-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QP2EUSF6MWBwlTTEGbAYGJqpqd3xyaWRosrQV1bnmjh5jPgseMg420f08+dYXKRV R/xVIhsmOXFVw6fw7hKFqQ== 0000893838-98-000013.txt : 19980121 0000893838-98-000013.hdr.sgml : 19980121 ACCESSION NUMBER: 0000893838-98-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980120 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0001024478 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 251797617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12383 FILM NUMBER: 98509291 BUSINESS ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740-8250 BUSINESS PHONE: 4125654090 MAIL ADDRESS: STREET 1: 2201 SEAL BEACH BLVD CITY: SEAL BEACH STATE: CA ZIP: 90740-8250 FORMER COMPANY: FORMER CONFORMED NAME: NEW ROCKWELL INTERNATIONAL CORP DATE OF NAME CHANGE: 19961009 8-K 1 FORM 8-K =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 1998 (January 20, 1998) ROCKWELL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12383 25-1797617 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 600 Anton Boulevard, Suite 700, Costa Mesa, California 92626-7147 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (714) 424-4565 (Former name or former address, if changed since last report) =============================================================================== INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. Registrant's press release dated January 20, 1998 is filed herewith as Exhibit 20 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 20. Press release of Registrant dated January 20, 1998. (Page 2 of 4 Pages) SIGNATURE 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) By /s/ William J. Calise, Jr. ------------------------------- William J. Calise, Jr. Senior Vice President, General Counsel and Secretary Dated: January 20, 1998 (Page 3 of 4 Pages) EXHIBIT INDEX Sequentially Exhibit Numbered Number Description Page - ------- ----------- ------------ 20. Press release of Registrant dated January 20, 1998. (Page 4 of 4 Pages) EX-20 2 Exhibit 20 [LETTERHEAD OF ROCKWELL INTERNATIONAL CORPORATION] Contact: Terry Francisco (714) 424-4546 thfrancisco@corp.rockwell.com Rockwell Reports Higher First Quarter Earnings Per Share - -------------------------------------------------------- COSTA MESA, Calif. (Jan. 20, 1998) -- Rockwell International Corporation (NYSE:ROK) today reported fiscal 1998 first quarter earnings of 74 cents per share, before a special charge related to its Hughes-Avicom acquisition, an increase of six percent over comparable 1997 first quarter earnings of 70 cents per share. Income for the 1998 first quarter before the special charge was $152 million compared to $154 million for 1997. First quarter sales of approximately $2.0 billion were up seven percent from last year's first quarter. First quarter 1998 earnings per share were higher due to the company's stock repurchase program. Don H. Davis, president and chief executive officer, said, "Continued strong performances by our Automation and Avionics & Communications businesses in the quarter offset lower Semiconductor Systems earnings. Our Automation business continued to increase its global market share with higher unit volume in Europe compared to 1997's first quarter as well as a nine percent sales increase in North America. Avionics & Communications is capitalizing on the strong commercial air transport market for both new aircraft production and existing fleet upgrades." Davis added, "Notwithstanding the uncertain business outlook in Asian markets during the coming months, we remain confident that with continued favorable economic conditions in North America and Europe, we will achieve higher sales and earnings in 1998 at both Automation and Avionics & Communications. These leadership electronics businesses continue to capitalize on strong domestic markets and ongoing productivity improvement initiatives." Davis continued, "We expect steadily improving performance at Semiconductor Systems driven by sales growth in our non-modem businesses, particularly the wireless communication and digital infotainment product lines, and increased - 1 - sales of our K56flex modems resulting from the expected endorsement later this month by the International Telecommunications Union of the recently proposed worldwide standard for 56Kbps products." Following is a discussion of sales and earnings for each of Rockwell's businesses during