<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
ROCKWELL RETIREMENT SAVINGS PLAN
FOR CERTAIN EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
777 East Wisconsin Avenue, Suite 1400
Milwaukee, Wisconsin 53202
<PAGE> 2
ROCKWELL RETIREMENT
SAVINGS PLAN FOR CERTAIN EMPLOYEES
TABLE OF CONTENTS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1999, and the
Three Months Ended December 31, 1998 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULE:
Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 10
SIGNATURE S-1
EXHIBIT:
Independent Auditors' Consent S-2
</TABLE>
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Rockwell Retirement Savings Plan
for Certain Employees and to Participants therein:
We have audited the accompanying statements of net assets available for benefits
of the Rockwell Retirement Savings Plan for Certain Employees (the "Plan") as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the year ended December 31, 1999 and for the three
months ended December 31, 1998. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 and the three months ended December 31, 1998, in
conformity with accounting principles generally accepted in the United States of
America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule as
of December 31, 1999 listed in the Table of Contents is presented for the
purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 1999 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
Milwaukee, Wisconsin
June 23, 2000
<PAGE> 4
ROCKWELL RETIREMENT
SAVINGS PLAN FOR CERTAIN EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1999 1998
------------ ------------
<S> <C> <C>
INVESTMENTS:
Master Defined Contribution Trust $ 10,854,725 $ 9,340,542
Loan fund 176,888 90,858
------------ ------------
Total investments 11,031,613 9,431,400
------------ ------------
RECEIVABLES - Income 2,983 26
------------ ------------
Total assets 11,034,596 9,431,426
------------ ------------
LIABILITIES
Transfer payable -- 2,784,988
------------ ------------
TOTAL NET ASSETS AVAILABLE FOR BENEFITS $ 11,034,596 $ 6,646,438
============ ============
</TABLE>
See notes to financial statements.
-2-
<PAGE> 5
ROCKWELL RETIREMENT
SAVINGS PLAN FOR CERTAIN EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999 AND THREE MONTHS ENDED
DECEMBER 31, 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF PERIOD $ 6,646,438 $ 7,140,741
----------- -----------
INCOME:
Earnings from investments:
Net earnings in Master Defined Contribution Trust 2,522,891 1,445,814
Interest 7,684 --
----------- -----------
Total earnings from investments 2,530,575 1,445,814
----------- -----------
Contributions:
Employer 490,504 89,868
Employee 2,694,643 852,241
----------- -----------
Total contributions 3,185,147 942,109
----------- -----------
Total income 5,715,722 2,387,923
----------- -----------
EXPENSES:
Payments to participants or beneficiaries 195,044 97,945
Administrative expenses 16,333 --
----------- -----------
Total expenses 211,377 97,945
----------- -----------
NET INCOME 5,504,345 2,289,978
----------- -----------
NET TRANSFERS FROM THE PLAN (1,116,187) (2,784,281)
----------- -----------
NET INCREASE (DECREASE) 4,388,158 (494,303)
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF PERIOD $11,034,596 $ 6,646,438
=========== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE> 6
ROCKWELL RETIREMENT
SAVINGS PLAN FOR CERTAIN EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999 AND
THREE MONTHS ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of the Rockwell International Corporation
Savings Plan for Certain Employees (the "Plan"), as in effect on December
31, 1999, is provided for general information purposes only. Participants
should refer to the Plan document for more complete information.
a. General - The Plan is a defined contribution savings plan sponsored by
Rockwell International Corporation ("Rockwell"). The Central Retirement
Committee and the Plan Administrator control and manage the operation
and administration of the Plan. Wells Fargo, N.A. serves as trustee for
the Plan. The assets of the Plan are managed by the trustee and several
other investment managers. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). See Note 5
which describes changes to the Plan.
Participants in the Plan may invest in any of the following investment
funds:
Stable Value Fund - Invests in insurance contracts and fixed income
securities.
Aggregate Bond Index Fund- Invests in fixed income securities
included in the Lehman Brothers Aggregate Bond Index.
Balanced Fund - Invests in a diversified mix of fixed income and
equity securities.
Diversified Fund - Invests principally in common stocks and
convertible securities.
S&P 500 Index Fund - Invests principally in the stocks of companies
that comprise the Standard & Poors 500 Index.
