-----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, A9z5/2kXCILn5kDRed7Iu0oZkDaRmBRljeE5sSLPgVIgihd0GCMjbKRH4D06sJfT XTbCx8D+IpOjKcfV5g1yuw== 0000084636-96-000024.txt : 19960725 0000084636-96-000024.hdr.sgml : 19960725 ACCESSION NUMBER: 0000084636-96-000024 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: 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: 96587751 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 12/31/95 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 December 31, 1995 ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES ROCKWELL INTERNATIONAL CORPORATION 2201 Seal Beach Boulevard Seal Beach, California 90740 ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-8 SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1995: Item 27a - Schedule of Assets Held for Investment Purposes 9 Item 27d - Schedule of Reportable Transactions 10 SIGNATURES S-1 EXHIBIT: INDEPENDENT AUDITORS' CONSENT S-2 INDEPENDENT AUDITORS' REPORT To the Allen-Bradley Savings and Investment Plan for Salaried Employees and Participants: We have audited the accompanying financial statements of the Allen-Bradley Savings and Investment Plan for Salaried Employees, formerly known as the Allen-Bradley Employee Savings Plan for Salaried Employees, as of December 31, 1995 and 1994 and for the years then ended, listed in the Table of Contents. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information by fund in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of the individual funds. The supplemental schedules and supplemental information by fund are the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund have been subjected to the auditing procedures applied in our audit of the basic 1995 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche June 20, 1996 ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994
SUPPLEMENTAL INFORMATION BY FUND Non-Participant Participant Directed Directed Guaranteed Fixed Intermediate Rockwell December 31, Return Income Diversified Term Bond Stock December 31, 1995 Fund Fund Fund Fund Loan Fund Fund A 1994 Pooled insurance contract fund $176,372,360 $176,372,360 $195,551,415 Pooled investment funds 46,838,329 $3,011,553 $38,778,161 $5,048,615 Money market fund 698,030 $ 698,030 300,481 Participant loans 1,924,114 $1,924,114 Common stock- Rockwell International Corporation 3,127,715 3,127,715 Total investments 228,960,548 176,372,360 3,011,553 38,778,161 5,048,615 1,924,114 3,825,745 195,851,896 Contributions receivable 1,401,333 121,658 32,722 664,995 75,272 506,686 975,023 Interfund transfers (166,661) (3,356) 60,760 (10,691) 119,948 TOTAL ASSETS AND NET ASSETS AVAILABLE FOR BENEFITS $230,361,881 $176,327,357 $3,040,919 $39,503,916 $5,113,196 $2,044,062 $4,332,431 $196,826,919 See notes to financial statements.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1995 AND 1994
SUPPLEMENTAL INFORMATION BY FUND Non-Participant Participant Directed Directed Guaranteed Fixed Intermediate Rockwell December 31, Return Income Diversified Term Bond Stock December 31, 1995 Fund Fund Fund Fund Loan Fund Fund A 1994 ADDITIONS TO PLAN ASSETS: Earnings from investments: Interest $ 14,005,091 $13,997,989 $ 113 $ 873 $ 6,116 $12,101,854 Dividends 4,253 4,253 Net appreciation (depreciation) in fair value of investments 302,814 $15,426 (36,757) 53,524 270,621 Total investment income (loss) 14,312,158 13,997,989 15,426 (36,644) 54,397 280,990 12,101,854 Contributions received or receivable from: Employer 9,065,723 5,011,844 4,053,879 6,364,726 Participants 21,899,553 20,127,393 66,958 1,546,874 158,328 18,607,716 Total contributions 30,965,276 25,139,237 66,958 1,546,874 158,328 4,053,879 24,972,442 Total additions 45,277,434 39,137,226 82,384 1,510,230 212,725 4,334,869 37,074,296 DEDUCTIONS FROM PLAN ASSETS: Payments to participants or beneficiaries 11,742,472 11,683,199 (6,213) 67,200 (4,152) 2,438 7,286,360 Net income 33,534,962 27,454,027 88,597 1,443,030 216,877 4,332,431 29,787,936 NET TRANSFERS BETWEEN FUNDS (47,953,589) 2,952,322 38,060,886 4,896,319 $2,044,062 TRANSFER FROM RELATED PLAN 62,975 NET INCREASE (DECREASE) 33,534,962 (20,499,562) 3,040,919 39,503,916 5,113,196 2,044,062 4,332,431 29,850,911 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 196,826,919 196,826,919 166,976,008 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $230,361,881 $176,327,357 $3,040,919 $39,503,916 $5,113,196 $2,044,062 $4,332,431 $196,826,919 See notes to financial statements.