1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 1996
------------------------------
Commission file number 1-12383
------------------------
Rockwell International Corporation
- - ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 25-1797617
- - ------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2201 Seal Beach Boulevard, Seal Beach, California 90740-8250
- - ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (412) 565-4090
- - ------------------------------------------------------------------------------
(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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes __X__ No _____
189,643,864 shares of registrant's Common Stock, $1.00 par value, and
27,061,080 shares of registrant's Class A Common Stock, $1.00 par value, were
outstanding on January 31, 1997.
2
ROCKWELL INTERNATIONAL CORPORATION
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Page
No.
Condensed Consolidated Balance Sheet--
December 31, 1996 and September 30, 1996.......... 2
Statement of Consolidated Income--Three Months
Ended December 31, 1996 and 1995................... 3
Statement of Consolidated Cash Flows--
Three Months Ended December 31, 1996 and 1995...... 4
Notes to Financial Statements...................... 5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations.................................... 9
Other Financial Information...................... 11
Exhibit 11 - Computation of Earnings Per Share.............. 12
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings............................... 13
Item 4. Submission of Matters to a Vote of
Security Holders................................ 13
Item 5. Other Information............................... 14
Item 6. Exhibits and Reports on Form 8-K................ 14
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKWELL INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
December 31 September 30
1996 1996
----------- ------------
ASSETS (In millions)
Current assets:
Cash......................................... $ 853 $ 715
Receivables (less allowance for doubtful
accounts: December 31, 1996, $110;
September 30, 1996, $98)................... 1,633 1,661
Inventories.................................. 1,795 1,780
Deferred income taxes........................ 325 306
Other current assets......................... 360 336
Net assets of Graphic Systems................ - 560
------- -------
Total current assets................. 4,966 5,358
Net property.................................... 2,638 2,662
Intangible assets............................... 1,803 1,809
Other assets.................................... 268 236
------- -------
TOTAL.................. $ 9,675 $10,065
======= =======
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt.............................. $ 104 $ 350
Accounts payable............................. 1,027 1,220
Accrued compensation and benefits............ 450 508
Accrued income taxes......................... 233 154
Other current liabilities.................... 835 740
Net liabilities of A&D Business.............. - 1,309
------- -------
Total current liabilities............ 2,649 4,281
Long-term debt.................................. 163 161
Accrued retirement benefits..................... 1,104 1,096
Other liabilities............................... 282 271
------- -------
Total liabilities........... 4,198 5,809
------- -------
Shareowners' equity:
Common Stock
(shares issued: December 31, 1996, 191.8;
September 30, 1996, 209.5)............... 192 210
Class A Common Stock (shares issued:
December 31, 1996, 27.2;
September 30, 1996, 27.9)................. 27 28
Additional paid-in capital................... 855 199
Retained earnings............................ 4,564 4,466
Currency translation adjustments............. (101) (103)
Common Stock in treasury, at cost (shares held:
December 31, 1996, 1.0;
September 30, 1996, 18.9)................. (60) (544)
------- -------
Total shareowners' equity... 5,477 4,256
------- -------
TOTAL.................. $ 9,675 $10,065
======= =======
See Notes to Financial Statements.
-2-
4
ROCKWELL INTERNATIONAL CORPORATION
STATEMENT OF CONSOLIDATED INCOME
(Unaudited)
Three Months Ended
December 31
-------------------
1996 1995
------- -------
(In millions)
Revenues:
Sales.............................................. $ 2,608 $ 2,385
Other income....................................... 20 29
------- -------
Total revenues................................... 2,628 2,414
------- -------
Costs and expenses:
Cost of sales...................................... 1,943 1,810
Selling, general, and administrative............... 390 350
Interest........................................... 5 6
------- ------
Total costs and expenses......................... 2,338 2,166
------- ------
Income from continuing operations
before income taxes................................ 290 248
Provision for income taxes....................... 111 96
------- -------
INCOME FROM CONTINUING OPERATIONS.................... 179 152
Income from discontinued operations.............. - 40
------- -------
NET INCOME........................................... $ 179 $ 192
======= =======
(In dollars)
Earnings per share:
Continuing operations........................... $ .82 $ .70
Discontinued operations......................... - .19
------- -------
Net income...................................... $ .82 $ .89
======= =======
(In millions)
Average outstanding shares........................... 218.7 217.0
======= =======
See Notes to Financial Statements.
