-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BnMme23dSD9CcDa8D0Gs+IUHq34CembPNduMYnoDH3GwdQbbXzS29vtMtuEiU4iK ESCsf1XmLo3+3Z1NtN5vfg== 0000084636-96-000010.txt : 19960325 0000084636-96-000010.hdr.sgml : 19960325 ACCESSION NUMBER: 0000084636-96-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19960322 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] 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: 96537489 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 9/30/95 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 1995 ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ROCKWELL INTERNATIONAL CORPORATION 2201 Seal Beach Boulevard Seal Beach, California 90740 ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN INDEX PAGE NUMBER FINANCIAL STATEMENTS: INDEPENDENT AUDITORS' REPORT 1 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, SEPTEMBER 30, 1995 AND 1994 2 - 3 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, FOR THE YEARS ENDED SEPTEMBER 30, 1995 AND 1994 4 - 5 NOTES TO FINANCIAL STATEMENTS 6 - 12 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, SEPTEMBER 30, 1995 13 - 24 SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE YEAR ENDED SEPTEMBER 30, 1995 25 SIGNATURES S-1 EXHIBIT: INDEPENDENT AUDITORS' CONSENT S-2 INDEPENDENT AUDITORS' REPORT To the Rockwell International Corporation Savings Plan and Participants: We have audited, by fund and in total, the accompanying statements of net assets available for benefits of the Rockwell International Corporation Savings Plan as of September 30, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, by fund and in total, the net assets available for benefits of the Plan as of September 30, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of (1) assets held for investment purposes as of September 30, 1995, and (2) transactions in excess of five percent of the current value of plan assets for the year ended September 30, 1995 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche LLP March 1, 1996 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 Loan Term Bond 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 $ 65 $ 718 U.S. Government Securities 77,183 69,683 7,500 Corporate debt instruments - other 24,688 201 24,487 Corporate stock - common 2,882,903 334,452 2,007,851 540,600 Group annuity contracts 318,862 318,862 Loans to participants 67,142 67,142 Total investments 3,466,986 356,388 165,032 319,560 2,009,020 541,561 67,207 8,218 RECEIVABLES - Income 1,442 562 749 131 TOTAL ASSETS 3,468,428 356,950 165,781 319,560 2,009,020 541,561 67,207 8,349 LIABILITY - Purchases pending settlement 895 658 237 NET ASSETS AVAILABLE FOR BENEFITS $3,467,533 $356,292 $165,781 $319,560 $2,008,783 $541,561 $67,207 $8,349 See notes to financial statements. - - 2 -
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS SEPTEMBER 30, 1994 ($ 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 $65,752 See notes to financial statements.
- -3- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED SEPTEMBER 30, 1995 ($ 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 $8,349 See notes to financial statements. - - 4 -
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED SEPTEMBER 30, 1994 ($ 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. - -5-
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 1995 AND 1994 1. DESCRIPTION OF THE PLAN The following description of the Rockwell International Corporation Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. a. General - The Plan is a defined contribution savings plan established by Rockwell International Corporation (the "Company"). The Company's Employee Benefit Plan Committee, the Plan's Administrative Committee and the Plan Administrator control and manage the operation and administration of the Plan. First Interstate Bank of California and National Bank of Detroit serve as trustees for the Plan. The assets of the Plan are managed by the trustees and other investment managers. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. The Plan is composed of seven funds: the Diversified Fund, which invests primarily in equity securities; the Fixed Income Fund, which invests in fixed income securities; the Guaranteed Return Fund, which invests in contracts with insurance companies providing a guarantee of principal (backed by the general assets of the insurance company) and a specified rate of interest; Stock Funds A and B, which invest in or hold the Common Stock and the Class A Common Stock of the Company; the Loan Fund, representing outstanding participant loan balances and the Intermediate Term Bond Fund which invests in U.S. government securities. b. Participation - Participation in the Plan is extended to substantially all salaried employees of the Company who have been employed for 52 weeks. The Plan provides that eligible employees electing to become participants can contribute to the Plan, through either payroll deductions or deferrals at a specified percentage (ranging from 1% to 8%) of their base compensation (as defined in the Plan). Participants currently contributing 8% are eligible to make a supplemental deduction or deferral contribution of 1% to 3% of their base compensation, or 1% to 2% if such compensation exceeds a specified amount. Amounts contributed by employees pursuant to payroll deductions are included in the participants' taxable income in the period of the contribution. Amounts contributed by employees pursuant to payroll deferral are excluded from the participants' taxable income until such amounts are received by them as a distribution from the Plan. - -6- The Plan provides that the Company, when extending the benefits of the Plan to any employee of a component of the Company or an affiliated company, may place such limitations as it deems appropriate on the amount of compensation deferral contributions or on compensation deduction contributions to comply with certain statutory limitations. A participant who elects compensation deduction contributions may, upon 15 days' notice, revoke such election and elect instead to make compensation deferral contributions effective on the first payroll payment date following the expiration of the notice period. A participant who has elected compensation deferral contributions may, by giving notice to the Company in February or August of any year, revoke such election and elect instead compensation deduction contributions effective the first payroll payment date in April or October of that year, respectively. c. Investment Elections - A participant may elect to have contributions made entirely to the Diversified Fund, the Fixed Income Fund, Stock Fund B, the Guaranteed Return Fund or the Intermediate Term Bond Fund. Participants may change such investment elections once each calendar quarter. A participant may elect once each calendar quarter to have 5% increments of his/her investment in the Diversified Fund, Fixed Income Fund, Stock Fund B or the Intermediate Term Bond Fund converted to units in any fund other than the Guaranteed Return Fund. The value of such units will be determined as of the first valuation date following such election. Such election shall have no effect on any other election offered under the Plan. Participants may annually elect to transfer a percentage of their Stock Fund B account to the Diversified Fund, Fixed Income Fund, Stock Fund B or the Intermediate Term Bond Fund. The allowable annual transfer is 10% of the Stock Fund B amount prior to reaching age 55, and 50% of the Stock Fund B account thereafter. A participant, upon attainment of age 65, may irrevocably elect to have (i) all or a portion of the units in Stock Fund A and/or (ii) all or a portion of the units in Stock Fund B converted to units in any fund other than the Guaranteed Return Fund. The value of such units will be determined on the first valuation date following such election. All subsequent Company contributions made to such participant's Company contributions account would be invested in the same funds in which the participant elected to invest contributions. Participants' contributions to the Guaranteed Return Fund are invested in contracts with Metropolitan Life Insurance Company, the Prudential Insurance Company of America and New York Life Insurance Company with various guaranteed annual returns to participants for the contract periods. Such contracts guarantee the following annual returns: -7- Guaranteed Contract Periods of Contributions Annual Return Expiration Date April 1, 1990 - March 31, 1991 8.55% March 31, 1994 April 1, 1991 - March 31, 1992 8.50% March 31, 1995 April 1, 1992 - March 31, 1993 5.16% March 31, 1994 April 1, 1993 - March 31, 1994 5.25% March 31, 1996 April 1, 1994 - March 31, 1995 