<PAGE>
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[x] Annual Report Pursuant To Section 15(D) of The Securities Exchange Act of
1934 (Fee Required)
For the fiscal year ended December 31, 1999
-------------------------------------------------
OR
[ ] Transition Report Pursuant To Section 15(D) of The Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from __________________ to ______________________
COMMISSION FILE NUMBER ______________
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
INTERNATIONAL RECTIFIER CORPORATION RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
INTERNATIONAL RECTIFIER CORPORATION
233 KANSAS STREET
EL SEGUNDO, CALIFORNIA 90245
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
REPORT ON FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
INTERNATIONAL RECTIFIER CORPORATION RETIREMENT SAVINGS PLAN
/s/ Michael P. McGee
--------------------------------
Michael P. McGee
Member of Administrative Committee
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
PAGE
----
Financial Statements:
Report of Independent Accountants 1
Statements of Net Assets Available For Benefits
As of December 31, 1999 and 1998 2
Statements of Changes In Net Assets Available For Benefits
For the Years Ended December 31, 1999 and 1998 3
Notes to Financial Statements 4-8
Supplemental Schedule:
Schedule of Assets Held For Investment Purposes
At End of Year 9
Exhibit Index 10
(23.1) Consent of Independent Accountants 11
Certain supplemental schedules have been omitted because they are not applicable
to the International Rectifier Corporation Retirement Savings Plan.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
International Rectifier Corporation Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the International Rectifier Corporation Retirement Savings Plan (the "Plan")
at December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States. 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 of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audits
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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers L.L.P.
Los Angeles, California
June 23, 2000
1
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INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Assets:
Investments at fair value $67,674,963 $44,414,571
---------- ----------
Total investments 67,674,963 44,414,571
Employee contributions receivable 115,805 92,665
Employer contributions receivable 126,977 88,335
------------ ------------
Total receivables 242,782 181,000
------------ ------------
67,917,745 44,595,571
------------ ------------
Net assets available for benefits $67,917,745 $44,595,571
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employee $ 5,156,644 $ 5,168,261
Employer 1,236,427 1,078,627
Investment income:
Dividend income 3,535,014 2,822,121
Interest income 204,317 177,344
Net appreciation in the fair value of investments 16,227,306 350,569
---------- ------------
Total additions 26,359,708 9,596,922
---------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 3,028,095 2,427,270
Administrative fees 9,439 7,979
---------- -----------
Total deductions 3,037,534 2,435,249
---------- -----------
Net increase 23,322,174 7,161,673
Net assets available for benefits:
Beginning of year 44,595,571 37,433,898
---------- ----------
End of year $67,917,745 $44,595,571
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the International Rectifier Corporation
Retirement Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
GENERAL
International Rectifier Corporation (the "Company") established the Plan on
April 1, 1988. The Plan is a defined contribution plan subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended.
ELIGIBILITY
An employee is eligible to participate in the Plan on the first day of the
payroll period which falls immediately after the later of (i) the date
which is 90 days after his or her date of hire, or (ii) the date on which
he or she attains age 18.
CONTRIBUTIONS
Effective January 1, 1998, participants may elect to make contributions up
to 15% of their pretax annual compensation, as defined in the Plan. For the
Plan year ended December 31, 1997, participants were permitted to make
contributions up to 20% of their pretax annual compensation. Participants
may also contribute amounts representing distributions from other qualified
defined benefit or contribution plans. The Company contributes an amount
equal to 150% of the first $200 of the participant's contribution, 50% of
the next $1,400, and 25% of the next $800 in a Plan year. The aggregate
matching contribution made by the Company shall not exceed $1,200 per
participant in a Plan year. In addition to the Company's matching
contribution, the Board of Directors may make annual discretionary
contributions in the form of cash or Company stock. For the years ended
December 31, 1999 and 1998, no discretionary matching contributions were
authorized by the Board.
VESTING
Participants are immediately vested in their contributions and the
Company's matching and discretionary contributions plus actual earnings
thereon.
4
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions
and allocations of the Company's contribution and Plan earnings.
Allocations are based on participant contributions or account balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
INVESTMENT PROGRAMS
The trustee for the Plan is Fidelity Management Trust Company. All accounts
are held in trust funds and invested in accordance with the terms of the
Plan and investment options elected by Plan participants.
Participants can allocate their contributions and account balances to any
or all of the investment fund options. Participants may transfer their
account balances, or a portion thereof, from one fund to another.
PARTICIPANT LOANS
The Plan allows participants to borrow from their accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50% of their
account balance. Loan transactions are treated as transfers between
Investment Fund and the Participant Loan Fund. Loan terms range from 1-5
years or up to 10 years for the purchase of a primary residence. The loans
are collateralized by the balance in the participant's account and bear
interest at a rate commensurate with current prevailing rates. Principal
and interest is paid ratably through monthly payroll deductions.
BENEFIT PAYMENTS
Upon termination of service, a participant will receive a lump-sum amount
equal to the value of the participant's account, as defined by the Plan,
unless the participant chooses to leave the account balance in the Plan.