-3-
5
ROCKWELL INTERNATIONAL CORPORATION
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
Three Months Ended
December 31
------------------
1996 1995
------ ------
(In millions)
Continuing Operations:
Operating Activities
Income from continuing operations....................... $ 179 $ 152
Adjustments to income from continuing operations to
arrive at cash provided by operating activities:
Depreciation........................................ 120 89
Amortization of intangible assets................... 22 26
Deferred income taxes............................... 16 25
Pension expense, net of contributions............... 22 28
Changes in assets and liabilities, excluding effects
of acquisitions, divestitures and foreign currency
adjustments:
Receivables..................................... 24 (2)
Inventories..................................... (17) (67)
Accounts payable................................ (181) (162)
Accrued Income taxes............................ 54 83
Other assets and liabilities.................... (18) (135)
------- -------
Cash Provided by Operating Activities 221 37
------- -------
Investing Activities
Property additions...................................... (113) (126)
Acquisition of businesses (net of cash acquired)........ (14) -
Proceeds from disposition of property and businesses.... 559 8
------- -------
Cash Provided by (Used for) Investing
Activities................................. 432 (118)
------- -------
Financing Activities
(Decrease) increase in short-term borrowings............ (242) 41
Increase in long-term debt.............................. 2 -
Payments of long-term debt.............................. (1) (2)
------- -------
Net (decrease) increase in debt......................... (241) 39
Purchase of treasury stock.............................. (61) (18)
Dividends............................................... (63) (63)
Reissuance of common stock.............................. 14 9
------- -------
Cash Used for Financing Activities........... (351) (33)
------- -------
CASH PROVIDED BY (USED FOR) CONTINUING OPERATIONS....... 302 (114)
------- -------
Discontinued Operations:
Operating activities............................. (107) (32)
Investing activities............................. (9) (7)
Financing activities............................. (48) 21
------- -------
Cash Used for Discontinued Operations........ (164) (18)
------- -------
INCREASE (DECREASE) IN CASH............................. 138 (132)
CASH AT BEGINNING OF PERIOD............................. 715 686
------- -------
CASH AT END OF PERIOD................................... $ 853 $ 554
======= =======
Income tax payments were $28 million and $25 million in the three months ended
December 31, 1996 and 1995, respectively.
See Notes to Financial Statements.
-4-
6
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 on Form 10-K
for the fiscal year ended September 30, 1996. The results of operations for
the three-month period ended December 31, 1996 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. On December 6, 1996, the company completed the merger of its Aerospace and
Defense businesses (A&D Business) with The Boeing Company (Boeing) in a
tax-free transaction valued at approximately $3.2 billion, including the
assumption by Boeing of approximately $2.3 billion of liabilities,
principally debt. Boeing issued approximately $860 million of its stock in
exchange for the company's shareowners' interest in the A&D Business.
Immediately prior to the merger, the company transferred its Automation,
Avionics & Communications, Semiconductor Systems, and Automotive businesses
to a new company (New Rockwell), which has retained the Rockwell name, and
is reflected in the financial statements as the continuing operations of
Rockwell for all periods presented. On the effective date of the
transaction, shares of New Rockwell were distributed to the company's
shareowners on a one-for-one basis, all shares of Common Stock held in
treasury were canceled, and the net liabilities of the A&D Business of
approximately $1.1 billion were recorded as an increase to shareowners'
equity.
The revenues of the A&D Business for the first two months of fiscal year
1997 were $535 million and revenues for the first quarter of fiscal year
1996 were $677 million. The earnings of the A&D Business for 1997 were
entirely offset by expenses related to the completion of the transaction.
In October 1996, the company completed the sale of its Graphic Systems
business to Stonington Partners, Inc. for approximately $600 million. The
revenues of the Graphic Systems business were $115 million for the three
months ended December 31, 1995.
