-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RmOTMX6RuZIN2ROwlYTxRpmgLChc2TEBTzC9hgfOPYAl6CnqW7G2K7IHJZhc/UeL KjRMLjfHP+QWpdVWbXNWlQ== 0000048305-96-000012.txt : 19960719 0000048305-96-000012.hdr.sgml : 19960719 ACCESSION NUMBER: 0000048305-96-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960716 ITEM INFORMATION: Other events FILED AS OF DATE: 19960718 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HONEYWELL INC CENTRAL INDEX KEY: 0000048305 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 410415010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20629 FILM NUMBER: 96596052 BUSINESS ADDRESS: STREET 1: HONEYWELL PLZ CITY: MINNEAPOLIS STATE: MN ZIP: 55408 BUSINESS PHONE: 6129511000 MAIL ADDRESS: STREET 1: PO BOX 524 CITY: MINEAPOLIS STATE: MN ZIP: 55440-0524 FORMER COMPANY: FORMER CONFORMED NAME: MINNEAPOLIS HONEYWELL REGULATOR CO DATE OF NAME CHANGE: 19670213 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 1996 Honeywell Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-971 41-0415010 -------------- --------------- ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) Honeywell Plaza Minneapolis, Minnesota 55408 --------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (612) 951-1000 Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. OTHER EVENTS. On July 16, 1996, the Registrant issued a News Release reporting on the results of its operations for the fiscal quarter ended June 30, 1996, a copy of which is filed herewith as Exhibit 99(i). Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 99(i) Honeywell Inc. News Release dated July 16, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HONEYWELL INC. By: /s/ Edward D. Grayson --------------------------- Edward D. Grayson Vice President and General Counsel Date: July 17, 1996 INDEX TO EXHIBITS EXHIBIT NO. 99(i) Honeywell Inc. News Release dated July 16, 1996. EX-99 2 EXHIBIT 99(I) For Immediate Release From: Lynda Nordeen Honeywell Inc. Honeywell Plaza Minneapolis, MN 55408 (612) 951-0070 HONEYWELL REPORTS RECORD SECOND-QUARTER EARNINGS PER SHARE UP 22 PERCENT $83 Million, or 66 Cents Per Share MINNEAPOLIS, JULY 16, 1996 _ Honeywell Inc. (NYSE: HON) today reported a record net income of $83.3 million, or 66 cents per share in the second quarter of 1996, compared with $68.9 million, or 54 cents per share, in the same period last year. Earnings per share increased 22 percent over year-earlier results. For the second quarter ended June 30 sales rose to $1.77 billion, up 7 percent compared with $1.66 billion a year ago. Operating profit was $164.9 million, up 12 percent compared with $146.9 million in the 1995 second quarter. Orders for the quarter increased 10 percent compared with 1995. `Our record second quarter results were driven by strength in Industrial Automation and Control and continued bottom line improvements in our Space and Aviation business,' said Michael R. Bonsignore, Honeywell chairman and chief executive officer. `These results demonstrate the success of our market strategies and cost- reduction initiatives, which enabled us to deliver solid growth and continued margin expansion,' said Bonsignore. At the end of the second quarter, Honeywell's ratio of debt to total capital was 33 percent, which is at the low end of the company's 30 to 40 percent target range. The company's board of directors today authorized management to increase its annual dividend 4 percent to $1.08 per share, from $1.04 per share. The company also declared a regular quarterly dividend at the new rate of 27 cents per share, payable Sept. 16, 1996, to shareholders of record at the close of business Aug. 30, 1996. `Today's dividend action is consistent with the company's goal of delivering first-quartile total shareholder return among our peers through a combination of earnings growth and shareholder payout in the form of share repurchases and dividends,' Bonsignore said. The company repurchased $26 million of stock, or 500,000 shares during the quarter, and in the first half of 1996 repurchased 1.9 million shares, or $99 million in stock. Honeywell had 126.6 million shares outstanding at the end of the second quarter. Second-Quarter Business Unit Results Home and Building Control. Operating profit was $51.2 million, compared to $49.1 million in the year-earlier quarter. Sales rose 8 percent to $782.7 million, from $726.6 million in the 1995 second quarter. Orders for Home and Building Control increased 8 percent from year-earlier levels. During the quarter, Home and Building Control formed alliances with two U.S.