5.00% March 31, 1997 April 1, 1995 - March 31, 1996 8.00% March 31, 1998 A participant with units in the Guaranteed Return Fund may irrevocably elect, by providing a notice at least 30 days prior to the contract expiration date, to convert his interest in such contract allocated to, in 5% increments, the Diversified Fund, Stock Fund B, the Intermediate Term Bond Fund, the Fixed Income Fund and/or the current Guaranteed Return Fund. Such conversion will be based on the value of units in such respective Funds as of the date of such expiration, or the valuation date immediately preceding the transfer of funds, whichever is later. d. Unit Values - Participants do not own specific securities or other assets in the various Funds, but have an interest therein represented by units valued as of the last business day of each month. However, voting rights are extended to participants in proportion to their interest in the Common Stock and Class A Common Stock held in Stock Funds A and B, as represented by Common Units and Class A Units. Contributions to and withdrawal payments from each fund are converted to units by dividing the amounts of such transactions by the unit value as last determined, and the participants' accounts are charged or credited with the number of units properly attributable to each participant. e. Contributions - The Company's contributions to the Plan equal 75% of the participants' contributions subject to reductions as the result of forfeitures. Company contributions are generally made to Stock Fund A in the form of cash, Common Stock or any combination thereof. Active participants age 65 or older may elect to transfer their balances in Stock Fund A to the Fixed Income Fund. Based on this election, future Company contributions applicable to these participants are made in cash directly to the Fixed Income Fund. f. Vesting - Amounts contributed by participants are fully vested at all times. Amounts contributed through compensation deduction contributions may be distributed at any time. However, amounts contributed through compensation deferral contributions may be distributed to participants only (i) upon termination of employment, (ii) upon attaining the age of 59-1/2 or (iii) upon demonstration by the participant to the Administrative Committee that there is hardship as defined in the Plan. All Company contributions through September 30, 1988 became fully vested effective October 1, 1988. Units attributable to all subsequent Company contributions vest when a participant has -8- completed five years of continuous service, except that all units fully vest upon termination of the Plan or upon a participant's (i) retirement, (ii) death, (iii) layoff, (iv) termination of employment because of inability to meet Company medical standards, (v) termination of employment in order to enter the Armed Forces of the United States or to accept employment with the Government of the United States, (vi) termination of employment in connection with the divestiture of a component of the Company or (vii) reaching age 65 while employed. g. Benefit Claims Payable - Retiring participants may irrevocably elect at any time during the 30-day period ending on the day immediately prior to the effective date of their retirement to remain in the Plan without any further contributions until January 1 of the calendar year following the effective date of their retirement, at which time they shall be entitled to receive their account balance valued as of the valuation date immediately prior to such January 1. Terminated participants will receive their vested benefits no later than 60 days after the end of the plan year in which such termination occurs. Participants separating from service who have not attained the age of 65 and who have an account balance greater than $3,500 must provide written consent to the Plan Administrator in order to receive their distribution before reaching age 65. At September 30, 1995 and 1994, the amounts of such benefit claims payable to retired and terminated participants were approximately $22 million and $13.4 million, respectively. h. Forfeitures - When certain terminations of participation in the Plan occur, the nonvested portion of a participant's account, as defined by the Plan, represents a potential forfeiture. Such forfeitures reduce subsequent Company contributions to the Plan. However, if upon