-5-
7
ROCKWELL INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
3. Inventories are summarized as follows (in millions):
December 31 September 30
1996 1996
----------- ------------
Finished goods............................. $ 498 $ 491
Work in process............................ 875 880
Raw materials, parts, and supplies......... 483 466
------- -------
Total.................................... 1,856 1,837
Less allowance to adjust the carrying value
of certain inventories to a last-in,
first-out (LIFO) basis................... 61 57
------- -------
Inventories................................ $ 1,795 $ 1,780
======= =======
4. Intangible assets are summarized as follows (in millions):
December 31 September 30
1996 1996
----------- ------------
Goodwill.................................. $ 1,304 $ 1,289
Trademarks, patents, product technology,
and other intangibles................... 499 520
------- -------
Intangible assets....................... $ 1,803 $ 1,809
======= =======
5. Short-term debt consisted of the following (in millions):
December 31 September 30
1996 1996
----------- ------------
Commercial paper......................... $ - $ 210
Short-term foreign bank borrowings,...... 88 123
Current portion of long-term debt........ 16 17
------- -------
Short-term debt......................... $ 104 $ 350
======= =======
6. Other current liabilities are summarized as follows (in millions):
December 31 September 30
1996 1996
----------- ------------
Accrued product warranties................. $ 200 $ 215
Contract reserves and advance payments..... 143 131
Accrued taxes other than income taxes...... 65 73
Other...................................... 427 321
------- -------
Other current liabilities................ $ 835 $ 740
======= =======
-6-
8
ROCKWELL INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
7. Long-term debt consisted of the following (in millions):
December 31 September 30
1996 1996
----------- ------------
6.8% notes, payable in 2003............... $ 139 $ 139
Other obligations, principally foreign.... 40 39
------- -------
Total................................... 179 178
Less current portion..................... 16 17
------- -------
Long-term debt......................... $ 163 $ 161
======= =======
8. The company's financial instruments include cash, short- and long-term
debt, and foreign currency forward exchange contracts. At December 31,
1996, the carrying values of the company's financial instruments
approximated their fair values based on current market prices and rates.
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 to protect itself from adverse currency
rate fluctuations on foreign currency commitments entered into in the
ordinary course of business. These commitments are generally for terms of
less than one year. The foreign currency forward exchange contracts are
executed with creditworthy banks and are denominated in currencies of major
industrial countries. The notional amount of outstanding foreign currency
forward exchange contracts aggregated $496 million at December 31, 1996 and
$919 million at September 30, 1996. The contracts outstanding at September
30, 1996 included contracts relating to the A&D and Graphic Systems
businesses. The company does not anticipate any material adverse effect on
its results of operations or financial position relating to these foreign
currency forward exchange contracts.
9. Accrued retirement benefits consisted of the following (in millions):
December 31 September 30
1996 1996
----------- ------------
Accrued retirement medical costs......... $1,009 $1,008
Accrued pension costs.................... 172 165
------ ------
Total.................................. 1,181 1,173
Amount classified as current liability... 77 77
------ ------
Accrued retirement benefits............ $1,104 $1,096
====== ======
-7-
9
ROCKWELL INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
10. Claims have been asserted against the company for utilizing the
intellectual property rights of others in certain of the company's
products. The resolution of these matters may result in the negotiation of
a license agreement, a settlement or the legal resolution of such claims.
The company accrues the estimated cost of disposition of these matters.
Management believes that the resolution of these matters will not have a
material adverse effect on the company's financial statements.
Various other 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, safety and
health, environmental, employment and government contract matters. The
company has agreed to indemnify Boeing and the A&D Business for certain
government contract and environmental matters related to operations of the
A&D Business for periods prior to the merger. 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.
-8-
10
ROCKWELL INTERNATIONAL CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
1997 First Quarter Compared to 1996 First Quarter
The contributions to sales and earnings by business segment for the continuing
operations of the company for the first quarter of fiscal 1997 and 1996 are
presented below (in millions).
