________________________________________________________________________________ ________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 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 HONEYWELL INTERNATIONAL INC. (Exact name of registrant as specified in its charter) <TABLE> <S> <C> 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 (Zip Code) offices) </TABLE> Registrant's telephone number, including area code (973)455-2000 Securities registered pursuant to Section 12(b) of the Act: <TABLE> <S> <C> Name of Each Exchange Title of Each Class on Which Registered - --------------------------------------- ------------------------------------ Common Stock, par value $1 per share* New York Stock Exchange Chicago Stock Exchange Pacific Exchange Money Multiplier Notes due 2000 New York Stock Exchange 9 7/8% Debentures due June 1, 2002 New York Stock Exchange 9.20% Debentures due New York Stock Exchange February 15, 2003 Zero Coupon Serial Bonds due 2000-2009 New York Stock Exchange 9 1/2% Debentures due June 1, 2016 New York Stock Exchange </TABLE> - --------- * The common stock is also listed for trading on the London stock exchange. Securities registered pursuant to Section 12(g) of the Act: None 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [x] The aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $45.9 billion at December 31, 1999. There were 795,133,694 shares of Common Stock outstanding at December 31, 1999. Documents Incorporated by Reference Part I and II: Annual Report to Shareowners for the Year Ended December 31, 1999. Part III: Proxy Statement for Annual Meeting of Shareowners to be held May 1, 2000. ________________________________________________________________________________ ________________________________________________________________________________
HONEYWELL INTERNATIONAL INC. CROSS REFERENCE SHEET <TABLE> <CAPTION> Page(s) in Form 10-K Heading(s) in Annual Report to Shareowners for Annual Item No. Year Ended December 31, 1999 Report - --------- ---------------------------------------------- ---------- <S> <C> <C> <C> 1. Business Note 23. Segment Financial Data ............... 59 Note 24. Geographic Areas -- Financial Data.... 60 Management's Discussion and Analysis........... 20, 24, 26, 28 and 31 3. Legal Proceedings Note 21. Commitments and Contingencies......... 55 5. Market for the Regis- Note 26. Unaudited Quarterly Financial trant's Common Equity Information.................................. 61 and Related Stock- Selected Financial Data........................ 30 holder Matters 6. Selected Financial Data Selected Financial Data........................ 30 7. Management's Management's Discussion and Analysis........... 20, 24, 26, Discussion and Analysis 28 and 31 of Financial Condition and Results of Operations 7A. Quantitative and Management's Discussion and Analysis........... 35 Qualitative Disclosure About Market Risk 8. Financial Statements and Report of Independent Accountants.............. 39 Supplementary Data Consolidated Statement of Income............... 40 Consolidated Balance Sheet..................... 41 Consolidated Statement of Cash Flows........... 42 Consolidated Statement of Shareowners' Equity......................................... 43 Notes to Financial Statements.................. 44 </TABLE> <TABLE> <CAPTION> Heading(s) in Proxy Statement for Page(s) in Annual Meeting of Shareowners Proxy to be held May 1, 2000 Statement --------------------------------- ---------- <S> <C> <C> <C> 10. Directors and Executive Election of Directors; Voting Securities....... * Officers of the Registrant 11. Executive Compensation Election of Directors -- Compensation of Directors; Executive Compensation......................... * 12. Security Ownership of Voting Securities.............................. * Certain Beneficial Owners and Management </TABLE> - --------- * To be included in a definitive Proxy Statement to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 1999. 2
TABLE OF CONTENTS <TABLE> <CAPTION> ITEM PAGE ---- ---- <S> <C> <C> Part I. 1 Business.................................................................................... 4 2 Properties.................................................................................. 14 3 Legal Proceedings........................................................................... 15 4 Submission of Matters to a Vote of Security Holders......................................... 15 Executive Officers of the Registrant........................................................... 15 Part II. 5 Market for the Registrant's Common Equity and Related Stockholder Matters................... 16 6 Selected Financial Data..................................................................... 16 7 Management's Discussion and Analysis of Financial Condition and Results of Operations....... 16 7A Quantitative and Qualitative Disclosure About Market Risk.................................. 17 8 Financial Statements and Supplementary Data................................................. 17 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........ 18 Part III. 10 Directors and Executive Officers of the Registrant......................................... 18(a) 11 Executive Compensation..................................................................... 18(a) 12 Security Ownership of Certain Beneficial Owners and Management............................. 18(a) 13 Certain Relationships and Related Transactions............................................. 18 Part IV. 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K............................ 18 Signatures............................................................................................... 20 </TABLE> - --------- (a) These items are omitted since the Registrant will file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to Regulation 14A involving the election of directors not later than 120 days after December 31, 1999. Certain other information relating to the Executive Officers of the Registrant appears at pages 15 and 16 of this Report. 3
PART I. ITEM 1. BUSINESS On December 1, 1999, AlliedSignal Inc. (AlliedSignal) and Honeywell Inc. (former Honeywell) completed a merger under an Agreement and Plan of Merger (Merger Agreement) dated as of June 4, 1999. Under the Merger Agreement, a wholly-owned subsidiary of AlliedSignal merged with and into the former Honeywell. As a result of the merger, the former Honeywell has become a wholly-owned subsidiary of AlliedSignal. At the effective time of the merger, AlliedSignal was renamed Honeywell International Inc. (Honeywell). MAJOR BUSINESSES Honeywell is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services, control technologies for buildings, homes and industry, automotive products, power generation systems, specialty chemicals, fibers, plastics and electronic and advanced materials. Our operations are conducted by strategic business units, which have been aggregated under four reportable segments: Aerospace Solutions, Automation & Asset Management, Performance Materials and Power & Transportation Products. Financial information related to our reportable segments is included in Note 23 (Segment Financial Data) of Notes to Financial Statements in our 1999 Annual Report to Shareowners which is incorporated by reference. Following is a description of our strategic business units: <TABLE> <CAPTION> STRATEGIC BUSINESS UNITS PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR CUSTOMERS/USES KEY COMPETITORS - -------------- --------------- ----------------------- -------------------- --------------- <S> <C> <C> <C> <C> AEROSPACE SOLUTIONS Engines & Turbine propulsion TFE731 turbofan Business, regional Pratt & Whitney Systems engines TPE331 turboprop and military trainer aircraft Canada TFE1042 turbofan Commercial and military Rolls Royce/ F124 turbofan helicopters Allison LF502 turbofan Military vehicles Turbomeca LF507 turbofan Commercial and military CFE738 turbofan marine craft AS907 turbofan T53, T55 turboshaft LT101 turboshaft T800 turboshaft TF40 turboshaft TF50 turboshaft AGT1500 turboshaft Repair, overhaul and spare parts ---------------------------------------------------------------------------------------------------------- Auxiliary power units Airborne auxiliary Commercial, regional, Pratt & Whitney (APUs) power units business and Canada Jet fuel starters military aircraft Sundstrand Power Secondary power Ground power Systems systems Ground power units Repair, overhaul and spare parts ---------------------------------------------------------------------------------------------------------- Industrial power ASE 8 turboshaft Ground based European Gas ASE 40/50 utilities, industrial Turbines turboshaft or mechanical Rolls Royce/ ASE 120 turboshaft drives Allison Solar ---------------------------------------------------------------------------------------------------------- Environmental control Air management systems: Commercial, regional Barber Colman systems Air conditioning and general Hamilton Sundstrand Bleed air systems aviation aircraft Liebherr Cabin pressure control Military aircraft Lucas systems Ground vehicles Parker Hannifin Air purification and Spacecraft Smiths treatment TAT De-icing systems Electrical power systems: Power distribution and control Emergency power generation Repair, overhaul and spare parts ---------------------------------------------------------------------------------------------------------- </TABLE> 4
