<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 2, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from: NOT APPLICABLE
Commission File No. 1-971
HONEYWELL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0415010
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Honeywell Plaza, Minneapolis, Minnesota 55408
(Address of principal executive offices) (Zip Code)
(612) 951-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
___ ___
As of October 2, 1994, the number of shares outstanding of the registrant's
common stock, $1.50 par value, was 129,136,874.
<PAGE>
Page 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INCOME STATEMENT
HONEYWELL INC. AND SUBSIDIARIES
(UNAUDITED)
<TABLE>
<CAPTION>
Third Quarter
-----------------------------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) 1994 1993
- --------------------------------------------------------------------------------------
<S> <C> <C>
SALES $ 1,507.6 $ 1,452.3
--------- ---------
COSTS AND EXPENSES
Cost of sales 1,011.9 985.4
Research and development 86.2 87.8
Selling, general and administrative 287.1 243.1
Litigation settlements (10.2)
Special charges 28.0
Interest - net 15.7 15.0
Equity income (0.9) (0.9)
--------- ---------
1,400.0 1,348.2
--------- ---------
INCOME BEFORE INCOME TAXES 107.6 104.1
PROVISION FOR INCOME TAXES 38.2 23.2
--------- ---------
NET INCOME $ 69.4 $ 80.9
--------- ---------
--------- ---------
EARNINGS PER COMMON SHARE $ 0.54 $ 0.60
--------- ---------
--------- ---------
</TABLE>
<PAGE>
Page 3
INCOME STATEMENT
HONEYWELL INC. AND SUBSIDIARIES
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months
-----------------------------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) 1994 1993
- --------------------------------------------------------------------------------------
<S> <C> <C>
SALES $ 4,319.3 $ 4,342.9
--------- ---------
COSTS AND EXPENSES
Cost of sales 2,931.0 2,957.4
Research and development 240.5 252.9
Selling, general and administrative 836.1 776.8
Litigation settlements (32.6)
Special charges 51.2
Interest - net 43.6 43.5
Equity income (1.7) (6.9)
--------- ---------
4,049.5 4,042.3
--------- ---------
INCOME BEFORE INCOME TAXES 269.8 300.6
PROVISION FOR INCOME TAXES 95.8 91.0
--------- ---------
NET INCOME $ 174.0 $ 209.6
--------- ---------
--------- ---------
EARNINGS PER COMMON SHARE $ 1.34 $ 1.55
--------- ---------
--------- ---------
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 129,894,294 134,942,413
</TABLE>
<PAGE>
Page 4
STATEMENT OF CASH FLOWS
HONEYWELL INC. AND SUBSIDIARIES
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months
------------------------
(DOLLARS IN MILLIONS) 1994 1993
- --------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 174.0 $ 209.6
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation 174.4 179.2
Amortization of intangibles 38.4 36.5
Deferred income taxes 9.4 (7.7)
Equity income, net of dividends received (0.6) (5.4)
Loss on sale of assets 2.0 3.4
Contributions to employee stock plans 20.2 22.8
Increase in receivables (54.0) (23.1)
Increase in inventories (29.6) (4.3)
Decrease in accounts payable (63.3) (47.6)
Increase in accrued income taxes and interest 14.6 32.5
Other changes in working capital, excluding short-term
investments and short-term debt (42.7) (47.7)
Other noncurrent items - net (2.5) (43.6)
-------- --------
Net cash flows from operating activities 240.3 304.6
-------- --------
Cash Flows from Investing Activities
Reduction of investment in Sperry Aerospace Group 20.0
Proceeds from sale of assets 7.9 35.9
Capital expenditures (185.7) (162.5)
Investment in acquisitions (64.7) (7.5)
(Increase) decrease in short-term investments 7.0 (13.2)
Other - net 15.4 (2.6)
-------- --------
Net cash flows from investing activities (220.1) (129.9)
-------- --------
Cash Flows from Financing Activities
Net increase in short-term debt 43.9 7.6
Proceeds from issuance of long-term debt 107.3 0.3
Repayment of long-term debt (0.2) (6.9)
Purchase of treasury stock (98.9) (179.1)
Proceeds from employee stock plans 5.4 16.3
Dividends paid (93.3) (90.4)
-------- --------
