________________________________________________________________________________
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8974
ALLIEDSIGNAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2640650
- ---------------------------------------- ---------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
- ---------------------------------------- ---------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201)455-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- ---------------------------------------- ---------------------------------------------
Common Stock, par value $1 per share* New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Money Multiplier Notes due 1998-2000 New York Stock Exchange
9 7/8% Debentures due June 1, 2002 New York Stock Exchange
9.20% Debentures due February 15, 2003 New York Stock Exchange
Zero Coupon Serial Bonds due 1997-2009 New York Stock Exchange
9 1/2% Debentures due June 1, 2016 New York Stock Exchange
- ------------
* The common stock is also listed for trading on the Amsterdam, Basle,
Frankfurt, Geneva, London, Paris and Zurich stock exchanges.
Securities registered pursuant to Section 12(g) of the Act: None
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 _
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [x]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant was approximately $18.9 billion at December 31, 1996.
There were 282,814,625 shares of Common Stock outstanding at December 31, 1996.
Documents Incorporated by Reference
Part I and II: Annual Report to Shareowners for the Year Ended December
31, 1996.
Part III: Proxy Statement for Annual Meeting of Shareowners to be held
April 28, 1997.
________________________________________________________________________________
________________________________________________________________________________
ALLIEDSIGNAL INC.
CROSS REFERENCE SHEET
Page(s) in
Form 10-K Heading(s) in Annual Report to Shareowners for Annual
Item No. Year Ended December 31, 1996 Report
- ---------------------------------- ------------------------------------------------------------ ------------
1. Business Note 25. Segment Financial Data ............................ 37
Note 26. Geographic Areas -- Financial Data ................ 38
Management's Discussion and Analysis ....................... 19
3. Legal Proceedings Note 21. Commitments and Contingencies ..................... 35
5. Market for the Regis- Note 27. Unaudited Quarterly Financial
trant's Common Equity Information ............................................. 38
and Related Stock- Selected Financial Data .................................... 39
holder Matters
6. Selected Financial Data Selected Financial Data .................................... 39
7. Management's Discussion and Management's Discussion and Analysis ....................... 19
Analysis of Financial
Condition and Results of
Operations
8. Financial Statements and Report of Independent Accountants .......................... 38
Supplementary Data Consolidated Statement of Income ........................... 26
Consolidated Statement of Retained Earnings ................ 26
Consolidated Balance Sheet ................................. 27
Consolidated Statement of Cash Flows ....................... 28
Notes to Financial Statements .............................. 29
Heading(s) in Proxy Statement for Page(s) in
Annual Meeting of Shareowners Proxy
to be held April 28, 1997 Statement
------------------------------------------------------------ ------------
10. Directors and Executive Election of Directors; Voting Securities ................... *
Officers of the Registrant
11. Executive Compensation Election of Directors -- Compensation of Directors;
Executive Compensation .................................. *
12. Security Ownership of Certain Voting Securities .......................................... *
Beneficial Owners and
Management
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* To be included in a definitive Proxy Statement to be filed with the
Securities and Exchange Commission not later than 120 days after December 31,
1996.
2
NOTE: AlliedSignal Inc. is sometimes referred to in this Report as the
Registrant and as the Company, and AlliedSignal Inc. and its consolidated
subsidiaries are sometimes referred to as the Company, as the context may
require.
TABLE OF CONTENTS
ITEM PAGE
--------------------------------------------------------------------------------------------------- ----
Part I. 1 Business........................................................................................ 4
2 Properties...................................................................................... 13
3 Legal Proceedings............................................................................... 14
4 Submission of Matters to a Vote of Security Holders............................................. 14
Executive Officers of the Registrant............................................................... 14
Part II. 5 Market for the Registrant's Common Equity and Related Stockholder Matters....................... 16
6 Selected Financial Data......................................................................... 16
7 Management's Discussion and Analysis of Financial Condition and Results of Operations........... 16
8 Financial Statements and Supplementary Data..................................................... 16
9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............ 16
Part III. 10 Directors and Executive Officers of the Registrant............................................. 16(a)
11 Executive Compensation......................................................................... 17(a)
12 Security Ownership of Certain Beneficial Owners and Management................................. 17(a)
13 Certain Relationships and Related Transactions................................................. 17
Part IV. 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K................................ 17
Signatures.................................................................................................... 18
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(a) These items are omitted since the Registrant will file with the Securities
and Exchange Commission a definitive Proxy Statement pursuant to Regulation
14A involving the election of directors not later than 120 days after
December 31, 1996. Certain other information relating to the Executive
Officers of the Registrant appears at pages 14 and 15 of this Report.
3
PART I.
ITEM 1. BUSINESS
AlliedSignal Inc. (with its consolidated subsidiaries referred to in this
Report as the Company) was organized in the State of Delaware in 1985. The
Company is the successor to Allied Corporation, which was organized in the State
of New York in 1920.
AlliedSignal is an advanced technology and manufacturing company serving
customers worldwide with aerospace and automotive products, chemicals, fibers,
plastics and advanced materials. The Company's operations are conducted under
three business segments: Aerospace, Automotive and Engineered Materials.
AEROSPACE
The Aerospace segment is among the world's largest manufacturers and
suppliers of advanced technology products and services for the military,
commercial and general aviation, and space markets.