<TABLE> <CAPTION> STRATEGIC BUSINESS UNITS PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR CUSTOMERS/USES KEY COMPETITORS - -------------- --------------- ----------------------- -------------------- --------------- <S> <C> <C> <C> <C> Engine systems and Electronic and Commercial air transport, Auxilec accessories hydromechanical regional and general aviation B.F. Goodrich fuel controls Military aircraft Chandler-Evans Engine start systems Hamilton Sundstrand Electronic engine Lockheed Martin controls Lucas Sensors Parker Hannifin Electric, hydraulic and pneumatic power generation systems Pumps, starters, converters, controls, electrical actuation for flight surfaces - ------------------------------------------------------------------------------------------------------------------------------- Aerospace Avionics systems Flight safety systems: Commercial, business Century Electronic Enhanced Ground and general aviation aircraft Garmin Systems Proximity Warning Government aviation B.F. Goodrich Systems (EGPWS) Kaiser Traffic Alert and Litton Collision Avoidance Lockheed Martin Systems (TCAS) Narco Windshear detection Rockwell Collins systems Sextant Flight data and cockpit Smiths voice recorders S-tec Communication, navigation Trimble/Terra and surveillance Universal systems: Air-to-ground telephones Global positioning systems Automatic flight control systems Surveillance systems Integrated systems Flight management systems Cockpit display systems Data management and aircraft performance monitoring systems Vehicle management systems Inertial sensor systems for guidance, stabilization, navigation and control ---------------------------------------------------------------------------------------------------------- Automatic test systems Computer-controlled U.S. Government and GDE Systems automatic test systems international logistics Litton Functional testers and centers Lockheed Martin ancillaries Military aviation Northrop Grumman Portable test and diagnostic systems Advanced battery analyzer/charger ---------------------------------------------------------------------------------------------------------- Inertial sensor Gyroscopes, Military and Astronautics- accelerometers, inertial commercial vehicles Kearfott measurement units and Commercial spacecraft Ball thermal switches and launch vehicles BEI Energy utility boring GEC Transportation Litton Missiles Rockwell Collins Munitions ---------------------------------------------------------------------------------------------------------- Radar systems Aircraft precision Global and U.S. airspace Hughes landing agencies Motorola Ground surveillance Military aviation Raytheon Target detection devices Military missiles Rockwell Collins Thomson-CSF - ------------------------------------------------------------------------------------------------------------------------------- </TABLE> 5
<TABLE> <CAPTION> STRATEGIC BUSINESS UNITS PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR CUSTOMERS/USES KEY COMPETITORS - -------------- --------------- ----------------------- -------------------- --------------- <S> <C> <C> <C> <C> Aerospace Management and technical Maintenance/operation U.S. and foreign government Computer Sciences Services services and provision of space space communications, Dyncorp systems, services logistics and information Lockheed Martin and facilities services Raytheon Systems engineering Commercial space ground SAIC and integration segment systems and services ITT Information technology services Logistics and sustainment ---------------------------------------------------------------------------------------------------------- Aircraft hardware Consumable hardware, Commercial and military Arrow Pemco distribution including fasteners, aviation and space programs Avnet bearings, bolts and Dixie o-rings EV Roberts Adhesives, sealants, Jamaica Bearings lubricants, cleaners M&M Aerospace and paints National Precision Electrical connectors, Pentacon switches, relays and Wesco Aircraft circuit breakers W.S. Wilson Value-added services, repair and overhaul kitting and point-of-use replenishment - ------------------------------------------------------------------------------------------------------------------------------- Aircraft Landing Landing systems Wheels and brakes Commercial and Aircraft Braking Systems Friction products military aircraft Systems Brake control systems Dunlop Wheel and brake B.F. Goodrich overhaul services Messier-Bugatti Aircraft landing Messier-Dowty systems integration - ------------------------------------------------------------------------------------------------------------------------------- Federal Management services Maintenance/ U.S. government Lockheed Martin Manufacturing & operation of facilities Westinghouse Technologies Day and Zimmerman - ------------------------------------------------------------------------------------------------------------------------------- AUTOMATION & ASSET MANAGEMENT Home and Building Products Heating, ventilating and Original equipment Danfoss Control air conditioning manufacturers Emerson controls and components Distributors Holmes for homes and buildings Contractors Invensys Indoor air quality Retailers Johnson Controls products including System integrators Siemens zoning, air cleaners, Commercial customers humidification, heat and homeowners served recovery and energy by the distributor, recovery ventilators wholesaler, contractor, Controls plus integrated retail and utility channels electronic systems for burner, boiler and furnaces Security products and systems Consumer household products including heaters, fans, humidifiers, air cleaners and thermostats Water controls ---------------------------------------------------------------------------------------------------------- Solutions and services HVAC and building control Building managers and owners Carrier solutions and services Contractors, architects and GroupMac Energy management developers Invensys solutions and services Consulting engineers Johnson Controls Security and asset Security directors Local contractors management solutions and Plant managers and utilities services Utilities Siemens Enterprise building Large, global corporations Simplex integration solutions Public school systems Trane Building information Universities services Local governments Critical environment control solutions and services - ------------------------------------------------------------------------------------------------------------------------------- </TABLE> 6
