-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, K9VbRzJDn0Qj/vh1NrndGgpltq463VbeblCuUfC8LbTvzUd74h+tA/74CNMjbnsV 7jn0rfDPV0rh98OsTqO0og== 0000084636-95-000010.txt : 199507120000084636-95-000010.hdr.sgml : 19950711 ACCESSION NUMBER: 0000084636-95-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19950328 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 951054708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01035 FILM NUMBER: 95523941 BUSINESS ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 BUSINESS PHONE: 4125654004 MAIL ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN AVIATION INC DATE OF NAME CHANGE: 19671017 11-K 1 SAVINGS PLAN FOR YEAR ENDED 9/30/94 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, 1994 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, 1994 AND 1993 2 - 3 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, FOR THE YEARS ENDED SEPTEMBER 30, 1994 AND 1993 4 - 5 NOTES TO FINANCIAL STATEMENTS 6 - 11 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, SEPTEMBER 30, 1994 12 - 20 SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE YEAR ENDED SEPTEMBER 30, 1994 21 SIGNATURES S-1 EXHIBIT: INDEPENDENT AUDITORS' CONSENT S-2 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, 1994 and 1993, 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, 1994 and 1993, 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, 1994,and (2) transactions in excess of five percent of the current value of plan assets for the year ended September 30, 1994 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 taken as a whole. March 17, 1995 DELOITTE & TOUCHE Pittsburgh, Pennsylvania ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS SEPTEMBER 30, 1994 ($ IN THOUSANDS)
Fixed Guaranteed Stock Stock Diversified Income Return Fund Fund Loan ASSETS Total Fund Fund Fund A B Fund 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 $65,752 See notes to financial statements.
-2- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS SEPTEMBER 30, 1993 ($ IN THOUSANDS)
Fixed Guaranteed Stock Stock Diversified Income Return Fund Fund Loan ASSETS Total Fund Fund Fund A B Fund INVESTMENTS: Certificates of deposit $ 115,001 $115,001 Money market funds 41,856 $ 35,881 3,104 $ 1,087 $ 555 $ 1,170 $ 59 Corporate debt instruments - other 60,806 128 60,678 Corporate stock - common 2,412,783 183,447 1,774,214 455,122 Group annuity contracts 340,601 340,601 Loans to participants 62,116 62,116 Total investments 3,033,163 219,456 178,783 341,688 1,774,769 456,292 62,175 RECEIVABLES: Income 1,848 516 1,305 2 18 7 Sales pending settlement 523 523 Total Receivables 2,371 1,039 1,305 2 18 7 TOTAL ASSETS 3,035,534 220,495 180,088 341,690 1,774,787 456,299 62,175 LIABILITY - Purchases pending settlement 808 256 512 40 NET ASSETS AVAILABLE FOR BENEFITS $3,034,726 $220,239 $180,088 $341,690 $1,774,275 $456,259 $62,175 See notes to financial statements.
-3- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED SEPTEMBER 30, 1994 ($ IN THOUSANDS)
Fixed Guaranteed Stock Stock Diversified Income Return Fund Fund Loan Total Fund Fund Fund A B Fund 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 $65,752 See notes to financial statements.
-4- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED SEPTEMBER 30, 1993 ($ IN THOUSANDS)
Fixed Guaranteed Stock Stock Diversified Income Return Fund Fund Loan Total Fund Fund Fund A B Fund NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR $2,411,270 $181,025 $174,564 $339,284 $1,323,302 $341,185 $51,910 INCOME: Earnings from Investments: Dividends 65,588 4,540 48,522 12,526 Interest 35,545 866 5,925 23,980 105 50 4,619 Net appreciation (depreci- ation) in fair value of investments 685,802 20,278 (5) 528,800 136,729 Total earnings from investments 786,935 25,684 5,920 23,980 577,427 149,305 4,619 Contributions: Employer 79,716 89 79,627 Participants 110,485 28,837 18,900 31,760 30,988 Total contributions 190,201 28,837 18,989 31,760 79,627 30,988 Total income 977,136 54,521 24,909 55,740 657,054 180,293 4,619 EXPENSE - Payments to parti- cipants or beneficiaries 353,680 25,028 30,544 43,268 201,248 52,602 990 Net income (loss) 623,456 29,493 (5,635) 12,472 455,806 127,691 3,629 Net transfers between the funds 9,721 11,159 (10,066) (4,833) (12,617) 6,636 NET INCREASE (DECREASE) 623,456 39,214 5,524 2,406 450,973 115,074 10,265 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $3,034,726 $220,239 $180,088 $341,690 $1,774,275 $456,259 $62,175 See notes to financial statements.