Mid Cap Equity Fund - Invests principally in equity securities of
companies with medium market capitalizations.
International Equity Fund - Invests principally in equity securities
of companies located outside the United States.
Stock Fund B (employee contributions) - Invests principally in the
common stock of Rockwell but may hold Rockwell common stock and
cash.
Other funds of the Plan include:
Stock Fund A (employer contributions) - Invests principally in the
common stock of Rockwell but may hold Rockwell common stock and
cash.
Stock Funds C and D - Hold the common stock of The Boeing Company
("Boeing"). See Note 5.
-4-
<PAGE> 7
Stock Funds E and F - Hold the common stock of Meritor Automotive,
Inc. ("Meritor").
Stock Funds G and H - Hold the common stock of Conexant Systems,
Inc. ("Conexant"). See Note 5.
Guaranteed Return Fund - Invests in contracts with insurance
companies providing a guarantee of principal (backed by the general
assets of the insurance company) and a specified rate of interest.
Loan Fund - Represents outstanding participant loan balances.
Stock Funds C, D, E, F, G, H and the Guaranteed Return Fund are closed
to any additional employer and employee contributions. Additionally,
there are special rules regarding distribution from such funds. Any
dividends received on behalf of these funds are paid to Stock Fund A or
the Stable Value Fund.
b. Participation - Participation in the Plan is extended to certain
employees within Rockwell's Collins Radio Division who are eligible to
participate, as defined in the Plan document. The Plan provides that
eligible employees electing to become participants can contribute to the
Plan, through either payroll deductions or deferrals between 1% and 16%
of their base compensation, as defined in the Plan document.
c. Investment Elections - Participants may elect to have participant
contributions made to any of the funds indicated in Note 1.a. that are
available to participant contributions in 1% increments among any or all
of these funds. Participants may change such investment elections on a
daily basis.
Participants' contributions to the Guaranteed Return Fund are invested
in contracts with John Hancock Mutual Life Insurance Company and the
Prudential Insurance Company of America with various guaranteed annual
returns to participants for the contract periods. The crediting interest
rates for the contracts ranged from 5.82% to 6.70% and 5.84% to 6.47%,
at December 31, 1999 and 1998, respectively.
Upon expiration of a Guaranteed Return Fund contract (GIC), the funds
invested in the GIC are automatically transferred into the Stable Value
Fund. If a participant who has an interest in an expiring GIC does not
want to invest these funds in the Stable Value Fund, then the
participant may elect to transfer these funds to any other employee
investment funds within the Plan that are available for contribution.
d. Unit Values - Participants do not own specific securities or other
assets in the various funds, but have an interest therein represented by
units valued as of the end of each business day. However, voting rights
are extended to participants in proportion to their interest in the
Rockwell common stock held in Stock Fund A and Stock Fund B, as
represented by common units. Participants' accounts are charged or
credited, as the case may be, with the number of units properly
attributable to each participant.
-5-
<PAGE> 8
e. Employer Contributions - During 1999, Rockwell contributed to the Plan
an amount equal to 70% of the participants' contributions up to a
maximum of $350. During 1998, the Company contributed to the Plan an
amount equal to 100% of the participants' contributions up to a maximum
of $500 per year. Rockwell contributions are made to Stock Fund A.
f. Vesting - Each participant is fully vested at all times in the portion
of a participant's account that relates to the participant's
contributions and earnings thereon. Vesting in the Rockwell contribution
portion of participant accounts plus actual earnings thereon is based on
years of vested service. A participant is 100% vested after five years
of vesting service. Until a participant reaches five years of vesting
service, the participant is not vested in amounts related to Rockwell
contributions.
g. Forfeitures - When certain terminations of participation in the Plan
occur, the nonvested portion of a participant's account represents a
forfeiture, as defined in the Plan document. Forfeitures remain in the
Plan and subsequently are used to reduce Rockwell's contributions to the
Plan. However, if the participant is reemployed and fulfills certain
requirements, as defined in the Plan document, the participant's account
will be restored.
h. Loans - A participant may obtain a loan in the amount as defined in the
plan document (not less than $1,000 and not greater than $50,000 or 50%
of the participant's account balance) from the balance of the
participant's account. Loans are secured by the balances in the
participant's account. Interest is charged at a rate equal to the prime
rate plus 1%. The loans can be repaid through payroll deductions over
terms of 12, 24, 36, 48 or 60 months or up to 120 months for the
purchase of a primary residence, or in full at any time after a minimum
of one month. Payments of principal and interest are credited to the
participant's account. Participants may have two outstanding loans at a
time.
