<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Rockwell International Corporation
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[ROCKWELL LOGO]
December 29, 2000
Dear Shareowner:
You are cordially invited to attend the annual meeting of shareowners of the
Corporation.
The meeting will be held in The Grand Ballroom at The Pfister Hotel, 424 East
Wisconsin Avenue, Milwaukee, Wisconsin, on Wednesday, February 7, 2001, at 10
a.m. (Central Standard Time). At the meeting there will be a current report on
the activities of the Corporation followed by discussion and action on the
matters described in the Proxy Statement. Shareowners will then have an
opportunity to comment on or to inquire about the affairs of the Corporation
that may be of interest to shareowners generally.
If you plan to attend the meeting, please request an admittance card in one of
the ways described in the box on the last page of the proxy statement.
We sincerely hope that as many shareowners as can conveniently attend will do
so.
Sincerely yours,
/s/ Don H. Davis, Jr.
Don H. Davis, Jr.
Chairman of the Board and Chief Executive Officer
<PAGE> 3
ROCKWELL INTERNATIONAL CORPORATION
_____________________________________________
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
Notice of 2001 Annual Meeting of Shareowners
TO THE SHAREOWNERS OF
ROCKWELL INTERNATIONAL CORPORATION:
NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Shareowners of
Rockwell International Corporation will be held in The Grand Ballroom at The
Pfister Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on Wednesday,
February 7, 2001, at 10 a.m. (Central Standard Time) for the following purposes:
(a) to elect four members of the Board of Directors of the Corporation with
terms expiring at the Annual Meeting in 2004;
(b) to consider and vote on a proposal to approve the selection by the
Board of Directors of the firm of Deloitte & Touche LLP as auditors of
the Corporation; and
(c) to transact such other business as may properly come before the
meeting.
Only shareowners of record at the close of business on December 11, 2000,
will be entitled to notice of, and to vote at, the meeting.
By order of the Board of Directors.
/s/ William J. Calise, Jr.
William J. Calise, Jr.
Secretary
December 29, 2000
NOTE: THE BOARD OF DIRECTORS SOLICITS VOTES BY THE EXECUTION AND PROMPT RETURN
OF THE
ACCOMPANYING PROXY IN THE ENCLOSED RETURN ENVELOPE OR BY USE OF THE
CORPORATION'S TELEPHONE OR INTERNET VOTING PROCEDURES.
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<PAGE> 4
Proxy Statement
The 2001 Annual Meeting of Shareowners of Rockwell International
Corporation will be held on February 7, 2001, for the purposes set forth in the
accompanying Notice of 2001 Annual Meeting of Shareowners. This statement and
the accompanying proxy, which are first being sent to shareowners on or about
December 29, 2000, are furnished in connection with the solicitation by the
Board of Directors of proxies to be used at the meeting and at any adjournment
thereof. If a shareowner duly executes and returns a proxy in the accompanying
form or uses the Corporation's telephone or internet voting procedures to
authorize the named proxies to vote the shareowner's shares, those shares will
be voted as specified, and if no specification is made, the shares will be voted
in accordance with the recommendations of the Board of Directors. The proxy and
any votes cast using the Corporation's telephone or internet voting procedures
may be revoked prior to exercise by delivering written notice of revocation to
the Secretary of the Corporation, by executing a later dated proxy, by casting a
later vote using the telephone or internet voting procedures or by attending the
meeting and voting in person.
The Corporation, which was incorporated in 1996, is the successor to the
former Rockwell International Corporation, which was incorporated in 1928, as
the result of a tax-free reorganization completed December 6, 1996. References
in this Proxy Statement to the Corporation, Board of Directors and executive
officers of the Corporation with respect to periods on or prior to December 6,
1996 shall mean, unless otherwise stated, the predecessor corporation and its
Board of Directors and executive officers.
It is the Corporation's policy to keep confidential proxy cards, ballots
and voting tabulations that identify individual shareowners except as may be
necessary to meet any applicable legal requirements and, in the case of any
contested proxy solicitation, as may be necessary to permit proper parties to
verify the propriety of proxies presented by any person and the results of the
voting. The judges of election and any employees associated with processing
proxy cards or ballots and tabulating the vote are required to acknowledge their
responsibility to comply with this policy of confidentiality.
For shareowners participating in the ChaseMellon Investor Services Program
for Rockwell shareowners, the administering bank will vote the shares that it
holds for the participant's account only in accordance with the proxy returned
by the participant to the Corporation, or in accordance with instructions given
pursuant to the Corporation's telephone or internet voting procedures or in
accordance with other written instructions.
VOTING SECURITIES
On December 11, 2000, the record date for the meeting, the Corporation had
outstanding 182,204,557 shares of Common Stock. Each holder of Common Stock is
entitled to one vote for each share held. The following table shows, as of
December 11, 2000, except as otherwise indicated, information with respect to
the persons known to the Corporation, based on statements filed with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13(d)
or 13(g) of the Securities Exchange Act or otherwise furnished to the
Corporation, to be the beneficial owner of more than 5% of any class of the
Corporation's outstanding voting securities.
<TABLE>
<CAPTION>
Percent
Title of Class Name and Address of Beneficial Owner Shares of Class(1)
-------------- ------------------------------------ ------ -----------
<S> <C> <C> <C>
Common Stock Wells Fargo Bank, N.A., as Trustee(2) 26,981,713(2) 14.8%
707 Wilshire Boulevard
Los Angeles, CA 90017
Common Stock Putnam Investments, Inc.(3) 13,411,736(3) 7.0%
One Post Office Square
Boston, Massachusetts 02109
</TABLE>
---------
(1) The percentages of class owned have been computed in accordance with Rule
13d-3(d)(1) under the Securities Exchange Act.
(2) Shares are held as trustee under the Corporation's savings plans for
participating employees and former employees of the Corporation or its
predecessor. The trustee will vote the shares held on account of
participants in accordance with written instructions from the participants,
or instructions from the participants given pursuant to the Corporation's
telephone or internet voting procedures, and where no instructions are
received, as the trustee deems proper. The trustee has no investment power
3
<PAGE> 5
with respect to the shares held on account of participants unless a tender
offer is made for the shares and the participant provides no instructions to
the trustee.
(3) This information is based solely on a Schedule 13G dated February 9, 2000
filed with the Commission by Putnam Investment, Inc. ("Putnam"), on behalf
of itself, its parent holding company Marsh & McLennan Companies, Inc., and
its two wholly owned registered investment advisors, Putnam Investment
Management, Inc. ("PIM") and Putnam Advisory Company, Inc. ("PAC"). The
reported shares consist of shares beneficially owned by PIM and PAC, which
in turn include shares beneficially owned by their clients. PIM is the
investment adviser to the Putnam family of mutual funds and PAC is the
investment adviser to Putnam's institutional clients. Both subsidiaries have
dispository power over the shares as investment managers, but each of the
mutual fund's trustees has voting power over the shares held by each fund
and PAC has shared voting power over the 763,325 shares held by the
institutional clients.
ELECTION OF DIRECTORS
The Corporation's Restated Certificate of Incorporation provides that the
Board of Directors shall consist of three classes of directors with overlapping
three-year terms. One class of directors is to be elected each year with terms
extending to the third succeeding Annual Meeting after election. The Restated
Certificate of Incorporation provides that the Board shall maintain the three
classes so as to be as nearly equal in number as the then total number of
directors permits but that no decrease in the number of directors shall shorten
the term of any director. Accordingly, the Board has designated Betty C. Alewine
and J. Michael Cook, who were elected by the Board as directors during the year,
as members of the class with terms extending to the 2003 Annual Meeting.
There are four directors whose terms expire at the 2001 Annual Meeting. Mr.
Donald R. Beall will retire as a director at the 2001 Annual Meeting.
Accordingly, the Board has decreased the number of directors of the Corporation
to ten, effective immediately prior to the Annual Meeting, four of whom will be
directors in the class with terms extending to the 2004 Annual Meeting, and
three of whom will be directors in each of the classes with terms extending to
the 2002 and 2003 Annual Meetings and until their successors are elected and
qualify.
It is intended that proxies in the accompanying form properly executed and
returned to the Corporation's proxy tabulator or shares properly authorized to
be voted in accordance with the Corporation's telephone or internet voting
procedures will be voted at the meeting, unless authority to do so is withheld,
for the election as directors of the four nominees specified in Nominees for
Directors with Terms Expiring in 2004 below, all of whom now serve as directors
with terms extending to the 2001 Annual Meeting and until their successors are
elected and qualify. If for any reason any of those nominees is not a candidate
(which is not expected) when the election occurs, it is expected that proxies in
the accompanying form will be voted at the meeting for the election of a
substitute nominee or, in lieu thereof, the Board of Directors may reduce the
number of directors.
INFORMATION AS TO NOMINEES FOR DIRECTORS AND CONTINUING DIRECTORS
There is shown below for each nominee for director and each continuing
director, as reported to the Corporation, the name, age and principal
occupation; the position, if any, with the Corporation; the period of service as
a director of the Corporation (or a predecessor corporation); other
directorships held; and the committees of the Board of Directors on which the
nominee or continuing director serves.
4
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NOMINEES FOR DIRECTORS WITH TERMS EXPIRING IN 2004
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[ARGYROS PHOTO]
GEORGE L. ARGYROS DIRECTOR SINCE 1997 AGE 63
Chairman and Chief Executive Officer, Arnel & Affiliates
(Diversified Investment Company). Mr. Argyros is a member of
the Board Composition and Technology, Environmental and Social
Responsibility Committees of the Board. Mr. Argyros has been
Chairman and Chief Executive Officer of Arnel & Affiliates
since 1968. Currently he is also a General Partner and the
principal financial partner of Westar Capital, a private
investment company. Mr. Argyros was a co-owner of AirCal from
1981 to 1987 and owner of the Seattle Mariners Baseball Team
from 1981 to 1989. From 1990 to 1993, he served on the Board
of the Federal Home Loan Mortgage Corporation. Mr. Argyros is
a board member of Doskocil Manufacturing Company, Inc., DST
Systems, Inc., First American Corporation and The Newhall Land
and Farming Company. He also serves as a director, trustee or
member of a number of educational and civic organizations.
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[DAVIS PHOTO]
DON H. DAVIS, JR. DIRECTOR SINCE 1995 AGE 61
Chairman of the Board and Chief Executive Officer. Mr. Davis
is a member of the Executive Committee of the Board. He has
been Chairman of the Board since February 1998 and Chief
Executive Officer since October 1997. He was President from
July 1995 to October 1997. He was named Senior Vice
President--Automation of the Corporation in June 1993 and an
Executive Vice President and Chief Operating Officer in
January 1994. Mr. Davis is a director of Illinois Tool Works
Inc., Ingram Micro, Inc. and Sybron International Corporation.
He is a member of The Business Council, The Business
Roundtable, former Chairman of the Board of Governors of the
National Electrical Manufacturers Association and also a
director, trustee or member of a number of other business,
educational and civic organizations.