Following is a description of the major Aerospace businesses:
MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS
- -------------------- --------------------------- ------------------------- -------------------------- ----------------
Engines Turbine propulsion TFE731 turbofan Business, regional Pratt & Whitney
engines TPE331 turboprop and military trainer Canada
TFE1042 turbofan aircraft Rolls-
LF507 turbofan Commercial and military Royce/Allison
CFE738 turbofan helicopters Engine Company
T53, T55 Military vehicles Turbomeca
LT101 turboshaft Commercial and military
T800 turboshaft marine craft
AGT1500 turboshaft
TF40 turboshaft
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Auxiliary power units Airborne auxiliary Commercial and Pratt & Whitney
(APUs) power units military aircraft Canada
Jet fuel starters Ground power Sundstrand
Secondary power
systems
Ground power units
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Repair and overhaul Engine and APU Commercial and military Airlines
repair, overhaul and aircraft, marine and Independent
spare part sales land propulsion service
vehicles. providers
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Aerospace Environmental control Air conditioning Commercial, business Hamilton
Equipment systems(ECS) systems and general Standard
Systems Bleed air control aviation aircraft Intertechnique
systems Military aircraft Liebherr
Cabin pressure systems Spacecraft Nord Micro
Environmental and Parker Hannifin
thermal control for Sundstrand
spacecraft
Smoke detection
systems
ECS and component repair,
overhaul and spare part
sales
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Engine systems and Electronic, Commercial, military, ABG Semca
accessories hydromechanical and regional and general Chandler-Evans
pneumatic gas turbine aviation aircraft Hamilton
engine controls engines Standard
Digital electronic Spacecraft Lockheed Martin
engine controls for Military battle tanks Lucas
military battle tanks
Fuel flow metering
components
Pressure transducers
Engine controls and
accessories repair,
overhaul and parts
sales
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4
MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS
- -------------------- --------------------------- ------------------------- -------------------------- ----------------
Power management and Electric, hydraulic and Commercial and Auxilec
generation systems pneumatic power military aircraft Lucas
generation systems Ground vehicles Parker Bertea
Power distribution and Smiths
power management Sundstrand
systems
Pumps, starters,
converters, controls,
electrical actuation
for flight surfaces
Pumps, starters,
converters, generators
and actuators repair,
overhaul and parts
sales
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Landing systems Wheels and brakes Commercial and Aircraft Braking
Friction products military aircraft Systems
Brake control systems Dunlop
Wheel and brake B.F. Goodrich
overhaul services Messier-Bugatti
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Commercial Avionics Avionics systems Flight safety systems: Commercial, business Garmin
Systems Enhanced Ground and general aviation Honeywell
Proximity Warning Government aviation Narco
Systems (EGPWS) Rockwell/Collins
Traffic Alert and Sextant
Collision Avoidance Trimble
Systems (TCAS)
Windshear detection
and weather radar
systems
Flight data and cockpit
voice recorders
Communication and
navigation systems
Flight controls
Flight management systems
Data management and
aircraft performance
monitoring systems
Air-to-ground telephones
Cockpit displays
Global positioning
systems
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Electronic Systems Avionics systems Automatic flight control Military aviation Honeywell
systems Launch vehicles Kaiser
Cockpit display systems Space subsystems Lear Astronics
Navigation systems Lockheed Martin
Identification systems Rockwell/Collins
Integrated systems Smiths
Vehicle management
systems
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Automatic test systems Computer-controlled U.S. Government and GDE Systems
automatic test systems international logistics Honeywell
Functional testers and centers Litton
ancillaries Military aviation Lockheed Martin
Northrop Grumman
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Guidance systems Inertial sensors/systems Military and Astronautics-
and star sensors/ commercial vehicles Kearfott
systems for guidance, Commercial spacecraft Ball
stabilization, and launch vehicles Honeywell
navigation and control Energy Litton
Transportation Rockwell/Collins
Missiles
Munitions
Underwater
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5
MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS
- -------------------- --------------------------- ------------------------- -------------------------- ----------------
Tactical command, Combat identification Military aviation GM Hughes/
control, communications, systems Military communications Magnavox
computers and ('Identification Friend Civil communications Harris
intelligence or Foe' (IFF)) Commercial information Litton
Commercial information security Lockheed Martin
security equipment Motorola
Satellite communication Raytheon/
terminals (SATCOM) E-Systems
Secured communication Rockwell/Collins
equipment (INFOSEC) Thomson-CSF/
Hazeltine
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Radar systems Aircraft precision Global and U.S. airspace GM Hughes
landing agencies Motorola
Ground surveillance Military aviation Raytheon
Target detection devices Military missiles Rockwell
Thomson-CSF
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Underwater detection Acoustic towed arrays Military aviation GM Hughes
systems Dipping sonars Submarines and surface Lockheed Martin
Mine countermeasures ships Northrop Grumman
Mine warfare systems Raytheon
STN/Atlas
Thomson-CSF
- -------------------------------------------------------------------------------------------------------------------------
Government Management and technical Maintenance/operation of U.S. and foreign Computer
Services services space systems and government space and Sciences
facilities communications Dyncorp
Systems engineering, facilities Lockheed Martin
integration and Raytheon
training SAIC
services
Management of data
processing facilities
- -------------------------------------------------------------------------------------------------------------------------
The Aerospace segment serves key military and commercial components of the
aviation, defense and space markets with a broad array of systems, subsystems,
components and services. It designs, develops, manufactures, markets and
services hundreds of products found on all types of aircraft, from single-piston
engine aircraft, business aircraft and wide-bodied 'jumbos' flown by the world's
commercial airlines, to trainers, transports, bombers, fighters and helicopters
used by the U.S. and other countries for national defense. The Company's global
business consists primarily of original equipment (OE) sales and an extensive
aftermarket business, including spare parts, maintenance and repair, and
retrofitting. Worldwide customers include the U.S. and foreign governments, all
of the major airframe and engine manufacturers, including Boeing, McDonnell
Douglas, Lockheed Martin, Airbus Industrie, Aero International (Regional),
Raytheon, Israeli Aircraft Industries, Northrop Grumman, British Aerospace,
Cessna, Fairchild/Dornier, Dassault, Gulfstream, Bombardier, Rockwell
International, Pratt & Whitney, General Electric and Rolls-Royce, as well as the
world's leading airlines and business aircraft and general aviation aircraft
operators, and dealers and distributors of general aviation products. The
Company also provides field engineering management and technical support
services to Boeing, the National Aeronautics and Space Administration (NASA),
the U.S. Department of Defense (DoD), the U.S. Department of Energy, other
federal civilian agencies as well as state and local governments and other
commercial entities.
The Company is affected by U.S. Government budget constraints for defense
and space programs as well as the level of production of commercial, business
and general aviation aircraft which are impacted by business cycles and world
economic conditions. Growth in the Company's commercial business for aerospace
products is expected, over the long term, to help mitigate the reductions in
U.S. defense spending. Moreover, aerospace sales are not dependent on any one
key defense program or commercial customer. However, contract awards by aircraft
manufacturers can be canceled or reduced if aircraft orders are cut back.
Aerospace's products and services are sold in competition with those of a large
number of other companies, some of which have substantial financial resources
and significant technological capabilities.
In 1996, world defense spending flattened after declining in prior years.
The Company believes that the cyclical downturn for the commercial aircraft
industry reached bottom in 1995. A slight improvement was seen in the second
half of 1996 and this growth is expected to significantly accelerate in 1997.