<TABLE> <CAPTION> STRATEGIC BUSINESS UNITS PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR CUSTOMERS/USES KEY COMPETITORS - -------------- --------------- ----------------------- -------------------- --------------- <S> <C> <C> <C> <C> Industrial Control Industrial automation Advanced control software Refining and petrochemical Allen-Bradley solutions and industrial companies Asea Brown Boveri automation systems for Chemical manufacturers Aspentech control and monitoring Oil and gas producers Banner of continuous, batch and Food and beverage processors Fisher-Rosemount hybrid operations Pharmaceutical companies Invensys Process control Utilities Siemens instrumentation Film and coated producers Yokogawa Field instrumentation Pulp and paper industry Web inspection Continuous web producers in Production management the paper, plastics, metals, software rubber, non- wovens and Communications systems printing industries for Industrial Control equipment and systems Consulting, networking engineering and installation ---------------------------------------------------------------------------------------------------------- Sensors, electromechanical Sensors, measurement, Package and materials handling Cherry switches, control control and industrial operations Omron components components Appliance manufacturers Phillips Analytical Automotive companies Optek instrumentation Aviation companies Eaton Recorders Food and beverage processors Telemecanique Controllers Medical equipment Turck Flame safeguard equipment Heat treat processors Yokogawa Flame safeguard equipment Computer and business equipment manufacturers Data acquisition companies - ------------------------------------------------------------------------------------------------------------------------------- PERFORMANCE MATERIALS Performance Carpet fibers Nylon filament and Commercial, residential and BASF Polymers staple yarns specialty carpet markets DuPont Bulk continuous Solutia filament Rhodia Nylon polymer ---------------------------------------------------------------------------------------------------------- Performance fibers Industrial nylon and Passenger car and truck tires Akra polyester yarns Passenger car and light truck Akzo Extended-chain seatbelts and airbags BASF polyethylene composites Broad woven fabrics DSM Fine denier nylon yarns Ropes and mechanical DuPont rubber goods Hoechst Luggage Hyosung Sports gear Kolon Bullet resistant vests, Nylstar helmets and heavy armor Rhodia Cut-resistant industrial upholstery and workwear Sailcloth ---------------------------------------------------------------------------------------------------------- Engineering plastics Thermoplastic nylon Food and pharmaceutical BASF Thermoplastic alloys packaging Bayer and blends Housings (e.g., electric hand DuPont Post-consumer tools, chain saws) Hoechst recycled PET resins Automotive components Monsanto Recycled nylon resins Office furniture Electrical and electronics ---------------------------------------------------------------------------------------------------------- Specialty films Cast nylon Food DuPont of Canada Biaxially oriented nylon Pharmaceuticals Kolon film Packaging and industrial Rexam Custom Fluoropolymer film applications Toyobo ---------------------------------------------------------------------------------------------------------- Chemical intermediates Caprolactam Nylon for fibers, BASF Ammonium sulfate engineered resins and film DSM Hydroxylamine Fertilizer ingredients DuPont Cyclohexanol Specialty chemicals Enichem Cyclohexanone Vitamins Solutia Rhodia Ube - ------------------------------------------------------------------------------------------------------------------------------- </TABLE> 7
<TABLE> <CAPTION> STRATEGIC BUSINESS UNITS PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR CUSTOMERS/USES KEY COMPETITORS - -------------- --------------- ----------------------- -------------------- --------------- <S> <C> <C> <C> <C> Specialty Chemicals Fluorocarbons Genetron'r' refrigerants, Refrigeration Atochem aerosol and Air conditioning DuPont insulation foam blowing Polyurethane foam ICI agents Precision cleaning Genesolv'r' solvents Optical Oxyfume sterilant gases Metalworking Hospitals Medical equipment manufacturers ---------------------------------------------------------------------------------------------------------- Hydrofluoric acid (HF) Anhydrous and aqueous Fluorocarbons Ashland hydrofluoric acid Steel Atochem Oil refining DuPont Chemical intermediates Hashimoto Merck Norfluor Quimaco Fluor ---------------------------------------------------------------------------------------------------------- Fluorine specialties Sulfur hexafluoride (SF6) Electric utilities Air Products Iodine pentafluoride Magnesium Asahi Glass (IF5) Gear manufacturers Atochem Antimony pentafluoride Ausimont (SbF5) Kanto Denko Kogyo Solvay Fluor ---------------------------------------------------------------------------------------------------------- Nuclear services UF6 conversion services Nuclear fuel British Nuclear Electric utilities Fuels Cameco Cogema Tennex ---------------------------------------------------------------------------------------------------------- Pharmaceutical and Active pharmaceutical Agrichemicals Cambrex agricultural chemicals ingredients Pharmaceuticals DSM Oxime-based fine Lonza chemicals Zeneca Fluoroaromatics Bromoaromatics ---------------------------------------------------------------------------------------------------------- High purity chemicals Ultra high purity HF Semiconductors LaPorte Solvents Merck Inorganic acids Olin High purity solvents ---------------------------------------------------------------------------------------------------------- Industrial specialties HF derivatives Diverse by product type Varies by product Imaging Fluoroaromatics line Luminescence and Photodyes plastic additives Phosphors Chemical processing Catalysts Materials and Oxime silanes surface treatment Sealants ---------------------------------------------------------------------------------------------------------- Specialty waxes Polyethylene waxes Coatings BASF Petroleum waxes and Inks Clariant blends Candles Eastman Tire/Rubber Exxon Personal care IGI Packaging Leuna Schumann-Sasol ---------------------------------------------------------------------------------------------------------- Specialty additives Polyethylene waxes PVC Eastman Petroleum waxes and Plastics Geon blends Henkel PVC lubricant systems Plastic additives ---------------------------------------------------------------------------------------------------------- UOP (joint venture) Processes Petroleum, ABB Lummus Catalysts petrochemical, gas Criterion Molecular sieves processing and IFP Adsorbents chemical industries Mobil Design of process Procatalyse plants and equipment Stone & Webster Customer catalyst Zeochem manufacturing - ------------------------------------------------------------------------------------------------------------------------------- Electronic Wafer Interconnect- Semiconductors Applied Materials Materials fabrication dielectrics Microelectronics Dow Corning materials and Interconnect-metals Telecommunications Tokyo-Ohka services Global services ---------------------------------------------------------------------------------------------------------- </TABLE> 8
<TABLE> <CAPTION> STRATEGIC BUSINESS UNITS PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR CUSTOMERS/USES KEY COMPETITORS - -------------- --------------- ----------------------- -------------------- --------------- <S> <C> <C> <C> <C> Specialty Amorphous metal ribbons Electrical distribution ARMCO/Allegheny electronic and components transformers CF Lux materials Advanced polymers High frequency Gould Copper-foils, aluminum electronics Morgan/VAC bonded copper Metal joining Nippon Theft deterrent Toshiba systems Yates Printed circuit boards Telecommunications Computers Consumer electronics Semiconductors Microelectronics Assembly/Packaging Subcontractors ---------------------------------------------------------------------------------------------------------- Advanced Ball grid arrays for chip Computers Fujitsu packaging packaging Telecommunications Gore substrates Consumer electronics Ibiden Kyocera Sheldahl ---------------------------------------------------------------------------------------------------------- Advanced Printed circuit boards Computers Hadco circuits (PCBs); high density Telecommunications JVC interconnect (HDI) Semiconductors Photocircuits solutions, sophisticated Original equipment Unicap rigid PCBs, high-layer manufacturers ViaSystems count/multilayer PCBs, standard multilayer PCBs and laminated multi-chip modules (MCM-L) ---------------------------------------------------------------------------------------------------------- Electronic Contract electronic Semiconductors