<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1996
OR
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
------------------ -------------------
Commission File Number 33-44282
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
HONEYWELL RETIREMENT INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
HONEYWELL INC.
Honeywell Plaza
Minneapolis, Minnesota 55408
Included herewith and set forth on pages 2 to 10 hereof are the Honeywell
Retirement Investment Plan Financial Statements for the Years Ended December 31,
1996 and 1995 and Supplemental Schedules for the Year Ended December 31, 1996
prepared by the firm of Deloitte & Touche LLP, Independent Auditors.
<PAGE>
HONEYWELL RETIREMENT
INVESTMENT PLAN
FINANCIAL STATEMENTS AS OF AND FOR THE
YEARS ENDED DECEMBER 31, 1996 AND 1995
AND INDEPENDENT AUDITORS' REPORT
<PAGE>
HONEYWELL RETIREMENT INVESTMENT PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, December 31,
1996 and 1995 2-3
Statements of Changes in Net Assets Available for Benefits,
Years Ended December 31, 1996 and 1995 4-5
Notes to Financial Statements 6
<PAGE>
INDEPENDENT AUDITORS' REPORT
Honeywell Retirement Investment Plan
We have audited the accompanying financial statements of Honeywell Retirement
Investment Plan (the Plan) as of December 31, 1996 and 1995 and for the years
then ended, listed in the foregoing Table of Contents. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the accompanying financial statements present fairly, in all
material respects, the net assets available for benefits as of December 31, 1996
and 1995 and the changes in net assets available for benefits for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements, rather than to present information regarding the net assets
available for benefits and changes in net assets available for benefits of the
individual funds, and it is not a required part of the basic financial
statements. This supplemental information by fund is the responsibility of the
Plan's management. Such supplemental information by fund has been subjected to
the auditing procedures applied in our audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
Minneapolis, Minnesota
June 20, 1997
<PAGE>
HONEYWELL RETIREMENT INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(SUPPLEMENTAL INFORMATION BY FUND)
---------------------------------------------------------------------------------------
GOVERNMENT SHORT-TERM BONDS STOCKS HONEYWELL UNITED
COMBINED INCOME BOND PLUS PLUS S&P 500 STOCK INCOME
TOTAL FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in Master Trusts $ 3,376,714 $ 844,951 $ 3,729 $ 7,435 $ 977,528 $ 588,264 $ 571,403 $ 2
Investments in First Trust 127,246
Other receivables 18,308 17,771 62 475
----------- ---------- -------- -------- --------- --------- --------- -------
Total assets 3,522,268 862,722 3,729 7,497 978,003 588,264 571,403 2
LIABILITIES:
Administration fees payable 1,281 373 32 44 453 379
Other payables 18,682 17,771 6 92 749 64
----------- ---------- -------- -------- --------- ---------
Total liabilities 19,963 18,144 38 136 1,202 443
----------- ---------- -------- -------- --------- --------- --------- -------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 3,502,305 $ 844,578 $ 3,691 $ 7,361 $ 976,801 $ 587,821 $ 571,403 $ 2
----------- ---------- -------- -------- --------- --------- --------- -------
----------- ---------- -------- -------- --------- --------- --------- -------
(SUPPLEMENTAL INFORMATION BY FUND)
---------------------------------------------------------------------------------------
T. ROWE T. ROWE T. ROWE
VANGUARD PRICE PRICE PRICE
COLUMBIA WORLD INTERNATIONAL SMALL CAP EQUITY
SPECIAL JANUS GROWTH STOCK VALUE INCOME ISOLATED PARTICIPANT
FUND FUND FUND FUND FUND FUND FUNDS LOANS
--------- ---------- -------- -------- --------- --------- --------- -----------
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments in Master Trusts $ 72,394 $ 46,248 $ 41,039 $ 33,083 $ 18,495 $ 7,246 $ 164,897
