________________________________________________________________________________ ________________________________________________________________________________ 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, 1996 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) <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 offices) (Zip Code) </TABLE> Registrant's telephone number, including area code (201)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 Stock Exchange Money Multiplier Notes due 1998-2000 New York Stock Exchange 9 7/8% Debentures due June 1, 2002 New York Stock Exchange 9.20% Debentures due February 15, 2003 New York Stock Exchange Zero Coupon Serial Bonds due 1997-2009 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 Amsterdam, Basle, Frankfurt, Geneva, London, Paris and Zurich stock exchanges. 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 $18.9 billion at December 31, 1996. There were 282,814,625 shares of Common Stock outstanding at December 31, 1996. Documents Incorporated by Reference Part I and II: Annual Report to Shareowners for the Year Ended December 31, 1996. Part III: Proxy Statement for Annual Meeting of Shareowners to be held April 28, 1997. ________________________________________________________________________________ ________________________________________________________________________________
ALLIEDSIGNAL 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, 1996 Report - ---------------------------------- ------------------------------------------------------------ ------------ <S> <C> <C> 1. Business Note 25. Segment Financial Data ............................ 37 Note 26. Geographic Areas -- Financial Data ................ 38 Management's Discussion and Analysis ....................... 19 3. Legal Proceedings Note 21. Commitments and Contingencies ..................... 35 5. Market for the Regis- Note 27. Unaudited Quarterly Financial trant's Common Equity Information ............................................. 38 and Related Stock- Selected Financial Data .................................... 39 holder Matters 6. Selected Financial Data Selected Financial Data .................................... 39 7. Management's Discussion and Management's Discussion and Analysis ....................... 19 Analysis of Financial Condition and Results of Operations 8. Financial Statements and Report of Independent Accountants .......................... 38 Supplementary Data Consolidated Statement of Income ........................... 26 Consolidated Statement of Retained Earnings ................ 26 Consolidated Balance Sheet ................................. 27 Consolidated Statement of Cash Flows ....................... 28 Notes to Financial Statements .............................. 29 </TABLE> <TABLE> <CAPTION> Heading(s) in Proxy Statement for Page(s) in Annual Meeting of Shareowners Proxy to be held April 28, 1997 Statement ------------------------------------------------------------ ------------ <S> <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 Certain Voting Securities .......................................... * 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, 1996. 2
NOTE: AlliedSignal Inc. is sometimes referred to in this Report as the Registrant and as the Company, and AlliedSignal Inc. and its consolidated subsidiaries are sometimes referred to as the Company, as the context may require. TABLE OF CONTENTS <TABLE> <CAPTION> ITEM PAGE --------------------------------------------------------------------------------------------------- ---- <S> <C> <C> Part I. 1 Business........................................................................................ 4 2 Properties...................................................................................... 13 3 Legal Proceedings............................................................................... 14 4 Submission of Matters to a Vote of Security Holders............................................. 14 Executive Officers of the Registrant............................................................... 14 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 8 Financial Statements and Supplementary Data..................................................... 16 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............ 16 Part III. 10 Directors and Executive Officers of the Registrant............................................. 16(a) 11 Executive Compensation......................................................................... 17(a) 12 Security Ownership of Certain Beneficial Owners and Management................................. 17(a) 13 Certain Relationships and Related Transactions................................................. 17 Part IV. 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K................................ 17 Signatures.................................................................................................... 18 </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, 1996. Certain other information relating to the Executive Officers of the Registrant appears at pages 14 and 15 of this Report. 3
PART I. ITEM 1. BUSINESS AlliedSignal Inc. (with its consolidated subsidiaries referred to in this Report as the Company) was organized in the State of Delaware in 1985. The Company is the successor to Allied Corporation, which was organized in the State of New York in 1920. AlliedSignal is an advanced technology and manufacturing company serving customers worldwide with aerospace and automotive products, chemicals, fibers, plastics and advanced materials. The Company's operations are conducted under three business segments: Aerospace, Automotive and Engineered Materials. AEROSPACE The Aerospace segment is among the world's largest manufacturers and suppliers of advanced technology products and services for the military, commercial and general aviation, and space markets. Following is a description of the major Aerospace businesses: <TABLE> <CAPTION> MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS - -------------------- --------------------------- ------------------------- -------------------------- ---------------- <S> <C> <C> <C> <C> Engines Turbine propulsion TFE731 turbofan Business, regional Pratt & Whitney engines TPE331 turboprop and military trainer Canada TFE1042 turbofan aircraft Rolls- LF507 turbofan Commercial and military Royce/Allison CFE738 turbofan helicopters Engine Company T53, T55 Military vehicles Turbomeca LT101 turboshaft Commercial and military T800 turboshaft marine craft AGT1500 turboshaft TF40 turboshaft ---------------------------------------------------------------------------------------------------- Auxiliary power units Airborne auxiliary Commercial and Pratt & Whitney (APUs) power units military aircraft Canada Jet fuel starters Ground power Sundstrand Secondary power systems Ground power units ---------------------------------------------------------------------------------------------------- Repair and overhaul Engine and APU Commercial and military Airlines repair, overhaul and aircraft, marine and Independent spare