Celestica manufacturing assembly Electronic Flextronics services manufacturing Jabil Circuits Telecommunications SCI Computers Solectron Fiber-optic networks - ------------------------------------------------------------------------------------------------------------------------------- POWER & TRANSPORTATION PRODUCTS Transportation and Charge-air systems Turbochargers Passenger car, truck Aisin Seiki Power Systems Superchargers and off-highway Borg-Warner Remanufactured components original equipment Hitachi manufacturers (OEMs) Holset Engine manufacturers IHI Aftermarket distributors KKK and dealers MHI Schwitzer ---------------------------------------------------------------------------------------------------------- Thermal systems Charge-air coolers Passenger car, truck Behr/McCord Aluminum radiators and off-highway OEMs Modine Aluminum cooling Engine manufacturers Valeo modules Aftermarket distributors and dealers ---------------------------------------------------------------------------------------------------------- Power generation Microturbine generators Users of electricity Capstone GE/Elliot General Motors Williams International Electric Utilities ---------------------------------------------------------------------------------------------------------- Air brake systems Anti-lock brake On-highway medium and Eaton systems (ABS) heavy truck, Midland-Haldex Air disc brakes bus and trailer OEMs Meritor Air compressors Off-highway equipment WABCO Air valves OEMs Air dryers Aftermarket distributors Actuators and dealers/original Truck electronics equipment service (OES) Competitive remanufactured products - ------------------------------------------------------------------------------------------------------------------------------- </TABLE> 9
<TABLE> <CAPTION> STRATEGIC BUSINESS UNITS PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR CUSTOMERS/USES KEY COMPETITORS - -------------- --------------- ----------------------- -------------------- --------------- <S> <C> <C> <C> <C> Consumer Products Aftermarket Oil, air, fuel, Automotive and heavy AC Delco Group filters, electronic transmission and coolant vehicle aftermarket channels STP/ArmorAll/ components and car care filters and OES Clorox products PCV valves Mass merchandisers Bosch Spark plugs Champion Wire and cable Champ Labs Antifreeze/coolant Havoline/Texaco Ice-fighter products Mann & Hummel Windshield washer fluids NGK Waxes, washes and Peak/Old World specialty cleaners Industries Pennzoil-Quaker State Purolator/Arvin Ind Turtle Wax Various Private Label Wix/Dana Zerex/Valvoline - ------------------------------------------------------------------------------------------------------------------------------- Friction Materials Friction materials Disc brake pads Automotive and heavy vehicle Akebono Aftermarket brake hard Drum brake linings OEMs, OES, brake BBA Group parts Brake blocks manufacturers and aftermarket Dana Disc and drum brake channels Delphi components Mass merchandisers Federal-Mogul Brake hydraulic Installers ITT Automotive components Railway and commercial/ Italy S.r.l. Brake fluid military aircraft OEMs JBI Aircraft brake linings and brake manufacturers Nisshinbo Railway linings Pagid Sumitomo - ------------------------------------------------------------------------------------------------------------------------------- </TABLE> RECENT DEVELOPMENTS As previously described on page 4 of this Form 10-K, AlliedSignal and the former Honeywell completed a merger on December 1, 1999 which was accounted for under the pooling-of-interests accounting method. On that date, the former Honeywell shareowners were entitled to receive 1.875 shares of Honeywell International Inc. common stock for each share of the former Honeywell common stock, with cash paid in lieu of any fractional shares. As a result, former Honeywell shareowners were entitled to receive approximately 241 million shares of Honeywell International Inc. common stock valued at approximately $15 billion at the merger date. After completion of the merger in the fourth quarter of 1999, we recognized a pretax charge of $642 million for the cost of actions designed to improve our combined competitiveness and productivity and improve future profitability. The merger-related actions included the elimination of redundant corporate offices and functional administrative overhead; elimination of redundant and excess facilities and workforce in our combined aerospace businesses; adoption of six sigma productivity initiatives at the former Honeywell businesses; and transition to a global shared services model. The components of the charge included severance costs of $342 million, asset impairments of $108 million, other exit costs of $57 million and merger-related transaction and period expenses of $135 million. Planned global workforce reductions consisted of approximately 6,500 administrative and manufacturing positions. Asset impairments principally related to the elimination of redundant or excess corporate and aerospace facilities and equipment. At year-end, approximately $9 million of redundant assets were not able to be removed from service and are currently being depreciated over their shortened useful lives. Other exit costs related to lease terminations and contract cancellation losses negotiated or subject to reasonable estimation at year-end. Merger-related transaction and period expenses consisted of investment banking and legal fees, former Honeywell deferred compensation vested upon change in control and other direct merger-related expenses incurred in the period the merger was completed. All merger-related actions are expected to be completed by December 31, 2000. In 1999, we also recognized a pretax charge of $321 million for the costs of actions designed to reposition principally the AlliedSignal business units for improved productivity and future profitability. These repositioning actions included the organizational realignment of our aerospace businesses to strengthen market focus and simplify business structure; elimination of an unprofitable product line and rationalization of manufacturing capacity and infrastructure in the Performance Polymers business; a 10
reduction in infrastructure in the Turbocharging Systems business; closing a wax refinery and carbon materials plant and rationalization of manufacturing capacity in the Specialty Chemicals business; elimination of two manufacturing facilities in our Electronic Materials business; a plant closure and outsourcing activity in our automotive Consumer Products Group business; and related and general workforce reductions in all AlliedSignal businesses and our Industrial Control business. The components of the charge included severance costs of $140 million, asset impairments of $149 million, and other exit costs of $32 million. Global workforce reductions consisted of approximately 5,100 manufacturing, administrative, and sales positions. Asset impairments principally related to manufacturing plant and equipment held for sale and capable of being taken out of service and actively marketed in the period of impairment. Other exit costs principally consisted of environmental exit costs associated with chemical plant shutdowns. All repositioning actions, excluding environmental remediation, are expected to be completed by December 31, 2000. Based on our review of the operations and infrastructure of the two companies and our integration planning to date, we expect that the combined company will realize annual cost savings of at least $250 million in 2000, $575 million in 2001 and $750 million in 2002. We expect to realize at least $750 million in cost savings in 2002 as follows: by achieving procurement and purchasing efficiencies by utilizing AlliedSignal's and the former Honeywell's combined purchasing capabilities, centralizing the two companies' purchasing processes and benefiting from the added buying efficiencies that we expect as a result of higher volume purchases; by accelerating implementation of our 'Six Sigma' initiative to achieve defect-free performance in manufacturing and other business processes, and applying this initiative to the former Honeywell businesses, to further enhance the quality of our products and services and increase productivity; by rationalizing