reemployment, the former participant fulfills certain requirements, as defined in the Plan, the previously forfeited nonvested portion of the participant's account will be restored through Company contributions. i. Loans to Participants - The Plan provides for loans to participants. The participant may apply for and obtain a loan in an amount as defined in the Plan (not less than $1,000 and not greater than $50,000 or 50% of his vested account balance) from the account balance. The loans can be repaid through payroll deductions over the period of 12 to 60 months or up to 120 months for the purchase of a primary residence, or they can be repaid in full at any time that is at least 12 months following the date of the loan. Interest is charged at a rate equal to the prime rate being charged by 75% of the largest 30 United States banks plus one percent. Payments of principal and interest are credited to the participant's account. Also, participants may have only one outstanding loan at a time. j. Plan Termination - The Company has the right to suspend contributions to the Plan or to terminate or modify the Plan from time to time. In the event that the Plan is terminated or contributions by the Company are discontinued, each participant's Company contributions account will be fully vested. Benefits under the Plan will be provided solely from the Plan assets. -9- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Valuation of Investment Securities - Investments in common stocks are stated at fair value based upon closing sales prices reported on recognized securities exchanges on the last business day of the fiscal year or, for listed securities having no sales reported and for unlisted securities, upon last reported bid prices on that date. Investments in Class A Common Stock of the Company are stated at fair value based upon the closing sales prices of the Common Stock into which it is convertible. Investments in certificates of deposit, money market funds and corporate debt instruments (commercial paper) are stated at cost which approximates fair value. b. Valuation of Guaranteed Annuity Contracts - The guaranteed annuity contracts with insurance companies are valued at contract value. Contract value represents contributions made by participants, plus interest at the contract rates, less withdrawals or transfers by participants. The fair value of the guaranteed annuity contracts is approximately $322 million at September 30, 1995. c. Expenses - Plan fees and expenses, including fees and expenses connected with the providing of administrative services by external service providers, are paid from Plan assets. 3. UNIT VALUES Participation units outstanding at September 30, 1995 and 1994 and participants' equity per unit at the end of each quarter within the fiscal years then ended are as follows: Units Participants' Equity Per Unit Outstanding, September June March December Fiscal Year 1995 September 30 30 30 31 31 Diversified Fund 27,990,148 $12.64 $11.70 $10.54 $9.60 Fixed Income Fund 25,336,345 6.48 6.39 6.29 6.20 Guaranteed Return Fund: 5.00% Contract 139,702,341 1.08 1.06 1.05 1.04 5.25% Contract 72,314,275 1.14 1.12 1.11 1.10 8.50% Contract 1.39 1.36 8.00% Contract 79,922,955 1.04 1.02 1.00 Stock Fund A: Common Stock 126,199,918 12.29 11.83 10.00 9.17 Class A Common Stock 36,974,122 12.17 11.79 10.18 9.18 Stock Fund B: Common Stock 208,093,285 2.14 2.06 1.74 1.60 Class A Common Stock 43,514,257 2.14 2.08 1.76 1.62 Intermediate Term Bond Fund 8,289,186 1.04 1.02 1.00 -10- Units Participants' Equity Per Unit Outstanding, September June March December Fiscal Year 1994 September 30 30 30 31 31 Diversified Fund 27,205,743 $9.577 $9.001 $8.929 $9.197 Fixed Income Fund 27,802,902 6.121 6.051 5.999 5.960 Guaranteed Return Fund: 5.00% Contract 151,314,371 1.025 1.012 5.25% Contract 83,593,964 1.081 1.067 1.053 1.040 5.16% Contract 1.106 1.092 8.50% Contract 57,529,859 1.334 1.307 1.280 1.254 8.55% Contract 1.395 1.367 Stock Fund A: Common Stock 132,941,971 8.798 9.597 10.186 9.545 Class A Common Stock 43,175,591 8.795 9.599 10.179 9.536 Stock Fund B: Common Stock 214,440,209 1.534 1.673 1.775 1.664 Class A Common Stock 49,967,795 1.550 1.692 1.793 1.680 4. INVESTMENTS EXCEEDING 5% OF NET ASSETS The Plan's investments which exceeded 5% of net assets available for benefits as of September 30, 1995 and 1994 are as follows (dollars