SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [ X ] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1996 OR [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to ---------------------- ------------------- Commission File Numbers: 33-44284 and 33-59359 A. Full title of the plan and address of the plan, if different from that of the issuer named below: HONEYWELL INVESTMENT PLUS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: HONEYWELL INC. Honeywell Plaza Minneapolis, Minnesota 55408 Included herewith and set forth on pages 2 to 10 hereof are the Honeywell Investment Plus Plan Financial Statements for the Years Ended December 31, 1996 and 1995 and Supplemental Schedules for the Year Ended December 31, 1996 prepared by the firm of Deloitte & Touche LLP, Independent Auditors. INVESTMENT PLUS PLAN OF HONEYWELL INC. FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 AND INDEPENDENT AUDITORS' REPORT INVESTMENT PLUS PLAN OF HONEYWELL INC. TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits, December 31, 1996 and 1995 2-3 Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 1996 and 1995 4-5 Notes to Financial Statements 6 INDEPENDENT AUDITORS' REPORT Investment Plus Plan of Honeywell Inc. We have audited the accompanying financial statements of Investment Plus Plan of Honeywell, Inc. (the Plan) as of December 31, 1996 and 1995 and for the years then ended, listed in the foregoing Table of Contents. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the accompanying financial statements present fairly, in all material respects, the net assets available for benefits as of December 31, 1996 and 1995 and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund is presented for the purpose of additional analysis of the basic financial statements, rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the individual funds. It is not a required part of the basic financial statements. This supplemental information by fund is the responsibility of the Plan's management. Such supplemental information by fund has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Minneapolis, Minnesota June 20, 1997 INVESTMENT PLUS PLAN OF HONEYWELL INC. STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 (AMOUNTS IN THOUSANDS) - -------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------------------------- GOVERNMENT SHORT-TERM COMBINED INCOME BOND BONDS STOCKS S&P TOTAL FUND FUND PLUS FUND PLUS FUND 500 FUND ASSETS: Investment in Master Trusts $ 1,912,127 $ 351,210 $ 14,091 $ 37,137 $ 296,511 $ 403,315 Investment at First Trust 15,508 Contributions receivable 8,533 132 10 22 151 202 Other receivables 3,411 3,211 17 76 98 ----------- --------- -------- -------- --------- --------- Total assets 1,939,579 354,553 14,101 37,176 296,738 403,615 LIABILITIES: Administration fees payable 232 65 6 12 63 86 Other payables 3,004 2,738 26 89 5 ----------- --------- -------- -------- --------- --------- Total liabilities 3,236 2,803 6 38 152 91 ----------- --------- -------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 1,936,343 $ 351,750 $ 14,095 $ 37,138 $ 296,586 $ 403,524 ----------- --------- -------- -------- --------- --------- ----------- --------- -------- -------- --------- --------- SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------------------- HONEYWELL UNITED COLUMBIA VANGUARD STOCK INCOME JANUS TEMPLETON SPECIAL WORLD FUND FUND FUND FUND FUND FUND ASSETS: Investment in Master Trusts $ 439,471 $ 23,146 $ 56,012 $ 7,865 $ 48,885 $ 40,842 Investment at First Trust Contributions receivable 7,717 21 55 8 50 45 Other receivables 3 6 ----------- --------- -------- -------- --------- --------- Total assets 447,191 23,167 56,067 7,873 48,935 40,893 LIABILITIES: Administration fees payable Other payables 2 12 7 18 28 1 ----------- --------- -------- -------- --------- --------- Total liabilities 2 12 7 18 28 1 ----------- --------- -------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 447,189 $ 23,155 $ 56,060 $ 7,855 $ 48,907 $ 40,892 ----------- --------- -------- -------- --------- --------- ----------- --------- -------- -------- --------- --------- SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------------------- T. ROWE T. ROWE T. ROWE PRICE PRICE PRICE INTER- SMALL EQUITY NATIONAL CAP VALUE INCOME ISOLATED PARTICIPANT FUND FUND FUND FUNDS LOANS ASSETS: Investment in Master Trusts $ 61,503 $ 38,140 $ 58,530 $ 35,469 Investment at First Trust $ 15,508 Contributions receivable 40 34 46 Other receivables ----------- --------- -------- -------- --------- Total assets 61,543 38,174 58,576 15,508 35,469 LIABILITIES: Administration fees payable Other payables 52 12 14 ----------- --------- -------- -------- --------- Total liabilities 52 12 14 ----------- --------- -------- -------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 61,491 $ 38,162 $ 58,562 $ 15,508 $ 35,469 ----------- --------- -------- -------- --------- ----------- --------- -------- -------- --------- See accompanying notes to financial statements. 