corporate overhead costs through the elimination of redundant corporate functions and facilities; by reducing overhead in the combined company's aerospace businesses by eliminating redundancies in the sales and administrative functions and field service operations of these businesses; by integrating the two companies' research and development programs and achieving research and development efficiencies; by reducing the combined company's infrastructure costs by integrating AlliedSignal's and the former Honeywell's international operations and eliminating infrastructure redundancies; and by providing to the former Honeywell's business units administrative services in the areas of accounting, human resources, travel, information technology and training, through AlliedSignal's centralized shared services organization, and eliminating similar services currently provided by the former Honeywell to its business units. While we expect that we will be able to realize these cost savings, we can give no assurance that we will actually be able to do so. In February 2000, we completed the acquisition of Pittway Corporation (Pittway) for approximately $2.2 billion, including the assumption of the net debt of Pittway of approximately $167 million. Pittway had 1999 sales of approximately $1.6 billion. Pittway designs, manufactures and distributes security and fire systems for homes and buildings. In December 1999, we completed the acquisition of TriStar Aerospace Co. (TriStar) for approximately $300 million, which included the assumption of approximately $107 million of TriStar debt. TriStar had 1998 annual sales of approximately $200 million. TriStar distributes fasteners, fastening systems and related hardware and provides customized inventory management services to original equipment manufacturers of aircraft and aircraft components, commercial airlines, and aircraft maintenance, repair and overhaul facilities. 11
In September 1999, we sold our Laminate Systems business for approximately $425 million in cash resulting in a pretax gain of $106 million. The Laminate Systems business had 1998 sales of approximately $400 million. In August 1999, we completed the acquisition of Johnson Matthey Electronics, a division of Johnson Matthey Plc, for approximately $655 millon in cash. Johnson Matthey Electronics supplies wafer fabrication materials and interconnect products to the electronics and telecommunications industries and had 1998 annual sales of approximately $670 million. AEROSPACE SALES Our 1999 and 1998 sales to aerospace customers were both approximately 42 percent of our total sales. Our 1999 and 1998 sales to aerospace original equipment manufacturers were 15 percent and 16 percent, respectively, of our total sales. If there were a large decline in sales of aircraft that use our components, operating results could be negatively impacted. In addition, our 1999 and 1998 sales to aftermarket customers of aerospace products and services were 19 percent and 18 percent, respectively, of our total sales. If there were a large decline in the number of flight hours for aircraft that use our components or services, operating results could be negatively impacted. U.S. GOVERNMENT SALES Sales to the U.S. Government (principally by our Aerospace Solutions segment), acting through its various departments and agencies and through prime contractors, amounted to $2,383, $2,693 and $2,655 million in 1999, 1998 and 1997, respectively, which includes sales to the U.S. Department of Defense of $1,415, $1,658 and $1,618 million in 1999, 1998 and 1997, respectively. We are affected by U.S. Government budget constraints for defense and space programs. U.S. defense spending increased slightly in 1999 and is also expected to increase slightly in 2000. In addition to normal business risks, companies engaged in supplying military and other equipment to the U.S. Government are subject to unusual risks, including dependence on Congressional appropriations and administrative allotment of funds, changes in governmental procurement legislation and regulations and other policies that may reflect military and political developments, significant changes in contract scheduling, complexity of designs and the rapidity with which they become obsolete, necessity for constant design improvements, intense competition for U.S. Government business necessitating increases in time and investment for design and development, difficulty of forecasting costs and schedules when bidding on developmental and highly sophisticated technical work and other factors characteristic of the industry. Changes are customary over the life of U.S. Government contracts, particularly development contracts, and generally result in adjustments of contract prices. We, like other government contractors, are subject to government investigations of business practices and compliance with government procurement regulations. Although such regulations provide that a contractor may be suspended or barred from government contracts under certain circumstances, and the outcome of pending government investigations cannot be predicted with certainty, we are not currently aware of any such investigations that we expect, individually or in the aggregate, will have a material adverse effect on us. In addition, we have a proactive business compliance program designed to ensure compliance and sound business practices. BACKLOG Our total backlog at year-end 1999 and 1998 was $8,736 and $9,400 million, respectively. We anticipate that approximately $6,400 million of the 1999 backlog will be filled in 2000. We believe that backlog is not a reliable indicator of our future sales because a substantial portion of the orders constituting this backlog may be canceled at the customer's option. 12
COMPETITION We are subject to active competition in substantially all product and service areas. Such competition is expected to continue in all geographic regions. Competitive conditions vary widely among the thousands of products and services provided by us, and vary country by country. Depending on the particular customer or market involved, our businesses compete on a variety of factors, such as price, quality, reliability, delivery, customer service, performance, applied technology, product innovation and product recognition. Brand identity, service to customers and quality are generally important competitive factors for our products and services, and there is considerable price competition. Other competitive factors for certain products include breadth of product line, research and development efforts and technical and managerial capability. While our competitive position varies among our products and services, we believe we are a significant factor in each of our major product and service classes. However, certain of our products and services are sold in competition with those of a large number of other companies, some of which have substantial financial resources and significant technological capabilities. In addition, some of our products compete with the captive component divisions of original equipment manufacturers. INTERNATIONAL OPERATIONS We are engaged in manufacturing, sales and/or research and development mainly in the U.S., Europe, Canada, Asia and Latin America. U.S. exports and foreign manufactured products are significant to our operations. Our international operations, including U.S. exports, are potentially subject to a number of unique risks and limitations, including: fluctuations in currency value; exchange control regulations; wage and price controls; employment regulations; foreign investment laws; import and trade restrictions, including embargoes; and governmental instability. However, we have limited exposure in high risk countries and have taken action to mitigate such risks. Financial information related to geographic areas is included in Note 24 (Geographic Areas -- Financial Data) of Notes to Financial Statements in our 1999 Annual Report to Shareowners which is incorporated by reference. RAW MATERIALS The principal raw materials used in our operations are generally readily available. We experienced no significant or unusual problems in the purchase of key raw materials and commodities in 1999. We are not dependent on any one supplier for a