the first quarter: - Automation earnings increased ten percent in the first quarter of 1998 to $144 million from $131 million in 1997's first quarter. Automation's higher earnings in 1998 are primarily attributable to increased volume in the United States where sales were up nine percent over the comparable period in 1997. Automation's first quarter earnings as a percent of sales increased to 12.6 percent from 12.3 percent in last year's first quarter. - Avionics & Communications achieved a 25 percent increase in operating earnings to $74 million from $59 million in 1997's first quarter. Sales were up 14 percent to $426 million from $374 million in last year's first quarter primarily due to a sales increase of over 40 percent at our air transport business in the first quarter of 1998. Earnings as a percent of sales increased to 17.4 percent from 15.8 percent in the first quarter of 1997. - Semiconductor Systems earnings for the first quarter of 1998 were 47 percent lower than 1997's first quarter on approximately the same sales. Semiconductor Systems achieved unit volume increases in both modem and non-modem products and reduced manufacturing costs in the first quarter of 1998; however, as expected, results were below 1997's first quarter due to lower pricing on the V.34 modem product, slower ramp-up of the new K56flex modem related to a delay in reaching a standards agreement, and continuing major investments in new non-modem product lines. Earnings as a percent of sales for the 1998 first quarter were 10.4 percent compared to 19.4 percent for the first quarter of 1997 but up from 9.2 percent in the fourth quarter of 1997. - 2 - The 1998 first quarter after tax special charge of $63 million, or 31 cents per share, relates to the write-off of purchased research and development in connection with the December 1997 acquisition of the In-Flight Entertainment (IFE) business of Hughes-Avicom International, Inc., a leading supplier of airborne interactive IFE systems. Including this charge, net income for the first quarter of 1998 was $89 million, or 43 cents per share. Net income for the first quarter of 1997, including discontinued operations, totaled $179 million, or 82 cents per share. Following are first quarter highlights: - Rockwell Automation's sixth annual Automation Fair attracted a record 9,540 customers from 48 states and 23 countries to Nashville, Tenn., in November. The event, which has become one of the premier trade shows for automation solutions, drew 97 customer exhibitors, occupying 270,000 square feet of floor space. Automation Fair provides Rockwell with the opportunity to showcase the solutions it provides its customers, who represent a wide range of industries and applications. - Rockwell completed its acquisition of the In-Flight Entertainment (IFE) business of Hughes-Avicom International, Inc. in December. The acquisition is a major market expansion for Rockwell and represents a logical extension of its core avionics business into a related area with significant potential for growth. It is also an example of Rockwell's continuing efforts to broaden the capabilities of its avionics business to better address the growing market for aviation electronics systems beyond the flight deck. - Rockwell supports the declaration of consensus achieved in December by the International Telecommunications Union (ITU) committee for 56Kbps modem technology. After more than a year, the modem industry has resolved key technical issues that should lead to the availability of industry-standard 56Kbps modems during 1998. While a few minor issues still must be resolved at the next ITU committee meeting in Geneva later this month, the majority of the task has been completed. Third-party research shows that K56flex is supported by more than 1,700 Internet Service Providers (ISPs) at 6,000 points of presence worldwide, and new K56flex ISP modem ports are being shipped to ISP equipment makers each day at a rate twice that of the competitor's x2 port shipments. - American Airlines selected Rockwell Collins as the primary avionics supplier for its fleet of new Boeing aircraft in a $200 million agreement for maintenance and logistics support over a 10-year period. - Delta Air Lines will equip its newest Boeing 737, 767 and 777 airliners with Collins advanced communication, navigation and surveillance systems. Delta will install the Collins equipment