SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
TRANSITION REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period October 1, 1998 to December 31, 1998
ROCKWELL RETIREMENT SAVINGS PLAN
FOR CERTAIN EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
600 Anton Boulevard, Suite 700
Costa Mesa, California 92628-5090
ROCKWELL RETIREMENT SAVINGS PLAN
FOR CERTAIN EMPLOYEES
TABLE OF CONTENTS
PAGE NUMBER
-----------
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 AND SEPTEMBER 30, 1998 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE THREE MONTHS ENDED
DECEMBER 31, 1998 AND THE YEAR ENDED SEPTEMBER 30, 1998 3
NOTES TO FINANCIAL STATEMENTS 4 - 10
SUPPLEMENTAL SCHEDULES:
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
DECEMBER 31, 1998 11
SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS,
DECEMBER 31, 1998 12
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Rockwell Retirement Savings Plan for Certain Employees
and to Participants therein:
We have audited the accompanying financial statements of the Rockwell Retirement
Savings Plan for Certain Employees as of December 31, and September 30, 1998,
and for the three months and year then ended, respectively, listed in the Table
of Contents. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
and September 30, 1998, and the changes in net assets available for benefits for
the three months and year then ended, respectively, in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
listed in the Table of Contents are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
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. These supplemental schedules are the responsibility of the
Plan's management. Such supplemental schedules have been subjected to the
auditing procedures applied in our audit of the basic 1998 financial statements
and, in our opinion, are fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole, except that the
supplemental Schedule of Loans or Fixed Income Obligations does not include
certain information regarding participant loans.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 28, 1999
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
- ------------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31 AND SEPTEMBER 30, 1998
- -------------------------------------------------------------------------------
December 31 September 30
----------- ------------
ASSETS
- ------
Investments:
Master Defined Contribution Trust $9,340,542 $7,076,040
Loan fund 90,858 64,681
---------- ----------
Total investments 9,431,400 7,140,721
---------- ----------
Receivables - Income 26 20
---------- ----------
Total assets $9,431,426 $7,140,741
---------- ----------
LIABILITIES
- -----------
Transfer payable 2,784,988 -
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $6,646,438 $7,140,741
========== ==========
See notes to financial statements.
-2-
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
- ------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
THREE MONTHS ENDED DECEMBER 31, 1998 AND YEAR ENDED SEPTEMBER 30, 1998
- -------------------------------------------------------------------------------
December 31 September 30
----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $7,140,741 $5,105,746
---------- ----------
INCOME:
Earnings from Investments:
Net earnings (loss) in Master
Defined Contribution Trust 1,445,814 (787,603)
---------- ----------
Total earnings (loss) from investments 1,445,814 (787,603)
---------- ----------
Contributions:
Employer 89,868 457,798
Employee 852,241 2,580,736
---------- ----------
Total contributions 942,109 3,038,534
---------- ----------
Total income 2,387,923 2,250,931
---------- ----------
EXPENSES -
Payments to participants or beneficiaries 97,945 205,809
---------- ----------
NET INCOME 2,289,978 2,045,122
---------- ----------
Net transfers from the Plan (2,784,281) (10,127)
---------- ----------
NET (DECREASE) INCREASE (494,303) 2,034,995
---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $6,646,438 $7,140,741
========== ==========
See notes to financial statements.
-3-
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
- ------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED DECEMBER 31, 1998 AND THE YEAR ENDED SEPTEMBER 30, 1998
- ------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Rockwell Retirement Savings Plan for
Certain Employees (the "Plan"), as in effect on December 31, 1998, is
provided for general information purposes only. Participants should refer
to the Plan document for more complete information. See footnote 6 for a
description of certain events and Plan amendments subsequent to December
31, 1998.
a. General - The Plan is a defined contribution savings plan
established by Rockwell International Corporation (the "Company").
The Company's Employee Administrative Plan Committee, the Plan's
Administrative 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.
Participants in the Plan may invest in any of the following
investment funds:
- Diversified Fund - invests primarily in equity securities other
than those issued by the Company.
- Fixed Income Fund - invests in fixed income securities.
- 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.
- Intermediate Term Bond Fund - invests in U.S. Government
securities, corporate notes and bonds and short term investment
funds of the trustee.
- Stock Fund B (employee contributions) - invests in and holds the
common stock of the Company.
Other Funds of the Plan include:
- Stock Fund A (employer contributions) - invests in and holds the
common stock of the Company.
- Stock Funds C and D - hold the common stock of the Boeing Company
("Boeing"). See footnote 5.
- Stock Funds E and F - hold the common stock of Meritor Automotive,
Inc. ("Meritor"). See footnote 5.