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[GRAY PHOTO]
WILLIAM H. GRAY, III DIRECTOR SINCE 1994 AGE 59
President and Chief Executive Officer, The College Fund/UNCF
(Educational Assistance). Mr. Gray is a member of the Board
Composition and Technology, Environmental and Social
Responsibility Committees of the Board. He has been President
of The College Fund/UNCF since September 1991 and senior
minister, Bright Hope Baptist Church in Philadelphia since
1972. He served in Congress from 1979 to 1991, as House
Majority Whip, Chair of the Democratic Caucus and the House
Budget Committee and on the House Appropriations Committee. In
addition, he has taught at St. Peter's College and Temple
University. Mr. Gray is a director of Chase Manhattan
Corporation, Dell Computer Corporation, Electronic Data
Systems Corporation, MBIA, Inc., Pfizer Inc., Prudential
Insurance Company of America, Viacom Inc. and Visteon
Corporation.
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[McCORMICK PHOTO]
WILLIAM T. MCCORMICK, JR. DIRECTOR SINCE 1989 AGE 56
Chairman of the Board and Chief Executive Officer, CMS Energy
Corporation (Diversified Energy Company). Mr. McCormick is
Chairman of the Board Composition Committee and a member of
the Compensation and Management Development and Executive
Committees of the Board. He has been Chairman of the Board and
Chief Executive Officer of CMS Energy Corporation since
November 1985. Before joining CMS, he had been Chairman and
Chief Executive Officer of American Natural Resources Company
and Executive Vice President and a director of its parent
corporation, The Coastal Corporation. Mr. McCormick is a
director of Bank One Corporation and Schlumberger Ltd. Among
his other activities, he serves as a director of the Edison
Electric Institute and the National Petroleum Council.
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5
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CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2002
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[ROCKWELL PHOTO]
BRUCE M. ROCKWELL DIRECTOR SINCE 1969 AGE 61
Vice Chairman, First of Michigan Division of Fahnestock & Co.
Inc., member New York Stock Exchange (Investment Banking).
Mr. Rockwell is Chairman of the Technology, Environmental and
Social Responsibility Committee and a member of the
Compensation and Management Development Committee of the
Board. He joined First of Michigan Corporation in 1961 and was
elected Senior Vice President in 1983, assuming his present
position in March 1998 prior to the acquisition of First of
Michigan by Fahnestock & Co. He is past chairman of the
Municipal Advisory Council of Michigan and past President of
the Bond Club of Detroit. He also serves as a board member of
a number of civic and community organizations.
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[SHAPIRO PHOTO]
ROBERT B. SHAPIRO DIRECTOR SINCE 1999 AGE 62
Chairman, Pharmacia Corporation (Pharmaceuticals and
Agricultural Products). Mr. Shapiro is Chairman of the Audit
Committee and a member of the Board Composition Committee of
the Board. He was Chairman and Chief Executive Officer of
Monsanto Company from 1995 until the merger of Monsanto and
Pharmacia & Upjohn in March 2000. He previously served as
President and Chief Operating Officer of Monsanto from 1993 to
1995; and as Executive Vice President and President of the
Agricultural Group of Monsanto from 1990 to 1993. Mr. Shapiro
serves on the Board of Directors of Northwestern Memorial
Hospital in Chicago. He also is a Trustee of Washington
University and a member of The Business Council.
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[TOOT PHOTO]
JOSEPH F. TOOT, JR. DIRECTOR SINCE 1977 AGE 65
Retired President and Chief Executive Officer, The Timken
Company (Tapered Roller Bearings and Specialty Steel). Mr.
Toot is a member of the Compensation and Management
Development and Board Composition Committees of the Board. He
joined The Timken Company in 1962 and served in various senior
executive positions until his election as Executive Vice
President in 1973, President in 1979 and Chief Executive
Officer in 1992. He retired as President and Chief Executive
Officer in December 1997 and then served as Chairman of the
Executive Committee -- Board of Directors from July 1998 until
April 2000. Mr. Toot has served as a director of Timken since
1968. He is a member of the Supervisory Board of PSA Peugeot
Citroen. Mr. Toot has also served as a director, officer,
trustee or member of various community, charitable and
philanthropic organizations.
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CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2003
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[ALEWINE PHOTO]
BETTY C. ALEWINE DIRECTOR SINCE 2000 AGE 52
Former President and Chief Executive Officer, COMSAT
Corporation (Global Satellite Services and Digital Networking
Services and Technology). Ms. Alewine is a member of the
Audit and Technology, Environmental and Social Responsibility
Committees of the Board. She joined COMSAT in 1986 as Vice
President of Sales and Marketing, then as the Vice President
and General Manager and in 1994 as President of COMSAT
International, the Company's largest operating unit. Ms.
Alewine was named Chief Executive Officer of COMSAT in July
1996 and served in that position until the merger of COMSAT
and Lockheed Martin Corporation in August 2000. Ms. Alewine is
a director of the New York Life Insurance Company and The
Pittson Company. She also serves as a director or member of a
number of civic and educational organizations.
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6
<PAGE> 8
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[COOK PHOTO]
J. MICHAEL COOK DIRECTOR SINCE 2000 AGE 58
Retired Chairman and Chief Executive Officer, Deloitte &
Touche LLP (Professional Services). Mr. Cook is a member of
the Board Composition and Technology, Environmental and Social
Responsibility Committees of the Board. Mr. Cook served as
Chairman and Chief Executive Officer of Deloitte & Touche from
1989 until May 1999. He also served as Chairman of the
Deloitte & Touche Foundation and a member of the Board of
Deloitte Touche Tohmatsu. Mr. Cook serves as a member of the
Board of Overseers of the Columbia Business School. He is a
member of the Board of Directors of Dow Chemical, HCA--The
Healthcare Company and International Flavor and Fragrances.
Mr. Cook is a member of the Advisory Board of the Fidelity
Group of Mutual Funds. He also serves as a director or member
of a number of other civic and educational organizations.
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[NICHOLS PHOTO]
JOHN D. NICHOLS DIRECTOR SINCE 1988 AGE 70
Retired Chairman of the Board and Chief Executive Officer,
Illinois Tool Works Inc. (Engineered Components and Industrial
Systems and Consumables). Mr. Nichols is Chairman of the
Compensation and Management Development Committee and a member
of the Audit and Executive Committees of the Board. He joined
Illinois Tool Works in 1980 as Executive Vice President and
was named President, Chief Operating Officer and a director in
1981 and Chairman in 1986. He served as Chief Executive
Officer from 1982 through August 1995. From 1969 through 1979,
he was Executive Vice President and Chief Operating Officer of
Aerojet-General Corporation. He is a director of Household
International, Philip Morris Companies Inc. and Ravenswood
Winery, Inc.
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BOARD OF DIRECTORS AND COMMITTEES
The business of the Corporation is managed by or under the direction of the
Board of Directors. The Board has established several committees whose principal
functions are briefly described below. In the 2000 fiscal year, the Board held
seven meetings and acted on two occasions by unanimous written consent in lieu
of a meeting. Average attendance by incumbent directors at Board and Committee
meetings was 98%, and all of the directors attended 84% or more of the meetings
of the Board and the Committees on which they served.
The Audit Committee is composed of three non-employee directors. It assists
the Board in overseeing the integrity of the Corporation's financial statements,
its compliance with legal and regulatory requirements and the independence and
performance of its internal and external auditors. The specific functions and
responsibilities of the Audit Committee are set forth in the Audit Committee
Charter, which is attached as Appendix A to this Proxy Statement. The Committee
met five times during the 2000 fiscal year.
The principal functions of the Board Composition Committee are to consider
and recommend to the Board qualified candidates for election as directors of the
Corporation and periodically to prepare and submit to the Board for adoption the
Committee's selection criteria for director nominees. The Committee also
annually assesses the performance of the Board of Directors as a whole and of
the individual directors and reports thereon to the Board. The Committee, which
is composed of six non-employee directors, met three times during the 2000
fiscal year. Shareowners wishing to recommend candidates for consideration by
the Committee can do so by writing to the Secretary of the Corporation at its
World Headquarters in Milwaukee, Wisconsin, giving the candidate's name,
biographical data and qualifications. Any such recommendation must be
accompanied by a written statement from the individual of his or her consent to
be named as a candidate and, if nominated and elected, to serve as a director.
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<PAGE> 9
The four members of the Compensation and Management Development Committee
are non-employee directors and are ineligible to participate in any of the plans
or programs which are administered by the Committee except the Directors Stock
Plan. The principal functions of the Compensation and Management Development
Committee are to evaluate the performance of the Corporation's senior executives
and plans for management succession and development, to consider the design and
competitiveness of the Corporation's compensation plans, to review and approve
senior executive compensation and to administer the Corporation's incentive,
deferred compensation, stock option and long-term incentives plans pursuant to
the terms of the respective plans. The Committee met four times and acted on one
occasion by unanimous written consent in lieu of a meeting during the 2000
fiscal year.
The Technology, Environmental and Social Responsibility Committee is
composed of six non-employee directors. The Committee reviews and assesses the
Corporation's technological activities as well as its policies and practices in
the following areas: employee relations, with emphasis on equal employment
opportunity and advancement; the protection and enhancement of the environment
and energy resources; product integrity and safety; employee health and safety;
and community and civic relations including programs for and contributions to
health, educational, cultural and other social institutions. The Committee met
once during the 2000 fiscal year.
The Executive Committee, which is composed of the Chairman of the Board and
three non-employee directors of the Corporation, has and is empowered to
exercise, when the Board of Directors is not in session, all the powers of the
Board except certain reserved powers. The powers reserved to the full Board of
Directors include (1) fixing the number of directors, (2) filling vacancies in
the Board, (3) amending the By-Laws or Certificate of Incorporation, (4)
declaring dividends, (5) forming committees of the Board, (6) adopting a merger
agreement or (7) recommending to shareowners a sale of all or substantially all
the Corporation's assets or its dissolution. The Committee did not meet during
fiscal 2000, but acted on one occasion by unanimous written consent in lieu of a
meeting.
During the 2000 fiscal year, non-employee directors of the Corporation
received an annual retainer of $60,000, of which $33,000 was paid in cash and
$27,000 was paid by delivery of restricted shares of Common Stock, for Board
service, together with a retainer for service on each Board committee at the
annual rate of $4,000 ($5,000 for Chairmen) for service on the Audit and
Compensation and Management Development Committees and $2,000 ($3,000 for
Chairmen) for service on each other Board committee. Each non-employee director
(other than Ms. Alewine and Mr. Cook) also received a grant of 400 shares of
Common Stock immediately after the 2000 Annual Meeting of Shareowners. On the
same date, each non-employee director (other than Ms. Alewine and Mr. Cook)
received a grant of options under the Directors Stock Plan to purchase 1,000
shares of Common Stock. Ms. Alewine received such grants upon her election to
the Board in April 2000. Mr. Cook did not become a director until fiscal 2001.
In accordance with the Directors Stock Plan, the options granted to each
director to whom an option grant was made are exercisable at $48.50 per share
(other than the option granted to Ms. Alewine, which is exercisable at $43.75
per share), the closing market price on the date of grant, and become
exercisable in three substantially equal installments on the first, second and
third anniversaries of the grant date. The average of retainer fees (including
the annual stock grants) paid or deferred to non-employee directors for the 2000
fiscal year was $85,596 (determined by valuing the February and April 2000 stock
grants at $48.50 and $43.75 per share, respectively, the closing price on the
date the shares were issued). In addition, the stock options granted under the
Directors Stock Plan to each director to whom a grant was made had a grant date
value of $18.68 and $16.34 per option share, for the February and April 2000
option grants, respectively, based on the number of option shares granted and
the Black-Scholes option pricing methodology using the following assumptions and
inputs: options exercised after 7 1/2 years, expected stock price volatility and
dividend yield of 0.33 and 2.29% and an interest rate of 6.75% and 6.17% for the
February and April 2000 grants, respectively, which were the zero coupon 7 1/2
year Treasury bond rates at the dates of grant.