in thousands): Description of Investment 1995 1994 Rockwell International Corporation Common Stock $2,002,567 $1,506,052 Rockwell International Corporation Common Stock Class A 545,884 459,706 5. TAX STATUS The Plan obtained its latest determination letter in 1993, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. The Company believes that the Plan currently is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that, therefore, the Plan continues to qualify under Section 401(a) and the related trust continues to be tax-exempt as of September 30, 1995. Therefore, no provision for income taxes is included in the Plan's financial statements. Rockwell has requested a new determination letter for the Plan. - -11- 6. PLAN AMENDMENT Effective March 6, 1995, the Plan was amended to establish an additional investment fund known as the Intermediate Term Bond Fund; more frequent and flexible investment change options for both existing account balances and ongoing contributions; a simplified method of determining amounts available for withdrawals; and a new annual installment distribution option. Effective January 1, 1995, the Plan was amended to provide for payment of internal administrative and investment management expenses directly connected to the ongoing operations of the Plan. 7. NEW ACCOUNTING STANDARD In September 1994, the American Institute of Certified Public Accountants issued Statement of Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans" ("SOP"), which is effective for plan years beginning after December 15, 1994. The SOP requires defined contribution plans to report investment contracts at fair value. The Plan has not adopted the SOP as of September 30, 1995 and Plan management has not estimated the impact of adopting the SOP at this time. -12- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value DIVERSIFIED FUND Money Market Funds *First Interstate Pacific American Fund Bank of California U.S. Treasury $11,299 $11,299 *National Bank of NBD Master Trust Detroit Money Market Treasury Fund 10,436 10,436 Total Money Market Funds $21,735 $21,735 Convertible Securities Ericsson LM Tel Co. Subordinated debentures, 4.25%, dated 6/30/93, matures June 30, 2000 $ 80 $ 201 Common Stocks Consumer Non-Durables Archer Daniels Midland Co. 23,325 shares $ 316 $ 343 Coca Cola Company 120,000 shares 727 8,280 Heinz HJ Company 20,000 shares 463 915 Kellogg Company 30,000 shares 617 2,171 Pepsico Inc. 70,000 shares 830 3,570 Pioneer Hi-Bred Intl Inc. 8,000 shares 346 368 Sara Lee Corp. 35,000 shares 919 1,041 Anheuser Busch Cos Inc. 45,000 shares 1,711 2,807 American Brands Inc. 35,000 shares 857 1,479 Phillip Morris Companies 90,000 shares 1,635 7,515 Readers Digest Assn Inc. 20,000 shares 823 943 Turner Broadcasting System Inc. 20,000 shares 315 550 Tele Communications Inc. 18,000 shares 297 315 Adobe System Inc. 55,500 shares 1,197 2,872 Donnelley RR & Sons Co. 14,000 shares 420 546 Knight Ridder Inc. 10,000 shares 535 586 McGraw Hill Inc. 10,000 shares 699 818 Guidant Corporation 32,847 shares 501 961 -13- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value American Home Products Corp. 42,000 shares $1,989 $3,565 Lilly Eli & Co. 32,588 shares 1,856 2,929 Merck & Company Inc. 115,000 shares 2,596 6,440 Pfizer Inc. 60,000 shares 2,143 3,203 Upjohn Company 67,200 shares 2,257 2,999 Warner Lambert Co. 10,000 shares 366 953 Medtronic Inc. 68,000 shares 466 3,672 Abbott Laboratories Corp. 45,000 shares 524 1,918 Baxter Intl Inc. 50,000 shares 1,274 2,056 Johnson & Johnson 40,000 shares 1,563 2,965 Gillette Company 50,000 shares 1,452 2,381 International Flavors & Fragrances 6,500 shares 326 314 Procter & Gamble 35,000 shares 811 2,695 Eastman Kodak Company 20,000 shares 1,041 1,185 Polaroid Corporation 34,700 shares 1,154 1,379 Harcourt General Inc. 45,000 shares 1,100 1,884 Price/Costco Incorporated 50,000 shares 786 856 American Stores Co. 30,000 shares 616 851 KMart Corporation 100,000 shares 1,628 1,450 May Department Stores Company 30,000 shares 529 1,313 Melville Corporation 35,000 shares 1,183 1,208 Penney JC & Company Inc. 25,000 shares 749 1,241 Sears Roebuck & Company 21,000 shares 306 774 Walgreen Co. 40,000 shares 816 1,120 WalMart Stores Inc. 40,000 shares 1,044 990 Woolworth Corp. 65,000 shares 1,371 1,024 Walt Disney Company 25,000 shares 638 1,434 Hilton Hotels Corporation 24,000 shares 1,302 