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, 1997
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
600 Anton Boulevard, Suite 700
Costa Mesa, California 92626-7147
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR
SALARIED EMPLOYEES
INDEX
PAGE NUMBER
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997 AND 1996 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996 3 - 4
NOTES TO FINANCIAL STATEMENTS 5 - 13
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
DECEMBER 31, 1997 14
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
INDEPENDENT AUDITORS' REPORT
To the Allen-Bradley Savings and Investment Plan for Salaried Employees
and to Plan Participants:
We have audited, by fund (for December 31, 1996) and in total, the
accompanying statements of net assets available for benefits of the Allen-
Bradley Savings and Investment Plan for Salaried Employees as of December 31,
1997 and 1996, 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 (for December 31, 1996) and in total, the net assets
available for benefits of the Plan as of December 31, 1997 and 1996, 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 schedule
of assets held for investment purposes at December 31, 1997 is presented for
the purpose of additional analysis and is not a required part of the basic
financial statements, but is 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. This supplemental
schedule is the responsibility of the Plan's management. The supplemental
schedule has been subjected to the auditing procedures applied in our audit of
the basic financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial
statements taken as a whole.
Deloitte & Touche, LLP
Pittsburgh,Pennsylvania
June 19, 1998
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
1997 1996
ASSETS
Investments:
Master Defined Contribution Trust $337,133,667 $ -
Diversified fund - 70,519,762
Fixed income fund - 3,957,371
Guaranteed return fund - 172,537,723
Stock Fund A - 15,905,429
Stock Fund B - 3,473,310
Stock Fund C - 1,101,333
Stock Fund D - 125,562
Intermediate term bond fund - 6,018,042
Loan fund 5,926,371 4,459,443
Total investments 343,060,038 278,097,975
Receivables
Income 333 11,455
Employee Contributions 851,149 761,328
Employer Contributions 405,290 359,272
Total Receivables 1,256,772 1,132,055
TOTAL ASSETS AND NET ASSETS
AVAILABLE FOR BENEFITS $344,316,810 $279,230,030
See notes to financial statements.
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ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1996
Fixed Guaranteed Intermediate
1997 1996 Diversified Income Return Term Bond
Total Total Fund Fund Fund Fund
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $279,230,030 $230,361,881 $39,503,916 $ 3,040,919 $176,327,357 $5,113,196
INCOME:
Earnings from Investments:
Net earnings in Master
Defined Contribution Trust 33,658,889 - - - - -
Dividends 355,287 205,537 - - - -
Interest 122,130 28,681 6,093 145 3,544 214
Net appreciation (depreciation)
in fair value of investments (137,286) 24,005,727 9,594,160 157,294 11,609,299 158,778
Total earnings from
investments 33,999,020 24,239,945 9,600,253 157,439 11,612,843 158,992
Contributions:
Employer 12,564,296 10,726,735 - - - -
Participants 26,283,019 24,304,980 12,549,507 787,458 9,126,179 1,145,500
Total contributions 38,847,315 35,031,715 12,549,507 787,458 9,126,179 1,145,500
Total income 72,846,335 59,271,660 22,149,760 944,897 20,739,022 1,304,492
EXPENSES:
Payments to participants
or beneficiaries 15,330,226 13,006,394 442,095 101,181 11,567,464 25,090
Administrative Expenses - 32,117 - 32,117 - -
Total expenses 15,330,226 13,038,511 442,095 133,298 11,567,464 25,090
NET INCOME (LOSS) 57,516,109 46,233,149 21,707,665 811,599 9,171,558 1,279,402
Net transfers between the funds - - 9,785,242 (2,558,871) (12,704,185) (338,463)
Transfers to (from) the Plan 7,570,671 2,635,000 (66,493) 2,663,842 - -
Total transfers 7,570,671 2,635,000 9,718,749 104,971 (12,704,185) (338,463)
NET INCREASE (DECREASE) 65,086,780 48,868,149 31,426,414 916,570 (3,532,627) 940,939
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $344,316,810 $279,230,030 $70,930,330 $ 3,957,489 $172,794,730 $6,054,135
See notes to financial statements. -3-
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONT'D.)
