-----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, VBkC/Hqcdfr4BzwJDbOoONRiNHo4v/6+iqkvKx9G0Mof1tXENP2iKxqRDRziTseD bDSxJmItrAQPhkpAPA5VIg== 0000084636-96-000004.txt : 19960417 0000084636-96-000004.hdr.sgml : 19960417 ACCESSION NUMBER: 0000084636-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960209 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: 3621 IRS NUMBER: 951054708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01035 FILM NUMBER: 96514535 BUSINESS ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 BUSINESS PHONE: 4125654004 MAIL ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN AVIATION INC DATE OF NAME CHANGE: 19671017 10-Q 1 FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1995 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, 1995 Commission file number 1-1035 Rockwell International Corporation (Exact name of registrant as specified in its charter) Delaware 95-1054708 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2201 Seal Beach Boulevard, Seal Beach, California 90740-8250 (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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No 185,215,891 shares of registrant's Common Stock, $1.00 par value, and 32,031,304 shares of registrant's Class A Common Stock, $1.00 par value, were outstanding on January 31, 1996. ROCKWELL INTERNATIONAL CORPORATION INDEX PART I. FINANCIAL INFORMATION: Item 1. Financial Statements: Page No. Condensed Consolidated Balance Sheet-- December 31, 1995 and September 30, 1995............ 2 Statement of Consolidated Income--Three Months Ended December 31, 1995 and 1994.................... 3 Statement of Consolidated Cash Flows-- Three Months Ended December 31, 1995 and 1994....... 4 Notes to Financial Statements....................... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 9 Other Financial Information......................... 12 Exhibit 11 - Computation of Earnings Per Share................ 13 PART II. OTHER INFORMATION: Item 1. Legal Proceedings................................... 14 Item 5. Other Information................................... 14 Item 6. Exhibits and Reports on Form 8-K.................... 14 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ROCKWELL INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET December 31 September 30 1995 1995 (Unaudited) ASSETS (In millions) Current assets: Cash........................................... $ 536 $ 655 Receivables.................................... 2,255 2,346 Inventories.................................... 1,955 1,847 Other current assets........................... 565 546 Net assets of discontinued operations.......... 549 569 Total current assets................... 5,860 5,963 Net property...................................... 2,849 2,847 Intangible assets................................. 1,847 1,868 Other assets...................................... 1,471 1,436 TOTAL.................... $12,027 $12,114 LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities: Short-term debt................................ $ 693 $ 654 Accounts payable - trade....................... 844 1,057 Accrued compensation and benefits.............. 689 729 Advance payments from customers................ 175 246 Accrued income taxes........................... 189 113 Other current liabilities...................... 892 918 Total current liabilities.............. 3,482 3,717 Long-term debt.................................... 1,775 1,775 Accrued retirement benefits....................... 2,524 2,536 Other liabilities................................. 338 304 Total liabilities............. 8,119 8,332 Shareowners' equity: Preferred stock ............................... 1 1 Common Stock (shares issued - 209.5 million)... 210 210 Class A Common Stock (shares issued: December 31, 1995, 32.1 million; September 30, 1995, 32.9 million)............ 32 33 Additional paid-in capital..................... 188 186 Retained earnings.............................. 4,265 4,158 Currency translation........................... (98) (99) Common Stock in treasury, at cost (shares held: December 31, 1995, 24.5 million; September 30, 1995, 25.4 million).......... (690) (707) Total shareowners' equity..... 3,908 3,782 TOTAL.................... $12,027 $12,114 See Notes to Financial Statements. ROCKWELL INTERNATIONAL CORPORATION STATEMENT OF CONSOLIDATED INCOME (Unaudited) Three Months Ended December 31 1995 1994 (In millions) Revenues: Sales............................................... $3,062 $2,459 Other income........................................ 32 20 Total revenues.................................... 3,094 2,479 Costs and expenses: Cost of sales....................................... 2,320 1,898 Selling, general and administrative.................................... 411 302 Interest............................................ 47 22 Total costs and expenses.......................... 2,778 2,222 Income before income taxes ........................... 316 257 Provision for income taxes............................ 123 102 Income from continuing operations..................... 