Most major U.S. and international airlines operated in an improving economic
6
environment. The modest turnaround for the airline industry that began in the
second half of 1993, continued in 1994 and strengthened significantly in 1995
and 1996. The regional airlines experienced strong traffic growth and new
regional aircraft orders were higher in 1996. The high-end business aviation
market showed moderate growth and the commercial aftermarket spare parts and
repair and overhaul business showed strong growth during 1996.
Sales to the U.S. Government, acting through its various departments and
agencies and through prime contractors, amounted to $1,833 million for 1996 and
$1,806 million for 1995, which includes sales to the DoD of $1,237 million in
1996 and $1,205 million in 1995. Approximately 55% and 54% of sales to the U.S.
Government in 1996 and 1995, respectively, were made under fixed-price contracts
in which the Company agrees to perform a contract for a fixed price and retains
for itself any benefits of cost savings or must bear the burden of cost
overruns.
Government contracts and, in general, subcontracts thereunder are
terminable, in whole or in part, for default or for convenience by the
government or the higher level contractor if deemed in their best interest. Upon
termination for convenience, the contractor is normally entitled to
reimbursement for allowable costs and to an allowance for profit. However, if
the contract is terminated because of the contractor's default, the contractor
may not recover all of its costs and may be liable for any excess costs incurred
by the government in procuring undelivered items from another source.
In addition to the right of the government to terminate, government
contracts are conditioned upon the continuing availability of Congressional
appropriations. Congress usually appropriates funds on a fiscal-year basis even
though contract performance may extend over many years. Consequently, at the
outset of a program, the prime contract is usually partially funded and
additional funds are normally only appropriated to the contract by Congress in
future years. Fixed-price subcontracts are normally fully funded, but are
subject to convenience termination if the prime contract is not funded.
The Company, as are other government contractors, is subject to government
investigations of business practices and compliance with government procurement
regulations. Although such regulations provide that a contractor may be
suspended or debarred from government contracts under certain circumstances, and
the outcome of pending government investigations cannot be predicted with
certainty, management is not currently aware of any such investigations that it
expects will have a material adverse effect on the Company. In addition, the
Company carries out proactive compliance programs focused on areas of potential
exposure.
Orders for certain products sold to general and commercial aviation
customers mainly consist of relatively short-term and frequently renewed
commitments. Government procurement agencies generally issue contracts covering
relatively long periods of time. Total backlog for products and services for
both government and commercial contracts was $4,514 million at December 31, 1996
and $4,523 million at December 31, 1995 of which U.S. and foreign government
orders were $1,906 million and $1,871 million for the respective years. The
Company anticipates that approximately $3,562 million of the total 1996 backlog
will be filled during 1997.
The Aerospace segment's international operations consist primarily of
exporting U.S. manufactured products and systems, performance of services that
include operating aircraft repair and overhaul facilities, and licensing
activities. The principal manufacturing facility outside of the U.S. is in
Canada.
AUTOMOTIVE
The Automotive segment designs, engineers, manufactures and distributes
systems and components for worldwide vehicle manufacturers and aftermarket
customers.
Following is a description of the major Automotive businesses:
MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS MAJOR MARKETS COMPETITORS
- ------------------------- ------------------------- --------------------- -------------------------- ---------------------
Automotive Aftermarket Filters Oil, air, fuel, Automotive and heavy AC/Delphi/GM
transmission and vehicle aftermarket Knecht
coolant filters channels Labinal
PCV valves Mann & Hummel
Purolator/Mark IV
Wix/Dana
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7
MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS MAJOR MARKETS COMPETITORS
- ------------------------- ------------------------- --------------------- -------------------------- ---------------------
Electronic components Spark plugs Automotive aftermarket AC/Delphi/GM
Glow plugs channels Belden/Cooper
Wire and cable Bosch
Oxygen sensors Champion/Cooper
Rockwell/Collins
Eyquem
NGK
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Brake components Disc pads and brake Automotive and heavy Abex/Cooper
linings vehicle aftermarket EIS/Standard Motor
Disc and drum brakes channels and original Ferodo/T&N
Brake hydraulic equipment service (OES) Girling/Lucas
components Lockheed/AP
Brake fluid Mintex, Textar/BBA
Brake components Raybestos/Echlin
Teves/ITT
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Steering components Ball-joints Automotive and heavy Quinton
Rack & pinions vehicle aftermarket Hazel/Echlin
Power-steering pumps channels and OES ZF
Power-steering
components
- ------------------------------------------------------------------------------------------------------------------------------------
Safety Restraint Seat belt systems Seat belt assemblies Automotive and heavy Autoliv
Systems Pretensioners vehicle original Takata
Seat-integrated belts equipment manufacturers TRW
(OEMs)
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Air bag systems Air bag modules: Automotive and heavy Morton International
Driver vehicle OEMs Takata
Passenger TRW
Inflators
Cushions
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Turbocharging Systems Charge-air systems Turbochargers Automotive and heavy Behr/McCord
Charge-air coolers vehicle OEMs Holset
Aluminum cooling Engine manufacturers IHI
modules Aftermarket distributors KKK
Superchargers and dealers Mitsubishi/MHI
Remanufactured Modine
components Schwitzerc
Valeo
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Friction Materials Brake friction Disc brake pads Automotive and heavy Abex/Cooper
materials Drum brake linings vehicle OEMs, OES and Akebono
Brake blocks aftermarket channels BBA Group
Railway and commercial/ Delphi/GM
military aircraft OEMs Echlin
and brake manufacturers Ferodo/T&N
JBI
Nisshinbo
Sumitomo
Teves/ITT
- ------------------------------------------------------------------------------------------------------------------------------------
Truck Brake Systems Air brake systems Anti-lock braking On-highway medium and Cummins/Holset
(joint venture) systems (ABS) heavy truck, Echlin/Midland-Grau
Air compressors bus and trailer OEMs Rockwell WABCO
Air valves Off-highway equipment
Air dryers OEMs
Actuators Aftermarket distributors
Truck electronics and dealers/OES
Competitive
remanufactured
products
- ------------------------------------------------------------------------------------------------------------------------------------
Filters & Spark Plugs Filters Oil, air, Automotive and heavy AC/Delphi/GM
transmission vehicle OEMs and OES Champion Labs/U.I.S.
and fuel filters channels Purolator/Mark IV
Wix/Dana
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Spark plugs Spark plugs Automotive and heavy AC/Delphi/GM
vehicle OEMs, OES and Bosch
aftermarket channels Champion/Cooper
NGK
Nippondenso
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On April 12, 1996, the Company sold a major component of its worldwide
braking business to Robert Bosch Gmbh, a privately held German company, for $1.5
billion in cash, subject to certain post-closing adjustments. Included in the
sale were the worldwide light-vehicle and medium-heavy
8
truck hydraulic braking and ABS businesses. These businesses had 1995 sales of
approximately $2.0 billion. Excluded from the sale were the brake friction
materials business, brake-related sales to the independent aftermarket and the
truck brake systems business which is part of a joint venture with Knorr-Bremse
AG of Germany.
