Rockwell Receives IRS Ruling for Spin-Off of its Semiconductor Systems Business

Business Wire, Nov 2, 1998

COSTA MESA, Calif.--(BUSINESS WIRE)--Nov. 2, 1998--Rockwell International Corporation (NYSE:ROK) today announced that it had received a ruling from the Internal Revenue Service that the spin-off of Rockwell's Semiconductor Systems business will be tax-free to Rockwell shareowners.

As previously announced, the distribution of shares of Rockwell Semiconductor Systems, Inc., the independent semiconductor company that will own and operate Rockwell's Semiconductor Systems business, is expected to be made on Dec. 31, to holders of record of Rockwell common stock on a record date to be established by the Rockwell board of directors. Application is being made for approval of trading and quotation of shares of the new Semiconductor Systems company on the NASDAQ National Market.

The new Semiconductor Systems company, to be based in Newport Beach, Calif., is a well-established player in the communications semiconductor industry and will begin operations as a $1.2 billion leading supplier of chipsets and other products for the communications semiconductor market. The foundation of this new company is its world-class ability to provide digital communications solutions for use in analog networks. This capability, which the company calls mixed-signal computing, bridges the gap between the analog and digital worlds to enable the next generation of communications and media processing. The company applies its core technology strengths across five strategically interrelated product platforms and market segments in digital infotainment, network access, personal computing, personal imaging, and wireless communications.

Rockwell (http://www.rockwell.com) is a global electronic controls and communications company with leadership positions in industrial automation, avionics and communications, and electronic commerce. After the distribution, Rockwell's continuing businesses will have projected fiscal 1998 sales of approximately $7 billion and 38,000 employees.