-based energy suppliers to expand its performance contracting offering for building control customers. The alliances with CNG Energy Services Corp., Pittsburgh, and U.S. Energy Partners, Inc. (USE), Houston, enhance Honeywell's offering and capabilities in the energy retrofit business. Also during the quarter, Honeywell acquired Hamburg-based Nord-Alarm and its subsidiaries, a fire and security installation and maintenance company. The acquisition positions Honeywell as a total solution supplier for integrated building management systems in Central Europe. In addition, the business continued to expand its district heating base with four key contract wins in Russia. Under the agreement, Honeywell will provide monitoring and control systems to improve productivity, save energy, reduce air pollution and provide better temperature control for residents in Vladimir, Tver and Murmansk. Industrial Control. Operating profit was $66.6 million, a 16 percent increase, compared with $57.5 million a year earlier. Sales in the second quarter were $554.3 million, up 12 percent from $495.7 million last year. Industrial Control orders in the quarter were up 7 percent, driven by Industrial Automation and Control orders in North America. During the quarter, Industrial Automation and Control introduced the TotalPlant-Registered Trademark- Solution System, (TPS-TM-) the first industrial automation system designed to unify business and control information throughout a plant or mill. The new system, which takes full advantage of the power of Microsoft's Windows NT operating system, enables users to improve productivity and profitability and more easily meet or exceed environmental regulations. Also during the quarter, the business acquired the assets of Canada-based In-Line Measurements Inc. to expand its TotalPlant-Registered Trademark- capabilities and offerings in the pulp and paper industry. Sensing and Control introduced a unique miniature flow-through pressure sensor that measures pressure in medical, environmental and industrial applications. The business was also selected as Dow Chemical's exclusive global supplier for solenoid valves to be used on Dow's automated valve packages. Space and Aviation Control. Operating profit was $44.4 million, up 23 percent from $36 million in the second quarter of 1995. Sales were $399.2 million, compared to $394.3 million a year earlier. Orders for the quarter were up 17 percent. During the quarter, the business was selected by British Airways, the world's largest international passenger airline, to supply Traffic Alert and Collision Avoidance Systems (TCAS) and Mode S transponders for its European fleet of approximately 120 aircraft. In addition, the military business won an add-on contract for more than $22 million in modifications to the 1994 Tri-Services Embedded Global Positioning System/Inertial Navigation System (EGI) program. This award is part of a continuing program for the U.S. Air Force, Navy and Army to upgrade existing aircraft with state-of-the-art guidance and navigation equipment. On July 3, the U.S. Court of Appeals for the Federal Circuit in a split decision by a three-judge panel reversed a U.S. District Court decision to invalidate a patent held by Litton Systems Inc., and to dismiss certain related tort claims based on state law. These claims relate to Litton's and Honeywell's processes for coating mirrors used in ring laser gyroscopes. The panel did, however, unanimously uphold the District Court's ruling, which granted Honeywell a new trial on damages, thus setting aside an Aug. 31, 