SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from: NOT APPLICABLE
Commission File No. 1-971
HONEYWELL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0415010
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Honeywell Plaza, Minneapolis, Minnesota 55408
(Address of principal executive offices) (Zip Code)
(612) 951-1000
(Registrant's telephone number, including area code)
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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
As of March 30, 1997, the number of shares outstanding of the registrant's
common stock, $1.50 par value, was 127,119,169.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INCOME STATEMENT
Honeywell Inc. and Subsidiaries
(Unaudited)
First Quarter Ended
------------------------
March 30, March 31,
(Dollars in Millions Except Per Share Amounts) 1997 1996
- -------------------------------------------------------------------------
SALES $1,685.7 $1,619.5
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COSTS AND EXPENSES
Cost of sales 1,149.7 1,109.0
Research and development 93.2 85.1
Selling, general and administrative 310.7 309.3
Interest - net 18.6 17.1
Equity (income) loss (1.1) 0.3
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1,571.1 1,520.8
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INCOME BEFORE INCOME TAXES 114.6 98.7
PROVISION FOR INCOME TAXES 39.0 33.6
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NET INCOME $75.6 $65.1
======= =======
EARNINGS PER COMMON SHARE $0.60 $0.51
======== ========
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 126,782,640 126,851,136
STATEMENT OF CASH FLOWS
Honeywell Inc. and Subsidiaries
(Unaudited)
Three Months Ended
--------------------------------
(Dollars in Millions) March 30, 1997 March 31, 1996
-------------- --------------
Cash Flows from Operating Activities
Net income $ 75.6 $ 65.1
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation 58.5 54.2
Amortization of intangibles 15.8 11.0
Deferred income taxes 1.9 0.2
Equity (income) loss, net of dividends received (1.1) 0.6
(Gain) loss on sale of assets (0.4) 0.1
Contributions to employee stock plans 15.6 11.5
Decrease in receivables 92.9 65.2
Increase in inventories (65.0) (36.2)
Decrease in accounts payable (132.9) (71.2)
Increase (decrease) in accrued income taxes and interest (66.1) 3.7
Other changes in working capital, excluding
short-term investments and short-term debt 85.8 (32.6)
Other noncurrent items - net (64.5) 3.5
------ ------
Net cash flows from operating activities 16.1 75.1
------ ------
Cash Flows from Investing Activities
Proceeds from sale of assets 1.5 29.9
Capital expenditures (66.3) (65.0)
Investment in acquisitions, net of cash acquired (567.7) (298.3)
Decrease in short-term investments 0.3 0.1
Other - net 3.9 0.9
------ ------
Net cash flows from investing activities (628.3) (332.4)
------ ------
Cash Flows from Financing Activities
Net increase in short-term debt 63.3 167.9
Proceeds from issuance of long-term debt 574.6 -
Repayment of long-term debt (94.8) (0.3)
Proceeds from issuance of preferred shares of subsidiary 121.3 -
Purchase of treasury stock (0.7) (64.3)
Proceeds from exercise of stock options 16.0 24.5
Dividends paid (33.5) (33.1)
------ ------
Net cash flows from financing activities 646.2 94.7
------ ------
Effect of Exchange Rate Changes on Cash (9.0) (4.8)
------ ------
Increase (decrease) in Cash and Cash Equivalents 25.0 (167.4)
Cash and Cash Equivalents at Beginning of Year 127.1 291.6
------ ------
Cash and Cash Equivalents at End of Three Months $152.1 $124.2
====== ======
STATEMENT OF FINANCIAL POSITION
Honeywell Inc. and Subsidiaries
(Unaudited)
(Dollars in Millions) March 30, 1997 December 31, 1996
-------------- -----------------
ASSETS
Current Assets
Cash and cash equivalents $ 152.1 $ 127.1
Short-term investments 8.1 8.6
Receivables (less allowance for doubtful accounts:
1997, $37.4; 1996, $33.5) 1,669.9 1,714.7
Inventories (less progress billing on uncompleted
contracts: 1997, $63.6; 1996, $60.7) 1,031.7 937.6
Deferred income taxes 201.4 193.2
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3,063.2 2,981.2
Investments and Advances 237.3 247.6
Property, Plant and Equipment
Property, plant and equipment 3,098.4 2,973.6
Less accumulated depreciation 1,910.9 1,839.4
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1,187.5 1,134.2
Other Assets