i. Plan Termination - Although Rockwell has not expressed any current
intent to terminate the Plan, Rockwell has the authority to terminate or
modify the Plan or suspend contributions to the Plan in accordance with
ERISA. In the event that the Plan is terminated or contributions by
Rockwell are discontinued, each participant's employer contribution
account will be fully vested. Benefits under the Plan will be provided
solely from the Plan assets.
j. Withdrawals and Distributions - Active participants may withdraw certain
amounts up to their entire vested interest when the participant attains
the age of 59-1/2 or is able to demonstrate financial hardship.
Participant vested amounts are payable upon retirement, death or other
termination of employment.
Upon termination of employment, participants may elect to receive the
vested portion of their account balance (employee and employer
contributions) in the form of a lump sum.
Upon retirement, participants may elect to receive the vested portion of
their account balance (employee and employer contribution) in the form
of a lump sum or in annual installment payments for up to 10 years.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Valuation of Investments - Investment in the Master Defined Contribution
Trust is stated at fair value. The loan fund is stated at cost which
approximates fair value. See Note 3.
-6-
<PAGE> 9
b. Expenses - Plan expenses are paid by Rockwell as provided in the Plan
document.
c. Use of Estimates - Estimates and assumptions made by the Plan's
management affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of increases and decreases
to the Plan during the reporting period. Actual results could differ
from those estimates.
3. MASTER DEFINED CONTRIBUTION TRUST
At December 31, 1999 and 1998, with the exception of the participant loan
fund, all of the Plan's investment assets were held in the Master Defined
Contribution Trust ("Master Trust") account at Wells Fargo, N.A. Use of the
Master Trust permits the commingling of the trust assets of a number of
benefit plans of Rockwell and its subsidiaries for investment and
administrative purposes. Although assets are commingled in the Master Trust,
Wells Fargo, N.A. maintains supporting records for the purpose of allocating
the net gain of the investment accounts to the various participating plans.
The investment accounts of the Master Trust are valued at fair value at the
end of each day. If available, quoted market prices are used to value
investments. If quoted market prices are not available, the fair value of
investments is estimated primarily by independent investment brokerage firms
and insurance companies. The funds held by the Master Trust are discussed in
Note 1.
The net gain or loss of the accounts for each day is allocated by the
trustee to each participating plan based on the relationship of the interest
of each plan to the total of the interests of all participating plans.
The net assets of the Master Trust at December 31, 1999 and 1998 are
summarized as follows:
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
Cash and equivalents $ 57,771,160 $ 74,351,351
U.S. Government securities -- 20,395,583
Corporate bonds and debentures 42,402,523 135,081,333
Common stocks 4,428,191,177 2,852,241,039
Mutual funds 503,123,568 --
Stable Value Fund 547,797,792 --
Guaranteed investment contracts 147,012,701 406,115,361
Accrued income 4,091,896 4,125,316
-------------- --------------
Net assets available for benefits $5,730,390,817 $3,492,309,983
============== ==============
</TABLE>
-7-
<PAGE> 10
The net earnings of the Master Trust for the year ended December 31, 1999 and
for the three months ended December 31, 1998 is summarized as follows:
<TABLE>
<CAPTION>
1999 1998
--------------- ---------------
<S> <C> <C>
Interest $ 49,441,701 $ 9,077,572
Dividends 57,083,001 14,634,976
Net (depreciation) appreciation in fair value
of investments:
U.S. Government securities (375,707) (359,299)
Corporate bonds and debentures (1,899,587) (478,179)
Common stocks 2,074,314,661 631,683,979
Mutual Funds 151,108,840 --
Other (392,165) --
--------------- ---------------
Net earnings $ 2,329,280,744 $ 654,559,049
=============== ===============
</TABLE>
The Plan's interest in the total Master Trust as a percentage of net assets
of the Master Trust was less than 1% at both December 31, 1999 and 1998.
While the Plan participates in the Master Trust, the investment portfolio is
not ratable between the various participating plans. As a result, those
plans with smaller participation in the common stock funds recognized a
disproportionately lesser amount of net appreciation in 1999 and 1998,
respectively.