1993, jury verdict of $1.2 billion against Honeywell. The company will pursue all appellate remedies, including the Federal Circuit and, if necessary, the Supreme Court. `The decision represents another step in the long-standing dispute between Litton and Honeywell,' said Edward D. Grayson, Honeywell vice president and general counsel. `This case will conclude only when all legal avenues have been exhausted. While we are very disappointed that the Court found any infringement on Honeywell's part, we are gratified that Litton's attempt to reinstate the jury's damages verdict failed,' said Grayson. Six-Month Summary. In the first half of 1996, Honeywell's net income was $148.4 million, up 20 percent from $123.6 million a year earlier. Sales were $3.39 billion, compared with $3.13 billion last year. Earnings per share were $1.17, up 21 percent from 97 cents in the 1995 first half. Honeywell is a global controls company focused on creating value through technology that enhances comfort, improves productivity, saves energy, protects the environment and increases safety. The company serves customers worldwide in the homes and buildings, industrial, and aviation and space markets. Honeywell employs 53,000 people in 95 countries and had 1995 sales of $6.7 billion. - -Registered Trademark-TotalPlant is a registered trademark of Honeywell Inc. All other product and brand names shown above are trademarks of their respective owners. HONEYWELL INC. AND SUBSIDIARIES INCOME STATEMENT (Unaudited) (Dollars in Millions Except Per Share Amounts)
SECOND QUARTER ------------------- 1996 1995 --------- --------- SALES $1,771.6 $1,655.6 7.0% COSTS AND EXPENSES Cost of sales 1,222.6 1,137.8 Research and development 82.5 83.4 Selling, general and administrative 330.0 317.5 Interest - net 18.7 18.3 Equity income (8.3) (5.7) --------- --------- 1,645.5 1,551.3 --------- --------- INCOME BEFORE INCOME TAXES 126.1 104.3 PROVISION FOR INCOME TAXES 42.8 35.4 --------- --------- NET INCOME $ 83.3 68.9 20.9% EARNINGS PER COMMON SHARE $ 0.66 $ 0.54 22.2%
HONEYWELL INC. AND SUBSIDIARIES INCOME STATEMENT (Unaudited) (Dollars in Millions Except Per Share Amounts)
SIX MONTHS ----------------------- 1996 1995 --------- --------- SALES $3,391.1 $3,134.3 8.2% COSTS AND EXPENSES Cost of sales 2,331.6 2,151.0 Research and development 167.6 162.2 Selling, general and administrative 639.3 605.4 Interest - net 35.8 35.6 Equity income (8.0) (7.1) --------- ---------- 3,166.3 2,947.1 --------- ---------- INCOME BEFORE INCOME TAXES 224.8 187.2 PROVISION FOR INCOME TAXES 76.4 63.6 --------- ---------- NET INCOME $ 148.4 $ 123.6 20.1% EARNINGS PER COMMON SHARE $ 1.17 $ 0.97 20.6% AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 126,738,415 127,196,122
HONEYWELL INC. AND SUBSIDIARIES SALES AND OPERATING PROFIT BY SEGMENT (Unaudited) (Dollars in Millions)
SECOND QUARTER ------------------------- 1996 1995 --------- ---------- SALES Home and Building Control $ 782.7 $ 726.6 Industrial Control 554.3 495.7 Space and Aviation Control 399.2 394.3 Other 35.4 39.0 $1,771.6 $1,655.6 - -------------------------------------------------------------- OPERATING PROFIT Home and Building Control $ 51.2 $ 49.1 Industrial Control 66.6 57.5 Space and Aviation Control 44.4 36.0 Other 2.7 4.3 --------- ---------- Total operating profit 164.9 146.9 Interest expense (19.3) (22.4) Equity income 8.3 5.7 General corporate expense (27.8) (25.9) --------- ---------- Income before income taxes $ 126.1 $ 104.3
HONEYWELL INC. AND SUBSIDIARIES SALES AND OPERATING PROFIT BY SEGMENT (Unaudited) (Dollars in Millions)
SIX MONTHS ----------------------- 1996 1995 --------- ---------- SALES Home and Building Control $1,475.7 $1,369.7 Industrial Control 1,056.2 951.9 Space and Aviation Control 797.5 747.4 Other 61.7 65.3 --------- ---------- $3,391.1 $3,134.3 - -------------------------------------------------------------- OPERATING PROFIT Home and Building Control $ 105.0 $ 99.0 Industrial Control 116.6 105.5 Space and Aviation Control 83.5 62.3 Other 3.6 4.5 --------- ---------- Total operating profit 308.7 271.3 Interest expense (40.2) (43.2) Equity income 8.0 7.1 General corporate expense (51.7) (48.0) --------- ---------- Income before income taxes $ 224.8 $ 187.2