Investments in First Trust $ 127,246
Other receivables
--------- ---------- -------- -------- --------- --------- --------- ---------
Total assets 72,394 46,248 41,039 33,083 18,495 7,246 127,246 164,897
LIABILITIES:
Administration fees payable
Other payables
Total liabilities
NET ASSETS AVAILABLE FOR --------- ---------- -------- -------- --------- --------- --------- ---------
BENEFITS AT END OF YEAR $ 72,394 $ 46,248 $ 41,039 $ 33,083 $ 18,495 $ 7,246 $ 127,246 $ 164,897
--------- ---------- -------- -------- --------- --------- --------- ---------
--------- ---------- -------- -------- --------- --------- --------- ---------
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
HONEYWELL RETIREMENT INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(SUPPLEMENTAL INFORMATION BY FUND)
-------------------------------------------------------------------------------------
GOVERNMENT SHORT-TERM BONDS STOCKS HONEYWELL UNITED COLUMBIA
COMBINED INCOME BOND PLUS PLUS S&P 500 STOCK INCOME SPECIAL
TOTAL FUND FUND FUND FUND FUND FUND FUND FUND
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments in Master Trusts $ 3,944,720 $ 1,000,732 $ 7,115 $ 4,963 $ 1,205,648 $ 592,621 $ 743,904 $ 6,818 $ 69,803
Investments at First Trust 106,235
Contributions receivable 10,154 980 70 560 772 7,190 10 96
Other receivables 9,577 9,251 44 5 277
----------- ----------- -------- -------- ----------- ---------- --------- -------- --------
Total assets 4,070,686 1,010,963 7,229 4,968 1,206,485 593,393 751,094 6,828 69,899
LIABILITIES:
Administration fees payable 617 197 5 2 278 135
Other payables 9,916 9,251 47 6 655 (43)
----------- ----------- -------- -------- ----------- ----------
Total liabilities 10,533 9,448 52 8 933 92
----------- ----------- -------- -------- ----------- ---------- --------- -------- --------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 4,060,153 $ 1,001,515 $ 7,177 $ 4,960 $ 1,205,552 $ 593,301 $ 751,094 $ 6,828 $ 69,899
----------- ----------- -------- -------- ----------- ---------- --------- -------- --------
----------- ----------- -------- -------- ----------- ---------- --------- -------- --------
<CAPTION>
(SUPPLEMENTAL INFORMATION BY FUND)
---------------------------------------------------------------------------------------------------
T. ROWE T. ROWE T. ROWE
VANGUARD PRICE PRICE PRICE
SCUDDER WORLD INTERNATIONAL SMALL CAP EQUITY
JANUS INTERNATIONAL GROWTH STOCK VALUE INCOME ISOLATED PARTICIPANT
FUND FUND FUND FUND FUND FUND FUNDS LOANS
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments in Master Trusts $ 45,588 $ 8,062 $ 39,836 $ 68,552 $ 8,637 $ 14,137 $ 128,304
Investments at First Trust $ 106,235
Contributions receivable 105 22 80 209 20 40
Other receivables
--------- -------- --------- --------- -------- -------- --------- ---------
Total assets 45,693 8,084 39,916 68,761 8,657 14,177 106,235 128,304
LIABILITIES:
Administration fees payable
Other payables
Total liabilities
NET ASSETS AVAILABLE FOR --------- -------- --------- --------- -------- -------- --------- ---------
BENEFITS AT END OF YEAR $ 45,693 $ 8,084 $ 39,916 $ 68,761 $ 8,657 $ 14,177 $ 106,235 $ 128,304
--------- -------- --------- --------- -------- -------- --------- ---------
--------- -------- --------- --------- -------- -------- --------- ---------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
HONEYWELL RETIREMENT INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(SUPPLEMENTAL INFORMATION BY FUND)
-------------------------------------------------------------------------------------
GOVERNMENT SHORT-TERM BONDS STOCKS HONEYWELL UNITED COLUMBIA
COMBINED INCOME BOND PLUS PLUS S&P 500 STOCK INCOME SPECIAL
TOTAL FUND FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
IN MASTER TRUSTS $ 588,644 $ 47,449 $ (22,782) $ 1,327 $ 153,088 $ 140,465 $ 210,418 $ 506 $ 8,906
CONTRIBUTIONS:
Employer contributions 4,424 4,424
Rollover contributions 117,293 (4,308) (7,759) 44 (716) (85) (85)
Employee pretax contributions 24,903 7,189 260 81 3,849 4,336 4,483 106 663