In February 1997, the Company and Knorr-Bremse AG, agreed in principle to
purchase the heavy-truck air brake systems business of Echlin Inc. in the United
States and Europe, as well as Echlin's U.S.-based commercial vehicle friction
materials and aftermarket brake shoe relining operations. The businesses to be
acquired have sales of about $320 million. The proposed acquisition is subject
to review by government agencies in the U.S. and Europe.
Automotive operations are located in the U.S., Australia, Brazil, Canada,
China, France, Germany, India, Ireland, Italy, Japan, Malaysia, Mexico, South
Korea, Spain and the United Kingdom. Distribution and marketing are conducted in
these and numerous other countries as well. The segment's operations outside the
U.S. are conducted through various foreign companies in which it has interests
ranging from minor to complete control. International operations also include
the exporting of U.S. manufactured products and licensing activities.
Internationally, products are marketed under the Bendix, Fram, Autolite, Garrett
and Jurid trademarks.
Excluding the impact of the divested braking business from both years,
worldwide passenger car and truck OE sales accounted for approximately 50% and
48% in 1996 and 1995, respectively, of the total sales of the Automotive segment
with aftermarket sales, including OES sales, accounting for the balance. In 1996
and 1995, Automotive operations outside the U.S. accounted for $1,583 and $1,531
million, respectively, or 43% in both years, of total Automotive sales. Total
worldwide sales for 1996 and 1995 to the Company's five largest automotive
manufacturing customers amounted to $1,099 and $1,016 million, or 30% and 28%,
respectively, of total Automotive sales.
The Automotive segment's products are sold in highly competitive markets to
customers who demand performance, quality and competitive prices. Virtually all
automotive components are sold in competition with other independent suppliers
or with the captive component divisions of the vehicle manufacturers. While the
Company's competitive position varies among its products, the Company believes
it is a significant factor in each of its major product markets.
ENGINEERED MATERIALS
The Engineered Materials segment manufactures chemicals, fibers, plastics
and advanced materials with applications for numerous industries, including
automotive, carpeting, refrigeration, construction, electronics, computers and
utilities.
Following is a description of the major Engineered Materials businesses:
MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS
- --------------------- ---------------------- --------------------------- -------------------------- ----------------
Polymers Carpet fiber Nylon filament and staple Residential, commercial BASF
yarns and various specialty Beaulieu
markets Du Pont
Monsanto
Novalis
----------------------------------------------------------------------------------------------------------
Industrial fiber Industrial nylon and Passenger car and truck Akzo
polyester yarns tires Du Pont
Auto and light truck Hoechst/Celanese
seatbelts and airbags Kolon
Broad woven fabrics Rhone-Poulenc
Ropes and mechanical Tong Yang
rubber goods
Luggage
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9
MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS
- ------------------ --------------- ----------------------- ------------- -------------
Chemical Caprolactam Nylon for fibers, BASF
intermediates Phenol engineered resins and DSM
Acetone film Du Pont
Ammonium sulfate Methyl methacrylate Enichem
Hydroxylamine (MMA) Monsanto
Alphamethyl styrene Phenol resins Phenol Chemie
Cyclohexanol Fertilizer ingredients Rhone-Poulenc
Cyclohexanone Specialty chemicals Ube
Adipic acid Vitamins
Carbonization
--------------------------------------------------------------------------------------------------
Engineering Thermoplastic nylon Food and BASF
plastics resins pharmaceutical Bayer
Thermoplastic resin packaging Du Pont
alloys and blends Engine housings General Electric
Post-consumer (e.g., electric Hoechst/Celanese
recycled PET resins hand tools, chain Monsanto
Recycled nylon saws)
resins Automotive body
components
Office furniture
Electrical and
electronics
-------------------------------------------------------------------------------------------------
Textile nylon Fine denier nylon Hosiery BASF
yarns Lingerie Du Pont/Akra
Active wear FCFC
Recreational Fibra
equipment Nylstar
Luggage
-------------------------------------------------------------------------------------------------
Spectra performance Spectra'r' (extended Cordage for Akzo
materials chain polyethylene) commercial, DSM
Spectra Shield'r' fishing and Du Pont
(polyethylene) recreational OCF
Shield composites use
Spectra Fusion'r' Sports equipment
(fishing line) composites
Gold Shield'r' Bullet resistant
(Aramid) vests,
helmets and heavy
armor
Cut resistant
industrial
gloves
Sailcloth
- -------------------------------------------------------------------------------------------------------------------
Electronic Multilayer circuitry Laminates Military ADI/Isola
Materials materials Prepregs Telecommunications Nanya
Copper foil Automotive Nelco
Computers Polyclad
Consumer electronics
-------------------------------------------------------------------------------------------------
Copper-clad rigid Laminates Military ADI/Isola
laminates for Telecommunications General Electric
circuitry Automotive Nanya
Computers Nelco
Consumer electronics Polyclad
-------------------------------------------------------------------------------------------------
Advanced Materials for Semiconductors Tokyo-Ohka
microelectronic computer chip Microelectronics
materials manufacturing
-------------------------------------------------------------------------------------------------
Amorphous metals Amorphous metal Electrical Allegheny-Ludlum
ribbons and distribution Steel
components transformers Armco Steel
High frequency Kawasaki Steel
electronics Nippon Steel
Metal joining Toshiba
Theft deterrent Vacuum Smelze
- -------------------------------------------------------------------------------------------------------------------
Specialty Performance Low-molecular weight Textiles BASF
Chemicals additives polyethylene Plastics Eastman Chemical
Polymer additives Adhesives Hoechst/Celanese
Polish Mitsui
Coatings
Inks
Cosmetics
-------------------------------------------------------------------------------------------------
Performance Custom chemicals Agricultural and BASF
chemicals Specialty silanes pharmaceutical DSM
Crosslinking agents intermediates
Fine organic and Metal, glass,
inorganic chemicals plastic processing
Technical Coatings, adhesives
preservatives and sealants
Pigments and dyes Photographics,
Electronic and graphics and
laboratory security printing
chemicals Other industrial
applications
-------------------------------------------------------------------------------------------------
10
MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS
- ---------------- -------------------- ----------------------- ------------------ -----------
Hydrofluoric acid Anhydrous and Fluorocarbons Du Pont
(HF) aqueous Steel Norfluor
hydrofluoric acid Oil refining Quimaco Fluor
Ultra-high purity Chemical
hydrofluoric acid intermediates