Net cash flows from financing activities (35.8) (252.2)
-------- --------
Effect of Exchange Rate Changes on Cash 10.7 (7.5)
-------- --------
Decrease in Cash and Cash Equivalents (4.9) (85.0)
Cash and Cash Equivalents at Beginning of Year 242.3 342.4
-------- --------
Cash and Cash Equivalents at End of Nine Months $ 237.4 $ 257.4
-------- --------
-------- --------
</TABLE>
<PAGE>
Page 5
STATEMENT OF FINANCIAL POSITION
HONEYWELL INC. AND SUBSIDIARIES
(UNAUDITED)
<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS) October 2, 1994 December 31, 1994
- --------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 237.4 $ 242.3
Short-term investments 7.1 13.8
Receivables (less allowance for doubtful accounts:
1994, $29.3; 1993, $24.3) 1,366.1 1,275.9
Inventories (less progress billing on uncompleted
contracts: 1994, $38.5; 1993, $36.8) 798.0 760.1
Deferred income taxes 259.1 258.1
--------- ---------
2,667.7 2,550.2
Investments and Advances 230.2 227.7
Property, Plant and Equipment
Property, plant and equipment 2,745.7 2,549.4
Less accumulated depreciation 1,656.6 1,487.4
--------- ---------
1,089.1 1,062.0
Other Assets
Long-term receivables (less allowance for doubtful
accounts: 1994, $0.4; 1993, $0.5) 39.2 51.3
Intangible assets 515.8 489.1
Deferred income taxes 64.0 63.8
Other 200.6 154.0
--------- ---------
Total Assets $ 4,806.6 $ 4,598.1
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 360.5 $ 187.9
Accounts payable 329.8 381.9
Customer advances 84.6 61.4
Accrued income taxes 331.2 320.8
Deferred income taxes 14.5 10.2
Other accrued liabilities 862.0 893.9
--------- ---------
1,982.6 1,856.1
Long-Term Debt 490.7 504.0
Deferred Income Taxes 33.9 27.6
Other Liabilities 448.4 437.4
Stockholders' Equity
Common stock - $1.50 par value
Authorized - 250,000,000 shares
Issued - 1994 - 188,297,084 shares 282.5
1993 - 188,328,570 shares 282.5
Additional paid-in capital 444.3 431.5
Retained earnings 2,527.7 2,447.3
Treasury stock - 1994 - 59,160,210 shares (1,516.6)
1993 - 56,769,007 shares (1,428.4)
Accumulated foreign currency translation 125.9 52.9
Pension liability adjustment (12.8) (12.8)
--------- ---------
1,851.0 1,773.0
--------- ---------
Total Liabilities and Stockholders' Equity $ 4,806.6 $ 4,598.1
--------- ---------
--------- ---------
</TABLE>
<PAGE>
Page 6
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
(1) The financial information and statements of companies owned 20 percent to
50 percent accounted for using the equity method are omitted pursuant to
Rule 10-01 of Regulation S-X.
(2) Interest consists of the following:
<TABLE>
<CAPTION>
Third Quarter Nine Months
---------------- ---------------
1994 1993 1994 1993
------ ------ ------ ------
<S> <C> <C> <C> <C>
Interest expense $19.7 $17.4 $55.3 $54.1
Interest income ( 4.0) ( 2.4) (11.7) (10.6)
----- ----- ----- -----
Total $15.7 $15.0 $43.6 $43.5
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
Interest paid amounted to $16.8 and $50.3 for the third quarter and nine
months of 1994 and $28.5 and $64.3 for the third quarter and nine months of
1993, respectively.
(3) Income tax provisions for interim periods are based on estimated effective
annual income tax rates. Income tax expense varies from the normal U.S.
statutory tax rate primarily because of state taxes and variations in the
tax rates on foreign source income. While a portion of the annual tax
provisions will be deferred income taxes, it is not practicable to
determine the amount or composition of deferred income taxes for interim
periods. Income taxes paid, net of refunds received, amounted to $(6.7)
and $69.2 for the third quarter and nine months of 1994 and $22.7 and $81.5
for the third quarter and nine months of 1993, respectively.
The enactment by Congress of the Omnibus Budget Reconciliation Act of 1993,
which raised the U.S. federal statutory income tax rate for corporations
from 34 percent to 35 percent retroactive to January 1, 1993, resulted in a
one-time gain of $9.2 million ($0.07 per share) for the third quarter and
nine months of 1993 from the revaluation of deferred tax assets.