----------- ---------- ---------- -------- --------- --------- --------- ------ --------
Total contributions 146,620 2,881 260 81 (3,910) 4,380 8,191 21 578
TRANSFERS FROM (TO) OTHER
FUNDS 68,940 2,000 2,538 44,505 55,485 (168,751) 1,253
----------- ---------- ---------- -------- --------- --------- --------- ------ -------
TOTAL INVESTMENT INCOME,
CONTRIBUTIONS,
AND TRANSFERS 735,263 119,269 (20,522) 3,945 193,684 200,330 49,858 527 10,737
LOANS:
Repayments 16,090 457 7 7,518 13,283 9,032 85 291
Distributions (6,304) (7,828) (10,606) (1,362)
DISTRIBUTIONS TO PARTICIPANTS (1,281,562) (284,202) 17,008 (866) (417,344) (205,452) (236,595) (7,433) (8,481)
TRUSTEES' AND ADMINISTRATIVE
FEES (11,549) (1,790) (429) (685) (4,781) (3,035) (624) (5) (52)
----------- ---------- ---------- -------- --------- --------- --------- ------ -------
INCREASE (DECREASE) IN NET
ASSETS (557,848) (156,937) (3,486) 2,401 (228,751) (5,480) (179,691) (6,826) 2,495
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR 4,060,153 1,001,515 7,177 4,960 1,205,552 593,301 751,094 6,828 69,899
----------- ---------- ---------- -------- --------- --------- --------- ------ -------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 3,502,305 $ 844,578 $ 3,691 $ 7,361 $ 976,801 $ 587,821 $ 571,403 $ 2 $ 72,394
----------- ---------- ---------- -------- --------- --------- --------- ------ --------
----------- ---------- ---------- -------- --------- --------- --------- ------ --------
<CAPTION>
(SUPPLEMENTAL INFORMATION BY FUND)
-----------------------------------------------------------------------------------------------------
T. ROWE T. ROWE T. ROWE
VANGUARD PRICE PRICE PRICE
SCUDDER WORLD INTERNATIONAL SMALL CAP EQUITY
JANUS INTERNATIONAL GROWTH STOCK VALUE INCOME ISOLATED PARTICIPANT
FUND FUND FUND FUND FUND FUND FUNDS LOANS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
IN MASTER TRUSTS $ 8,133 $ 453 $ 8,949 $ 7,734 $ 3,696 $ 1,616 $ 18,686
CONTRIBUTIONS:
Employer contributions
Rollover contributions (85) (382) (238) (229) $ 41,203 89,933
Employee pretax contributions 1,026 179 707 1,444 214 366
--------- -------- --------- --------- -------- --------- --------- --------
Total contributions 941 179 325 1,206 (15) 366 41,203 89,933
TRANSFERS FROM (TO) OTHER
FUNDS (2,701) 1,590 2,748 12,161 424 (20,192)
--------- -------- --------- --------- -------- --------- --------- --------
TOTAL INVESTMENT INCOME,
CONTRIBUTIONS,
AND TRANSFERS 9,074 (2,069) 10,864 11,688 15,842 2,406 21,011 108,619
LOANS:
Repayments 1,644 27 1,709 2,657 1,433 594 (54,827)
Distributions 26,100
DISTRIBUTIONS TO PARTICIPANTS (10,122) (6,039) (11,398) (49,986) (7,431) (9,922) (43,299)
TRUSTEES' AND ADMINISTRATIVE
FEES (41) (3) (52) (37) (6) (9)
--------- -------- --------- --------- -------- --------- --------- --------
INCREASE (DECREASE) IN NET
ASSETS 555 (8,084) 1,123 (35,678) 9,838 (6,931) 21,011 36,593
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR 45,693 8,084 39,916 68,761 8,657 14,177 106,235 128,304
--------- -------- --------- --------- -------- --------- --------- --------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 46,248 $ - $ 41,039 $ 33,083 $ 18,495 $ 7,246 $ 127,246 $164,897
--------- -------- --------- --------- -------- --------- --------- --------
--------- -------- --------- --------- -------- --------- --------- --------
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
HONEYWELL RETIREMENT INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(SUPPLEMENTAL INFORMATION BY FUND)
----------------------------------------------------------------------------------------------
FROZEN
GOVERNMENT SHORT-TERM BONDS STOCKS FIXED HONEYWELL UNITED
COMBINED INCOME BOND PLUS PLUS S&P 500 INCOME STOCK INCOME
TOTAL FUND FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
IN MASTER TRUSTS $ 781,321 $ 52,428 $ 1,504 $ 883 $ 252,575 $ 148,087 $ 9,007 $ 265,758 $ 863
CONTRIBUTIONS:
Employee pretax contributions 144,165 39,831 2,662 451 27,160 24,419 24,190 451
