UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-8974
AlliedSignal Inc.
- -------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
- ---------------------------------- ------------------------
State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
- ----------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
(973)455-2000
-------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
---------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
<TABLE
[S] [C]
Outstanding at
Class of Common Stock March 31, 1998
- ---------------------- -----------------
$1 par value 565,319,849 shares
[/TABLE]
<PAGE>
AlliedSignal Inc.
<TABLE>
<CAPTION>
Index Page No.
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Part I. Financial Information
Item 1. Condensed Financial Statements:
Consolidated Balance Sheet -
March 31, 1998 and December 31, 1997...........3
Consolidated Statement of Income -
Three Months Ended March 31, 1998 and 1997.....4
Consolidated Statement of Cash Flows -
Three Months Ended March 31, 1998 and 1997.....5
Notes to Financial Statements....................6
Report on Review by Independent
Accountants....................................8
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations...........................9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk....................................13
Part II. Other Information
Item 2. Changes in Securities............................14
Item 4. Submission of Matters to a Vote of
Security Holders...............................14
Item 6. Exhibits and Reports on Form 8-K.................15
Signatures....................................................16
</TABLE>
2
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<TABLE>
<CAPTION>
AlliedSignal Inc.
Consolidated Balance Sheet
(Unaudited)
March 31, December 31,
1998 1997
---------- -------------
(Dollars in millions)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 483 $ 611
Short-term investments 54 430
Accounts and notes receivable 1,942 1,886
Inventories 2,330 2,093
Other current assets 560 553
----- -------
Total current assets 5,369 5,573
Investments and long-term receivables 478 480
Property, plant and equipment 9,173 9,189
Accumulated depreciation and
amortization (4,965) (4,938)
Cost in excess of net assets of
acquired companies - net 2,580 2,426
Other assets 973 977
------ ------
Total assets $13,608 $13,707
======= =======
LIABILITIES
Current Liabilities:
Accounts payable $ 1,343 $ 1,345
Short-term borrowings 43 47
Commercial paper 226 821
Current maturities of long-term debt 188 224
Accrued liabilities 1,935 1,999
------ ------
Total current liabilities 3,735 4,436
Long-term debt 1,592 1,215
Deferred income taxes 628 694
Postretirement benefit obligations
other than pensions 1,768 1,775
Other liabilities 1,114 1,201
SHAREOWNERS' EQUITY
Capital - common stock issued 716 716
- additional paid-in capital 2,799 2,425
Common stock held in treasury, at cost (2,827) (2,665)
Accumulated other nonowner changes (221) (179)
Retained earnings 4,304 4,089
------ --------
Total shareowners' equity 4,771 4,386
------ --------
Total liabilities and shareowners' equity $13,608 $13,707
======= =======
</TABLE>
Notes to Financial Statements are an integral part of this
statement.
3
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<TABLE>
<CAPTION>
AlliedSignal Inc.
Consolidated Statement of Income
(Unaudited)
Three Months Ended
March 31
---------------------
1998 1997
---- ----
(Dollars in millions except
per share amounts)
<S> <C> <C>
Net sales $3,646 $3,327
------ ------
Cost of goods sold 2,809 2,605
Selling, general and
administrative expenses 398 365
------ ------
Total costs and expenses 3,207 2,970
------ ------
Income from operations 439 357
Equity in income of affiliated companies 34 41
Other income (expense) (1) 34
Interest and other financial charges (34) (42)
------ ------
Income before taxes on income 438 390
Taxes on income 138 131
----- -----
Net income $ 300 $ 259
======= =======
Earnings per share of common
stock - basic $ .53 $ .46
======= =======
Earnings per share of common stock -
assuming dilution $ .52 $ .45
======= =======
Cash dividends per share of
common stock $ .15 $ .13
======= =======
</TABLE>
Notes to Financial Statements are an integral part of this
statement.
4
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<TABLE>
<CAPTION>
AlliedSignal Inc.
