<PAGE>
<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1994
Commission file number 1-1035
Rockwell International Corporation
(Exact name of registrant as specified in its charter)
Delaware 95-1054708
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2201 Seal Beach Boulevard, Seal Beach, California 90740
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (412) 565-4004
(Office of the Corporate Secretary)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
181,831,610 shares of registrant's Common Stock, $1.00 par value, and
37,648,924 shares of Class A Common Stock, $1.00 par value, were outstanding on
July 31, 1994.<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Page
No.
Condensed Consolidated Balance Sheet--
June 30, 1994 and September 30, 1993........... 2
Statement of Consolidated Income--Three Months
and Nine Months Ended June 30, 1994 and 1993... 3
Statement of Consolidated Cash Flows--
Nine Months Ended June 30, 1994 and 1993....... 4
Notes to Financial Statements.................. 5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations.................................. 8
Other Financial Information.................... 11
Exhibit 11 - Computation of Earnings Per Share........... 13
PART II. OTHER INFORMATION:
Item 5. Other Information.............................. 14
Item 6. Exhibits and Reports on Form 8-K............... 14
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKWELL INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
June 30 September 30
1994 1993
(Unaudited)
ASSETS (In millions)
Current assets:
Cash........................................... $ 585.8 $ 772.8
Receivables.................................... 2,234.9 2,209.1
Inventories.................................... 1,560.3 1,430.8
Other current assets........................... 572.5 533.7
Total current assets................... 4,953.5 4,946.4
Net property...................................... 2,365.8 2,325.8
Other assets...................................... 2,649.6 2,612.9
TOTAL.................... $9,968.9 $9,885.1
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt................................ $ 217.5 $ 166.4
Accounts payable - trade....................... 822.9 859.8
Accrued compensation and benefits.............. 686.9 710.1
Advance payments from customers................ 370.8 362.7
Accrued income taxes........................... 150.1 94.1
Other current liabilities...................... 805.6 797.8
Total current liabilities.............. 3,053.8 2,990.9
Long-term debt.................................... 846.0 1,028.2
Accrued retirement benefits....................... 2,690.1 2,731.2
Other liabilities................................. 183.8 178.8
Total liabilities............. 6,773.7 6,929.1
Shareowners' equity:
Preferred stock ............................... 1.4 1.5
Common Stock (shares issued - 209.5 million)... 209.5 209.5
Class A Common Stock (shares issued:
June 30, 1994, 38.1 million;
September 30, 1993, 41.6 million)............ 38.1 41.6
Additional paid-in capital..................... 173.7 164.3
Retained earnings.............................. 3,684.7 3,471.9
Currency translation and pension adjustments... (195.7) (196.8)
Common Stock in treasury, at cost (shares held:
June 30, 1994, 27.7 million;
September 30, 1993, 30.1 million)............ (716.5) (736.0)
Total shareowners' equity..... 3,195.2 2,956.0
TOTAL.................... $9,968.9 $9,885.1
See Notes to Financial Statements.
-2-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
STATEMENT OF CONSOLIDATED INCOME
(Unaudited)
Three Months Ended Nine Months Ended
June 30 June 30
1994 1993 1994 1993
(In millions)
Revenues:
Sales.......................... $2,872.3 $2,813.4 $8,234.7 $ 7,996.1
Other income................... 12.3 17.2 42.0 57.0
Total revenues............... 2,884.6 2,830.6 8,276.7 8,053.1
Costs and expenses:
Cost of sales.................. 2,217.6 2,212.4 6,403.7 6,322.5
Selling, general and
administrative............... 369.2 345.2 1,018.1 964.6
Interest....................... 23.6 27.6 74.6 81.5
Total costs and expenses..... 2,610.4 2,585.2 7,496.4 7,368.6
Income before income taxes....... 274.2 245.4 780.3 684.5
Provision for income taxes....... 109.3 98.2 311.2 272.6
Net income ...................... $ 164.9 $ 147.2 $ 469.1 $ 411.9
(In dollars)
Earnings per common share:
Primary....................... $ .74 $ .66 $ 2.12 $ 1.87
Fully diluted................. $ .73 $ .65 $ 2.08 $ 1.84
Cash dividends per common share.. $ .25 $ .25 $ .75 $ .71
(In millions)
Average common shares outstanding:
Primary....................... 220.4 219.8 220.9 219.6
Fully diluted................. 224.3 223.5 225.1 223.5
See Notes to Financial Statements.<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
Nine Months Ended
June 30
1994 1993
(In millions)
OPERATING ACTIVITIES:
Net income......................................... $ 469.1 $ 411.9
Adjustments to net income to arrive at
cash provided by operating activities:
Depreciation..................................... 322.3 321.5
Amortization of intangible assets................ 38.5 42.7
Deferred income taxes............................ 36.8 (23.2)
Net pension income and contributions............. (80.7) (91.1)
Changes in assets and liabilities:
Receivables.................................... 0.4 42.7
Inventories.................................... (116.2) (83.8)
Accounts payable - trade....................... (54.2) (164.5)
Accrued compensation and benefits.............. (26.1) 42.1
Advance payments from customers................ (2.4) (12.9)
Income taxes................................... 56.3 81.5
Other assets and liabilities................... (73.2) (37.0)
Cash provided by operating activities....... 570.6 529.9
INVESTING ACTIVITIES:
Property additions................................. (349.9) (249.7)
Proceeds from disposition of property and
businesses....................................... 8.0 14.6
Acquisition of businesses.......................... (13.3) (131.0)
Cash used for investing activities.......... (355.2) (366.1)
FINANCING ACTIVITIES:
Increase (decrease) in short-term borrowings....... 26.5 (4.6)
Increase in long-term debt......................... 17.7
Payments of long-term debt......................... (208.2) (11.9)
Net decrease in debt............................. (164.0) (16.5)
Purchase of treasury stock......................... (108.8) (61.8)
Dividends.......................................... (165.9) (156.2)
Reissuance of common stock......................... 36.3 46.2
Cash used for financing activities.......... (402.4) (188.3)
DECREASE IN CASH................................... (187.0) (24.5)
CASH AT BEGINNING OF PERIOD........................ 772.8 602.6
CASH AT END OF PERIOD.............................. $ 585.8 $ 578.1
Income tax payments were $206.1 million and $218.2 million in the nine months
ended June 30, 1994 and 1993, respectively.