2 INVESTMENT PLUS PLAN OF HONEYWELL INC. STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 (AMOUNTS IN THOUSANDS) - -------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION BY FUND -------------------------------------------------------------------------- GOVERNMENT SHORT-TERM COMBINED INCOME BOND BONDS STOCKS S&P TOTAL FUND FUND PLUS FUND PLUS FUND 500 FUND ASSETS: Investment in Master Trusts $ 1,491,883 $ 337,213 $ 14,060 $ 26,505 $ 262,816 $ 306,066 Investment at First Trust 17,558 Contributions receivable 7,753 159 12 25 166 182 Other receivables 3,310 3,115 87 32 57 19 ----------- --------- -------- -------- --------- --------- Total assets 1,520,504 340,487 14,159 26,562 263,039 306,267 LIABILITIES: Administration fees payable 221 67 10 13 61 70 Other payables 3,425 3,123 92 40 156 ----------- --------- -------- -------- --------- --------- Total liabilities 3,646 3,190 102 53 217 70 ----------- --------- -------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 1,516,858 $ 337,297 $ 14,057 $ 26,509 $ 262,822 $ 306,197 ----------- --------- -------- -------- --------- --------- ----------- --------- -------- -------- --------- --------- SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------------------- SCUDDER HONEYWELL UNITED COLUMBIA VANGUARD INTER- STOCK INCOME JANUS SPECIAL WORLD NATIONAL FUND FUND FUND FUND FUND FUND ASSETS: Investment in Master Trusts $ 295,310 $ 18,088 $ 37,057 $ 37,183 $ 19,279 $ 15,031 Investment at First Trust Contributions receivable 6,978 19 42 38 28 13 Other receivables ----------- --------- -------- -------- --------- --------- Total assets 302,288 18,107 37,099 37,221 19,307 15,044 LIABILITIES: Administration fees payable Other payables 7 2 2 2 ----------- -------- -------- --------- Total liabilities 7 2 2 2 ----------- --------- -------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 302,281 $ 18,107 $ 37,097 $ 37,219 $ 19,307 $ 15,042 ----------- --------- -------- -------- --------- --------- ----------- --------- -------- -------- --------- --------- SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------------------- T. ROWE T. ROWE T. ROWE PRICE PRICE PRICE INTER- SMALL EQUITY NATIONAL CAP VALUE INCOME ISOLATED PARTICIPANT FUND FUND FUND FUNDS LOANS ASSETS: Investment in Master Trusts $ 38,279 $ 21,659 $ 34,458 $ 28,879 Investment at First Trust $ 17,558 Contributions receivable 35 21 35 Other receivables ----------- --------- -------- -------- --------- Total assets 38,314 21,680 34,493 17,558 28,879 LIABILITIES: Administration fees payable Other payables 1 ----------- Total liabilities 1 ----------- --------- -------- -------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 38,313 $ 21,680 $ 34,493 $ 17,558 $ 28,879 ----------- --------- -------- -------- --------- ----------- --------- -------- -------- --------- See accompanying notes to financial statements. 3 INVESTMENT PLUS PLAN OF HONEYWELL INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1996 (AMOUNTS IN THOUSANDS) SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------------------------- GOVERNMENT SHORT-TERM COMBINED INCOME BOND BONDS STOCKS S&P TOTAL FUND FUND PLUS FUND PLUS FUND 500 FUND NET INVESTMENT INCOME IN MASTER TRUSTS $ 296,701 $ 16,828 $ 605 $ 2,899 $ 38,705 $ 71,854 CONTRIBUTIONS: Employer contributions 27,018 Rollover contributions 8,627 571 184 391 664 1,121 Employee pretax contributions 81,100 9,240 1,138 2,691 14,546 18,680 ----------- --------- -------- -------- --------- --------- Total contributions 116,745 9,811 1,322 3,082 15,210 19,801 TRANSFERS (TO) FROM OTHER FUNDS (13,511) (1,484) 4,362 (19,717) (1,510) ----------- --------- -------- -------- --------- --------- TOTAL INVESTMENT INCOME, CONTRIBUTIONS, AND TRANSFERS 