Electronics
----------------------------------------------------------------------------------------
Fluorocarbons Genetron'r' Refrigeration Atochem
refrigerants, Air conditioning Du Pont
aerosol and Polyurethane foam ICI
insulation foam Rigid-board
blowing insulation
agents Electronics
Genesolv'r' solvents Optical
Oxyfume sterilant Metalworking
gases Hospitals
Medical equipment
manufacturers
------------------------------------------------------------------------------------
Fluorine specialties Sulfur hexafluoride Resins Air Products
(SF6) Lubricants Asahi Glass
Boron trifluoride Fibers catalysts Atochem
(BF3) Ausimont
Iodine pentafluoride Kanto Denka
(IF5) Kogyo
Antimony Solvay Fluor
pentafluoride
(SbF5)
---------------------------------------------------------------------------------------
Nuclear services UF6 conversion Nuclear fuel British Nuclear
services Electric utilities Fuels
Cameco (Canada)
Cogema (France)
Tennex (Russia)
---------------------------------------------------------------------------------------
UOP (joint venture): Processes Petroleum, ABB Lummus
Process technology Catalysts petrochemical, gas Global
Refining products Molecular sieves processing and Criterion
Gas processing Adsorbents chemical industries IFP (France)
processes and Design of process Procatalyse
equipment plants and (France)
equipment Stone & Webster
Zeochem
- ----------------------------------------------------------------------------------------------------------
Engineered Materials' three major businesses are aligned around markets,
customers and common technologies. Brand identity, service to customers and
quality are important competitive factors in the market and there is
considerable price competition.
The Montreal Protocol (Protocol), which was signed by the United States,
regulates worldwide chlorofluorocarbons (CFC) production and consumption. With
few exceptions, the Protocol required 100% elimination of fully halogenated CFC
production by industrialized countries as of December 31, 1995. The amended U.S.
Clean Air Act also regulates CFCs and similarly required that most U.S.
production of CFCs be phased out by the end of 1995. The Company completed its
efforts to develop environmentally safer fluorocarbon products and replaced
its CFC product line. The Company has commercialized key CFC substitute products
in various applications, including automotive air conditioning and residential,
commercial and industrial refrigeration. The Company is continuing its research
and development efforts in view of the changing regulatory environment in which
it operates. The Company cannot predict the impact of possible future regulatory
issues.
Engineered Materials operations are mainly located in the U.S., France and
Germany. Polymers and Specialty Chemicals manufacturing facilities are also
located in the Netherlands; Electronic Materials maintains facilities in
Southeast Asia, including Taiwan, Singapore, Thailand and South Korea.
Engineered Materials also has significant exports worldwide.
The Engineered Materials segment also includes the following other
businesses: carbon materials, environmental catalysts and specialty films. The
carbon materials business produces binder pitch for electrodes for the aluminum
and carbon industries, creosote oils as preservatives for the wood products and
carbon black markets, refined naphthalene as a chemical intermediate, and
driveway sealer tar and roofing pitch for the construction industry. The
environmental catalysts business is a major worldwide supplier of catalysts used
in catalytic converters for automobiles. In November 1994, the Company and
General Motors Corporation formed a joint venture to produce coated automotive
catalytic converter substrates. Major products in the specialty films business
include cast nylon (Capran'r'), biaxially oriented nylon film (Capran Emblem'r')
and fluoropolymer film (Aclar'r'). Specialty film markets include food,
pharmaceutical, and other packaging and industrial applications.
11
SEGMENT FINANCIAL DATA
Note 25 (Segment Financial Data) of Notes to Financial Statements in the
Company's 1996 Annual Report to shareowners is incorporated herein by reference.
DOMESTIC AND FOREIGN FINANCIAL DATA
Note 26 (Geographic Areas -- Financial Data) of Notes to Financial
Statements in the Company's 1996 Annual Report to shareowners is incorporated
herein by reference.
OTHER RECENT DEVELOPMENTS
The Company has undertaken certain repositioning actions that require
employee and asset relocation, plant integration and capital improvements. The
repositioning actions are generally expected to be completed by 1998.
FOREIGN ACTIVITIES
The Company's foreign businesses are subject to the usual risks attendant
upon investments in foreign countries, including nationalization, expropriation,
limitations on repatriation of funds, restrictive actions by local governments
and changes in foreign currency exchange rates.
The Company's principal foreign manufacturing operations are in Australia,
Brazil, Canada, France, Germany, Ireland, Italy, Japan, Mexico, Portugal, South
Korea, Spain, Singapore, Taiwan, the Netherlands and the United Kingdom. The
Company maintains sales and business offices in these and various other
countries, including Austria, Belgium, China, Denmark, Finland, Hong Kong,
India, New Zealand, Norway, Sweden and Turkey as well as warehousing,
distribution and aircraft repair and overhaul facilities to support foreign
operations and export sales. Further information about foreign activities is
discussed in the segment narratives.
RAW MATERIALS
The principal raw materials used by the Company's segments include:
Aerospace -- carbon fiber; electronic, optical and mechanical component parts
and assemblies; electronic and electromechanical devices and metallic products;
Automotive -- castings, forgings, steel and bar stock, copper, aluminum,
platinum and titanium and Engineered Materials -- cumene, natural gas, sulfur,
terephthalic acid, ethylene and ethylene glycol, fluorspar, HF, carbon
tetrachloride, chloroform, nylon resins, fiberglass, copper foil, platinum,
rhodium and coal tar pitch. The Company is producing virtually all of its HF and
nylon resin requirements. The principal raw materials used in the Company's
operations are generally readily available. The Company is dependent on its
suppliers and subcontractors in order to meet commitments to its customers, and
many major components and product equipment items are procured or subcontracted
with a number of domestic and foreign companies. The Company maintains a
qualification and performance surveillance process to control risk associated
with such reliance on third parties. The Company believes that sources of supply
for raw materials and components are generally adequate.
PATENTS AND TRADEMARKS
The Company owns approximately 9,500 patents or pending patent applications
and is licensed under other patents covering certain of its products and
processes. It believes that, in the aggregate, the rights under such patents and
licenses are generally important to its operations, but does not consider that
any patent or patent license agreement or group of them related to a specific
process or product is of material importance in relation to the Company's total
business.