193 155 (Loss)income from discontinued operations, net of tax. (1) 10 Net income............................................ $ 192 $ 165 (In dollars) Earnings per common share: Primary............................................ From continuing operations..................... $ .90 $ .72 From discontinued operations................... (.01) .04 Net income per common share.................... $ .89 $ .76 Fully diluted...................................... From continuing operations..................... $ .88 $ .70 From discontinued operations................... (.01) .04 Net income per common share.................... $ .87 $ .74 Cash dividends per common share....................... $ .29 $ .27 (In millions) Average common shares outstanding: Primary............................................ 217.0 218.0 Fully diluted...................................... 220.3 221.4 See Notes to Financial Statements. ROCKWELL INTERNATIONAL CORPORATION STATEMENT OF CONSOLIDATED CASH FLOWS (Unaudited) Three Months Ended December 31 1995 1994 (In millions) OPERATING ACTIVITIES: Net income........................................... $ 192 $ 165 Adjustments to net income to arrive at cash provided by operating activities: Depreciation...................................... 118 105 Amortization of intangible assets................. 27 14 Deferred income taxes............................. 23 27 Net pension income and contributions.............. (8) (20) Changes in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments: Receivables.................................. 86 168 Inventories.................................. (116) (93) Net assets of discontinued businesses........ 20 25 Accounts payable - trade..................... (190) (112) Accrued compensation and benefits............ (38) (25) Advance payments from customers.............. (69) (54) Income taxes................................. 78 64 Other assets and liabilities................. (86) (134) Cash provided by operating activities..... 37 130 INVESTING ACTIVITIES: Property additions................................... (137) (106) Acquisition of businesses............................ (1,576) Proceeds from disposition of property and businesses. 12 12 Cash used for investing activities........ (125) (1,670) FINANCING ACTIVITIES: Debt activity: Increase in short-term borrowings................ 43 544 Increase in long-term debt....................... 545 Payable to Reliance shareholders................. 591 Payments of long-term debt....................... (2) (4) Net increase in debt........................... 41 1,676 Purchase of treasury stock.......................... (18) (45) Dividends........................................... (63) (59) Reissuance of common stock.......................... 9 1 Cash (used for) provided by financing activities.............................. (31) 1,573 (DECREASE) INCREASE IN CASH.......................... (119) 33 CASH AT BEGINNING OF PERIOD.......................... 655 612 CASH AT END OF PERIOD................................ $ 536 $ 645 Income tax payments were $25 million and $37 million in the three months ended December 31, 1995 and 1994, respectively. See Notes to Financial Statements. ROCKWELL INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of the company the unaudited financial statements contain all adjustments, consisting solely of adjustments of a normal recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. These statements should be read in conjunction with the company's Annual Report for the fiscal year ended September 30, 1995. The results of operations for the three-month period ended December 31, 1995 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. In January 1996, the company announced its plan to sell its Graphic Systems business segment. The company believes the sale will be completed this fiscal year and will yield net proceeds in excess of the net assets of the business. The net assets of the Graphic Systems business at December 31, 1995 and September 30, 1995 and its net (loss) income for the three month periods ended December 31, 1995 and 1994 have been presented as discontinued operations. The revenues of the Graphic Systems business were $115 million and $167 million for the three months ended December 31, 1995 and 1994, respectively. 3. In fiscal 1995, the company's acquisition of Reliance Electric Company (Reliance) was accounted for as a purchase as of December 31, 1994 and the results of operations of Reliance, exclusive of the divested telecommunications business, were included in the company's statement of consolidated income commencing January 1, 1995. The following unaudited pro forma information has been prepared assuming Reliance had been acquired at the beginning of fiscal 1995. The pro forma information is presented for information purposes and is not necessarily indicative of what would have occurred if the acquisition had been made as of that date. The pro forma information is not intended to be a projection of future results. Three Months Ended December 31, 1994 (In millions, except per share amounts) Sales and other income $ 2,975 Net income 165 Earnings per common share: Primary .76 Fully Diluted .74 ROCKWELL INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) 4. Receivables are summarized as follows (in millions): December 31 September 30 1995 1995 Accounts and notes receivable: Commercial, less allowance for doubtful accounts (December 31, 1995, $67; September 30, 1995, $59).............. $1,528 $1,521 United States Government................ 