413,446 13,128 443 10,343 34,198 90,145 LOANS: Repayments 2,927 185 376 2,813 3,766 Distributions (4,314) (192) (365) (3,504) (4,233) DISTRIBUTIONS TO PARTICIPANTS (77,249) (23,021) (889) (1,420) (13,193) (13,644) TRUSTEES' AND ADMINI- STRATIVE FEES (2,003) (478) (41) (70) (433) (545) MERGER FROM RSP 85,291 26,211 532 1,765 13,883 21,838 ----------- --------- -------- -------- --------- --------- INCREASE (DECREASE) IN NET ASSETS 419,485 14,453 38 10,629 33,764 97,327 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 1,516,858 337,297 14,057 26,509 262,822 306,197 ----------- --------- -------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 1,936,343 $ 351,750 $ 14,095 $ 37,138 $ 296,586 $ 403,524 ----------- --------- -------- -------- --------- --------- ----------- --------- -------- -------- --------- --------- SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------------------- HONEYWELL UNITED COLUMBIA VANGUARD STOCK INCOME JANUS TEMPLETON SPECIAL WORLD FUND FUND FUND FUND FUND FUND NET INVESTMENT INCOME IN MASTER TRUSTS $ 116,575 $ 3,719 $ 8,043 $ 725 $ 4,930 $ 6,524 CONTRIBUTIONS: Employer contributions 27,018 Rollover contributions 960 247 933 50 589 662 Employee pretax contributions 9,372 1,691 4,573 286 4,288 3,235 ----------- --------- -------- -------- --------- --------- Total contributions 37,350 1,938 5,506 336 4,877 3,897 TRANSFERS (TO) FROM OTHER FUNDS (1,037) (837) 5,536 6,719 1,875 10,613 ----------- --------- -------- -------- --------- --------- TOTAL INVESTMENT INCOME, CONTRIBUTIONS, AND TRANSFERS 152,888 4,820 19,085 7,780 11,682 21,034 LOANS: Repayments 1,963 320 631 46 714 558 Distributions (2,535) (218) (578) (44) (664) (432) DISTRIBUTIONS TO PARTICIPANTS (14,333) (615) (1,881) (109) (1,497) (760) TRUSTEES' AND ADMINI- STRATIVE FEES (246) (14) (32) (33) (19) MERGER FROM RSP 7,171 755 1,738 182 1,486 1,204 ----------- --------- -------- -------- --------- --------- INCREASE (DECREASE) IN NET ASSETS 144,908 5,048 18,963 7,855 11,688 21,585 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 302,281 18,107 37,097 37,219 19,307 ----------- --------- -------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 447,189 $ 23,155 $ 56,060 $ 7,855 $ 48,907 $ 40,892 ----------- --------- -------- -------- --------- --------- ----------- --------- -------- -------- --------- --------- SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------------------- T. ROWE T. ROWE T. ROWE PRICE PRICE SCUDDER PRICE SMALL CAP EQUITY INTERNATIONAL INTERNATIONAL VALUE INCOME ISOLATED PARTICIPANT FUND FUND FUND FUND FUNDS LOANS NET INVESTMENT INCOME IN MASTER TRUSTS $ 1,136 $ 7,208 $ 6,414 $ 8,534 $ 2,002 CONTRIBUTIONS: Employer contributions Rollover contributions 2 362 405 1,486 Employee pretax contributions 559 4,128 2,871 3,800 2 ----------- --------- -------- -------- --------- Total contributions 561 4,490 3,276 5,286 2 TRANSFERS (TO) FROM OTHER FUNDS (16,411) 11,863 7,070 9,472 $ 3,003 ----------- --------- -------- -------- --------- --------- TOTAL INVESTMENT INCOME, CONTRIBUTIONS, AND TRANSFERS (14,714) 23,561 16,760 23,292 (3,003) 2,004 LOANS: Repayments 90 707 398 606 (16,100) Distributions (98) (695) (359) (538) 18,769 DISTRIBUTIONS TO PARTICIPANTS (315) (2,583) (1,244) (1,695) (50) TRUSTEES' AND ADMINI- STRATIVE FEES (5) (36) (20) (31) MERGER FROM RSP 2,224 947 2,435 1,003 1,917 ----------- --------- -------- -------- --------- --------- INCREASE (DECREASE) IN NET ASSETS (15,042) 23,178 16,482 24,069 (2,050) 6,590 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 15,042 38,313 21,680 34,493 17,558 28,879 ----------- --------- -------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ - $ 61,491 $ 38,162 $ 58,562 $ 15,508 $ 35,469 ----------- --------- -------- -------- --------- --------- ----------- --------- -------- -------- --------- --------- See accompanying notes to financial statements. 