Employer stock match 21,544 21,544
---------- ---------- -------- -------- ---------- --------- -------- --------- -------
Total contributions 165,709 39,831 2,662 451 27,160 24,419 45,734 451
TRANSFERS FROM (TO) OTHER
FUNDS 156,117 567 (15) 12,108 75,328 (190,344) 30,348 5,519
---------- ---------- -------- -------- ---------- --------- -------- --------- -------
TOTAL INVESTMENT INCOME,
CONTRIBUTIONS,
AND TRANSFERS 947,030 248,376 4,733 1,319 291,843 247,834 (181,337) 341,840 6,833
LOANS:
Repayments 29,275 2,326 34 9,739 14,080 12,992
Distributions (30,319) (3,361) (183) (21,682) (16,119) (4,453) (10,813)
DISTRIBUTIONS TO PARTICIPANTS (311,389) (98,652) (18,325) (88,138) (28,777) (20,727) (54,611)
TRUSTEES' AND ADMINISTRATIVE
FEES (6,193) (1,662) (45) (13) (2,221) (977) (367) (669) (5)
---------- ---------- -------- -------- ---------- --------- -------- --------- -------
INCREASE (DECREASE) IN NET
ASSETS 629,448 147,018 (14,672) 1,157 189,541 216,041 (206,884) 288,739 6,828
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR 3,430,705 854,497 21,849 3,803 1,016,011 377,260 206,884 462,355
---------- ---------- -------- -------- ---------- --------- -------- --------- -------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $4,060,153 $1,001,515 $ 7,177 $ 4,960 $1,205,552 $ 593,301 $ - $ 751,094 $ 6,828
---------- ---------- -------- -------- ---------- --------- -------- --------- -------
---------- ---------- -------- -------- ---------- --------- -------- --------- -------
<CAPTION>
(SUPPLEMENTAL INFORMATION BY FUND)
----------------------------------------------------------------------------------------------
T. ROWE T. ROWE T. ROWE
VANGUARD PRICE PRICE PRICE
COLUMBIA SCUDDER WORLD INTERNATIONAL SMALL CAP EQUITY
SPECIAL JANUS INTERNATIONAL GROWTH STOCK VALUE INCOME ISOLATED PARTICIPANT
FUND FUND FUND FUND FUND FUND FUND FUNDS LOANS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME
IN MASTER TRUSTS $ 15,892 $ 7,001 $ 1,352 $ 5,116 $ 7,790 $ 1,325 $ 2,893 $ 8,847
CONTRIBUTIONS:
Employee pretax contributions 4,624 4,846 1,668 1,976 9,231 1,072 962 $ 622
Employer stock match --------- --------- -------- --------- --------- --------- --------- ---------- --------
Total contributions 4,624 4,846 1,668 1,976 9,231 1,072 962 622
TRANSFERS FROM (TO) OTHER
FUNDS (8,419) 19,157 (12,651) 33,814 (26,945) 5,472 5,635 (100,982) (4,709)
--------- --------- -------- --------- --------- --------- --------- ---------- --------
TOTAL INVESTMENT INCOME,
CONTRIBUTIONS,
AND TRANSFERS 12,097 31,004 (9,631) 40,906 (9,924) 7,869 9,490 (100,360) 4,138
LOANS:
Repayments 1,069 2,140 1,776 320 3,105 1,769 312 (78,937)
Distributions (1,172) (2,424) (2,121) (1,286) (1,758) (1,604) (1,504) 98,799
DISTRIBUTIONS TO PARTICIPANTS (1,398) (761)
TRUSTEES' AND ADMINISTRATIVE
FEES (69) (36) (12) (24) (75) (6) (12)
--------- --------- -------- --------- --------- --------- --------- ---------- ----------
INCREASE (DECREASE) IN NET
ASSETS 11,925 30,684 (9,988) 39,916 ( 10,050) 8,028 8,286 (100,360) 23,239
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR 57,974 15,009 18,072 78,811 629 5,891 206,595 105,065
--------- --------- -------- --------- --------- --------- --------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 69,899 $ 45,693 $ 8,084 $ 39,916 $ 68,761 $ 8,657 $ 14,177 $ 106,235 $ 128,304
--------- --------- -------- --------- --------- --------- --------- ---------- ----------
--------- --------- -------- --------- --------- --------- --------- ---------- ----------
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
HONEYWELL RETIREMENT INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- ------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Honeywell Retirement
Investment Plan (the Plan) are prepared under the accrual method of
accounting. Contributions to the Plan are included in income in the year
the contributions payable are accrued by Honeywell Inc. (the Sponsor) or
paid in by plan participants.