145 142 Unbilled costs and accrued profits, less related progress payments (December 31, 1995, $229; September 30, 1995, $235)............... 582 683 Receivables............................. $2,255 $2,346 5. Inventories are summarized as follows (in millions): December 31 September 30 1995 1995 Finished goods............................ $ 466 $ 454 Long-term contracts in process............ 294 289 Work in process........................... 848 765 Raw materials, parts and supplies......... 504 488 Total................................... 2,112 1,996 Less allowance to adjust the carrying value of certain inventories to a last-in, first-out (LIFO) basis.................. 57 54 Remainder................................. 2,055 1,942 Less related progress payments............ 100 95 Inventories............................. $1,955 $1,847 6. Intangible assets are summarized as follows (in millions): December 31 September 30 1995 1995 Goodwill................................. $1,316 $1,328 Trademarks, patents, product technology and other intangibles.................. 531 540 Intangible assets...................... $1,847 $1,868 7. Other assets are summarized as follows (in millions): December 31 September 30 1995 1995 Prepaid pension costs.................... $1,336 $1,321 Investments and other assets............. 135 115 Other assets........................... $1,471 $1,436 ROCKWELL INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) 8. Short-term debt consisted of the following (in millions): December 31 September 30 1995 1995 Commercial paper......................... $ 565 $ 535 Short-term bank borrowings, principally foreign.................... 112 101 Current portion of long-term debt........ 16 18 Short-term debt......................... $ 693 $ 654 9. Other current liabilities are summarized as follows (in millions): December 31 September 30 1995 1995 Accounts payable - other................... $ 272 $ 297 Accrued product warranties................. 202 196 Accrued taxes other than income taxes...... 73 82 Other...................................... 345 343 Other current liabilities................ $ 892 $ 918 10. Long-term debt consisted of the following (in millions): December 31 September 30 1995 1995 7-5/8% notes, payable in 1998............ $ 300 $ 300 8-7/8% notes, payable in 1999............ 300 300 8-3/8% notes, payable in 2001............ 200 200 6-3/4% notes, payable in 2002............ 300 300 6.8% notes, payable in 2003.............. 138 138 7-7/8% notes, payable in 2005............ 200 200 6-5/8% notes, payable in 2005............ 300 300 Other obligations, principally foreign... 53 55 Total.................................. 1,791 1,793 Less current portion..................... 16 18 Long-term debt......................... $1,775 $1,775 ROCKWELL INTERNATIONAL CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) 11. The company's financial instruments include cash, notes receivable, short- and long-term debt and foreign currency forward exchange contracts. At December 31, 1995, 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 $671 million at December 31, 1995 and $681 million at September 30, 1995. 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. 12. Accrued retirement benefits consisted of the following (in millions): December 31 September 30 1995 1995 Accrued retirement medical costs......... $2,519 $2,539 Accrued pension costs.................... 204 196 Total.................................. 2,723 2,735 Amount classified as current liability... 199 199 Accrued retirement benefits............ $2,524 $2,536 13. In the quarter ended December 31, 1995, the company purchased .4 million shares of Common Stock for $18 million. Since the company's Common Stock repurchase program began in 1984, the company has purchased 114.4 million shares of Common Stock for $2.6 billion. 14. Various lawsuits, claims and proceedings have been or may be instituted or asserted against the company relating to the conduct of its business, including those pertaining to product liability, environmental, safety and health, employment and government contract matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to the company, management believes the disposition of matters which are pending or asserted will not have a material adverse effect on the company's financial statements. ROCKWELL INTERNATIONAL CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS 1996 First Quarter Compared to 1995 First Quarter The contributions to sales and earnings by business segment of the company for the first quarter of fiscal 1996 and 1995 are presented below (in millions). Three Months Ended December 31 1995 1994 Sales Electronics Automation $ 980 $ 572 Avionics 322 288 