The Company also has registered trademarks for a number of its products.
Some of the more significant trademarks include: AiResearch, Anso, Autolite,
Bendix, Bendix/King, Capron, Fram, Garrett, Genetron, Jurid, King and Norplex
Oak.
12
RESEARCH AND DEVELOPMENT
The Company's research activities are directed toward the discovery and
development of new products and processes, improvements in existing products and
processes, and the development of new uses of existing products.
Research and development expense totaled $345, $353 and $318 million in
1996, 1995 and 1994, respectively. Customer-sponsored (principally the U.S.
Government) research and development activities amounted to an additional $536,
$536 and $486 million in 1996, 1995 and 1994, respectively.
ENVIRONMENT
The Company is subject to various federal, state and local requirements
regulating the discharge of materials into the environment or otherwise relating
to the protection of the environment. It is the Company's policy to comply with
these requirements and the Company believes that, as a general matter, its
policies, practices and procedures are properly designed to prevent unreasonable
risk of environmental damage, and of resulting financial liability, in
connection with its business. Some risk of environmental damage is, however,
inherent in certain operations and products of the Company, as it is with other
companies engaged in similar businesses. See the description of the Engineered
Materials segment, above, for information regarding regulation of CFCs.
The Company is and has been engaged in the handling, manufacture, use or
disposal of many substances which are classified as hazardous or toxic by one or
more regulatory agencies. The Company believes that, as a general matter, its
handling, manufacture, use and disposal of such substances are in accord with
environmental laws and regulations. It is possible, however, that future
knowledge or other developments, such as improved capability to detect
substances in the environment, increasingly strict environmental laws and
standards and enforcement policies thereunder, could bring into question the
Company's handling, manufacture, use or disposal of such substances.
Among other environmental requirements, the Company is subject to the
federal superfund law, and similar state laws, under which the Company has been
designated as a potentially responsible party which may be liable for cleanup
costs associated with various hazardous waste sites, some of which are on the
U.S. Environmental Protection Agency's superfund priority list. Although, under
some court interpretations of these laws, there is a possibility that a
responsible party might have to bear more than its proportional share of the
cleanup costs if it is unable to obtain appropriate contribution from other
responsible parties, the Company has not had to bear significantly more than its
proportional share in multi-party situations taken as a whole.
Capital expenditures for environmental control facilities at existing
operations were $43 million in 1996. The Company estimates that during each of
the years 1997 and 1998 such capital expenditures will be in the $55 to $60
million range. In addition to capital expenditures, the Company has incurred and
will continue to incur operating costs in connection with such facilities.
Reference is made to Management's Discussion and Analysis at page 21 of the
Company's 1996 Annual Report to shareowners, incorporated herein by reference,
for further information regarding environmental matters.
EMPLOYEES
The Company had an aggregate of 76,600 salaried and hourly employees at
December 31, 1996. Approximately 53,200 were located in the United States, and,
of these employees, about 25% were unionized employees represented by various
local or national unions.
ITEM 2. PROPERTIES
The Company has 339 locations consisting of plants, research laboratories,
sales offices and other facilities. The plants are generally located to serve
large marketing areas and to provide accessibility to raw materials and labor
pools. The properties are generally maintained in good operating condition.
Utilization of these plants may vary with government spending and other business
conditions; however, no major operating facility is significantly idle. The
facilities, together with planned
13
expansions, are expected to meet the Company's needs for the foreseeable future.
The Company owns or leases warehouses, railroad cars, barges, automobiles,
trucks, airplanes and materials handling and data processing equipment. It also
leases space for administrative and sales staffs. The Company's headquarters and
administrative complex are located at Morris Township, New Jersey.
The principal plants, which are owned in fee unless otherwise indicated,
are as follows:
AEROSPACE
Phoenix, AZ (4 plants, 3 fully leased, 1 partially leased)
Tempe, AZ
Tucson, AZ (partially leased)
Torrance, CA (partially leased)
Stratford, CT (owned by the U.S. Government and managed by the Company)
South Bend, IN
Lawrence, KS
Olathe, KS
Columbia, MD
Towson, MD
Teterboro, NJ
Rocky Mount, NC
Rexdale, Ont., Canada (partially leased)
Raunheim, Germany
AUTOMOTIVE
Greenville, AL
Torrance, CA
Fostoria, OH
Greenville, OH
Jackson, TN
Maryville, TN
Conde, France
Thaon-Les-Vosges, France
Colleferro, Italy
Glinde, Germany
Skelmersdale, United Kingdom
ENGINEERED MATERIALS
Metropolis, IL
Baton Rouge, LA
Geismar, LA
Moncure, NC
Philadelphia, PA
Pottsville, PA
Columbia, SC
Chesterfield, VA
Hopewell, VA
Longlaville, France
Seelze, Germany
ITEM 3. LEGAL PROCEEDINGS
The first and second paragraphs of Note 21 (Commitments and Contingencies)
of Notes to Financial Statements at page 35 of the Company's 1996 Annual Report
to shareowners are incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Registrant, listed as follows, are elected
annually in April. There are no family relationships among them.
NAME, AGE,
DATE FIRST
ELECTED AN OFFICER BUSINESS EXPERIENCE
- ------------------------------- ----------------------------------------------------------------------------
Lawrence A. Bossidy (a), 61 Chairman of the Board since January 1992. Chief Executive Officer of the
1991 Company since July 1991.
John W. Barter, 50 Executive Vice President and President, AlliedSignal Automotive since
1985 October 1994. Senior Vice President and Chief Financial Officer from July
1988 to September 1994.
Daniel P. Burnham, 50 Executive Vice President and President, AlliedSignal Aerospace since January
1991 1992.
Frederic M. Poses, 54 Executive Vice President and President, AlliedSignal Engineered Materials
1988 since April 1988.
- ------------
(a) Also a director.
(table continued on next page)
14
(table continued from previous page)
NAME, AGE,
DATE FIRST
ELECTED AN OFFICER BUSINESS EXPERIENCE
- ------------------------------- ----------------------------------------------------------------------------
Peter M. Kreindler, 51 Senior Vice President, General Counsel and Secretary since December 1994.
1992 Senior Vice President and General Counsel from March 1992 to November
1994. Senior Vice President and General Counsel-Elect from January 1992 to
February 1992.