-5- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 1994 AND 1993 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 six 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; and the Loan Fund, representing outstanding participant loan balances. 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. 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 -6- 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 (i) entirely to the Diversified Fund, the Fixed Income Fund, Stock Fund B or the Guaranteed Return Fund or (ii) equally to any two of these investment funds. Participants may change such investment elections for future contributions in April and October of any year by giving notice to the Company in February and August, respectively. A participant may elect once per year (i) to have the total value of his investment in the Diversified Fund converted to units in the Fixed Income Fund or (ii) to have the total value of the investment in the Fixed Income Fund converted to units in the Diversified 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 Fixed Income 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) the total value of the units in Stock Fund A and/or (ii) the total value of the units in Stock Fund B converted to units in the Fixed Income 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 Fixed Income Fund. 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: Guaranteed Contract Periods of Contributions Annual Return Expiration Date April 1, 1989 - March 31, 1990 9.05% March 31, 1993 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 written notice at least 30 days prior to the contract expiration date, to convert his interest in such contract solely to units in the Diversified Fund or solely to units in the Fixed -7- Income 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 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 -8- 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, 1994 and 1993, the amounts of such benefit claims payable to retired and terminated participants were approximately $13.4 million and $18.7 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 First Interstate Bank of California's prime rate 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. 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 (which approximates fair value). Contract value represents contributions made by participants, plus interest at the contract rates, less withdrawals or transfers by participants. -9- 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 (see Note 6). 3. UNIT VALUES Participation units outstanding at September 30, 1994 and 1993 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 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 Units Participants' Equity Per Unit Outstanding, September June March December Fiscal year 1993 September 30 30 30 31 31 Diversified Fund 24,564,871 $8.910 $8.647 $8.523 $8.247 Fixed Income Fund 30,104,985 5.902 5.851 5.802 5.757 Guaranteed Return Fund: 5.25% Contract 81,044,117 1.027 1.013 5.16% Contract 86,561,475 1.079 1.064 1.051 1.038 8.50% Contract 66,149,762 1.228 1.203 1.178 1.154 8.55% Contract 60,607,785 1.338 1.310 1.283 1.257 9.05% Contract 1.420 1.390 Stock Fund A: Common Stock 139,259,157 9.262 8.552 7.821 7.468 Class A Common Stock 51,070,512 9.247 8.541 7.803 7.451 Stock Fund B: Common Stock 220,887,456 1.616 1.491 1.363 1.301 Class A Common Stock 58,043,378 1.629 1.505 1.375 1.313 -10- 4. INVESTMENTS EXCEEDING 5% OF NET ASSETS The Plan's investments which exceeded 5% of net assets available for benefits as of September 30, 1994 and 1993 are as follows (dollars in thousands): Description of Investment 1994 1993 Rockwell International Corporation Common Stock $1,506,052 $1,657,915 Rockwell International Corporation Common Stock Class A 459,706 571,423 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, 1994. Therefore, no provision for income taxes is included in the Plan's financial statements. 