text
stringlengths 1.03k
343k
|
|---|
Cincinnati, Ohio February 26, 2010 Rurban Financial Corp. Consolidated Balance Sheets December Assets See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Balance Sheets December Liabilities and Stockholders’ Equity See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Stockholders’ Equity Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Notes to Consolidated Financial Statements December 31, 2009 and 2008 Note 1: Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Rurban Financial Corp. (“Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), RDSI Banking Systems (“RDSI”), Rurban Statutory Trust I (“RST I”), and Rurban Statutory Trust II (“RST II”). |
Controls and Procedures Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer concluded that: · information required to be disclosed by the Company in this Annual Report on Form 10-K and the other reports that the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; · information required to be disclosed by the Company in this Annual Report on Form 10-K and the other reports that the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and · the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. Management’s Annual Report on Internal Control Over Financial Reporting The “Management’s Report on Internal Control Over Financial Reporting” is provided on page of this Annual Report on Form 10-K. 55. |
Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2008, hereby constitutes and appoints Kenneth A. Joyce and Duane L. Sinn, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
06-4, “Accounting for Deferred Compensation and Post-retirement Benefit Aspects of Endorsement Split Dollar Life Insurance Arrangements.” Cincinnati, Ohio February 17, 2009 Rurban Financial Corp. Consolidated Balance Sheets December Assets See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Balance Sheets December Liabilities and Stockholders’ Equity See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Stockholders' Equity Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 Rurban Financial Corp. Notes to Consolidated Financial Statements December 31, 2008 and 2007 Note 1: Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Rurban Financial Corp. (“Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), RDSI Banking Systems (“RDSI”), Rurban Statutory Trust I (“RST I”), and Rurban Statutory Trust II (“RST II”). |
The Deposit Insurance Reform Acts provide for several additional changes to the deposit insurance system, including the following: · Increasing the deposit insurance limit for retirement accounts from $100,000 to $250,000; · Adjusting the deposit insurance limits (currently $100,000 for most accounts) every five years based on an inflation index, with the first adjustment to be effective on January 1, 2011; · Providing pass-through deposit insurance for the deposits of employee benefit plans (but prohibiting undercapitalized depository institutions from accepting employee benefit plan deposits); · Allocating an aggregate of $4.7 billion of one-time credits to offset the premiums of depository institutions based on their assessment bases at the end of 1996; · Establishing rules for awarding cash dividends to depository institutions, based on their relative contributions to the DIF and its predecessor funds, when the DIF reserve ratio reaches certain levels; and · Revising the rules and procedures for risk-based premium assessments. |
Name Age Position(s) Held with the Company and its Subsidiaries and Principal Occupation(s) Kenneth A. Joyce President and Chief Executive Officer of the Company since 2002; Chairman, Chief Executive Officer and a Director of Rurbanc Data Services, Inc. (“RDSI”) since 1997; Director of State Bank since 2002; Director of RFCBC since 2004; Chairman and Former Director of Reliance Financial Services (now a division of State Bank) (“RFS”) since 2005; Member of RFS Investment Committee since March 2007; Director of The Exchange Bank (“Exchange Bank”) from 2006 to March 2007; Chairman, CEO and Director of Rurban Operations Corp. (“ROC”) from 2006 to March 2007; Member of RFS Investment Committee since March 2007; Chairman and Director of Diverse Computer Marketers, Inc. (“DCM”) from 2006 to December 2007; Director of Promedica-Defiance Regional Medical Center and Promedica Physicians Group; Chairman of Promedica-Defiance Regional Medical Center Finance Committee; Chairman and Director of United Way (non-profit); Director of Kettenring Country Club. |
Controls and Procedures Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer concluded that: · information required to be disclosed by the Company in this Annual Report on Form 10-K and the other reports that the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; · information required to be disclosed by the Company in this Annual Report on Form 10-K and the other reports that the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and · the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. Management’s Annual Report on Internal Control Over Financial Reporting The “Management’s Report on Internal Control Over Financial Reporting” is provided on page of this Annual Report on Form 10-K. 53. |
Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2007, hereby constitutes and appoints Kenneth A. Joyce and Duane L. Sinn, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Cincinnati, Ohio February 14, 2008 Rurban Financial Corp. Consolidated Balance Sheets December Assets See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Balance Sheets December Liabilities and Stockholders’ Equity Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 Rurban Financial Corp. Consolidated Statements of Stockholders’ Equity Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Notes to Consolidated Financial Statements December 31, 2007 and 2006 Note 1: Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Rurban Financial Corp. (“Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. (“RDSI”), Rurban Statutory Trust I (“RST I”), and Rurban Statutory Trust II (“RST II”). |
The Deposit Insurance Reform Acts provide for several additional changes to the deposit insurance system, including the following: • Increasing the deposit insurance limit for retirement accounts from $100,000 to $250,000; • Adjusting the deposit insurance limits (currently $100,000 for most accounts) every five years based on an inflation index, with the first adjustment to be effective on January 1, 2011; • Providing pass-through deposit insurance for the deposits of employee benefit plans (but prohibiting undercapitalized depository institutions from accepting employee benefit plan deposits); • Allocating an aggregate of $4.7 billion of one-time credits to offset the premiums of depository institutions based on their assessment bases at the end of 1996; • Establishing rules for awarding cash dividends to depository institutions, based on their relative contributions to the DIF and its predecessor funds, when the DIF reserve ratio reaches certain levels; and • Revising the rules and procedures for risk-based premium assessments. |
Controls and Procedures Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer concluded that: • information required to be disclosed by the Company in this Annual Report on Form 10-K, and the other reports that the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure; • information required to be disclosed by the Company in this Annual Report on Form 10-K, and the other reports that the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and • the Company’s disclosure controls and procedures are effective as of the end of the fiscal year covered by this Annual Report on Form 10-K to ensure that material information relating to the Company and its consolidated subsidiaries is made known to them, particularly during the period for which the Company’s periodic reports, including this Annual Report on Form 10-K, are being prepared. |
Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2006, hereby constitutes and appoints Kenneth A. Joyce and Duane L. Sinn, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Cincinnati, Ohio February 19, 2007 Rurban Financial Corp. Consolidated Balance Sheets December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Balance Sheets December 31 Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 Rurban Financial Corp. Consolidated Statements of Stockholders’ Equity Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Notes to Consolidated Financial Statements December 31, 2006 and 2005 Note 1: Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Rurban Financial Corp. (“Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), The Exchange Bank (“Exchange”), Rurban Operations Corp. (“ROC”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. (“RDSI”), Diverse Computer Marketers, Inc. (“DCM”), Rurban Statutory Trust I (“RST I”), and Rurban Statutory Trust II (“RST II”). |
Controls and Procedures Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal Executive Officer) and the Executive Vice President and Chief Financial Officer (the principal Financial Officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer concluded that: • information required to be disclosed by the Company in this Annual Report on Form 10-K, and the other reports that the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal Executive Officer and principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure; • information required to be disclosed by the Company in this Annual Report on Form 10-K, and the other reports that the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and • the Company’s disclosure controls and procedures are effective as of the end of the fiscal year covered by this Annual Report on Form 10-K to ensure that material information relating to the Company and its consolidated subsidiaries is made known to them, particularly during the period for which the Company’s periodic reports, including this Annual Report on Form 10-K, are being prepared. |
In accordance with General Instruction G(3), the information required by Item 401 of SEC Regulation S-K concerning: (a) directors of the Company is incorporated herein by reference from the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 20, 2006 (the “2006 Proxy Statement”), under the captions “ELECTION OF DIRECTORS”; (b) the Audit Committee of the Company’s Board of Directors and the Board of Directors’ determination that the Company has an “audit committee financial expert” serving on its Audit Committee is incorporated herein by reference from the Company’s 2006 Proxy Statement, under the caption “ELECTION OF DIRECTORS - Committees of the Board - Audit Committee”; and (c) the procedures by which shareholders of the Company may recommend nominees to the Company’s Board of Directors is incorporated herein by reference from the Company’s 2006 Proxy Statement, under the caption “ELECTION OF DIRECTORS - Nominating Procedures.” The information concerning the executive officers of the Company required by Item 401 of SEC Regulation S-K is set forth in the portion of Part I of this Annual Report on Form 10-K entitled “Supplemental Item. |