Long-term receivables (less allowance for doubtful accounts:
1997, $0.7; 1996, $0.7) 46.1 25.7
Intangible assets 1,154.3 690.9
Deferred income taxes 33.9 33.0
Other 435.9 380.7
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Total Assets $6,158.2 $5,493.3
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 227.2 $ 252.4
Accounts payable 452.5 584.8
Customer advances 244.4 202.0
Accrued income taxes 232.5 316.9
Deferred income taxes 19.1 21.9
Other accrued liabilities 840.9 688.9
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2,016.6 2,066.9
Long-Term Debt 1,287.8 715.3
Deferred Income Taxes 49.0 46.0
Other Liabilities 572.9 460.2
STOCKHOLDERS' EQUITY
Common stock - $1.50 par value
Authorized - 250,000,000 shares
Issued - 1997 - 187,732,634 shares 281.6
1996 - 187,809,512 shares 281.7
Additional paid-in capital 559.4 528.8
Retained earnings 3,116.2 3,074.7
Treasury stock - 1997 - 60,613,465 shares (1,749.5)
1996 - 61,360,813 shares (1,763.5)
Accumulated foreign currency translation 29.2 88.2
Pension liability adjustment (5.0) (5.0)
------- -------
2,231.9 2,204.9
Total Liabilities and Stockholders' Equity $6,158.2 $5,493.3
======= =======
NOTES TO FINANCIAL STATEMENTS
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
(1) The financial information and statements of companies owned 20 percent to
50 percent, accounted for using the equity method, are omitted pursuant to
Rule 10-01 of Regulation S-X.
(2) Interest consists of the following:
First Quarter
-------------
1997 1996
---- ----
Interest expense $20.9 $20.0
Interest income (2.3) (3.8)
---- ----
Total $18.6 $17.1
==== ====
Interest paid amounted to $11.4 and $12.2 for the first quarters of 1997
and 1996, respectively.
(3) Income tax provisions for interim periods are based on estimated effective
annual income tax rates. Income tax expense varies from the normal U.S.
statutory tax rate primarily because of state taxes and variations in the
tax rates on foreign source income. While a portion of the annual tax
provisions will be deferred income taxes, it is not practicable to
determine the amount or composition of deferred income taxes for interim
periods. Income taxes paid, net of refunds received, amounted to $112.0
and $19.1 for the first quarters of 1997 and 1996 respectively. The
increase for 1997 over 1996 first quarter income tax payments is
attributable to settlement and payment of prior year audits and current
year income tax payments.
(4) Dividends per share of common stock were $.27 and $.26 for the first
quarters of 1997 and 1996 respectively.
(5) Inventories consist of the following:
March 30, December 31,
1997 1996
--------- ------------
Finished goods $ 414.8 $ 386.5
Inventories related to long-term contracts 138.6 122.7
Work in progress 200.8 185.8
Raw materials and supplies 277.5 242.6
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Total $1,031.7 $ 937.6
======= =======
(6) Litton Litigation.
On March 13, 1990, Litton Systems, Inc. filed suit against Honeywell in
U.S. District Court, Central District of California, alleging patent
infringement relating to a process used by Honeywell to coat mirrors
incorporated in its ring laser gyroscopes; intentional interference by
Honeywell with Litton's prospective advantage with customers and with its
contractual relationships with Ojai Research, Inc.; and attempted
monopolization and predatory pricing by Honeywell in certain alleged
markets for products containing ring laser gyroscopes. Honeywell denied
Litton's allegations; contested both the validity and infringement of the
patent; and alleged that the patent had been obtained by Litton's
inequitable conduct before the United States Patent and Trademark Office.
U.S. District Court Judge Mariana Pfaelzer presided over the first trial of
the patent and two state tort claims and on August 31, 1993, a jury
returned a verdict in favor of Litton and awarded damages against Honeywell
in the amount of $1.2 billion for these claims. On January 9, 1995, the
trial court set aside the jury verdict and damage award, ruling, among
other things, that the Litton patent was unenforceable and invalid. The
trial court also ruled that if its rulings were vacated or reversed on
appeal, Honeywell would be granted a new trial on the issue of damages
because the jury's award was inconsistent with the clear weight of the
evidence and based upon a speculative damage study.