Three Months Ended
December 31
-------------------
1996 1995
------ ------
Sales
Electronics
Automation $ 1,061 $ 980
Avionics & Communications 374 339
Semiconductor Systems 418 311
------- -------
Total Electronics 1,853 1,630
------- -------
Automotive
Heavy Vehicle Systems 412 431
Light Vehicle Systems 343 324
------- -------
Total Automotive 755 755
------- -------
Total $ 2,608 $ 2,385
======= =======
Operating Earnings
Electronics
Automation $ 131 $ 111
Avionics & Communications 59 41
Semiconductor Systems 81 80
------- -------
Total Electronics 271 232
Automotive 41 38
------- -------
Operating earnings 312 270
General corporate - net (17) (16)
Interest expense (5) (6)
Provision for income taxes (111) (96)
------- -------
Income from continuing operations $ 179 $ 152
======= =======
-9-
11
ROCKWELL INTERNATIONAL CORPORATION
RESULTS OF OPERATIONS (CONTINUED)
Sales for the 1997 first quarter were up nine percent from 1996's first
quarter. Current year first quarter increases were achieved by Automation,
Avionics & Communications, Semiconductor Systems, and Light Vehicle Systems;
while lower sales were recorded in the Heavy Vehicle Systems business. With the
sale of the A&D Business and the Graphic Systems business, Rockwell has emerged
as primarily a commercial electronics firm, with its Automation, Semiconductor
Systems and Avionics & Communications businesses accounting for 71% of sales.
Sales from Automotive account for the other 29%. International sales account
for approximately 43% of total sales.
Income from continuing operations for 1997's first quarter increased 18% over
1996's. Each of the four businesses posted first quarter earnings increases
with significant advances achieved by Automation and Avionics & Communications.
Electronics:
Electronics accounted for 87% of operating earnings in the first quarter of
1997. Avionics & Communications earnings increased 44% over last year's first
quarter as a result of higher sales, improved cost performance in defense
avionics, and the decision to exit several non-strategic product lines during
the prior year. Avionics & Communications margin increased from 12.1% in the
first quarter of 1996 to 15.8%, which the Company's management believes better
characterizes the earning power of this business. Automation earnings were up
18% over 1996's first quarter due to an eight percent increase in sales which
consisted primarily of higher margin products. Automation's first quarter
earnings as a percent of sales were 12.4% compared to 11.3% in last year's first
quarter. Semiconductor Systems profits were slightly ahead of last year's first
quarter with earnings on higher sales offsetting large investments in new
product development, particularly in new high-speed 56 kilobits-per-second
modem, wireless communications, and internet access products. Semiconductor
Systems earnings as a percent of sales were 19.4% compared to 25.7% in last
year's first quarter reflecting lower pricing for modem products and higher
costs related to new product development.
Automotive:
Automotive's earnings for the first quarter of 1997 were eight percent higher
than 1996's first quarter principally as a result of cost reduction programs in
the Heavy Vehicle Systems business and higher sales in the Light Vehicle
Systems business.
FINANCIAL CONDITION
The major source of cash for the first quarter of 1997 was from the sale of the
Graphic Systems business for approximately $600 million, consisting of $553
million in cash and $47 million in preferred stock. These proceeds are being
used to reduce short-term debt, fund the company's working capital needs and
repurchase Common Stock.
Following completion of the divestiture of the A&D Business, the company
initiated a $1 billion Common Stock repurchase program which is expected to be
substantially completed by the end of this fiscal year. Since the program was
announced, the company has purchased approximately one million shares of Common
Stock for approximately $60 million.
-10-
12
ROCKWELL INTERNATIONAL CORPORATION
FINANCIAL CONDITION (CONTINUED)
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 Environmental
Issues in Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations of the company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996. Management believes that at December 31,
1996 there has been no material change to this information. See also Item 1. of
Part II of this Quarterly Report on Form 10-Q.