part sales land propulsion service vehicles. providers - ------------------------------------------------------------------------------------------------------------------------- Aerospace Environmental control Air conditioning Commercial, business Hamilton Equipment systems(ECS) systems and general Standard Systems Bleed air control aviation aircraft Intertechnique systems Military aircraft Liebherr Cabin pressure systems Spacecraft Nord Micro Environmental and Parker Hannifin thermal control for Sundstrand spacecraft Smoke detection systems ECS and component repair, overhaul and spare part sales ---------------------------------------------------------------------------------------------------- Engine systems and Electronic, Commercial, military, ABG Semca accessories hydromechanical and regional and general Chandler-Evans pneumatic gas turbine aviation aircraft Hamilton engine controls engines Standard Digital electronic Spacecraft Lockheed Martin engine controls for Military battle tanks Lucas military battle tanks Fuel flow metering components Pressure transducers Engine controls and accessories repair, overhaul and parts sales ---------------------------------------------------------------------------------------------------- </TABLE> 4
<TABLE> <CAPTION> MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS - -------------------- --------------------------- ------------------------- -------------------------- ---------------- <S> <C> <C> <C> <C> Power management and Electric, hydraulic and Commercial and Auxilec generation systems pneumatic power military aircraft Lucas generation systems Ground vehicles Parker Bertea Power distribution and Smiths power management Sundstrand systems Pumps, starters, converters, controls, electrical actuation for flight surfaces Pumps, starters, converters, generators and actuators repair, overhaul and parts sales ---------------------------------------------------------------------------------------------------- Landing systems Wheels and brakes Commercial and Aircraft Braking Friction products military aircraft Systems Brake control systems Dunlop Wheel and brake B.F. Goodrich overhaul services Messier-Bugatti - ------------------------------------------------------------------------------------------------------------------------- Commercial Avionics Avionics systems Flight safety systems: Commercial, business Garmin Systems Enhanced Ground and general aviation Honeywell Proximity Warning Government aviation Narco Systems (EGPWS) Rockwell/Collins Traffic Alert and Sextant Collision Avoidance Trimble Systems (TCAS) Windshear detection and weather radar systems Flight data and cockpit voice recorders Communication and navigation systems Flight controls Flight management systems Data management and aircraft performance monitoring systems Air-to-ground telephones Cockpit displays Global positioning systems - ------------------------------------------------------------------------------------------------------------------------- Electronic Systems Avionics systems Automatic flight control Military aviation Honeywell systems Launch vehicles Kaiser Cockpit display systems Space subsystems Lear Astronics Navigation systems Lockheed Martin Identification systems Rockwell/Collins Integrated systems Smiths Vehicle management systems ---------------------------------------------------------------------------------------------------- Automatic test systems Computer-controlled U.S. Government and GDE Systems automatic test systems international logistics Honeywell Functional testers and centers Litton ancillaries Military aviation Lockheed Martin Northrop Grumman ---------------------------------------------------------------------------------------------------- Guidance systems Inertial sensors/systems Military and Astronautics- and star sensors/ commercial vehicles Kearfott systems for guidance, Commercial spacecraft Ball stabilization, and launch vehicles Honeywell navigation and control Energy Litton Transportation Rockwell/Collins Missiles Munitions Underwater ---------------------------------------------------------------------------------------------------- </TABLE> 5
<TABLE> <CAPTION> MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS - -------------------- --------------------------- ------------------------- -------------------------- ---------------- <S> <C> <C> <C> <C> Tactical command, Combat identification Military aviation GM Hughes/ control, communications, systems Military communications Magnavox computers and ('Identification Friend Civil communications Harris intelligence or Foe' (IFF)) Commercial information Litton Commercial information security Lockheed Martin security equipment Motorola Satellite communication Raytheon/ terminals (SATCOM) E-Systems Secured communication Rockwell/Collins equipment (INFOSEC) Thomson-CSF/ Hazeltine ---------------------------------------------------------------------------------------------------- Radar systems Aircraft precision Global and U.S. airspace GM Hughes landing agencies Motorola Ground surveillance Military aviation Raytheon Target detection devices Military missiles Rockwell Thomson-CSF ---------------------------------------------------------------------------------------------------- Underwater detection Acoustic towed arrays Military aviation GM Hughes systems Dipping sonars Submarines and surface Lockheed Martin Mine countermeasures ships Northrop Grumman Mine warfare systems Raytheon STN/Atlas Thomson-CSF - ------------------------------------------------------------------------------------------------------------------------- Government Management and technical Maintenance/operation of U.S. and foreign Computer Services services space systems and government space and Sciences facilities communications Dyncorp Systems engineering, facilities Lockheed Martin integration and Raytheon training SAIC services Management of data processing facilities - ------------------------------------------------------------------------------------------------------------------------- </TABLE> The Aerospace segment serves key military and commercial components of the aviation, defense and space markets with a broad array of systems, subsystems, components and services. It designs, develops, manufactures, markets and services hundreds of products found on all types of aircraft, from single-piston engine aircraft, business aircraft and wide-bodied 'jumbos' flown by the world's commercial airlines, to trainers, transports, bombers, fighters and helicopters used by the U.S. and other countries for national defense. The Company's global business consists primarily of original equipment (OE) sales and an extensive aftermarket business, including spare parts, maintenance and repair, and retrofitting. Worldwide customers include the U.S. and foreign governments, all of the major airframe and engine manufacturers, including Boeing, McDonnell Douglas, Lockheed Martin, Airbus Industrie, Aero International (Regional), Raytheon, Israeli Aircraft Industries, Northrop Grumman, British Aerospace, Cessna, Fairchild/Dornier, Dassault, Gulfstream, Bombardier, Rockwell