Under the terms of the directors' deferred compensation plan, a director
may elect to defer all or part of the cash payment of retainer fees until such
time as shall be specified, with interest on deferred amounts accruing quarterly
at 120% of the federal long-term rate set each month by the Secretary of the
Treasury. In addition, under the Directors Stock Plan, each director has the
opportunity each year to defer all the annual grant of shares and all or any
portion of the cash retainers by electing to receive restricted shares valued at
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<PAGE> 10
the closing price on the New York Stock Exchange--Composite Transactions on the
date of the annual grant and the date each retainer payment would otherwise be
made in cash.
The Corporation has an agreement with Mr. Beall providing for his continued
availability as an advisor to the Corporation's management from his retirement
through March 31, 2001 with compensation at an annual rate of $300,000 for the
2000 fiscal year and for the period from October 1, 2000 through March 31, 2001.
In addition, Mr. Beall will continue to be covered under certain medical benefit
plans, to have the use of an automobile or an automobile allowance and, subject
to availability, the use of the Corporation's aircraft for business travel. He
also will be reimbursed for memberships in certain clubs and will have the use
of office facilities and secretarial assistance.
The Corporation and its subsidiaries during the 2000 fiscal year had sales
of approximately $1,500,000 in the normal course of business to Monsanto
Company, of which Mr. Shapiro was Chairman and Chief Executive Officer. Based on
the Corporation's knowledge of prevailing market conditions and prices for the
goods and services involved, the Corporation believes that such transactions
were on terms as favorable to the Corporation as those which might have been
obtained from entities with which a director of the Corporation was not
associated.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors, which consists entirely of
directors who meet the independence and experience requirements of the New York
Stock Exchange, has furnished the following report:
The Audit Committee assists the Board in overseeing and monitoring the
integrity of the Corporation's financial reporting process, its compliance with
legal and regulatory requirements and the quality of its internal and external
audit processes. The role and responsibilities of the Audit Committee are set
forth in a written Charter adopted by the Board, which is attached as Appendix A
to this Proxy Statement. The Audit Committee reviews and reassesses the Charter
annually and recommends any changes to the Board for approval.
The Audit Committee is responsible for overseeing the Corporation's overall
financial reporting process. In fulfilling its responsibilities for the
financial statements for fiscal year 2000, the Audit Committee:
- Reviewed and discussed the audited financial statements for the fiscal
year ended September 30, 2000 with management and Deloitte & Touche LLP
("D&T"), the Corporation's independent auditors;
- Discussed with D&T the matters required to be discussed by Statement on
Auditing Standards No. 61 relating to the conduct of the audit; and
- Received written disclosures and the letter from D&T regarding its
independence as required by Independence Standards Board Standard No. 1.
The Audit Committee discussed with D&T their independence.
The Audit Committee also considered the status of pending litigation,
taxation matters and other areas of oversight relating to the financial
reporting and audit process that the Committee determined appropriate.
Based on the Audit Committee's review of the audited financial statements
and discussions with management and D&T, the Audit Committee recommended to the
Board that the audited financial statements be included in the Corporation's
Annual Report on Form 10-K for the fiscal year ended September 30, 2000 for
filing with the Securities and Exchange Commission.
Audit Committee
Robert B. Shapiro, Chairman
Betty C. Alewine
John D. Nichols
9
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OWNERSHIP BY MANAGEMENT OF EQUITY SECURITIES
The following table shows the beneficial ownership, reported to the
Corporation as of December 1, 2000, of the Corporation's Common Stock, including
shares as to which a right to acquire ownership within 60 days exists (for
example, through the exercise of stock options, conversions of securities or
through various trust arrangements) within the meaning of Rule 13d-3(d)(1) under
the Securities Exchange Act, of each director, each nominee for director, each
executive officer listed in the table on page 11 and, as a group, of such
persons and other executive officers.
<TABLE>
<CAPTION>
Beneficial Ownership on
December 1, 2000
-----------------------------------
Percent of
Name Shares(1) Class(2)
---- --------- --------
<S> <C> <C>
Betty C. Alewine............................................ 1,686(3) --
George L. Argyros........................................... 17,405(3,5) --
Donald R. Beall............................................. 1,261,183(3,4,5,6) --
J. Michael Cook............................................. 722(3) --
Don H. Davis, Jr............................................ 1,118,788(4,5,7) --
William H. Gray, III........................................ 8,013(3,5) --
William T. McCormick, Jr.................................... 13,570(3,5) --
John D. Nichols............................................. 22,523(3,5) --
Bruce M. Rockwell........................................... 42,882(3,5) --
Robert B. Shapiro........................................... 12,551(3,5) --
Joseph F. Toot, Jr.......................................... 22,431(3,5) --
W. Michael Barnes........................................... 701,393(3,4,5) --
William J. Calise, Jr....................................... 321,828(3,4,5) --
Clayton M. Jones............................................ 128,066(4,5) --
Keith D. Nosbusch........................................... 79,533(4,5) --
All of the above and other executive officers as a group (28
persons).................................................. 4,527,145(4,5) 2.4%
</TABLE>
---------
(1) Each person has sole voting and investment power with respect to the shares
listed unless otherwise indicated.
(2) The shares owned by each person, and by the group, and the shares included
in the number of shares outstanding have been adjusted, and the percentage
of shares owned (where such percentage exceeds 1%) has been computed, in
accordance with Rule 13d-3(d)(1) under the Securities Exchange Act.
(3) Includes 1,211, 5,251, 2,673, 622, 2,946, 2,618, 6,737, 1,818, 2,218 and
3,018 shares granted as restricted stock under the Directors Stock Plan or
otherwise as compensation for services as directors for Ms. Alewine and
Messrs. Argyros, Beall, Cook, Gray, McCormick, Nichols, Rockwell, Shapiro,
and Toot, respectively, and 9,000 shares granted as restricted stock under
the 1995 Long-Term Incentives Plan to each of Messrs. Barnes and Calise.
(4) Includes shares held under the Corporation's savings plan as of November 30,
2000. Does not include 13,020, 3,754, 2,007, 1,788, 809 and 27,706 share
equivalents for Messrs. Davis, Barnes, Calise, Jones, Nosbusch and the
group, respectively, held under the Corporation's supplemental savings plan
as of November 30, 2000.
(5) Includes shares which may be acquired upon the exercise of outstanding stock
options within 60 days as follows: 1,854, 1,078,651, 1,039,914, 3,352,
3,352, 13,073, 3,352, 333, 8,213, 619,851, 300,405, 108,987, 61,888 and
3,930,196 for Messrs. Argyros, Beall, Davis, Gray, McCormick, Nichols,
Rockwell, Shapiro, Toot, Barnes, Calise, Jones, Nosbusch and the group,
respectively. Does not include 288,209, 55,450 and 30,000 shares which may
be acquired on exercise of outstanding options granted to Messrs. Beall,
Davis and Barnes, respectively, that have been assigned to or for the
benefit of family members and are not attributable to them pursuant to Rule
13d-3(d)(1) under the Securities Exchange Act.
(6) Includes shares, as to which beneficial ownership is disclaimed, as follows:
20,154 shares held for the benefit of family members and 10,000 shares owned
by The Beall Family Foundation, of which Mr. Beall is President and a
director.
(7) Includes 14,166 shares granted as restricted stock in partial payment of a
bonus for fiscal year 1995 and a long-term incentive payment earned for a
three-year performance period ended September 30, 1995 and 7,792 and 17,500
shares granted as restricted stock in partial payments of bonuses for fiscal
years 1997 and 1999, respectively.
10
<PAGE> 12
EXECUTIVE COMPENSATION
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Corporation for the fiscal
years ended September 30, 2000, 1999 and 1998, of those persons who were (i) the
chief executive officer at any time during fiscal 2000, (ii) the other four most
highly compensated executive officers of the Corporation at September 30, 2000
and (iii) any other persons who were executive officers at any time during
fiscal 2000 and would have been included under clause (ii) if they had remained
executive officers at September 30, 2000 (the Named Officers):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
All Other
Annual Compensation Long-Term Compensation Compensation(1)
------------------------------------------- ------------------------------------- ---------------
Awards Payouts
------------------------ -------
Restricted
Other Stock Stock Long-Term
Annual Awards Options Incentive
Name and Principal Position Year Salary Bonus(2) Compensation (Shares) (Shares)(3) Payouts(4)
--------------------------- ---- ------ -------- ------------ -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Don H. Davis, Jr. ... 2000 $900,000 $1,300,000 $30,179 -- 330,000 -0- -0-
Chairman of the 1999 775,000 1,750,000(6) 25,847 -- 396,461 -0- $398,210
Board & Chief 1998 775,000 -0- 21,502 -- 200,000 -0- -0-
Executive Officer(5)
W. Michael Barnes.... 2000 490,000 450,000 37,805 -- 115,500 -0- -0-
Senior Vice President, 1999 462,500 550,000 46,498 5,000 138,760 -0- 154,150
Finance & Planning 1998 440,000 -0- 25,369 -- 70,000 -0- -0-
& Chief Financial Officer
William J. Calise, Jr. ... 2000 407,917 325,000 42,260 -- 82,500 -0- -0-
Senior Vice President, 1999 385,000 400,000 42,467 5,000 99,114 -0- 65,224
General Counsel and 1998 364,167 -0- 46,296 -- 50,000 -0- 13,623
Secretary
Clayton M. Jones..... 2000 350,000 300,000 32,450 -- 90,000 $ 559,924 2,693
Senior Vice President 1999 292,500 375,000 43,324 -- 72,083 1,202,787 55,089
and President, Rockwell 1998 248,750 180,000 14,456 -- -0- 347,902 8,091
Collins(7)
Keith D. Nosbusch.... 2000 350,000 200,000 73,101 -- 90,000 107,901 20,342
Senior Vice President 1999 290,722 275,000 25,274 -- 67,218 -0- 24,451
and President, 1998 210,808 100,000 8,946 -- -0- 206,981 5,581
Rockwell Automation
Control Systems(8)
</TABLE>
---------
(1) Amounts contributed or accrued for fiscal years 2000 and 1999 for the
Named Officers, and for fiscal year 1998 for the Named Officers other than
Mr. Nosbusch, under the Corporation's Savings Plan and the related
supplemental savings plan; amounts contributed or accrued for Mr. Nosbusch
under Allen-Bradley's Employee Savings Plan for Salaried Employees and the
related supplemental savings plan for fiscal years 1998 and part of 1999;
and amounts contributed or accrued for Mr. Barnes under the Corporation's
Deferred Compensation Plan for fiscal year 2000. For fiscal year 1999, the
amounts are principally attributable to accruals under the supplemental
plans in respect of investment gains. For fiscal year 2000, contributions
or accruals under the supplemental plans and Deferred Compensation Plan
were offset by investment losses.
(2) Amounts awarded, even if deferred, under the Annual Incentive Compensation
Plan for Senior Executive Officers for Messrs. Davis, Barnes, Calise,
Jones and Nosbusch for fiscal years 2000 and 1999; and out of general
corporate funds for Messrs. Jones and Nosbusch for fiscal year 1998.