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended
March 31
----------------------
1998 1997
---- ----
(Dollars in millions)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 300 $ 259
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization (includes goodwill) 153 150
Undistributed earnings of equity affiliates (5) (6)
Deferred income taxes (22) 15
(Increase) in accounts and notes receivable (41) (6)
(Increase) in inventories (86) (126)
Decrease in other current assets 27 19
(Decrease) in accounts payable (34) (27)
(Decrease) in accrued liabilities (52) (184)
Taxes paid on sales of businesses (153) -
Other (1) -
----- -----
Net cash provided by operating activities 86 94
----- ------
Cash flows from investing activities:
Expenditures for property, plant and equipment (124) (146)
Proceeds from disposals of property, plant and
equipment 33 6
Decrease in investments and long-term receivables - 8
(Increase) in other investments (1) -
Cash paid for acquisitions (38) -
Proceeds from sales of businesses 144 -
Decrease(increase) in short-term investments 376 (99)
----- ----
Net cash provided by (used for) investing activities 390 (231)
----- -----
Cash flows from financing activities:
Net (decrease) increase in commercial paper (595) 46
Net (decrease) in short-term borrowings (7) (14)
Proceeds from issuance of preferred stock of subsidiary - 112
Proceeds from issuance of common stock 46 68
Proceeds from issuance of long-term debt 408 8
Payments of long-term debt (73) (43)
Repurchases of common stock (298) (123)
Cash dividends on common stock (85) (72)
Other - (45)
----- -----
Net cash (used for) financing activities (604) (63)
------ -----
Net (decrease) in cash and cash equivalents (128) (200)
Cash and cash equivalents at beginning of year 611 1,465
------- -------
Cash and cash equivalents at end of period $ 483 $1,265
===== =======
</TABLE>
Notes to Financial Statements are an integral part of this
statement.
5
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AlliedSignal Inc.
Notes to Financial Statements
(Unaudited)
(In millions except per share amounts)
Note 1. In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments,
consisting only of normal adjustments, necessary to present fairly
the financial position of AlliedSignal Inc. and its consolidated
subsidiaries at March 31, 1998 and the results of operations and
cash flows for the three months ended March 31, 1998 and 1997. The
results of operations for the three-month period ended March 31,
1998 should not necessarily be taken as indicative of the results of
operations that may be expected for the entire year 1998.
The financial information as of March 31, 1998 should be read in
conjunction with the financial statements contained in the Company's
Form 10-K Annual Report for 1997.
Note 2. Accounts and notes receivable consist of the following:
<TABLE>
<S> <C> <C>
March 31, December 31,
1998 1997
--------- -------------
Trade $1,548 $1,466
Other 425 457
------- -------
1,973 1,923
Less-Allowance for doubtful
accounts and refunds (31) (37)
-------- -------
$1,942 $1,886
======= =======
</TABLE>
Note 3. Inventories consist of the following:
<TABLE>
<S>
<C> <C>
March 31, December 31,
1998 1997(a)
------- ----------
Raw materials $ 628 $ 605
Work in process 753 722
Finished products 1,085 905
Supplies and containers 89 89
------- -------
2,555 2,321
Less - Progress payments (88) (88)
Reduction to LIFO cost basis (137) (140)
------ -------
$2,330 $2,093
======= ========
</TABLE>
(a) Reclassified for comparative purposes.
Note 4. Effective January 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130 - "Reporting Comprehensive
Income" (SFAS No. 130), which establishes standards for reporting
and display of changes in equity from nonowner sources in the
financial statements. Total nonowner changes in shareowners' equity
for the three months ended March 31, 1998 and 1997 are $258 and $173
million, respectively, which principally represent net income and
foreign currency translation adjustments.
6
<PAGE>
Note 5. The details of the earnings per share calculations for the
three-month periods ending March 31, 1998 and 1997 follow:
<TABLE>
<S> <C> <C> <C>
Per Share
Income Shares Amount
------ ------ ---------
1998
Earnings per share of common
stock - basic $300 564.3 $.53
Dilutive securities:
Stock options 13.4
Restricted stock units .7
----- ------ ------
Earnings per share of common
stock - assuming dilution $300 578.4 $.52
===== ===== =====
1997
Earnings per share of common
stock - basic $259 567.0 $.46
Dilutive securities:
Stock options 14.3
Restricted stock units 1.1
----- ------ -----
Earnings per share of common
stock - assuming dilution $259 582.4 $.45
===== ====== =====
</TABLE>
Outstanding stock options to purchase 1.2 million shares of common
stock as of March 31, 1998 were not included in the computation of
diluted earnings per share because the options' exercise prices were
greater than the average market price of the common shares during
the period.
Note 6. During the first quarter of 1998, the Company issued $200
million of 6.20% notes due February 1, 2008, and $200 million of
5-3/4% dealer remarketable securities due March 15, 2011.
Note 7. During the first quarter of 1998, the Company issued 10.7
million shares of its common stock, valued at approximately $400
million, for acquisitions.