International, Pratt & Whitney, General Electric and Rolls-Royce, as well as the world's leading airlines and business aircraft and general aviation aircraft operators, and dealers and distributors of general aviation products. The Company also provides field engineering management and technical support services to Boeing, the National Aeronautics and Space Administration (NASA), the U.S. Department of Defense (DoD), the U.S. Department of Energy, other federal civilian agencies as well as state and local governments and other commercial entities. The Company is affected by U.S. Government budget constraints for defense and space programs as well as the level of production of commercial, business and general aviation aircraft which are impacted by business cycles and world economic conditions. Growth in the Company's commercial business for aerospace products is expected, over the long term, to help mitigate the reductions in U.S. defense spending. Moreover, aerospace sales are not dependent on any one key defense program or commercial customer. However, contract awards by aircraft manufacturers can be canceled or reduced if aircraft orders are cut back. Aerospace's 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 1996, world defense spending flattened after declining in prior years. The Company believes that the cyclical downturn for the commercial aircraft industry reached bottom in 1995. A slight improvement was seen in the second half of 1996 and this growth is expected to significantly accelerate in 1997. Most major U.S. and international airlines operated in an improving economic 6
environment. The modest turnaround for the airline industry that began in the second half of 1993, continued in 1994 and strengthened significantly in 1995 and 1996. The regional airlines experienced strong traffic growth and new regional aircraft orders were higher in 1996. The high-end business aviation market showed moderate growth and the commercial aftermarket spare parts and repair and overhaul business showed strong growth during 1996. Sales to the U.S. Government, acting through its various departments and agencies and through prime contractors, amounted to $1,833 million for 1996 and $1,806 million for 1995, which includes sales to the DoD of $1,237 million in 1996 and $1,205 million in 1995. Approximately 55% and 54% of sales to the U.S. Government in 1996 and 1995, respectively, were made under fixed-price contracts in which the Company agrees to perform a contract for a fixed price and retains for itself any benefits of cost savings or must bear the burden of cost overruns. Government contracts and, in general, subcontracts thereunder are terminable, in whole or in part, for default or for convenience by the government or the higher level contractor if deemed in their best interest. Upon termination for convenience, the contractor is normally entitled to reimbursement for allowable costs and to an allowance for profit. However, if the contract is terminated because of the contractor's default, the contractor may not recover all of its costs and may be liable for any excess costs incurred by the government in procuring undelivered items from another source. In addition to the right of the government to terminate, government contracts are conditioned upon the continuing availability of Congressional appropriations. Congress usually appropriates funds on a fiscal-year basis even though contract performance may extend over many years. Consequently, at the outset of a program, the prime contract is usually partially funded and additional funds are normally only appropriated to the contract by Congress in future years. Fixed-price subcontracts are normally fully funded, but are subject to convenience termination if the prime contract is not funded. The Company, as are other government contractors, is subject to government investigations of business practices and compliance with government procurement regulations. Although such regulations provide that a contractor may be suspended or debarred from government contracts under certain circumstances, and the outcome of pending government investigations cannot be predicted with certainty, management is not currently aware of any such investigations that it expects will have a material adverse effect on the Company. In addition, the Company carries out proactive compliance programs focused on areas of potential exposure. Orders for certain products sold to general and commercial aviation customers mainly consist of relatively short-term and frequently renewed commitments. Government procurement agencies generally issue contracts covering relatively long periods of time. Total backlog for products and services for both government and commercial contracts was $4,514 million at December 31, 1996 and $4,523 million at December 31, 1995 of which U.S. and foreign government orders were $1,906 million and $1,871 million for the respective years. The Company anticipates that approximately $3,562 million of the total 1996 backlog will be filled during 1997. The Aerospace segment's international operations consist primarily of exporting U.S. manufactured products and systems, performance of services that include operating aircraft repair and overhaul facilities, and licensing activities. The principal manufacturing facility outside of the U.S. is in Canada. AUTOMOTIVE The Automotive segment designs, engineers, manufactures and distributes systems and components for worldwide vehicle manufacturers and aftermarket customers. Following is a description of the major Automotive businesses: <TABLE> <CAPTION> MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS MAJOR MARKETS COMPETITORS - ------------------------- ------------------------- --------------------- -------------------------- --------------------- <S> <C> <C> <C> <C> Automotive Aftermarket Filters Oil, air, fuel, Automotive and heavy AC/Delphi/GM transmission and vehicle aftermarket Knecht coolant filters channels Labinal PCV valves Mann & Hummel Purolator/Mark IV Wix/Dana ------------------------------------------------------------------------------------------------------- </TABLE> 7