In accordance with General Instruction G(3), the information regarding the compensation of the Company’s directors required by Item 402(g) of SEC Regulation S-K is incorporated by reference to the information contained in the Company’s 2006 Proxy Statement under “ELECTION OF DIRECTORS” under the subcaptions “-Directors’ Compensation,” “-Rurban Financial Corp. Plan to Allow Directors to Elect to Defer Compensation,” and “-Other Director Benefits.” The information regarding compensation committee interlocks and insider participation required by Item 402(j) of SEC Regulation S-K is incorporated by reference to the information contained in the Company’s 2006 Proxy Statement under “TRANSACTIONS INVOLVING MANAGEMENT.” The information regarding the compensation of the Company’s executive officers required by Item 402(b),(c) and (d) of SEC Regulation S-K is incorporated by reference to the information contained in the Company’s 2006 Proxy Statement under “COMPENSATION OF EXECUTIVE OFFICERS” under the subcaptions “-Summary of Cash and Other Compensation,” “-Grants of Options,” and “-Option Exercises and Holdings.” 50. |
During the term of the SERP Agreements and for a period of two years thereafter, the executive officers are prohibited from: • providing financial or executive assistance to any person or entity (1) located within 50 miles of the office of the Company or its subsidiary at which the executive officer works and (2) engaged in the banking or financial services industry or any other activity engaged in by the Company or its subsidiaries at the beginning of the non-competition period; • directly or indirectly soliciting, inducing or encouraging any of the customers or referral sources of the Company and its subsidiaries (who were customers or referral sources during the executive officer’s employment) to become a customer or referral source of another company; and • directly or indirectly contacting, soliciting or inducing any of the employees of the Company and its subsidiaries (who were employees during the executive officer’s employment) to terminate their employment with the Company or its subsidiaries or to seek, obtain or accept employment with another company. |
A “change in control” is defined by the Change in Control Agreements as: • any transaction that would be required to be reported in a proxy statement sent to the Company’s shareholders; • a merger or consolidation of the Company or the purchase of all or substantially all of the Company’s assets by another person or group, in each case, resulting in less than a majority of the successor entity’s outstanding voting stock being owned immediately after the transaction by the holders of the Company’s voting stock before the transaction; • any person becoming a “beneficial owner” of securities representing 50% or more of the combined voting power of the Company eligible to vote for the election of the Company’s Board of Directors; • any person other than the Company, the executive officer or the Rurban ESOP and Savings Plan becoming the beneficial owner of securities representing 25% or more of the combined voting power of the Company (disregarding any securities which were not acquired for the purpose of changing or influencing control of the Company); • individuals who constitute the Company’s Board of Directors on March 1, 2006 ceasing for any reason to constitute at least a majority of the members of the Company’s Board of Directors (unless the new directors were approved by the vote of at least 2/3rds of the then incumbent directors); or • any other change of control of the Company similar in effect to any of the foregoing. |
Under each Change in Control Agreement, (1) if an executive officer is terminated by the Company or its successor in connection with a “change in control” of the Company (other than termination of employment for “Cause”) during the Protection Period or (2) if the executive officer terminates his employment for “Good Reason” during the Protection Period, the Company or its successor will: • pay the executive officer a lump sum cash payment equal to 2 times (1.5 times for Mr. Sewell) the executive officer’s Annual Direct Salary (i.e., the highest base salary paid to the executive officer for any calendar month during the 36-month period preceding the termination of his employment, multiplied by 12); • provide the executive officer and his family (if the executive officer elected family coverage prior to the termination of his employment) with continued health care, life insurance and disability insurance coverage without cost to the executive for a period of two years (1.5 years for Mr. Sewell), at the same level and subject to the same terms that were in effect on the first day of the Protection Period; and • any other payments or benefits to which the executive officer is entitled under the terms of any other agreement, arrangement, plan or program in which he participates. |
If a change in control occurs and the executive officer receives payments under his Change in Control Agreement, the executive officer will be prohibited from engaging the in following activities for two years (18 months for Mr. Sewell) following the termination of the executive officer’s employment with the Company or its successor: • providing financial or executive assistance to any person or entity (1) located within 50 miles of the office of the Company or its subsidiary at which the executive officer works and (2) engaged in the banking or financial services industry or any other activity engaged in by the Company or its subsidiaries on the date of the change in control; • directly or indirectly contacting, soliciting or inducing any of the customers or referral sources of the Company and its subsidiaries (who were customers or referral sources during the executive officer’s employment) to become a customer or referral source of another company; and • directly or indirectly soliciting, inducing or encouraging any of the employees of the Company or its successor and their subsidiaries (who were employees during the 55. executive officer’s employment) to terminate their employment with the Company or its successor and their subsidiaries or to seek, obtain or accept employment with another company. |
Termination by the Company Without “Cause” or by Mr. Joyce for “Good Reason” If Mr. Joyce’s employment is terminated by the Company without “Cause” or by Mr. Joyce with “Good Reason” (and such termination does not occur in connection with a change in control), the Company will: • pay Mr. Joyce an amount equal to twice his “Agreed Compensation” (i.e., the sum of (a) the average of Mr. Joyce’s annual base salary for the five calendar years immediately preceding his termination and (b) the average of Mr. Joyce’s annual bonuses for the five calendar years immediately preceding his termination) in 24 equal monthly installments; • provide Mr. Joyce and his family (if he elected family coverage prior to the termination of his employment) with continued health care, life insurance and disability insurance coverage without cost to the executive for a period of one year, at the same level and subject to the same terms that were in effect at any time during the two years prior of his termination; and • pay Mr. Joyce any other payments or benefits to which he is entitled under the terms of any other agreement, arrangement, plan or program in which he participates. |
Mr. Joyce will be entitled to receive: Non-Compete If Mr. Joyce receives compensation under his Employment Agreement in connection with the termination of his employment after a Change in Control, he will be prohibited from engaging in the following activities for two years following the termination of his employment: • providing financial or executive assistance to any person or entity located within 50 miles of the Company’s main office in Defiance, Ohio and engaged in the banking or financial services industry or any other activity engaged in by the Company or its subsidiaries; • directly or indirectly contacting, soliciting or inducing any of the customers or referral sources of the Company and its subsidiaries (who were customers or referral sources during his employment) to become a customer or referral source of another company; and • directly or indirectly soliciting, inducing or encouraging any of the employees of the Company or its successor and their subsidiaries (who were employees during his employment) to terminate their employment with the Company or its successor and their subsidiaries or to seek, obtain or accept employment with another company. |
Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2005, hereby constitutes and appoints Kenneth A. Joyce and Duane L. Sinn as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the Nasdaq Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Cincinnati, Ohio February 13, 2006 Rurban Financial Corp. Consolidated Balance Sheets December 31 Assets See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Balance Sheets December 31 Liabilities and Stockholders’ Equity Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Income Years Ended December 31 Rurban Financial Corp. Consolidated Statements of Stockholders’ Equity Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 Rurban Financial Corp. Notes to Consolidated Financial Statements December 31, 2005 and 2004 Note 1: Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Rurban Financial Corp. (“Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), Exchange Bank (“Exchange”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. (“RDSI”), Rurban Statutory Trust I (“RST I”), and Rurban Statutory Trust II (“RST II”). |
Controls and Procedures Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company's management evaluated the effectiveness of the Company's disclosure and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Company's President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that: - information required to be disclosed by the Company in this Annual Report on Form 10-K would be accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures; - information required to be disclosed by the Company in this Annual Report on Form 10-K would be recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and - the Company's disclosure controls and procedures are effective as of the end of the period covered by this Annual Report on Form 10-K to ensure that material information relating to the Company and its consolidated subsidiaries is made known to them, particularly during the period for which the Company's periodic reports, including this Annual Report on Form 10-K, are being prepared. |