See Notes to Financial Statements.
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of the company the unaudited financial statements contain
all adjustments, consisting solely of adjustments of a normal recurring
nature, necessary to present fairly the financial position, results of
operations and cash flows for the periods presented. These statements should
be read in conjunction with the company's Annual Report for the fiscal year
ended September 30, 1993. The results of operations for the three- and
nine-month periods ended June 30, 1994 and 1993 are not necessarily
indicative of the results for the full year.
It is the company's practice at the end of each interim reporting period
to make an estimate of the effective tax rate expected to be applicable for
the full fiscal year. The rate so determined is used in providing for income
taxes on a year-to-date basis.
2. Receivables are summarized as follows (in millions):
June 30 September 30
1994 1993
Accounts and notes receivable:
Commercial, less allowance for doubtful
accounts (June 30, 1994, $54.0;
September 30, 1993, $47.3)............ $1,343.0 $1,258.2
United States Government................ 136.4 149.0
Unbilled costs and accrued profits,
less related progress payments
(June 30, 1994, $465.0;
September 30, 1993, $550.5)............. 755.5 801.9
Receivables............................. $2,234.9 $2,209.1
3. Inventories are summarized as follows (in millions):
June 30 September 30
1994 1993
Finished goods............................ $ 350.3 $ 330.3
Long-term contracts in process............ 298.8 338.2
Work in process........................... 613.0 508.7
Raw materials, parts and supplies......... 512.8 492.4
Total................................... 1,774.9 1,669.6
Less allowance to adjust the carrying value
of certain inventories to a last-in,
first-out (LIFO) basis.................. 76.3 67.2
Remainder................................. 1,698.6 1,602.4
Less related progress payments............ 138.3 171.6
Inventories............................. $1,560.3 $1,430.8
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4. Other assets are summarized as follows (in millions):
June 30 September 30
1994 1993
Goodwill................................. $ 571.6 $ 581.5
Patents, product technology and
other intangibles...................... 172.1 175.2
Intangible pension asset................. 37.5 52.5
Prepaid pension costs.................... 1,276.2 1,187.4
Deferred income taxes.................... 338.8 374.6
Customer finance receivables............. 142.1 150.5
Investments and other assets............. 111.3 91.2
Other assets........................... $2,649.6 $2,612.9
5. Other current liabilities are summarized as follows (in millions):
June 30 September 30
1994 1993
Accounts payable - other................. $247.2 $191.8
Accrued product warranties............... 165.6 165.6
Accrued taxes other than income taxes.... 73.3 80.7
Accrued restructuring costs.............. 32.2 62.1
Other.................................... 287.3 297.6
Other current liabilities.............. $805.6 $797.8
6. Long-term debt consisted of the following (in millions):
June 30 September 30
1994 1993
7-1/2% notes, redeemed in March 1994..... $ 200.0
8-7/8% notes, payable in 1999............ $300.0 300.0
8-3/8% notes, payable in 2001............ 200.0 200.0
6-3/4% notes, payable in 2002............ 300.0 300.0
Other obligations, principally foreign... 64.5 35.6
Total.................................. 864.5 1,035.6
Less current portion..................... 18.5 7.4
Long-term debt........................... $846.0 $1,028.2
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
7. Accrued retirement benefits consisted of the following (in millions):
June 30 September 30
1994 1993
Accrued retirement medical costs......... $2,525.1 $2,579.2
Accrued pension costs.................... 352.0 352.0
Total.................................. 2,877.1 2,931.2
Amount classified as current liability... 187.0 200.0
Accrued retirement benefits............ $2,690.1 $2,731.2
8. In the quarter ended June 30, 1994, the company purchased 1.3 million
shares of Common Stock for $47.1 million. Since the company's Common Stock
repurchase program began in 1984, the company has purchased 109.2 million
shares of Common Stock for $2.4 billion.
9. Various lawsuits, claims and proceedings have been or may be instituted or
asserted against the company relating to the conduct of its business,
including those pertaining to product liability, environmental, safety and
health, and employment matters. Although the outcome of litigation cannot be
predicted with certainty and some lawsuits, claims or proceedings may be
disposed of unfavorably to the company, management believes the disposition
of matters which are pending or asserted will not have a material adverse
effect on the company's financial statements.<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
1994 Third Quarter Compared to 1993 Third Quarter
The contributions to sales and earnings by business segment of the company for
the third quarter of fiscal 1994 and 1993 are presented below.
Sales Earnings
1994 1993 1994 1993
(in millions)
Electronics...................... $1,276 $1,228 $ 174.1 $ 154.9
Aerospace........................ 649 776 87.9 96.5
Automotive....................... 779 679 50.8 48.7
Graphics......................... 169 130 9.7 (1.8)
Sales and operating earnings.. 2,873 2,813 322.5 298.3
General corporate - net.......... (24.7) (25.3)
Interest expense................. (23.6) (27.6)
Provision for income taxes....... (109.3) (98.2)
Total......................... $2,873 $2,813 $ 164.9 $ 147.2
Sales for the 1994 third quarter increased two percent from the same period in
1993. In the current quarter, 66 percent of sales were to U.S. commercial and
international customers (32 percent international) up from 60 percent in 1993's
third quarter (29 percent international). The quarter produced the highest
level of international sales in the company's history. Sales to the U.S.
Department of Defense declined to 19 percent in the latest quarter from 24
percent in 1993's third quarter.