<TABLE> <CAPTION> MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS MAJOR MARKETS COMPETITORS - ------------------------- ------------------------- --------------------- -------------------------- --------------------- <S> <C> <C> <C> <C> Electronic components Spark plugs Automotive aftermarket AC/Delphi/GM Glow plugs channels Belden/Cooper Wire and cable Bosch Oxygen sensors Champion/Cooper Rockwell/Collins Eyquem NGK ------------------------------------------------------------------------------------------------------- Brake components Disc pads and brake Automotive and heavy Abex/Cooper linings vehicle aftermarket EIS/Standard Motor Disc and drum brakes channels and original Ferodo/T&N Brake hydraulic equipment service (OES) Girling/Lucas components Lockheed/AP Brake fluid Mintex, Textar/BBA Brake components Raybestos/Echlin Teves/ITT ------------------------------------------------------------------------------------------------------- Steering components Ball-joints Automotive and heavy Quinton Rack & pinions vehicle aftermarket Hazel/Echlin Power-steering pumps channels and OES ZF Power-steering components - ------------------------------------------------------------------------------------------------------------------------------------ Safety Restraint Seat belt systems Seat belt assemblies Automotive and heavy Autoliv Systems Pretensioners vehicle original Takata Seat-integrated belts equipment manufacturers TRW (OEMs) ------------------------------------------------------------------------------------------------------- Air bag systems Air bag modules: Automotive and heavy Morton International Driver vehicle OEMs Takata Passenger TRW Inflators Cushions - ------------------------------------------------------------------------------------------------------------------------------------ Turbocharging Systems Charge-air systems Turbochargers Automotive and heavy Behr/McCord Charge-air coolers vehicle OEMs Holset Aluminum cooling Engine manufacturers IHI modules Aftermarket distributors KKK Superchargers and dealers Mitsubishi/MHI Remanufactured Modine components Schwitzerc Valeo - ------------------------------------------------------------------------------------------------------------------------------------ Friction Materials Brake friction Disc brake pads Automotive and heavy Abex/Cooper materials Drum brake linings vehicle OEMs, OES and Akebono Brake blocks aftermarket channels BBA Group Railway and commercial/ Delphi/GM military aircraft OEMs Echlin and brake manufacturers Ferodo/T&N JBI Nisshinbo Sumitomo Teves/ITT - ------------------------------------------------------------------------------------------------------------------------------------ Truck Brake Systems Air brake systems Anti-lock braking On-highway medium and Cummins/Holset (joint venture) systems (ABS) heavy truck, Echlin/Midland-Grau Air compressors bus and trailer OEMs Rockwell WABCO Air valves Off-highway equipment Air dryers OEMs Actuators Aftermarket distributors Truck electronics and dealers/OES Competitive remanufactured products - ------------------------------------------------------------------------------------------------------------------------------------ Filters & Spark Plugs Filters Oil, air, Automotive and heavy AC/Delphi/GM transmission vehicle OEMs and OES Champion Labs/U.I.S. and fuel filters channels Purolator/Mark IV Wix/Dana ------------------------------------------------------------------------------------------------------- Spark plugs Spark plugs Automotive and heavy AC/Delphi/GM vehicle OEMs, OES and Bosch aftermarket channels Champion/Cooper NGK Nippondenso - ------------------------------------------------------------------------------------------------------------------------------------ </TABLE> On April 12, 1996, the Company sold a major component of its worldwide braking business to Robert Bosch Gmbh, a privately held German company, for $1.5 billion in cash, subject to certain post-closing adjustments. Included in the sale were the worldwide light-vehicle and medium-heavy 8
truck hydraulic braking and ABS businesses. These businesses had 1995 sales of approximately $2.0 billion. Excluded from the sale were the brake friction materials business, brake-related sales to the independent aftermarket and the truck brake systems business which is part of a joint venture with Knorr-Bremse AG of Germany. In February 1997, the Company and Knorr-Bremse AG, agreed in principle to purchase the heavy-truck air brake systems business of Echlin Inc. in the United States and Europe, as well as Echlin's U.S.-based commercial vehicle friction materials and aftermarket brake shoe relining operations. The businesses to be acquired have sales of about $320 million. The proposed acquisition is subject to review by government agencies in the U.S. and Europe. Automotive operations are located in the U.S., Australia, Brazil, Canada, China, France, Germany, India, Ireland, Italy, Japan, Malaysia, Mexico, South Korea, Spain and the United Kingdom. Distribution and marketing are conducted in these and numerous other countries as well. The segment's operations outside the U.S. are conducted through various foreign companies in which it has interests ranging from minor to complete control. International operations also include the exporting of U.S. manufactured products and licensing activities. Internationally, products are marketed under the Bendix, Fram, Autolite, Garrett and Jurid trademarks. Excluding the impact of the divested braking business from both years, worldwide passenger car and truck OE sales accounted for approximately 50% and 48% in 1996 and 1995, respectively, of the total sales of the Automotive segment with aftermarket sales, including OES sales, accounting for the balance. In 1996 and 1995, Automotive operations outside the U.S. accounted for $1,583 and $1,531 million, respectively, or 43% in both years, of total Automotive sales. Total worldwide sales for 1996 and 1995 to the Company's five largest automotive manufacturing customers amounted to $1,099 and $1,016 million, or 30% and 28%, respectively, of total Automotive sales. The Automotive segment's products are sold in highly competitive markets to customers who demand performance, quality and competitive prices. Virtually all automotive components are sold in competition with other independent suppliers or with the captive component divisions of the vehicle manufacturers. While the Company's competitive position varies among its products, the Company believes it is a significant factor in each of its major product markets. ENGINEERED MATERIALS The Engineered Materials segment manufactures chemicals, fibers, plastics and advanced materials with applications for numerous industries, including automotive, carpeting, refrigeration, construction, electronics, computers and utilities. Following is a description of the major Engineered Materials businesses: <TABLE> <CAPTION> MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS - --------------------- ---------------------- --------------------------- -------------------------- ---------------- <S> <C> <C> <C> <C> Polymers Carpet fiber Nylon filament and staple Residential, commercial BASF yarns and various specialty Beaulieu markets Du Pont Monsanto Novalis ---------------------------------------------------------------------------------------------------------- Industrial fiber Industrial nylon and Passenger car and truck Akzo polyester yarns tires Du Pont Auto and light truck Hoechst/Celanese seatbelts and airbags Kolon Broad woven fabrics Rhone-Poulenc Ropes and mechanical Tong Yang rubber goods Luggage ---------------------------------------------------------------------------------------------------------- </TABLE> 9