(3) Shares reflect anti-dilution adjustments made December 31, 1998 to
preserve the intrinsic value of options for shares of Common Stock of the
Corporation following the pro-rata distribution of shares of Conexant
Systems, Inc. Does not include options for shares of Conexant Systems,
Inc. issued in connection with anti-dilution adjustments made December 31,
1998 to options for the Corporation's Common Stock granted prior to
September 1, 1998.
(4) Cash and market value of Common Stock paid in respect of performance units
granted under business unit long-term incentive plans for the three-year
performance periods ended September 30, 2000, 1999 and 1998 for Mr. Jones
and September 30, 2000 and 1998 for Mr. Nosbusch.
(5) President & Chief Executive Officer from October 1997 to February 1998.
(6) Mr. Davis's bonus for 1999 was paid in part by delivery of 17,500 shares
of restricted Common Stock, valued at the closing price on the New York
Stock Exchange--Composite Transactions on December 1, 1999, the date of
the bonus award ($50.00).
(7) Executive Vice President, Rockwell Collins from November 1996 through
January 1999.
(8) Senior Vice President -- Automation Control and Information Group of
Rockwell Automation before November 1998.
11
<PAGE> 13
OPTION GRANTS
Shown below is further information on grants to the Named Officers of stock
options pursuant to the 1995 Long-Term Incentives Plan during the fiscal year
ended September 30, 2000, which are reflected in the Summary Compensation Table
on page 11. No stock appreciation rights were granted during fiscal 2000.
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value
----------------------------------------------------------------------------------------------------- ----------
Number of
Securities Percentage of
Underlying Total Options
Options Granted to Exercise or
Granted Employees in Base Price Expiration Grant Date
Name (Shares) Fiscal 2000 (Per Share) Date Present Value(1)
---- -------- ----------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Don H. Davis, Jr......................... 220,000(2) 6.39% $52.50 10/4/09 $4,338,400
110,000(3) 3.19% 52.50 10/4/09 2,169,200
W. Michael Barnes........................ 77,000(2) 2.23% 52.50 10/4/09 1,518,440
38,500(3) 1.12% 52.50 10/4/09 759,220
William J. Calise, Jr.................... 55,000(2) 1.60% 52.50 10/4/09 1,084,600
27,500(3) 0.80% 52.50 10/4/09 542,300
Clayton M. Jones......................... 60,000(2) 1.74% 52.50 10/4/09 1,183,200
30,000(3) 0.87% 52.50 10/4/09 591,600
Keith D. Nosbusch........................ 60,000(2) 1.74% 52.50 10/4/09 1,183,200
30,000(3) 0.87% 52.50 10/4/09 591,600
</TABLE>
---------
(1) Valued under the Black-Scholes option pricing model which produces a per
option share value of $19.72 for the October 4, 1999 grant, using the
following assumptions and inputs: options exercised after 7 1/2 years,
expected stock price volatility and dividend yield of 0.33 and 2.29%,
respectively, and an interest rate of 6.27%, which was the zero coupon
7 1/2-year Treasury bond rate at the date of grant. The actual value, if
any, the executive officer may realize from these options will depend solely
on the gain in stock price over the exercise price when the options are
exercised.
(2) Granted on October 4, 1999 and exercisable in three substantially equal
installments beginning October 4, 2000.
(3) Granted on October 4, 1999 and exercisable when the closing market price
reaches at least 150% of the grant date closing market price on 20
consecutive trading days, or, if earlier, on October 4, 2006.
The Black-Scholes option pricing methodology, on which the present value of
the stock options granted to the Named Officers is based, attempts to portray
the value of an option at the date of grant. While the options have no value if
the stock price does not increase, were the $19.72 present value of the possible
future gains on the options granted October 4, 1999 used to derive a future
stock price at the end of the 7 1/2-year period when it is assumed the options
would be exercised, the shareowners of the approximately 191 million shares
outstanding on the grant date of those options (assuming that number of shares
remains outstanding) would realize aggregate appreciation of approximately $6
billion compared to aggregate appreciation on the options for the Named Officers
of approximately $22 million (assuming that they hold their options or the
shares acquired on exercise thereof for the whole 7 1/2-year period).
12
<PAGE> 14
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to (i) exercises by the Named
Officers during fiscal 2000 of options to purchase the Corporation's Common
Stock granted under the 1995 Long-Term Incentives Plan or the 1988 Long-Term
Incentives Plan and (ii) the unexercised options to purchase the Corporation's
Common Stock granted to the Named Officers in fiscal 2000 and prior years under
either of those plans and held by them at September 30, 2000.
<TABLE>
<CAPTION>
Number of Unexercised
Options Held At
Shares September 30, 2000(1)
Acquired Value ---------------------------
Name on Exercise(1) Realized(1) Exercisable Unexercisable
---- -------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Don H. Davis, Jr............. -- $ -- 811,812(3) 572,871(4)
W. Michael Barnes............ -- -- 540,016(3) 200,504(4)
William J. Calise, Jr........ -- -- 243,381 143,216
Clayton M. Jones............. 3,644 106,302 72,969 122,036
Keith D. Nosbusch............ -- -- 119,875 119,875
<CAPTION>
Value of Unexercised
In-the-Money Options Held At
September 30, 2000(1)(2)
-----------------------------
Name Exercisable Unexercisable
---- ----------- -------------
<S> <C> <C>
Don H. Davis, Jr............. $2,082,880(3) $528,506(4)
W. Michael Barnes............ 2,291,261(3) 184,976(4)
William J. Calise, Jr........ 468,024 132,124
Clayton M. Jones............. 376,815 96,089
Keith D. Nosbusch............ 20,779 41,560
</TABLE>
---------
(1) Does not include options or shares acquired on exercise of options for
shares of Conexant Systems, Inc. issued in connection with anti-dilution
adjustments made December 31, 1998 to options for the Corporation's Common
Stock granted prior to September 1, 1998, upon the pro-rata distribution of
shares of Conexant Systems, Inc.
(2) Based on the closing price on the New York Stock Exchange--Composite
Transactions of the Corporation's Common Stock on September 29, 2000
($30.3125).
(3) Excludes 45,448 exercisable options with a value of $150,304 granted to Mr.
Davis and 19,998 exercisable options with no value because the exercise
price was greater than the value of the options on that date granted to Mr.
Barnes that have been assigned to or for the benefit of family members and
are not attributable to them pursuant to Rule 13d-3(d)(1) under the
Securities Exchange Act.
(4) Excludes 10,002 unexercisable options with no value because the exercise
price was greater than the value of the options on that date granted to each
of Mr. Davis and Mr. Barnes that have been assigned to family members and
that are not attributable to them pursuant to Rule 13d-3(d)(1) under the
Securities Exchange Act.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Management Development Committee of the Board of
Directors, which consists entirely of non-employee directors, has furnished the
following report on executive compensation:
COMPENSATION PHILOSOPHY
Under the Committee's supervision, the Corporation has developed and
implemented compensation policies, plans and programs intended to "pay for
performance." The Committee sets base salaries generally somewhat below the
median of other major U.S. industrial companies, and provides opportunity for
above-median compensation through the Corporation's annual and long-term
incentive plans which depend heavily on corporate, business unit and individual
performance. The Committee considers the total compensation (earned or
potentially available) of each of the Named Officers and the other senior
executives in establishing each element of compensation. In its review the
Committee considers the following: (1) industry, peer group and national surveys
of other major U.S. industrial companies; (2) reports of the independent
compensation consultants who advise the Committee on the Corporation's
compensation programs in comparison with those of other companies which the
consultants believe compete with the Corporation for executive talent; and (3)
performance judgments as to the past and expected future contributions of the
individual senior executives.
EMPLOYEE STOCK OWNERSHIP
The Committee believes the focus on "pay for performance" is sharpened by
aligning closely the financial interests of the Corporation's key executives
with those of the shareowners. Accordingly, it has set the following minimum
Ownership Guidelines (multiple of base salary):
<TABLE>
<CAPTION>
Common Stock
Market Value
------------
<S> <C>
- Chief Executive Officer 5
- Major Business Unit Heads and Senior Vice
Presidents 3
- Other Business Unit Heads and other senior
executives 1.5
</TABLE>
13
<PAGE> 15
Only shares owned directly (including restricted shares) or through the
Corporation's savings plans, but not shares subject to unexercised stock
options, are considered for determining whether an executive meets the
Guidelines. At September 30, 2000, the 29 executives subject to the Guidelines
owned an aggregate of 405,434 shares (including share equivalents under the
Corporation's supplemental savings plans) of the Corporation's Common Stock,
with an aggregate market value of $16.7 million at November 30, 2000. The
ownership by 14% of the executives meets the Guidelines. All of the executives
who do not meet the Guidelines had received a significant promotion or had been
hired within the past eight years and thus were within the transition period for
meeting the Guidelines.
COMPONENTS OF COMPENSATION
- BASE SALARY--The Committee reviewed and approved the Chief Executive
Officer's base salary and an annual salary plan for the Corporation's other
senior executives near the beginning of the 2000 fiscal year.
- ANNUAL INCENTIVES--In the early part of each fiscal year, the Committee
reviews with the Chief Executive Officer the Corporate Goals and Objectives.
These include measurable financial return and shareowner value creation
objectives as well as long-term leadership goals that in part require more
subjective assessments. After the end of the year, the Committee evaluates the
Corporation's performance and considers the results together with the
contributions made by and the levels of responsibility of the individual
executives in awarding annual incentive compensation. The incentive compensation
for executives responsible for the management of business units is largely
determined by the extent to which the respective business unit achieves goals
established at the beginning of each year tailored to the particular business
unit.
The following table shows the Corporation's performance against its
principal 2000 financial goals:
<TABLE>
<CAPTION>
Performance Measure Goal Performance Achieved
------------------- -------------- --------------------
<S> <C> <C>
Revenue growth.............................................. 5% 1.5%
Operating margins (1)....................................... 15% - 17% 15.5%
Earnings per share.......................................... $3.30 $3.35
Free cash flow (2).......................................... >$450 million $659 million
Return on equity (3)........................................ >25% 24.5%
</TABLE>
---------
(1) Calculated using segment operating earnings which exclude income taxes,
interest expense, costs related to corporate offices, nonrecurring special
charges, gains and losses from the disposition of businesses, earnings and
losses from equity affiliates, amortization of goodwill and purchased
research and development charges.
(2) Free cash flow is an internal performance measure defined as cash provided
by operating activities, including proceeds from dispositions of property,
plant and equipment, and reduced by capital expenditures.
(3) Calculated using income from continuing operations before accounting
change divided by average shareowners equity.
- LONG-TERM INCENTIVES--The Corporation's 2000 Long-Term Incentives Plan
provides the flexibility to grant long-term incentives in a variety of forms,
including performance units, stock options, stock appreciation rights and
restricted stock. Annually, the Committee evaluates the type of long-term
incentive it believes is most likely to achieve the Corporation's total
compensation objectives.
Through 1998, long-term incentives for senior and middle-management
corporate staff executives were provided through stock option grants, and
long-term incentives for key executives in the Corporation's businesses were
provided through business unit performance plans, with the business unit
presidents receiving their long-term incentive opportunities one-half through
stock option grants and one-half through grants under the respective performance
plan. The business unit performance plans were based on performance over a
three-year performance period, the last of which covers the period from October
1, 1997 through September 30, 2000.