Semiconductor Systems 286 132 Defense Electronics 199 185 Total Electronics 1,787 1,177 Aerospace Space Systems 410 441 Aircraft 110 114 Total Aerospace 520 555 Automotive Heavy Vehicle Systems 431 450 Light Vehicle Systems 324 274 Total Automotive 755 724 Sales of ongoing businesses 3,062 2,456 Divested business 3 Total $ 3,062 $ 2,459 Operating Earnings Electronics Automation $ 111 $ 91 Avionics 37 22 Semiconductor Systems 82 14 Defense Electronics 30 37 Total Electronics 260 164 Aerospace 84 86 Automotive 38 49 Operating earnings of ongoing businesses 382 299 Divested business (2) General corporate - net (19) (18) Interest expense (47) (22) Provision for income taxes (123) (102) Income from continuing operations 193 155 (Loss) income from discontinued operations, net of tax (1) 10 Net Income $ 192 $ 165 ROCKWELL INTERNATIONAL CORPORATION RESULTS OF OPERATIONS (CONTINUED) Sales for the 1996 first quarter, excluding Graphic Systems, were 25 percent higher than 1995's first quarter sales. Sales by the Automation business were up $408 million principally due to $338 million of sales of Reliance Electric Company (Reliance) which was acquired at the end of last year's first quarter. Sales by the Semiconductor Systems business more than doubled last year's first quarter due to very strong demand for its new high speed V.34 modem. Much of that demand has been fueled by the global surge in the use of the Internet, with Rockwell's V.34 modems being the Internet access method of choice. Current year first quarter sales increases were also achieved by the Avionics, Defense Electronics and Light Vehicle Systems businesses; while lower sales were recorded by the Aerospace and Heavy Vehicle businesses. In the quarter, commercial and international sales, excluding Graphic Systems, were up 40 percent from last year's first quarter, and now comprise 75 percent of total sales compared to 67 percent in the first quarter of 1995. Earnings per share from continuing operations for the 1996 first quarter increased 25 percent over last year, marking the twelfth consecutive quarter the company has achieved double-digit earnings per share growth. Reliance added one cent per share to the company's first quarter results, after considering the financing cost of the acquisition and amortization of goodwill and other intangible assets. Net income from continuing operations for 1996's first quarter increased 25 percent from 1995's first quarter net income primarily due to substantially higher earnings by the Semiconductor Systems businesses. The Avionics business also recorded a substantial earnings increase and Automation continued to post strong earnings. Electronics accounted for 58 percent of total sales and 68 percent of operating earnings. Within Electronics, operating earnings of the Automation business were up 22 percent from last year's first quarter, principally due to the inclusion of the results of Reliance. Avionics first quarter earnings were up 68 percent over 1995's first quarter primarily due to higher sales in its commercial aircraft businesses. Semiconductor Systems earnings were substantially higher than a year ago principally due to very strong demand for its new high-speed V.34 modem. Defense Electronics first quarter earnings were down 19 percent from 1995 due to an unfavorable contract adjustment. Aerospace earnings continued to be strong, but were slightly below last year's first quarter due to lower volume. Automotive's earnings were 22 percent below last year's first quarter due to lower Heavy Vehicle Systems earnings resulting from severely depressed economic conditions in Brazil and Mexico. Interest expense for the first three months of 1996 increased due to borrowings related to the Reliance acquisition. ROCKWELL INTERNATIONAL CORPORATION FINANCIAL CONDITION As a result of the continued rapid growth of the Semiconductor Systems business, the company has accelerated the business' expansion plans and the company's capital expenditures for fiscal 1996 are now expected to exceed $900 million. The company expects the net proceeds from the sale of its Graphic Systems business will exceed the business' net assets of $549 million at December 31, 1995. The company is in the process of evaluating the effect of the adoption of Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of." 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 Environ- mental Issues in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, on pages 17 - 18 of the company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995. Management believes that at December 31, 1995 there has been no material change to this information. ROCKWELL INTERNATIONAL CORPORATION FINANCIAL CONDITION (CONTINUED) Other Financial Information (a) The company's backlog on December 31, 1995 was $11.3 billion compared to $11.0 billion on December 31, 1994. The backlog includes $5.7 billion of commercial orders, $2.0 billion of funded government orders and $3.6 billion of unfunded government orders. The increase in 1996's backlog is principally due to orders of the Semiconductor Systems business which may reflect, in part, multiple