- Stock Funds G and H - hold the common stock of Conexant Systems,
Inc. ("Conexant"). See footnote 5.
- Loan Fund - represents outstanding participant loan balances.
Stock Funds C, D, E, F, G and H 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 other funds are paid to Stock Fund A or the Fixed
Income Fund.
-4-
b. Participation - Participation in the Plan is extended to certain
employees within the Company's Collins Radio Division, certain
employees of the Company's Collins Air Transport Division and certain
employees of the Company's Semiconductor Systems business (See
footnote 5) who have been employed for 52 weeks. The Plan provides
that eligible employees electing to become participants can
contribute to the Plan, through either payroll deductions or
deferrals between 1% and 15% of their base compensation, as defined
in the Plan.
Amounts contributed by employees pursuant to payroll deductions are
included in the participants' taxable income in the period of the
contribution. Amounts contributed by employees pursuant to payroll
deferrals are excluded from the participants' taxable income until
such amounts are received by them as a distribution from the Plan.
The Plan provides that the Company, when extending the benefits of
the Plan to any employee of a component of the Company or an
affiliated company, may place such limitations as it deems
appropriate on the amount of compensation deferral contributions or
on compensation deduction contributions to comply with certain
statutory limitations.
A participant who elects compensation deduction contributions may,
upon 15 days notice, revoke such election and elect instead to make
compensation deferral contributions effective on the first payroll
payment date following the expiration of the notice period. A
participant who has elected compensation deferral contributions may,
by giving notice to the Company prior to April 1 or October 1 of any
year, revoke such election and elect instead compensation deduction
contributions effective the first payroll payment date in April or
October of that year, respectively.
c. Investment Elections - A participant may elect to have participant
contributions made to the Diversified Fund, the Fixed Income Fund,
Stock Fund B, the Guaranteed Return Fund or the Intermediate Term
Bond Fund in increments of 5%. Participants may change such
investment elections once each calendar quarter.
A participant may elect once each calendar quarter to have 5%
increments of his or her investment in the Diversified Fund, Fixed
Income Fund, Stock Fund B or the Intermediate Term Bond Fund
converted to units in any fund other than the Guaranteed Return Fund.
The value of such units will be determined as of the first valuation
date following such election. Such election shall have no effect on
any other election offered under the Plan.
Participants may elect quarterly to transfer a percentage of their
Stock Fund B account to the Diversified Fund, Fixed Income Fund, or
the Intermediate Term Bond Fund. The allowable annual transfer is
limited to 10% of the Stock Fund B account prior to reaching age 55,
and 50% of the Stock Fund B account thereafter.
A participant, upon attainment of age 65, may irrevocably elect to
have (i) all or a portion of the units in Stock Fund A and/or (ii)
all or a portion of the units in Stock Fund B converted to units in
any fund other than the Guaranteed Return Fund. The value of such
units will be determined on the first valuation date following such
election. All subsequent Company contributions made to such
participant's Company contributions account would be invested in the
same funds in which the participant elected to invest contributions.
-5-
Participants' contributions to the Guaranteed Return Fund are
invested in contracts with New York Life Insurance Company, John
Hancock Mutual Life Insurance Company and the Prudential Insurance
Company of America with a guaranteed annual return to participants
for the contract period. The contracts guarantee the following annual
returns:
Guaranteed Contract
Periods of Contributions Annual Return Expiration Date
------------------------ ------------- ---------------
April 1, 1995 - March 31, 1996 8.00% March 31, 1998
April 1, 1996 - March 31, 1997 5.49% March 31, 1999
April 1, 1997 - March 31, 1998 6.70% March 31, 2000
April 1, 1998 - March 31, 1999 5.82% March 31, 2001
A participant with units in the Guaranteed Return Fund may
irrevocably elect, by providing a notice at least 30 days prior to
the contract expiration date, to convert his or her interest in such
contract, in 5% increments, to the Diversified Fund, Stock Fund B,
the Intermediate Term Bond Fund, the Fixed Income Fund and/or the
current Guaranteed Return Fund. Such conversion will be based on the
value of units in Stock Fund B as of the date of such expiration, or
the valuation date immediately preceding the transfer of funds,
whichever is later.