1996
Stock Stock Boeing Boeing
Fund Fund Stock Stock Loan
A B Fund C Fund D Fund
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ 4,332,431 $ - $ - $ - $2,044,062
INCOME:
Earnings from Investments:
Net earnings in Master Defined
Contribution Trust
Dividends 196,812 $ 8,725 -
Interest 13,585 5,100 -
Net appreciation in fair
value of investments 2,152,233 208,681 $ 112,460 $ 12,822 -
Total earnings from
investments 2,362,630 222,506 112,460 12,822 -
Contributions:
Employer 10,726,735 - -
Participants - 696,336 - - -
Total contributions 10,726,735 696,336 - - -
Total income 13,089,365 918,842 112,460 12,822 -
EXPENSES:
Payments to participants
or beneficiaries 184,085 10,137 - - 676,342
Administrative expenses - - - - -
Total expenses 184,085 10,137 - - 676,342
NET INCOME (LOSS) 12,905,280 908,705 112,460 12,822 (676,342)
Net transfers between the funds (5,906) 2,730,460 - - 3,091,723
Transfers to (from) the Plan (965,452) (98,510) 988,873 112,740 -
Total transfers (971,358) 2,631,950 988,873 112,740 3,091,723
NET INCREASE 11,933,922 3,540,655 1,101,333 125,562 2,415,381
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $16,266,353 $ 3,540,655 $1,101,333 $ 125,562 $4,459,443
See notes to financial statements. -4-
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
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. 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. Wells Fargo, N.A. is the trustee of the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974.
The Plan's investments have been transferred into the Master Defined
Contribution Trust ("Master Trust"). With the exception of the
participant loan fund, which was held outside the Master Trust at
December 31, 1997, and the Rockwell and Boeing stock funds which were
transferred into the Master Trust in September 1997 and the Meritor
stock funds which were received in the Master Trust in October 1997,
all other funds of the Plan were included in the Master Trust on
January 1, 1997. See Footnote 5 for additional information. The
Master Trust consists of ten funds: (i) the Fixed Income Fund, which
invests primarily in debt securities with maturities of three years or
less; (ii) the Diversified Fund, which invests primarily in equity
securities; (iii) the Guaranteed Return Fund, which invests in
insurance company contracts providing a guarantee of principal and
stated rate of interest for a specified period; (iv) the Intermediate
Term Bond Fund, which invests in U. S. Treasury and government agency
bonds and corporate debt with intermediate maturities averaging five
years or less; (v) Stock Funds A and B, which invest in or hold the
common stock and the Class A Common Stock of Rockwell; (vi) Stock
Funds C and D which invest in or hold the Common Stock of The Boeing
Company ("Boeing"); and (vii) Stock Funds E and F which invest in or
hold Common Stock of Meritor Automotive, Inc. ("Meritor"). See
Footnote 6 for additional information regarding Boeing and Meritor.
The Rockwell Class A Common Stock was converted to Common Stock
effective February 23, 1997.
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
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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 is required
to contribute out of its current or accumulated earnings and profits,
but not otherwise, a variable amount equal to 50% to 100% of the total
amount of participant contributions provided that such amount shall
not exceed an amount equal to 6% of a participant's compensation, less
the amount of any forfeitures as provided by the Plan. The percentage
match is determined based on consolidated net sales growth of Rockwell
Automation. Company contributions are made in the form of cash or
common stock of Rockwell or any combination thereof. Effective
January 1, 1998, the Company matching contribution to the Plan will no
longer be variable based on growth in sales. Rockwell will contribute
an amount equal to 50% of the first 6% of eligible compensation
contributed by participants.
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; (v) the Stock Fund B; 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 annually elect to convert all or a part of
their percentage interest in a guaranteed investment contract into
units in other funds as the insurance contracts held within the
Guaranteed Return Fund expire. Participants may not elect to
contribute to the Boeing or Meritor Stock funds
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 each business day. However, voting rights are
extended to participants in proportion to their interest in Rockwell
Common Stock held in Stock Fund A and Stock Fund B, 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. Vesting in the
Company contribution portion of participant accounts plus actual
earnings thereon is based on years of credited service. A participant
- -6-
is 100 percent vested after five years of credited service. Partial
vesting occurs at a rate of 20% per year of credited service.