Litton appealed to the U.S. Court of Appeals for the Federal Circuit, and
on July 3, 1996, a three judge panel of that court overruled the trial
court's rulings of patent invalidity, unenforceability and non-
infringement, and also found Honeywell liable under Litton's state tort
claims. However, the panel upheld the trial court's ruling that Honeywell
is entitled to a new trial for damages on all claims, as well as its
granting to Honeywell of certain intervening patent rights. Honeywell
requested a rehearing by the full U.S.Court of Appeals, which was denied on
September 11, 1996. On November 26, 1996, Honeywell petitioned the U.S.
Supreme Court for review of the panel's decision. In the interim, Litton
filed a motion with the trial court seeking injunctive relief, which was
denied on December 23, 1996.
On March 17, 1997, the U.S. Supreme Court granted Honeywell's petition for
certiorari in the patent/tort case and vacated the July 3, 1996 decision of
the U.S. Court of Appeals. The case was remanded to the U.S. Court of
Appeals for reconsideration in light of the U.S. Supreme Court's recent
decision in the WARNER-JENKINSON V. HILTON DAVIS case which refined the law
concerning patent infringement under the doctrine of equivalents. At a
hearing held March 31, 1997, on intervening rights, Judge Pfaelzer
indicated that the retrial of the patent and tort damages would not
commence on May 6, 1997, as previously scheduled, because the trial court
will lose jurisdiction while these appellate matters are before the U.S.
Court of Appeals. The appellate briefing and argument schedule has not yet
been established, and a final decision by the U.S. Court of Appeals is not
expected for several months. On March 21, 1997 Litton filed a notice of
appeal of the trial court's December 23, 1996 decision to deny injunctive
relief.
In preparing for the retrial of patent and tort damages, Litton submitted a
revised damage study to the trial court on February 7, 1997, seeking
damages as high as $1.9 billion. Honeywell believes that Litton's damage
studies remain flawed and speculative for a number of reasons. Although it
is not possible to predict the verdict of the jury in the upcoming trial,
and such verdict could result in an award which is material, Honeywell
believes that any award should be based on a royalty which reasonably
reflects the value of the mirror coating process, and that such an award
would not be material to Honeywell's financial position or results of
operations.
The first jury trial for the antitrust case did not begin until November
20, 1995, but also was held before Judge Pfaelzer. The trial court
dismissed, for failure of proof, Litton's contentions that Honeywell
engaged in below-cost predatory pricing, illegal tying and bundling,
misrepresentation and disparagement, and an illegal acquisition of Sperry
Avionics in 1986. On February 2, 1996, the case was submitted to the jury
on claims of monopolization and attempt to monopolize, both based on the
remaining allegations that Honeywell entered into certain long-term
exclusive dealing and penalty arrangements with aircraft manufacturers and
airlines to exclude Litton from the commercial aircraft market, and that
Honeywell failed to provide Litton with access to certain proprietary
software. On February 29, 1996, the jury returned a $234 million single
damages verdict against Honeywell for the monopolization claim, which would
have been automatically trebled. On March 1, 1996, the jury indicated that
it was unable to reach a verdict on damages for the attempted
monopolization claim, and a mistrial was declared on that claim. Following
the verdict, Honeywell filed a Motion for Judgment as a Matter of Law and a
Motion for a New Trial, contending that the jury's partial verdict should
be overturned because Litton (i) failed to prove essential elements of
liability and (ii) failed to submit competent evidence to support its claim
for damages by offering only a speculative, all-or-nothing $298.5 million
damage study. Litton filed a Motion for Injunctive Relief and a Motion for
Entry of Judgment.
On July 24, 1996, the trial court denied Honeywell's Motion for Judgment as
a Matter of Law, but concluded that Litton's damage study was seriously
flawed and granted Honeywell a retrial on damages only. The court also
denied Litton's Motion for Injunctive Relief and Litton's Motion for Entry
of Judgment. No date has been set for the retrial of antitrust damages.