Under the At-Risk Compensation Plan: - All non-officer employees of the Company and its subsidiaries and officers of RDSI will receive up to 100% of the maximum bonus payout if the officer's business unit meets or exceeds its fiscal 2005 budget and receives a rating of "satisfactory" or better on regulatory examinations and significant audits; - Officers of State Bank and officers of RFS will receive (a) up to 80% of the maximum bonus payout if the officer's business unit meets or exceeds its fiscal 2005 budget and receives a rating of "satisfactory" or better on regulatory examinations and significant audits and (b) up to 20% of the maximum bonus payout if the Company meets or exceeds its fiscal 2005 budget; - Business unit managers will receive (a) up to 50% of the maximum bonus payout if the manager's business unit meets or exceeds its fiscal 2005 budget and receives a rating of "satisfactory" or better on regulatory examinations and significant audits and (b) up to 50% of the maximum bonus payout if the Company meets or exceeds its fiscal 2005 budget; and 46. |
RURBAN FINANCIAL CORP. /s/ James E. Adams --------------------------------------- Date: March 28, 2005 By: James E. Adams, Executive Vice President, Chief Financial Officer & Chief Accounting Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio Company which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, hereby constitutes and appoints Kenneth A. Joyce and James E. Adams as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
RURBAN FINANCIAL CORP. CONSOLIDATED BALANCE SHEETS DECEMBER 31 See Notes to Consolidated Financial Statements See Notes to Consolidated Financial Statements RURBAN FINANCIAL CORP. CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31 See Notes to Consolidated Financial Statements See Notes to Consolidated Financial Statements RURBAN FINANCIAL CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31 See Notes to Consolidated Financial Statements RURBAN FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 See Notes to Consolidated Financial Statements See Notes to Consolidated Financial Statements RURBAN FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Rurban Financial Corp. ("Company") is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company ("State Bank"), RFCBC, Inc. ("RFCBC"), Rurbanc Data Services, Inc. ("RDSI"), and Rurban Statutory Trust 1 ("RST"). |
Controls and Procedures Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the preincipal financial officer) of the Company, the Company's management evaluated the effectiveness of the Company's disclosure and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Company's President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that: - information required to be disclosed by the Company in this Annual Report on Form 10-K would be accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures; - information required to be disclosed by the Company in this Annual Report on Form 10-K would be recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and - the Company's disclosure controls and procedures are effective as of the end of the period covered by this Annual Report on Form 10-K to ensure that material information relating to the Company and its consolidated subsidiaries is made known to them, particularly during the period for which the Company's periodic reports, including this Annual Report on Form 10-K, are being prepared. |
RURBAN FINANCIAL CORP. /s/ James E. Adams ------------------------------- Date: March 30, 2004 By: James E. Adams, Executive Vice President, Chief Financial Officer & Chief Accounting Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio Company which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K for the fiscal year ended December 31, 2003, hereby constitutes and appoints Kenneth A. Joyce and James E. Adams as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
RURBAN FINANCIAL CORP. /s/ Richard C. Warrener ----------------------- Date: March 28, 2003 By: Richard C. Warrener, Executive Vice President, -------------- Chief Financial Officer & Chief Accounting Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, hereby constitutes and appoints Kenneth A. Joyce and Richard C. Warrener as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
/s/ BKD, LLLP Cincinnati, Ohio February 14, 2003, except for note 27, for which the date is February 22, 2003 RURBAN FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2002 AND 2001 See Notes to Consolidated Financial Statements LIABILITIES AND STOCKHOLDERS' EQUITY See Notes to Consolidated Financial Statements RURBAN FINANCIAL CORP. CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 See Notes to Consolidated Financial Statements See Notes to Consolidated Financial Statements RURBAN FINANCIAL CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 See Notes to Consolidated Financial Statements RURBAN FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 See Notes to Consolidated Financial Statements See Notes to Consolidated Financial Statements RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Rurban Financial Corp. ("Company") is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company ("State Bank"), RFC Banking Company ("RFCBC") collectively (Banks), Rurbanc Data Services, Inc. ("RDSI"), Rurban Life Insurance Company ("Rurban Life") and Rurban Statutory Trust 1 ("RST"). |
RURBAN FINANCIAL CORP. /s/ Richard C. Warrener ------------------------------- Date: APRIL 15, 2002 By: Richard C. Warrener, Executive Vice -------------- President, Chief Financial Officer and Chief Accounting Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report on Form 10-K for the fiscal year ended December 31, 2001, hereby constitutes and appoints Thomas C. Williams and Richard Warrener as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
NOTE 14 - PARENT COMPANY FINANCIAL STATEMENTS Presented below are condensed financial statements for the parent company, Rurban Financial Corp.: - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999, 1998 and 1997 - -------------------------------------------------------------------------------- NOTE 14 - PARENT COMPANY FINANCIAL STATEMENTS (Continued) - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999, 1998 and 1997 - -------------------------------------------------------------------------------- NOTE 14 - PARENT COMPANY FINANCIAL STATEMENTS (Continued) - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999, 1998 and 1997 - -------------------------------------------------------------------------------- NOTE 14 - PARENT COMPANY FINANCIAL STATEMENTS (Continued) NOTE 15 - FAIR VALUES OF FINANCIAL INSTRUMENTS The following table shows the estimated fair values and the related carrying values of the Corporation's financial instruments at December 31, 1999 and 1998. |
- -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999, 1998 and 1997 - -------------------------------------------------------------------------------- NOTE 18 - SEGMENT INFORMATION (Continued) - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999, 1998 and 1997 - -------------------------------------------------------------------------------- NOTE 18 - SEGMENT INFORMATION (Continued) - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999, 1998 and 1997 - -------------------------------------------------------------------------------- NOTE 18 - SEGMENT INFORMATION (Continued) - -------------------------------------------------------------------------------- |
- -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998, 1997 and 1996 - -------------------------------------------------------------------------------- NOTE 13 - PARENT COMPANY FINANCIAL STATEMENTS Presented below are condensed financial statements for the parent company, Rurban Financial Corp.: CONDENSED BALANCE SHEETS December 31, 1998 and 1997 - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998, 1997 and 1996 - -------------------------------------------------------------------------------- NOTE 13 - PARENT COMPANY FINANCIAL STATEMENTS (Continued) CONDENSED STATEMENTS OF INCOME Years ended December 31, 1998, 1997 and 1996 - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998, 1997 and 1996 - -------------------------------------------------------------------------------- NOTE 13 - PARENT COMPANY FINANCIAL STATEMENTS (Continued) CONDENSED STATEMENTS OF CASH FLOWS Years ended December 31, 1998, 1997 and 1996 - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998, 1997 and 1996 - -------------------------------------------------------------------------------- NOTE 13 - PARENT COMPANY FINANCIAL STATEMENTS (Continued) CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED) Years ended December 31, 1998, 1997 and 1996 NOTE 14 - FAIR VALUES OF FINANCIAL INSTRUMENTS The following table shows the estimated fair values and the related carrying values of the Corporation's financial instruments at December 31, 1998 and 1997. |
- -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998, 1997 and 1996 - -------------------------------------------------------------------------------- NOTE 17 - SEGMENT INFORMATION (Continued) - ---- - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998, 1997 and 1996 - -------------------------------------------------------------------------------- NOTE 17 - SEGMENT INFORMATION (Continued) - ---- - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998, 1997 and 1996 - -------------------------------------------------------------------------------- NOTE 17 - SEGMENT INFORMATION (Continued) - -------------------------------------------------------------------------------- (Continued) RURBAN FINANCIAL CORP. |
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: ● Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. |
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
KOPIN CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 26, 2009 and December 27, 2008 Consolidated Statements of Operations for the years ended December 26, 2009, December 27, 2008 and December 29, 2007 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 26, 2009, December 27, 2008 and December 29, 2007 Consolidated Statements of Stockholders’ Equity for the years ended December 26, 2009, December 27, 2008 and December 29, 2007 Consolidated Statements of Cash Flows for the years ended December 26, 2009, December 27, 2008 and December 29, 2007 Notes to Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Kopin Corporation Taunton, Massachusetts We have audited the accompanying consolidated balance sheets of Kopin Corporation and subsidiaries (the “Company”) as of December 26, 2009 and December 27, 2008, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 26, 2009. |