1,533 Case Corporation 11,500 shares 391 422 GC Companies Inc. 8,900 shares 232 285 Total Consumer Non-Durables $45,717 $91,119 -14- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value Consumer Durables Whirlpool Corporation 20,000 shares $ 549 $ 1,155 Arvin Industries Inc. 40,000 shares 1,105 855 Ford Motor Company 120,000 shares 1,627 3,735 General Motors Corporation 90,500 shares 4,182 4,242 Fleetwood Enterprises Inc. 36,000 shares 726 716 General Motors Corporation 20,000 shares 848 909 General Motors Corporation 10,000 shares 460 468 Total Consumer Durables $ 9,497 $12,080 Materials and Services Aluminum Co of America 81,000 shares $ 2,745 $ 4,283 Engelhard Corporation 67,350 shares 1,079 1,709 Phelps Dodge Corporation 20,000 shares 912 1,255 Cyprus Amax Mineral Company 30,000 shares 797 844 Calmat Company 23,000 shares 562 414 Boise Cascade Corporation 25,000 shares 713 1,009 Weyerhaeuser Company 30,000 shares 837 1,369 Willamette Industries Inc. 13,000 shares 625 868 Temple Inland Inc. 42,942 shares 1,228 2,287 Westvaco Corporation 20,000 shares 603 910 International Paper Company 45,000 shares 1,725 1,890 Tele Comm Liberty Media Group 9,000 shares 202 241 PPG Industries Inc. 30,000 shares 290 1,391 Dow Chemical Company 30,000 shares 1,792 2,235 Du Pont 71,000 shares 2,612 4,881 Monsanto Company 16,000 shares 1,187 1,612 Rohm & HAAS Company 35,000 shares 1,987 2,113 USX Steel Group 28,000 shares 771 868 BW/IP Incorporated 16,100 shares 252 288 Belden Inc. 16,000 shares 263 420 Manpower Inc. 50,000 shares 748 1,450 Electronic Arts Inc. 18,000 shares 367 662 Dun & Bradstreet Corporation 7,500 shares 441 434 Senifill Inc. 9,000 shares 166 295 Minnesota Mining & Manufacturing 48,000 shares 1,598 2,706 Georgia Pacific Corporation 15,000 shares 936 1,312 Union Camp Corporation 25,000 shares 983 1,440 Total Materials & Services $26,421 $39,186 -15- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value Capital Goods Alumax 33,000 shares $ 685 $ 1,114 Timken Company 22,000 shares 701 938 CBI Industries Inc. 26,000 shares 669 618 Allied Signal Inc. 25,000 shares 880 1,103 Emerson Electric Co. 12,000 shares 707 858 General Electric Co. 70,000 shares 954 4,463 Caterpillar Inc. 89,000 shares 3,092 5,062 Deere & Company 15,000 shares 983 1,221 Harsco Corporation 30,000 shares 843 1,669 Harnishfeger Industries Inc. 30,000 shares 582 1,001 Kennametal Inc. 30,000 shares 668 1,088 Ericsson LM Telephone Co. 252,000 shares 2,069 6,174 Dana Corporation 45,000 shares 1,134 1,298 Eaton Corporation 21,400 shares 565 1,133 Total Capital Goods $14,532 $27,740 Technology Ultramar Corporation 50,000 shares $ 852 $ 1,188 Honeywell Incorporation 13,000 shares 456 557 Tandem Computers Inc. 154,500 shares 2,173 1,893 Digital Equipment Corporation 80,000 shares 3,359 3,650 Stratus Computer Inc. 35,000 shares 1,084 919 Xerox Corporation 22,000 shares 1,436 2,956 Boeing Company Capital 7,000 shares 307 478 Lockheed Martin Corporation 24,450 shares 647 1,641 Northrop Gruman Corporation 30,000 shares 767 1,826 United Technologies Corp 20,000 shares 855 1,768 AMP Inc. 43,500 shares 1,193 1,675 Hewlett Packard Company 34,000 shares 1,139 2,835 Intel Corporation 141,500 shares 2,213 8,508 LSI Logic Corporation 48,000 shares 221 2,784 Motorola Inc. 74,100 shares 1,861 5,659 National Semiconductor 40,000 shares 352 1,105 Perkin Elmer Corporation 26,000 shares 860 926 Tektronix Inc. 43,000 shares 1,612 2,537 Texas Instruments Inc. 112,000 shares 2,728 8,945 Unitrin Inc. 17,090 shares 60 802 Total Technology $24,175 $52,652 - -16- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value Energy Dresser Industries Inc. 35,000 shares $ 742 $ 836 Schlumberger Limited 20,000 shares 1,230 1,308 Atlantic Richfield Company 10,000 shares 694 1,074 Pennzoil Company 8,000 shares 167 351 Mobil Corporation 28,000 shares 776 2,790 Chevron Corporation 45,000 shares 1,010 2,194 Amoco Corporation 4,000 shares 87 257 Exxon Corporation Capital 45,000 shares 2,428 3,251 Royal Dutch Petroleum Company 25,200 shares 1,099 3,092 Chevron Corporation 1,000 shares 48 48 Total Energy $ 8,281 $15,201 Transportation Skyline Corporation 25,000 shares $ 453 $ 450 American President Co. LTD 50,000 shares 879 1,463 Ryder System Inc. 29,000 shares 684 736 Consolidated Freightways Inc. 18,000 shares 421 446 GATX Corporation 25,000 shares 1,049 1,294 CSX Corporation 14,000 