4. TAX STATUS
The Plan has not yet obtained a tax determination letter, however, Rockwell
believes that the Plan, as in effect on December 31, 1999, was designed and
operated in compliance with the applicable requirements of the Internal
Revenue Code and that, therefore, the Plan qualified under Section 401(a)
and the related trust was tax-exempt as of December 31, 1999. Therefore, no
provision for income taxes is included in the Plan's financial statements.
5. CHANGES IN THE PLAN
Effective January 1, 1998, participants may elect to transfer all or a
portion of their account balances in Boeing Stock Funds C and D to other
investment funds within the Plan. Special rules apply on which funds are
available for transfer.
On December 31, 1998, Rockwell spun-off its Semiconductor Systems business
into an independent, publicly held company, Conexant Systems, Inc.
("Conexant"), and distributed all of the outstanding shares of common stock
of Conexant to holders of Rockwell common stock. As a result of this
distribution, the Plan received one share of Conexant common stock for every
two shares of Rockwell common stock held by Stock Funds A and B as of the
distribution date. The Conexant shares were received on January 4, 1999 by
Stock Funds G and H, which were established as of the December 31, 1998
distribution date. Upon distribution, the value of each Conexant share was
approximately $16.75, which was twice the amount of the approximate $8.37
decline in the value of each Rockwell share at that same time. As such,
based on the distribution allocation of the shares (one share for every two
Rockwell shares held), the distribution of Conexant shares had no impact on
Plan participant account balances. Participants may elect to transfer all or
a portion of their account balances in Stock Funds G
-8-
<PAGE> 11
and H to other investment funds within this Plan. Special rules apply on
which funds are available for transfer.
In connection with the Conexant spin-off, account balances totaling
approximately $1.1 million relating to Conexant participants of the Plan
were transferred into a Conexant savings plan in April 1999. In addition,
effective January 1, 1999, the Cedar Rapids Offsite employee group
participants of the Plan, and their related account balances, transferred
into the Allen-Bradley Savings and Investment Plan for Hourly Employees.
This amount is recorded as a transfer payable on the statement of net assets
available for benefits at December 31, 1998. As a result, represented hourly
employees of Rockwell's Collins Radio Division remain in the Plan as the
sole participant group.
Effective January 1, 1999, the Plan changed its year-end from September 30
to December 31.
In August 1999, Rockwell and certain union groups approved a series of
changes to the Plan that became effective on October 1, 1999. These changes
include increasing to 16% the percentage of employee compensation eligible
to be contributed to the Plan, increasing the investment options available
under the Plan and adding flexibility to certain participant transactions
such as investment of future participant contributions, fund transfers,
participant loans, etc., and providing an ongoing investment education
program to Plan participants. Participants should refer to the Plan document
for more information on these changes.
* * * * * *
-9-
<PAGE> 12
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN FOR CERTAIN EMPLOYEES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
DESCRIPTION OF INVESTMENT,
IDENTITY OF ISSUER, INCLUDING COLLATERAL, RATE
BORROWER, LESSOR OR OF INTEREST, MATURITY DATE, CURRENT
SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
------------- --------------------- --------------------------- -------- -----------
<S> <C> <C> <C> <C>
* Wells Fargo, N.A. Master Defined
Contribution Trust $7,964,750 $10,854,725
* Various participants Participant Loans; prime rate
plus 1%, due 2000 to 2009 176,888 176,888
---------- -----------
Total investments $8,141,638 $11,031,613
========== ===========
</TABLE>
* Party-in-interest.
-10-
<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the
undersigned, hereunto duly authorized.
ROCKWELL RETIREMENT
SAVINGS PLAN FOR CERTAIN EMPLOYEES
By
--------------------------------
Alfred J. Spigarelli
Plan Administrator
Date: June 23, 2000
S-1
<PAGE> 14
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-17031 of Rockwell International Corporation Form S-8 and the Prospectus
related thereto of our report dated June 23, 2000, appearing in this Annual
Report on Form 11-K of the Rockwell Retirement Savings Plan for Certain
Employees for the year ended December 31, 1999.
Deloitte & Touche LLP
Milwaukee, Wisconsin
June 23, 2000
S-2