4 INVESTMENT PLUS PLAN OF HONEYWELL INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1995 (AMOUNTS IN THOUSANDS) - -------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION BY FUND -------------------------------------------------------------------------- GOVERNMENT SHORT-TERM COMBINED INCOME BOND BONDS STOCKS S&P TOTAL FUND FUND PLUS FUND PLUS FUND 500 FUND NET INVESTMENT INCOME IN MASTER TRUSTS $ 306,824 $ 17,927 $ 1,364 $ 4,332 $ 55,738 $ 81,536 CONTRIBUTIONS: Employer contributions 23,705 Employee pretax contributions 74,495 12,334 1,237 2,374 15,345 16,471 Rollover contributions 3,149 288 149 219 237 438 ----------- --------- --------- -------- --------- --------- Total contributions 101,349 12,622 1,386 2,593 15,582 16,909 TRANSFERS FROM (TO) OTHER FUNDS 49,845 2,160 3,842 (17,771) 4,768 TRANSFERS FROM OTHER PLANS 75 31 2 1 8 6 ----------- --------- --------- -------- --------- --------- TOTAL INVESTMENT INCOME, CONTRIBU- TIONS, AND TRANSFERS 408,248 80,425 4,912 10,768 53,557 103,219 LOANS: Repayments 3,016 167 381 2,954 3,135 Distributions (4,487) (142) (331) (3,566) (3,818) DISTRIBUTIONS TO PARTICIPANTS (66,079) (23,076) (758) (1,049) (10,440) (10,493) TRUSTEES' AND ADMINI- STRATIVE FEES (2,232) (577) (43) (63) (485) (529) ----------- --------- --------- -------- --------- --------- INCREASE (DECREASE) IN NET ASSETS 339,937 55,301 4,136 9,706 42,020 91,514 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 1,176,921 281,996 9,921 16,803 220,802 214,683 ----------- --------- --------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 1,516,858 $ 337,297 $ 14,057 $ 26,509 $ 262,822 $ 306,197 ----------- --------- --------- -------- --------- --------- ----------- --------- --------- -------- --------- --------- SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------------------- FROZEN HONEYWELL UNITED COLUMBIA VANGUARD FIXED STOCK INCOME JANUS SPECIAL WORLD FUND FUND FUND FUND FUND FUND NET INVESTMENT INCOME IN MASTER TRUSTS $ 1,786 $ 105,573 $ 3,061 $ 7,529 $ 7,509 $ 3,073 CONTRIBUTIONS: Employer contributions 23,705 Employee pretax contributions 6 6,474 1,327 3,673 3,336 1,553 Rollover contributions 369 96 333 115 203 ----------- --------- --------- -------- --------- --------- Total contributions 6 30,548 1,423 4,006 3,451 1,756 TRANSFERS FROM (TO) OTHER FUNDS (49,577) 822 4,539 3,140 3,189 11,126 TRANSFERS FROM OTHER PLANS 6 10 1 1 1 ----------- --------- --------- -------- --------- --------- TOTAL INVESTMENT INCOME, CONTRIBU- TIONS, AND TRANSFERS (47,779) 136,953 9,024 14,675 14,150 15,956 LOANS: Repayments 1 1,480 230 481 554 226 Distributions (242) (1,809) (242) (435) (652) (240) DISTRIBUTIONS TO PARTICIPANTS (1,395) (9,320) (609) (1,594) (1,439) (398) TRUSTEES' AND ADMINI- STRATIVE FEES (73) (262) (15) (33) (33) (13) ----------- --------- --------- -------- --------- --------- INCREASE (DECREASE) IN NET ASSETS (49,488) 127,042 8,388 13,094 12,580 15,531 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 49,488 175,239 9,719 24,003 24,639 3,776 ----------- --------- --------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ - $ 302,281 $ 18,107 $ 37,097 $ 37,219 $ 19,307 ----------- --------- --------- -------- --------- --------- ----------- --------- --------- -------- --------- --------- SUPPLEMENTAL INFORMATION BY FUND --------------------------------------------------------------------------------------- T. ROWE T. ROWE T. ROWE SCUDDER PRICE PRICE PRICE INTER- INTER- SMALL EQUITY NATIONAL NATIONAL CAP VALUE INCOME ISOLATED PARTICIPANT FUND FUND FUND FUND FUNDS LOANS NET INVESTMENT INCOME IN MASTER TRUSTS $ 1,688 $ 4,079 $ 3,813 $ 7,160 $ 656 CONTRIBUTIONS: Employer contributions Employee pretax contributions 1,650 4,314 1,922 2,474 5 Rollover contributions 99 133 138 332 ----------- --------- --------- -------- --------- Total contributions 1,749 4,447 2,060 2,806 5 TRANSFERS FROM (TO) OTHER FUNDS (3,147) (13,998) 5,612 10,354 $ (14,894) (10) TRANSFERS FROM OTHER PLANS 1 1 1 5 ----------- --------- --------- -------- --------- --------- TOTAL INVESTMENT INCOME, CONTRIBU- TIONS, AND TRANSFERS 291 (5,471) 11,486 20,320 (14,894) 656 LOANS: Repayments 294 733 280 389 (14,321) Distributions (277) (646) (263) (395) 17,545 DISTRIBUTIONS TO PARTICIPANTS (1,880) (1,878) (615) (1,135) TRUSTEES' AND ADMINI- STRATIVE FEES (16) (43) (19) (28) ----------- --------- --------- -------- --------- --------- INCREASE (DECREASE) IN NET ASSETS (1,588) (7,305) 10,869 19,151 (14,894) 3,880 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 16,630 45,618 10,811 15,342 32,452 24,999 ----------- --------- --------- -------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 15,042 $ 38,313 $ 21,680 $ 34,493 $ 17,558 $ 28,879 ----------- --------- --------- -------- --------- --------- ----------- --------- --------- -------- --------- --------- See accompanying notes to financial statements. 