Beginning with grants made for fiscal 1999, long-term incentives for all
senior and middle-management executives have been provided solely through stock
option grants, and those grants have been made near the beginning of the fiscal
year. The Committee believes that stock option grants better meet the objectives
of the long-term incentive plans, including particularly the alignment of
management's interests with those of the shareowners. To enhance that link, the
Committee determined that one-third of the options granted in 1999 and 2000 to
the Named Officers and other senior executives would be in the form of
performance
14
<PAGE> 16
vesting options which do not become exercisable for seven years unless there is
a sustained 50% appreciation in share price.
- COMPENSATION DEDUCTIBILITY--Under Internal Revenue Code Section 162(m), a
publicly held company may not deduct in any taxable year compensation in excess
of one million dollars paid in that year to its Named Officers unless the
compensation is "performance based." Grants of stock options and awards under
the Annual Incentive Compensation Plan for Senior Executive Officers are
considered "performance based" compensation. Since the Committee retains
discretion with respect to base salaries, other annual incentive compensation
awards and awards under the business unit long-term incentive plans, those
elements would not qualify as "performance based" compensation for these
purposes. During fiscal 2000, none of the Named Officers received compensation
that is not deductible under this provision.
COMPENSATION OF THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
Effective October 1, 1999, the Committee increased Mr. Davis's base salary,
which had been in effect since October 1997, from $775,000 to $900,000. His
total annual cash compensation continues to be substantially dependent on annual
incentive compensation tied to the Committee's assessment of his and the
Corporation's performance.
In determining Mr. Davis's annual incentive compensation for 2000, the
Committee concluded that in 2000 the Corporation had performed well under his
leadership, approximating or exceeding all but one of its financial goals in
spite of softness in the market for capital goods. The Committee compared this
performance to the outstanding performance in fiscal 1999 and awarded Mr. Davis
$1,300,000 in incentive compensation, which is a 26% reduction from the
incentive compensation awarded in fiscal 1999.
At the beginning of fiscal 2000, the Committee granted Mr. Davis the same
number of options as it granted for fiscal 1999. The Committee considered
information on Mr. Davis's total compensation and historical information
regarding his long-term compensation opportunities, as well as Mr. Davis's past
and expected future contributions to the Corporation's achievement of its
long-term performance goals.
The Board in Executive Session (when Mr. Davis was not present), as
provided in the Corporation's Corporate Governance Guidelines, received and
discussed the Committee's evaluation of the Corporation's and Mr. Davis's
performance in the 2000 fiscal year.
Compensation and Management Development Committee
<TABLE>
<S> <C>
John D. Nichols, Chairman Bruce M. Rockwell
William T. McCormick, Jr. Joseph F. Toot, Jr.
</TABLE>
15
<PAGE> 17
SHAREOWNER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the cumulative total shareowner
return on the Corporation's Common Stock against the cumulative total return of
the S&P Composite-500 Stock Index and the S&P Electrical Equipment Index for the
period of five fiscal years which commenced October 1, 1995 and ended September
30, 2000, assuming in each case a fixed investment of $100 at the respective
closing prices on September 30, 1995, reinvestment of all cash dividends and
retention of all stock exchanges and distributions.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
ROCKWELL COMPOSITE, S&P COMPOSITE-500 & S&P ELECTRICAL EQUIPMENT
<TABLE>
<CAPTION>
S&P COMPOSITE - 500
ROCKWELL COMPOSITE INDEX S&P ELECTRICAL EQUIPMENT
------------------ ------------------- ------------------------
<S> <C> <C> <C>
1995 100.00 100.00 100.00
1996 121.83 120.33 142.83
1997 149.19 169.00 207.31
1998 99.07 184.29 233.02
1999 226.20 235.53 349.04
2000 186.61 266.82 487.87
</TABLE>
THE CUMULATIVE TOTAL RETURNS ON ROCKWELL COMMON STOCK AND EACH INDEX AS OF EACH
SEPTEMBER 30, 1995-2000 PLOTTED IN THE ABOVE GRAPH ARE AS FOLLOWS:
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Rockwell Composite*.................... $100.00 $121.83 $149.19 $ 99.07 $226.20 $186.61
S&P Composite-500...................... 100.00 120.33 169.00 184.29 235.53 266.82
S&P Electrical Equipment............... 100.00 142.83 207.31 233.02 349.04 487.87
Closing market price at fiscal year
end.................................. 47.25 56.38 67.82** 44.15** 99.36** 81.27**
Dividends per common share during
fiscal year ended September 30....... 1.08 1.16 1.20*** 1.21*** 1.21*** 1.23***
</TABLE>
---------
* Includes the value of 0.084 share of Boeing common stock which was received
on December 6, 1996 (adjusted for the 2 for 1 Boeing stock split on June 6,
1997) for each Rockwell share then owned, and dividends thereon. Also
includes the value of 0.25 share of ArvinMeritor (0.333 share of Meritor
prior to July 7, 2000) common stock which was received on September 30, 1997
for each Rockwell share then owned, and dividends thereon. Additionally,
includes the value of 1.0 share of Conexant common stock (adjusted for
Conexant's 2 for 1 stock split on October 29, 1999) which was received on
January 4, 1999 for each Rockwell share then owned.
** Includes for fiscal 1997 and 1998 the value of 0.084 share of Boeing common
stock and the value of 0.333 share of Meritor common stock; for fiscal 1999
the value of 0.084 share of Boeing common stock, the value of 0.333 share of
Meritor common stock, and the value of 0.5 share of Conexant common stock;
and for fiscal 2000 the value of 0.084 share of Boeing common stock, the
value of 0.25 share of ArvinMeritor common stock, and the value of 1 share
of Conexant common stock.
*** Includes dividends earned on 0.042 share (0.084 share after June 6, 1997) of
Boeing common stock and dividends earned on 0.333 share of Meritor common
stock (until July 7, 2000) and 0.25 share of ArvinMeritor stock (after July
7, 2000).
16
<PAGE> 18
RETIREMENT PLANS
The following table shows the estimated annual retirement benefits payable
on a straight life annuity basis to participating employees, including officers,
in the earnings and years of service classifications indicated, under the
Corporation's retirement plans which cover most officers and other salaried
employees on a non-contributory basis. Such benefits reflect a reduction to
recognize in part the Corporation's cost of Social Security benefits related to
service for the Corporation. The Corporation's plans also provide for the
payment of benefits to an employee's surviving spouse or other beneficiary.
<TABLE>
<CAPTION>
Average Estimated Annual Retirement Benefits for Years of Service Indicated
Annual -----------------------------------------------------------------------------------------------
Earnings 5 Years 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
-------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 500,000 ......... $ 65,850 $131,753 $197,603 $ 209,664 $ 221,725 $ 233,786 $ 245,848 $ 245,848
1,000,000 ......... 132,500 265,103 397,603 422,164 446,725 471,286 495,848 495,848
1,500,000 ......... 199,150 398,453 597,603 634,664 671,725 708,786 745,848 745,848
2,000,000 ......... 265,800 531,803 797,603 847,164 896,725 946,286 995,848 995,848
2,500,000 ......... 332,450 665,193 997,603 1,059,664 1,121,725 1,183,786 1,245,848 1,245,848
</TABLE>
Covered compensation includes salary and annual bonus. The calculation of
retirement benefits under the plans generally is based upon average earnings for
the highest five years of the ten years preceding retirement.
The credited years of service for Messrs. Davis, Barnes, Calise, Jones and
Nosbusch are 38, 32, 6, 21 and 27, respectively.
Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as
amended, limit the annual benefits which may be paid from a tax-qualified
retirement plan. As permitted by the Employee Retirement Income Security Act of
1974, the Corporation has a nonqualified supplemental plan which authorizes the
payment out of general funds of the Corporation of any benefits calculated under
provisions of the applicable retirement plan which may be above the limits under
these sections.
SELECTION OF AUDITORS
The directors of the Corporation have selected the firm of Deloitte &
Touche LLP as the auditors of the Corporation subject to the approval of the
shareowners. D&T, and its predecessors, have acted for the Corporation as
auditors since 1934.
Before the Audit Committee recommended to the full Board the appointment of
D&T, it carefully considered the qualifications of that firm, including their
performance in prior years and their reputation for integrity and for competence
in the fields of accounting and auditing. Representatives of D&T are expected to
be present at the meeting to respond to appropriate questions and to make a
statement if they desire to do so.
VOTE REQUIRED
The four nominees for election as directors to serve until the 2004 Annual
Meeting of Shareowners who receive the greatest number of votes cast for the
election of directors at the meeting by the holders of the Corporation's Common
Stock entitled to vote at the meeting, a quorum being present, shall become
directors at the conclusion of the tabulation of votes. An affirmative vote of
the holders of a majority of the voting power of the Corporation's Common Stock
present in person or represented by proxy and entitled to vote at the meeting, a
quorum being present, is necessary to approve the action proposed in item (b) of
the accompanying Notice of 2001 Annual Meeting of Shareowners.
Under Delaware law and the Corporation's Restated Certificate of
Incorporation and By-Laws, the aggregate number of votes entitled to be cast by
all shareowners present in person or represented by proxy at the meeting,
whether those shareowners vote "for", "against" or abstain from voting
(including broker non-votes), will be counted for purposes of determining the
minimum number of affirmative votes required for approval of item (b) and the
total number of votes cast "for" those matters will be counted for purposes of
determining whether sufficient affirmative votes have been cast. The shares of a
shareowner who abstains from voting on a matter or whose shares are not voted by
reason of a broker non-vote on a particular matter
17
<PAGE> 19
will be counted for purposes of determining whether a quorum is present at the
meeting so long as the shareowner is present in person or represented by proxy.
An abstention from voting or a broker non-vote on a matter by a shareowner
present in person or represented by proxy at the meeting has no effect in the
election of directors (assuming a quorum is present) and has the same legal
effect as a vote "against" any other matter even though the shareowner or
interested parties analyzing the results of the voting may interpret such a vote
differently.
OTHER MATTERS
The Board of Directors does not know of any other matters which may be
presented at the meeting. The Corporation's By-Laws required notice by November
4, 2000 for any matter to be brought before the meeting by a shareowner. In the
event of a vote on any matters other than those referred to in items (a) and (b)
of the accompanying Notice of 2001 Annual Meeting of Shareowners, it is intended
that proxies in the accompanying form will be voted thereon in accordance with
the judgment of the person or persons voting such proxies. The Corporation
contemplates sending to all shareowners after the meeting a report of the action
taken at the meeting.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act requires the Corporation's
officers and directors, and persons who own more than ten percent of a
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange. Officers, directors
and greater than ten percent shareowners are required by SEC regulation to
furnish the Corporation with copies of all Forms 3, 4 and 5 they file.
Based solely on the Corporation's review of the copies of such forms it has
received and written representations from certain reporting persons confirming
that they were not required to file Forms 5 for specified fiscal years, the
Corporation believes that all its officers, directors and greater than ten
percent beneficial owners complied with all filing requirements applicable to
them with respect to transactions during fiscal 2000.
ANNUAL REPORTS
The Corporation's Annual Report to Shareowners, including the Annual Report
on Form 10-K and financial statements, for the fiscal year ended September 30,
2000, has been mailed to shareowners in advance of this Proxy Statement.