Donald J. Redlinger, 52 Senior Vice President -- Human Resources and Communications since February
1991 1995. Senior Vice President -- Human Resources from January 1991 to
January 1995.
Paul R. Schindler, 55 Senior Vice President -- International since August 1993. Chairman of
1993 Imperial Chemical Industries Asia/Pacific (chemical manufacturer) from
April 1991 to July 1993.
James E. Sierk, 58 Senior Vice President -- Quality and Productivity since January 1991.
1991
Richard F. Wallman, 45 Senior Vice President and Chief Financial Officer since March 1995. Vice
1995 President and Controller of International Business Machines Corp. (IBM)
(manufacturer of information-handling systems) from April 1994 to February
1995. General Assistant Controller of IBM from October 1993 to March 1994.
Assistant Controller -- Sales & Marketing of Chrysler Corporation
(automobile manufacturer) from April 1989 to September 1993.
Kenneth W. Cole, 49 Vice President -- Government Relations since January 1989.
1989
Catharine M. deLacy, 39 Vice President, Health, Safety and Environmental since July 1995. Vice
1995 President -- Health, Safety and Environmental of Occidental Petroleum
Corporation (oil and gas explorer, developer, producer and marketer) from
April 1993 to June 1995. Director -- Environmental Affairs & Technical
Support of Occidental Petroleum Corporation from May 1990 to March 1993.
Robert F. Friel, 41 Vice President and Treasurer since September 1996. Vice President Finance
1996 and Administration, AlliedSignal Engines from June 1992 to August 1996.
Assistant Treasurer from March 1989 to May 1992.
Nancy A. Garvey, 47 Vice President and Controller since September 1996. Vice President and
1994 Treasurer from February 1994 to August 1996. Staff Vice
President -- Investor Relations from November 1989 to January 1994.
Larry E. Kittelberger, 48 Vice President and Chief Information Officer since August 1995 (Executive
1996 Officer since February 1996). Corporate Chairman -- Information Officer
Leadership Committee of Tenneco Inc. (diversified industrial concern) from
June 1989 to July 1995.
Frederick H. McClintock, 60 Vice President -- Materials Management since February 1996. Vice
1996 President -- Materials Management AlliedSignal Aerospace from March 1992
to January 1996. Owner and operator of Global Supply Institute (consulting
business) from June 1990 to February 1992.
15
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market and dividend information for the Registrant's common stock is
contained in Note 27 (Unaudited Quarterly Financial Information) of Notes to
Financial Statements at page 38 of the Company's 1996 Annual Report to
shareowners, and such information is incorporated herein by reference.
The number of record holders of the Registrant's common stock is contained
in the statement 'Selected Financial Data' at page 39 of the Company's 1996
Annual Report to shareowners, and such information is incorporated herein by
reference.
On July 10, 1996, the Company acquired Electron Vision Inc. in exchange for
148,941 shares of common stock. Because the fairness of this transaction had
been approved by the California Department of Corporations, the transaction was
exempt from registration pursuant to Section 3(a)(10) of the Securities Act of
1933, as amended (the 'Act').
On October 3, 1996, in exchange for 143,355 shares of its common stock, the
Company acquired the assets of Lori, Inc. from The Nordam Group Inc. ('Nordam').
Because Nordam is an 'accredited investor' within the meaning of Rule 501(a)(3)
under the Act, the common shares of the Company transferred to Nordam in this
transaction were not registered under the Act, in reliance on Rule 506 under the
Act.
ITEM 6. SELECTED FINANCIAL DATA
The information included under the captions 'For the Year' and 'At
Year-End' in the statement 'Selected Financial Data' at page 39 of the Company's
1996 Annual Report to shareowners is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
'Management's Discussion and Analysis' on pages 19 through 25 of the
Company's 1996 Annual Report to shareowners is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements, together with the report
thereon of Price Waterhouse LLP dated January 31, 1997 appearing on pages 26
through 38 of the Company's 1996 Annual Report to shareowners, are incorporated
herein by reference. With the exception of the aforementioned information and
the information incorporated by reference in Items 1, 3, 5, 6 and 7, the 1996
Annual Report to shareowners is not to be deemed filed as part of this Form 10-K
Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to directors of the Registrant, as well as information
relating to compliance with Section 16(a) of the Securities Exchange Act of
1934, will be contained in a definitive Proxy Statement involving the election
of directors which the Registrant will file with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after December 31,
1996, and such information is incorporated herein by reference. Certain other
information relating to Executive Officers of the Registrant appears at pages 14
and 15 of this Form 10-K Annual Report.
16
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation is contained in the Proxy
Statement referred to above in 'Item 10. Directors and Executive Officers of the
Registrant,' and such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to security ownership of certain beneficial owners and
management is contained in the Proxy Statement referred to above in 'Item 10.
Directors and Executive Officers of the Registrant,' and such information is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PAGE IN
ANNUAL REPORT TO
SHAREOWNERS
----------------
(a)(1.) Index to Consolidated Financial Statements:
Incorporated by reference to the 1996 Annual Report to shareowners:
Report of Independent Accountants.................................................... 38
Consolidated Statement of Income for the years ended December 31, 1996, 1995 and
1994................................................................................ 26
Consolidated Statement of Retained Earnings for the years ended December 31, 1996,
1995 and 1994....................................................................... 26
Consolidated Balance Sheet at December 31, 1996 and 1995............................. 27
Consolidated Statement of Cash Flows for the years ended December 31, 1996, 1995 and
1994................................................................................ 28
Notes to Financial Statements........................................................ 29
(a)(2.) Consolidated Financial Statement Schedules
The two financial statement schedules applicable to the Company have been
omitted because of the absence of the conditions under which they are required.
(a)(3.) Exhibits
See the Exhibit Index to this Form 10-K Annual Report. The following
exhibits listed on the Exhibit Index are filed with this Form 10-K Annual
Report:
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------
10.2 Deferred Compensation Plan for Non-Employee Directors of
AlliedSignal Inc., as amended
10.3 Retirement Plan for Non-Employee Directors of AlliedSignal Inc.,
as amended
13 Pages 19 through 39 (except for the data included under the captions 'Financial
Statistics' on page 39) of the Company's 1996 Annual Report to shareowners
21 Subsidiaries of the Registrant
23 Consent of Independent Accountants
24 Powers of Attorney
27 Financial Data Schedule
The exhibits identified in the Exhibit Index with an asterisk(*) are
management contracts or compensatory plans or arrangements.