Honeywell believes there are questions concerning what conduct the original
jury found anti-competitive that may give rise to damages in a retrial, and
consequently a damages retrial should also require a retrial of liability
issues in some respects. Following the damages retrial, Honeywell will
have the right to appeal both the liability and damages verdicts to the
U.S. Court of Appeals for the Ninth Circuit. No provision has been made in
the financial statements with respect to this contingent antitrust
liability. Honeywell further believes that it is inappropriate for Litton
to seek duplicative recovery of damages in the separate patent and tort,
and antitrust cases, and that eventually none will be permitted to stand.
In the fall of 1996, Litton and Honeywell commenced court ordered mediation
of the patent, tort and antitrust claims. No resolution of claims has
occurred and the mediation is currently in recess.
(7) As of March 30, 1997, Honeywell had reserved 6,739,071 shares of common
stock for the issuance of shares in connection with stock option and stock
bonus plans.
(8) On February 27, 1997, Honeywell established Kenwood Properties Inc., a
wholly-owned real estate investment trust subsidiary (`REIT'). The REIT
issued 125,000 shares of $1,000 par value step down preferred stock to
accredited investors. The step down preferred shares are shown on the
consolidated statement of financial position as minority interest which is
included in other liabilities. In the statement of cash flows, the minority
interest is included in the financing section as proceeds from the issuance
of preferred shares of subsidiary.
(9) On March 12, 1997, Honeywell issued $550 million of long-term debt through
an underwritten offering with maturities of five and ten years. Honeywell
subsequently entered into interest rate swap agreements effectively
converting $450 million of this debt from fixed-rate debt to floating-rate
debt.
(10) On March 7, 1997, Honeywell acquired Measurex Corporation, for
approximately $600 million. Measurex is a supplier of computer-integrated
measurement, control and information systems and services. The acquisition
has been accounted for under the purchase method of accounting and,
accordingly, the consolidated financial statements reflect a preliminary
allocation of the purchase price to the assets, liabilities and intangibles
acquired, based upon their estimated fair values. This current allocation
of the purchase price is preliminary, pending completion of valuation
studies and other determinations of fair values presently in process. The
current allocation of the purchase price will result in goodwill of
approximately $475 million which will be amortized on a straight-line basis
over 25 years.
In connection with the acquisition, Honeywell assumed approximately 1.8
million options to purchase Measurex common stock and converted such
options to Honeywell options to acquire approximately 517,000 shares of
Honeywell stock with an average exercise price of $55.03 and a range of
exercise prices from $50.94 to $72.85. The value of the options assumed is
included in the purchase price and as a component of stockholders equity in
the consolidated financial statements. Proceeds from the debt issuance
described in Note 9 were used to partially fund the acquisition of Measurex
Corporation.
(11) The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No.128 `Earnings Per Share,' which is
effective for financial statements for both interim and annual periods
ending after December 15, 1997. Early adoption of the statement is not
permitted. If the statement would have been applied to earnings for the
first quarter of 1997, the Basic and Diluted Earnings Per Share would have
been $0.60 and $0.59, respectively.
(12) The amounts set forth in this quarterly report are unaudited but, in the
opinion of the registrant, include all adjustments necessary for a fair
presentation of the results of operations for the three-month periods ended
March 30, 1997 and March 31, 1996, respectively. Honeywell's accounting
policies are described in the notes to financial statements in its 1996
Annual Report on Form 10-K. Certain amounts in prior year's statement of
financial position have been reclassified to conform to the current year
presentation.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
- ---------------------
Net income in the first quarter of 1997 was $75.6 million ($0.60 per share)
compared with $65.1 million ($0.51 per share) in the first quarter of 1996.
Earnings per share increased 18 percent over the previous year's results.
Worldwide sales increased 4 percent to $1.686 billion in the first quarter of
1997, compared with $1.620 billion in 1996. Operating profit margins improved
40 basis points to 9.3 percent in 1997 from 8.9 percent in 1996 primarily as a
result of improvements in Space and Aviation Control. Orders increased 11
percent and backlogs improved in all three businesses. Translation of the U.S.
dollar had approximately a 1-2 percent negative effect on sales and orders and
minimal effect on profits.
