HONEYWELL INC
8-K, 1996-04-17
AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENTS
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                       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):  April 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 April 16, 1996, the Registrant issued a News Release reporting on the
results of its operations for the fiscal quarter ended March 31, 1996, a copy of
which is filed herewith as Exhibit 20 (a).

Item 7.   Financial Statements and Exhibits.
          ---------------------------------

(c)  Exhibits:

     99(i) Honeywell Inc. News Release dated April 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: April 17, 1996

                                INDEX TO EXHIBITS


Exhibit No.
- ----------

  99(i)   Honeywell Inc. News Release dated April 16, 1996.



                                  EXHIBIT 99(I)
                                        
             HONEYWELL REPORTS FIRST-QUARTER EARNINGS UP 19 PERCENT
                                        
                      $65.1 MILLION, OR 51 CENTS PER SHARE
                                        
                                        

     MINNEAPOLIS, APRIL 16, 1996 _ Honeywell Inc. (NYSE: HON) today reported a
net income of $65.1 million, or 51 cents per share, up from $54.7 million, or 43
cents per share, in the first quarter of 1995.  Earnings per share increased 19
percent over year-earlier results.

     Sales in the first quarter were $1.62 billion, up 10 percent compared with
$1.48 billion a year earlier.  Operating profit was $143.8 million, compared
with $124.4 million in the 1995 first quarter.  Orders in the quarter were up 4
percent with strong growth in Home and Building Control and Industrial
Automation and Control.  Space and Aviation Control orders were strong on the
commercial aviation side, but soft on the military side for the quarter.

     `Our strong earnings quarter was driven by improved results in our Space
and Aviation business coupled with solid performance in our Home and Building
Control and Industrial Control businesses,' said Michael R. Bonsignore,
Honeywell chairman and chief executive officer.  `Company-wide operating profit
margins improved 50 basis points to 8.9 percent  from 8.4 percent as a result of
higher productivity and lower costs throughout the organization.

     `We continued to aggressively implement strategies to enhance value for
shareholders,' said Bonsignore.  `During the quarter, we completed two strategic
acquisitions which strengthen our core competencies and give us greater reach in
key markets.  In March, we completed the $283 million acquisition of Duracraft,
a manufacturer of home comfort products that expand Honeywell's worldwide
consumer and products portfolio.  The acquisition enhances Honeywell's global
retail strategy for an increased presence in every home.

     `In Industrial Control, we completed the acquisition of the measurement and
control and sensor businesses of Leeds & Northrup that will enhance Honeywell's
position as a leading supplier of products and services for the process and
discrete manufacturing industries.  The acquisition also expands our sensor
portfolio.'

     Honeywell invested $321 million in strategic acquisitions, and repurchased
$73 million of stock, or 1.4 million shares.

     At the end of the first quarter, debt-to-total capital was 32 percent.

     As previously communicated, a Los Angeles jury returned a $234 million
verdict against Honeywell during the complex anti-trust litigation commenced by
Litton Systems in 1990.  If judgment is entered on the jury verdict, the amount
will be trebled.  During upcoming post verdict motions, Honeywell will continue
to vigorously defend its position that its market success was based on higher
reliability, lower costs and better customer support.  The company believes its
actions were well within the bounds of fair competition.

     FIRST-QUARTER BUSINESS UNIT RESULTS

     HOME AND BUILDING CONTROL.  Operating profit for the business was $53.8
million, up 8 percent from $49.9 million last year.  Sales increased to $693
million from $643.1 million in the 1995 first quarter.  Home and Building
Control orders were up 9 percent from year-earlier levels.

     Overall results benefited from a strengthening in domestic Home Control
markets and continued strong international business.

     In conjunction with the Duracraft acquisition, Home and Building Control
established the Consumer Products business, which will focus on major retailers
around the world.  Bernard Chiu, formerly chairman and CEO of Duracraft, was
named president of the new unit.

     In January, Honeywell announced the planned closing of its Arlington
Heights facility and the subsequent transfer of all higher-complexity
electronics products and systems to the Albuquerque, N.M., plant.  The move is
part of an ongoing company-wide initiative to reduce product cost and enhance
the company's global competitive position.

     In addition, Home and Building Control announced a 15-year, $45 million
contract with the Meadowlands Sports Complex to update its heating, cooling, and
lighting systems, and upgrade the existing building management systems.  This
contract represents the largest contract ever won by Home and Building Control.

     INDUSTRIAL CONTROL.  Operating profit was $50.0 million compared with $48.0
million a year earlier.  Sales in the first quarter were $501.9 million,
compared with $456.2 million last year.  Industrial Control orders were up more
than 6 percent for the quarter with strong Industrial Automation and Control
orders, which more than offset industry-wide pressure experienced by Sensing and
Control.