5 INVESTMENT PLUS PLAN OF HONEYWELL INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996 AND 1995 - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The financial statements of the Investment Plus Plan of Honeywell Inc. (the Plan) are prepared under the accrual method of accounting. Contributions to the Plan are included in income in the year the contributions payable are accrued by Honeywell Inc. (the Sponsor) or paid in by plan participants. INVESTMENT VALUATION - All determinations of fair values of investments are made by the trustees and are based upon quoted prices in an active market, except unallocated insurance contracts, which are valued at their contract values, as determined by the issuing insurance companies. PAYMENT OF BENEFITS - Benefits are recorded when paid. 2. PLAN DESCRIPTION GENERAL INFORMATION - The Plan is a voluntary, tax-deferred savings plan designed to provide supplemental retirement benefits to Honeywell nonunion employees. The Honeywell Pension and Retirement Committee, as the plan administrator, designates members of the Honeywell Pension and Retirement Administrative Committee and appoints the trustees. The Honeywell Pension and Retirement Administrative Committee has authority to take actions as may be necessary for the administration of the Plan or as it is directed by the Honeywell Pension and Retirement Committee. See Note 6 for a listing of appointed trustees. CONTRIBUTIONS - The following contributions are made to the Plan: (a) The Sponsor contributes to the Plan, on behalf of the participants, various percentages of the participants' pay as elected by the participants. The maximum pretax and after-tax contribution percentages are determined by the Honeywell Pension and Retirement Committee. Participants elect their own contribution levels, subject to this maximum percentage. Contributions, including sponsor stock match contributions, are also subject to certain limitations. (b) Participants who have received distributions from other qualified plans under Section 401(a) of the Internal Revenue Code or from individual retirement plans under Sections 402 and 408 of the code may transfer (rollover) all or a part of such distribution to their accounts. (c) The Sponsor contributes between $.50 and $1.00 in Honeywell stock to the participants' Performance stock match fund account for each $1.00 the participants contribute to their pretax account. Such sponsor contribution is limited to a maximum of 4% of the participants' pay. The amount of the sponsor contribution depends upon the Sponsor's return on investment (as defined). LOANS TO PARTICIPANTS - The Plan allows participants to apply for and obtain a loan in an amount as defined in the Plan (not less than $1,000 and not greater than $50,000 or 50% of their pretax and pretax 6 rollover account balances) from the balance of their accounts. The loans can be repaid through payroll deductions over the period of 12 to 48 months or up to 180 months for the purchase of a primary residence, or they can be repaid in full at any time that is at least 6 months following the date of the loan. Interest is charged at a rate equal to prime rate plus 1%. Payments of principal and interest are credited to the participants' accounts. Also, participants may have only one outstanding loan at a time. PARTICIPATION - Each employee classified as a regular full-time or regular part-time employee of the Sponsor, except a person employed by an excluded business unit or a person employed under a collective bargaining agreement, automatically becomes a participant on the date of hire by the Sponsor or transfer into the Plan. VESTING - Participants are 100% vested in their individual accounts attributable to their contributions and become 100% vested in the portion of their accounts attributable to sponsor contributions to the stock match fund after three years of service. In the event of plan termination, the individual participants' accounts become distributable to the participants or their beneficiaries in accordance with the provisions of the Plan. FORFEITURES - All nonvested sponsor contributions are forfeited by participants when they terminate employment. Such forfeitures are used to reduce the Sponsor's subsequent contributions. INVESTMENT OPTIONS - For contributions, the Plan provides for several investment options. Individual participants choose