SHAREOWNER PROPOSALS FOR ANNUAL MEETING IN 2002
To be eligible for inclusion in the Corporation's proxy statement,
shareowner proposals for the 2002 Annual Meeting of Shareowners must be received
on or before August 29, 2001 at the Office of the Secretary at the Corporation's
World Headquarters, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. In
addition, the Corporation's By-Laws require a shareowner desiring to propose any
matter for consideration of the shareowners at the 2002 Annual Meeting of
Shareowners to notify the Corporation's Secretary in writing at the address
listed in the preceding sentence on or after October 10, 2001 and on or before
November 9, 2001. If the number of directors to be elected to the Board at the
2002 Annual Meeting of Shareowners is increased after October 30, 2001, a
shareowner proposal with respect to any new position created by such increase
will be considered timely if received by the Corporation's Secretary by November
9, 2001.
EXPENSES OF SOLICITATION
The cost of the solicitation of proxies will be borne by the Corporation.
In addition to the use of the mails, proxies may be solicited personally, or by
telephone, facsimile or e-mail, by a few regular employees of the Corporation
without additional compensation. The Corporation does not expect to pay any
compensation for the solicitation of proxies but will reimburse brokers and
other persons holding stock in their names, or in the names of nominees, for
their expenses for sending proxy material to principals and obtaining their
proxies.
December 29, 2000
18
<PAGE> 20
APPENDIX A
ROCKWELL INTERNATIONAL CORPORATION
AUDIT COMMITTEE CHARTER
The Audit Committee has been constituted by the Board to assist the Board
in overseeing (1) the integrity of the financial statements of the Corporation,
(2) the compliance by the Corporation with legal and regulatory requirements and
(3) the independence and performance of the Corporation's internal and external
auditors.
The members of the Audit Committee shall meet the independence and
experience requirements of the New York Stock Exchange. The members of the Audit
Committee shall be appointed by the Board.
The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Corporation or the Corporation's outside
counsel or independent auditors to attend a meeting of the Committee or to meet
with any members of, or consultants to, the Committee.
The Audit Committee shall make regular reports to the Board.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
2. Review the annual audited financial statements with management and the
independent auditors, including major issues regarding accounting and auditing
principles and practices as well as the adequacy of internal controls that could
significantly affect the Corporation's financial statements.
3. Recommend to the Board of Directors the annual audited financial
statements be included in the Corporation's Annual Report on Form 10-K.
4. Review with management and the independent auditors significant
financial reporting issues and judgments made in connection with the preparation
of the Corporation's financial statements.
5. Review by the Chairman of the Committee (or another member of the
Committee designated by the Chairman) with management and the independent
auditors the Corporation's quarterly financial statements prior to the filing of
the Quarterly Report on Form 10-Q.
6. Meet periodically to review with management and the independent
auditors their views on the Corporation's major financial risk exposures and the
steps management has taken to monitor and control such exposures.
7. Review major changes to the Corporation's auditing and accounting
principles and practices.
8. Evaluate the performance of the independent auditors and recommend to
the Board the appointment of the independent auditors, which firm is ultimately
accountable to the Audit Committee and Board.
9. Approve the fees to be paid to the independent auditors.
10. Receive periodic reports from the independent auditors regarding the
auditors' independence, discuss such reports with the auditors, and if so
determined by the Audit Committee, recommend that the Board take appropriate
action to satisfy itself of the independence of the auditors.
11. Meet with the independent auditors to review and approve the scope of
the audit.
12. Obtain from the independent auditors assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.
13. Discuss with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No.61 relating to the conduct of
the audit.
14. Review with the independent auditors any significant problems or
difficulties the auditors may have encountered and any management letter
provided by the auditors and the Corporation's response to that letter. Such
review should include any significant difficulties encountered in the course of
the audit work, including any restrictions on the scope of activities or access
to required information.
19
<PAGE> 21
15. Review the appointment of and periodically review the performance of
the General Auditor.
16. Review with the Corporation's General Auditor:
(a) the internal audit department responsibilities, budget and
staffing;
(b) the scope of the annual internal audit plan;
(c) any comments the General Auditor may have on major issues related
to the internal audit activities or restrictions, if any, imposed
on them; and
(d) any significant findings of internal audits and management's
responses.
17. Submit the report required by the rules of the Securities and Exchange
Commission to be included in the Corporation's annual meeting proxy statement.
18. Monitor compliance by the employees of the Corporation and its
subsidiary and affiliated entities with the Corporation's standards of business
conduct policies.
19. Review with the Corporation's General Counsel legal matters that may
have a material effect on the financial statements, the Corporation's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.
20. Meet regularly with the Corporation's senior executive officers, the
Corporation's General Auditor and the independent auditors in separate executive
sessions.
21. Review any other matter brought to its attention within the scope of
its duties.
While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Corporation's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. Those duties are the responsibility of management and the
independent auditors. Nor is it the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent auditors or to assure compliance with laws and regulations and the
Corporation's standards of business conduct policies.
If you plan to attend the Annual Meeting of Shareowners TO BE HELD IN MILWAUKEE,
WISCONSIN on February 7, 2001, please be sure to request an admittance card by:
- marking the appropriate box on the proxy card and mailing the card using the
enclosed envelope;
- indicating your desire to attend the meeting through the Corporation's
telephone or internet voting procedure; or
- calling the Corporation's Shareowner Relations line at 414-212-5300.
20
<PAGE> 22
Please mark
your votes as
indicated in [X]
this example
WHERE A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE THE SHARES REPRESENTED BY
THE PROXY FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL (B) AND WILL VOTE IN
ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS
(A) AND (B).
<TABLE>
<S> <C> <C> <C>
FOR all nominees WITHHOLD AUTHORITY
(a) Election of directors: listed to the right to vote for all
(except as marked nominees listed
to the contrary) to the right Nominees: 01 G.L. Argyros, 02 D.H. Davis, Jr.,
03 W.H. Gray, III, 04 W.T. McCormick, Jr.
[ ] [ ] (Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)
----------------------------------------------------------
</TABLE>
FOR AGAINST ABSTAIN
(b) The selection of auditors: [ ] [ ] [ ]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any postponement(s) or adjournment(s)
thereof.
Mark here if you plan to attend the meeting.
Please send Admittance Card. [ ]
By checking the box to the right, I consent to view the [ ]
Annual Reports and Proxy Statements electronically via
the Internet. I understand that the Corporation may no
longer distribute printed materials to me for any future
shareowner meetings until my consent is revoked. I
understand that I may revoke my consent at any time by
giving written notice to the Corporation.
Signature ___________________________________________________
Signature(s) if held jointly_________________________________ Date ___________
Please sign this proxy as your name appears on the Corporation's corporate
records. Joint owners should each sign personally. Trustees and others signing
in a representative capacity should indicate the capacity in which they sign.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
[telephone picture] QUICK *** EASY *** IMMEDIATE [computer picture]
YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF THREE WAYS
1. TO VOTE BY PHONE: For U.S. shareowners only, call toll-free 1-800-840-1208
on a touch tone telephone 24 HOURS A DAY-7 DAYS A WEEK.
There is NO CHARGE to you for this call.
HAVE YOUR PROXY CARD IN HAND.
You will be asked to enter a CONTROL NUMBER, which is located in the box in
the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
PROPOSAL (A) -- To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
PROPOSAL (B) -- To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
After voting your shares you will be asked if you wish to attend the
meeting. If you indicate "yes," you will automatically be mailed an
admittance card and DO NOT need to mail in the attached proxy card.
CONSENT TO VIEW ANNUAL REPORTS AND PROXY STATEMENTS ON-LINE.
Press 1 to CONSENT to view future Annual Reports and Proxy
Statements for this account via the Internet.
You may revoke this consent at any time by giving
written notice to the Corporation.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
OR
2. VOTE BY INTERNET: Follow the instructions at our Website Address:
http://www.eproxy.com/rok
OR
3. VOTE BY MAIL: Mark, sign and date your proxy card and return promptly in
the enclosed envelope.
NOTE: If you vote by Internet or telephone, THERE IS NO NEED TO MAIL BACK
your proxy card. Your Internet or telephone instructions will
authorize the named proxies in the same manner as if you returned a
signed proxy card.
THANK YOU FOR VOTING.
<PAGE> 23
PROXY
ROCKWELL INTERNATIONAL CORPORATION
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints D.H.Davis, Jr., W.T.McCormick, Jr. and
J.D.Nichols, jointly and severally, proxies, with full power of substitution, to
vote shares of capital stock which the undersigned is entitled to vote at the
Annual Meeting of Shareowners to be held at The Pfister Hotel, 424 East
Wisconsin Avenue, Milwaukee, Wisconsin, on February 7, 2001 or any adjournment
thereof. SUCH PROXIES ARE DIRECTED TO VOTE AS SPECIFIED OR, IF NO SPECIFICATION
IS MADE,FOR THE ELECTION OF THE FOUR NOMINEES PROPOSED FOR ELECTION AS DIRECTORS
WITH TERMS EXPIRING AT THE ANNUAL MEETING IN 2004, AND FOR PROPOSAL (B),AND TO
VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST
SIGN AND DATE THE OTHER SIDE;NO BOXES NEED TO BE CHECKED.
Comments:
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
(continued and to be signed on the other side)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
ROCKWELL INTERNATIONAL CORPORATION
ANNUAL MEETING OF SHAREOWNERS
WEDNESDAY, FEBRUARY 7, 2001
10:00 A.M.
THE PFISTER HOTEL
424 EAST WISCONSIN AVENUE
MILWAUKEE,WISCONSIN
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE BY INTERNET,TELEPHONE OR MAIL. SEE THE
INSTRUCTIONS ON THE OTHER SIDE OF THIS PROXY CARD.
IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL'S
PROXY STATEMENT AND ANNUAL REPORT BECAUSE YOU
CONSENTED TO VIEW THEM ON THE
INTERNET,GO TO THE FOLLOWING INTERNET ADDRESSES:
PROXY STATEMENT: http://www.rockwell.com/finance/proxy.html
ANNUAL REPORT: http://www.rockwell.com/finance/Rockwell_2000_AR.pdf
<PAGE> 24
[WELLS FARGO BANK LOGO]
December 29, 2000
TO PARTICIPANTS IN THE:
ROCKWELL INTERNATIONAL CORPORATION SALARIED RETIREMENT SAVINGS PLAN
ROCKWELL NON-REPRESENTED HOURLY RETIREMENT SAVINGS PLAN
ROCKWELL EMPLOYEE SAVINGS AND INVESTMENT PLAN FOR REPRESENTED HOURLY
EMPLOYEES
ROCKWELL RETIREMENT SAVINGS PLAN FOR REPRESENTED HOURLY EMPLOYEES
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
In connection with the Annual Meeting of Shareowners of Rockwell International
Corporation to be held February 7, 2001, enclosed are the following:
o Rockwell International Corporation Notice of 2001 Annual Meeting and Proxy
Statement, together with a Direction Card and a return envelope
The enclosed Direction Card should be used to instruct us with respect to our
voting of the shares which we are holding for your account in the Rockwell
International Corporation Savings Plans (Rockwell International Corporation
Salaried Retirement Savings Plan, Rockwell Non-Represented Hourly Retirement
Savings Plan, Rockwell Employee Savings and Investment Plan for Represented
Hourly Employees, Rockwell Retirement Savings Plan for Represented Hourly
Employees and the Rockwell Retirement Savings Plan for Certain Employees).
You should note that Internet and telephone voting has been made available to
you. Please follow the Internet or telephone instructions on the Direction Card
or sign, date and return the Direction Card in the enclosed pre-addressed
stamped envelope by February 2, 2001 so that we may vote the shares of Rockwell
International Corporation that are held for your account in accordance with your
instructions. If you do not properly complete your Internet or telephone vote or
properly complete and return the enclosed Direction Card by the above date,
Wells Fargo Bank, N.A., as Trustee, will vote such shares as it deems proper.