KOPIN CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 27, 2008 and December 29, 2007 Consolidated Statements of Operations for the years ended December 27, 2008, December 29, 2007 and December 30, 2006 Consolidated Statements of Comprehensive Loss for the years ended December 27, 2008, December 29, 2007 and December 30, 2006 Consolidated Statements of Stockholders’ Equity for the years ended December 27, 2008, December 29, 2007 and December 30, 2006 Consolidated Statements of Cash Flows for the years ended December 27, 2008, December 29, 2007 and December 30, 2006 Notes to Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Kopin Corporation Taunton, Massachusetts We have audited the accompanying consolidated balance sheets of Kopin Corporation and subsidiaries (the “Company”) as of December 27, 2008 and December 29, 2007, and the related consolidated statements of operation, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 27, 2008. |
KOPIN CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 29, 2007 and December 30, 2006 Consolidated Statements of Operations for the years ended December 29, 2007, December 30, 2006 and December 31, 2005 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 29, 2007, December 30, 2006 and December 31, 2005 Consolidated Statements of Stockholders’ Equity for the years ended December 29, 2007, December 30, 2006 and December 31, 2005 Consolidated Statements of Cash Flows for the years ended December 29, 2007, December 30, 2006 and December 31, 2005 Notes to Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Kopin Corporation Taunton, Massachusetts We have audited the accompanying consolidated balance sheets of Kopin Corporation and subsidiaries (the “Company”) as of December 29, 2007 and December 30, 2006, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 29, 2007. |
Benefit Plan Executive Officers Certain Managers Full Time Domestic Employees Full Time Foreign Employees 401(k) Yes Yes Yes Not Offered Defined Contribution to Retirement Plan Not Offered Not Offered Not Offered Yes(1) Medical/Dental/ Vision Plans Yes Yes Yes Not Offered Life and Disability Insurance(2) Yes Yes Yes Not Offered Short Term Incentive Plan Yes(3) Yes(3) Yes(4) Not Offered Equity Incentive Plan Yes Yes Yes Not Offered Automobile Allowance Not Offered Not Offered Not Offered Not Offered Income Tax Planning services Not Offered Not Offered Not Offered Not Offered Supplemental Early Retirement Plan Not Offered Not Offered Not Offered Not Offered Employee Stock Purchase Plan Not Offered Not Offered Not Offered Not Offered Deferred Compensation Plan Not Offered Not Offered Not Offered Not Offered Supplemental Early Retirement Plan Not Offered Not Offered Not Offered Not Offered Employee Stock Ownership Plan Not Offered Not Offered Not Offered Not Offered Defined Benefit Pension Plan Not Offered Not Offered Not Offered Not Offered Financial Planning Allowance Not Offered Not Offered Not Offered Not Offered Country Club Memberships Not Offered Not Offered Not Offered Not Offered Dwellings for Person Use(5) Not Offered Not Offered Not Offered Not Offered (1) Kopin’s Korean subsidiary, Kowon, contributes to a government sponsored retirement program for its employees. |
KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) The effects of the restatement are as follows: July 1, 2006 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) Three months ended July 1, 2006 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) April 1, 2006 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) Three months ended April 1, 2006 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) Three months ended December 31, 2005 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) September 24, 2005 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) Three months ended September 24, 2005 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) June 25, 2005 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) Three months ended June 25, 2005 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) March 26, 2005 KOPIN CORPORATION Notes to Consolidated Financial Statements (Continued) (13) Quarterly Financial Information (unaudited) (Continued) Three months ended March 26, 2005 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
KOPIN CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 31, 2005 and December 25, 2004 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2005, December 25, 2004 and December 31, 2003 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2005, December 25, 2004 and December 31, 2003 Consolidated Statements of Cash Flows for the years ended December 31, 2005, December 25, 2004 and December 31, 2003 Notes to Consolidated Financial Statements 50-65 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Kopin Corporation Taunton, Massachusetts We have audited the accompanying consolidated balance sheets of Kopin Corporation and subsidiaries (the “Company”) as of December 31, 2005 and December 25, 2004, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005. |
Controls and Procedures The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. |
(3) Exhibits 3.1 Amended and Restated Certificate of Incorporation (2) 3.2 Amendment to Certificate of Incorporation (7) 3.3 Amendment to Certificate of Incorporation (7) 3.4 Second Amended and Restated By-laws Specimen Certificate of Common Stock (1) 10.1 Form of Employee Agreement with Respect to Inventions and Proprietary Information (1) 10.2 1985 Incentive Stock Option Plan, as amended (1)* 10.3 Amended and Restated 1992 Stock Option Plan (2)* 10.4 1992 Stock Option Plan Amendment (7)* 10.5 1992 Stock Option Plan Amendment (8)* 10.6 2001 Equity Incentive Plan (9)* 10.7 2001 Supplemental Equity Incentive Plan (8)* 10.8 Form of Key Employee Stock Purchase Agreement (1)* 10.9 License Agreement by and between the Company and Massachusetts Institute of Technology dated April 22, 1985, as amended (1) 10.10 Facility Lease, by and between the Company and Massachusetts Technology Park Corporation, dated October 15, (3) 10.11 Master Sublease-Purchase Agreement, by and between the Company and Massachusetts Industrial Finance Agency, dated June 23, 1994 (4) 10.12 Contract by and between the Company and the United States Department of Commerce, dated April 25, 1995 (5) 10.13 Cooperative Research and Development Agreement, by and between the Company and Massachusetts Institute of Technology Lincoln Laboratory, dated June 21, 1995 (confidential portions on file with the Commission) (5) 10.14 Letter Agreement, by and between the Company and United Microelectronics Corporation, dated November 29, 1995 (confidential portions on file with the Commission) (5) 10.15 Joint Venture Agreement, by and among the Company, Kowon Technology Co., Ltd., and Korean Investors, dated as of March 3, 1998 (6) 10.16 Fourth Amended and Restated Employment Agreement between the Company and Dr. John C.C. |
(3) Exhibits 3.1 Amended and Restated Certificate of Incorporation (2) 3.2 Amendment to Certificate of Incorporation (16) 3.3 Amendment to Certificate of Incorporation (16) 3.4 Amended and Restated By-laws (2) Specimen Certificate of Common Stock (1) 10.1 Form of Employee Agreement with Respect to Inventions and Proprietary Information (1) 10.2 1985 Incentive Stock Option Plan, as amended (1) 10.3 Amended and Restated 1992 Stock Option Plan (2) 10.4 1992 Stock Option Plan Amendment (16) 10.5 1992 Stock Option Plan Amendment (17) 10.6 2001 Equity Incentive Plan (18) 10.7 2001 Supplemental Equity Incentive Plan (17) 10.8 Form of Key Employee Stock Purchase Agreement (1) 10.9 License Agreement by and between the Company and Massachusetts Institute of Technology dated April 22, 1985, as amended (1) 10.10 Technology and Business Development Agreement, dated as of November 6, 1992 by and between the Company and Rockwell International Corporation (confidential portions on file with the Commission) (2) 10.11 Facility Lease, by and between the Company and Massachusetts Technology Park Corporation dated October 15, 1993 (3) 10.12 Master Sublease-Purchase Agreement, by and between the Company and Massachusetts Industrial Finance Agency dated June 23, 1994 (4) 10.13 Contract by and between the Company and the Advanced Research Projects Agency dated May 25, 1994 (confidential portions on file with the Commission) (4) 10.14 Joint Agreement by and between the Company and Philips Consumer Electronics Company, Division of Philips Electronics North America Corporation dated July 25, 1994 (confidential portions on file with the Commission) (5) 10.15 Cross License and Supply Agreement, by and between the Company and Philips Electronics North America Corporation dated June 18, 1994(confidential portions on file with the Commission) (5) 10.16 Securities Purchase Agreement, by and between the Company and GMT Microelectronics Corporation, dated January 6, 1995 (confidential portions on file with the Commission) (7) 10.17 Contract by and between the Company and the United States Department of Commerce dated April 25,1995 (9) 10.18 Cooperative Research and Development Agreement, by and between the Company and Massachusetts Institute of Technology Lincoln Laboratory dated June 21, 1995 (confidential portions on file with the Commission) (9) 10.19 Stock Purchase Agreement, by and between the Company and Telecom Holding Co., Ltd. dated November 24, 1995 (10) 10.20 Letter Agreement, by and between the Company and Telecom Holding Co., Ltd. dated November 24, 1995 (10) 10.21 Stock Purchase Agreement, by and between the Company and United Microelectronics Corporation dated November 29, 1995 (9) 10.22 Stock Purchase Agreement, by and between the Company and Unipac Optoelectronics Corporation dated November 29, 1995 (9) 10.23 Letter Agreement, by and between the Company and United Microelectronics Corporation dated November 29, 1995 (confidential portions on file with the Commission) (9) 10.24 Amendment Agreement, by and between the Company and Rockwell International Corporation dated September 29, 1995 (9) 10.25 Securities Purchase Agreement, by and between the Company and Unitek Semiconductor, Inc. dated January 26, (11) 10.26 Chattel Leasing Promissory Note, by and between the Company and BancBoston Leasing dated January 29, 1996 (11) 10.27 Master lease agreement, by and between the Company and BancBoston Leasing dated December 23, 1996 (13) 10.28 Joint Venture Agreement, by and among the Company, Kowon Technology Co., Ltd., and Korean Investors, dated as of March 3, 1998 (15) 10.29 Amended and Restated Employment Agreement between the Company and Dr. John C.C. |