ordering by customers due to industry capacity constraints. Backlog by major businesses is as follows (in millions): December 31 December 31 1995 1994 Electronics Automation $ 622 $ 585 Avionics 1,277 1,099 Semiconductor Systems 1,143 214 Defense Electronics 1,605 1,318 4,647 3,216 Aerospace Space Systems 3,539 5,169 Aircraft 2,581 1,976 6,120 7,145 Automotive 582 593 Total Backlog $11,349 $10,954 (b) The composition of the company's sales by customer is as follows (in millions): Three Months Ended December 31 1995 1994 U.S. Commercial $1,263 $ 813 International 1,042 838 U.S. Government: DOD 415 461 NASA 342 347 Total $3,062 $2,459 EXHIBIT 11 ROCKWELL INTERNATIONAL CORPORATION COMPUTATION OF EARNINGS PER SHARE Three Months Ended December 31 1995 1994 (In millions, except per share amounts) Primary earnings per share: Income from continuing operations................... $193.6 $155.1 Deduct dividend requirements on preferred stock..... 0.1 0.1 Total primary earnings from continuing operations... $193.5 $155.0 Average number of common shares outstanding during the period........................................ 217.0 218.0 Primary earnings per share from continuing operations............................. $ .90 $ .72 Primary earnings per share from discontinued operations........................................ (.01) .04 Net primary earnings per share...................... $ .89 $ .76 Fully diluted earnings per share: Income from continuing operations................... $193.6 $155.1 Average number of common shares outstanding during the period assuming full dilution: Common stock.................................... 217.0 218.0 Assumed issuance of stock under award plans and conversion of preferred stock................. 3.3 3.4 Total fully diluted shares.......................... 220.3 221.4 Fully diluted earnings from continuing operations... $ .88 $ .70 Fully diluted earnings per share from discontinued operations........................................ (.01) .04 Net fully diluted earnings per share................ $ .87 $ .74 PART II. OTHER INFORMATION Item 1. Legal Proceedings On December 27, 1995, a shareowner, purporting to act derivatively on behalf of the Company, commenced an action in the Superior Court of the State of California for the County of Orange against all but one of the Company's present directors, and the Company as a nominal defendant, alleging principally breaches of fiduciary duties in failing properly to manage the business of the Company in a manner to prevent certain alleged violations of applicable federal and state laws, including environmental laws, by certain named and unnamed employees or agents of the Company. The action seeks a declaratory judgment, damages suffered by the Company as a result of the alleged conduct, plaintiffs' costs and expenses and other proper relief. Item 5. Other Information The company's government contract operations are subject to U.S. Government investigations of business practices and audits of contract performance and cost classification from which claims have been or may be asserted against the company. Although such claims are usually resolved through fact-finding and negotiation, civil, criminal or administrative proceedings may result and a contractor can be fined, as well as be suspended or debarred from government contracts. Management believes there are no claims, audits or investigations currently pending against the company which will have a material adverse effect on either the company's business or its financial condition. The company's financial statements have been prepared on the basis of reasonable estimates, supported by the opinion of outside legal counsel, of the revenue expected to be recovered from the company's claims against the U.S. Government arising out of the government's termination of contracts for its convenience and certain contractual disputes. While management cannot reasonably estimate the length of time that will be required to resolve its claims or whether they will be resolved through negotiation or litigation, it believes their resolution will not have a material adverse effect on the company's financial statements. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 11 - Computation of Earnings Per Share Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges for the three months ended December 31, 1995 Exhibit 27 - Financial Data Schedule Exhibit 99-a - Net income of the company's continuing operations, exclusive of the Graphic Systems Business, for each of the five years in the period ended September 30, 1995 PART II. OTHER INFORMATION (CONTINUED) Item 6. Exhibits and Reports on Form 8-K (Continued) Exhibit 99-b - Operating earnings of the company's Electronics Businesses for each of the five years in the period ended September 30, 1995 Exhibit 99-c - Independent Auditors' Consent to incorporation of certain reports and reference to them in certain prospectuses with respect to securities offered under employee plans (b) Reports on Form 8-K: There were no reports on Form 8-K filed during the quarter ended December 31, 1995. 