Net income for 1994's third quarter increased 12 percent from 1993's third
quarter primarily due to three of the company's four business segments --
Electronics, Automotive and Graphics -- recording earnings increases over their
1993 third quarter results. Aerospace earnings in the current quarter remained
strong, but as expected, were down nine percent from last year's third quarter
due to lower sales. Within the business segments, six of the company's nine
businesses achieved higher 1994 third quarter earnings.
Earnings per share for the current year's third quarter increased 12 percent
over last year's third quarter, and marked the sixth consecutive quarter the
company has achieved double-digit earnings per share growth.
Electronics 1994 third quarter earnings rose 12 percent from 1993's third
quarter due to continued strong sales and earnings increases in the
Telecommunications and Allen-Bradley Automation businesses, as well as
improved earnings in Defense Electronics resulting from favorable contract
adjustments. Avionics earnings for the current quarter were down, as
expected, as commercial air transport markets remained soft.
Telecommunications third quarter sales reached another all-time high as
demand for high-speed data modems continued to grow. Earnings were up<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
RESULTS OF OPERATIONS (CONTINUED)
23 percent over last year's third quarter, despite the pressure of competitive
pricing and increased investment in new product development. The Allen-Bradley
Automation business achieved its second consecutive quarter of record sales and
earnings with continuing strong demand for its products in all its primary
markets worldwide. Allen-Bradley's incoming orders reached $9.1 million per
day, the highest in its history.
The Space Systems and Aircraft businesses within the Aerospace segment had
lower 1994 third quarter sales and earnings compared to the 1993 comparable
quarter. Both businesses, however, increased their profit margins, benefitting
from ongoing cost improvement programs.
Although Automotive's sales were up 15 percent from 1993's third quarter,
earnings increased only four percent due to higher warranty costs, increased
automotive electronics product development expenses and a favorable $5 million
medical accrual adjustment in 1993.
Earnings of the Graphics business improved significantly from 1993's
third quarter due to higher sales of newspaper printing presses and the ongoing
benefit of cost reduction programs.
Nine Months Ended June 30, 1994 Compared to Nine Months Ended June 30, 1993
The contributions to sales and earnings by business segment of the company for
the nine months ended June 30, 1994 and 1993 are presented below.
Sales Earnings
1994 1993 1994 1993
(in millions)
Electronics....................... $3,717 $3,439 $ 521.5 $ 450.9
Aerospace......................... 1,917 2,189 263.2 275.2
Automotive........................ 2,145 1,925 115.0 102.1
Graphics.......................... 456 443 23.8 7.1
Sales and operating earnings.... 8,235 7,996 923.5 835.3
General corporate - net........... (68.6) (69.3)
Interest expense.................. (74.6) (81.5)
Provision for income taxes........ (311.2) (272.6)
Total........................... $8,235 $7,996 $ 469.1 $ 411.9
Sales for the first nine months of 1994 increased three percent from the same
period a year ago. U.S. commercial and international sales for the first
nine months of 1994 accounted for 65 percent of total sales compared to
61 percent for 1993's first nine months. Sales to the U.S. Department of
Defense were 20 percent of total sales, down from 23 percent for the first nine
months of 1993, and sales to NASA were 15 percent, down from 16 percent for
1993's first nine months.
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
RESULTS OF OPERATIONS (CONTINUED)
Net income for the first nine months of 1994 was up 14 percent over 1993's
comparable period, while earnings per share for the current year's first
nine months increased 13 percent over 1993.
Electronics earnings for the first nine months of fiscal 1994 were up 16
percent from the same period a year ago primarily due to substantial earnings
increases in the Telecommunications and Allen-Bradley Automation businesses
resulting from strong worldwide demand for high-speed data modems and
automation products. Earnings of Defense Electronics also improved from the
year earlier period principally as a result of favorable contract adjustments,
while Avionics earnings were lower, as expected, due to the continuing
depressed commercial air transport markets.
Aerospace earnings for the first nine months of 1994 were down four percent
over the comparable 1993 period due to decreased sales and adverse contract
adjustments in the Aircraft business. Earnings of Space Systems were up for
the period due to higher award fees and the benefits from cost containment
programs.
Automotive's earnings for the first nine months of 1994 increased 13 percent
over 1993's first nine months primarily due to the strong North American truck
markets. Automotive's earnings were adversely affected by higher warranty
costs, including a second quarter $25 million provision to recognize the costs
of inspections and potential field modifications of certain transmission
products.
Earnings of the company's Graphics business for the first nine months of 1994
improved significantly from the year earlier due to higher sales and the
ongoing benefit of cost reduction programs.
FINANCIAL CONDITION
There were no significant changes in the company's financial position during
the three months ended June 30, 1994. During the second quarter, the company
redeemed its $200 million 7-1/2% notes, which had been payable in 1997,
utilizing available cash balances and short-term credit facilities.
It is the policy of the company not to enter into derivative financial
instruments for speculative purposes. The company does enter into foreign
currency forward exchange contracts for firm and identifiable foreign
currency commitments to protect the company from losses resulting from
adverse currency rate fluctuations.