(4) Dividends per share of common stock were $0.24 and $0.72 for the third
quarter and nine months of 1994 and $0.2225 and $0.6675 for the third
quarter and nine months of 1993, respectively.
(5) Inventories consist of the following:
<TABLE>
<CAPTION>
October 2, December 31,
1994 1993
---------- ------------
<S> <C> <C>
Finished goods $ 312.1 $ 265.3
Inventories related to long-term contracts 101.0 97.7
Work in process 165.3 168.1
Raw materials and supplies 219.6 229.0
-------- --------
Total $ 798.0 $ 760.1
-------- --------
-------- --------
</TABLE>
(6) Litton Litigation.
On March 13, 1990, Litton Systems Inc. filed suit against Honeywell Inc. in
U.S. District Court, Central District of California, alleging Honeywell
patent infringement relating to the process used by Honeywell to coat
mirrors incorporated in its ring laser gyroscopes; attempted monopolization
by Honeywell of certain alleged markets for products containing ring laser
gyroscopes; and intentional interference by Honeywell
<PAGE>
Page 7
with Litton's prospective advantage in European markets and with its
contractual relationships with Ojai Research, Inc., a California
corporation. Honeywell has filed counterclaims against Litton alleging,
among other things, violations by Litton of various antitrust laws
including attempted monopolization of markets for inertial systems and
interference with Honeywell's relationships with suppliers.
The trial of the patent infringement and intentional interference claims
commenced June 4, 1993, and on August 31, 1993, a federal court jury in
U.S. District Court in Los Angeles returned a verdict against Honeywell on
each of these claims and awarded damages in the amount of $1,200.0 and
concluded that the patent infringement was willful. Honeywell believes the
verdict is unsupported by the facts; that the Litton patent is invalid; and
that Honeywell's process differs from Litton's. The judge in the case held
a hearing November 22, 1993, on various issues including, among others,
Honeywell's claims that the patent was improperly obtained due to alleged
"inequitable conduct" on the part of Litton and Honeywell's other legal and
equitable defenses, as well as on Litton's motion to enhance the damage
award. The court has not yet entered a judgment. The trial will conclude
when the court has resolved legal issues that could alter or eliminate the
jury verdict. Honeywell will evaluate the outcome of the trial, including
appealing any significant judgment against the company. The trial for the
antitrust claims of Litton and Honeywell is scheduled to commence in
November 1995.
The court has yet to rule on significant, complex and interrelated issues
that could alter or eliminate the jury verdict; therefore, Honeywell and
its counsel have determined that it is not possible to estimate the amount
of damages, if any, that ultimately may be incurred. As a result, no
provision has been made in the financial statements with respect to this
contingent liability.
(7) As of October 2, 1994, Honeywell had reserved 18,939,763 shares of common
stock for the issuance of shares in connection with employee stock option
and stock bonus plans.
(8) The figures set forth in this quarterly report are unaudited but, in the
opinion of the registrant, include all adjustments necessary for a fair
presentation of the results of operations for the three-month and nine-
month periods ended October 2, 1994, and October 3, 1993. Honeywell's
accounting policies are described in the notes to financial statements in
its 1993 Annual Report on Form 10-K.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Net income was $69.4 million ($0.54 per share) and $174.0 million ($1.34 per
share) for the third quarter and nine months of 1994 compared with $80.9 million
($0.60 per share) and $209.6 million ($1.55 per share) for the third quarter and
nine months of 1993. The third quarter and nine months of 1993 included a gain
of $9.2 million ($0.07 per share) from the revaluation of deferred tax assets.
The third quarter and nine months of 1993 also included after-tax gains of $6.3
million ($0.05 per share) and $20.2 million ($0.15 per share) from litigation
settlements less related expenses. These 1993 third quarter and nine month
gains were offset by special charges of $15.5 million ($0.12 per share) and
$28.8 million ($0.22 per share) after income taxes, respectively, for costs
associated with workforce reductions, factory consolidations, and other costs
associated with exiting several product lines which were no longer considered
complimentary to Honeywell's businesses. Research and development expenditures
declined slightly for the third quarter and nine months of 1994 primarily
because of lower R&D spending in Space and Aviation Control. R&D expenditures
in the nine months of 1993 had increased sharply for spending associated with
next-generation technologies. Selling, general and administrative expenses
increased for the third quarter and nine months of 1994 primarily due to lower
autofocus royalty income and Honeywell's continued expansion in key geographic
regions. Equity income, which includes Honeywell's portion of the earnings of
companies owned 20 percent to 50 percent, declined for the nine months of 1994
primarily because of a second-quarter writedown of assets and bad debt reserve
increase by an equity investee.