<TABLE> <CAPTION> MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS - ------------------ --------------- ----------------------- ------------- ------------- <S> <C> <C> <C> <C> Chemical Caprolactam Nylon for fibers, BASF intermediates Phenol engineered resins and DSM Acetone film Du Pont Ammonium sulfate Methyl methacrylate Enichem Hydroxylamine (MMA) Monsanto Alphamethyl styrene Phenol resins Phenol Chemie Cyclohexanol Fertilizer ingredients Rhone-Poulenc Cyclohexanone Specialty chemicals Ube Adipic acid Vitamins Carbonization -------------------------------------------------------------------------------------------------- Engineering Thermoplastic nylon Food and BASF plastics resins pharmaceutical Bayer Thermoplastic resin packaging Du Pont alloys and blends Engine housings General Electric Post-consumer (e.g., electric Hoechst/Celanese recycled PET resins hand tools, chain Monsanto Recycled nylon saws) resins Automotive body components Office furniture Electrical and electronics ------------------------------------------------------------------------------------------------- Textile nylon Fine denier nylon Hosiery BASF yarns Lingerie Du Pont/Akra Active wear FCFC Recreational Fibra equipment Nylstar Luggage ------------------------------------------------------------------------------------------------- Spectra performance Spectra'r' (extended Cordage for Akzo materials chain polyethylene) commercial, DSM Spectra Shield'r' fishing and Du Pont (polyethylene) recreational OCF Shield composites use Spectra Fusion'r' Sports equipment (fishing line) composites Gold Shield'r' Bullet resistant (Aramid) vests, helmets and heavy armor Cut resistant industrial gloves Sailcloth - ------------------------------------------------------------------------------------------------------------------- Electronic Multilayer circuitry Laminates Military ADI/Isola Materials materials Prepregs Telecommunications Nanya Copper foil Automotive Nelco Computers Polyclad Consumer electronics ------------------------------------------------------------------------------------------------- Copper-clad rigid Laminates Military ADI/Isola laminates for Telecommunications General Electric circuitry Automotive Nanya Computers Nelco Consumer electronics Polyclad ------------------------------------------------------------------------------------------------- Advanced Materials for Semiconductors Tokyo-Ohka microelectronic computer chip Microelectronics materials manufacturing ------------------------------------------------------------------------------------------------- Amorphous metals Amorphous metal Electrical Allegheny-Ludlum ribbons and distribution Steel components transformers Armco Steel High frequency Kawasaki Steel electronics Nippon Steel Metal joining Toshiba Theft deterrent Vacuum Smelze - ------------------------------------------------------------------------------------------------------------------- Specialty Performance Low-molecular weight Textiles BASF Chemicals additives polyethylene Plastics Eastman Chemical Polymer additives Adhesives Hoechst/Celanese Polish Mitsui Coatings Inks Cosmetics ------------------------------------------------------------------------------------------------- Performance Custom chemicals Agricultural and BASF chemicals Specialty silanes pharmaceutical DSM Crosslinking agents intermediates Fine organic and Metal, glass, inorganic chemicals plastic processing Technical Coatings, adhesives preservatives and sealants Pigments and dyes Photographics, Electronic and graphics and laboratory security printing chemicals Other industrial applications ------------------------------------------------------------------------------------------------- 10
</TABLE> <TABLE> <CAPTION> MAJOR BUSINESSES PRODUCT CLASSES MAJOR PRODUCTS/SERVICES MAJOR MARKETS COMPETITORS - ---------------- -------------------- ----------------------- ------------------ ----------- <S> <C> <C> <C> <C> Hydrofluoric acid Anhydrous and Fluorocarbons Du Pont (HF) aqueous Steel Norfluor hydrofluoric acid Oil refining Quimaco Fluor Ultra-high purity Chemical hydrofluoric acid intermediates Electronics ---------------------------------------------------------------------------------------- Fluorocarbons Genetron'r' Refrigeration Atochem refrigerants, Air conditioning Du Pont aerosol and Polyurethane foam ICI insulation foam Rigid-board blowing insulation agents Electronics Genesolv'r' solvents Optical Oxyfume sterilant Metalworking gases Hospitals Medical equipment manufacturers ------------------------------------------------------------------------------------ Fluorine specialties Sulfur hexafluoride Resins Air Products (SF6) Lubricants Asahi Glass Boron trifluoride Fibers catalysts Atochem (BF3) Ausimont Iodine pentafluoride Kanto Denka (IF5) Kogyo Antimony Solvay Fluor pentafluoride (SbF5) --------------------------------------------------------------------------------------- Nuclear services UF6 conversion Nuclear fuel British Nuclear services Electric utilities Fuels Cameco (Canada) Cogema (France) Tennex (Russia) --------------------------------------------------------------------------------------- UOP (joint venture): Processes Petroleum, ABB Lummus Process technology Catalysts petrochemical, gas Global Refining products Molecular sieves processing and Criterion Gas processing Adsorbents chemical industries IFP (France) processes and Design of process Procatalyse equipment plants and (France) equipment Stone & Webster Zeochem - ---------------------------------------------------------------------------------------------------------- </TABLE> Engineered Materials' three major businesses are aligned around markets, customers and common technologies. Brand identity, service to customers and quality are important competitive factors in the market and there is considerable price competition. The Montreal Protocol (Protocol), which was signed by the United States, regulates worldwide chlorofluorocarbons (CFC) production and consumption. With few exceptions, the Protocol required 100% elimination of fully halogenated CFC production by industrialized countries as of December 31, 1995. The amended U.S. Clean Air Act also regulates CFCs and similarly required that most U.S. production of CFCs be phased out by the end of 1995. The Company completed its efforts to develop environmentally safer fluorocarbon products and replaced its CFC product line. The Company has commercialized key CFC substitute products in various applications, including automotive air conditioning and residential, commercial and industrial refrigeration. The Company is continuing its research and development efforts in view of the changing regulatory environment in which it operates. The Company cannot predict the impact of possible future regulatory issues. Engineered Materials operations are mainly located in the U.S., France and Germany. Polymers and Specialty Chemicals manufacturing facilities are also located in the Netherlands; Electronic Materials maintains facilities in Southeast Asia, including Taiwan, Singapore, Thailand and South Korea. Engineered Materials also has significant exports worldwide. The Engineered Materials segment also includes the following other businesses: carbon materials, environmental catalysts and specialty films. The carbon materials business produces binder pitch for electrodes for the aluminum and carbon industries, creosote oils as preservatives for the wood products and carbon black markets, refined naphthalene as a chemical intermediate, and driveway sealer tar and roofing pitch for the construction industry. The environmental catalysts business is a major worldwide supplier of catalysts used in catalytic converters for automobiles. In November 1994, the Company and General Motors Corporation formed a joint venture to produce coated automotive catalytic converter substrates. Major products in the specialty films business include cast nylon (Capran'r'), biaxially oriented nylon film (Capran Emblem'r') and fluoropolymer film (Aclar'r'). Specialty film markets include food, pharmaceutical, and other packaging and industrial applications. 11