shares 343 1,178 Union Pacific Corporation 15,000 shares 864 994 Conrail Inc. 25,000 shares 1,248 1,719 Norfolk Southern Corporation 38,000 shares 1,794 2,841 Canadian Pacific Limited 30,000 shares 399 480 AMR Corporation 78,500 shares 4,641 5,662 Delta Airlines Inc. 58,500 shares 3,201 4,051 Southwest Airlines Company 25,000 shares 553 628 Federal Express Corporation 100,000 shares 5,393 8,300 Ryder System Inc. 6,000 shares 150 150 Total Transportation $22,072 $30,392 - -17- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value Utilities AT&T Corporation 30,000 shares $ 1,379 $ 1,973 Pacific Telesis Group 50,000 shares 1,432 1,538 US West Inc. 20,000 shares 531 943 CMS Energy Corporation 44,000 shares 1,079 1,155 Detroit Edison Company 30,000 shares 648 968 Illinova Corporation 45,000 shares 986 1,221 Entergy Corporation 40,000 shares 932 1,045 New York State Electric & Gas Corporation 50,000 shares 999 1,313 Niagara Mohawk Power Corporation 55,000 shares 759 722 Peco Energy Company 40,000 shares 1,204 1,145 Public Service Enterprise Group Inc. 33,000 shares 918 981 Peoples Energy Corporation 40,000 shares 722 1,099 Total Utilities $11,589 $14,103 Finance Banc One Corp. 10,000 shares $ 348 $ 365 Bank America Corporation 40,000 shares 1,852 2,395 Barnett Banks Inc. 22,000 shares 946 1,246 Chase Manhattan Corporation 21,500 shares 785 1,314 Chemical Banking Corporation 13,500 shares 523 822 First of America Bank Corporation 32,000 shares 1,106 1,372 Citicorp 45,000 shares 1,663 3,184 First Security Corporation 45,000 shares 1,226 1,412 Morgan JP & Company 28,000 shares 1,092 2,167 Nationsbank Corporation 35,000 shares 1,659 2,354 US Bancorp 16,000 shares 407 452 HF Ahmanson & Co. 80,000 shares 1,548 2,030 Great Western Financial Corporation 80,000 shares 1,499 1,900 Beneficial Corporation 30,000 shares 511 1,568 Federal National Mortgage Assn. 28,000 shares 2,319 2,902 Household International Inc. 33,000 shares 526 2,046 American Express Co. 35,000 shares 760 1,553 Zurich Reinsurance Centre 17,000 shares 467 506 Allstate Corporation 19,467 shares 263 689 - -18- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value Aon Corporation 45,000 shares $ 948 $ 1,839 Aetna Life & Casualty Co. 20,000 shares 1,138 1,468 American General Corporation 80,064 shares 1,649 2,992 American International Group Inc. 33,000 shares 2,006 2,805 General RE Corporation 19,000 shares 1,934 2,869 Liberty Corporation 22,000 shares 596 715 Lincoln National Corporation 30,000 shares 759 1,388 Marsh & McLennan Companies Inc. 23,500 shares 1,953 2,065 Torchmark Corporation 25,000 shares 892 1,053 Argonaut Group Inc. 21,054 shares 155 642 Santa Anita Realty Enterprises 37,000 shares 649 499 Reuters Holdings Plc Adr 19,500 shares 450 1,030 Total Finance $ 32,629 $ 49,642 Other Vodafone Group Plc 57,000 shares $ 1,291 $ 2,337 Total Common Stocks $196,204 $334,452 TOTAL INVESTMENTS - Diversified Fund $218,019 $356,388 FIXED INCOME FUND Certificates of Deposit Bank of Hawaii $10,000,000 par value, 6.00% due November 27, 1995 $ 10,000 $ 10,000 BOFA Grand Cayman $10,000,000 par value, due December 18, 1995 10,000 10,000 Fifth Third Bank $10,000,000 par value, due October 12, 1995 10,000 10,000 First Alabama Bank $10,000,000 par value, due December 21, 1995 10,000 10,000 - -19- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value Mellon Bank $10,000,000 par value, due October 30, 1995 10,000 10,000 Wells Fargo $10,000,000 par value, due October 30, 1995 10,000 10,000 Total Certificates of Deposit $ 60,000 $ 60,000 Money Market Funds *First Interstate Pacific American Fund Bank of California U.S. Treasury $ 10,862 $ 10,862 U.S. Government Agencies Federal Home Loan Bank $30,000,000 par value Disc. Note due January 3, 1996 $29,135 $29,570 Federal Home Loan Bank $20,000,000 par value Disc. Note due March 21, 1996 19,456 19,474 Federal Home Loan Bank $10,000,000 par value Disc Note due December 25, 1995 9,779 9,866 U.S. Treasury Bills $11,000,000 par value due February 15, 1996 10,696 10,773 Total U.S. Government Agencies $69,066 $69,683 - -20- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value Corporate Debt Instruments Chase Manhattan Bank $9,900,000 par value due January 26, 1996 $ 9,690 $ 9,690 Chemical Bank $5,125,000 par value due November 17, 1995 5,082 5,082 Republic National Bank $10,000,000 par value due October 23, 1995 9,715 9,715 