<PAGE>
<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1994
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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (412) 565-4004
(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
181,702,130 shares of registrant's Common Stock, $1.00 par value, and
38,927,520 shares of Class A Common Stock, $1.00 par value, were outstanding on
April 30, 1994.<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Page
No.
Condensed Consolidated Balance Sheet--
March 31, 1994 and September 30, 1993.......... 2
Statement of Consolidated Income--Three Months
and Six Months Ended March 31, 1994 and 1993... 3
Statement of Consolidated Cash Flows--
Six Months Ended March 31, 1994 and 1993....... 4
Notes to Financial Statements.................. 5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations.................................. 8
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
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKWELL INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
March 31 September 30
1994 1993
(Unaudited)
ASSETS (In millions)
Current assets:
Cash........................................... $ 546.1 $ 772.8
Receivables.................................... 2,190.2 2,209.1
Inventories.................................... 1,504.1 1,430.8
Other current assets........................... 584.2 533.7
Total current assets................... 4,824.6 4,946.4
Net property...................................... 2,313.7 2,325.8
Other assets...................................... 2,644.8 2,612.9
TOTAL.................... $9,783.1 $9,885.1
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt................................ $ 306.5 $ 166.4
Accounts payable - trade....................... 748.1 859.8
Accrued compensation and benefits.............. 636.9 710.1
Advance payments from customers................ 358.9 362.7
Accrued income taxes........................... 96.6 94.1
Other current liabilities...................... 799.2 797.8
Total current liabilities.............. 2,946.2 2,990.9
Long-term debt.................................... 842.2 1,028.2
Accrued retirement benefits....................... 2,705.4 2,731.2
Other liabilities................................. 180.8 178.8
Total liabilities............. 6,674.6 6,929.1
Shareowners' equity:
Preferred stock ............................... 1.4 1.5
Common Stock (shares issued - 209.5 million)... 209.5 209.5
Class A Common Stock (shares issued:
March 31, 1994, 39.9 million;
September 30, 1993, 41.6 million)............ 39.9 41.6
Additional paid-in capital..................... 172.7 164.3
Retained earnings.............................. 3,621.0 3,471.9
Currency translation and pension adjustments... (213.5) (196.8)
Common Stock in treasury, at cost (shares held:
March 31, 1994, 28.5 million;
September 30, 1993, 30.1 million).......... (722.5) (736.0)
Total shareowners' equity..... 3,108.5 2,956.0
TOTAL.................... $9,783.1 $9,885.1
See Notes to Financial Statements.
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
STATEMENT OF CONSOLIDATED INCOME
(Unaudited)
Three Months Ended Six Months Ended
March 31 March 31
1994 1993 1994 1993
(In millions)
Revenues:
Sales.......................... $2,761.5 $2,694.1 $5,362.4 $ 5,182.7
Other income................... 14.1 22.1 29.7 39.8
Total revenues............... 2,775.6 2,716.2 5,392.1 5,222.5
Costs and expenses:
Cost of sales.................. 2,157.9 2,132.5 4,186.1 4,110.1
Selling, general and
administrative............... 335.4 328.1 648.9 619.4
Interest....................... 25.0 28.3 51.0 53.9
Total costs and expenses..... 2,518.3 2,488.9 4,886.0 4,783.4
Income before income taxes....... 257.3 227.3 506.1 439.1
Provision for income taxes....... 102.6 90.4 201.9 174.4
Net income ...................... $ 154.7 $ 136.9 $ 304.2 $ 264.7
(In dollars)
Earnings per common share:
Primary....................... $ .70 $ .63 $ 1.38 $ 1.21
Fully diluted................. $ .69 $ .62 $ 1.35 $ 1.19
Cash dividends per common share.. $ .25 $ .23 $ .50 $ .46
(In millions)
Average common shares outstanding:
Primary....................... 221.1 219.2 221.1 219.4
Fully diluted................. 225.8 222.3 225.7 222.7
See Notes to Financial Statements.<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
Six Months Ended
March 31
1994 1993
(In millions)
OPERATING ACTIVITIES:
Net income......................................... $ 304.2 $ 264.7
Adjustments to net income to arrive at
cash provided by operating activities:
Depreciation..................................... 211.0 213.4
Amortization of intangible assets................ 24.7 28.1
Deferred income taxes............................ 21.0 (15.4)
Net pension income and contributions............. (33.2) (52.9)
Changes in assets and liabilities:
Receivables.................................... 16.5 124.1
Inventories.................................... (72.2) (64.0)
Accounts payable - trade....................... (120.1) (167.7)
Accrued compensation and benefits.............. (72.9) 17.3