7
<PAGE>
Report on Review by Independent Accountants
___________________________________________
To the Board of Directors
of Alliedsignal Inc.
We have reviewed the accompanying consolidated balance sheet of
AlliedSignal Inc. and its subsidiaries as of March 31, 1998, and the
consolidated statements of income and of cash flows for the three-
month periods ended March 31, 1998 and 1997. This financial
information is the responsibility of the Company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the financial information referred to above
for it to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December
31, 1997, and the related consolidated statements of income, of
retained earnings, and of cash flows for the year then ended (not
presented herein); and in our report dated January 28, 1998
we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information
set forth in the accompanying consolidated balance sheet information
as of December 31, 1997, is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has been
derived.
Price Waterhouse LLP
4 Headquarters Plaza North
Morristown, NJ 07962
April 22, 1998
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Results of Operations
---------------------
First Quarter 1998 Compared with First Quarter 1997
- ---------------------------------------------------
Net sales in the first quarter of 1998 were $3.6 billion, an
increase of $319 million, or 10%, compared with the first quarter of
1997. Of this increase, $371 million was due to higher sales volume
and $270 million from recent acquisitions, offset in part by a $232
million reduction for disposed businesses, mainly the Automotive
safety restraints business. Selling prices were lower by $52
million, mainly for the Engineered Materials and Aerospace segments.
The impact of foreign exchange on the Automotive and Engineered
Materials segments also reduced sales by $38 million.
Aerospace sales of $1,715 million in the first quarter of 1998
increased by $317 million, or 23%, compared with the first quarter
of 1997. Sales increased for all Aerospace businesses reflecting
continued strength for both original equipment and aftermarket
products as well as for repair and overhaul services. Aerospace
Equipment Systems had substantially higher sales reflecting strength
across all product lines, particularly engine controls and
environmental control systems, as well as the acquisition of Grimes
Aerospace (Grimes) in July 1997. Electronic & Avionics Systems also
had substantially higher sales reflecting strong demand for the
Company's enhanced ground proximity warning system (EGPWS) and other
flight safety and cockpit communications products. The Federal
Aviation Administration (FAA) announced recently that it would
require passenger aircraft to be equipped with EGPWS by the end of
2003. Engines also had significantly higher sales due to strong
shipments of auxiliary power units to the commercial air transport
and regional aircraft markets and propulsion engine demand in the
business jet market. The acquisition of certain operations of
Banner Aerospace (Banner) in January 1998 also contributed to
Aerospace's higher sales.
Engineered Materials sales of $1,125 million in the first
quarter of 1998 were $124 million, or 12%, higher compared with the
same quarter of 1997. Sales of Polymers were moderately higher due
mainly to growth in engineering plastics and specialty films. Higher
sales in engineering plastics were driven by strong demand in the
lawn care and automotive product lines. Specialty films sales
growth was mainly attributable to significant demand for the
Company's blister packaging product used in the pharmaceutical
market. Sales of Specialty Chemicals were substantially higher
primarily reflecting the acquisition of Astor Holdings, Inc. (Astor)
in October 1997. Sales of Electronic Materials were also moderately
higher mainly due to volume gains in multilayer laminates and
amorphous metals.
Automotive sales of $805 million in the first quarter
of 1998 were $122 million, or 13%, lower compared with
the first quarter of 1997. The decrease primarily
reflects the disposition of the safety restraints business.
Excluding the disposed safety restraints business, sales were
13% higher. Turbocharging Systems sales were substantially
higher reflecting strong demand in the North American
truck market and the European turbodiesel-powered passenger
car market in part reflecting the popularity of the Company's
variable nozzle turbocharger introduced last year. Truck
Brake Systems sales in North America were also
9
<PAGE>
substantially higher driven by higher anti-lock brake
installation rates to comply with government mandates
and increased truck builds. The Automotive Products Group
had a moderate sales gain reflecting the acquisitions of the
Prestone Products Corporation in June 1997 and the Holt Lloyd Group
Ltd. in November 1997 which offset lower sales of friction materials
and spark plugs.
Cost of goods sold as a percent of net sales decreased from
78.3% in the first quarter of 1997 to 77.1% in the first quarter of
1998 reflecting results of the Company's continuing Six Sigma
programs to improve productivity and lower manufacturing and
materials costs.
Selling, general and administrative expenses as a percent of
net sales decreased slightly, from 11.0% in the first quarter of
1997 to 10.9% in the first quarter of 1998. Selling, general and
administrative expenses increased $33 million, or 9%, reflecting in
part the impact of acquisitions.