Wall /s/ Richard A. Sneider Treasurer and Chief March 26, 1999 - ---------------------- Financial Officer Richard A. Sneider (principal financial and accounting officer) KOPIN CORPORATION SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Index to Exhibits Sequential page Exhibits number - -------- ------------------------------------------------- ------ 3.1 Amended and Restated Certificate of Incorporation (2) 3.2 Amendment to Certificate of Incorporation (13) 3.3 Amended and Restated By-laws (2) 4 Specimen Certificate of Common Stock (1) 10.1 Form of Employee Agreement with Respect to Inventions and Proprietary Information (1) 10.2 1985 Incentive Stock Option Plan, as amended (1) 10.3 1992 Stock Option Plan Amendment (14) 10.4 Form of Key Employee Stock Purchase Agreement (1) 10.5 License Agreement by and between the Company and Massachusetts Institute of Technology dated April 22, 1985, as amended (1) 10.6 Technology and Business Development Agreement, dated as of November 6, 1992 by and between the Company and Rockwell International Corporation (confidential portions on file with the Commission) (2) 10.7 Facility Lease, by and between the Company and Massachusetts Technology Park Corporation dated October 15, 1993 (3) 10.8 Master Sublease - Purchase Agreement, by and between the Company and Massachusetts Industrial Finance Agency dated June 23, 1994 (4) 10.9 Contract by and between the Company and the Advanced Research Projects Agency dated May 25, 1994(confidential portions on file with the Commission) (4) 10.10 Joint Agreement by and between the Company and Philips Consumer Electronics Company, Division of Philips Electronics North America Corporation dated July 25, 1994 (confidential portions on file with the Commission) (5) 10.11 Cross License and Supply Agreement, by and between the Company and Philips Electronics North America Corporation dated June 18, 1994(confidential portions on file with the Commission) (5) 10.12 Securities Purchase Agreement, by and between the Company and GMT Microelectronics Corporation, dated January 6, 1995 (confidential portions on file with the Commission) (7) 10.13 Contract by and between the Company and the United States Department of Commerce dated April 25,1995 (9) 10.14 Securities Purchase Agreement, by and between the Company and Forte Technologies, Inc. dated September 15, 1995 (9) 10.15 Cooperative Research and Development Agreement, by and between the Company and Massachusetts Institute of Technology Lincoln Laboratory dated June 21, 1995 (confidential portions on file with the Commission) (9) 10.16 Stock Purchase Agreement, by and between the Company and Telecom Holding dated November 24, 1995 (10) 10.17 Letter Agreement, by and between the Company and Telecom Holding Co., Ltd. Co., Ltd. dated November 24, 1995 (10) 10.18 Stock Purchase Agreement, by and between the Company and United Microelectronics Corporation dated November 29, 1995 (9) 10.19 Stock Purchase Agreement, by and between the Company and Unipac Optoelectronics Corporation dated November 29, 1995 (9) 10.20 Letter Agreement, by and between the Company and United Microelectronics Corporation dated November 29, 1995(confidential portions on file with the Commission) (9) 10.21 Amendment Agreement, by and between the Company and Rockwell International Corporation dated September 29, 1995 (9) 10.22 Securities Purchase Agreement, by and between the Company and Unitek Semiconductor, Inc. dated January 26, 1996 (11) 10.23 Chattel Leasing Promissory Note, by and between the Company and BancBoston Leasing dated January 29, 1996 (11) 10.24 Securities Purchase Agreement, by and between the Company and Forte Technologies, Inc. dated February 8, 1996. |
(3) Exhibits 3.1 Amended and Restated Certificate of Incorporation (2) 3.2 Amendment to Certificate of Incorporation (13) 3.3 Amended and Restated By-laws (2) 4 Specimen Certificate of Common Stock (1) 10.1 Form of Employee Agreement with Respect to Inventions and Proprietary Information (1) 10.2 1985 Incentive Stock Option Plan, as amended (1) 10.3 1992 Stock Option Plan Amendment (13) 10.4 Form of Key Employee Stock Purchase Agreement (1) 10.5 License Agreement by and between the Company and Massachusetts Institute of Technology dated April 22, 1985, as amended (1) 10.6 Letter Agreement by and between the Company and Boeing Defense and Space Group dated February 11, 1992 (1) 10.7 Facility Lease, as amended, by and between the Company and Myles Standish Associates Limited Partnership commencing November 1, 1985 (1) 10.8 Technology and Business Development Agreement, dated as of November 6, 1992 by and between the Company and Rockwell International Corporation (confidential portions on file with the Commission) (2) 10.9 Stock Purchase Agreement, dated as of November 6, 1992, by and between the Company and Rockwell International Corporation (2) 10.10 Contract between the Company and the Defense Advanced Research Projects Agency, dated September 25, 1992 (2) 10.11 Contract between the Company and the David Sarnoff Research Center, dated July 17, 1992 (2) 10.12 Contract between the Company and Microelectronics and Computer Technology Corporation, dated September 15, 1992 (2) 10.13 Contract by and between the Company and the United States Department of Commerce dated September 16, 1992 (2) 10.14 Contract by and between the Company and the United States Army Natick RD&E Center dated December 29, 1993 (3) 10.15 Contract by and between the Company and Department of the Air Force, Air Force Material Command dated September 22, 1993 (3) 10.16 Facility Lease, by and between the Company and Massachusetts Technology Park Corporation dated October 15, 1993 (3) 10.17 Contract amendment by and between the Company and Advanced Research Projects Agency dated December 3, 1993 (3) 10.18 Cooperative Research and Development Agreement, by and between the Company and Massachusetts Institute of Technology Lincoln Laboratory dated September 14, 1993 (confidential portions on file with the Commission) (3) 10.19 Immersion Display System Development Agreement, by and between the Company and Honeywell Technology Center dated October 19, 1993 (confidential portions on file with the Commission) (3) 10.20 Master Sublease - Purchase Agreement, by and between the Company and Massachusetts Industrial Finance Agency dated June 23, 1994 (4) 10.21 Contract by and between the Company and the Advanced Research Projects Agency dated May 25, 1994 (confidential portions on file with the Commission) (4) 10.22 Joint Agreement by and between the Company and Philips Consumer Electronics Company, Division of Philips Electronics North America Corporation dated July 25, 1994 (confidential portions on file with the Commission) (5) 10.23 Cross License and Supply Agreement, by and between the Company and Philips Electronics North America Corporation dated June 18, 1994 (confidential portions on file with the Commission) (5) 10.24 Securities Purchase Agreement, by and between the Company and Forte Technologies, Inc. dated October 24, 1994 (confidential portions on file with the Commission) (6) 10.25 Securities Purchase Agreement, by and between the Company and GMT Microelectronics Corporation, dated January 6, 1995 (confidential portions on file with the Commission) (7) 10.26 Amended and Restated Employment Agreement between the Company and Dr. John C.C. |
Fan, dated as of May 1, 1995 (8) 10.27 Contract by and between the Company and the United States Department of Commerce dated April 25,1995 (9) 10.28 Securities Purchase Agreement, by and between the Company and Forte Technologies, Inc. dated September 15, 1995 (9) 10.29 Cooperative Research and Development Agreement, by and between the Company and Massachusetts Institute of Technology Lincoln Laboratory dated June 21, 1995 (confidential portions on file with the Commission) (9) 10.30 Stock Purchase Agreement, by and between the Company and Telecom Holding dated November 24, 1995 (10) 10.31 Letter Agreement, by and between the Company and Telecom Holding Co., Ltd. Co., Ltd. dated November 24, 1995 (10) 10.32 Stock Purchase Agreement, by and between the Company and United Microelectronics Corporation dated November 29, 1995 (9) 10.33 Stock Purchase Agreement, by and between the Company and Unipac Optoelectronics Corporation dated November 29, 1995 (9) 10.34 Letter Agreement, by and between the Company and United Microelectronics Corporation dated November 29, 1995 (confidential portions on file with the Commission) (9) 10.35 Amendment Agreement, by and between the Company and Rockwell International Corporation dated September 29, 1995 (9) 10.36 Securities Purchase Agreement, by and between the Company and Unitek Semiconductor, Inc. dated January 26, 1996 (11) 10.37 Chattel Leasing Promissory Note, by and between the Company and BancBoston Leasing dated January 29, 1996 (11) 10.38 Securities Purchase Agreement, by and between the Company and Forte Technologies, Inc. dated February 8, 1996 (11) 10.39 Securities Purchase Agreement, by and between Forte Technologies, Inc. and Investors, dated June 27, 1996 (12) 10.40 Master lease agreement, by and between the Company and BancBoston Leasing dated December 23, 1996 (13) 21.1 Subsidiaries of Kopin Corporation 23.1 Consent of Deloitte & Touche LLP, Independent Auditors of the Company 27 Financial Data Schedule (1) Filed as an exhibit to Registration Statement on Form S-1, File No. |
Our future growth rate depends upon a number of factors, including our ability to (i) identify and evolve with emerging technological and broader industry trends in our target end-markets; (ii) develop and maintain competitive products; (iii) defend our market share against an ever-expanding number of competitors including many new and non-traditional competitors; (iv) enhance our products by adding innovative features that differentiate our products from those of our competitors and prevent commoditization of our products; (v) develop, manufacture and bring compelling new products to market quickly and cost-effectively; (vi) monitor disruptive technologies and business models; (vii) achieve sufficient return on investment for new products introduced based on capital expenditures and research and development spending; (viii) respond to changes in overall trends related to end-market demand; and (ix) attract, develop and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products. |
