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: <TABLE> <CAPTION> Page No. <S> <C> 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 </TABLE>
3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ROCKWELL INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) <TABLE> <CAPTION> December 31 September 30 1996 1996 ----------- ------------ ASSETS (In millions) <S> <C> <C> 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 ======= ======= </TABLE> See Notes to Financial Statements. -2-
4 ROCKWELL INTERNATIONAL CORPORATION STATEMENT OF CONSOLIDATED INCOME (Unaudited) <TABLE> <CAPTION> Three Months Ended December 31 ------------------- 1996 1995 ------- ------- (In millions) <S> <C> <C> 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 ======= ======= </TABLE> See Notes to Financial Statements. -3-
5 ROCKWELL INTERNATIONAL CORPORATION STATEMENT OF CONSOLIDATED CASH FLOWS (Unaudited) <TABLE> <CAPTION> Three Months Ended December 31 ------------------ 1996 1995 ------ ------ (In millions) <S> <C> <C> 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 ======= ======= </TABLE> 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): <TABLE> <CAPTION> December 31 September 30 1996 1996 ----------- ------------ <S> <C> <C> 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 ======= ======= </TABLE> 4. Intangible assets are summarized as follows (in millions): <TABLE> <CAPTION> December 31 September 30 1996 1996 ----------- ------------ <S> <C> <C> Goodwill.................................. $ 1,304 $ 1,289 Trademarks, patents, product technology, and other intangibles................... 499 520 ------- ------- Intangible assets....................... $ 1,803 $ 1,809 ======= ======= </TABLE> 5. Short-term debt consisted of the following (in millions): <TABLE> <CAPTION> December 31 September 30 1996 1996 ----------- ------------ <S> <C> <C> Commercial paper......................... $ - $ 210 Short-term foreign bank borrowings,...... 88 123 Current portion of long-term debt........ 16 17 ------- ------- Short-term debt......................... $ 104 $ 350 ======= ======= </TABLE> 6. Other current liabilities are summarized as follows (in millions): <TABLE> <CAPTION> December 31 September 30 1996 1996 ----------- ------------ <S> <C> <C> 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 ======= ======= </TABLE> -6-
8 ROCKWELL INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) 7. Long-term debt consisted of the following (in millions): <TABLE> <CAPTION> December 31 September 30 1996 1996 ----------- ------------ <S> <C> <C> 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 ======= ======= </TABLE> 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): <TABLE> <CAPTION> December 31 September 30 1996 1996 ----------- ------------ <S> <C> <C> 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 ====== ====== </TABLE> -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). <TABLE> <CAPTION> Three Months Ended December 31 ------------------- 1996 1995 ------ ------ <S> <C> <C> 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 ======= ======= </TABLE> -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): <TABLE> <CAPTION> Three Months Ended December 31 --------------------------- 1996 1995 ------ ------ <S> <C> <C> U.S. Commercial $1,349 $1,237 International 1,124 1,018 U.S. Government 135 130 ------ ------ Total $2,608 $2,385 ====== ====== </TABLE> -11-
13 EXHIBIT 11 ROCKWELL INTERNATIONAL CORPORATION COMPUTATION OF EARNINGS PER SHARE <TABLE> <CAPTION> Three Months Ended December 31 -------------------- 1996 1995 -------- -------- (In millions, except per share amounts) <S> <C> <C> 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 ====== ====== </TABLE> -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 <TABLE> <CAPTION> Page ---- <S> <C> <C> 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 </TABLE> -17-