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 1. DESCRIPTION OF PLAN The following brief description of the Allen-Bradley Savings and Investment Plan for Salaried Employees (the "Plan") is provided for general information purposes only. Prior to October 1, 1995, the Plan's name was the Allen-Bradley Employee Savings Plan for Salaried Employees. Participants should refer to the Plan document for more complete information. a. General - The Plan is a defined contribution savings plan established by Allen-Bradley Company, Inc. (the "Company"). The Company is a wholly-owned subsidiary of Rockwell International Corporation ("Rockwell"). The Savings Plan Benefit Committee and the Plan Administrator control and manage the operation and administration of the Plan. Effective October 1, 1995, First Interstate Bank of California (the "Trustee") became the trustee of the Plan assets. Prior to that time an officer of the Company was trustee of the Plan assets. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. The Plan provides for four investment funds in which participant contributions to the Plan may be invested. These are the Fixed Income Fund, which invests primarily in debt securities with maturities of three years or less; the Diversified Fund, which invests primarily in stocks, bonds and other corporate securities, except those issued by Rockwell; the Guaranteed Return Fund, which invests in insurance company contracts providing a guarantee of principal and stated rate of interest for a specified period; and the Intermediate Term Bond Fund, which invests in U. S. Treasury and government agency bonds with intermediate maturities averaging five years or less. Company contributions are invested in the Rockwell Stock Fund A, which invests in common stock of Rockwell. Prior to October 1, 1995, generally all contributions were invested in a pooled guaranteed insurance contract fund. The operating results of such fund prior to October 1, 1995 are included with the Guaranteed Return Fund for 1995. b. Participation - The Plan provides that eligible employees electing to become participants may contribute up to a maximum of 14% of compensation, as defined in the Plan. Participant contributions can be made either before or after U.S. federal taxation of a participant's compensation. However, a participant's contribution on a before-tax basis is limited to 9% of the participant's base compensation for non-highly compensated participants and to 8% for highly compensated participants. In addition, the Company contributes out of its current or accumulated earnings and profits, but not otherwise, an amount equal to 50% of the total amount of participant contributions provided that such amount shall not exceed an amount equal to 3% of compensation, less the amount of any forfeitures as provided by the Plan. Effective October 1, 1995, the Plan was amended to provide for a variable Company match ranging from 50% to 100% of a participant's contributions, provided that such amount does not exceed 6% of a participant's base compensation. The percentage match is determined based on consolidated net sales growth of Rockwell Automation. Company contributions, effective October 1, 1995, are made in the form of cash or common stock of Rockwell or any combination thereof. c. Investment Elections - Participants may elect to have their participant contributions made to (i) the Fixed Income Fund; (ii) the Diversified Fund; (iii) the Guaranteed Return Fund; (iv) the Intermediate Bond Fund; or in 5% increments among any or all of the above funds. Company contributions are made entirely to the Rockwell Stock Fund A. Participants with units in the Guaranteed Return Fund may elect to convert all or a part of their percentage interest in an insurance contract into units in other funds as the insurance contracts held within the Guaranteed Return Fund expire. d. Unit Values - Participants do not own specific securities or other assets in the various Funds, but have an interest therein represented by units valued as of the last business day of the month, which is generally the last stock-trading day of the month. However, voting rights are extended to participants in proportion to their interest in Rockwell Common Stock held in Stock Fund A, as represented by common units. Between valuation dates, contributions to and withdrawal payments from each fund are converted to units by dividing the amount of such transactions by the unit value as last determined, and the participants' accounts are charged or credited, as the case may be, with the number of units properly attributable to each participant. e. Vesting - Each participant is fully vested at all times in the portion of a participant's account which relates to the