HONEYWELL INC. AND SUBSIDIARIES STATEMENT OF FINANCIAL POSITION (Unaudited) (Dollars in Millions)
June 30, December 31, 1996 1995 ----------- - ------------- ASSETS Current Assets Cash and cash equivalents $ 94.4 $ 291.6 Short-term investments 8.9 9.0 Receivables (less allowance for doubtful accounts: 1996, $33.3; 1995, $34.5) 1,437.2 1,477.3 Inventories (less progress billing on uncompleted contracts:1996, $49.0; 1995, $56.4) 912.3 794.4 Deferred income taxes 196.0 194.6 --------- --------- 2,648.8 2,766.9 Investments and Advances 238.2 244.8 Property, Plant and Equipment Property, plant and equipment 2,960.7 2,857.1 Less accumulated depreciation 1,827.6 1,758.2 1,133.1 1,098.9 --------- --------- Other Assets Long-term receivables (less allowance for doubtful accounts: 1996, $0.7; 1995, $0.7) 23.2 46.8 Intangible assets 835.4 624.2 Deferred income taxes 71.4 71.8 Other 217.2 206.8 --------- --------- Total Assets $5,167.3 $5,060.2 --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-term debt $ 315.5 $ 312.4 Accounts payable 466.6 491.5 Customer advances 169.5 158.2 Accrued income taxes 254.1 274.8 Deferred income taxes 18.8 20.4 Other accrued liabilities 705.3 765.2 --------- --------- 1,929.8 2,022.5 Long-Term Debt 674.5 481.0 Deferred Income Taxes 49.3 39.2 Other Liabilities 487.1 477.4 Stockholders' Equity Common stock - $1.50 par value Authorized - 250,00,000 shares Issued - 1996 - 187,931,129 shares 281.9 - 1995 - 188,126,704 shares 282.2 Additional paid-in-capital 498.0 481.3 Retained earnings 2,888.5 2,805.8 Treasury stock - 1996 - 61,364,797 shares (1,721.2) - 1995 - 61,306,251 shares (1,650.2) Accumulated foreign currency translation 98.9 140.9 Pension liability adjustment (19.5) (19.9) --------- --------- 2,026.6 2,040.1 --------- --------- Total Liabilities and Stockholders' Equity $5,167.3 $5,060.2 --------- --------- --------- ---------
HONEYWELL INC. AND SUBSIDIARIES STATEMENT OF CASH FLOW (Unaudited) (Dollars in Millions)
Six Months --------------------------- 1996 1995 ---------- ----------- Cash Flows from Operating Activities Net income $ 148.4 $ 123.6 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation 112.0 118.8 Amortization of intangibles 24.5 28.2 Deferred income taxes 1.7 14.9 Equity income, net of dividends received (6.6) (7.1) (Gain) loss on sale of assets (4.1) 1.7 Contributions to employee stock plans 20.3 15.9 Decrease in receivables 86.0 18.1 Increase in inventories (78.7) (56.2) Decrease in accounts payable (52.3) (31.1) Decrease in accrued income taxes and interest (25.3) (32.3) Other changes in working capital, excluding short-term investments and short-term debt (61.0) (23.5) Other noncurrent items - net 6.1 (20.1) ---------- ----------- ---------- ----------- Net cash flows from operating activities 171.0 150.9 ---------- ----------- Cash Flows from Investing Activities Proceeds from sale of assets 39.2 11.1 Capital expenditures (144.5) (115.6) Investment in acquisitions, net of cash acquired (316.6) (31.4) Increase in short-term investments (2.4) Other - net (2.0) 0.4 ---------- ----------- Net cash flows from investing activities (423.9) (137.9) ---------- ----------- Cash Flows from Financing Activities Net increase (decrease)in short-term debt 1.8 (54.2) Proceeds from issuance of long-term debt 299.8 123.0 Repayment of long-term debt (104.0) (10.4) Purchase of treasury stock (98.9) (58.7) Proceeds from exercise of stock options 28.5 31.4 Dividends paid (66.0) (63.8) ---------- ----------- Net cash flows from financing activities 61.2 (32.7) ---------- ----------- Effect of Exchange Rate Changes on Cash (5.5) 10.5 ---------- ----------- Decrease in Cash and Cash Equivalents (197.2) (9.2) Cash and Cash Equivalents at Beginning of Year 291.6 267.4 ---------- ----------- Cash and Cash Equivalents at End of Six Months $ 94.4 $ 258.2
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