on a total of 106 aircraft, with first deliveries from Boeing scheduled to begin this year and continue through 2006. - 3 - - Rockwell Automation's Reliance Electric new IQ PreAlert product has been recognized as a technology leader by several top industry publications, including Industry Week, Design News and Plant Engineering, in year-end product and technology overviews. The IQ PreAlert uses micro-electro-mechanical sensors to continually monitor motor operation and protect customers' capital investments. - Northern Telecom (Nortel) and Rockwell Semiconductor Systems announced an agreement in which they will work together to enable modems using Rockwell's Consumer Digital Subscriber Line (CDSL) chipset to interwork with Nortel's 1-Meg Modem network equipment, resulting in a high-speed Internet access solution for the mass market in 1998. The Nortel/Rockwell low-cost solution is 17 times faster than the fastest analog modem and is easy to deploy in today's telephone network. - Rockwell Semiconductor Systems announced the first in a planned family of cable modem chipsets that will enable Internet connections and other data services up to 700 times faster than conventional analog modems. With its entry into the cable modem market, Rockwell has now established leadership positions across all of the industry's top next-generation modem initiatives including 56Kbps analog modems, Digital Subscriber Line (DSL) modems and high-speed cable modems. Rockwell is a global electronic controls and communications company with leadership positions in industrial automation, avionics and communications, and semiconductor systems with fiscal 1997 sales of approximately $8 billion and 45,000 employees. Rockwell's world headquarters is located in Costa Mesa in Orange County, Calif. # # # This news release contains statements relating to future results 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 those detailed from time to time in the Company's Securities and Exchange Commission filings. - 4 - ROCKWELL INTERNATIONAL CORPORATION SALES AND EARNINGS INFORMATION (in millions, except per share amounts) Quarter Ended December 31 ---------------------------- 1997 1996 ------------- ------------- Sales Automation $ 1,139 $ 1,061 Avionics & Communications 426 374 Semiconductor Systems 414 418 --------- --------- Sales $ 1,979 $ 1,853 ========= ======== Operating Earnings Automation $ 144 $ 131 Avionics & Communications 74 59 Semiconductor Systems 43 81 Purchased Research & Development (1) (103) - --------- --------- Operating Earnings 158 271 General Corporate - Net 15 21 Interest Expense 4 4 Provision for Income Taxes 50 92 --------- --------- Income from Continuing Operations 89 154 Income from Discontinued Operations - Automotive - 25 --------- --------- Net Income $ 89 $ 179 ========= ========= Basic Earnings per Share: Continuing Operations Before Purchased Research & Development $ .74 $ .70 Purchased Research & Development (.31) - --------- --------- Continuing Operations .43 .70 Discontinued Operations - Automotive - .12 --------- --------- Net Income $ .43 $ .82 ========= ========= Diluted Earnings Per Share: Continuing Operations $ .43 $ .69 Discontinued Operations - Automotive - .12 --------- --------- Net Income $ .43 $ .81 ========= ========= Average Outstanding Shares Basic 204.8 218.7 ========= ========= Diluted 207.8 221.8 ========= ========= (1) Purchased research and development relates to the acquisition of an Avionics & Communications business in the first quarter of 1998. - 5 - ROCKWELL INTERNATIONAL CORPORATION COMPOSITION OF SALES (in millions) Three Months Ended December 31 --------------------------- 1997 1996 ------------ ------------ U.S. Commercial $ 1,125 $ 1,059 International 717 678 U. S. Government 137 116 -------- -------- Total $ 1,979 $ 1,853 ========= ======== SUMMARY BALANCE SHEET (in millions) December 31 September 31 1997 1997 --------------- ---------------- ASSETS Cash $ 183 $ 283 Other Current Assets 3,432 3,401 Net Property 2,246 2,245 Other Assets 2,043 2,042 --------- -------- Total $ 7,904 $ 7,971 ========= ======== LIABILITIES AND SHAREOWNERS' EQUITY Short-term Debt $ 342 $ 66 Other Current Liabilities 1,788 1,904 Long-term Debt 157 156 Other Liabilities 1,017 1,034 Shareowners' Equity 4,600 4,811 --------- -------- Total $ 7,904 $ 7,971 ========= ======== END - 6 - -----END PRIVACY-ENHANCED MESSAGE-----