participant's contributions and earnings thereon. Upon termination of employment, participants may receive their account balance, to the extent vested, in the form of a lump sum payment, installment payments or an annuity contract from a legal reserve life insurance company. Amounts contributed after October 1, 1995 will no longer be distributed in the form of an annuity contract from a legal reserve life insurance policy. Vesting in the Company contribution portion of participant accounts plus actual earnings thereon is based on years of credited service. A participant is 100 percent vested after five years of credited service. Partial vesting occurs at a rate of 20% per year of credited service. Vesting prior to October 1, 1995 was based on participation in the Plan. Participant before-tax contributions can be withdrawn provided the participant has either attained the age of 59-1/2 or is able to demonstrate financial hardship. f. Loans - A participant may obtain a loan in an amount as defined in the Plan (not less than $1,000 and not greater than $50,000 or 50% of the participant's account balance) from the balance of the participant's account. Interest is charged at a rate equal to the prime rate plus 1%. The loans can be repaid through payroll deductions over periods ranging from 12 to 60 months or up to 120 months for the purchase of a primary residence, or they can be repaid in full at any time. Payments of principal and interest are credited to the participant's account. Participants may have only one outstanding loan at a time. g. Forfeitures - When certain terminations of participation in the Plan occur, the nonvested portion of the participant's account represents a forfeiture, as defined in the Plan. Forfeitures revert to the Company and reduce the Company's contributions to the Plan. However, if the participant is reemployed and fulfills certain requirements, as defined in the Plan, the participant's account will be restored. h. Benefit Claims Payable - Distributions and withdrawals from participant's accounts may be made at any time effective October 1, 1995. Prior to that time, distributions and withdrawals were made quarterly. As of December 31, 1995 and 1994, net assets available for benefits included benefits of $440,515 and $2,385,743, respectively, due to participants who have withdrawn from participation in the Plan or who have requested partial distributions. i. Priorities Upon Termination of the Plan - The Company has the authority to suspend contributions to the Plan or to terminate or modify the Plan from time to time. In the event that the Plan is terminated or contributions by the Company are discontinued, each participant's employer contributions account will be fully vested. Benefits under the Plan will be provided solely from the Plan assets. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Accounting - The accompanying financial statements have been prepared on the accrual basis of accounting. b. Valuation of Pooled Insurance Contract Fund - The pooled insurance contract fund is valued at the composite contract value of the guaranteed investment contracts held in the fund. Contract value represents contributions made by participants under the contracts, plus interest at the contract rates, less withdrawals or transfers by participants. The fair value of the Plan's investment in the Pooled Insurance Contract Fund was approximately $179.8 million as of December 31, 1995. c. Valuation of Pooled Investment Funds - The Plan's interest in pooled investment funds represents investments in pooled investment funds in which the Plan and other Company and Rockwell defined contribution plans participate. The Plan's interest in the funds is carried at fair value based on quoted market prices. d. Valuation of Money Market Fund - Investments in a money market fund are stated at fair value, which is equivalent to cost. e. Valuation of Rockwell Common Stock - Investments in Rockwell Common Stock are stated at fair value based upon closing sales prices reported on recognized securities exchanges on the last business day of the fiscal year. f. Expenses - The Plan's expenses are paid by the Plan or the Company, as provided by the Plan document. g. Reclassifications - Certain 1994 amounts have been reclassified to conform with the 1995 presentation. 