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 after a minimum of 12
months. 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 remain in the Plan
and subsequently are used to 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
participants' accounts may be made at any time. Effective October 1,
1997, the Plan changed to daily processing of all transactions. As a
result, at December 31, 1997 there were no amounts due to participants
who had withdrawn from the Plan. As of December 31, 1996, net assets
available for benefits included benefits of $1,203,020, due to
participants who had withdrawn from participation in the Plan or who
had 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 Plan assets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The investments held in the Master Trust (1997 see footnote 5) and the
investments held individually by the Plan in 1996 were valued as follows:
a. Valuation of Guaranteed Return Fund (formerly "Pooled Insurance
Contract Fund") - At December 31, 1997 and 1996, the investment in the
Guaranteed Return Fund is valued at fair value. 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
- -7-
Defined Contribution Plans" ("SOP"). The SOP requires a defined
contribution plan to report investment contracts with fully benefit
responsive features at contract value and other investment contracts
at fair value. According to the provisions of SOP 94-4, the pooled
insurance contracts have been determined to be non-fully benefit
responsive. As such, the contracts are presented at fair value on the
statements of net assets available for benefits at December 31, 1997
and 1996. The crediting interest rates for the contracts ranged from
5.84% to 6.84% in 1997, and the crediting interest rate at December
31, 1996 was 6.27%.
b. Valuation of Fixed Income Fund, the Intermediate Term Bond Fund and
the Diversified Fund (Pooled Investment Funds) - Investments in the Fixed Income
Fund, the Intermediate Term Bond Fund and the Diversified Fund are stated at
fair value based on quoted market prices reported on the last business
day of the Plan's year.
c. Valuation of Money Market Fund - Investments in the money market fund
are stated at fair value, which is equivalent to cost.
d. Valuation of Rockwell Common Stock, Boeing Common Stock and Meritor
Common Stock - Investments in Rockwell, Boeing and Meritor 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.
e. Expenses - The Plan's expenses are paid by the Plan or the Company, as
provided by the Plan document.
f. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires Plan
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions to the
Plan's net assets available for benefits during the reporting period.
Actual results could differ from those estimates.
3. UNIT VALUES
Participation units outstanding and participants' equity per unit at
December 31, 1996 is as follows:
Participants'
Equity Per
1996 Units Outstanding Unit
Guaranteed Return Fund 156,405,352 $1.092
Fixed Income Fund 3,578,602 1.073
Diversified Fund 58,284,436 1.227
Intermediate Term Bond Fund 5,787,393 1.056
Rockwell Stock Fund A 13,381,817 1.222
Rockwell Stock Fund B 3,578,925 1.067
Boeing Stock Fund C 987,457 1.114
Boeing Stock Fund D 238,553 1.114
- -8-
4. TAX STATUS
The Plan obtained its latest determination letter in 1996, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan 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.
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, 1997. Therefore, no provision for income taxes is included
in the Plan's financial statements.
5. MASTER DEFINED CONTRIBUTION TRUST
At December 31, 1997, with the exception of the participant loan fund, the
Plan's investment assets are held in the Master Defined Contribution Trust
account (Master Trust) at Wells Fargo, N.A. Use of the Master Trust
permits the commingling of the trust assets of a number of benefit plans
of Rockwell and its subsidiaries for investment and administrative
purposes. Although assets are commingled in the Master Defined
Contribution Trust, Wells Fargo, N.A. maintains supporting records for the
purpose of allocating the net earnings of the investment accounts to the
various participating trusts.
The investment accounts of the Master Defined Contribution Trust are
valued at fair value at the end of each day. The net gain or loss of the
accounts for each day is allocated by the trustee to each participating
trust based on the relationship of the interest of each trust to the total
of the interests of all participating trusts. If available, quoted market
prices are used to value investments at fair value. In instances wherein
quoted market prices are not available, the fair value of investments is
estimated primarily by independent investment brokerage firms and
insurance companies. The funds held by the Master Defined Contribution
Trust are the same as those discussed in Footnote 1.
- -9-
The net assets of the Master Trust at December 31, 1997 are summarized as
follows:
1997
Assets:
Cash and equivalents $ 151,789,487
U.S. Government securities 52,855,764
Corporate bonds and debentures 16,296,122
Corporate stocks 3,225,666,216
Guaranteed investment contracts 446,246,073
Accrued income 2,117,905
Total assets and net assets
available for benefits $3,894,971,567
The net investment gain of the Master Trust for the year ended December
31, 1997 is summarized as follows:
1997
Interest $ 36,452,298
Dividends 22,897,520
Net appreciation (depreciation)
U.S. Government securities (412,594)
Corporate bonds and debentures 301,248
Common stocks (54,950,172)
Total investment gain $ 4,288,300
The Plan's interest in the total Master Defined Contribution Trust as a
percentage of net assets of the Master Defined Contribution Trust was
approximately 9% at December 31, 1997.