INVESTMENT VALUATION - All determinations of fair values of investments are
made by the trustees and are based upon quoted prices in an active market,
except unallocated insurance contracts, which are valued at their contract
values, as determined by the issuing insurance companies.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
2. PLAN DESCRIPTION
GENERAL INFORMATION - The Plan is a voluntary, tax-deferred savings program
designed to provide supplemental retirement benefits to certain employees.
It succeeded Part B of the Sperry Retirement Program. Most legal
provisions of the Sperry Plan remained unchanged, and the Plan continues to
serve employees covered by a collective bargaining agreement which provided
for coverage under the Plan.
The Honeywell Pension and Retirement Committee, as the plan administrator,
designates members of the Honeywell Pension and Retirement Administrative
Committee and appoints the trustees. The Honeywell Pension and Retirement
Administrative Committee has authority to take such actions as may be
necessary for the administration of the Plan or as it is directed by the
Honeywell Pension and Retirement Committee. See Note 6 for a listing of
the appointed trustees.
In May 1996, the Plan Sponsor sold the division to which the participants
were employed. In accordance with the sale, participants can no longer
contribute to the Plan and no longer receive contributions from the Plan
Sponsor. All participants became fully vested upon sale of the division.
It is Honeywell's intent to hold these assets until the participants are
eligible to access them under Plan provisions. There were no other
significant changes to the provisions of the Plan.
CONTRIBUTIONS - The following contributions are made to the Plan:
(a) The Sponsor contributes to the Plan, on behalf of the participants,
various percentages of the participants' pay as elected by the
participants. The maximum pretax and after-tax contribution
percentages are determined by the Honeywell Pension and Retirement
Committee. Participants elect their own contribution levels, subject
to this maximum percentage. Contributions, including sponsor stock
match contributions, are also subject to certain limitations.
6
<PAGE>
(b) Participants who have received distributions from other qualified
plans under Section 401(a) of the Internal Revenue Code or from
individual retirement plans under Sections 402 and 408 of the code may
transfer (rollover) all or a part of such distributions to their
accounts.
(c) Prior to May 1996, the Sponsor contributed between $.25 and $.50 in
Honeywell Inc. stock to the participants' Performance Stock Match Fund
accounts for each $1.00 participants contributed to their pretax
accounts. Such sponsor contributions were limited to a maximum of 4%
of the participants' pay. The amount of the Sponsor's contribution
depended upon the Sponsor's return on investment (as defined).
LOANS TO PARTICIPANTS - The Plan allows participants to apply for and
obtain loans in an amount as defined in the Plan (not less than $1,000 and
not greater than $50,000 or 50% of their pretax and pretax rollover account
balances) from the balance of their accounts. The loans can be repaid
through payroll deductions over the period of 12 to 48 months or up to 180
months for the purchase of a primary residence, or they can be repaid in
full at any time that is at least 6 months after the date of the loan.
Interest is charged at a rate equal to prime rate plus 1%. Payments of
principal and interest are credited to the participants' accounts. Also,
participants may have only one outstanding loan at a time.
PARTICIPATION - Employees are eligible to participate in the Plan only if
they are classified regular full-time or regular part-time employees, are
not covered by any other savings plan maintained by Honeywell Inc., and are
covered under a collective bargaining agreement which provides for
participation in the Plan.