(b) Reports on Form 8-K
During the three months ended December 31, 1996, reports on Form 8-K were
filed on November 26 and December 16, in each case reporting, under Item 9,
unregistered sales of the Company's Common Stock in reliance on Regulation S
under the Act.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.
AlliedSignal Inc.
February 28, 1997 By: /s/ NANCY A. GARVEY
----------------------------------
Nancy A. Garvey
Vice President and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
annual report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Name Name
- ----------------------------------------- ------------------------------------
* *
- ----------------------------------------- -------------------------------------
Lawrence A. Bossidy Ivan G. Seidenberg
Chairman of the Board and Chief Executive Director
Officer and Director
* *
- ----------------------------------------- -------------------------------------
Hans W. Becherer Andrew C. Sigler
Director Director
* *
- ----------------------------------------- -------------------------------------
Ann M. Fudge John R. Stafford
Director Director
* *
- ----------------------------------------- -------------------------------------
Paul X. Kelley Thomas P. Stafford
Director Director
* *
- ----------------------------------------- -------------------------------------
Robert P. Luciano Robert C. Winters
Director Director
* *
- ----------------------------------------- -------------------------------------
Robert B. Palmer Henry T. Yang
Director Director
*
- -----------------------------------------
Russell E. Palmer
Director
/s/ RICHARD F. WALLMAN /s/ NANCY A. GARVEY
- ----------------------------------------- -------------------------------------
Richard F. Wallman Nancy A. Garvey
Senior Vice President and Vice President and Controller
Chief Financial Officer (Chief Accounting Officer)
*By: /s/ RICHARD F. WALLMAN
- -----------------------------------------
(Richard F. Wallman
Attorney-in-fact)
February 28, 1997
18
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------
3(i) Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit
99.1 to the Company's Form 10-Q for the quarter ended March 31, 1993)
3(ii) By-laws of the Company, as amended (incorporated by reference to Exhibit 99.2 to the
Company's Form 10-Q for the quarter ended March 31, 1993)
4 The Company is a party to several long-term debt instruments under which, in each case, the
total amount of securities authorized does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of
Item 601(b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to
the Securities and Exchange Commission upon request.
9 Omitted (Inapplicable)
10.1 Master Support Agreement, dated as of February 26, 1986 as amended and restated as of January
27, 1987, as further amended as of July 1, 1987 and as again amended and restated as of
December 7, 1988, by and among the Company, Wheelabrator Technologies Inc., certain
subsidiaries of Wheelabrator Technologies Inc., The Henley Group, Inc. and Henley Newco
Inc. (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K for the year
ended December 31, 1988)
10.2* Deferred Compensation Plan for Non-Employee Directors of AlliedSignal Inc., as amended (filed herewith)
10.3* Retirement Plan for Non-Employee Directors of AlliedSignal Inc., as amended (filed herewith)
10.4* Stock Plan for Non-Employee Directors of AlliedSignal Inc., as amended (incorporated by
reference to Exhibit C to the Company's Proxy Statement, dated March 10, 1994, filed
pursuant to Rule 14a-6 of the Securities Exchange Act of 1934)
10.5* 1985 Stock Plan for Employees of Allied-Signal Inc. and its Subsidiaries, as amended
(incorporated by reference to Exhibit 19.3 to the Company's Form 10-Q for the quarter ended
September 30, 1991)
10.6* AlliedSignal Inc. Incentive Compensation Plan for Executive Employees, as amended
(incorporated by reference to Exhibit B to the Company's Proxy Statement, dated March 10,
1994, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934)
10.7* Supplemental Non-Qualified Savings Plan for Highly Compensated Employees of AlliedSignal Inc.
and its Subsidiaries, as amended (incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended March 31, 1995)
10.8* 1982 Stock Option Plan for Executive Employees of Allied Corporation and its Subsidiaries, as
amended (incorporated by reference to Exhibit 19.4 to the Company's Form 10-Q for the
quarter ended September 30, 1991)
10.9* AlliedSignal Inc. Severance Plan for Senior Executives, as amended (incorporated by reference
to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended March 31, 1994)
10.10* Salary Deferral Plan for Selected Employees of AlliedSignal Inc. and its Affiliates, as
amended (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q for the
quarter ended March 31, 1995)
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------
10.11* 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates (incorporated by
reference to Exhibit A to the Company's Proxy Statement, dated March 10, 1994, filed
pursuant to Rule 14a-6 of the Securities Exchange Act of 1934)
10.12* Amended and restated Agreement dated May 6, 1994 between the Company and Lawrence A. Bossidy
(incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q for the quarter ended
June 30, 1994)
10.13 Five-Year Credit Agreement dated as of June 30, 1995 as amended by and between AlliedSignal
Inc., a Delaware corporation, the banks, financial institutions and other institutional
lenders listed on the signature pages thereof (the 'Lenders'), Citibank, N.A., as agent,
and ABN Amro Bank N.V. and Morgan Guaranty Trust Company of New York, as co-agents, for the
Lenders (incorporated by reference to Exhibit 10.1 to the Company's Forms 10-Qs for the
quarters ended June 30, 1995 and June 30, 1996)
10.14 364-Day Credit Agreement dated as of June 30, 1995 as amended by and between AlliedSignal
Inc., a Delaware corporation, the banks, financial institutions and other institutional
lenders listed on the signature pages thereof (the 'Lenders'), Citibank, N.A., as agent,
and ABN Amro Bank N.V. and Morgan Guaranty Trust Company of New York, as co-agents, for the
Lenders (incorporated by reference to Exhibit 10.2 to the Company's Forms 10-Qs for the
quarters ended June 30, 1995 and June 30, 1996)
11 Omitted (Inapplicable)
12 Omitted (Inapplicable)
13 Pages 19 through 39 (except for the data included under the captions 'Financial Statistics' on
page 39) of the Company's 1996 Annual Report to shareowners (filed herewith)
16 Omitted (Inapplicable)
18 Omitted (Inapplicable)
21 Subsidiaries of the Registrant (filed herewith)
22 Omitted (Inapplicable)
23 Consent of Independent Accountants (filed herewith)
24 Powers of Attorney (filed herewith)
27 Financial Data Schedule (filed herewith)
28 Omitted (Inapplicable)
99 Omitted (Inapplicable)
- ------------
The Exhibits identified above with an asterisk(*) are management contracts
or compensatory plans or arrangements.
STATEMENT OF DIFFERENCES
------------------------
The registered trademark symbol shall be expressed as ...... 'r'