Sincerely,
/s/Susana R. Ryan
-----------------
Susana R. Ryan
Vice President
<PAGE> 25
Please mark
your votes as
indicated in [X]
this example
WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY
ACCOUNT FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL (B) AND TO VOTE IN
ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (A) AND (B).
<TABLE>
<S> <C> <C> <C>
FOR all nominees WITHHOLD AUTHORITY
(a) Election of directors: listed to the right to vote for all
(except as marked nominees listed
to the contrary) to the right Nominees: 01 G.L. Argyros, 02 D.H. Davis, Jr.,
03 W.H. Gray, III, 04 W.T. McCormick, Jr.
[ ] [ ] (Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)
----------------------------------------------------------
</TABLE>
FOR AGAINST ABSTAIN
(b) The selection of auditors: [ ] [ ] [ ]
In their discretion, the trustee is authorized to vote upon such other business
as may properly come before the meeting or any postponement(s) or adjournment(s)
thereof.
Mark here if you plan to attend the meeting.
Please send Admittance Card. [ ]
By checking the box to the right, I consent to view the [ ]
Annual Reports and Proxy Statements electronically via
the Internet. I understand that the Corporation may no
longer distribute printed materials to me for any future
shareowner meetings until my consent is revoked. I
understand that I may revoke my consent at any time by
giving written notice to the Corporation.
Signature ___________________________________________________
Signature(s) if held jointly_________________________________ Date ___________
In signing as attorney, executor, administrator, trustee or guardian, please
give full title as such, and, if signing for a corporation, please give your
title. Please sign, date, and return the direction card promptly using the
enclosed envelope.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
[telephone picture] QUICK *** EASY *** IMMEDIATE [computer picture]
YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF THREE WAYS
1. TO VOTE BY PHONE: For U.S. shareowners only, call toll-free 1-800-840-1208
on a touch tone telephone 24 HOURS A DAY-7 DAYS A WEEK.
There is NO CHARGE to you for this call.
HAVE YOUR DIRECTION CARD IN HAND.
You will be asked to enter a CONTROL NUMBER, which is located in the box in
the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
PROPOSAL (A) -- To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
PROPOSAL (B) -- To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
After voting your shares you will be asked if you wish to attend the
meeting. If you indicate "yes," you will automatically be mailed an
admittance card and DO NOT need to mail in the attached direction
card.
CONSENT TO VIEW ANNUAL REPORTS AND PROXY STATEMENTS ON-LINE.
Press 1 to CONSENT to view future Annual Reports and Proxy
Statements for this account via the Internet.
You may revoke this consent at any time by giving
written notice to the Corporation.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
OR
2. VOTE BY INTERNET: Follow the instructions at our Website Address:
http://www.eproxy.com/rok
OR
3. VOTE BY MAIL: Mark, sign and date your direction card and return promptly
in the enclosed envelope.
NOTE: If you vote by Internet or telephone, THERE IS NO NEED TO MAIL BACK
your direction card. Your Internet or telephone instructions will
authorize the trustee in the same manner as if you returned a signed
direction card.
THANK YOU FOR VOTING.
<PAGE> 26
DIRECTION CARD
ROCKWELL EMPLOYEE SAVINGS AND INVESTMENT PLAN FOR
REPRESENTED HOURLY EMPLOYEES
TO: WELLS FARGO BANK, N.A., TRUSTEE
You are hereby directed to vote, with respect to the proposals listed
on the other side of this Direction Card, the number of shares of Rockwell
capital stock held for my account in the Rockwell Employee Savings and
Investment Plan for Represented Hourly Employees at the Annual Meeting of
Shareowners of Rockwell International Corporation to be held at The Pfister
Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February 7, 2001, and
at any adjournment thereof, as follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS
CHECK THE BOXES FOR EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND
RETURN THIS CARD.
(continued and to be signed on the other side)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
ROCKWELL INTERNATIONAL CORPORATION
ANNUAL MEETING OF SHAREOWNERS
WEDNESDAY, FEBRUARY 7, 2001
10:00 A.M.
THE PFISTER HOTEL
424 EAST WISCONSIN AVENUE
MILWAUKEE,WISCONSIN
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE BY INTERNET,TELEPHONE OR MAIL. SEE THE
INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD.
IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL'S PROXY STATEMENT AND
ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE INTERNET,
GO TO THE FOLLOWING INTERNET ADDRESSES:
PROXY STATEMENT: http://www.rockwell.com/finance/proxy.html
ANNUAL REPORT: http://www.rockwell.com/finance/Rockwell_2000_AR.pdf
<PAGE> 27
Please mark
your votes as
indicated in [X]
this example
WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY
ACCOUNT FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL (B) AND TO VOTE IN
ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (A) AND (B).
<TABLE>
<S> <C> <C> <C>
FOR all nominees WITHHOLD AUTHORITY
(a) Election of directors: listed to the right to vote for all
(except as marked nominees listed
to the contrary) to the right Nominees: 01 G.L. Argyros, 02 D.H. Davis, Jr.,
03 W.H. Gray, III, 04 W.T. McCormick, Jr.
[ ] [ ] (Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)
----------------------------------------------------------
</TABLE>
FOR AGAINST ABSTAIN
(b) The selection of auditors: [ ] [ ] [ ]
In its discretion, the Trustee is authorized to vote upon such other business
as may properly come before the meeting or any postponement(s) or adjournment(s)
thereof.
Mark here if you plan to attend the meeting.
Please send Admittance Card. [ ]
By checking the box to the right, I consent to view the [ ]
Annual Reports and Proxy Statements electronically via
the Internet. I understand that the Corporation may no
longer distribute printed materials to me for any future
shareowner meetings until my consent is revoked. I
understand that I may revoke my consent at any time by
giving written notice to the Corporation.
Signature ___________________________________________________
Signature(s) if held jointly_________________________________ Date ___________
In signing as attorney, executor, administrator, trustee or guardian, please
give full title as such, and, if signing for a corporation, please give your
title. Please sign, date, and return the direction card promptly using the
enclosed envelope.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
[telephone picture] QUICK *** EASY *** IMMEDIATE [computer picture]
YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF THREE WAYS
1. TO VOTE BY PHONE: For U.S. shareowners only, call toll-free 1-800-840-1208
on a touch tone telephone 24 HOURS A DAY -- 7 DAYS A WEEK.
There is NO CHARGE to you for this call.
HAVE YOUR DIRECTION CARD IN HAND.
You will be asked to enter a CONTROL NUMBER, which is located in the box in
the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
PROPOSAL (A) -- To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
PROPOSAL (B) -- To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
After voting your shares you will be asked if you wish to attend the
meeting. If you indicate "yes," you will automatically be mailed an
admittance card and DO NOT need to mail in the attached Direction
card.
CONSENT TO VIEW ANNUAL REPORTS AND PROXY STATEMENTS ON-LINE.
Press 1 to CONSENT to view future Annual Reports and Proxy
Statements for this account via the Internet.
You may revoke this consent at any time by giving
written notice to the Corporation.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
OR
2. VOTE BY INTERNET: Follow the instructions at our Website Address:
http://www.eproxy.com/rok
OR
3. VOTE BY MAIL: Mark, sign and date your direction card and return promptly
in enclosed envelope.
NOTE: If you vote by Internet or telephone, THERE IS NO NEED TO MAIL BACK
your direction card. Your Internet or telephone instructions will
authorize the trustee in the same manner as if you returned a
signed direction card.
THANK YOU FOR VOTING.
<PAGE> 28
DIRECTION CARD
ROCKWELL INTERNATIONAL CORPORATION RETIREMENT
SAVINGS PLAN FOR REPRESENTED HOURLY EMPLOYEES
TO: WELLS FARGO BANK, N.A., TRUSTEE
You are hereby directed to vote, with respect to the proposals listed
on the other side of this Direction Card, the number of shares of Rockwell
capital stock held for my account in the Rockwell International Corporation
Retirement Savings Plan for Represented Hourly Employees at the Annual Meeting
of Shareowners of Rockwell International Corporation to be held at The Pfister
Hotel, 424 East Wisconsin Avenue, Milwaukee, Wisconsin, on February 7, 2001, and
at any adjournment thereof, as follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS
CHECK THE BOXES FOR EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND
RETURN THIS CARD.
(continued and to be signed on the other side)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
ROCKWELL INTERNATIONAL CORPORATION
ANNUAL MEETING OF SHAREOWNERS
WEDNESDAY, FEBRUARY 7, 2001
10:00 A.M.
THE PFISTER HOTEL
424 EAST WISCONSIN AVENUE
MILWAUKEE,WISCONSIN
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE BY INTERNET,TELEPHONE OR MAIL. SEE THE
INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD.
IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL'S PROXY STATEMENT AND
ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE
INTERNET,GO TO THE FOLLOWING INTERNET ADDRESSES:
PROXY STATEMENT: http://www.rockwell.com/finance/proxy.html
ANNUAL REPORT: http://www.rockwell.com/finance/Rockwell_2000_AR.pdf
<PAGE> 29
Please mark
your votes as
indicated in [X]
this example
WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY
ACCOUNT FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL (B) AND TO VOTE IN
ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (A) AND (B).
<TABLE>
<S> <C> <C> <C>
FOR all nominees WITHHOLD AUTHORITY
(a) Election of directors: listed to the right to vote for all
(except as marked nominees listed
to the contrary) to the right Nominees: 01 G.L. Argyros, 02 D.H. Davis, Jr.,
03 W.H. Gray, III, 04 W.T. McCormick, Jr.
[ ] [ ] (Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)
----------------------------------------------------------
</TABLE>
FOR AGAINST ABSTAIN
(b) The selection of auditors: [ ] [ ] [ ]
In its discretion, the trustee is authorized to vote upon such other business
as may properly come before the meeting or any postponement(s) or adjournment(s)
thereof.
Mark here if you plan to attend the meeting.
Please send Admittance Card. [ ]
By checking the box to the right, I consent to view the [ ]
Annual Reports and Proxy Statements electronically via
the Internet. I understand that the Corporation may no
longer distribute printed materials to me for any future
shareowner meetings until my consent is revoked. I
understand that I may revoke my consent at any time by
giving written notice to the Corporation.
Signature ___________________________________________________
Signature(s) if held jointly_________________________________ Date ___________
In signing as attorney, executor, administrator, trustee or guardian, please
give full title as such, and, if signing for a corporation, please give your
title. Please sign, date, and return the direction card promptly using the
enclosed envelope.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
[telephone picture] QUICK *** EASY *** IMMEDIATE [computer picture]
YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF THREE WAYS
1. TO VOTE BY PHONE: For U.S. shareowners only, call toll-free 1-800-840-1208
on a touch tone telephone 24 HOURS A DAY-7 DAYS A WEEK.
There is NO CHARGE to you for this call.
HAVE YOUR DIRECTION CARD IN HAND.
You will be asked to enter a CONTROL NUMBER, which is located in the box in
the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
PROPOSAL (A) -- To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
PROPOSAL (B) -- To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
After voting your shares you will be asked if you wish to attend the
meeting. If you indicate "yes," you will automatically be mailed an
admittance card and DO NOT need to mail in the attached direction
card.
CONSENT TO VIEW ANNUAL REPORTS AND PROXY STATEMENTS ON-LINE.