Information with respect to the effect on the company and its manufacturing
operations of compliance with environmental protection requirements and
resolution of environmental claims is contained under the caption Results of
Operations, Environmental Issues in Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations, on pages 16 - 17 of
the company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, and is incorporated herein by reference. Management
believes that at June 30, 1994 there has been no material change to this
information.<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
Other Financial Information
(a) The company's backlog on June 30, 1994 was $10.9 billion compared to
$13.1 billion on June 30, 1993. The backlog includes $3.9 billion of
commercial orders, $2.1 billion of funded government orders and $4.9 billion of
unfunded government orders. Backlog by major business segment is as follows
(in millions):
June 30 June 30
1994 1993
Aerospace
Space Systems $ 5,137 $ 7,355
Aircraft 1,789 1,796
6,926 9,151
Defense Electronics 1,286 1,294
Other 2,680 2,615
Total Backlog $10,892 $13,060
(b) Sales by major product lines are summarized as follows (in millions):
Three Months Ended Nine Months Ended
June 30 June 30
1994 1993 1994 1993
Electronics
Automation $ 545 $ 457 $1,518 $1,238
Avionics 292 287 899 896
Telecommunications 187 138 527 380
Defense Electronics 252 346 773 925
1,276 1,228 3,717 3,439
Aerospace
Space Systems 502 594 1,506 1,674
Aircraft 147 182 411 515
649 776 1,917 2,189
Automotive
Heavy Vehicles 470 394 1,302 1,082
Light Vehicles 309 285 843 843
779 679 2,145 1,925
Graphics 169 130 456 443
Total Sales $2,873 $2,813 $8,235 $7,996
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
Other Financial Information (Continued)
(c) Composition of sales is summarized as follows (in millions):
Three Monts Ended Nine Months Ended
June 30 June 30
1994 1993 1994 1993
U.S. Commercial $ 973 $ 860 $2,744 $2,519
International 922 825 2,579 2,333
U.S. Government:
DOD 555 668 1,683 1,860
NASA 423 460 1,229 1,284
Total $2,873 $2,813 $8,235 $7,996
<PAGE>
<PAGE>
EXHIBIT 11
ROCKWELL INTERNATIONAL CORPORATION
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended Nine Months Ended
June 30 June 30
1994 1993 1994 1993
(In millions, except per share amounts)
Primary earnings per share:
Net income...................... $164.9 $147.2 $469.1 $411.9
Deduct dividend requirements
on preferred stock............ 0.1 0.1 0.2 0.2
Total primary earnings.......... $164.8 $147.1 $468.9 $411.7
Average number of common
shares outstanding during
the period..................... 220.4 219.8 220.9 219.6
Primary earnings per share...... $ .74 $ .66 $ 2.12 $ 1.87
Fully diluted earnings per share:
Net income...................... $164.9 $147.2 $469.1 $411.9
Average number of common shares
outstanding during the
period assuming full dilution:
Common stock................ 220.4 219.8 220.9 219.6
Assumed issuance of stock
under award plans and
conversion of preferred
stock..................... 3.9 3.7 4.2 3.9
Total fully diluted shares...... 224.3 223.5 225.1 223.5
Fully diluted earnings
per share.................... $ .73 $ .65 $ 2.08 $ 1.84
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 5. Other Information
The company's government contract operations are subject to U.S. Government
investigations of business practices and audits of contract performance and
cost classification from which claims have been or may be asserted against the
company. Although such claims are usually resolved through fact-finding and
negotiation, civil, criminal or administrative proceedings may result and a
contractor can be fined, as well as be suspended or debarred from government
contracts. Management believes there are no claims, audits or investigations
currently pending against the company which will have a material adverse effect
on either the company's business or its financial condition.
The company's financial statements have been prepared on the basis of
conservative estimates, supported by outside legal counsel, of the revenue
expected to be recovered from the company's claims against the U.S. Government
arising out of the government's termination of contracts for its convenience
and certain contractual disputes. While management cannot reasonably estimate
the length of time that will be required to resolve its claims or whether they
will be resolved through negotiation or litigation, it believes their
resolution will not have a material adverse effect on the company's financial
statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule
Exhibit 99 - Form of Group Annuity Contract No. 13673 between
Metropolitan Life Insurance Company and First
Interstate Bank of California, as
Trustee of the Company's Savings Plan
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter ended
June 30, 1994.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROCKWELL INTERNATIONAL CORPORATION
(Registrant)
Date August 15, 1994 By L. J. Komatz
L. J. Komatz
Vice President and Controller
(Principal Accounting Officer)
Date August 15, 1994 By C. H. Harff
C. H. Harff
Senior Vice President,
General Counsel and Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
JUNE 30, 1994 CONSOLIDATED BALANCE SHEET, STATEMENT OF CONSOLIDATED INCOME
FOR THE NINE MONTHS ENDED JUNE 30, 1994 AND NOTES TO FINANCIAL STATEMENTS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> JUN-30-1994
<CASH> 586
<SECURITIES> 0
<RECEIVABLES> 2,235
<ALLOWANCES> 54
<INVENTORY> 1,560
<CURRENT-ASSETS> 4,954
<PP&E> 2,366
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,969
<CURRENT-LIABILITIES> 3,054
<BONDS> 846
<COMMON> 248
0
1
<OTHER-SE> 2,946
<TOTAL-LIABILITY-AND-EQUITY> 9,969
<SALES> 8,235
<TOTAL-REVENUES> 8,277
<CGS> 6,404
<TOTAL-COSTS> 7,422
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 75
<INCOME-PRETAX> 780
<INCOME-TAX> 311
<INCOME-CONTINUING> 469
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 469
<EPS-PRIMARY> 2.12
<EPS-DILUTED> 2.08
</TABLE>
EXHIBIT 99
Metropolitan Life Insurance Company
A Mutual Company Incorporated in New York State
One Madison Avenue, New York, New York 10010-3690
Contractholder
First Interstate Bank of California, its Successors or
Assigns, as Trustee of the Rockwell International Corporation Savings Plan
Group Annuity Contract No. Issue Date
13673 January 14, 1994
In Consideration of the Contractholder's payments under this Contract,
Metropolitan Life Insurance Company
("MetLife")
Agrees to make payments, and to pay annuities bought, under this Contract in
accordance with and subject to its terms.
Therefore, the Contractholder and MetLife execute this Contract in duplicate
to take effect as of the Issue Date.
First Interstate Bank of California Metropolitan Life Insurance Company
Nicholas D. Latrenta
Signature Vice-President and Secretary
Ted Athanassiades
Title President and
Chief Operating Officer
Witness
Registrar
Date Date
City and State City and State
ALTHOUGH THIS IS A PARTICIPATING CONTRACT, METLIFE DOES NOT
ANTICIPATE THAT THIS CONTRACT WILL BE ENTITLED TO ANY DIVIDEND. SEE SECTION 6.1.