the fund or funds in which to invest from the following funds: GOVERNMENT INCOME FUND - Invests primarily in short-term U.S. Government securities. SHORT-TERM BOND FUND - Invests in U.S. Government, mortgage, and high-quality corporate bonds with short- and intermediate-term (one - five years) maturities. BONDS PLUS FUND - Diversified among U.S. Treasury bills, high-quality intermediate- and long-term (one - ten years) bonds, and domestic stocks. STOCKS PLUS FUND - Invests in domestic stocks that make up the Standard & Poor's 500 Composite Stock Index, high-quality bonds, T. Rowe Price Foreign Equity Fund, and U.S. Treasury bills. S&P 500 FUND - Invests in stocks that make up the Standard & Poor's 500 Composite Stock Index. FROZEN FIXED INCOME FUND - Invests primarily in guaranteed investment contracts. This fund is not an option for participants in 1996. HONEYWELL STOCK FUND - Invests entirely in shares of Honeywell Inc. common stock. UNITED INCOME FUND - Invests primarily in common stocks of large, well-established companies that pay above-average dividends. The Fund also invests, to a lesser extent, in fixed income securities - both high-quality corporate bonds and U.S. Treasury obligations. JANUS FUND - Invests primarily in a combination of large, established corporations and small, rapidly emerging companies. 7 TEMPLETON FUND - A global stock fund that invests primarily in common stock of companies of any nation and not concentrated in any particular industry. COLUMBIA SPECIAL FUND - Invests primarily in smaller companies with capitalization that is less than the average for the companies included in the Standard & Poor's 500 Stock Index. VANGUARD WORLD FUND - Invests primarily in high-quality, established growth stocks of companies with exceptional earnings records, strong market positions, good financial strength, and low sensitivity to changing economic conditions. SCUDDER INTERNATIONAL FUND - Intends to diversify through foreign investments among several countries and not concentrated in any particular industry. This fund option was replaced in 1996 by the Templeton Fund. T. ROWE PRICE INTERNATIONAL STOCK FUND - Invests primarily in stocks of established companies outside the United States with proven performance records. T. ROWE PRICE SMALL CAP VALUE FUND - Invests primarily in common stocks of small, rapidly growing companies. T. ROWE PRICE EQUITY INCOME FUND - Invests primarily in common stocks of large, well-established companies that pay above-average dividends. PLAN STATUS - The Plan has received a favorable determination letter stating that the Plan was qualified under the applicable sections of the Internal Revenue Code. PLAN TERMINATION - Although it has not expressed any intent to do so, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In the event of plan termination, participants shall be 100% vested in their accounts. 3. INVESTMENT IN EXECUTIVE LIFE INSURANCE COMPANY At December 31, 1996 and 1995, the Plan's Isolated Funds primarily consisted of investments in Executive Life Insurance Company (Executive Life) guaranteed investment contracts (GICs), with approximately 1% of total net assets available for benefits for both years. In 1991, the State of California insurance commissioner seized Executive Life and placed it in a court-supervised conservatorship. Distributions had been received from the conservator totaling approximately 80% of the contract balance immediately prior to the conservatorship. As of the report date, June 20, 1997, the Plan has received 93% of the contract balance. Further, the Plan's management currently estimates that the sum of additional distributions from the conservator and recoveries from various state guarantee funds will not differ significantly from the remaining recorded contract values. Although the Plan is currently involved in litigation with various state guaranty funds regarding the amount and nature of coverage, plan management does not believe that the ultimate shortfall will be material to the Plan's financial statements. After the conservatorship was established, the Plan's Sponsor isolated the Executive Life GICs into the Isolated Fund pursuant to a plan amendment requiring such action. Currently, there are certain restrictions on the ability to withdraw, transfer, or conduct settlement activity with respect to the remaining balances. 