BUSINESS OBJECTIVES Our businesses are focused on the following objectives: • Driving profitable growth through delivering innovative products through research and development and technological excellence, and through continued enhancement of our footprint in high growth regions; • Continuing to execute on our strategy to become the premier software-industrial, including the ongoing expansion of Honeywell Forge connected solutions for aircraft, buildings, cybersecurity, plants, and workers and driving a recurring revenue model across the Company; • Expanding margins by optimizing the Company’s cost structure through Supply Chain and Honeywell Digital transformation initiatives, commercial excellence, repositioning, and other manufacturing and operational process improvements; • Executing disciplined, rigorous M&A and integration processes to deliver growth through acquisitions; • Controlling corporate costs, including costs incurred for asbestos and environmental matters, pension and other post-retirement benefits; and • Increasing availability of capital through strong cash flow generation and conversion from effective working capital management and proactively managing debt to enable the Company to smartly deploy capital for strategic acquisitions, dividends, share repurchases and capital expenditures. |
Date: February 14, 2020 By: /s/ Robert D. Mailloux Robert D. Mailloux Vice President and Controller (on behalf of the Registrant and as the Registrant’s Principal Accounting Officer) 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 /s/ Darius Adamczyk * Darius Adamczyk Chairman and Chief Executive Officer (Principal Executive Officer) Linnet F. Deily Director * * Duncan B. Angove Director Deborah Flint Director * * William S. Ayer Director Judd Gregg Director * * Kevin Burke Director Clive Hollick Director * * Jaime Chico Pardo Director Grace D. Lieblein Director * * D. Scott Davis Director George Paz Director * Robin L. Washington Director /s/ Gregory P. Lewis /s/ Robert D. Mailloux Gregory P. Lewis Senior Vice President and Chief Financial Officer (Principal Financial Officer) Robert D. Mailloux Vice President and Controller (Principal Accounting Officer) *By: /s/ Gregory P. Lewis (Gregory P. Lewis Attorney-in-fact) February 14, 2020 |
In addition, our results of operations and cash flows may be adversely impacted by (i) the failure of acquired businesses to meet or exceed expected returns, including risk of impairment; (ii) the failure to integrate multiple acquired businesses into Honeywell simultaneously and on schedule and/or to achieve expected synergies; (iii) the inability to dispose of non-core assets and businesses on satisfactory terms and conditions; (iv) the discovery of unanticipated liabilities, labor relations difficulties or other problems in acquired businesses for which we lack contractual protections, insurance or indemnities, or with regard to divested businesses, claims by purchasers to whom we have provided contractual indemnification and (v) the inability to collect on the indemnification and reimbursement agreements entered into with our spin-offs, Garrett Motion Inc. and Resideo Technologies, Inc. Our future growth is largely dependent upon our ability to develop new technologies and introduce new products that achieve market acceptance in increasingly competitive markets with acceptable margins. |
Our future growth rate depends upon a number of factors, including our ability to (i) identify and evolve with emerging technological and broader industry trends in our target end-markets, (ii) develop and maintain competitive products, (iii) defend our market share against an ever-expanding number of competitors including many new and non-traditional competitors, (iv) enhance our products by adding innovative features that differentiate our products from those of our competitors and prevent commoditization of our products, (v) develop, manufacture and bring compelling new products to market quickly and cost-effectively, (vi) monitor disruptive technologies and business models, (vii) achieve sufficient return on investment for new products introduced based on capital expenditures and research and development spending, (viii) respond to changes in overall trends related to end market demand, and (x) attract, develop and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products. |
Our 2019 areas of focus, most of which are applicable to each of our segments include: • Driving profitable growth through research and development and technological excellence to deliver innovative products that customers value, and through expansion and localization of our footprint in high growth regions; • Executing on our strategy to become a software-industrial company, which for us means products and services that facilitate the connected plane, building and factory; • Expanding margins by optimizing the Company’s cost structure through manufacturing and administrative process improvements, repositioning, and other productivity actions; • Executing disciplined, rigorous M&A and integration processes to deliver growth through acquisitions; • Controlling corporate costs, including costs incurred for asbestos and environmental matters, pension and other post-retirement benefits; and • Increasing availability of capital through strong cash flow conversion from effective working capital management and proactively managing debt levels to enable the Company to smartly deploy capital for strategic acquisitions, dividends, share repurchases and capital expenditures. |
In consideration for Mr. Mikkilineni’s agreement to (1) provide post-Retirement Date transition services through October 31, 2019, and (2) extend the time period of his existing non-solicitation and non-compete covenants from two years to three years, the Company and Mr. Mikkilineni entered into a Retirement Agreement that provides Mr. Mikkilineni with the following benefits notwithstanding his voluntary retirement: (i) the outstanding restricted stock units previously awarded to Mr. Mikkilineni that are unvested as of the Retirement Date and that would otherwise have vested before March 1, 2020 shall remain outstanding and continue to vest as scheduled pursuant to their existing terms and conditions, including the satisfaction of any applicable Company performance requirements, (ii) all outstanding stock options that are unvested as of the Retirement Date and that would otherwise have vested before March 1, 2020 shall continue to vest as scheduled, and (iii) Mr. Mikkilineni shall receive a $2,500,000 payout from the performance stock units (“PSUs”) granted to him for the 2017-2019 PSU performance cycle (or the full payout of such PSUs if such payout is less than $2,500,000). |
Our future growth rate depends upon a number of factors, including our ability to (i) identify and evolve with emerging technological and broader industry trends in our target end-markets, (ii) develop and maintain competitive products, (iii) defend our market share against an ever-expanding number of competitors including many new and non-traditional competitors, (iv) enhance our products by adding innovative features that differentiate our products from those of our competitors and prevent commoditization of our products, (v) develop, manufacture and bring compelling new products to market quickly and cost-effectively, (vi) monitor disruptive technologies and business models, (vii) achieve sufficient return on investment for new products introduced based on capital expenditures and research and development spending, (viii) respond to changes in overall trends related to end market demand, and (x) attract, develop and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products. |
Our 2018 areas of focus, most of which are applicable to each of our segments include: • Driving profitable organic growth through R&D and technological excellence to deliver innovative products that customers value and expansion and localization of our footprint in high growth regions; • Executing on our strategy to become a software-industrial company, which for us means products and services that facilitate the connected plane, home, building and factory; • Expanding margins by maintaining and improving the Company’s cost structure through manufacturing and administrative process improvements, repositioning, and other productivity actions; • Executing disciplined, rigorous M&A and integration processes to deliver growth through acquisitions; • Ensuring the successful completion of the proposed spin-offs of our Homes and Global Distribution business, as well as our Transportation Systems business, into two stand-alone, publicly traded companies; • Controlling corporate costs, including costs incurred for asbestos and environmental matters, pension and other post-retirement benefits; • Increasing availability of capital through strong cash flow conversion from effective working capital management and proactively managing debt levels to enable the Company to smartly deploy capital for strategic acquisitions, dividends, share repurchases and capital expenditures; and • Aligning our operating structure to benefit from the territorial tax system being implemented by the Tax Act. |
Our 2017 areas of focus which are generally applicable to each of our operating segments include: · Ensuring the successful completion of the leadership transition, which includes the Chief Executive Officer and leaders for three of our operating segments, and continuing to execute on the realignment of our Home and Building Technologies and Safety and Productivity Solutions operating segments; · Driving profitable organic growth through R&D and technological excellence to deliver innovative products that customers value and expansion and localization of our footprint in high growth regions; · Executing on our strategy to become a software-industrial company, which for us means products and services that facilitate the connected plane, home, building and factory; · Executing disciplined, rigorous M&A and integration processes to deliver growth through previously announced acquisitions; · Expanding margins by maintaining and improving the Company’s cost structure through manufacturing and administrative process improvements, repositioning, and other productivity actions; · Controlling corporate and other non-operating costs, including costs incurred for asbestos and environmental matters, pension and other post-retirement and income tax expense; · Increasing availability of capital through strong cash flow conversion from effective working capital management and proactively managing debt levels to enable the Company to smartly deploy capital for strategic acquisitions, dividends, share repurchases and capital expenditures. |