SEGMENT FINANCIAL DATA Note 25 (Segment Financial Data) of Notes to Financial Statements in the Company's 1996 Annual Report to shareowners is incorporated herein by reference. DOMESTIC AND FOREIGN FINANCIAL DATA Note 26 (Geographic Areas -- Financial Data) of Notes to Financial Statements in the Company's 1996 Annual Report to shareowners is incorporated herein by reference. OTHER RECENT DEVELOPMENTS The Company has undertaken certain repositioning actions that require employee and asset relocation, plant integration and capital improvements. The repositioning actions are generally expected to be completed by 1998. FOREIGN ACTIVITIES The Company's foreign businesses are subject to the usual risks attendant upon investments in foreign countries, including nationalization, expropriation, limitations on repatriation of funds, restrictive actions by local governments and changes in foreign currency exchange rates. The Company's principal foreign manufacturing operations are in Australia, Brazil, Canada, France, Germany, Ireland, Italy, Japan, Mexico, Portugal, South Korea, Spain, Singapore, Taiwan, the Netherlands and the United Kingdom. The Company maintains sales and business offices in these and various other countries, including Austria, Belgium, China, Denmark, Finland, Hong Kong, India, New Zealand, Norway, Sweden and Turkey as well as warehousing, distribution and aircraft repair and overhaul facilities to support foreign operations and export sales. Further information about foreign activities is discussed in the segment narratives. RAW MATERIALS The principal raw materials used by the Company's segments include: Aerospace -- carbon fiber; electronic, optical and mechanical component parts and assemblies; electronic and electromechanical devices and metallic products; Automotive -- castings, forgings, steel and bar stock, copper, aluminum, platinum and titanium and Engineered Materials -- cumene, natural gas, sulfur, terephthalic acid, ethylene and ethylene glycol, fluorspar, HF, carbon tetrachloride, chloroform, nylon resins, fiberglass, copper foil, platinum, rhodium and coal tar pitch. The Company is producing virtually all of its HF and nylon resin requirements. The principal raw materials used in the Company's operations are generally readily available. The Company is dependent on its suppliers and subcontractors in order to meet commitments to its customers, and many major components and product equipment items are procured or subcontracted with a number of domestic and foreign companies. The Company maintains a qualification and performance surveillance process to control risk associated with such reliance on third parties. The Company believes that sources of supply for raw materials and components are generally adequate. PATENTS AND TRADEMARKS The Company owns approximately 9,500 patents or pending patent applications and is licensed under other patents covering certain of its products and processes. It believes that, in the aggregate, the rights under such patents and licenses are generally important to its operations, but does not consider that any patent or patent license agreement or group of them related to a specific process or product is of material importance in relation to the Company's total business. The Company also has registered trademarks for a number of its products. Some of the more significant trademarks include: AiResearch, Anso, Autolite, Bendix, Bendix/King, Capron, Fram, Garrett, Genetron, Jurid, King and Norplex Oak. 12
RESEARCH AND DEVELOPMENT The Company's 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 $345, $353 and $318 million in 1996, 1995 and 1994, respectively. Customer-sponsored (principally the U.S. Government) research and development activities amounted to an additional $536, $536 and $486 million in 1996, 1995 and 1994, respectively. ENVIRONMENT The Company is 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 the Company's policy to comply with these requirements and the Company believes that, as a general matter, its policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage, and of resulting financial liability, in connection with its business. Some risk of environmental damage is, however, inherent in certain operations and products of the Company, as it is with other companies engaged in similar businesses. See the description of the Engineered Materials segment, above, for information regarding regulation of CFCs. The Company is and has been engaged in the handling, manufacture, use or disposal of many substances which are classified as hazardous or toxic by one or more regulatory agencies. The Company believes that, as a general matter, its 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, increasingly strict environmental laws and standards and enforcement policies thereunder, could bring into question the Company's handling, manufacture, use or disposal of such substances. Among other environmental requirements, the Company is subject to the federal superfund law, and similar state laws, under which the Company has been designated as a potentially responsible party which 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, the Company has not had to bear significantly more than its proportional share in multi-party situations taken as a whole. Capital expenditures for environmental control facilities at existing operations were $43 million in 1996. The Company estimates that during each of the years 1997 and 1998 such capital expenditures will be in the $55 to $60 million range. In addition to capital expenditures, the Company has incurred and will continue to incur operating costs in connection with such facilities. Reference is made to Management's Discussion and Analysis at page 21 of the Company's 1996 Annual Report to shareowners, incorporated herein by reference, for further information regarding environmental matters. EMPLOYEES The Company had an aggregate of 76,600 salaried and hourly employees at December 31, 1996. Approximately 53,200 were located in the United States, and, of these employees, about 25% were unionized employees represented by various local or national unions. ITEM 2. PROPERTIES The Company has 339 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 13