material amount of our raw materials. However, we are highly dependent on our suppliers and subcontractors in order to meet commitments to our customers. In addition, many major components and product equipment items are procured or subcontracted on a sole-source basis with a number of domestic and foreign companies. We maintain a qualification and performance surveillance process to control risk associated with such reliance on third parties. While we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects shortages or price increases may have in the future. However, at present, we have no reason to believe a shortage of raw materials will cause any material adverse impact during 2000. PATENTS, TRADEMARKS, LICENSES AND DISTRIBUTION RIGHTS Our business as a whole, and that of our strategic business units, are not dependent upon any single patent or related group of patents, or any licenses or distribution rights. We own, or are licensed under, a large number of patents, patent applications and trademarks acquired over a period of many years, which relate to many of our products or improvements thereon and are of importance to our business. From time to time, new patents and trademarks are obtained, and patent and trademark licenses and rights are acquired from others. We also have distribution rights of varying terms for a number of products and services produced by other companies. In the judgment of management, such rights are adequate for the conduct of the business being done by us. We believe that, in the aggregate, the rights under such patents, trademarks and licenses are generally important to our operations, but we do not consider that any patent, trademark or related group of patents, or any licensing or distribution rights related to a specific process or product are of material importance in 13
relation to our total business. See Item 3 at page 15 of this Form 10-K for information concerning litigation relating to patents in which we are involved. We have registered trademarks for a number of our products, including such consumer brands as Honeywell, Prestone, FRAM, Anso and Autolite. RESEARCH AND DEVELOPMENT Our research activities are directed toward the discovery and development of new products and processes, improvements in existing products and processes, and the development of new uses of existing products. Research and development expense totaled $909, $876 and $796 million in 1999, 1998 and 1997, respectively. Customer-sponsored (principally the U.S. Government) research and development activities amounted to an additional $682, $718 and $850 million in 1999, 1998 and 1997, respectively. ENVIRONMENT We are subject to various federal, state and local requirements regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. It is our policy to comply with these requirements and we believe that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage, and of resulting financial liability, in connection with our business. Some risk of environmental damage is, however, inherent in certain of our operations and products, as it is with other companies engaged in similar businesses. We are and have been engaged in the handling, manufacture, use or disposal of many substances classified as hazardous or toxic by one or more regulatory agencies. We believe that, as a general matter, our handling, manufacture, use and disposal of such substances are in accord with environmental laws and regulations. It is possible, however, that future knowledge or other developments, such as improved capability to detect substances in the environment or increasingly strict environmental laws and standards and enforcement policies thereunder, could bring into question our handling, manufacture, use or disposal of such substances. Among other environmental requirements, we are subject to the federal superfund law, and similar state laws, under which we have been designated as a potentially responsible party that may be liable for cleanup costs associated with various hazardous waste sites, some of which are on the U.S. Environmental Protection Agency's superfund priority list. Although, under some court interpretations of these laws, there is a possibility that a responsible party might have to bear more than its proportional share of the cleanup costs if it is unable to obtain appropriate contribution from other responsible parties, we have not had to bear significantly more than our proportional share in multi- party situations taken as a whole. Capital expenditures for environmental control facilities at existing operations were $40 million in 1999. In addition to capital expenditures, we have incurred and will continue to incur operating costs in connection with such facilities. Reference is made to Management's Discussion and Analysis at page 35 of our 1999 Annual Report to Shareowners, incorporated herein by reference, for further information regarding environmental matters. EMPLOYEES We have approximately 120,000 employees at December 31, 1999. Approximately 81,500 were located in the United States, and, of these employees, about 20% were unionized employees represented by various local or national unions. ITEM 2. PROPERTIES We have approximately 950 locations consisting of plants, research laboratories, sales offices and other facilities. The plants are generally located to serve large marketing areas and to provide accessibility to raw materials and labor pools. The properties are generally maintained in good operating condition. Utilization of these plants may vary with government spending and other business conditions; however, no major operating facility is significantly idle. The facilities, together with planned 14
expansions, are expected to meet our needs for the foreseeable future. We own or lease warehouses, railroad cars, barges, automobiles, trucks, airplanes and materials handling and data processing equipment. We also lease space for administrative and sales staffs. Our headquarters and administrative complex is located at Morris Township, New Jersey. Our principal plants, which are owned in fee unless otherwise indicated, are as follows: <TABLE> <S> <C> <C> AEROSPACE SOLUTIONS ------------------- Anniston, AL Olathe, KS (leased) Redmond, WA Glendale, AZ Columbia, MD Mississauga, Ontario Phoenix, AZ Coon Rapids, MN Canada Tempe, AZ Minneapolis, MN Yeovil, Somerset Tucson, AZ Teterboro, NJ United Kingdom Torrance, CA Albuquerque, NM (partially leased) Rocky Mount, NC Clearwater, FL Urbana, OH South Bend, IN AUTOMATION & ASSET MANAGEMENT ----------------------------- Phoenix, AZ Freeport, IL Plymouth, MN San Diego, CA Golden Valley, MN Offenbach, Germany PERFORMANCE MATERIALS --------------------- Baton Rouge, LA Sparta, TN Longlaville, France Geismar, LA Orange, TX Rudolstadt, Germany Roseville, MN Chesterfield, VA Seelze, Germany Moncure, NC Churchill, VA Pottsville, PA Hopewell, VA Columbia, SC Spokane, WA POWER & TRANSPORTATION PRODUCTS ------------------------------- Torrance, CA Greenville, OH Atessa, Italy Huntington, IN Thaon-Les-Vosges, France Skelmersdale, United Fostoria, OH Glinde, Germany Kingdom </TABLE> ITEM 3. LEGAL PROCEEDINGS The paragraphs under the headings 'Litton Litigation' and 'Other Matters' of Note 21 (Commitments and Contingencies) of Notes to Financial Statements at page 55 of our 1999 Annual Report to Shareowners are incorporated herein by reference. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Registrant, listed as follows, are elected annually. There are no family relationships among them. <TABLE> <CAPTION> NAME, AGE, DATE FIRST ELECTED AN OFFICER BUSINESS EXPERIENCE ------------------ ------------------------------------------------------------ <S> <C> Lawrence A. Bossidy (a), 64 Chairman of the Board since January 1992. Chief Executive Officer 1991 from July 1991 through November 1999. Michael R. Bonsignore (a), 58 Chief Executive Officer since December 1999. Chairman of the 1999 Board and Chief Executive Officer of Honeywell Inc. from April 1993 through November 1999. Giannantonio Ferrari, 60 Chief Operating Officer and Executive Vice President, Performance 1999 Products and Solutions, since December 1999. President and Chief Operating Officer of Honeywell Inc. from April 1997 through November 1999. President, Honeywell Europe S.A. from January 1992 to March 1997. Mr. Ferrari is a citizen of Italy. </TABLE> 15