The special charges recorded in 1993 are the result of decisions made by
Honeywell's management, with the approval of the Board of Directors, to take
specific action to respond to business conditions by reducing costs,
<PAGE>
Page 8
improving productivity, and enhancing competitiveness. Management has
identified additional opportunities to restructure and streamline operations in
1994 and anticipates recording a provision for special charges of at least $50
million in the fourth quarter. The effect of this provision on net income will
be fully offset by a reduction in Honeywell's provision for income taxes
resulting from the resolution of an outstanding tax issue related to the
deductibility of intangible assets acquired in connection with Honeywell's 1986
purchase of the Sperry Aerospace Group.
Worldwide sales increased 4 percent for the third quarter and declined 1 percent
for the nine months when compared with last year. Compared with 1993,
international sales were increased by the effect of currency translations
because of the weakness of the U.S. dollar against local currencies in many
countries where Honeywell does business. Excluding the impact of a weaker
dollar on international sales, Honeywell sales were up slightly for the third
quarter compared to 1993. Home and Building Control sales increased 9 percent
for the third quarter and 8 percent for the nine months as U.S. sales continued
to benefit from an improving economy and growing consumer confidence. Home
Control continued to achieve greater market penetration with original equipment
manufacturers and to broaden its product offerings to key markets. In the
quarter, for example, Honeywell initiated the acquisition of Metallwerke Neheim
Goeke & Co. GmbH, a leading German manufacturer of water heating control
products, to complement its current water control offerings. Building Control
experienced continued success in the targeted customer segments of schools and
health-care facilities. Excluding year-earlier results of the Keyboard
business, which was sold in the third quarter of 1993, Industrial Control sales
increased 16 percent for the third quarter and 10 percent for the nine months
when compared with 1993. Control Components benefited from improved conditions
in durable goods markets worldwide. Industrial Automation and Control continued
to benefit from increased demand for systems to improve safety, environmental
protection and productivity. During the quarter, the business forged alliances
with companies such as Applied Training Resources, Sandiford Computer Services
Ltd. and The Pace Consultants Inc. to expand its TotalPlant[Registered
Trademark] open solutions portfolio and provide more one-stop shopping and a
broader range of services to its industrial customers. As expected, Space and
Aviation Control sales, which declined 10 percent for the third quarter and 16
percent for the nine months, continued to reflect lower aircraft production
rates and reduced government spending. Other sales, which include various
operations that do not correspond with Honeywell's primary business segments,
such as the Solid State Electronics Center and the Honeywell Technology Center,
declined in the third quarter and nine months of 1994 primarily reflecting the
sale of ELAC, a German subsidiary, to a subsidiary of AlliedSignal Inc. in the
first quarter of 1994 and the effects of reduced government spending.
Excluding special charges associated with productivity initiatives recorded in
the third quarter and nine months of 1993, worldwide operating profit declined 4
percent for the third quarter and 7 percent for the nine months of 1994.
Excluding special charges of $9.9 million in the third quarter and nine months
of 1993, Home and Building Control operating profit increased 9 percent for the
third quarter and 13 percent for the nine months compared with 1993 benefiting
from an improving U.S. economy and growing consumer confidence. Excluding
special charges of $9.0 million in the third quarter and nine months of 1993,
Industrial Control operating profit increased 32 percent for the third quarter
and 11 percent for the nine months compared with 1993 primarily as a result of
increased third quarter volume in Industrial Automation and Control where
environmental and safety regulations remain key drivers of spending around the
world, particularly in the hydrocarbon processing and chemicals markets.
Excluding special charges of $4.5 million for the third quarter and $8.2 for the
nine months of 1993, Space and Aviation Control operating profit declined 35
percent and 41 percent, respectively, as a result of lower aircraft production
rates, reduced government spending and continued investment in next-generation
technology, which was slightly offset by a contract settlement in the Military
Avionics unit in the third quarter and by favorable contract performance and
favorable warranty and employee-related liability experience for the nine
months. Other operations had an operating profit of $5.0 million for the nine
months of 1994 compared with an operating loss of $3.6 million for the nine
months of 1993, which included special charges of $15.6 million.