expansions, are expected to meet the Company's needs for the foreseeable future. The Company owns or leases warehouses, railroad cars, barges, automobiles, trucks, airplanes and materials handling and data processing equipment. It also leases space for administrative and sales staffs. The Company's headquarters and administrative complex are located at Morris Township, New Jersey. The principal plants, which are owned in fee unless otherwise indicated, are as follows: AEROSPACE Phoenix, AZ (4 plants, 3 fully leased, 1 partially leased) Tempe, AZ Tucson, AZ (partially leased) Torrance, CA (partially leased) Stratford, CT (owned by the U.S. Government and managed by the Company) South Bend, IN Lawrence, KS Olathe, KS Columbia, MD Towson, MD Teterboro, NJ Rocky Mount, NC Rexdale, Ont., Canada (partially leased) Raunheim, Germany AUTOMOTIVE Greenville, AL Torrance, CA Fostoria, OH Greenville, OH Jackson, TN Maryville, TN Conde, France Thaon-Les-Vosges, France Colleferro, Italy Glinde, Germany Skelmersdale, United Kingdom ENGINEERED MATERIALS Metropolis, IL Baton Rouge, LA Geismar, LA Moncure, NC Philadelphia, PA Pottsville, PA Columbia, SC Chesterfield, VA Hopewell, VA Longlaville, France Seelze, Germany ITEM 3. LEGAL PROCEEDINGS The first and second paragraphs of Note 21 (Commitments and Contingencies) of Notes to Financial Statements at page 35 of the Company's 1996 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 in April. There are no family relationships among them. <TABLE> <CAPTION> NAME, AGE, DATE FIRST ELECTED AN OFFICER BUSINESS EXPERIENCE - ------------------------------- ---------------------------------------------------------------------------- <S> <C> Lawrence A. Bossidy (a), 61 Chairman of the Board since January 1992. Chief Executive Officer of the 1991 Company since July 1991. John W. Barter, 50 Executive Vice President and President, AlliedSignal Automotive since 1985 October 1994. Senior Vice President and Chief Financial Officer from July 1988 to September 1994. Daniel P. Burnham, 50 Executive Vice President and President, AlliedSignal Aerospace since January 1991 1992. Frederic M. Poses, 54 Executive Vice President and President, AlliedSignal Engineered Materials 1988 since April 1988. </TABLE> - ------------ (a) Also a director. (table continued on next page) 14
(table continued from previous page) <TABLE> <CAPTION> NAME, AGE, DATE FIRST ELECTED AN OFFICER BUSINESS EXPERIENCE - ------------------------------- ---------------------------------------------------------------------------- <S> <C> Peter M. Kreindler, 51 Senior Vice President, General Counsel and Secretary since December 1994. 1992 Senior Vice President and General Counsel from March 1992 to November 1994. Senior Vice President and General Counsel-Elect from January 1992 to February 1992. Donald J. Redlinger, 52 Senior Vice President -- Human Resources and Communications since February 1991 1995. Senior Vice President -- Human Resources from January 1991 to January 1995. Paul R. Schindler, 55 Senior Vice President -- International since August 1993. Chairman of 1993 Imperial Chemical Industries Asia/Pacific (chemical manufacturer) from April 1991 to July 1993. James E. Sierk, 58 Senior Vice President -- Quality and Productivity since January 1991. 1991 Richard F. Wallman, 45 Senior Vice President and Chief Financial Officer since March 1995. Vice 1995 President and Controller of International Business Machines Corp. (IBM) (manufacturer of information-handling systems) from April 1994 to February 1995. General Assistant Controller of IBM from October 1993 to March 1994. Assistant Controller -- Sales & Marketing of Chrysler Corporation (automobile manufacturer) from April 1989 to September 1993. Kenneth W. Cole, 49 Vice President -- Government Relations since January 1989. 1989 Catharine M. deLacy, 39 Vice President, Health, Safety and Environmental since July 1995. Vice 1995 President -- Health, Safety and Environmental of Occidental Petroleum Corporation (oil and gas explorer, developer, producer and marketer) from April 1993 to June 1995. Director -- Environmental Affairs & Technical Support of Occidental Petroleum Corporation from May 1990 to March 1993. Robert F. Friel, 41 Vice President and Treasurer since September 1996. Vice President Finance 1996 and Administration, AlliedSignal Engines from June 1992 to August 1996. Assistant Treasurer from March 1989 to May 1992. Nancy A. Garvey, 47 Vice President and Controller since September 1996. Vice President and 1994 Treasurer from February 1994 to August 1996. Staff Vice President -- Investor Relations from November 1989 to January 1994. Larry E. Kittelberger, 48 Vice President and Chief Information Officer since August 1995 (Executive 1996 Officer since February 1996). Corporate Chairman -- Information Officer Leadership Committee of Tenneco Inc. (diversified industrial concern) from June 1989 to July 1995. Frederick H. McClintock, 60 Vice President -- Materials Management since February 1996. Vice 1996 President -- Materials Management AlliedSignal Aerospace from March 1992 to January 1996. Owner and operator of Global Supply Institute (consulting business) from June 1990 to February 1992. </TABLE> 15
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 27 (Unaudited Quarterly Financial Information) of Notes to Financial Statements at page 38 of the Company's 1996 Annual Report to shareowners, and such information is incorporated herein by reference. The number of record holders of the Registrant's common stock is contained in the statement 'Selected Financial Data' at page 39 of the Company's 1996 Annual Report to shareowners, and such information is incorporated herein by reference. On July 10, 1996, the Company acquired Electron Vision Inc. in exchange for 148,941 shares of common stock. Because the fairness of this transaction had been approved by the California Department of Corporations, the transaction was exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the 'Act'). On October 3, 1996, in exchange for 143,355 shares of its common stock, the Company acquired the assets of Lori, Inc. from The Nordam Group Inc. ('Nordam'). Because Nordam is an 'accredited investor' within the meaning of Rule 501(a)(3) under the Act, the common shares of the Company transferred to Nordam in this transaction were not registered under the Act, in reliance on Rule 506 under the Act. ITEM 6. SELECTED FINANCIAL DATA The information included under the captions 'For the Year' and 'At Year-End' in the statement 'Selected Financial Data' at page 39 of the Company's 1996 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 19 through 25 of the Company's 1996 Annual Report to shareowners is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company's consolidated financial statements, together with the report thereon of Price Waterhouse LLP dated January 31, 1997 appearing on pages 26 through 38 of the Company's 1996 Annual Report to shareowners, are incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 1, 3, 5, 6 and 7, the 1996 Annual Report to shareowners is not to be deemed filed as part of this Form 10-K Annual Report. 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, 1996, and such information is incorporated herein by reference. Certain other information relating to Executive Officers of the Registrant appears at pages 14 and 15 of this Form 10-K Annual Report. 16