Income from operations of $439 million in the first quarter of
1998 increased by $82 million, or 23%, compared with the first
quarter of 1997. On a segment basis, Aerospace income from
operations increased by 49% and Engineered Materials income from
operations increased by 33%. Income from operations for the
Automotive segment decreased 43%. Excluding the divested safety
restraints business, Automotive income from operations decreased
18%. The Company's operating margin for the first quarter of 1998
was 12.0%, compared with 10.7% for the same period last year. See
the discussion of net income below for information by segment.
Productivity (the constant dollar basis relationship of sales
to costs) improved by 5.9% compared with the first quarter of 1997
primarily reflecting ongoing Six Sigma initiatives to lower
materials and manufacturing costs.
Equity in income of affiliated companies of $34 million in the
first quarter of 1998 decreased by $7 million, or 17%, compared with
the same quarter in 1997, primarily due to lower earnings from the
UOP process technology joint venture (UOP) and the absence of
earnings from investments divested in connection with the sale of
the safety restraints business.
Other income (expense), a $1 million loss in the first quarter
of 1998, decreased by $35 million, compared with the same quarter in
1997, reflecting the absence of foreign exchange gains and lower
interest income primarily due to a lower cash position because of
spending for acquisitions.
Interest and other financial charges of $34 million in the
first quarter of 1998 decreased by $8 million, or 19%, compared with
the first quarter in 1997. This decrease results from lower tax
interest expense due to an acceleration of worldwide tax audits
resulting in developments favorable to the Company's position,
offset in part by higher debt-related interest expense reflecting
increased levels of debt.
The effective tax rate in the first quarter of 1998 decreased
to 31.5%, compared with 33.6% in the first quarter of 1997,
primarily due to an increase in energy tax credits, tax benefits on
exports and other tax planning strategies.
Net income of $300 million, or $0.52 per share, in
the first quarter of 1998 was 16% higher than last
year's first quarter net income of $259 million, or
10
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$0.45 per share. All earnings per share data in Management's
Discussion and Analysis reflect diluted earnings per share.
Aerospace net income of $149 million in the first quarter of
1998 improved by $50 million, or 51%, compared with the same quarter
in 1997. Strong unit volume increases, particularly in higher
margin aftermarket parts, as well as productivity improvements
resulted in substantially higher earnings for Electronic & Avionics
Systems and Aerospace Equipment Systems. The acquisition of Grimes
also contributed to higher net income for Aerospace Equipment
Systems. Electronic & Avionics Systems also benefited from the
resolution of manufacturing difficulties which adversely affected
1997 results. Engines net income declined slightly compared with
the prior year's first quarter because of higher investment in new
product development, including a new propulsion engine for business
jet aircraft.
Engineered Materials net income of $127 million in the first
quarter of 1998 increased by $19 million, or 18%, compared with the
first quarter of 1997. Polymers net income improved due to a
decline in nylon and polyester raw material costs, volume growth and
Six Sigma capacity utilization initiatives. Specialty Chemicals
income increased due in part to the acquisition of Astor and a
slight improvement in raw material costs. Lower selling prices for
fluorine products and a decrease in UOP net income were partial
offsets. Weakness in Asian semiconductor markets and a less
favorable price/cost spread for laminate systems contributed to
lower earnings for Electronic Materials.
Automotive net income of $21 million in the first quarter of
1998 was $31 million, or 60%, lower than in the first quarter of
1997. The decrease primarily reflects the absence of net income
from the disposed safety restraints business and a decline in
operating performance of the Automotive Products Group. Truck Brake
Systems net income was even with last year reflecting the cost of
consolidating plants to improve productivity. Turbocharging Systems
net income improved moderately over the prior year driven by sales
gains.
Financial Condition
-------------------
March 31, 1998 Compared with December 31, 1997
- ----------------------------------------------
On March 31, 1998, the Company had $537 million in cash and
cash equivalents and short-term investments compared with $1,041
million at year-end 1997. The decrease mainly reflects funds
deployed for debt reduction, acquisitions and common stock
repurchases.
The Company's long-term debt on March 31, 1998 was $1,592
million, an increase of $377 million compared with year-end 1997.
During the first quarter of 1998 the Company issued $408 million of
new long-term debt. Total debt of $2,049 million on March 31, 1998
was $258 million lower than at December 31, 1997. The Company's
total debt as a percent of capital at March 31, 1998 was 27.9%,
compared with 31.7% at year-end 1997.