Total worldwide orders increased 8 percent for the quarter and 13 percent for
the nine months, compared with the same periods last year, reflecting improved
economic conditions in the United States and Europe and continued success in the
developing markets of Asia, Eastern Europe and Latin America. Third-quarter
orders for Home and Building Control increased 14 percent, primarily in the
United States. On a comparable basis, third-quarter
<PAGE>
Page 9
Industrial Control orders were up 23 percent. Orders in Space and Aviation
Control declined 13 percent in the third quarter.
FINANCIAL CONDITION
Cash flow generated from operating activities, net of investing activities, for
the first nine months of 1994 was $20.2 million.
Debt, as a percentage of total capital at the end of the third quarter, was 31.5
percent compared with 28.1 percent at the end of 1993. Total debt increased
$159.3 million from 1993 year end. The increase was used to finance general
corporate requirements, including capital expenditures and working capital, and
$64.7 million of acquisitions. Long-term debt decreased $13.3 million. The
decrease was primarily a result of the reclassification of $130.2 million to
current maturities of long-term debt, the issuance of $80.5 million of medium-
term notes during the third quarter and $26.4 million of other long-term
financing. Short-term debt increased $172.6 million from 1993 year end. The
increase was largely due to reclassification of long-term debt to current
maturities of long-term debt and the funding of general corporate requirements.
Common shares outstanding decreased by 2,422,689 from the end of 1993 to 129.1
million. Shares repurchased during the first nine months of 1994 totaled
3,129,800 at a cost of $103.5 million. Shares issued through employee stock
plans totaled 707,111. Stockholders' equity increased to $1,851 million from
$1,773 million at the end of 1993. The increase in stockholders' equity
includes an $81 million addition to retained earnings resulting from current
year earnings less dividends and a $73 million increase in the accumulated
foreign currency translation balance, partially offset by $76 million in net
treasury stock transactions.
On August 31, 1993, a federal court jury in the U.S. District Court in Los
Angeles returned a verdict against Honeywell on patent infringement and
intentional interference claims in the amount of $1.2 billion. These claims
were part of a lawsuit brought by Litton Systems Inc. alleging, among other
things, Honeywell patent infringement relating to the process used by Honeywell
to coat mirrors incorporated in its ring laser gyroscopes. Honeywell believes
the verdict is unsupported by the facts; that the Litton patent is invalid; and
that Honeywell's process differs from Litton's. The judge in the case held a
hearing November 22, 1993, on various issues including, among others,
Honeywell's claims that the patent was improperly obtained due to alleged
"inequitable conduct" on the part of Litton and Honeywell's other legal and
equitable defenses, as well as on Litton's motion to enhance the damage award.
The court has yet to enter a judgment. The trial will conclude when the court
has resolved legal issues that could alter or eliminate the jury verdict.
Honeywell will evaluate the outcome of the trial, including appealing any
significant judgment against the company. The trial for the antitrust claims of
Litton and Honeywell is scheduled to commence in November 1995.
The court has yet to rule on significant, complex and interrelated issues that
could alter or eliminate the jury verdict; therefore, Honeywell and its counsel
have determined that it is not possible to estimate the amount of damages, if
any, that may ultimately be incurred. As a result, no provision has been made
in the financial statements with respect to this contingent liability.
Honeywell continues to believe the lawsuit is without merit, and its financial
position, liquidity and business strategies have not been adversely affected by
the jury verdict.
On October 2, 1994, Honeywell had $1,905 million of committed credit lines with
twenty-two banks. There were no borrowings under these lines. In addition,
certain foreign units had $338 million in credit lines available at the end of
the third quarter. Honeywell initiated a $500 million medium-term note program
in August 1994 and issued $80.5 million of notes in the third quarter to provide
funds for general corporate purposes. Honeywell believes its liquidity is
adequate to meet its short-term and long-term financing requirements, including
support of commercial paper and bank note borrowings and an appeal bond that
could be required in the Litton litigation.