6. PLAN AMENDMENT Effective 1995 the Plan was amended to establish an additional investment fund known as the Intermediate 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 October 1, 1993 the Plan was amended, to provide for payment of Plans fees and expenses, including fees and expenses connected with the providing of administrative services by external service providers from the Plan assets. The Plan was also amended during 1993 to adopt the provisions of the Unemployment Compensation Amendments of 1992. Effective January 1, 1995 the Plan was amended to provide for payment of internal administrative and asset 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 at this time. Plan management has not estimated the impact of adopting this SOP at this time. -11- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1994 ($ 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 U.S. Bank of California Treasury $12,032 $12,032 *National Bank of NBD Master Trust Detroit Money Market Treasury Fund 11,879 11,879 Total Money Market Funds $23,911 $23,911 Convertible Securities Ericsson LM Tel Co. Subordinated debentures, 4.25%, dated 6/30/93, matures 6/30/00 $ 80 $ 112 Common Stocks Industrial Archer Daniels Midland Co. 14,175 shares $ 316 $ 368 Coca Cola Company 120,000 shares 727 5,834 General Mills Inc. 6,600 shares 350 380 Heinz HJ Company 20,000 shares 463 733 Kellogg Company 30,000 shares 617 1,720 Pepsico Inc. 70,000 shares 830 2,318 Sara Lee Corp. 35,000 shares 917 787 Anheuser Busch Cos Inc. 20,000 shares 412 1,017 American Brands Inc. 35,000 shares 857 1,269 Phillip Morris Companies 100,000 shares 2,083 6,112 Readers Digest Assn Inc. 18,000 shares 733 791 Adobe System Inc. 59,000 shares 1,273 1,917 Donnelley RR & Sons Co. 23,000 shares 690 690 Knight Ridder Inc. 10,000 shares 535 497 McGraw Hill Inc. 10,000 shares 699 732 Caremark International Inc. 7,750 shares 56 181 American Home Products Corp. 42,000 shares 1,989 2,519 -12- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1994 ($ 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 Lilly Eli & Co. 59,700 shares $ 3,355 $3,455 Merck & Company 125,000 shares 2,915 4,452 Pfizer Inc. 30,000 shares 2,143 2,074 Upjohn Company 73,000 shares 2,368 2,490 Warner Lambert Co. 10,000 shares 366 802 Medtronic Inc. 34,000 shares 466 1,797 Abbott Laboratories Corp. 45,000 shares 524 1,411 Baxter Intl Inc. 50,000 shares 1,274 1,406 Johnson & Johnson 40,000 shares 1,563 2,069 Puritan Bennett Corp. 5,700 shares 152 90 Gillette Company 25,000 shares 1,452 1,768 Procter & Gamble 30,000 shares 483 1,789 Eastman Kodak 45,000 shares 1,922 2,328 Polaroid Corp. 40,000 shares 1,330 1,405 Walt Disney 25,000 shares 638 968 Harcourt General Inc. 50,000 shares 1,222 1,719 Price/Costco Incorporated 22,000 shares 368 352 American Stores Co. 30,000 shares 616 757 K Mart Corporation 70,000 shares 1,232 1,250 May Department Stores 30,000 shares 529 1,181 Penney JC & Company 20,000 shares 535 1,032 Sears Roebuck & Company 21,000 shares 569 1,008 Toys R Us 17,000 shares 641 605 Walgreen Co. 15,000 shares 606 564 Wal Mart Stores Inc. 35,000 shares 924 817 Woolworth Corp. 55,000 shares 1,223 956 Hilton Hotels Corp. 16,000 shares 764 957 GC Companies 8,900 shares 232 260 Eastman Chemical 2,500 shares 100 136 Whirlpool Corporation 20,000 shares 549 1,028 Arvin Industries Inc. 40,000 