<TABLE> <CAPTION> NAME, AGE, DATE FIRST ELECTED AN OFFICER BUSINESS EXPERIENCE ------------------ ------------------------------------------------------------ <S> <C> Robert D. Johnson, 52 Chief Operating Officer and Executive Vice President, 1998 Aerospace Businesses, since December 1999. President and Chief Executive Officer of AlliedSignal Aerospace from April 1999 through November 1999. President -- Aerospace Marketing, Sales and Service from January 1999 to March 1999. President -- Electronic & Avionics Systems from October 1997 to December 1998. Vice President and General Manager, Aerospace Services from 1994 to 1997. Peter M. Kreindler, 54 Senior Vice President and General Counsel since March 1992. 1992 Secretary from December 1994 through November 1999. James J. Porter, 48 Senior Vice President -- Information and Business Services 1999 since December 1999. Vice President and Chief Administrative Officer of Honeywell Inc. from January 1998 through November 1999. Corporate Vice President, Human Resources of Honeywell Inc. from May 1993 to December 1997. Donald J. Redlinger, 55 Senior Vice President -- Human Resources and Communications 1991 since February 1995. Senior Vice President -- Human Resources from January 1991 to January 1995. Richard F. Wallman, 48 Senior Vice President and Chief Financial Officer since 1995 March 1995. Vice President and Controller of International Business Machines Corp. from April 1994 to February 1995. </TABLE> - --------- (a) Also a director. PART II. ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market and dividend information for the Registrant's common stock is contained in Note 26 (Unaudited Quarterly Financial Information) of Notes to Financial Statements at page 61 of our 1999 Annual Report to Shareowners, and such information is incorporated herein by reference. The number of record holders of our common stock at December 31, 1999 was 81,282. ITEM 6. SELECTED FINANCIAL DATA The information included under the captions 'Results of Operations', 'Earnings per Common Share' and 'Financial Position At Year-End' in the statement 'Selected Financial Data' at page 30 of our 1999 Annual Report to Shareowners is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 'Management's Discussion and Analysis' on pages 20, 24, 26, 28 and 31 through 38 of our 1999 Annual Report to Shareowners is incorporated herein by reference. This Report contains, or incorporates by reference, certain statements that may be deemed 'forward-looking statements' within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. The forward-looking statements included in this Report are also subject to a number of material risks and uncertainties, including but not limited to economic, competitive, 16
governmental and technological factors affecting our operations, markets, products, services and prices. Such forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Information relating to market risk is included under the caption 'Financial Instruments' in 'Management's Discussion and Analysis' on pages 35 and 36 of our 1999 Annual Report to Shareowners, and such information is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our consolidated financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated January 27, except as to Note 25 which is as of February 4, 2000, appearing on pages 39 through 61 of our 1999 Annual Report to Shareowners, are incorporated herein by reference. PricewaterhouseCoopers LLP did not audit the financial statements of Honeywell Inc., a wholly-owned subsidiary, which statements reflect total assets of $7,170.4 million at December 31, 1998, and total sales of $8,426.7 and $8,027.5 million for each of the two years in the period ended December 31, 1998. Such financial statements were audited by Deloitte & Touche LLP whose audit opinion on such statements was as follows: Independent Auditors' Report ---------------------------- To the Shareowners of Honeywell Inc.: We have audited the statement of financial position of Honeywell Inc. and subsidiaries as of December 31, 1998, and the related statements of income, shareowners' equity and cash flows for each of the two years in the period ended December 31, 1998 (not separately included herein). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the 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, such financial statements present fairly, in all material respects, the financial position of Honeywell Inc. and subsidiaries at December 31, 1998 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Minneapolis, Minnesota February 10, 1999 With the exception of the aforementioned information and the information incorporated by reference in Items 1, 3, 5, 6, 7 and 7A, the 1999 Annual Report to Shareowners is not to be deemed filed as part of this Form 10-K Annual Report. The information provided pursuant to this Item supersedes or modifies the financial information and pro forma financial information included in our Current Reports on Form 8-K filed January 21 and February 14, 2000. 17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information relating to directors of the Registrant, as well as information relating to compliance with Section 16(a) of the Securities Exchange Act of 1934, will be contained in a definitive Proxy Statement involving the election of directors which the Registrant will file with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after December 31, 1999, and such information is incorporated herein by reference. Certain other information relating to Executive Officers of the Registrant appears at pages 15 and 16 of this Form 10-K Annual Report. ITEM 11. EXECUTIVE COMPENSATION Information relating to executive compensation is contained in the Proxy Statement referred to above in 'Item 10. Directors and Executive Officers of the Registrant,' and such information is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information relating to security ownership of certain beneficial owners and management is contained in the Proxy Statement referred to above in 'Item 10. Directors and Executive Officers of the Registrant,' and such information is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Not Applicable PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K <TABLE> <CAPTION> PAGE IN ANNUAL REPORT TO SHAREOWNERS ----------- <S> <C> (a)(1.) Index to Consolidated Financial Statements: Incorporated by reference to the 1999 Annual Report to Shareowners: Report of Independent Accountants................... 39 Consolidated Statement of Income for the years ended December 31, 1999, 1998 and 1997.................. 40 Consolidated Balance Sheet at December 31, 1999 and 1998.............................................. 41 Consolidated Statement of Cash Flows for the years ended December 31, 1999, 1998 and 1997............ 42 Consolidated Statement of Shareowners' Equity for the years ended December 31, 1999, 1998 and 1997.............................................. 43 Notes to Financial Statements....................... 44 </TABLE> (a)(2.) Consolidated Financial Statement Schedules The two financial statement schedules applicable to us have been omitted because of the absence of the conditions under which they are required. 18