Home and Building Control sales increased 6 percent and operating profit
increased 10 basis points to 7.9 percent for the first quarter of 1997. Orders
increased 10 percent compared with first quarter 1996. In this first quarter,
Home and Building Control landed key energy retrofit contracts totaling in
excess of $20 million with the Dallas Public Schools and Caterpillar. Boeing
also selected Honeywell as its energy services strategic partner. Honeywell
will retrofit solutions to improve the energy and operating efficiency of Boeing
facilities. Home Control sales and operating profit were up sharply led by
consumer products. Orders were up moderately excluding Duracraft with sharp
growth in Europe and moderate growth in Asia Pacific. Honeywell completed the
acquisitions of AR Classe, a Portugal building services company, and Anjou
Securite, a security business in France. These acquisitions will enhance
Honeywell's worldwide Home and Building Solutions portfolio. Home Control is
experiencing solid gains in both the OEM and distribution businesses in North
America and Europe. Building Control orders for the quarter were flat, with
North American orders down moderately, Europe up sharply, and Asia Pacific
showing modest growth. Energy retrofit orders grew at double-digit rates
worldwide with strength in the schools and industrial vertical markets. Sales
were down slightly as longer construction cycle projects affected revenue
recognition. Profits were up modestly with continued improvement in the
solutions businesses.
Industrial Control sales increased to $520.8 million, up 4 percent from $501.9
million during first quarter last year. Operating profit was $45.0 million
compared with $50.0 million the previous year. The first quarter operating
profit includes certain expenses associated with the integration of Measurex and
related North American productivity improvement initiatives. Orders increased 4
percent for the quarter compared with 1996. Industrial Automation and Control
sales increased moderately, but operating profits were down sharply compared
with last year due to certain costs associated with the Measurex transaction and
related productivity initiatives such as the North American Field Organization
consolidation from five regions to three. Profitability was also affected in
the quarter by accelerated R&D investments for a variety of TotalPlant Solutions
(`TPS') products and applications such as the integration of the real-time data
base applications of InterPlant Consulting Inc. of Calgary, Alberta, Canada, a
company purchased by Honeywell in the first quarter of 1997. Market reception
for the new TPS system remains strong worldwide. Through March, we have shipped
over 1200 TPS/Global User Stations. Industrial Control also acquired Measurex
Corporation of Cupertino, CA on March 7, 1997. The new company, Honeywell-
Measurex Corporation, merges strengths in automation solutions, sensors and
services, and provides new opportunities for global growth in the pulp and paper
market, as well as other flat sheet process industries such as plastics and
steel. Honeywell is currently in the process of allocating the purchase price of
Measurex to the assets acquired and liabilities assumed based on their estimated
fair value as of the date of acquisition and expects to finalize the allocation
in the second or third quarter of 1997. Sensing and Control sales declined
slightly while operating profits were up sharply. Earnings were positively
affected by the mix of higher margin electromechanical products as well as
improvement in the industrial distribution business.
Space and Aviation Control orders were up 19 percent and sales increased 2
percent. Operating profit increased 33 percent to $51.9 million, compared to
$39.1 million a year earlier. Operating margins improved from 9.8 percent to
12.7 percent. This improvement is driven by the mix of higher margin commercial
avionics which totaled nearly 60 percent of the Space and Aviation Control
business in the quarter. Orders were up sharply for Commercial Aviation, driven
by strong growth in both Air Transport and Business and Commuter Aviation.
Sales and profits also experienced sharp growth. The sales increase is driven
primarily by the increase in Air Transport deliveries which coincide with
expected 1997 build rates. The profit improvement resulted from the volume
increase in Air Transport coupled with high margin spares revenues at Business
and Commuter Aviation in the quarter. Military Avionics Systems sales were down
sharply when compared to the extraordinarily strong first quarter of 1996
partially due to the delayed timing of some key programs. Space Systems orders
were up significantly as additional contracts related to the Space Based
Infrared System were booked. Sales and operating profit decreased sharply
compared to last year's strong sales due primarily to delays in the
international portion of space station Alpha. Profits for Space Systems were
down due to low volume and project profitability.
Sales from other operations which do not correspond with Honeywell's primary
business segments, including the activities of various units such as the Solid
State Electronics and the Honeywell Technology research and development centers,
were unchanged from the first quarter of 1996 with slightly improved margins.
Financial Condition
- -------------------
Stockholders' equity increased to $2,232 million from $2,205 million at the end
of 1996. Stockholders' equity includes an increase of $42 million in retained
earnings from current year earnings net of dividends, a $59 million decrease in
the accumulated foreign currency translation balance, and a $44 million net
increase in stock balances.