8 4. INTEREST IN MASTER TRUSTS The Plan's investments are included in master trusts with T. Rowe Price Trust Company and First Trust National Association, which were established in 1994 for the investment of assets of the Plan and several other Honeywell-sponsored retirement plans. Previously, the Plan's investments were held in master trusts with various trust companies. Each participating plan has an undivided interest in the master trusts. At December 31, 1996 and 1995, the Plan's interest in the net assets of the master trusts was approximately 99% and 95%, respectively. Investment income and administrative expenses related to the master trust are allocated to the individual plans based upon average monthly balances invested by each plan. The following table presents the fair value of investments held in master trusts (in thousands): 1996 1995 Investments at fair value: Custom funds: Government Income Fund $ 351,723 $ 366,474 Short-Term Bonds Fund 14,095 14,601 Bonds Plus Fund 37,144 27,817 Stocks Plus Fund 297,488 278,497 S&P 500 Fund 403,903 324,162 Honeywell Stock Fund 440,043 300,564 Mutual funds, primarily equity securities 335,143 228,849 Participants' loans 35,634 30,623 ----------- ----------- $ 1,915,173 $ 1,571,587 ----------- ----------- ----------- ----------- Investment income for the master trust is as follows (in thousands): Net appreciation in fair value of investments: Custom funds: Short-Term Bond Fund $ 604 $ 1,414 Bonds Plus Fund 2,874 4,399 Stocks Plus Fund 38,909 56,870 S&P 500 Fund 76,126 86,294 Honeywell Stock Fund 111,749 101,561 Mutual funds, primarily equity securities 21,906 26,821 ----------- ----------- 252,168 277,359 Interest and dividends 57,377 43,784 ----------- ----------- $ 309,545 $ 321,143 ----------- ----------- ----------- ----------- In 1993, the Sponsor transferred the GICs issued by Executive Life and Mutual Benefit Life Insurance Company to First Trust National Association. A master trust was established for the investment of these assets of the Plan and several other Honeywell-sponsored retirement plans. Each participating retirement plan has an undivided interest in the master trust. At December 31, 1996 and 1995, the Plan's interest in the net assets of the master trust was approximately 90% and 84%, respectively. The contract value of the GICs for the master trust was approximately $17.6 million and $20.9 million at December 31, 1996 and 1995, respectively. 9 5. PARTIES-IN-INTEREST TRANSACTIONS There were no prohibited party-in-interest transactions during the periods ended December 31, 1996 and 1995. 6. INFORMATION PROVIDED BY TRUSTEES Plan funds are held in trust by trustees for the sole purpose of making investments and plan payments and paying trust operating expenses. Trustees appointed by the Honeywell Pension and Retirement Committee as of December 31, 1996 were T. Rowe Price Trust Company and First Trust National Association. The trustees provide the Plan with monthly statements which report all transactions. The plan administrator has obtained certifications from the trustees that the information in such statements is complete and accurate. The amounts in the accompanying statements of net assets available for benefits and of changes in net assets available for benefits have been derived from the information submitted by the trustees, except for certain adjustments which resulted in increases (decreases) in the amount of net assets reported of $8,621,802 and $10,902,074 as of December 31, 1996 and 1995, respectively. Such adjustments are primarily recorded for the purpose of converting the trustees' statements from the cash basis to the accrual basis of accounting and to reflect the impact of participant loan activity. The Government Income Fund, Stocks Plus Fund, S&P 500 Fund, and Honeywell Stock Fund individually represent 5% or more of net assets available for benefits at December 31, 1996 and 1995, respectively. 7. PLAN MERGER Effective December 31, 1996, the Retirement Savings Plan (RSP), which is also sponsored by Honeywell, was merged into the Plan. The RSP Plan was a participant in the same master trusts as the Plan. As of January 1, 1997, the name of the Plan was changed to the Honeywell Stock Ownership Plan. 10 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. HONEYWELL INVESTMENT PLUS PLAN Dated: June 26, 1997 By: /s/ Jim Porter -----------------------------------