shares 1,105 970 Ford Motor Company 110,000 shares 1,359 3,052 General Motors Corp. 11,500 shares 536 539 Aluminum Co of America 38,000 shares 2,519 3,220 Englehard Corporation 46,000 shares 1,147 1,236 Phelps Dodge Corp. 20,000 shares 911 1,239 Calmat Company 23,000 shares 562 485 Boise Cascade Corp. 12,000 shares 348 354 Georgia Pacific Corp. 15,000 shares 936 1,147 Weyerhaeuser Company 25,000 shares 621 1,115 Temple Inland Inc. 29,942 shares 643 1,653 -13- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1994 ($ 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 Westvaco Corporation 20,000 shares $ 603 $ 763 International Paper 7,500 shares 542 588 Scott Paper 14,000 shares 461 853 Union Camp Corp. 25,000 shares 983 1,228 PPG Industries Inc. 30,000 shares 290 1,188 Dow Chemical Company 25,000 shares 1,451 1,956 Du Pont EI. De Nemours & Co. 68,000 shares 2,427 3,943 Grace WR. & Company 16,000 shares 631 664 Monsanto Company 10,000 shares 521 804 Rohm & Haas Company 27,500 shares 1,561 1,571 USX US Steel Group 25,000 shares 664 1,047 BW/IP Incorporated 8,100 shares 136 150 Belden Inc. 16,000 shares 263 334 Manpower Inc. 110,000 shares 1,647 3,010 Electronic Arts Inc. 18,000 shares 292 332 Dun & Bradstreet 7,500 shares 441 431 PHH Corp. 30,000 shares 1,094 1,087 Sanifill Inc. 10,000 shares 185 222 Minnesota Mining & Manufacturing 48,000 shares 1,598 2,652 Alumax Inc. 25,000 shares 471 802 Timken Company 20,000 shares 634 753 CBI Industries 15,000 shares 411 406 Emerson Electric 12,000 shares 707 716 General Electric 70,000 shares 954 3,369 Catepillar Inc. 82,000 shares 2,703 4,437 Cincinnati Milacron Inc. 8,000 shares 190 206 Deere & Company 10,000 shares 651 685 Harsco Corporation 30,000 shares 843 1,245 Harnischfeger Industries Inc. 30,000 shares 582 791 Kennametal Inc. 28,000 shares 609 732 FMC Corporation 13,000 shares 636 808 Eaton Corporation 21,400 shares 565 1,017 Tandem Computers Inc. 144,500 shares 2,026 2,383 Digital Equipment Corporation 75,000 shares 3,144 1,988 Stratus Computer Inc. 34,000 shares 1,056 1,181 Xerox Corporation 20,000 shares 1,181 2,135 Lockheed Corp. 15,000 shares 647 1,044 Northrop Grumman Corp. 30,000 shares 767 1,357 United Technologies Corp. 20,000 shares 855 1,253 Sundstrand Corp. 10,000 shares 402 507 AMP Inc. 28,000 shares 1,471 2,167 Hewlett Packard Company 15,000 shares 953 1,311 -14- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1994 ($ 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 Intel Corp. 56,250 shares $ 806 $ 3,459 LSI Logic Corporation 42,500 shares 392 1,594 Motorola Inc. 65,100 shares 1,276 3,433 National Semiconductor Corp. 40,000 shares 352 625 Perkin Elmer Corp. 26,000 shares 860 815 Tektronix Inc. 32,000 shares 843 1,240 Texas Instruments Incorporated 51,000 shares 2,355 3,468 Unitrin Inc. 17,090 shares 60 824 Dresser Industries Inc. 35,000 shares 742 709 Schlumberger Limited 20,000 shares 1,230 1,087 Atlantic Richfield 10,000 shares 694 1,009 Pennzoil Company 12,000 shares 251 563 Ultramar Corp. 50,000 shares 852 1,275 Unocal Corp. 23,000 shares 600 649 Mobil Corporation 28,000 shares 776 2,216 Chevron Corp. 36,000 shares 565 1,499 Amoco Corp. 5,000 shares 108 296 Exxon Corp. 43,000 shares 2,301 2,473 Allied Signal Inc. 23,000 shares 833 785 Honeywell Incorporated 12,000 shares 427 416 Total Industrial $109,866 $166,352 Transportation Skyline Corporation 15,300 shares $ 280 $ 310 American President Co. Ltd. 50,000 shares 879 1,263 Gatx Corp. 25,000 shares 1,049 1,023 CSX Corp. 14,000 shares 343 959 Union Pacific Corp. 14,000 shares 813 751 Conrail Inc. 12,000 shares 591 593 Norfolk Southern Corp. 34,000 shares 1,538 2,117 AMR Corp. 