(1) Included in Other assets on Consolidated Balance Sheet (2) Included in Accrued liabilities on Consolidated Balance Sheet (3) Included in Other liabilities - noncurrent on Consolidated Balance Sheet HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS - (CONTINUED) (Dollars in millions, except per share amounts) Amounts recognized in accumulated other comprehensive (income) loss associated with our significant pension and other postretirement benefit plans at December 31, 2016 and 2015 are as follows: The components of net periodic benefit (income) cost and other amounts recognized in other comprehensive (income) loss for our significant pension and other postretirement benefit plans include the following components: HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS - (CONTINUED) (Dollars in millions, except per share amounts) The estimated prior service (credit) for pension benefits that will be amortized from accumulated other comprehensive (income) loss into net periodic benefit (income) cost in 2017 are expected to be ($43) million and ($1) million for U.S. and non-U.S. pension plans. |
10.1* Deferred Compensation Plan for Non-Employee Directors of Honeywell International Inc., as amended and restated (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for quarter ended June 30, 2003), and amended by Exhibit 10.1 to Honeywell’s Form 8-K filed December 21, 2004 and Exhibit 10.2 to Honeywell’s Form 10-K for the year ended December 31, 2005 10.2* Honeywell International Inc. Incentive Compensation Plan for Executive Employees, as amended and restated (incorporated by reference to Exhibit 10.4 to Honeywell’s Form 10-K for the year ended December 31, 2013) 10.3* Supplemental Non-Qualified Savings Plan for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries, as amended and restated (incorporated by reference to Exhibit 10.6 to Honeywell’s Form 10-K for the year ended December 31, 2008), and amended by Exhibit 10.5 to Honeywell’s Form 10-K for the year ended December 31, 2010, Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended June 30, 2012, Exhibit 10.5 to Honeywell’s Form 10-K for the year ended December 31, 2013 and Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended June 30, 2015 10.4* Honeywell International Inc. |
Severance Plan for Corporate Staff Employees (Involuntary Termination Following a Change in Control), as amended and restated (incorporated by reference to Exhibit 10.12 to Honeywell’s Form 10-K for the year ended December 31, 2013) 10.10* Employment Agreement dated as of February 18, 2002 between Honeywell and David M. Cote (incorporated by reference to Exhibit 10.24 to Honeywell’s Form 8-K filed March 4, 2002), and amended by Exhibit 10.3 to Honeywell’s Form 10-Q for the quarter ended September 30, 2008, Exhibit 10.17 to Honeywell’s Form 10-K for the year ended December 31, 2008, and Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended March 31, 2013 10.11* Deferred Compensation Agreement dated August 4, 2006 between Honeywell and David M. Cote (incorporated by reference to Exhibit 10.22 to Honeywell’s Form 10-K for the year ended December 31, 2006) and amended by Exhibit 10.22 to Honeywell’s Form 10-K for the year ended December 31, 2009 10.12* Honeywell Supplemental Retirement Plan (incorporated by reference to Exhibit 10.24 to Honeywell’s Form 10-K for the year ended December 31, 2006) 10.13* Pittway Corporation Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.25 to Honeywell’s Form 10-K for the year ended December 31, 2006) and amended by Exhibit 10.25 to Honeywell’s Form 10-K for the year ended December 31, 2008, Exhibit 10.25 to Honeywell’s 10-K for the year ended December 31, 2009, and amended by Exhibit 10.16 to Honeywell’s Form 10-K for the year ended December 31, 2015 10.14* 2006 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates, as amended and restated (incorporated by reference to Exhibit 10.26 to Honeywell’s Form 10-K for the year ended December 31, 2008), and amended by Exhibit 10.1 to Honeywell’s 10-Q for the quarter ended March 31, 2011 10.15* 2006 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates-Form of Option Award Agreement (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for the quarter ended March 31, 2009) 10.16* 2006 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates-Form of Restricted Unit Agreement (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended March 31, 2009) 10.17* 2006 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates- Form of Performance Share Agreement (incorporated by reference to Exhibit 10.30 to Honeywell’s Form 10-K for the year ended December 31, 2006) 10.18* 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc., as amended and restated (incorporated by reference to Exhibit 10.31 to Honeywell’s Form 10-K for the year ended December 31, 2008), and amended by Exhibit 10.27 to Honeywell’s Form 10-K for the year ended December 31, 2011 and Exhibit 10.24 to Honeywell’s Form 10-K for the year ended December 31, Exhibit No. |
Description 10.19* 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc.-Form of Option Agreement (incorporated by reference to Exhibit 10.3 to Honeywell’s Form 10-Q for the quarter ended March 31, 2012) 10.20* 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc.-Form of Restricted Unit Agreement (incorporated by reference to Exhibit 10.4 to Honeywell’s Form 10-Q for the quarter ended March 31, 2012) 10.21* 2007 Honeywell Global Employee Stock Plan (incorporated by reference to Honeywell’s Proxy Statement, dated March 12, 2007, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934) 10.22* Letter Agreement dated July 20, 2007 between Honeywell and Roger Fradin (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended September 30, 2007) and amended by Exhibit 10.36 to Honeywell’s Form 10-K for the year ended December 31, 2009 10.23* Letter Agreement dated October 6, 2010 between Honeywell and Roger Fradin (incorporated by reference to Exhibit 10.34 to Honeywell’s Form 10-K for the year ended December 31, 2010) and amended by Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended September 30, 2012 10.24* Employee Non-Competition Agreement dated October 26, 2010 for Andreas Kramvis (incorporated by reference to Exhibit 10.35 to Honeywell’s Form 10-K for the year ended December 31, 2010) 10.25* 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates - Form of Restricted Unit Agreement, Form 2 (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for the quarter ended June 30, 2010) 10.26* 2006 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates-Form of Option Award Agreement, Form 2 (incorporated by reference to Exhibit 10.37 to Honeywell’s Form 10-K for the year ended December 31, 2010) 10.27* Letter Agreement dated September 3, 2009 between Honeywell and Timothy Mahoney (incorporated by reference to Exhibit 10.38 to Honeywell’s Form 10-K for the year ended December 31, 2010) 10.28* Form of Honeywell International Inc. Noncompete Agreement for Senior Executives (incorporated by reference to Exhibit 10.39 to Honeywell’s Form 10-K for the year ended December 31, 2010) 10.29* 2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (incorporated by reference to Honeywell’s Proxy Statement, dated March 10, 2011, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934), and amended by Exhibit 10.36 to Honeywell’s Form 10-K for the year ended December 31, 2012 and Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014 10.30* 2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates-Form of Restricted Unit Agreement (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 10.31* 2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates-Form of Restricted Unit Agreement, Form 2 (incorporated by reference to Exhibit 10.3 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 10.32* 2011 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates-Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.4 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) Exhibit No. |
Description 10.33* 2011 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates-Form of Stock Option Award Agreement, Form 2 (incorporated by reference to Exhibit 10.39 to Honeywell’s Form 10-K for the year ended December 31, 2014) 10.34* 2011 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates-Form of Growth Plan Agreement (incorporated by reference to Exhibit 10.5 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 10.35* Letter Agreement dated August 4, 2011 between Honeywell International Inc. and David M. Cote (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended September 30, 2011) 10.36* Letter Agreement dated April 7, 2014 between Honeywell International Inc. and Roger Fradin (incorporated by reference to Exhibit 10.8 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 10.37* Letter Agreement dated April 7, 2014 between Honeywell International Inc. and Andreas Kramvis (incorporated by reference to Exhibit 10.9 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 10.38* Letter Agreement dated April 7, 2014 between Honeywell International Inc. and Thomas A. Szlosek (incorporated by reference to Exhibit 10.10 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 10.39* CEO Retention Agreement, as approved by the Board of Directors of Honeywell International Inc. on October 31, 2014 and agreed to by David M. Cote on December 11, 2014 (incorporated by reference to Exhibit 99.2 to Honeywell’s Form 8-K filed December 12, 2014) 10.40* Chief Executive Officer Business Continuity Agreement as approved by the Board of Directors of Honeywell International Inc. on June 28, 2016 (incorporated by reference to Exhibit 99.1 to Honeywell’s Form 8-K filed June 28, 2016) 10.41* Letter Agreement dated February 24, 2012 between Honeywell and Darius Adamczyk (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended March 31, 2016) 10.42* Offer letter dated March 31, 2016 from Honeywell International Inc. to Darius Adamczyk (incorporated by reference to Exhibit 99.1 to Honeywell’s Form 8-K filed April 6, 2016) 10.43* Offer letter dated March 11, 2013 from Honeywell International Inc. to Krishna Mikkilineni (filed herewith) 10.44* 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (incorporated by reference to Honeywell’s Proxy Statement, dated March 10, 2016, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934) 10.45* 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates-Form of Restricted Unit Agreement (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended June 30, 2016) 10.46* 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates-Form of Restricted Unit Agreement, Form 2 (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for the quarter ended June 30, 2016) Exhibit No. |