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 9, 1996 By L. J. Komatz L. J. Komatz Vice President and Controller (Principal Accounting Officer) Date February 9, 1996 By W. J. Calise, Jr. W. J. Calise, Jr. Senior Vice President, General Counsel and Secretary ROCKWELL INTERNATIONAL CORPORATION INDEX OF EXHIBITS TO FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1995 Page Exhibit 12 Computation of Ratio of Earnings to Fixed Charges for the three months ended December 31, 1995 18 Exhibit 99-a Net income of the company's continuing operations, exclusive of the Graphic Systems Business, for each of the five years in the period ended September 30, 1995 19 Exhibit 99-b Operating earnings of the company's Electronics Businesses for each of the five years in the period ended September 30, 1995 20 Exhibit 99-c Independent Auditors' Consent to incorporation of certain reports and reference to them in certain prospectuses with respect to securities offered under employee plans 21 EX-12 2 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES ROCKWELL INTERNATIONAL CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES THREE MONTHS ENDED DECEMBER 31, 1995 (In millions, except ratios) EARNINGS AVAILABLE FOR FIXED CHARGES: Income from continuing operations before income taxes........... $ 316.4 Adjustments: Undistributed (income) of affiliates.......................... (1.9) Minority interest in loss of subsidiaries..................... 2.4 316.9 Add fixed charges included in earnings: Interest expense............................................ 47.0 Interest element of rentals................................. 17.3 Total....................................................... 64.3 Total earnings available for fixed charges..................... $ 381.2 FIXED CHARGES: Fixed charges included in earnings.............................. $ 64.3 Capitalized interest............................................ .3 Total fixed charges........................................... $ 64.6 RATIO OF EARNINGS TO FIXED CHARGES (1)............................ 5.9 (1) In computing the ratio of earnings to fixed charges, earnings are defined as income from continuing operations before income taxes adjusted for minority interest in income or loss of subsidiaries, undistributed earnings of affiliates and fixed changes exclusive of capitalized interest. Fixed charges consist of interest on borrowings and that portion of rentals deemed representative of the interest factor. EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER 31, 1995 CONSOLIDATED BALANCE SHEET, STATEMENT OF CONSOLIDATED INCOME FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND NOTES TO FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 3-MOS SEP-30-1996 DEC-31-1995 536 0 2255 67 1955 5860 2849 0 12027 3482 1775 0 1 242 3665 12027 3062 3094 2320 2778 0 0 47 316 123 193 (1) 0 0 192 .89 .87
EX-99 4 EX-99A NET INCOME-CONTINUING/DISCONTINUED OPS ROCKWELL INTERNATIONAL CORPORATION NET INCOME FROM THE COMPANY'S CONTINUING OPERATIONS EXCLUSIVE OF THE GRAPHIC SYSTEMS BUSINESS In January 1996 the company announced its plan to sell its Graphic Systems business segment. Accordingly, the Graphic Systems business is reported as discontinued operations as of December 31, 1995. The following sets forth restated net income from continuing operations of the company, exclusive of the Graphic Systems business, for each of the five years in the period ended September 30, 1995 (in millions): YEAR ENDED SEPTEMBER 30 1995 1994 1993 1992 1991 Income from Continuing Operations $1,164 $ 993 $ 889 $ 759 $ 964 Income Taxes 459 376 336 288 398 Net Income from Continuing Operations 705 617 553 471 566 Discontinued Operations: Income from Discontinued Operations, Net of Tax 37 17 9 12 35 Net Income $ 742 $ 634 $ 562 $ 483 $ 601 EX-99 5 EX-99B OPERATING EARNINGS ELECTRONICS BUSINESSES EXHIBIT 99-b OPERATING EARNINGS OF THE COMPANY'S ELECTRONICS BUSINESSES The company has expanded disclosure of its Electronics businesses to disclose separately operating earnings of its Avionics, Semiconductor Systems and Defense Electronics businesses. The following sets forth an expanded presentation of operating earnings of the company's Electronics businesses (in millions): YEAR ENDED SEPTEMBER 30 1995 1994 1993 1992 1991 OPERATING EARNINGS Electronics: Automation $ 481 $ 265 $ 193 $ 102 $ 96 Avionics 167 162 199 197 261 Semiconductor Systems 115 101 58 40 40 Defense Electronics 158 169 152 150 156 Total Electronics $ 921 $ 697 $ 602 $ 489 $ 553 EX-99 6 EX-99C INDEPENDENT AUDITORS' CONSENT INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Prospectuses dated February 1, 1996 with respect to the securities covered by Registration Statement Nos. 2-99494 (as amended through Post-Effective Amendment No. 4 thereto) and 33-32662, each on Form S-8, of our reports dated October 31, 1995, appearing in, and incorporated by reference in the 1995 Annual Report on Form 10-K of Rockwell International Corporation and to the reference to us under the heading "Experts" in those Prospectuses. DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania February 9, 1996 -----END PRIVACY-ENHANCED MESSAGE-----