63,000 shares 3,828 3,245 Delta Air Lines Inc. 40,500 shares 2,310 1,813 Federal Express Corp. 73,000 shares 3,756 4,517 Total Transportation $ 15,387 $ 16,591 Public Utilities AT&T Corp. 30,000 shares $ 1,379 $ 1,620 Comsat Corp. 40,000 shares 574 1,025 -15- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1994 ($ 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 Detroit Edison Co. 30,000 shares $ 648 $ 765 Peco Energy Co. 35,000 shares 1,069 888 Peoples Energy Corp. 40,000 shares 722 1,050 Telephone & Data Systems Inc 6,000 shares 241 276 Texas Utilities Company 25,000 shares 837 816 U. S. West, Inc. 32,000 shares 1,096 1,240 Total Public Utilities $ 6,566 $ 7,680 Finance Banc One Corp. 10,000 shares $ 348 $ 300 Bankamerica Corp. 31,000 shares 1,459 1,368 Bankers Trust New York Corp. 16,000 shares 692 1,068 Barnett Banks Inc. 17,000 shares 748 752 Chase Manhattan Corp. 20,000 shares 756 693 Chemical Banking Corp. 12,500 shares 472 438 Citicorp 35,000 shares 1,237 1,488 First Bank System Inc. 20,000 shares 413 730 First of America Bank Corp. 4,800 shares 174 169 First Security Corp. 45,000 shares 1,226 1,305 Morgan JP & Company 28,000 shares 1,092 1,702 Nationsbank Corp. 35,000 shares 1,659 1,715 H F Ahmanson & Co. 65,000 shares 1,196 1,358 Great Western Financial Corp. 65,000 shares 1,172 1,251 Beneficial Corporation 30,000 shares 511 1,223 Federal National Mortgage Assn. 14,000 shares 1,126 1,104 Household International Inc. 33,000 shares 526 1,180 American Express Co. 35,000 shares 760 1,063 Merrill Lynch & Co Inc. 24,000 shares 767 832 Zurich Reinsurance Centre 10,000 shares 274 270 AON Corp. 45,000 shares 948 1,503 Aetna Life & Casualty Co 20,000 shares 1,138 928 American General Corp. 80,064 shares 1,649 2,173 American International Group 14,500 shares 1,233 1,289 Continental Corporation 44,000 shares 1,172 595 Geico Corp. 8,000 shares 414 391 General RE Corp. 19,000 shares 1,934 2,013 Lincoln National Corp. 30,000 shares 759 1,121 Marsh & McLennan Companies Inc. 21,500 shares 1,801 1,680 Transamerica Corp. 25,000 shares 917 1,256 Argonout Group Inc. 21,054 shares 155 626 Santa Anita Realty Enterprises 33,000 shares 587 573 Total Finance $ 29,315 $ 34,157 -16- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1994 ($ 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 Foreign Canadian Pacific Limited 30,000 shares $ 399 $ 503 Ericsson LM Telephone 94,000 shares 3,086 5,053 News Corp. LTD ADR 18,000 shares 703 909 Reuters Holdings PLC ADR 19,500 shares 449 878 Royal Dutch Petroleum Company 31,500 shares 1,651 3,382 Sony Corp American Depositary 5,500 shares 189 320 Vodafone Group PLC Sponsored ADR 57,000 shares 1,291 1,781 Total Foreign 7,768 12,826 Total Common Stock $168,902 $237,606 TOTAL INVESTMENTS - Diversified Fund $192,893 $261,629 FIXED INCOME FUND Certificates of Deposit Bank of New York $10,000,000 par value, 4.78125% due October 4, 1994 $ 10,000 $ 10,000 Bank of New York $5,000,000 par value, 4.750%, due October 4, 1994 5,000 5,000 Total Certificates of Deposit $ 15,000 $ 15,000 Money Market Funds *First Interstate Bank Pacific American Fund of California U.S. Treasury $ 6,756 $ 6,756 -17- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1994 ($ 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 FIXED INCOME FUND Commercial Paper Corestates $5,000 par value, 5.02%, due January 3, 1995 $ 4,874 $ 4,874 Federal HM $5,000 par value, due January 9, 1995 4,917 4,917 Federal HM $25,000 par value, due January 12, 1995 24,477 24,477 Federal HM $10,000 par value, due January 30, 1995 9,792 9,792 Federal HM $10,000 par value, due December 20, 1994 9,877 9,877 Federal HM $1,500 par