During the first three months of 1998, the Company spent $124
million for capital expenditures, compared with $146 million in the
corresponding period in 1997. Spending for the 1998 three month
period was as follows: aerospace-$39 million, engineered materials-
$58 million, automotive-$24 million and corporate-$3 million.
11
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During the first three months of 1998, the Company repurchased
7.0 million shares of common stock for $284 million. Common stock
is generally repurchased to meet the expected requirements for
shares issued under employee benefit plans, acquisitions and a
shareowner dividend reinvestment plan. At March 31, 1998, the
Company was authorized to repurchase 73.4 million shares of common
stock.
In January 1998, the Company acquired the Hardware Group and
PacAero unit of Banner, distributors of aircraft hardware, for
common stock valued at approximately $350 million. The acquired
operations have annual sales of about $250 million, principally to
commercial air transport and general aviation customers. Also, in
the first quarter of 1998, the Company completed the sale of its
underwater detection systems business to L-3 Communications
Corporation for approximately $70 million in cash. The ocean
systems unit had annual revenues of about $70 million.
The Company continuously assesses the relative strength of its
portfolio of businesses as to strategic fit, market position and
profit contribution in order to upgrade its combined portfolio and
identify operating units that will most benefit from increased
investment. The Company considers acquisition candidates that will
further its strategic plan and strengthen its existing core
businesses. The Company also identifies operating units that do not
fit into its long-term strategic plan based on their market
position, relative profitability or growth potential. These
operating units are considered for potential divestiture,
restructuring or other repositioning action. During the first
quarter 1998, the Company sold certain non-strategic businesses and
other assets.
The Company has recognized the need to ensure that its computer
operations and operating systems will not be adversely affected by
the upcoming calendar year 2000 and is cognizant of the time
sensitive nature of the problem. The Company has assessed how it
may be impacted by Year 2000 and has formulated and commenced
implementation of a comprehensive plan to address known issues as
they relate to its information systems. The plan, as it relates to
information systems, involves a combination of software
modification, upgrades and replacement. The Company estimates that
the cost of Year 2000 compliance for its information systems will
not have a material adverse effect on the future consolidated
results of operations of the Company. The Company's target date for
the remediation of its critical information systems is December 31,
1998.
The Company is not yet able to estimate the cost for Year 2000
compliance with respect to production and facilities equipment,
products, customers and suppliers; however, based on a preliminary
review, management does not expect that such costs will have a
material adverse effect on the future consolidated results of
operations of the Company. The Company expects that the
assessment and development of remediation plans with respect to
production and facilities equipment, products, customers and
suppliers will be substantially complete by the end of the third
quarter of 1998.
12
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Review by Independent Accountants
- ---------------------------------
The "Independent Accountants' Report" included herein is not a
"report" or "part of a Registration Statement" prepared or certified
by an independent accountant within the meanings of Section 7 and 11
of the Securities Act of 1933, and the accountants' Section 11
liability does not extend to such report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------
See the Company's most recent annual report filed on Form 10-K
(Item 7A). There has been no material change in this information.
13
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PART II. OTHER INFORMATION
Item 2. Changes in Securities
On January 13, 1998, in reliance on Section 4(2) under
the Securities Act of 1933, as amended, the Company issued
9,609,319 shares of its common stock to certain subsidiaries of
Banner Aerospace, Inc., a Delaware corporation, in connection
with the acquisition by the Company of certain assets of such
subsidiaries.
On March 31, 1998, in reliance on Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as
amended, the Company issued 1,049,764 shares of its common
stock to the shareholders of Tensor, Inc., a Texas corporation
(Tensor), in connection with the acquisition by the Company of
substantially all of the assets of Tensor.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareowners of the Company
held on April 27, 1998, the following matters set forth in the
Company's Proxy Statement dated March 10, 1998, which was filed
with the Securities and Exchange Commission pursuant to
Regulation 14A under the Securities Exchange Act of 1934, were
voted upon with the results indicated below.