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 every business day. However, voting
rights are extended to participants in proportion to their interest
in the common stock held in Stock Funds A and B, as represented by
common units. Contributions to and withdrawal payments from each fund
are converted to units by dividing the amounts of such transactions
by the unit value as last determined. The participants' accounts
are charged or credited with the number of units properly
attributable to each participant.
e. Contributions - The Company contributes (for facilities to which
company contributions have been extended) to the Plan an amount equal
to 100% of the participants' contributions up to a maximum of $500
per year. Company contributions are made to Stock Fund A in the form
of cash, common stock of the Company or any combination thereof.
f. Vesting - Amounts contributed by participants are fully vested at all
times. A participant is 100% vested in the Company contribution
portion of his/her accounts after completion of five years of
service. Amounts contributed through compensation deduction
contributions may be distributed at any time. However, amounts
contributed through compensation deferral contributions may be
distributed to participants only (i) upon termination of employment,
(ii) upon attaining the age of 59 1/2 or (iii) upon demonstration by
the participant to the Administrative Committee that there is
hardship as defined in the Plan.
Units attributable to Company contributions vest when a participant
has completed five years of continuous service, except that all units
fully vest upon termination of the Plan or upon a participant's (i)
retirement, (ii) death, (iii) layoff, (iv) termination of employment
because of inability to meet Company medical standards, (v)
termination of employment in order to enter the Armed Forces of the
United States or to accept employment with the Government of the
United States, (vi) termination of employment in connection with the
divestiture of a component of the Company or (vii) reaching age 65
while employed.
-6-
g. Benefit Claims Payable - Retiring participants, who have account
balances in excess of $5,000, may elect to remain in the Plan without
any further contribution until age 70 1/2. Those retiring
participants, who have account balances less than $5,000 will receive
their benefits no later than 60 days after the end of the Plan year
in which such retirement occurs. Terminated participants will receive
their vested benefits no later than 60 days after the end of the plan
year in which such termination occurs. Participants separating from
service who have not attained the age of 70 1/2 and who have an
account balance greater than $5,000 must provide written consent to
the Plan Administrator in order to receive their distribution before
reaching age 70 1/2. Effective October 1, 1997, the Plan changed to
daily processing of all transactions. As a result, at December 31,
and September 30, 1998, there were no amounts due to participants who
had withdrawn from the Plan.
h. Forfeitures - When certain terminations of participation in the Plan
occur, the nonvested portion of a participant's account, as defined
by the Plan, represents a potential forfeiture. Such forfeitures
reduce subsequent Company contributions to the Plan. However, if upon
reemployment, the former participant fulfills certain requirements,
as defined in the Plan, the previously forfeited nonvested portion of
the participant's account will be restored through Company
contributions.
i. Loans to Participants - The Plan provides for loans to participants.
The participant may apply for and obtain a loan in an amount as
defined in the Plan (not less than $1,000 and not greater than
$50,000 or 50% of his or her vested account balance) from his or her
account balance. The loans can be repaid through payroll deductions
over a period of 12 to 60 months or for a period up to 120 months for
the purchase of a primary residence, or they can be repaid in full at
any time that is at least 12 months following the date of the loan.
Interest is charged at a rate equal to the prime rate being charged
by at least 75% of the largest 30 United States banks plus one
percent. Payments of principal and interest are credited to the
participant's account. Also, participants may have only one
outstanding loan at a time.
j. Plan Termination - The Company has the right to suspend contributions
contributions to the Plan or to terminate or modify the Plan from
time to time. In the event that the Plan is terminated or
contributions by the Company are discontinued, each participant's
Company contributions account will be fully vested. Benefits under
the Plan will be provided solely from the Plan assets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Valuation of Investments - Investment in the Master Defined
Contribution Trust is stated at fair value. See footnote 3.
b. Expenses - Plan expenses are paid either by the Company or the Plan,
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.
-7-
3. MASTER DEFINED CONTRIBUTION TRUST
At December 31, and September 30, 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 the Company 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 footnote 1. The net gain 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 Master Trust investments are valued at fair value.
The net assets of the Master Trust at December 31, and September 30, 1998
are summarized as follows:
December 31 September 30
----------- ------------
Assets:
Cash and equivalents $ 74,351,351 $ 71,023,916
U.S. Government securities 20,395,583 23,916,935
Corporate bonds and debentures 135,081,333 129,644,537
Corporate stocks 2,852,241,039 2,245,643,131
Guaranteed investment contracts 406,115,361 405,234,445
Accrued income 4,125,316 4,029,010
-------------- --------------
Total assets $3,492,309,983 $2,879,491,974
-------------- --------------
Liabilities -
Sales pending settlement - 90,419
-------------- --------------
Net assets available for benefits $3,492,309,983 $2,879,401,555
============== ==============
The net (loss) earnings of the Master Trust for the three months ended
December 31, 1998 and the year ended September 30, 1998 is summarized as
follows:
December 31 September 30
----------- ------------
Interest $ 9,077,572 $ 40,204,080
Dividends 14,634,976 59,153,610
Net (depreciation) appreciation:
U.S. Government securities (359,299) 890,243
Corporate bonds and debentures (478,179) (532,338)
Common and preferred stocks 631,683,979 (914,465,881)
------------- --------------
Net (loss) earnings $ 654,559,049 $ (814,750,286)
============= ==============
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, and
September 30, 1998. While the Plan participates in the Master Trust, the
portfolio of investments is not ratable between the various participating
plans. As a result, those plans with smaller participation in the common
stock funds recognized less net depreciation in 1998 and 1997.