value, due November 1, 1994 1,495 1,495 Federal HM $25,000 par value, due November 2, 1994 24,890 24,890 Federal National Mtg. $20,000 par value, due January 19, 1995 19,511 19,511 Federal National Mtg. $5,000 par value, due February 17, 1995 4,870 4,870 Federal National Mtg. $15,000 par value, due November 7, 1994 14,817 14,817 Federal National Mtg. $10,000 par value, due November 10, 1994 9,881 9,881 Tennessee Valley Authority $5,000 par value, due October 7, 1994 4,966 4,966 Total Commercial Paper $134,367 $134,367 -18- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1994 ($ 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 U.S. Treasury Bills $15,000 par value, due March 9, 1995 $ 14,630 $ 14,630 TOTAL INVESTMENTS - Fixed Income Fund $170,754 $170,754 GUARANTEED RETURN FUND Money Market Funds *First Interstate Bank Pacific American Fund of California U.S. Treasury $ 1,127 $ 1,127 Group Annuity Contracts GIC Prudential Insurance Contract No. 6398-212, 8.50% $ 77,079 $77,079 GIC New York Life Contract No. 06719, 5.25% 91,000 91,000 GIC Metropolitan Life Contract No. 13673, 5.00% 155,341 155,341 Total Group Annuity Contracts $323,420 $323,420 TOTAL INVESTMENTS - Guaranteed Return Fund $324,547 $324,547 STOCK FUND A Common Stocks - Domestic *Rockwell International Corporation 34,314,403 shares $717,161 $1,175,268 *Rockwell International Corporation - Class A 11,151,886 shares 106,393 381,952 Total Common Stock $823,554 $1,557,220 -19- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1994 ($ 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 $ 2,531 $ 2,531 TOTAL INVESTMENTS - Stock Fund A $826,085 $1,559,751 STOCK FUND B Common Stocks - Domestic *Rockwell International Corporation 9,657,927 shares $224,025 $ 330,784 *Rockwell International Corporation-Class A 2,270,189 shares 26,722 77,754 Total Common Stock $250,747 $ 408,538 Money Market Funds *First Interstate Bank Pacific American Fund of California U.S. Treasury $ 1,456 $ 1,456 TOTAL INVESTMENTS - Loan Fund $252,203 $ 409,994 LOAN FUND *Loans to Participants Various loans; 7.0% to 11%, due 12 to 120 months from date of loan $ 65,691 $ 65,691 Money Market Funds *First Interstate Bank of Pacific American Fund U.S. California Treasury $ 61 $ 61 TOTAL INVESTMENTS - Loan Fund $ 65,752 $ 65,752 TOTAL INVESTMENTS - ALL FUNDS $1,832,234 $2,792,427 *Party-in-interest -20- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED SEPTEMBER 30, 1994 SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS ($ IN THOUSANDS)
Column A Column B Column C Column D Column G Column H Column I Identity of Purchase Selling Cost Current Value Net Gain Party Involved Description of Asset Price Price of Asset of Asset or (Loss) National Bank of Detroit Money Market Fund $ 97,548 $ 97,548 $ 97,548 $ - National Bank of Detroit Money Market Fund $102,988 102,988 102,988 - First Interstate Pacific American Fund - Bank of California U.S. Treasury 768,962 768,962 768,962 - First Interstate Pacific American Fund - Bank of California U.S. Treasury 770,774 770,774 770,774 - Rockwell International Corporation Common Stock 1,852,253 1,852,153 1,852,253 - Rockwell International Corporation Common Stock 10,105 7,912 10,105 2,193
-21- 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 27, 1995 S-1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-32662 of Rockwell International Corporation on Form S-8 of our report dated March 17, 1995, appearing in this Annual Report on Form 11-K of the Rockwell International Corporation Savings Plan for the year ended September 30, 1994. Deloitte & Touche LLP Pittsburgh, Pennsylvania March 27, 1995 S-2 -----END PRIVACY-ENHANCED MESSAGE-----