(a)(3.) Exhibits See the Exhibit Index to this Form 10-K Annual Report. The following exhibits listed on the Exhibit Index are filed with this Form 10-K Annual Report: <TABLE> <CAPTION> EXHIBIT NO. DESCRIPTION - ----------- ----------- <C> <S> 10.11 364-Day Credit Agreement dated as of December 2, 1999 among Honeywell International Inc., the initial lenders named therein, Citibank, N.A., as administrative agent, Morgan Guaranty Trust Company of New York, as syndication agent, and Salomon Smith Barney Inc. and J.P. Morgan Securities Inc., as arrangers 10.12 Five Year Credit Agreement dated as of December 2, 1999 among Honeywell International Inc., the initial lenders named therein, Citibank, N.A., as administrative agent, The Chase Manhattan Bank, Deutsche Bank AG and Bank of America, N.A., as syndication agents, and Salomon Smith Barney Inc., as lead arranger and book manager 10.15 U.S. $1 Billion Credit Agreement dated as of January 13, 2000 among Honeywell International Inc., the initial lenders named therein, Citibank, N.A., as administrative agent, Morgan Guaranty Trust Company of New York, as syndication agent, and Salomon Smith Barney Inc. and J.P. Morgan Securities Inc., as arrangers 13 Pages 20, 24, 26, 28 and 30 through 61 (except for the data included under the captions 'Financial Statistics' and 'Other Information' on page 30) of our 1999 Annual Report to Shareowners 21 Subsidiaries of the Registrant 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Deloitte & Touche LLP 24 Powers of Attorney 27 Financial Data Schedule </TABLE> (b) Reports on Form 8-K During the three months ended December 31, 1999, Current Reports on Form 8-K were filed on December 3, announcing the consummation of the merger between AlliedSignal Inc. and Honeywell Inc. and on December 17, reporting selected income statement and segment financial data. STATEMENT OF DIFFERENCES The registered trademark symbol shall be expressed as........................'r' 19
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. HONEYWELL INTERNATIONAL INC. February 22, 2000 By: /s/ RICHARD J. DIEMER, JR. ------------------------------------- Richard J. Diemer, Jr. Vice President and Controller Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated: <TABLE> <CAPTION> NAME NAME ---- ---- <S> <C> * * - ------------------------------------------- ------------------------------------------- Lawrence A. Bossidy Robert P. Luciano Chairman of the Board and Director Director * * - ------------------------------------------- ------------------------------------------- Michael R. Bonsignore Russell E. Palmer Chief Executive Officer and Director Director * * - ------------------------------------------- ------------------------------------------- Hans W. Becherer Ivan G. Seidenberg Director Director * * - ------------------------------------------- ------------------------------------------- Gordon M. Bethune Andrew C. Sigler Director Director * * - ------------------------------------------- ------------------------------------------- Marshall N. Carter John R. Stafford Director Director * * - ------------------------------------------- ------------------------------------------- Jaime Chico Pardo Michael W. Wright Director Director * /s/ RICHARD J. DIEMER, JR. - ------------------------------------------- ------------------------------------------- Ann M. Fudge Richard J. Diemer, Jr. Director Vice President and Controller (Principal Accounting Officer) * - ------------------------------------------- James J. Howard Director * - ------------------------------------------- Bruce Karatz Director /s/ RICHARD F. WALLMAN - ------------------------------------------- Richard F. Wallman Senior Vice President and Chief Financial Officer (Principal Financial Officer) *By: /s/ RICHARD F. WALLMAN - ------------------------------------------- (Richard F. Wallman Attorney-in-fact) </TABLE> February 22, 2000 20
EXHIBIT INDEX <TABLE> <CAPTION> EXHIBIT NO. DESCRIPTION - ----------- ----------- <C> <S> 2 Omitted (Inapplicable) 3(i) Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(i) to the Company's Form 8-K filed December 3, 1999) 3(ii) By-laws of the Company, as amended (incorporated by reference to Exhibit 3(ii) to the Company's Form 8-K filed December 3, 1999) 4 The Company is a party to several long-term debt instruments under which, in each case, the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request. 9 Omitted (Inapplicable) 10.1 Master Support Agreement, dated February 26, 1986, as amended and restated January 27, 1987, as further amended July 1, 1987 and as again amended and restated December 7, 1988, by and among the Company, Wheelabrator Technologies Inc., certain subsidiaries of Wheelabrator Technologies Inc., The Henley Group, Inc. and Henley Newco Inc. (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K for the year ended December 31, 1988) 10.2* Deferred Compensation Plan for Non-Employee Directors of AlliedSignal Inc., as amended (incorporated by reference to Exhibit 10.2 to the Company's Form 10-K for the year ended December 31, 1996) 10.3* Stock Plan for Non-Employee Directors of AlliedSignal Inc., as amended (incorporated by reference to Exhibit C to the Company's Proxy Statement, dated March 10, 1994, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934) 10.4* 1985 Stock Plan for Employees of Allied-Signal Inc. and its Subsidiaries, as amended (incorporated by reference to Exhibit 19.3 to the Company's Form 10-Q for the quarter ended September 30, 1991) 10.5* AlliedSignal Inc. Incentive Compensation Plan for Executive Employees, as amended (incorporated by reference to Exhibit B to the Company's Proxy Statement, dated March 10, 1994, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, and to Exhibit 10.5 to the Company's Form 10-Q for the quarter ended June 30, 1999) 10.6* Supplemental Non-Qualified Savings Plan for Highly Compensated Employees of AlliedSignal Inc. and its Subsidiaries, as amended (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended March 31, 1995) 10.7* AlliedSignal Inc. Severance Plan for Senior Executives, as amended (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended March 31, 1994) 10.8* Salary Deferral Plan for Selected Employees of AlliedSignal Inc. and its Affiliates, as amended (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q for the quarter ended March 31, 1995, and to Exhibit 10.9 to the Company's Form 10-Q for the quarter ended June 30, 1999) 10.9* 1993 Stock Plan for Employees of Honeywell International Inc. and its Affiliates (incorporated by reference to Exhibit A to the Company's Proxy Statement, dated March 10, 1994, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934) </TABLE>
<TABLE> <CAPTION> EXHIBIT NO. DESCRIPTION - ----------- ----------- <C> <S> 10.10* Amended and restated Agreement, dated May 6, 1994, as amended May 12, 1997 between the Company and Lawrence A. Bossidy (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q for the quarter ended June 30, 1994 and to Exhibit 10.15 to the Company's Form 10-Q for the quarter ended June 30, 1997) 10.11 364-Day Credit Agreement dated as of December 2, 1999 among Honeywell International Inc., the initial lenders named therein, Citibank, N.A., as administrative agent, Morgan Guaranty Trust Company of New York, as syndication agent, and Salomon Smith Barney Inc. and J.P. Morgan Securities Inc., as arrangers (filed herewith) 10.12 Five Year Credit Agreement dated as of December 2, 1999 among Honeywell International Inc., the initial lenders named therein, Citibank, N.A., as administrative agent, The Chase Manhattan Bank, Deutsche Bank AG and Bank of America, N.A., as syndication agents, and Salomon Smith Barney Inc., as lead arranger and book manager (filed herewith) 10.13* AlliedSignal Inc. Supplemental Pension Plan, as amended (incorporated by reference to Exhibit 10.13 to the Company's Form 10-K for the year ended December 31, 1997) 10.14* Employment Agreement dated as of December 1, 1999 between the Company and Michael R. Bonsignore (incorporated by reference to Exhibit 10.14 to the Company's Form 8-K filed December 3, 1999) 10.15 US $1 Billion Credit Agreement dated as of January 13, 2000 among Honeywell International Inc., the initial lenders named therein, Citibank, N.A., as administrative agent, Morgan Guaranty Trust Company of New York, as syndication agent, and Salomon Smith Barney Inc. and J.P. Morgan Securities Inc., as arrangers (filed herewith) 11 Omitted (Inapplicable) 12 Omitted (Inapplicable) 13 Pages 20, 24, 26, 28 and 30 through 61 (except for the data included under the captions 'Financial Statistics' and 'Other Information' on page 30) of the Company's 1999 Annual Report to Shareowners (filed herewith) 16 Omitted (Inapplicable) 18 Omitted (Inapplicable) 21 Subsidiaries of the Registrant (filed herewith) 22 Omitted (Inapplicable) 23.1 Consent of PricewaterhouseCoopers LLP (filed herewith) 23.2 Consent of Deloitte & Touche LLP (filed herewith) 24 Powers of Attorney (filed herewith) 27 Financial Data Schedule (filed herewith) 28 Omitted (Inapplicable) 99 Omitted (Inapplicable) </TABLE> - --------- The Exhibits identified above with an asterisk(*) are management contracts or compensatory plans or arrangements.