VESTING - Participants are 100% vested in the portion of their individual
accounts attributable to their contributions and become 100% vested in the
portion of their accounts attributable to sponsor contributions to the
Stock Match Fund after three years of service. In the event of plan
termination, the individual participants' vested accounts become
distributable to the participants or their beneficiaries in accordance with
the provisions of the Plan.
FORFEITURES - All nonvested sponsor contributions are forfeited by
participants when they terminate employment. Prior to May 1996, such
forfeitures are used to reduce the Sponsor's subsequent contributions.
INVESTMENT OPTIONS - For contributions, the Plan provides for several
investment options. Individual participants choose the fund or funds in
which to invest from the following:
GOVERNMENT INCOME FUND - Invests primarily in short-term U.S.
Government securities.
SHORT-TERM BOND FUND - Invests in U.S. Government, mortgage, and high-
quality corporate bonds with short-term and intermediate-term (one to
five years) maturities.
BONDS PLUS FUND - Diversified among U.S. Treasury bills, high-quality
intermediate- and long-term (one to ten) bonds and domestic stocks.
STOCKS PLUS FUND - Invests in domestic stocks that make up the
Standard & Poor's 500 Composite Stock Index, high-quality bonds, T.
Rowe Price Foreign Equity Fund, and U.S. Treasury bills.
7
<PAGE>
S&P 500 FUND - Invests in stocks that make up the Standard & Poor's
500 Composite Stock Index.
HONEYWELL STOCK FUND - Invests entirely in shares of Honeywell Inc.
common stock.
UNITED INCOME FUND - Invests primarily in common stocks of large,
well-established companies that pay above-average dividends. The Fund
also invests, to a lesser extent, in fixed income securities - both
high-quality corporate bonds and U.S. Treasury obligations.
COLUMBIA SPECIAL FUND - Invests primarily in smaller companies with
capitalizations that are less than the average for the companies
included in the Standard & Poor's 500 Stock Index.
JANUS FUND - Invests primarily in a combination of large, established
corporations and small, rapidly emerging companies.
SCUDDER INTERNATIONAL FUND - Intends to diversify its foreign
investments among several countries and not concentrate investments in
any particular industry. During the 1996 plan year this fund option
was eliminated.
VANGUARD WORLD GROWTH FUND - Invests primarily in high-quality,
established growth stocks of companies with exceptional earnings
records, strong market positions, good financial strength, and low
sensitivity to changing economic conditions.
T. ROWE PRICE INTERNATIONAL STOCK FUND - Invests primarily in stock of
established companies outside the United States with proven
performance records.
T. ROWE PRICE SMALL CAP VALUE FUND - Invests primarily in common
stocks of small, rapidly growing companies.
T. ROWE PRICE EQUITY INCOME FUND - Invests primarily in common stocks
of large, well-established companies that pay above-average dividends.
PLAN STATUS - The Plan has received a favorable determination letter from
the Internal Revenue Service stating that the Plan was qualified under the
applicable sections of the Internal Revenue Code.
PLAN TERMINATION - Although it has not expressed any intent to do so, the
Sponsor has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to the provisions of the
Employee Retirement Income Security Act of 1974. In the event of plan
termination, participants shall be 100% vested in their accounts.
3. INVESTMENT IN EXECUTIVE LIFE INSURANCE COMPANY
At December 31, 1996 and 1995, the Plan's Isolated Funds consisted
primarily of investments in Executive Life Insurance Company (Executive
Life) guaranteed investment contracts (GICs), with approximately 1% and 2%,
respectively, of total net assets available for benefits. In 1991, the
State of California insurance commissioner seized Executive Life and placed
it in a court-supervised conservatorship. Distributions have been received
from the conservator totaling approximately 80% of the contract balance
immediately prior to the conservatorship. As of the report date, June 20,
1997, the Plan has received 93% of the contract balance. Further, the
Plan's management
8
<PAGE>
currently estimates that the sum of additional distributions from the
conservator, and recoveries from various state guarantee funds, will not
differ significantly from the remaining recorded contract values. Although
the Plan is currently involved in litigation with the various state
guaranty funds regarding the amount and nature of coverage, plan management
does not believe that the ultimate shortfall will be material to the Plan's
financial statements.