Defined Contribution Plan Accumulation Contract
Nonparticipating Annuities<PAGE>
<PAGE>
Contents
Section Page
1. Introduction 2
2. Relation Between Plan and Contract
2.1 General Understanding 3
2.2 Changes in Plan's Terms and Operation; Competing Plan 4
3. Payments to Metlife
3.1 Payments for Addition to the Plan Reserve Account 9
3.2 Interest Rates 9
3.3 Payment of Expenses 9
3.4 Grace Period 10
4. Payments by Metlife
4.1 Reports of Plan Benefits and Transfers 11
4.2 Withdrawals from Plan Reserve Account 11
4.3 Application of the Plan Reserve Account Withdrawals 12
5. Annuities
5.1 Annuity Purchases 13
5.2 Stipulated Payments 13
5.3 Certificates 13
5.4 Misstatements 14
6. General Provisions
6.1 Participation; Dividends 15
6.2 Entire Contract 15
6.3 Assignment or Alienation 15
6.4 Liability for Payments 16
6.5 Communications; Payments 16
6.6 Information to be Furnished 16
6.7 Termination of Contract 16
7. Stipulated Payments 17
<PAGE>
<PAGE>
Section 1. Introduction
1.1 "Plan" means the Rockwell International Corporation Savings Plan.
The Contractholder has given MetLife a copy of the Plan as in effect on the
Issue Date. The Plan is mentioned for reference purposes only. MetLife is not a
party to the Plan.
1.2 "Plan Reserve Account" means the account MetLife will establish
under this Contract and to which it will add Contractholder payments of Plan
contributions.
1.3 "Qualified Plan" means a plan that meets the requirements for
qualification under Section 401 of the United States Internal Revenue Code or
that is a governmental plan, as defined in Section 414 (d) of such Code,
established by an employer for the exclusive benefit of its employees or their
beneficiaries and under which it is impossible before the satisfaction of all
liabilities with respect to such employees and their beneficiaries for any part
of the corpus or income to be diverted to purposes other than for their
exclusive benefit. The Contractholder represents that the Plan is a Qualified
Plan as of the Issue Date.
<PAGE>
<PAGE>
Section 2. Relation Between Plan and Contract
2.1 General Understanding
The Plan permits contributions made thereunder to be paid to an
insurance company under a contract of this type. However, the existence of this
Contract between the Contractholder and MetLife does not cause MetLife to be a
fiduciary of the Plan.
The Contractholder and MetLife agree as follows:
(1) As of the Issue Date of this Contract the Plan has certain
provisions and/or related administrative practices applicable to contributions
by and on behalf of participants, investment options available to Plan
participants, allocation of contributions (including loan repayments) among the
Plan's investment options, transfers of account balance amounts between
investment options and payments to participants or their beneficiaries because
of retirement, termination of employment, disability, death, loans or in-service
withdrawals. References in this Contract to the Plan's provisions mean, unless
MetLife agrees otherwise, such provisions and/or administrative practices as in
effect on the Issue Date.
As used in this Contract, "termination of employment" does
not include either (i) transfer or other change of employment from an employer
to a parent, subsidiary or any company under common ownership or control with
the employer, or (ii) any change of employers as the result of the spin-off,
sale or merger of any unit of the employer or Plan sponsor.
(2) Notwithstanding the provisions of Section 6.3 to the
contrary, the prohibition against assignment or alienation will not apply to a
qualified domestic relations order as defined in Section 414(p) of the United
States Internal Revenue Code and Section 206(d) of the Employee Retirement
Income Security Act.
(3) Participants will exercise their own independently determined
judgments, without influence or direction by the Contractholder, employer or
Plan sponsor, in regard to their actions under the Plan. Upon request by
MetLife, the Contractholder will furnish it with copies of communications to
participants concerning the Plan.
(4) In accordance with the Plan's accounting basis, any
withdrawal from the Plan's Guaranteed Return Fund made on account of a Plan
participant for whatever purpose will be made on a last-in, first-out basis from
the various funding vehicles of such Fund in which the participant's account
balance is held.
2.2 Changes in Plan's Terms and Operation; Competing Plan
The Contractholder agrees to furnish MetLife promptly with a copy
of each amendment to the Plan that takes effect after the Issue Date and to
notify MetLife promptly if the Plan is determined not to be a Qualified Plan.
<PAGE>
<PAGE>
Section 2.2 - Continued
If the Plan is amended so that its terms no longer conform to
those set out in Section 2.1, or if in practice the Plan is administered in a
manner that has the substantive effect of changing the Plan's terms or
administration from that set out in Section 2.1, or if any of the agreements
expressed in Section 2.1 or this Section 2.2 is breached, or if the
Contractholder has not made any payment specified in Section 3.1 by the end of
the Grace Period or any report specified in Section 4, or if the Plan is
determined not to be a Qualified Plan, MetLife will have the right as of the
effective date of such Plan amendment, administrative change or breach of
agreement, or as of the end of the Grace Period in which the Contractholder did
not make the required payment, or as of the date the Contractholder did not make
the required report or MetLife learns that the Plan is no longer a Qualified
Plan, to do any or all of the following:
(a) If the Plan is amended so that its terms no longer conform to those
set out in Section 2.1, or if in practice the Plan is administered in
a manner that has the substantive effect of changing the Plan's terms or
administration from that set out in Section 2.1, and MetLife determines that
such amendment or administrative change would adversely affect MetLife's
financial experience under this Contract, the following provisions will apply:
(i) If MetLife determines that such amendment or change would increase
the amount of payments MetLife would have to make under this Contract
or change the interval between such payments, MetLife will make only
the payments that MetLife determines would have been made if the
amendment or change had not been made.
(ii) If MetLife determines that such amendment or change would decrease the
amount of payments MetLife would have to make under this Contract or
change the interval between such payments, MetLife will determine the
additional amounts that it will withdraw from the Plan Reserve Account and
pay to the Contractholder so that the aggregate of all payments made
by MetLife under this Contract would be the same as the payments that would
have been made under this Contract had the amendment or change not been made.