-8-
4. TAX STATUS
The Company believes that the Plan, as in effect on December 31, 1998, 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,
1998. Therefore, no provision for income taxes is included in the Plan's
financial statements.
5. CHANGES IN THE PLAN
On September 30, 1997, the Company spun-off its Automotive business into
an independent, publicly held company, Meritor Automotive, Inc.
("Meritor") and distributed all of the outstanding shares of common stock
of Meritor to holders of Company Common Stock. As a result of this
transactions, participants of the Plan received one share of Meritor
Common Stock for every three shares of Company Common Stock which they
held as of the transaction date. Also effective September 30, 1997,
Meritor Stock Funds E and F consisting of Meritor Common Stock, have been
added to the Plan.
Effective January 1, 1998 participants may elect to transfer all or a
portion of their account balances in Boeing Stock Fund C and Stock Fund D
to other investment funds within the Plan. Special rules apply on which
funds are available for transfer.
On December 31, 1998, the Company 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 Company common stock. As a result of this
distribution, the Plan received one share of Conexant common stock for
every two shares of Company common stock held by Stock Funds A and B as of
the distribution date. The Conexant shares were received on January 4,
1999 by Conexant 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
Conexant 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 Conexant Stock Fund G and Stock Fund H to other investment
funds within this Plan. Special rules apply on which funds are available
for transfer.
Participants should refer to the Plan document for more complete
information regarding changes in the Plan.
6. SUBSEQUENT EVENTS
Effective January 1, 1999, the Plan changed its year end from September 30
to December 31.
-9-
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 the Company's Collins Radio Division will
remain in the Plan as the sole participant group.
In January 1999, the Company approved a series of changes to the Plan that
became effective on April 1, 1999. These changes include increasing to 16
percent the percentage of employee compensation eligible to be contributed
to the Plan, increasing the investment opportunities 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 Summary
Plan Descriptions for more information on these changes.
-10-
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
- ------------------------------------------------------
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- -----------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Description of investment
Identity of issuer, including collateral, rate
borrower, lessor of interest, maturity date, Current
or similar party par or maturity value Cost Value
---------------- --------------------------- ---- -------
* Wells Fargo, N.A. Master Defined Contribution
Trust $7,836,335 $9,340,542
* Wells Fargo, N.A. Participant Loans; 7% to 11.5%
due 12 to 120 months from
date of loan 90,858 90,858
---------- ----------
Total Investments $7,927,193 $9,431,400
========== ==========
*Party-in-interest
-11-
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
DECEMBER 31, 1998
Schedule 27b - Schedule of Loans or Fixed Income Obligations
g) Detailed
Description
of Loan,
Including
Dates of
Making and
Maturity,
Interest
Rate, Type
and Value of
Collateral,
Amount Received During Reporting Year Description Amount Overdue
------------------------------------- and Terms of --------------
Renegotiation
b) Identity and c) Original f) Unpaid of Loan, if
Address of Amount of Balance at any, and Other
a) Obligor Loan d) Principal e) Interest End of Year Material Items h) Principal i) Interest
- ----- --------------- ------------ ------------ ----------- -------------- ----------------- ------------ -----------
* Various Not Not Not Not Various $11 Not
Participants available* available* available* available* Participant available*
Loans
<FN>
Not available*: The Plan's recordkeeper indicated that this information is not currently available.
Note: The participant loans included in this schedule are over 90 days past due. Each identified participant has been notified
that this past due status, if not corrected by bringing the loan to a current status within 60 days, will result in the loan
being defaulted and the loan amount being found to be taxable as a deemed distribution.
</FN>
-12-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this transition report to be signed by the
undersigned, hereunto duly authorized.
ROCKWELL RETIREMENT SAVINGS PLAN
FOR CERTAIN EMPLOYEES
By /s/ Alfred J. Spigarelli
------------------------------
Alfred J. Spigarelli
Plan Administrator
Date: June 29, 1999
S-1
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in Registration Statement No.
333-17031 of Rockwell International Corporation on Form S-8, and the Prospectus
dated March 10, 1999 with respect to the Securities covered thereby, of our
report dated June 28, 1999, appearing in this Transition Report on Form 11-K of
the Rockwell Retirement Savings Plan for Certain Employees for the three months
ended December 31, 1998.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
June 29, 1999
S-2