Common shares outstanding increased from 126.4 million at the end of 1996 to
127.1 million. During the first three months of 1997, shares repurchased
totaled 10 thousand at a cost of $0.7 million. Shares issued through stock
option and stock bonus plans totaled 0.7 million shares and yielded $16 million
in proceeds. Shares attributable to stock options assumed by Honeywell as part
of the Measurex acquisition were 0.5 million.
Debt as a percentage of total capital at the end of the first quarter was 40.4
percent compared with 30.5 percent at the end of 1996. Total debt increased
$547 million from 1996 year end. The proceeds from the debt issuances during
the quarter were used to finance general corporate requirements, including
capital expenditures, working capital, and $568 million of acquisitions (net of
cash acquired).
During the quarter the company established Kenwood Properties Inc., a wholly-
owned real estate investment trust subsidiary, which issued preferred stock to
third party investors in exchange for $125 million.
Net cash flows used by investing activities exceeded net cash flows from
operating activities by $612 million in the first three months of 1997,
primarily due to acquisition activities and capital expenditures.
On March 30, 1997, Honeywell had $725 million of revolving committed credit
lines with 21 banks. There were no outstanding borrowings under these lines.
In addition, certain foreign units had $360 million in credit lines available at
the end of the first quarter. On April 15, 1997, Honeywell increased its
committed credit lines to $1,325 million and reduced the number of banks to 17.
Honeywell believes its available cash, committed credit lines and access to the
public debt markets through commercial paper and medium-term note programs
provide adequate short-term and long-term liquidity.
As of March 30, 1997, Honeywell's credit rating for long-term and short-term
debt were, respectively, A/A-1 by Standard and Poor's Corporation, A/Duff1 by
Duff and Phelps Credit Rating Co. and A2/P-1 by Moody's Investors Service, Inc.
Honeywell has entered into various foreign currency exchange contracts and
interest rate swaps to manage its net exposure to changes in currency and
interest rate fluctuation. At March 30, 1997, the notional amount of
outstanding foreign exchange contracts was approximately $830 million. The
amount of hedging gains and losses deferred was not material at March 30, 1997.
The notional amount of outstanding interest rate swaps was $1,020 million at
March 30, 1997.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As previously reported in Item 3. `Legal Proceedings' of Part I of
Honeywell's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, Honeywell is a defendant in a lawsuit filed by
Litton Systems, Inc. alleging patent infringement relating to the
process used by Honeywell to coat mirrors incorporated in its ring
laser gyroscopes; attempted monopolization by Honeywell of certain
alleged markets for products containing ring laser gyroscopes; and
intentional interference by Honeywell with Litton's prospective
advantage in European markets and with its contractual relationships
with Ojai Research, Inc., a California corporation.
The information reported in Note (6) to the Financial Statements set
forth in Item 1 of Part I of this report with respect to recent
developments in this litigation is incorporated by reference into this
Item 1.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(11) Computation of Earnings Per Share.
(12) Computation of Ratio of Earnings to Fixed Charges.
(27) Financial Data Schedule.
(99)(i) Cautionary Statements For Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform
Act of 1995
(99)(ii) Credit Agreement Dated as of April 15, 1997
(b) Reports on form 8-K:
(i) Report dated March 7, 1997, regarding the registrant's
acquisition of Measurex Corporation.
(ii) Report dated March 17, 1997, regarding recent
developments in litigation filed against the registrant
by Litton Systems, Inc.
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.
HONEYWELL INC.
Date: May 14, 1997 By: /s/ E. D. Grayson
------------------------------------
E. D. Grayson
Vice President and General Counsel
Date: May 14, 1997 By: /s/ P. M. Palazzari
------------------------------------
P. M. Palazzari
Vice President and Controller
(Chief Accounting Officer)
INDEX TO EXHIBITS
Exhibit No. Page No.
- ---------- -------
11 Computation of Earnings Per Share i
12 Computation of Ratio of Earnings to Fixed Charges ii
27 Financial Data Schedule iii
99(i) Cautionary Statements For Purposes of the Safe Harbor iv
Provisions of the Private Securities Litigation Reform
Act of 1995
99(ii) Credit Agreement Dated as of April 15, 1997 vi