(iii) If such amendment or change occurs before April 1, 1995 and MetLife
determines that such amendment or change would increase the amount of payments
to be paid to MetLife under this Contract or change the interval between such
payments, MetLife will not accept under this Contract any payment that in
MetLife's determination is attributable to the amendment or change nor will
the Contractholder be obligated to pay to MetLife under Section 3.1 the
amounts MetLife determines are attributable to such amendment or change.
<PAGE>
<PAGE>
Section 2.2 - Continued
(iv) If such amendment or change occurs before April 1, 1995 and MetLife
determines that such amendment or change would decrease the amounts paid
to MetLife under this Contract or change the interval between such payments,
MetLife will reduce the rate of interest it will thereafter credit on
amounts in the Plan Reserve Account to the extent necessary to compensate
MetLife for the loss or losses MetLife determines in connection with such
decreased amount of payments. In no event will any such reduction cause the
rate of return under Section 3.2 to be less than a rate, compounded daily,
equivalent to an effective annual rate of 3.00%.
(b) If the Contractholder has not made any payment specified in Section 3.1
by the end of the Grace Period or any report specified in Section 4,
or if the Plan is determined not to be a Qualified Plan, or if any of the
agreements expressed in Section 2.1 or this Section 2.2 is breached, and
MetLife determines that such event would adversely affect MetLife's
financial experience under this Contract, MetLife will have the right to
charge the Contractholder and, to the extent not paid by the
Contractholder, to withdraw from the Plan Reserve Account, the amount
necessary to compensate MetLife for the loss or losses MetLife in its
sole discretion determines in connection with an event described
in this item (b).
If MetLife exercises its rights under the foregoing items (a)
and (b) and within 90 days thereof the Contractholder and MetLife agree upon an
alternative arrangement, then MetLife will rescind its action or actions under
said items upon such agreement. No action by MetLife under said items (a) and
(b) will exceed that necessary to avoid an impairment of MetLife's financial
experience under this Contract. In any event MetLife will provide the
Contractholder with sufficient information to substantiate MetLife's action.
Notwithstanding the foregoing provisions of this Section 2.2,
MetLife will not exercise its rights under the second paragraph of this Section
2.2 if after the Issue Date of this Contract the Plan is amended to continue to
meet the requirements for qualification under Section 401 of the United States
Internal Revenue Code.
If under the Plan, the nature or length of maturity of
investments, or the operation of any investment option offered, changes
significantly from that in effect on the Issue Date in a manner that causes such
option to become competitive with the Plan's Guaranteed Return Fund, then
MetLife will have the right to deem such change to be a change in the Plan's
terms as contemplated by the second paragraph of this Section 2.2 and so permit
MetLife to exercise its rights under subitems (i) and (iv) of said second
paragraph.
<PAGE>
<PAGE>
Section 2.2 - Continued
If the Contractholder, employer or Plan sponsor establishes
another pension or profit sharing plan or program to which participants
contribute, or any plan or program to which participants contribute and which
contains a savings element, or amends an existing plan or program so that it
falls within the foregoing description, and if such plan or program is available
to participants eligible for the Plan, or if the employer agrees to make payroll
deductions for another plan or program (whether or not established by the
employer) as described in this paragraph on account of participants eligible for
the Plan, then MetLife will have the right to deem such action to be a change in
the Plan's terms as contemplated by the second paragraph of this Section 2.2 and
so permit MetLife to exercise its rights under item (a) of said second
paragraph.
If a spin-off, sale or merger of any unit of the employer or Plan
sponsor occurs, and if with respect to Plan participants employed by that unit
(i) such Plan participants become participants under a defined
contribution plan adopted by the successor employer (the "Successor
Plan"),
(ii) the Successor Plan provisions conform to those represented
to MetLife for the Plan pursuant to Section 2.1 of this Contract, and
(iii) the successor employer applies to MetLife for a guaranteed interest
contract issued in connection with the Successor Plan (the "Clone
Contract") to receive, at issue, designated amounts which had been
added to the Plan Reserve Account under this Contract,
then MetLife will, upon mutual agreement with the successor
employer, do the following:
(a) Issue the Clone Contract to the new contractholder in accordance
with MetLife's underwriting guidelines for contracts in the class
to which this Contract belongs.
(b) Amend this Contract to effect the withdrawal and transfer
to the Clone Contract of the portion of the Plan Reserve
Account attributable to Plan participants employed by the
successor employer.
(c) Assess a one-time expense charge in connection with the issuance
of the Clone Contract and the corresponding amendment of this
Contract.
However, if MetLife and the successor employer do not reach a
mutual agreement for the issuance of a Clone Contract, then MetLife will apply
the provisions of the next following paragraph separately to each business-
related event that would otherwise have resulted in the issuance of a Clone
Contract.
<PAGE>
<PAGE>
Section 2.2 - Continued
If a Plan or business-related event causes a group of
participants eligible on the Issue Date to be thereafter excluded from
eligibility, and if as a result of such exclusion withdrawals are to be made on
account of such participants, the Contractholder will (i) promptly advise
MetLife of any such event and (ii) as soon as practicable thereafter request
MetLife to withdraw from the Plan Reserve Account this Contract's share (see
Section 4.1) of the amounts needed to accommodate such event. The Contractholder
will identify to MetLife amounts to be withdrawn for each such event. MetLife
will determine the ratio of the amount of each such withdrawal to the amount in
the Plan Reserve Account as of the date prior to the day such withdrawal is to
be paid. So long as the sum of all such ratios attributable to all such events,
determined since the Issue Date, expressed as a percentage, does not exceed 5%,
MetLife will make application of such withdrawals in accordance with item (a) or
(b) of Section 4.3. If an event would cause the sum of these percentages to
exceed 5%, then MetLife will deem such event to be a change in the Plan's terms
as contemplated by the second paragraph of this Section 2.2 and so permit
MetLife to exercise its rights under subitems (i) and (iv) of said second
paragraph. This paragraph does not apply to events, such as layoffs and plant
closings, that result in bona fide termination of employment for participants.