     Industrial Automation and Control performance was driven by strength in
international markets.  Increased demand for systems to improve safety and
productivity in developing countries, such as China, India and Kuwait is
evidenced by three contracts totaling $21 million to supply automation controls.

     Sensing and Control introduced an open and modular integrated PC control
system to control factory automation.  The components of this control solution
are available from a single source - Honeywell.

     SPACE AND AVIATION CONTROL.  Operating profit was $39.1 million, compared
to $26.3 million in the first quarter of 1995.  Sales were $398.3 million,
compared with $353.1  million a year earlier.  Commercial Aviation experienced
double-digit order growth during the quarter.  However, the growth in Commercial
Aviation orders was not enough to offset the decline in military and space
orders, when compared against a strong first-quarter 1995.  Total orders
declined 5 percent.

     During the quarter, Honeywell won a contract with Saudi Arabian Airlines
(Saudia) to supply advanced avionics for its entire new fleet of 777, 747-400,
MD-11 and MD-90 aircraft. The contract includes satellite communications systems
(SATCOM), Traffic Alert and Collision Avoidance Systems (TCAS), Mode S
transponders and Global Navigation Satellite Sensor Units (GNSSU).

     In addition, the Philippine Department of Transportation and
Communications/Air Transportation Office selected Honeywell to launch Global
Positioning System (GPS) technology in the Asia Pacific region by installing the
Honeywell/Pelorus Satellite Landing System (SLS) at three national airports.
Installation of the first SLS-2000 ground station is expected this fall.

     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.


                         HONEYWELL INC. AND SUBSIDIARIES
                          INCOME STATEMENT (Unaudited)
                 (Dollars in Millions Except Per Share Amounts)


<TABLE>
<CAPTION>
                                             FIRST QUARTER
                                        -----------------------
                                           1996         1995
                                        ---------     ---------
<S>                                     <C>           <C>             <C>
SALES                                   $1,619.5      $1,478.7        9.5%

COSTS AND EXPENSES
  Cost of sales                          1,109.0       1,013.2
  Research and development                  85.1          78.8
  Selling, general and administrative      309.3         287.9
  Interest - net                            17.1          17.3
  Equity (income) loss                       0.3          (1.4)
                                         -------       -------

                                         1,520.8       1,395.8
                                         -------       -------

INCOME BEFORE INCOME TAXES                  98.7          82.9

PROVISION FOR INCOME TAXES                  33.6          28.2
                                         -------       -------

NET INCOME                             $    65.1     $    54.7       19.0%


EARNINGS PER COMMON SHARE              $    0.51    $    0.43        18.6%

AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING            126,851,136  127,156,836

</TABLE>
                                        
                         HONEYWELL INC. AND SUBSIDIARIES
                SALES AND OPERATING PROFIT BY SEGMENT (Unaudited)
                              (Dollars in Millions)

<TABLE>
<CAPTION>
                                        FIRST QUARTER
                                   ----------------------

                                     1996           1995
                                   --------      --------

<S>                                <C>           <C>
SALES
  Home and Building Control       $  693.0       $  643.1
  Industrial Control                 501.9          456.2
  Space and Aviation Control         398.3          353.1
  Other                               26.3           26.3
                                  --------      ---------

                                  $1,619.5       $1,478.7

- ----------------------------------------------------------

OPERATING PROFIT
  Home and Building Control       $   53.8       $   49.9
  Industrial Control                  50.0           48.0
  Space and Aviation Control          39.1           26.3
  Other                                0.9            0.2
                                  --------      ---------

  Total operating profit             143.8          124.4
  Interest expense                   (20.9)         (20.8)
  Equity income (loss)                (0.3)           1.4
  General corporate expense          (23.9)         (22.1)
                                  --------      ---------

  Income before income taxes       $  98.7       $   82.9
</TABLE>
                         HONEYWELL INC. AND SUBSIDIARIES
                   STATEMENT OF FINANCIAL POSITION (Unaudited)
                              (Dollars in Millions)

<TABLE>
<CAPTION>

                                                        March 31,  December 31,
                                                          1996         1995
                                                        --------   -----------

<S>                                                     <C>       <C>
ASSETS
Current Assets
  Cash and cash equivalents                            $  124.2    $  291.6
  Short-term investments                                    8.8         9.0
  Receivables (less allowance for doubtful
    accounts:  1996, $33.8; 1995, $34.5)                1,450.2     1,477.3
  Inventories (less progress billing on
    uncompleted contracts:1996, $59.3; 1995, $56.4)       872.1       794.4
  Deferred income taxes                                   197.3       194.6
                                                        --------    --------
                                                        2,652.6     2,766.9