Prior to the transfer of assets to the Master Defined Contribution Trust
in 1997, income of $477,417 and net depreciation of $137,286 occurred in
the various equity funds.
6. CHANGES IN THE PLAN
On December 6, 1996, Rockwell divested its former Aerospace and Defense
businesses to Boeing by means of a merger in which the predecessor
corporation became a wholly-owned subsidiary of Boeing. As a result of
this transaction, participants of the Plan received .042 shares of Boeing
common stock for each share of Rockwell common stock which they held as of
the transaction date. Also effective December 6, 1996, Boeing Stock Funds
C and D, representing Company matching and participant contribution
accounts, respectively, were added to the Plan to hold the shares of
Boeing Common Stock.
Effective October 1, 1997 the Plan moved from monthly valuations to daily
valuations. Most transactions are processed on the date received,
provided they are received prior to the close of the New York Stock
Exchange.
- -10-
On September 30, 1997, Rockwell spun-off its Automotive business into an
independent, separately traded, publicly held company, Meritor Automotive,
Inc. (Meritor) and distributed all of the outstanding shares of common
stock of Meritor to holders of Rockwell Common Stock. As a result of this
transaction, participants of the Plan received one share of Meritor Common
Stock for every three shares of Rockwell Common Stock which they held as
of the transaction date. Also effective September 30, 1997, Meritor Stock
Funds E and F, consisting of Meritor Common Stock, have been added to the
plan. Effective October 1, 1997 participants may elect to transfer all or
a portion of their account balances in Meritor Stock Fund E and Stock Fund
F to other investment funds within this Plan. Special rules apply on
which funds are available for transfer.
Effective January 1, 1998 participants may elect to transfer all or a
portion of their account balances in Boeing Stock Funds C and D to other
investment funds within this Plan. Special rules apply on which funds are
available for transfer.
Participants should refer to the Plan document for more complete
information regarding changes in the Plan.
- -11-
8. RECONCILIATION OF STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS TO FORM 5500 AS OF DECEMBER 31, 1996
Rockwell Rockwell
Fixed Guaranteed Stock Stock
Total per Diversified Income Return Fund Fund
Form 5500 Fund Fund Fund A B
INVESTMENTS:
Money market funds $ 523,381 $ 264 $ 22 $ - $ 80,607 $ 442,465
Pooled investment funds 80,494,866 70,519,498 3,957,349 - - -
Group annuity contracts 172,537,723 - - 172,537,723
Corporate stock - common 20,082,562 - - - 15,824,822 3,030,845
Loans to participants 4,459,443 - - - -
Total investments $278,097,975 $70,519,762 $3,957,371 $172,537,723 $15,905,429 $3,473,310
- -12-
8. RECONCILIATION OF STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS TO FORM 5500 AS OF DECEMBER 31, 1996
(CONTINUED)
Boeing Boeing
Stock Stock Intermediate
Fund Fund Term Bond Loan
C D Fund Fund
INVESTMENTS:
Money market funds $ - $ - $ 23 $ -
Pooled investment funds - - 6,018,019 -
Group annuity contracts - - - -
Corporate stock - common 1,101,333 125,562 - -
Loans to participants - - - 4,459,443
Total investments $1,101,333 $125,562 $6,018,042 $4,459,443
- -13
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
Column A Column B Column C Column D Column E
Description of investment
Identity of issue, including collateral, rate
borrower, lessor of interest, maturity date, Current
or similar party par or maturity value Cost Value
* Wells Fargo, N.A. Master Defined Contribution
Trust $284,331,694 $337,133,667
* Participant Loans Participant Loans; Prime rate
plus 1% due 12 to 120 months
from date of loan 5,926,371 5,926,371
Total Investments $290,258,065 $343,060,038
*Party-in-interest
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-17031 of Rockwell International Corporation on Form S-8, and the
Prospectus dated November 27, 1996, with respect to the Securities covered
thereby, of our report dated June 19, 1998, 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, 1997.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 25, 1998
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.
ALLEN-BRADLEY SAVINGS AND INVESTMENT
PLAN FOR SALARIED EMPLOYEES
By Alfred J. Spigarelli
Alfred J. Spigarelli
Plan Administrator
Date:June 25, 1998
S-1