If the Plan is extended to a group of participants not eligible
on the Issue Date, MetLife will not accept under this Contract any payment on
account of such group of participants, nor will the Contractholder be obligated
to pay to MetLife under Section 3.1 any payment on account of such group of
participants unless otherwise agreed upon by the Contractholder and MetLife.
<PAGE>
<PAGE>
Section 3. Payments to MetLife
3.1 Payments for Addition to the Plan Reserve Account
The Contractholder will pay to MetLife under this Contract the
following:
(a) One hundred percent of that portion of the maturing proceeds
payable to the Contractholder on March 31, 1994 that is directed by Plan
participants to be reinvested in the Plan's Guaranteed Return Fund.
(b) One hundred percent of the Net Allocations to the Plan's
Guaranteed Return Fund made during each month after March 31, 1994 and before
April 1, 1995. Such Net Allocations will be paid to MetLife promptly after the
date any such Allocation is made.
MetLife will add each such payment to the Plan Reserve
Account as of the date of MetLife's receipt of the payment.
As used in this Contract, the term Net Allocations means for
any month the excess, if any, of (1) the amounts allocated or transferred to the
Plan's Guaranteed Return Fund during that month, pursuant to the plan provisions
and administrative practices referred to in Section 2.1, over (2) the amounts
withdrawn or transferred from the Plan's Guaranteed Return Fund during that
month, pursuant to such provisions.
3.2 Interest Rates
MetLife will credit interest on amounts while in the Plan Reserve
Account. Interest will be credited from the date of addition up to, but not
including, the date of withdrawal from the Plan Reserve Account.
Any rate of interest specified in this Section 3.2 is subject to
reduction as provided in Section 2.2.
Such interest will be credited at a rate, compounded daily,
equivalent to an effective annual rate of 5.00% which will be the rate of return
under this Contract on amounts while in the Plan Reserve Account.
<PAGE>
<PAGE>
3.3 Payment of Expenses
The administrative expenses allocated to this Contract will be as follows:
MetLife will determine the administrative expense charges
allocated to this Contract if MetLife performs administrative services under
this Contract at the Contractholder's request that are not taken into account by
MetLife under this Contract. MetLife will notify the Contractholder after the
completion of such services of the amount of the expense charges due.
The Contractholder will, upon receipt of notice of the amount of
such expense charges, pay MetLife such amount. MetLife will not add any such
payment to the Plan Reserve Account. To the extent the Contractholder does not
pay all or any portion of such amount within the Grace Period, MetLife will have
the right to withdraw the unpaid amount from the Plan Reserve Account.
3.4 Grace Period
The Contractholder will have a Grace Period of 31 days within
which to pay MetLife any amount, except the first amount, payable under this
Contract.
<PAGE>
<PAGE>
Section 4. Payments by MetLife
4.1 Reports of Plan Benefits and Transfers
The Contractholder will promptly report to MetLife under this
Contract the following:
MetLife's share of each Withdrawal from the Plan's Guaranteed
Return Fund made during each month after March 31, 1994.
In such report, the Contractholder will also specify the
application of any such amount under Section 4.3.
As used in this Contract, the term Withdrawal means for any
month the amount withdrawn or transferred by or on account of a Plan participant
from the Plan's Guaranteed Return Fund, pursuant to the Plan provisions referred
to in Section 2.1, during that month.
MetLife's share of any Withdrawal will be the portion of such
Withdrawal, determined under the Plan's accounting basis referred to in Section
2.1(4), attributable to the portion of the Plan participant's account balance in
the Plan's Guaranteed Return Fund maintained under this Contract.
Any determination of MetLife's share will not be affected by
the bankruptcy, insolvency or other failure to act of any bank, insurance
company or other provider of a Guaranteed Return Fund funding vehicle.
4.2 Withdrawals from Plan Reserve Account
MetLife will withdraw from the Plan Reserve Account each amount
the Contractholder reports under Section 4.1.
MetLife will make each withdrawal from the Plan Reserve Account
under this Section 4.2 as of the date the Contractholder specifies in its report
under Section 4.1, except that MetLife will not make any withdrawal as of a date
before the date MetLife receives the Contractholder's report.
In addition to any withdrawal on account of a report under
Section 4.1, MetLife will withdraw the entire amount remaining in the Plan
Reserve Account on April 1, 1997.
If the date any withdrawal would otherwise be made is a day on
which MetLife, MetLife's bank or the payee is not open for business, such
withdrawal will be made on the next following date on which all such parties are
open for business.
In no event will any withdrawal from the Plan Reserve Account
exceed the total amount in the Plan Reserve Account.
<PAGE>
<PAGE>
4.3 Application of the Plan Reserve Account Withdrawals
MetLife will apply each amount withdrawn from the Plan Reserve
Account under Section 4.2 in one of, or a combination of, the following ways, as
the Contractholder specifies:
(a) To buy immediate annuities under this Contract on account of
persons entitled to Plan benefits.
(b) To provide a payment to the Contractholder or, upon agreement between
the Contractholder and MetLife, to a payee the Contractholder names.
If the amount withdrawn from the Plan Reserve Account under
Section 4.2 exhausts the Plan Reserve Account and if there are then any charges
under Section 3.3 not previously paid by the Contractholder, then
notwithstanding the first paragraph of this Section 4.3, MetLife will deduct
such charges from the amount withdrawn from the Plan Reserve Account before
making any application under the foregoing item (a) or (b).
<PAGE>
<PAGE>
Section 5. Annuities
5.1 Annuity Purchases
At the Contractholder's option, all or part of any amount payable
under Section 4 may be used to buy annuities under this Contract for persons
entitled to Plan benefits.
The Contractholder will report the following information to
MetLife for each person on whose account an annuity is to be bought under this
Contract.
(a) The date as of which payment of the annuity is to commence.