Other Financial Information
(a) The composition of the company's sales by customer is as follows
(in millions):
Three Months Ended
December 31
---------------------------
1996 1995
------ ------
U.S. Commercial $1,349 $1,237
International 1,124 1,018
U.S. Government 135 130
------ ------
Total $2,608 $2,385
====== ======
-11-
13
EXHIBIT 11
ROCKWELL INTERNATIONAL CORPORATION
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended
December 31
--------------------
1996 1995
-------- --------
(In millions, except
per share amounts)
Primary earnings per share:
Income from continuing operations................... $178.9 $152.0
Deduct dividend requirements on preferred stock..... - .1
------ ------
Total primary earnings from continuing operations... $178.9 $151.9
====== ======
Average number of common shares outstanding
during the period................................. 218.7 217.0
====== ======
Primary earnings per share from
continuing operations............................. $ .82 $ .70
Primary earnings per share from
discontinued operations........................... - .19
------ ------
Net primary earnings per share ..................... $ .82 $ .89
====== ======
Fully diluted earnings per share:
Income from continuing operations................... $178.9 $152.0
====== ======
Average number of common shares outstanding
during the period assuming full dilution:
Common stock................................... 218.7 217.0
Assumed issuance of stock under award plans
and conversion of preferred stock............ 3.2 3.3
------ ------
Total fully diluted shares.......................... 221.9 220.3
====== ======
Fully diluted earnings from continuing operations... $ .81 $ .69
Fully diluted earnings per share
from discontinued operations...................... - .18
------ ------
Net fully diluted earnings per share................ $ .81 $ .87
====== ======
-12-
14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On September 27, 1995, Celeritas Technologies, Ltd. filed a suit against
the company in the United States District Court, Central District of
California, for patent infringement, misappropriation of trade secrets
and breach of contract relating to cellular telephone data transmission
technology utilized in certain modem products produced by Rockwell
Semiconductor Systems in 1995 and 1996. On December 20, 1996, a jury
verdict was entered against the company for $57 million on the
plaintiff's claims. On January 27, 1997, the court ruled that Rockwell's
infringement was willful, awarded Celeritas enhanced damages of $57
million and entered judgment against the company for $115 million plus
attorneys' fees. The company believes that the verdict and judgment are
in error and has filed a notice of appeal.
On August 7, 1996, the shareowner derivative suit filed on February 2,
1996 in the Superior Court of California for the County of Los Angeles
and disclosed in the company's quarterly report on Form 10-Q for the
period ended March 31, 1996 was dismissed voluntarily by the
plaintiffs. On August 22, 1996, a First Amended Consolidated Complaint
was filed in the shareowner derivative suit pending in the Superior
Court of California for the County of Orange and disclosed in the
company's quarterly report on Form 10-Q for the period ended December
31, 1995, adding the plaintiffs from the dismissed Los Angeles County
suit as party plaintiffs to the Orange County suit. The company and the
director defendants are defending the consolidated action, and the
parties are proceeding with discovery.
Item 4. Submission of Matters to a Vote of Security Holders
(a) A special meeting of shareowners of the former Rockwell
International Corporation ("Oldco") was held on December 4, 1996.
The Registrant is the successor to Oldco as the result of a
tax-free reorganization completed on December 6, 1996.
(b) At the special meeting, the shareowners:
(i) voted upon a proposal to approve (1) the contribution of
Oldco's Automation, Avionics & Communications, Semiconductor
Systems and Automotive businesses to Registrant or to one or
more wholly-owned subsidiaries of Oldco that became
wholly-owned operating subsidiaries of Registrant and (2) the
distribution of all outstanding shares of Registrant on a
share-for-share basis to holders of record of Oldco shares at
the close of business on December 6, 1996, pursuant to an
Agreement and Plan of Distribution described in Registrant's
Proxy Statement-Prospectus (the "Proxy Statement-Prospectus")
dated October 29, 1996 filed as part of Registrant's
Registration Statement on Form S-4 (Registration No.
333-14969). The proposal was approved by a vote of the
shareowners as follows:
-13-
15
PART II. OTHER INFORMATION (CONTINUED)
Item 4. Submission of Matters to a Vote of Security Holders (Continued)
Affirmative Votes 326,322,985
Negative Votes 6,530,698
Abstentions 3,099,691
(ii) voted upon a proposal to approve and adopt the Agreement and
Plan of Merger dated as of July 31, 1996 described in the
Proxy Statement-Prospectus, pursuant to which The Boeing
Company acquired Oldco's A&D Business. The proposal was
approved by a vote of the shareowners as follows:
Affirmative Votes 327,248,839
Negative Votes 6,076,362
Abstentions 2,628,173
Item 5. Other Information
Government Contracts
For information on the company's United States government contracting
business, certain risks of that business and claims related thereto, see
the information set forth under the caption "Government Contracts" in
Item 1, Business, on pages 4-5 of the company's Annual Report on Form
10-K for the fiscal year ended September 30, 1996, which is incorporated
herein by reference.