Honeywell's credit ratings remained unchanged during the quarter. Ratings for
long-term and short-term debt are, respectively, A/A-1 by Standard and Poor's
Corporation, A/Duff1 by Duff and Phelps Corporation, and A3/P-2 by Moody's
Investor Service, Inc. On August 31, 1993, Moody's Investor Service, Inc.
placed Honeywell on credit
<PAGE>
Page 10
watch status as a result of the jury verdict in the Litton litigation. Any
lowering of Honeywell's present credit ratings could lead to higher interest
costs by potentially reducing Honeywell's ability to access the commercial paper
market and other unsecured borrowing sources on terms as favorable as those
currently available.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As previously reported in Item 3. "Legal Proceedings" of Part I of
Honeywell's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, Honeywell is a defendant in a lawsuit filed by
Litton Systems Inc. alleging patent infringement relating to the
process used by Honeywell to coat mirrors incorporated in its ring
laser gyroscopes; attempted monopolization by Honeywell of certain
alleged markets for products containing ring laser gyroscopes; and
intentional interference by Honeywell with Litton's prospective
advantage in European markets and with its contractual relationships
with Ojai Research, Inc., a California corporation.
The information reported in Note (6) to the Financial Statements set
forth in Item 1 of Part I of this report and the information reported
in Item 2 of Part I of this report regarding the financial condition
of Honeywell are incorporated by reference into this Item 1.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(11) Computation of Earnings Per Share.
(12) Computation of Ratio of Earnings to Fixed Charges.
(27) Financial Data Schedule
(b) On August 4, 1994, the registrant filed a report on Form 8-K with
respect to a Distribution Agreement entered into with Goldman, Sachs &
Co., Chase Securities, Inc., Dillon, Read & Co. Inc. and J. P. Morgan
Securities Inc. for the public offering of up to $500 million of its
Medium Term Notes and financial statements and exhibits relating to
the issuance of such notes.
<PAGE>
Page 11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HONEYWELL INC.
Date: November ___, 1994 By: /s/ E. D. Grayson
----------------------------------
E. D. Grayson
Vice President and General Counsel
Date: November ___, 1994 By: /s/ P. M. Palazzari
----------------------------------
P. M. Palazzari
Vice President and Controller
(Chief Accounting Officer)
<PAGE>
EXHIBIT (11)
HONEYWELL INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
--------------------------- ---------------------------
OCTOBER 2, OCTOBER 3, OCTOBER 2, OCTOBER 3,
1994 1993 1994 1993
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
PRIMARY:
Income:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 69.4 $ 80.9 $ 174.0 $ 209.6
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Shares:
Weighted average of shares outstanding during the period . . 129,246,798 133,796,258 129,894,294 134,942,413
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Earnings per share:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.54 $ 0.60 $ 1.34 $ 1.55
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
ASSUMING FULL DILUTION:
Income:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 69.4 $ 80.9 $ 174.0 $ 209.6
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Shares:
Weighted average of shares outstanding during the period . . 129,246,798 133,796,258 129,894,294 134,942,413
Shares issuable in connection with stock plans
less shares purchaseable from proceeds . . . . . . . . . . 832,642 1,257,087 835,628 1,364,258
----------- ----------- ----------- -----------
Total Shares . . . . . . . . . . . . . . . . . . . . . . 130,079,440 135,053,345 130,729,922 136,306,671
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Earnings per share:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.53 $ 0.60 $ 1.33 $ 1.54
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
<PAGE>
EXHIBIT (12)
HONEYWELL INC. AND SUBSIDIARIES
COMBINED WITH PROPORTIONAL SHARES OF 50% OWNED COMPANIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
<TABLE>
<CAPTION>
(Dollars in Millions) Nine Months Ended
October 2, 1994
-----------------
<S> <C>
Income before Income Taxes $ 269.80
Deduct:
Equity income 1.70
----------
Subtotal 268.10
Add (deduct):
Dividends from less than 50% owned companies 1.11
Proportional share of loss before
income taxes of 50% owned companies (3.05)
----------
Adjusted Income 266.16
----------
Fixed Charges
Interest on Indebtedness 53.38
Amortization of Debt Expense 1.92
Interest Portion of Rent Expense 35.74
----------
Total Fixed Charges 91.04
----------
Total Available Income $ 357.20
----------
----------
Ratio of Earnings to Fixed Charges 3.92
----------
----------
</TABLE>
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<S> <C>
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<PERIOD-START> JAN-01-1994
<PERIOD-END> OCT-02-1994
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<COMMON> 283
0
0
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