Such date will be the Annuity Commencement Date. The Annuity Commencement Date
may not be more than 60 days after the date of the Contractholder's report. If
MetLife receives the report less than 30 days before the date reported as the
Annuity Commencement Date, MetLife will have the right to make the Annuity
Commencement Date the first day of the month next following the date reported by
the Contractholder.
(b) The amount to be applied as a Stipulated Payment to buy the
annuity.
(c) The form of annuity to be bought.
(d) The name, sex, date of birth and any other relevant data for
each annuitant.
5.2 Stipulated Payments
Stipulated Payments are the amounts required to buy annuities
under this Contract. As of the Issue Date, the Stipulated Payments to buy
annuities are those set forth in Section 7. MetLife may change such Stipulated
Payments on the first anniversary of the Issue Date and at any time thereafter.
No such change will be made within one year of any previous change. MetLife will
give the Contractholder at least 90 days notice of any change in Stipulated
Payments.
5.3 Certificates
MetLife will issue to the Contractholder, for delivery to each
annuitant, a certificate outlining the benefits payable under the annuity.
Any certificate or certificate rider issued under this Contract
that contains MetLife's name in the space provided for execution thereof will be
considered as certified by MetLife as fully as if the signature of one of its
officers appeared in such space.
<PAGE>
<PAGE>
5.4 Misstatements *
If the age or sex or any other relevant fact relating to any
annuitant is found to be misstated, MetLife will not pay a greater amount of
annuity than that provided by the actual Stipulated Payment and the correct
information. Any overpayment or underpayment of an annuity will, together with
interest, be deducted from or added to, respectively, future annuity payments.
The interest rate will be that used to determine the Stipulated Payment.
* SEE ENDORSEMENT FORM G.7812-28<PAGE>
Section 6. General Provisions
6.1 Participation; Dividends
This Contract is a participating contract except that the
financial experience of annuities bought under this Contract will not be
considered in determining this Contract's financial experience. MetLife will
determine annually any dividend to which this Contract may be entitled. However,
in view of the manner in which MetLife determines the rates of interest credited
under this Contract on amounts in the Plan Reserve Account, MetLife does not
anticipate that this Contract will be entitled to any dividend. Any dividend
will be paid to the payee the Contractholder names.
6.2 Entire Contract
This Contract is the entire contract between the parties. The
Contractholder's statements will be deemed representations and not warranties.
No sales representative or other person, except an authorized officer of
MetLife, may make or change any contract or make any binding promises about any
contract on behalf of MetLife. Any amendment, modification or waiver of any
provision of this Contract will be in writing and may be made effective on
behalf of MetLife only by an authorized officer of MetLife.
It is intended that this Contract's provisions will be fairly
construed and applied in accordance with its terms, and will not be strictly
construed against either the Contractholder or MetLife.
6.3 Assignment or Alienation
No amounts payable under this Contract may be assigned or
encumbered and, to the extent permitted by law, no amount payable under this
Contract will be subject to legal process or attachment for payment of any claim
against any payee. This Contract may not be assigned to any person except the
Plan sponsor or a trustee of the Plan; however, if the Plan is consolidated or
merged with another plan or if the assets and liabilities of the Plan are
transferred to another plan, this Contract may be assigned to the plan sponsor
or trustee of such other plan.
6.4 Liability for Payments
MetLife has no obligation to inquire as to the authority of any
payee to receive any payments made under this Contract or to inquire into or see
to the payee's application of any amounts so paid.
<PAGE>
<PAGE>
6.5 Communications; Payments
All communications between the Contractholder and MetLife
provided for in this Contract will be in writing. For this purpose MetLife's
address is its Home Office at One Madison Avenue, New York, New York 10010-3690.
The Contractholder will state its address to MetLife. All payments to MetLife
under this Contract are payable at its Home Office. Any communication or payment
may be made for the Contractholder by a party or parties the Contractholder
names to act on its behalf.
MetLife will report to the Contractholder the amount in the Plan
Reserve Account. Such reports will be made monthly.
6.6 Information to be Furnished
The Contractholder will furnish all information and documents
that MetLife may reasonably require to determine its rights and duties under
this Contract and to otherwise administer this Contract in accordance with its
terms.
6.7 Termination of Contract
This Contract will cease upon Metlife's and the Contractholder's
fulfillment of all their duties and obligations hereunder.
<PAGE>
<PAGE>
Section 7. Stipulated Payments
The Stipulated Payment for an annuity is the amount from the
appropriate schedule below for each $1 of monthly annuity payment, plus $300 and
plus any applicable tax.
(A) Life Annuity Payable on the first day of each month from the
date of purchase to the first day of the month in which the annuitant dies.
Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
55 $212.44
60 188.22
65 162.33
Edition B
(Unisex)
(B) Joint and Survivor Annuity Payable on the first day of each
month from the date of purchase to the first day of the month in which the
second of the annuitants dies.
Annuitants' Exact Ages
Primary Survivor Amount per $1 Monthly
Annuitant Annuitant Annuity Payment
55 60 $239.73
60 65 216.25
65 65 201.68
Edition B
(Unisex)
On request MetLife will furnish values for ages and forms of
annuity not shown. Also, if at the time an annuity is bought MetLife makes it
available on more favorable values under contracts in the class to which this
Contract belongs, then such more favorable values will be applicable.
MetLife will calculate such values on the same actuarial basis
as that used to determine the values shown above.
<PAGE>
<PAGE>
Metropolitan Life Insurance Company
A Mutual Company Incorporated in New York State
One Madison Avenue, New York, New York 10010-3690
Group Annuity Contract No. 13673 issued to
First Interstate Bank of California, its Successors or Assigns,
as Trustee of the Rockwell International Corporation Savings Plan
is hereby endorsed as follows effective January 14, 1994:
Notwithstanding any provision of the Contract to the contrary, MetLife
will make no adjustment in an annuity on account of a misstatement of sex.
This endorsement is attached to and made part of the Contract.
Metropolitan Life Insurance Company
Nicholas D. Latrenta
Vice-President and Secretary Registrar
Date
City and State