Advance payments from customers................ (10.9) (72.6)
Income taxes................................... 3.2 30.9
Other assets and liabilities................... (87.4) (23.8)
Cash provided by operating activities....... 183.9 282.1
INVESTING ACTIVITIES:
Property additions................................. (195.4) (157.3)
Proceeds from disposition of property.............. 5.9 7.5
Acquisition of businesses.......................... (5.6) (122.6)
Cash used for investing activities.......... (195.1) (272.4)
FINANCING ACTIVITIES:
Increase in short-term borrowings.................. 112.2 105.6
Increase in long-term debt......................... 17.7 0.1
Payments of long-term debt......................... (204.5) (8.1)
Net (decrease) increase in debt.................. (74.6) 97.6
Purchase of treasury stock......................... (61.7) (56.1)
Dividends.......................................... (110.7) (101.1)
Reissuance of common stock......................... 31.5 24.2
Cash used for financing activities.......... (215.5) (35.4)
DECREASE IN CASH................................... (226.7) (25.7)
CASH AT BEGINNING OF PERIOD........................ 772.8 602.6
CASH AT END OF PERIOD.............................. $ 546.1 $ 576.9
Income tax payments were $172.5 million and $161.6 million in the six months
ended March 31, 1994 and 1993, respectively.
See Notes to Financial Statements.
<PAGE>
<PAGE>
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, 1993. The results of operations for the
three- and six-month periods ended March 31, 1994 and 1993 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. Receivables are summarized as follows (in millions):
March 31 September 30
1994 1993
Accounts and notes receivable:
Commercial, less allowance for doubtful
accounts (March 31, 1994, $49.7;
September 30, 1993, $47.3)............ $1,293.5 $1,258.2
United States Government................ 130.2 149.0
Unbilled costs and accrued profits,
less related progress payments
(March 31, 1994, $481.7;
September 30, 1993, $550.5)............. 766.5 801.9
Receivables............................. $2,190.2 $2,209.1
3. Inventories are summarized as follows (in millions):
March 31 September 30
1994 1993
Finished goods............................ $ 340.1 $ 330.3
Long-term contracts in process............ 280.2 338.2
Work in process........................... 570.4 508.7
Raw materials, parts and supplies......... 518.8 492.4
Total................................... 1,709.5 1,669.6
Less allowance to adjust the carrying value
of certain inventories to a last-in,
first-out (LIFO) basis.................. 74.7 67.2
Remainder................................. 1,634.8 1,602.4
Less related progress payments............ 130.7 171.6
Inventories............................. $1,504.1 $1,430.8
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4. Other assets are summarized as follows (in millions):
March 31 September 30
1994 1993
Goodwill................................. $ 574.5 $ 581.5
Patents, product technology and
other intangibles...................... 178.0 175.2
Intangible pension asset................. 42.5 52.5
Prepaid pension costs.................... 1,237.0 1,187.4
Deferred income taxes.................... 348.8 374.6
Customer finance receivables............. 151.2 150.5
Investments and other assets............. 112.8 91.2
Other assets........................... $2,644.8 $2,612.9
5. Other current liabilities are summarized as follows (in millions):
March 31 September 30
1994 1993
Accounts payable - other................... $223.3 $191.8
Accrued product warranties................. 171.8 165.6
Accrued taxes other than income taxes...... 86.3 80.7
Accrued restructuring costs................ 43.0 62.1
Other...................................... 274.8 297.6
Other current liabilities................ $799.2 $797.8
6. Long-term debt consisted of the following (in millions):
March 31 September 30
1994 1993
7-1/2% notes, redeemed in March 1994..... $ 200.0
8-7/8% notes, payable in 1999............ $ 300.0 300.0
8-3/8% notes, payable in 2001............ 200.0 200.0
6-3/4% notes, payable in 2002............ 300.0 300.0
Other obligations, principally foreign... 66.5 35.6
Total.................................. 866.5 1,035.6
Less current portion..................... 24.3 7.4
Long-term debt......................... $ 842.2 $1,028.2
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
7. Accrued retirement benefits consisted of the following (in millions):
March 31 September 30
1994 1993
Accrued retirement medical costs......... $2,540.4 $2,579.2
Accrued pension costs.................... 352.0 352.0
Total.................................. 2,892.4 2,931.2
Amount classified as current liability... 187.0 200.0
Accrued retirement benefits............ $2,705.4 $2,731.2
8. In the quarter ended March 31, 1994, the company purchased 1.3 million
shares of Common Stock for $54.6 million. Since the company's Common Stock
repurchase program began in 1984, the company has purchased 107.9 million
shares of Common Stock for $2.4 billion.