(1) The nominees listed below were elected directors
for a three-year term ending in 2001 with the respective votes
set forth opposite their names:
FOR WITHHELD
Daniel P. Burnham 486,043,142 10,970,389
Russell E. Palmer 487,350,706 9,662,825
Ivan G. Seidenberg 487,457,372 9,556,159
Andrew C. Sigler 487,276,836 9,736,695
Thomas P. Stafford 486,302,222 10,711,309
(2) A proposal seeking approval of the appointment
of Price Waterhouse LLP as independent accountants for 1998 was
approved, with 490,671,740 votes cast FOR, 3,664,648 votes cast
AGAINST and 2,677,143 abstentions;
(3) A shareowner proposal regarding executive
severance pay was not approved, with 92,253,736 votes cast
FOR, 348,349,774 votes cast AGAINST, 8,828,094 abstentions
and 47,581,927 broker non-votes;
(4) A shareowner proposal regarding shareowner voting
provisions was approved, with 257,666,128 votes cast FOR, 183,385,083
votes cast AGAINST, 8,380,393 abstentions and 47,581,927 broker
non-votes;
14
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(5) A shareowner proposal regarding the annual
election of directors was not approved, with 218,810,234 votes
cast FOR, 222,547,862 votes cast AGAINST, 8,073,508 abstentions
and 47,581,927 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed with this
Form 10-Q:
15 Independent Accountants' Acknowledgment Letter
as to the incorporation of their report relating
to unaudited interim financial statements
27 Financial Data Schedule
(b) Reports on Form 8-K.
During the three months ended March 31, 1998:
1) Reports on Form 8-K were filed on January 15, February 23
and March 18, in each case reporting, under Item 9,
unregistered sales of the Company's Common Stock
in reliance on Regulation S under the Securities Act.
2) A report on Form 8-K was filed February 2,
reporting the Company's financial results for the
three-months and twelve months ended December 31, 1997.
3) Reports on Form 8-K were filed February 5 and
February 18, disclosing two public offerings of debt
securities of the Company.
15
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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 thereunto duly authorized.
AlliedSignal Inc.
Date: May 11, 1998 By: /s/ Richard F.Wallman
-------------------------
Richard F. Wallman
Senior Vice President and Chief
Financial Officer
(on behalf of the Registrant
and as the Registrant's
Principal Accounting Officer)
16
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<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
Exhibit Number Description
2 Omitted (Inapplicable)
3 Omitted (Inapplicable)
4 Omitted (Inapplicable)
10 Omitted (Inapplicable)
11 Omitted (Inapplicable)
15 Independent Accountants'
Acknowledgment Letter as to
the incorporation of their
report relating to unaudited
interim financial statements
18 Omitted (Inapplicable)
19 Omitted (Inapplicable)
22 Omitted (Inapplicable)
23 Omitted (Inapplicable)
24 Omitted (Inapplicable)
27 Financial Data Schedule
99 Omitted (Inapplicable)
</TABLE>
17
Exhibit 15
----------
May 11, 1998
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Dear Ladies and Gentlemen:
We are aware that the March 31, 1998 Quarterly Report on
Form 10-Q of AlliedSignal Inc. which includes our report
dated April 22, 1998 (issued pursuant to the provisions of
Statement on Auditing Standard No. 71) will be incorporated
by reference in the Prospectuses constituting part of
AlliedSignal Inc.'s Registration Statements, on Forms S-8
(Nos. 33-09896, 33-51455, 33-55410, 33-58347, 33-60261,
33-62963, 33-64295 and 333-14673), on Forms S-3 (Nos. 33-13211,
33-14071, 33-55425, 33-64245, 333-22355, 333-44523,
333-45555 and 333-49455) and on Form S-8 (filed as an amendment
to Form S-14, No. 2-99416-01). We are also aware of our
responsibilities under the Securities Act of 1933.
Very truly yours,
/s/ Price Waterhouse LLP
- -----------------------
Price Waterhouse LLP
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
Exhibit 27
----------
<LEGEND>
This schedule contains summary financial information extracted
from the consolidated balance sheet at March 31, 1998 and the
consolidated statement of income for the three-months
ended March 31, 1998 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MARCH-31-1998
<CASH> 483
<SECURITIES> 54
<RECEIVABLES> 1,548
<ALLOWANCES> 31
<INVENTORY> 2,330
<CURRENT-ASSETS> 5,369
<PP&E> 9,173
<DEPRECIATION> 4,965
<TOTAL-ASSETS> 13,608
<CURRENT-LIABILITIES> 3,735
<BONDS> 1,592
0
0
<COMMON> 716
<OTHER-SE> 4,055
<TOTAL-LIABILITY-AND-EQUITY> 13,608
<SALES> 3,646
<TOTAL-REVENUES> 3,646
<CGS> 2,809
<TOTAL-COSTS> 2,809
<OTHER EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34
<INCOME-PRETAX> 438
<INCOME-TAX> 138
<INCOME-CONTINUING> 300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 300
<EPS-PRIMARY> .53
<EPS-DILUTED> .52
</TABLE>