Cautionary Statement
This Quarterly Report on Form 10-Q contains statements relating to
future results of the company (including certain projections and
business trends) that are "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those projected as a result of certain risks
and uncertainties, including but not limited to changes in political
and economic conditions; domestic and foreign government spending,
budgetary and trade policies; demand for and market acceptance of new
and existing products; successful development of advanced technologies;
and competitive product and pricing pressures, as well as other risks
and uncertainties, including but not limited to those detailed from
time to time in the company's Securities and Exchange Commission
filings.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 10a - Agreement and Plan of Merger dated as of July 31,
1996 among Rockwell International Corporation (now
named Boeing North American, Inc.), The Boeing
Company and Boeing NA, Inc., included as Appendix
III to the Registrant's Proxy Statement - Prospectus,
dated October 29, 1996, filed as part of
Registrant's registration statement on Form S-4
(Registration No. 333-14969), is hereby
incorporated by reference.
-14-
16
PART II. OTHER INFORMATION (CONTINUED)
Item 6. Exhibits and Reports on Form 8-K (Continued)
Exhibit 10b - Agreement and Plan of Distribution dated as of
December 6, 1996, among Rockwell International
Corporation(now named Boeing North American, Inc.),
the Registrant (formerly named New Rockwell
International Corporation), Allen-Bradley Company,
Inc., Rockwell Collins, Inc., Rockwell Semiconductor
Systems, Inc., Rockwell Light Vehicle Systems, Inc.
and Rockwell Heavy Vehicle Systems, Inc.
Exhibit 10c - Post-Closing Covenants Agreement dated as of
December 6, 1996, among Rockwell International
Corporation (now named Boeing North American, Inc.),
The Boeing Company, Boeing NA, Inc. and the
Registrant (formerly named New Rockwell
International Corporation).
Exhibit 10d - Tax Allocation Agreement dated as of December 6,
1996, among Rockwell International Corporation (now
named Boeing North American, Inc.), the Registrant
(formerly named New Rockwell International
Corporation) and The Boeing Company.
Exhibit 10e - Form of Restricted Stock Agreement under the
Company's 1995 Long-Term Incentives Plan.
Exhibit 10f - Forms of Restricted Stock Agreement under the
Company's Directors Stock Plan.
Exhibit 11 - Computation of Earnings Per Share
Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges
for the Three Months Ended December 31, 1996.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K:
The Registrant filed a Current Report on Form 8-K dated December 9,
1996 in respect of the completion on December 6, 1996 of the
divestiture of its former A&D Business and the related
reorganization pursuant to which the Registrant succeeded to the
remaining businesses of its predecessor corporation.
-15-
17
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 February 12, 1997 By L. J. Komatz
------------------------ ------------------------------
L. J. Komatz
Vice President and Controller
(Principal Accounting Officer)
Date February 12, 1997 By W. J. Calise, Jr.
------------------------ ------------------------------
W. J. Calise, Jr.
Senior Vice President,
General Counsel and Secretary
-16-
18
ROCKWELL INTERNATIONAL CORPORATION
INDEX OF EXHIBITS TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996
Page
----
Exhibit 10b - Agreement and Plan of Distribution dated as of December 6, 18
1996, among Rockwell International Corporation (now named Boeing
North American, Inc.), the Registrant (formerly named New
Rockwell International Corporation), Allen-Bradley Company, Inc.,
Rockwell Collins, Inc., Rockwell Semiconductor Systems, Inc.,
Rockwell Light Vehicle Systems, Inc. and Rockwell Heavy Vehicle
Systems, Inc.
Exhibit 10c - Post-Closing Covenants Agreement dated as of December 6, 84
1996, among Rockwell International Corporation (now named Boeing
North American, Inc.), The Boeing Company, Boeing NA, Inc. and
the Registrant (formerly named New Rockwell International
Corporation).
Exhibit 10d - Tax Allocation Agreement dated as of December 6, 1996, 113
among Rockwell International Corporation (now named Boeing North
American, Inc.), the Registrant (formerly named New Rockwell
International Corporation) and The Boeing Company.
Exhibit 10e - Form of Restricted Stock Agreement under the Company's 1995 154
Long-Term Incentives Plan.
Exhibit 10f - Forms of Restricted Stock Agreement under the Company's 159
Directors Stock Plan.
Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges for the 167
Three Months Ended December 31, 1996
-17-