Benefits are recorded when paid.
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan are prepared using the
accrual method of accounting.
5
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts in the statement of changes
in net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in mutual funds and other
securities. Investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect participants'
account balances and the amounts reported in the statement of net assets
available for benefits and the statement of changes in net assets available
for benefits.
INVESTMENTS
The Plan's investments in shares of registered investment company mutual
funds and the Company stock are valued at the last quoted sales price on
the last business day of the year. Investments in commingled trust funds
are valued at estimated fair values according to methods selected in good
faith by the trustee. Participant loans are valued at the unpaid amount of
the loan which is estimated to approximate fair value.
Purchases and sales of securities are reflected on a trade date basis. The
basis for all securities sold is determined by average cost. Dividend
income is recorded on the ex-dividend date and interest income is recorded
on the accrual basis. The Plan presents in the statement of changes in net
assets available for benefits the net appreciation (depreciation) in fair
value of its investments, which consists of the realized gains or losses
and unrealized appreciation or depreciation on those investments.
6
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. INVESTMENTS
The following are investments that represent 5% or more of the Plan's net
assets at December 31:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
International Rectifier Stock Unit Fund $12,355,485 $ 5,031,146
Fidelity Growth Company Fund 21,431,522 10,495,138
Fidelity Intermediate Bond Fund 3,873,248 3,714,732
Fidelity Value Fund 8,739,015 8,795,239
Fidelity Retirement Government Money Market Portfolio 6,888,365 5,011,944
Managed Income Portfolio 5,673,513 4,566,597
Fidelity U.S. Equity Index Fund 4,145,779 2,788,369
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $16,227,306 as follows:
<TABLE>
<S> <C>
Mutual funds $ 8,017,091
Company common stock 8,210,215
-----------
$16,227,306
===========
</TABLE>
4. RELATED-PARTY TRANSACTIONS
Certain of the Plan's investments are shares of mutual funds managed by
Fidelity Management Trust Company, the trustee of the Plan, as defined by
the Plan agreement. Therefore, these transactions qualify as
party-in-interest transactions for which a statutory exemption exists. Fees
paid by the Plan for investment management services were nominal for the
years ended December 31, 1999 and 1998.
The Company also qualifies as a party-in-interest and absorbs certain
administrative expenses of the Plan. The Company paid approximately $32,000
and $25,000 of administrative expenses on behalf of the Plan for the years
ended December 31, 1999 and 1998, respectively. Such transactions with the
Company qualify for a statutory exemption.
7
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. The account balances
of the participants affected by a partial or complete termination of the
Plan are nonforfeitable and will be determined as of the termination date.
6. TAX STATUS OF THE PLAN
The Plan has obtained a favorable tax determination letter from the
Internal Revenue Service dated February 26, 1998. The Plan administrator
and the Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable requirements of
the Internal Revenue Code (the "Code").
Under the provisions of Section 401(k) of the Code, contributions to the
Plan are not taxable until distributed to the participants.
8
<PAGE>
SUPPLEMENTAL SCHEDULE
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES**
AT END OF YEAR
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
(a) (b) Identity of Issue, Borrower, Lessor (c) Description of Investment, Including
or Similar Party Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
* International Rectifier Stock Unit Fund Company Stock
* Fidelity Growth Company Fund Shares in Registered Investment Company
* Fidelity Intermediate Bond Fund Shares in Registered Investment Company
* Fidelity Value Fund Shares in Registered Investment Company
* Fidelity Low-Priced Stock Fund Shares in Registered Investment Company
* Fidelity Diversified International Fund Shares in Registered Investment Company
* Fidelity Retirement Government Money Market Portfolio Shares in Registered Investment Company
* Managed Income Portfolio Shares in Commingled Trust Fund
* Fidelity U.S. Equity Index Fund Shares in Registered Investment Company
Participant loans receivable Interest rates range from 7.80% to 9.00% and the
notes are collateralized by participant
account balances. The loans mature between
January 2000 and November 2009.
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
(a) (b) Identity of Issue, Borrower, Lessor (d) Cost (e) Current
or Similar Party Value
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* International Rectifier Stock Unit Fund $12,355,485
* Fidelity Growth Company Fund 21,431,522
* Fidelity Intermediate Bond Fund 3,873,248
* Fidelity Value Fund 8,739,015
* Fidelity Low-Priced Stock Fund 842,242
* Fidelity Diversified International Fund 1,229,208
* Fidelity Retirement Government Money Market Portfolio 6,888,365
* Managed Income Portfolio 5,673,513
* Fidelity U.S. Equity Index Fund 4,145,779
Participant loans receivable
2,496,586
-----------
$67,674,963
===========
</TABLE>
* A party-in-interest for which a statutory exemption exists.
** Under ERISA, an asset held for investment purposes is any asset held by
the Plan on the last day of the Plan's fiscal year and disposed of at any
time before the last day of the Plan's fiscal year, with certain
exceptions.
9
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
EXHIBIT INDEX
--------------------------------------------------------------------------------
Exhibit Description
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23.1 Consent of PricewaterhouseCoopers LLP
10