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 1996 Annual Report to shareowners: Report of Independent Accountants.................................................... 38 Consolidated Statement of Income for the years ended December 31, 1996, 1995 and 1994................................................................................ 26 Consolidated Statement of Retained Earnings for the years ended December 31, 1996, 1995 and 1994....................................................................... 26 Consolidated Balance Sheet at December 31, 1996 and 1995............................. 27 Consolidated Statement of Cash Flows for the years ended December 31, 1996, 1995 and 1994................................................................................ 28 Notes to Financial Statements........................................................ 29 </TABLE> (a)(2.) Consolidated Financial Statement Schedules The two financial statement schedules applicable to the Company have been omitted because of the absence of the conditions under which they are required. (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> 10.2 Deferred Compensation Plan for Non-Employee Directors of AlliedSignal Inc., as amended 10.3 Retirement Plan for Non-Employee Directors of AlliedSignal Inc., as amended 13 Pages 19 through 39 (except for the data included under the captions 'Financial Statistics' on page 39) of the Company's 1996 Annual Report to shareowners 21 Subsidiaries of the Registrant 23 Consent of Independent Accountants 24 Powers of Attorney 27 Financial Data Schedule </TABLE> The exhibits identified in the Exhibit Index with an asterisk(*) are management contracts or compensatory plans or arrangements. (b) Reports on Form 8-K During the three months ended December 31, 1996, reports on Form 8-K were filed on November 26 and December 16, in each case reporting, under Item 9, unregistered sales of the Company's Common Stock in reliance on Regulation S under the Act. 17
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. AlliedSignal Inc. February 28, 1997 By: /s/ NANCY A. GARVEY ---------------------------------- Nancy A. Garvey 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: Name Name - ----------------------------------------- ------------------------------------ * * - ----------------------------------------- ------------------------------------- Lawrence A. Bossidy Ivan G. Seidenberg Chairman of the Board and Chief Executive Director Officer and Director * * - ----------------------------------------- ------------------------------------- Hans W. Becherer Andrew C. Sigler Director Director * * - ----------------------------------------- ------------------------------------- Ann M. Fudge John R. Stafford Director Director * * - ----------------------------------------- ------------------------------------- Paul X. Kelley Thomas P. Stafford Director Director * * - ----------------------------------------- ------------------------------------- Robert P. Luciano Robert C. Winters Director Director * * - ----------------------------------------- ------------------------------------- Robert B. Palmer Henry T. Yang Director Director * - ----------------------------------------- Russell E. Palmer Director /s/ RICHARD F. WALLMAN /s/ NANCY A. GARVEY - ----------------------------------------- ------------------------------------- Richard F. Wallman Nancy A. Garvey Senior Vice President and Vice President and Controller Chief Financial Officer (Chief Accounting Officer) *By: /s/ RICHARD F. WALLMAN - ----------------------------------------- (Richard F. Wallman Attorney-in-fact) February 28, 1997 18
EXHIBIT INDEX <TABLE> <CAPTION> EXHIBIT NO. DESCRIPTION - ----------- --------------------------------------------------------------------------------------------- <C> <S> 3(i) Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 99.1 to the Company's Form 10-Q for the quarter ended March 31, 1993) 3(ii) By-laws of the Company, as amended (incorporated by reference to Exhibit 99.2 to the Company's Form 10-Q for the quarter ended March 31, 1993) 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 as of February 26, 1986 as amended and restated as of January 27, 1987, as further amended as of July 1, 1987 and as again amended and restated as of 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 (filed herewith) 10.3* Retirement Plan for Non-Employee Directors of AlliedSignal Inc., as amended (filed herewith) 10.4* 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) 10.5* 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) 10.6* 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) 10.7* 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) 10.8* 1982 Stock Option Plan for Executive Employees of Allied Corporation and its Subsidiaries, as amended (incorporated by reference to Exhibit 19.4 to the Company's Form 10-Q for the quarter ended September 30, 1991) 10.9* 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) 10.10* 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) </TABLE>
<TABLE> <CAPTION> EXHIBIT NO. DESCRIPTION - ----------- --------------------------------------------------------------------------------------------- <S> <C> 10.11* 1993 Stock Plan for Employees of AlliedSignal 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) 10.12* Amended and restated Agreement dated May 6, 1994 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) 10.13 Five-Year Credit Agreement dated as of June 30, 1995 as amended by and between AlliedSignal Inc., a Delaware corporation, the banks, financial institutions and other institutional lenders listed on the signature pages thereof (the 'Lenders'), Citibank, N.A., as agent, and ABN Amro Bank N.V. and Morgan Guaranty Trust Company of New York, as co-agents, for the Lenders (incorporated by reference to Exhibit 10.1 to the Company's Forms 10-Qs for the quarters ended June 30, 1995 and June 30, 1996) 10.14 364-Day Credit Agreement dated as of June 30, 1995 as amended by and between AlliedSignal Inc., a Delaware corporation, the banks, financial institutions and other institutional lenders listed on the signature pages thereof (the 'Lenders'), Citibank, N.A., as agent, and ABN Amro Bank N.V. and Morgan Guaranty Trust Company of New York, as co-agents, for the Lenders (incorporated by reference to Exhibit 10.2 to the Company's Forms 10-Qs for the quarters ended June 30, 1995 and June 30, 1996) 11 Omitted (Inapplicable) 12 Omitted (Inapplicable) 13 Pages 19 through 39 (except for the data included under the captions 'Financial Statistics' on page 39) of the Company's 1996 Annual Report to shareowners (filed herewith) 16 Omitted (Inapplicable) 18 Omitted (Inapplicable) 21 Subsidiaries of the Registrant (filed herewith) 22 Omitted (Inapplicable) 23 Consent of Independent Accountants (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. STATEMENT OF DIFFERENCES ------------------------ The registered trademark symbol shall be expressed as ...... 'r'