Press 1 to CONSENT to view future Annual Reports and Proxy
Statements for this account via the Internet.
You may revoke this consent at any time by giving
written notice to the Corporation.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
OR
2. VOTE BY INTERNET: Follow the instructions at our Website Address:
http://www.eproxy.com/rok
OR
3. VOTE BY MAIL: Mark, sign and date your direction card and return promptly
in the enclosed envelope.
NOTE: If you vote by Internet or telephone, THERE IS NO NEED TO MAIL BACK
your direction card. Your Internet or telephone instructions will
authorize the trustee in the same manner as if you returned a
signed direction card.
THANK YOU FOR VOTING.
<PAGE> 30
DIRECTION CARD
ROCKWELL INTERNATIONAL CORPORATION
SALARIED RETIREMENT SAVINGS PLAN
TO: WELLS FARGO BANK, N.A., TRUSTEE
You are hereby directed to vote, with respect to the proposals listed
on the other side of this Direction Card, the number of shares of Rockwell
capital stock held for my account in the Rockwell International Corporation
Salaried Retirement Savings Plan at the Annual Meeting of Shareowners of
Rockwell International Corporation to be held at The Pfister Hotel, 424 East
Wisconsin Avenue, Milwaukee, Wisconsin, on February 7, 2001, and at any
adjournment thereof, as follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS
CHECK THE BOXES FOR EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND
RETURN THIS CARD.
(continued and to be signed on the other side)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
ROCKWELL INTERNATIONAL CORPORATION
ANNUAL MEETING OF SHAREOWNERS
WEDNESDAY, FEBRUARY 7, 2001
10:00 A.M.
THE PFISTER HOTEL
424 EAST WISCONSIN AVENUE
MILWAUKEE,WISCONSIN
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE BY INTERNET,TELEPHONE OR MAIL. SEE THE
INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD.
IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL'S PROXY STATEMENT AND
ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE
INTERNET,GO TO THE FOLLOWING INTERNET ADDRESSES:
PROXY STATEMENT: http://www.rockwell.com/finance/proxy.html
ANNUAL REPORT: http://www.rockwell.com/finance/Rockwell_2000_AR.pdf
<PAGE> 31
Please mark
your votes as
indicated in [X]
this example
WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY
ACCOUNT FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL (B) AND TO VOTE IN
ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (A) AND (B).
<TABLE>
<S> <C> <C> <C>
FOR all nominees WITHHOLD AUTHORITY
(a) Election of directors: listed to the right to vote for all
(except as marked nominees listed
to the contrary) to the right Nominees: 01 G.L. Argyros, 02 D.H. Davis, Jr.,
03 W.H. Gray, III, 04 W.T. McCormick, Jr.
[ ] [ ] (Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)
----------------------------------------------------------
</TABLE>
FOR AGAINST ABSTAIN
(b) The selection of auditors: [ ] [ ] [ ]
In their discretion, the trustee is authorized to vote upon such other business
as may properly come before the meeting or any postponement(s) or adjournment(s)
thereof.
Mark here if you plan to attend the meeting.
Please send Admittance Card. [ ]
By checking the box to the right, I consent to view the [ ]
Annual Reports and Proxy Statements electronically via
the Internet. I understand that the Corporation may no
longer distribute printed materials to me for any future
shareowner meetings until my consent is revoked. I
understand that I may revoke my consent at any time by
giving written notice to the Corporation.
Signature ___________________________________________________
Signature(s) if held jointly_________________________________ Date ___________
In signing as attorney, executor, administrator, trustee or guardian, please
give full title as such, and, if signing for a corporation, please give your
title. Please sign, date, and return the direction card promptly using the
enclosed envelope.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
[telephone picture] QUICK *** EASY *** IMMEDIATE [computer picture]
YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF THREE WAYS
1. TO VOTE BY PHONE: For U.S. shareowners only, call toll-free 1-800-840-1208
on a touch tone telephone 24 HOURS A DAY-7 DAYS A WEEK.
There is NO CHARGE to you for this call.
HAVE YOUR DIRECTION CARD IN HAND.
You will be asked to enter a CONTROL NUMBER, which is located in the box in
the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
PROPOSAL (A) -- To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
PROPOSAL (B) -- To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
After voting your shares you will be asked if you wish to attend the
meeting. If you indicate "yes," you will automatically be mailed an
admittance card and DO NOT need to mail in the attached direction
card.
CONSENT TO VIEW ANNUAL REPORTS AND PROXY STATEMENTS ON-LINE.
Press 1 to CONSENT to view future Annual Reports and Proxy
Statements for this account via the Internet.
You may revoke this consent at any time by giving
written notice to the Corporation.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
OR
2. VOTE BY INTERNET: Follow the instructions at our Website Address:
http://www.eproxy.com/rok
OR
3. VOTE BY MAIL: Mark, sign and date your direction card and return promptly
in the enclosed envelope.
NOTE: If you vote by Internet or telephone, THERE IS NO NEED TO MAIL BACK your
direction card. Your Internet or telephone instructions will authorize the
trustee in the same manner as if you returned a signed direction card.
THANK YOU FOR VOTING.
<PAGE> 32
DIRECTION CARD
ROCKWELL NON-REPRESENTED HOURLY RETIREMENT SAVINGS PLAN
TO: WELLS FARGO BANK, N.A., TRUSTEE
You are hereby directed to vote, with respect to the proposals listed
on the other side of this Direction Card, the number of shares of Rockwell
capital stock held for my account in the Rockwell Non-Represented Hourly
Retirement Savings Plan at the Annual Meeting of Shareowners of Rockwell
International Corporation to be held at The Pfister Hotel, 424 East Wisconsin
Avenue, Milwaukee, Wisconsin, on February 7, 2001, and at any adjournment
thereof, as follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS
CHECK THE BOXES FOR EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND
RETURN THIS CARD.
(continued and to be signed on the other side)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
ROCKWELL INTERNATIONAL CORPORATION
ANNUAL MEETING OF SHAREOWNERS
WEDNESDAY, FEBRUARY 7, 2001
10:00 A.M.
THE PFISTER HOTEL
424 EAST WISCONSIN AVENUE
MILWAUKEE,WISCONSIN
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE BY INTERNET,TELEPHONE OR MAIL.
SEE THE INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD.
IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL'S PROXY STATEMENT AND
ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE
INTERNET,GO TO THE FOLLOWING INTERNET ADDRESSES:
PROXY STATEMENT: http://www.rockwell.com/finance/proxy.html
ANNUAL REPORT: http://www.rockwell.com/finance/Rockwell_2000_AR.pdf
<PAGE> 33
Please mark
your votes as
indicated in [X]
this example
WHERE A VOTE IS NOT SPECIFIED, YOU ARE DIRECTED TO VOTE THE SHARES HELD FOR MY
ACCOUNT FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL (B) AND TO VOTE IN
ACCORDANCE WITH YOUR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (A) AND (B).
<TABLE>
<S> <C> <C> <C>
FOR all nominees WITHHOLD AUTHORITY
(a) Election of directors: listed to the right to vote for all
(except as marked nominees listed
to the contrary) to the right Nominees: 01 G.L. Argyros, 02 D.H. Davis, Jr.,
03 W.H. Gray, III, 04 W.T. McCormick, Jr.
[ ] [ ] (Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)
----------------------------------------------------------
</TABLE>
FOR AGAINST ABSTAIN
(b) The selection of auditors: [ ] [ ] [ ]
In its discretion, the trustee is authorized to vote upon such other business as
may properly come before the meeting or any postponement(s) or adjournment(s)
thereof.
Mark here if you plan to attend the meeting.
Please send Admittance Card. [ ]
By checking the box to the right, I consent to view the [ ]
Annual Reports and Proxy Statements electronically via
the Internet. I understand that the Corporation may no
longer distribute printed materials to me for any future
shareowner meetings until my consent is revoked. I
understand that I may revoke my consent at any time by
giving written notice to the Corporation.
Signature ___________________________________________________
Signature(s) if held jointly_________________________________ Date ___________
In signing as attorney, executor, administrator, trustee or guardian, please
give full title as such, and, if signing for a corporation, please give your
title. Please sign, date and return the direction card promptly using the
enclosed envelope.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
[telephone picture] QUICK *** EASY *** IMMEDIATE [computer picture]
YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF THREE WAYS
1. TO VOTE BY PHONE: For U.S. shareowners only, call toll-free 1-800-840-1208
on a touch tone telephone 24 HOURS A DAY-7 DAYS A WEEK.
There is NO CHARGE to you for this call.
HAVE YOUR DIRECTION CARD IN HAND.
You will be asked to enter a CONTROL NUMBER, which is located in the box in
the lower right hand corner of this form.
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION 2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
PROPOSAL (A) -- To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
PROPOSAL (B) -- To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
After voting your shares you will be asked if you wish to attend the
meeting. If you indicate "yes," you will automatically be mailed an
admittance card and DO NOT need to mail in the attached direction
card.
CONSENT TO VIEW ANNUAL REPORTS AND PROXY STATEMENTS ON-LINE.
Press 1 to CONSENT to view future Annual Reports and Proxy
Statements for this account via the Internet.
You may revoke this consent at any time by giving
written notice to the Corporation.
WHEN ASKED,PLEASE CONFIRM BY PRESSING 1.
OR
2. VOTE BY INTERNET: Follow the instructions at our Website Address:
http://www.eproxy.com/rok
OR
3. VOTE BY MAIL: Mark, sign and date your direction card and return promptly
in the enclosed envelope.
NOTE: If you vote by Internet or telephone, THERE IS NO NEED TO MAIL BACK
your direction card. Your Internet or telephone instructions will
authorize the trustee in the same manner as if you returned a
signed direction card.
THANK YOU FOR VOTING.
<PAGE> 34
DIRECTION CARD
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
TO: WELLS FARGO BANK, N.A., TRUSTEE
You are hereby directed to vote, with respect to the proposals listed
on the other side of this Direction Card, the number of shares of Rockwell
capital stock held for my account in the Rockwell Retirement Savings Plan for
Certain Employees at the Annual Meeting of Shareowners of Rockwell International
Corporation to be held at The Pfister Hotel, 424 East Wisconsin Avenue,
Milwaukee, Wisconsin, on February 7, 2001, and at any adjournment thereof, as
follows:
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS
CHECK THE BOXES FOR EACH PROPOSAL LISTED ON THE OTHER SIDE, THEN SIGN, DATE AND
RETURN THIS CARD.
(continued and to be signed on the other side)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
ROCKWELL INTERNATIONAL CORPORATION
ANNUAL MEETING OF SHAREOWNERS
WEDNESDAY, FEBRUARY 7, 2001
10:00 A.M.
THE PFISTER HOTEL
424 EAST WISCONSIN AVENUE
MILWAUKEE,WISCONSIN
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE BY INTERNET,TELEPHONE OR MAIL.
See the instructions on the other side of this direction card.
IF YOU DID NOT RECEIVE PAPER COPIES OF ROCKWELL'S PROXY STATEMENT AND
ANNUAL REPORT BECAUSE YOU CONSENTED TO VIEW THEM ON THE
INTERNET,GO TO THE FOLLOWING INTERNET ADDRESSES:
PROXY STATEMENT: http://www.rockwell.com/finance/proxy.html
ANNUAL REPORT: http://www.rockwell.com/finance/Rockwell_2000_AR.pdf