9. 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, and employment 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.<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
1994 Second Quarter Compared to 1993 Second Quarter
The contributions to sales and earnings by business segment of the company for
the second quarter of fiscal 1994 and 1993 are presented below.
Sales Earnings
1994 1993 1994 1993
(in millions)
Electronics...................... $1,257 $1,133 $ 178.5 $ 156.1
Aerospace........................ 658 769 93.6 92.5
Automotive....................... 714 631 29.2 27.2
Graphics......................... 132 161 5.2 5.0
Sales and operating earnings.. 2,761 2,694 306.5 280.8
General corporate - net.......... (24.1) (25.2)
Interest expense................. (25.0) (28.3)
Provision for income taxes....... (102.7) (90.4)
Total......................... $2,761 $2,694 $ 154.7 $ 136.9
Sales in the 1994 second quarter increased two percent from the same period a
year ago principally due to record quarterly sales in Automotive and the
Electronics' Industrial Automation and Telecommunications businesses partially
offset by a decline in Aerospace and Graphics sales.
Net income for 1994's second quarter increased 13 percent from 1993's second
quarter primarily due to record quarterly earnings of the company's largest
business segment, Electronics. Automotive, Aerospace and Graphics earnings were
also ahead of last year's comparable period. During the second quarter, the
Automotive business identified and promptly took actions to correct a
warranty-related issue in certain of its new transmission products.
Accordingly, Automotive's earnings improvement was limited by a charge related
to these actions (see below for further discussion).
Earnings per share for the current year's second quarter increased 11 percent
over last year's second quarter, marking the fifth consecutive quarter the
company has recorded a double-digit earnings per share increase.
Within the business segments, six of the nine business units, led by
Telecommunications and Allen-Bradley Industrial Automation, achieved higher 1994
second quarter earnings.
Electronics 1994 second quarter earnings were up 14 percent from 1993's
second quarter due to substantial sales and earnings increases in the
Telecommunications and Allen-Bradley Industrial Automation businesses.
Telecommunications 1994 second quarter sales reached an all-time high as demand
for high-speed data modems continued to grow. The Allen-Bradley Industrial
Automation business achieved record quarterly sales and earnings in the 1994
second quarter as incoming orders reached $9 million per day, the highest in
Allen-Bradley's history. The business continues to see strong demand for its <PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
RESULTS OF OPERATIONS (CONTINUED)
products in all of its primary markets worldwide, particularly in North America
where sales to distributors have increased 18 percent over 1993 in the
United States and 31 percent in Canada. Second quarter earnings of Defense
Electronics also were up from a year ago, while Avionics earnings, as expected,
were down significantly from last year's second quarter due to continued
depressed commercial air transport markets.
Aerospace earnings in the 1994 second quarter were higher than a year ago,
benefitting from cost containment programs and higher award fees, despite a
14 percent decline in sales. Space Systems recorded higher earnings for the
quarter while Aircraft posted a slight decrease.