Total Corporate Debt Instruments $ 24,487 $ 24,487 TOTAL INVESTMENTS - Fixed Income Fund $164,415 $165,032 GUARANTEED RETURN FUND Money Market Funds *First Interstate Bank Pacific American Fund of California U.S. Treasury $ 698 $ 698 Group Annuity Contracts GIC Metropolitan Life Contract No. 13673, 5.00% $152,285 $152,285 GIC New York Life Contract No. 06719, 5.25% 83,091 83,091 GIC New York Life Contract No. 30194, 8.00% 83,486 83,486 Total Group Annuity Contracts $318,862 $318,862 TOTAL INVESTMENTS - Guaranteed Return Fund $319,560 $319,560 STOCK FUND A Common Stocks - Domestic *Rockwell International Corporation 32,921,873 shares $738,203 $1,555,559 *Rockwell International Corporation - Class A 9,572,318 shares 89,713 452,292 Total Common Stock $827,916 $2,007,851 - -21- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value Money Market Funds *First Interstate Bank Pacific American Fund of California U.S. Treasury $ 1,169 $ 1,169 TOTAL INVESTMENTS - Stock Fund A $829,085 $2,009,020 STOCK FUND B Common Stocks -Domestic *Rockwell International Corporation 9,460,467 shares $237,214 $ 447,008 *Rockwell International Corporation - Class A 1,980,792 shares 23,058 93,592 Total Common Stock $260,272 $ 540,600 Money Market Funds *First Interstate Bank Pacific American Fund of California U.S. Treasury $ 961 $ 961 TOTAL INVESTMENTS - Stock Fund B $261,233 $ 541,561 INTERMEDIATE TERM BOND FUND Money Market Funds *First Interstate Bank Pacific American Fund of California U.S. Treasury $ 718 $ 718 -22- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value U.S. Government & Agencies Federal Home Loan Bank $500,000 par value Disc. Note due October 23, 1995 $ 483 $ 498 Federal National Mortgage $600,000 par value Assoc. due July 17, 2000 600 592 U.S. Treasury Note $750,000 par value due August 15, 2003 737 730 U.S. Treasury Note $150,000,000 par value due June 30, 2000 1,504 1,492 U.S. Treasury Note $500,000 par value due May 15, 1998 499 503 U.S. Treasury Note $600,000 par value due May 31, 2000 604 605 U.S. Treasury Note $500,000 par value due August 31, 2000 505 504 U.S. Treasury Note $750,000 par value due May 15, 2005 741 767 U.S. Treasury Note $500,000 par value due March 31, 1997 499 506 U.S. Treasury Note $500,000 par value due April 30, 2000 502 514 U.S. Treasury Note $500,000 par value due March 31, 2000 498 517 U.S. Treasury Note $250,000 par value due February 15, 2005 257 272 Total U.S. Government & Agencies $ 7,429 $ 7,500 TOTAL INVESTMENTS - Intermediate Term Bond Fund $ 8,147 $ 8,218 - -23- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 ($ IN THOUSANDS) Column B Column C Column D Column E Description of investment, Identity of issue, including collateral, rate of borrower, lessor interest, maturity date, par Current or similar party or maturity value Cost Value *Loans to Participants Various loans; 7.0% to 11% due 12 to 20 months from date of loan $ 67,142 $ 67,142 Money Market Funds *First Interstate Bank Pacific American Fund of California U.S. Treasury $ 65 $ 65 TOTAL INVESTMENTS - Loan Fund $ 67,207 $ 67,207 TOTAL INVESTMENTS - ALL FUNDS $1,867,666 $3,466,986 * Party-in-interest - -24- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE YEAR ENDED SEPTEMBER 30, 1995 ($ 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) First Interstate Bank Pacific American Fund - of California U.S. Treasury $994,999 $994,999 $994,999 $ - First Interstate Bank Pacific American Fund - of California U.S. Treasury $995,892 995,892 995,892 - Rockwell International Corporation Common Stock 152,489 152,489 152,489 - Rockwell International Corporation Common Stock 5,852 3,360 5,852 2,492
- -25- INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33- 32662 of Rockwell International Corporation on Form S-8, and the Prospectus dated February 1, 1996 with respect to the Securities covered thereby, of our report dated March 1, 1996, appearing in this Annual Report on Form 11-K of the Rockwell International Corporation Savings Plan for the year ended September 30, 1995. Deloitte & Touche LLP Pittsburgh, Pennsylvania March 22, 1996 S-2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed by the undersigned, hereunto duly authorized. ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN By Alfred J. Spigarelli Alfred J. Spigarelli Plan Administrator Date: March 22, 1996 S-1 -----END PRIVACY-ENHANCED MESSAGE-----