3. INVESTMENTS The Plan's investments which exceeded 5% of the Plan's net assets as of December 31, 1995 and 1994 are as follows: 1995 1994 Guaranteed Return Fund (Pooled Insurance Contract Fund) $176,372,360 $195,551,415 Diversified Fund (Pooled Equity Fund) 38,778,161 4. UNIT VALUES Participation units outstanding and participants' equity per unit at December 31, 1995 are as follows: Units Participants' Outstanding Equity per Unit Guaranteed Return Fund 172,363,008 $1.023 Fixed Income Fund 2,984,219 1.019 Diversified Fund 38,881,807 1.016 Intermediate Term Bond Fund 4,988,484 1.025 Rockwell Stock Fund A 4,018,953 1.078 5. TAX STATUS The Plan obtained its latest determination letter in 1987, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. The Plan was not timely amended to bring it into compliance with the requirements of the Tax Reform Act of 1986 and the Technical and Miscellaneous Revenue Act of 1988. The Company voluntarily requested to correct the defect under the Closing Agreement Program of the Internal Revenue Service. Under this program, the Company amended the Plan on September 28, 1995, to bring the Plan into compliance. On June 11, 1996, the Company and the Internal Revenue Service entered into a signed closing agreement in which the Internal Revenue Service concluded that it will treat the Plan as having been timely amended for purposes of the Tax Reform Act of 1986 and the Technical and Miscellaneous Revenue Act of 1988 with respect to plan years beginning after December 31, 1986. As part of the agreement, the Company paid $67,500 in penalties. Effective October 1, 1995, the Plan was amended and restated. The Company has not yet received a determination letter for the amended and restated plan. The Company believes that the Plan currently is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that, therefore, the Plan continues to qualify under Section 401(a) and the related trust continues to be tax-exempt as of December 31, 1995. Therefore, no provision for income taxes is included in the Plan's financial statements. ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 Column B Column C Column D Column E Description of Investment, Including Identity of Issue, Collateral, Rate of Borrower, Lessor or Interest, Maturity Date, Similar Party Par or Maturity value Cost Current Value Pooled Insurance Contract Fund: Guaranteed Return Fund (1) Pooled insurance contract fund 17,358,277 units $176,372,360 $176,372,360 Pooled Investment Funds: Diversified Fund (1) Pooled equity fund; 3,803,332 units 38,815,570 38,778,161 Fixed Income Fund (1) Pooled income fund; 295,231 units 2,996,150 3,011,553 Intermediate Term Pooled bond fund; Bond Fund (1) 486,642 units 4,995,119 5,048,615 Total Pooled Investment Funds 46,806,839 46,838,329 *Rockwell International Corporation Common stock, Common Stock 59,153 shares 2,857,036 3,127,715 *Loans to Participants Notes, 9.75% due 12 to 60 months from date of loan 1,924,114 1,924,114 Money Market Funds: *First Interstate Bank Pacific American of California Fund U.S. Treasury 698,030 698,030 TOTAL INVESTMENTS $228,658,379 $228,960,548 * Party-in-interest (1) Pooled funds held by First Interstate Bank of California, as trustee. ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1995
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN I Current Value of Asset on Identity of Purchase Selling Cost of Transaction Gain or Party Involved Description of Asset Price Price Asset Date (Loss) SERIES TRANSACTIONS: Guaranteed Return Fund Pooled Insurance Contract Fund $86,993,261 $86,993,261 $86,993,261 Guaranteed Return Fund Pooled Insurance Contract Fund $69,726,100 69,726,100 69,726,100 Diversified Fund Pooled Equity Fund 41,078,944 41,078,944 41,078,944 Diversified Fund Pooled Equity Fund 2,264,260 2,263,375 2,264,260 $885 SINGLE TRANSACTIONS: Guaranteed Return Fund Pooled Insurance Contract Fund 30,104,672 30,104,672 30,104,672 Guaranteed Return Fund Pooled Insurance Contract Fund 29,441,606 29,441,606 29,441,606 Guaranteed Return Fund Pooled Insurance Contract Fund 52,050,240 52,050,240 52,050,240 Diversified Fund Pooled Equity Fund 40,059,089 40,059,089 40,059,089
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed by the undersigned, hereunto duly authorized. ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES By: Roger J. Freitag Roger J. Freitag Plan Administrator Date: June 28, 1996 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-00705 of Rockwell International Corporation on Form S-8, and the Prospectus dated February 5, 1996 with respect to the Securities covered thereby, of our report dated June 20, 1996, appearing in this Annual Report on Form 11-K of the Allen-Bradley Savings and Investment Plan for Salaried Employees for the year ended December 31, 1995. Deloitte & Touche LLP Deloitte & Touche LLP Pittsburgh, Pennsylvania June 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----