Automotive's second quarter earnings were up seven percent compared to the same
quarter in 1993. These results were adversely affected by a $25 million
provision to recognize the costs of inspections and potential field
modifications of certain transmission products. In Automotive's Heavy Vehicle
business, significant gains in sales and profitability from the strong North
American truck markets nearly offset the warranty-related charge. Earnings
in the Light Vehicle area were significantly higher than the year earlier period
resulting from increased North American sales and improved cost performance,
offsetting weak international markets.
Second quarter earnings of the Graphics business were up slightly from 1993's
second quarter due to continuing cost containment actions. Graphics sales were
down 18 percent from the year earlier quarter as the worldwide printing press
markets remain depressed.
Six Months Ended March 31, 1994 Compared to Six Months Ended March 31, 1993
The contributions to sales and earnings by business segment of the company for
the six months ended March 31, 1994 and 1993 are presented below.
Sales Earnings
1994 1993 1994 1993
(in millions)
Electronics....................... $2,441 $2,211 $ 347.4 $ 296.0
Aerospace......................... 1,268 1,413 175.3 178.7
Automotive........................ 1,366 1,246 64.2 53.4
Graphics.......................... 287 313 14.1 8.9
Sales and operating earnings.... 5,362 5,183 601.0 537.0
General corporate - net........... (43.9) (44.0)
Interest expense.................. (51.0) (53.9)
Provision for income taxes........ (201.9) (174.4)
Total........................... $5,362 $5,183 $ 304.2 $ 264.7
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
RESULTS OF OPERATIONS (CONTINUED)
Sales for the first six months of 1994 increased three percent from the same
period a year ago principally due to strong demand for the products of the
company's Telecommunications and Allen-Bradley Industrial Automation businesses
within the Electronics business segment. Automotive's Heavy Vehicle business
also recorded increased sales in the first six months of 1994 due to the strong
North American truck markets.
Net income for the first six months of 1994 was up 15 percent over 1993's first
half net income, while earnings per share for the current year's first six
months increased 14 percent over 1993's first six months.
Electronics earnings for the first six months of fiscal 1994 were up 17 percent
from the same period a year ago primarily due to substantial earnings increases
in the Telecommunications and Allen-Bradley Industrial Automation businesses
resulting from strong worldwide demand for high-speed data modems and industrial
automation products. Earnings of Defense Electronics were about the same while
Avionics earnings were lower, as expected, due to depressed commercial air
transport markets.
Aerospace earnings for the first six months of 1994 were down two percent over
the comparable 1993 period due to a first quarter cost adjustment on Aircraft's
AC-130U Gunship program which offset the benefits of cost containment programs
and higher award fees.
Automotive's earnings for the first six months of 1994 increased 20 percent over
1993's first six months primarily due to the strong North American truck
markets. These results were adversely affected by the second quarter $25
million provision to recognize the costs of inspections and potential field
modifications of certain transmission products.
Although worldwide printing press markets remain depressed, earnings of the
company's Graphics business for the first half of 1994 improved significantly
from the year earlier due to continuing cost containment actions and the
benefits of its market leadership positions.
FINANCIAL CONDITION
On March 15, 1994, the company redeemed its $200 million 7-1/2% notes, which had
been payable in 1997, utilizing available cash balances and short-term credit
facilities.