After the conservatorship was established, the Sponsor has isolated the
Executive Life GICs into the Isolated Fund pursuant to a plan amendment
requiring such action. Currently, there are certain restrictions on the
ability to withdraw, transfer, or conduct settlement activity with respect
to the remaining balances.
4. INTERESTS IN MASTER TRUSTS
The Plan's investments are included in master trusts with T. Rowe Price
Trust Company and First Trust National Association, which were established
in 1993 for the investment of assets of the Plan and several other
Honeywell-sponsored retirement plans. Each participating retirement plan
has an undivided interest in the master trusts. At December 31, 1996 and
1995, the Plan's interest in the net assets of the master trusts was
approximately 0.2% and 0.3%, respectively. Investment income and
administrative expenses related to the master trust are allocated to the
individual plans based upon average monthly balances invested by each plan.
The following table presents the fair value of investments held in master
trusts (in thousands).
1996 1995
Investments at fair value:
Custom funds:
Government Income Fund $ 351,723 $ 366,474
Short-Term Bond Fund 14,095 14,601
Bonds Plus Fund 37,144 27,817
Stocks Plus Fund 297,488 278,497
S&P 500 Fund 403,903 324,162
Honeywell Stock Fund 440,043 300,564
Mutual funds, primarily equity securities 335,143 228,849
Participants' loans 35,634 30,623
------------ ------------
$ 1,915,173 $ 1,571,587
------------ ------------
------------ ------------
Investment income for master trust is as follows (in thousands):
Net appreciation of fair value of investments:
Custom funds:
Short-Term Bond Fund $ 604 $ 1,414
Bonds Plus Fund 2,874 4,399
Stocks Plus Fund 38,909 56,870
S&P 500 Fund 76,126 86,294
Honeywell Stock Fund 111,749 101,561
Mutual funds, primarily equity securities 21,906 26,821
------------ ------------
252,168 277,359
Interest and dividends 57,377 43,784
------------ ------------
$ 309,545 $ 321,143
------------ ------------
------------ ------------
9
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In 1993, the Sponsor transferred the GICs issued by Executive Life and
Mutual Benefit Life Insurance Company to First Trust National Association.
A master trust was established for the investment of these assets of the
Plan and several other Honeywell-sponsored retirement plans. Each
participating retirement plan has an undivided interest in the master
trust. At December 31, 1996 and 1995, the Plan's interest in the net
assets of the master trust was approximately 0.72%. The contract value of
the GICs for the master trust was approximately $17.6 million and $20.9
million at December 31, 1996 and 1995, respectively.
5. PARTIES-IN-INTEREST TRANSACTIONS
There were no prohibited party-in-interest transactions during the years
ended December 31, 1996 and 1995.
6. INFORMATION PROVIDED BY TRUSTEES
Plan funds are held in trust by trustees for the sole purpose of making
investments, plan payments, and paying trust operating expenses. Trustees
appointed by the Honeywell Pension and Retirement Committee as of
December 31, 1996 were T. Rowe Price Trust Company and First Trust National
Association.
The trustees provide the Plan with monthly statements which report all
transactions. The plan administrator has obtained certifications from the
trustees that the information in such statements is complete and accurate.
The amounts in the accompanying statements of net assets available for
benefits and of changes in net assets available for benefits have been
derived from the information submitted by the trustees, except for certain
adjustments which resulted in an increase (decrease) in the amount of net
assets reported by the trustees of $0 and $10,154 as of December 31, 1996
and 1995, respectively. Such adjustments are primarily recorded for the
purpose of converting the trustees' statements from the cash basis to the
accrual basis of accounting and to reflect the impact of participant loan
activity.
The Government Income Fund, Stocks Plus Fund, S&P 500 Fund, and Honeywell
Stock Fund individually represented 5% or more of net assets available for
benefits as of December 31, 1996 and 1995.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
HONEYWELL RETIREMENT INVESTMENT PLAN
Dated: June 26, 1997 By: /s/ Jim Porter
----------------------------------
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
44282 of the Honeywell Retirement Investment Plan on Form S-8 of our report
dated June 20, 1997, appearing in this Annual Report on Form 11-K of the
Honeywell Retirement Investment Plan for the year ended December 31, 1996.
Minneapolis, Minnesota
June 20, 1997