Investments and Advances                                  239.1       244.8
Property, Plant and Equipment
  Property, plant and equipment                         2,953.8     2,857.1
  Less accumulated depreciation                         1,832.5     1,758.2
                                                        --------    --------
                                                        1,121.3     1,098.9
Other Assets
  Long-term receivables (less allowance for doubtful
    accounts:  1996, $0.7; 1995, $0.7)                     42.6        46.8
  Intangible assets                                       827.5       624.2
  Deferred income taxes                                    71.5        71.8
  Other                                                   212.5       206.8
                                                        --------    --------

Total Assets                                           $5,167.1    $5,060.2
                                                        ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Short-term debt                                      $  486.2    $  312.4
  Accounts payable                                        450.2       491.5
  Customer advances                                       181.3       158.2
  Accrued income taxes                                    272.7       274.8
  Deferred income taxes                                    19.5        20.4
  Other accrued liabilities                               744.0       765.2
                                                        --------    --------
                                                        2,153.9     2,022.5

Long-Term Debt                                            478.1       481.0
Deferred Income Taxes                                      49.1        39.2
Other Liabilities                                         475.5       477.4

Stockholders' Equity
  Common stock - $1.50 par value
  Authorized - 250,00,000 shares
  Issued - 1996 - 188,035,247 shares                      282.0
         - 1995 - 188,126,704 shares                                  282.2
  Additional paid-in-capital                              489.8       481.3
  Retained earnings                                     2,838.0     2,805.8
  Treasury stock  - 1996 - 61,367,743 shares           (1,699.8)
                  - 1995 - 61,306,251 shares                       (1,650.2)
  Accumulated foreign currency translation                120.0       140.9
  Pension liability adjustment                            (19.5)      (19.9)
                                                        --------    --------
                                                        2,010.5     2,040.1
                                                        --------    --------
Total Liabilities and Stockholders' Equity             $5,167.1    $5,060.2
                                                        ========    ========
</TABLE>

                         HONEYWELL INC. AND SUBSIDIARIES
                       STATEMENT OF CASH FLOWS (Unaudited)
                              (Dollars in Millions)

<TABLE>
<CAPTION>
                                                             Three Months
                                                         ------------------
                                                            1996      1995
                                                         -------    -------

<S>                                                      <C>         <C>
Cash Flows from Operating Activities
  Net income                                             $  65.1    $  54.7
  Adjustments to reconcile net income to net cash
   flows from operating activities:
     Depreciation                                           54.2       57.8
     Amortization of intangibles                            11.0       13.5
     Deferred income taxes                                   0.2       13.2
     Equity (income) loss, net of dividends received         0.6       (1.4)
     Loss on sale of assets                                  0.1        0.4
     Contributions to employee stock plans                  11.5        8.7
     Decrease in receivables                                65.2       19.0
     Increase in inventories                               (36.2)     (50.0)
     Decrease in accounts payable                          (71.2)     (56.6)
     Increase in accrued income taxes and interest           3.7       14.0
     Other changes in working capital, excluding
      short-term investments and short-term debt           (32.6)     (20.0)
     Other noncurrent items - net                            3.5      (16.9)
                                                         -------    -------

  Net cash flows from operating activities                  75.1       36.4
                                                         -------    -------

Cash Flows from Investing Activities
  Proceeds from sale of assets                              29.9        2.5
  Capital expenditures                                     (65.0)     (53.0)
  Investment in acquisitions, net of cash acquired        (298.3)     (25.4)
  (Increase) decrease in short-term investments              0.1       (7.1)
  Other - net                                                0.9        3.4
                                                         -------    -------

  Net cash flows from investing activities                (332.4)     (79.6)
                                                         -------    -------

Cash Flows from Financing Activities
  Net increase in short-term debt                          167.9       38.9
  Repayment of long-term debt                               (0.3)     (10.2)
  Purchase of treasury stock                               (64.3)     (25.0)
  Proceeds from exercise of stock options                   24.5       15.5
  Dividends paid                                           (33.1)     (31.4)
                                                         -------    -------

  Net cash flows from financing activities                  94.7      (12.2)
                                                         -------    -------

Effect of Exchange Rate Changes on Cash                     (4.8)      10.8
                                                         -------    -------

Decrease in Cash and Cash Equivalents                     (167.4)     (44.6)
Cash and Cash Equivalents at Beginning of Year             291.6      267.4
                                                         -------    -------

Cash and Cash Equivalents at End of Three Months          $124.2     $222.8
                                                         =======    =======
</TABLE>




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