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 Results of
Operations, Environmental Issues in Item 7, Management's Discussion and Analysis
of Financial Condition and Results of Operations, on pages 16 - 17 of the
company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, and is incorporated herein by reference. Management
believes that at March 31, 1994 there has been no material change to this
information.<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
Other Financial Information
(a) The company's backlog on March 31, 1994 was $11.7 billion compared to
$13.5 billion on March 31, 1993. The backlog includes $3.8 billion of
commercial orders, $2.6 billion of funded government orders and
$5.3 billion of unfunded government orders. Backlog by major business
segment is as follows (in billions):
March 31 March 31
1994 1993
Aerospace
Space Systems $ 5.9 $ 7.8
Aircraft 1.6 1.9
7.5 9.7
Defense Electronics 1.4 1.3
Other 2.8 2.5
Total Backlog $11.7 $13.5
(b) Sales by major product lines are summarized as follows (in millions):
Three Months Ended Six Months Ended
March 31 March 31
1994 1993 1994 1993
Electronics
Industrial Automation $ 512 $ 401 $ 973 $ 781
Avionics 311 320 607 609
Telecommunications 178 128 340 242
Defense Electronics 256 284 521 579
1,257 1,133 2,441 2,211
Aerospace
Space Systems 511 585 1,004 1,080
Aircraft 147 184 264 333
658 769 1,268 1,413
Automotive
Heavy Vehicles 441 354 832 688
Light Vehicles 273 277 534 558
714 631 1,366 1,246
Graphics 132 161 287 313
Total Sales $2,761 $2,694 $5,362 $5,183
<PAGE>
<PAGE> EXHIBIT 11
ROCKWELL INTERNATIONAL CORPORATION
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended Six Months Ended
March 31 March 31
1994 1993 1994 1993
(In millions, except per share amounts)
Primary earnings per share:
Net income...................... $154.7 $136.9 $304.2 $264.7
Deduct dividend requirements
on preferred stock............ 0.1 0.1 0.1
Total primary earnings.......... $154.6 $136.9 $304.1 $264.6
Average number of common
shares outstanding during
the period..................... 221.1 219.2 221.1 219.4
Primary earnings per share...... $ .70 $ .63 $ 1.38 $ 1.21
Fully diluted earnings per share:
Net income...................... $154.7 $136.9 $304.2 $264.7
Average number of common shares
outstanding during the
period assuming full dilution:
Common stock................ 221.1 219.2 221.1 219.4
Assumed issuance of stock
under award plans and
conversion of preferred
stock..................... 4.7 3.1 4.6 3.3
Total fully diluted shares...... 225.8 222.3 225.7 222.7
Fully diluted earnings
per share.................... $ .69 $ .62 $ 1.35 $ 1.19
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On April 26, 1994, the United States joined and filed an amended
complaint in a civil suit under the Federal False Claims Act against
the company previously filed under seal by David Vosoughkia, a former
employee of a division of the company, in the United States District
Court for the Central District of California. As amended, the
complaint alleges that the company defrauded the National Aeronautics
and Space Administration (NASA) by improperly charging certain employee
time to NASA contracts and seeks monetary damages and civil penalties
in an unspecified amount. Based on the limited information the company
has been able to gather while the complaint was sealed, the company
believes this action is without merit.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The regular annual meeting of shareowners of the registrant was held
February 2, 1994.
(c) At the annual meeting, the shareowners:
(i) voted to elect 13 directors of the company. Each nominee for
director was elected by a vote of the shareowners as follows:
Affirmative votes Votes withheld
Lew Allen, Jr. 488,367,437 6,286,995
Donald R. Beall 488,171,296 6,483,136
Richard M. Bressler 488,407,094 6,247,338
John J. Creedon 487,975,765 6,678,667
Robin Chandler Duke 486,853,577 7,800,855
William H. Gray, III 486,771,887 7,882,545
J. Clayburn La Force, Jr. 488,225,183 6,429,249
William T. McCormick, Jr. 488,784,034 5,870,398
John D. Nichols 488,571,895 6,082,537
Bruce M. Rockwell 488,125,486 6,528,946
Ross D. Siragusa, Jr. 488,241,425 6,413,007
William S. Sneath 488,271,475 6,382,957
Joseph F. Toot, Jr. 488,562,229 6,092,203
(ii) voted upon a proposal to approve the selection by the Board of
Directors of the firm of Deloitte & Touche as auditors of the
company. The proposal was approved by a vote of the shareowners
as follows:
Affirmative votes 484,191,722
Negative votes 5,184,685
Abstentions 5,278,025
<PAGE>
<PAGE>
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 conservative estimates, supported by 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
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter
ended March 31, 1994.
<PAGE>
<PAGE>
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 May 12, 1994 By L. J. Komatz
L. J. Komatz
Vice President and Controller
(Principal Accounting Officer)
Date May 12, 1994 By C. H. Harff
C. H. Harff
Senior Vice President,
General Counsel and Secretary
<PAGE>
