Summary
This 8-K filing from Rockwell International Corporation (now Rockwell Automation) on July 11, 2001, primarily details the completion of the spin-off of its Avionics & Communications business, which began operating as an independent entity, Rockwell Collins, Inc., on June 30, 2001. The distribution of Rockwell Collins' shares to Rockwell International shareholders was a tax-free event for U.S. federal income tax purposes. This strategic move aimed to separate the businesses, allowing each to focus on its respective markets and pursue independent growth strategies. The filing also includes unaudited pro forma condensed consolidated financial information for Rockwell International, reflecting the financial impact of this significant divestiture. Investors should note the substantial reduction in assets and equity, as well as the corresponding decrease in revenues and earnings, to reflect the absence of the divested Avionics & Communications segment and the retained equity method investment in Rockwell Science Center. This information is crucial for understanding the company's historical performance and its ongoing operational structure post-spin-off.
Key Highlights
- 1Rockwell International Corporation completed the spin-off of its Avionics and Communications business as Rockwell Collins, Inc. on June 29, 2001.
- 2Rockwell Collins began operating as an independent, publicly-traded company on June 30, 2001.
- 3The spin-off was structured as a distribution of Rockwell Collins' common stock to Rockwell International shareholders, with shareholders receiving one share of Rockwell Collins for each share of Rockwell International held.
- 4The distribution was designed to be tax-free to Rockwell International's shareholders for U.S. federal income tax purposes.
- 5The filing includes unaudited pro forma condensed consolidated financial information for Rockwell International, showing the impact of the spin-off on its financial position and results of operations.
- 6Key agreements such as the Distribution Agreement, Employee Matters Agreement, and Tax Allocation Agreement were entered into between Rockwell International, Rockwell Collins, and Rockwell Scientific Company LLC.
- 7Rockwell International will retain a 50% investment interest in Rockwell Science Center, accounted for under the equity method, following the spin-off.