Description 10.47* 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates-Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to Honeywell’s Form 10-Q for the quarter ended June 30, 2016) 10.48* 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates-Form of Growth Plan Agreement (incorporated by reference to Exhibit 10.4 to Honeywell’s Form 10-Q for the quarter ended June 30, 2016) 10.49* 2016 Stock Plan for Non-Employee Directors (incorporated by reference to Honeywell’s Proxy Statement, dated March 10, 2016, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934) 10.50* 2016 Stock Plan for Non-Employee Directors of Honeywell International Inc.-Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to Honeywell’s Form 10-Q for the quarter ended June 30, 2016) 10.51* 2016 Stock Plan for Non-Employee Directors of Honeywell International Inc.-Form of Restricted Unit Agreement (incorporated by reference to Exhibit 10.6 to Honeywell’s Form 10-Q for the quarter ended June 30, 2016) 10.52 Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 among Honeywell International Inc., the banks, financial institutions and other institutional lenders parties thereto, Citibank, N.A., as administrative agent, Citibank International Limited, as swing line agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association, as documentation agents, and Citigroup Global Markets Inc., and J.P. Morgan Securities LLC, as joint lead arrangers and co-book managers (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 8-K filed July 10, 2015) 10.53 Amendment No. |
Our 2016 areas of focus are supported by the Honeywell Enablers, including HOS Gold, are generally applicable to each of our operating segments and include: • Driving profitable growth through R&D, technological excellence and optimized manufacturing capability to deliver innovative products that customers value; • Expanding margins by maintaining and improving the Company’s cost structure through manufacturing and administrative process improvements, repositioning, and other actions, which will drive productivity and enhance the flexibility of the business as it works to proactively respond to changes in end market demand; • Driving strong cash flow conversion through effective working capital management which will enable the Company to deploy capital for strategic acquisitions, capital expenditures and returning cash to shareholders; • Driving organic growth through expansion of our localized footprint in high growth regions, including China, India, Eastern Europe, the Middle East and Latin America; • Executing disciplined, rigorous M&A and integration processes to deliver inorganic growth through previously announced acquisitions while also identifying appropriate acquisitions to further deploy our capital effectively; • Aligning and prioritizing capital expenditures for long-term growth, while considering short-term demand volatility; • Actively monitoring trends in the oil and gas industry end markets, principally the demand from midstream and downstream customers for products and services provided by Process Solutions and UOP; • Monitoring both suppliers and customers for signs of liquidity constraints, limiting exposure to any resultjing inability to meet delivery commitments or pay amounts due, and identifying alternate sources of supply as necessary; • Proactively managing raw material costs through formula and long-term supply agreements and hedging activities, where feasible and prudent; and • Controlling corporate and other non-operating costs, including costs incurred for asbestos and environmental matters, pension and other post-retirement expenses and tax expense. |
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 * * David M. Cote Chairman of the Board, Chief Executive Officer and Director Judd Gregg Director * * William S. Ayer Director Clive Hollick Director * * Gordon M. Bethune Director Grace D. Lieblein Director * * Kevin Burke Director George Paz Director * * Jaime Chico Pardo Director Bradley T. Sheares, Ph.D. Director * * D. Scott Davis Director Robin L. Washington Director * Linnet F. Deily Director /s/ Thomas A. Szlosek /s/ Adam M. Matteo Thomas A. Szlosek Senior Vice President and Chief Financial Officer (Principal Financial Officer) Adam M. Matteo Vice President and Controller (Principal Accounting Officer) *By: /s/ Thomas A. Szlosek (Thomas A. Szlosek Attorney-in-fact) February 12, 2016 EXHIBIT INDEX The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements. |
These areas of focus are generally applicable to each of our operating segments and include: • Driving profitable growth through R&D, technological excellence and optimized manufacturing capability to deliver innovative products that customers value; • Expanding margins by maintaining and improving the Company’s cost structure through manufacturing and administrative process improvements, repositioning, and other actions, which will drive productivity and enhance the flexibility of the business as it works to proactively respond to changes in end market demand; • Proactively managing raw material costs through formula and long-term supply agreements and hedging activities, where feasible and prudent; • Driving strong cash flow conversion through effective working capital management which will enable the Company to undertake strategic actions to benefit the business including capital expenditures, strategic acquisitions, and returning cash to shareholders; • Driving organic growth through expansion of our localized footprint in high growth regions, including China, India, Eastern Europe, the Middle East and Latin America; • Driving inorganic growth through the identification of appropriate acquisition targets and deployment of our disciplined, rigorous M&A and integration processes; • Aligning and prioritizing capital expenditures for long-term growth, while considering short-term demand volatility; • Monitoring both suppliers and customers for signs of liquidity constraints, limiting exposure to any resulting inability to meet delivery commitments or pay amounts due, and identifying alternate sources of supply as necessary; and • Controlling Corporate and other non-operating costs, including costs incurred for asbestos and environmental matters, pension and other post-retirement expenses and tax expense. |
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 * * David M. Cote Chairman of the Board, Chief Executive Officer and Director Judd Gregg Director * * William S. Ayer Director Clive Hollick Director * * Gordon M. Bethune Director Grace D. Lieblein Director * * Kevin Burke Director George Paz Director * * Jaime Chico Pardo Director Bradley T. Sheares, Ph.D. Director * * D. Scott Davis Director Robin L. Washington Director * Linnet F. Deily Director /s/ Thomas A. Szlosek /s/ Adam M. Matteo Thomas A. Szlosek Senior Vice President and Chief Financial Officer (Principal Financial Officer) Adam M. Matteo Vice President and Controller (Principal Accounting Officer) *By: /s/ Thomas A. Szlosek (Thomas A. Szlosek Attorney-in-fact) February 13, 2015 EXHIBIT INDEX The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements. |
Auxiliary power units (APUs) Major Products/Services Major Customers/Uses Key Competitors Airborne auxiliary power units Jet fuel starters Secondary power systems Ground power units Repair, overhaul and spare parts Commercial, regional, business and military aircraft Ground power United Technologies Environmental control systems Major Products/Services Major Customers/Uses Key Competitors Air management systems: Air conditioning Bleed air Cabin pressure control Air purification and treatment Gas Processing Heat Exchangers Repair, overhaul and spare parts Commercial, regional and general aviation aircraft Military aircraft Ground vehicles Spacecraft Auxilec Barber Colman Dukes Eaton-Vickers General Electric Liebherr Pacific Scientific TAT United Technologies Electric power systems Major Products/Services Major Customers/Uses Key Competitors Generators Power distribution & control Power conditioning Repair, overhaul and spare parts Commercial, regional, business and military aircraft Commercial and military helicopters Military vehicles General Electric Safran United Technologies Engine systems accessories Major Products/Services Major Customers/Uses Key Competitors Electronic and hydromechanical fuel controls Engine start systems Electronic engine controls Sensors Valves Electric and pneumatic power generation systems Thrust reverser actuation, pneumatic and electric Commercial, regional and general aviation aircraft Military aircraft BAE Controls Parker Hannifin United Technologies Avionics, displays, flight guidance and flight management systems Major Products/Services Major Customers/Uses Key Competitors Flight data and cockpit voice recorders Integrated avionics systems Commercial, business and general aviation aircraft Government aviation BAE Boeing/Jeppesen Garmin Avionics, displays, flight guidance and flight management systems Major Products/Services Major Customers/Uses Key Competitors Flight management systems Cockpit display systems Data management and aircraft performance monitoring systems Aircraft information systems Network file servers Wireless network transceivers Weather information network Navigation database information Cabin management systems Vibration detection and monitoring Mission management systems Tactical data management systems Maintenance and health monitoring systems Flight control and autopilot systems Military aircraft General Electric Kaiser L3 Lockheed Martin Lufthansa Technik Northrop Grumman Rockwell Collins Thales Trimble/Terra United Technologies Universal Avionics Universal Weather Radios, radar, navigation communication, datalink safety systems Major Products/Services Major Customers/Uses Key Competitors Flight safety systems: Enhanced Ground Proximity Warning Systems (EGPWS) Traffic Alert and Collision Avoidance Systems (TCAS) Windshear detection systems Weather radar Communication, navigation and surveillance systems: Navigation and guidance systems Global positioning systems Satellite systems Commercial, business and general aviation aircraft Government aviation Military aircraft BAE Boeing/Jeppesen Garmin General Electric Kaiser L3 Lockheed Martin Northrop Grumman Rockwell Collins Thales Trimble/Terra United Technologies Universal Avionics Universal Weather Aircraft lighting Major Products/Services Major Customers/Uses Key Competitors Interior and exterior aircraft lighting Commercial, regional, business, helicopter and military aviation aircraft (operators, OEMs, parts distributors and MRO service providers) Hella/United Technologies LSI Luminator Whelen Inertial sensor Major Products/Services Major Customers/Uses Key Competitors Inertial sensor systems for guidance, stabilization, navigation and control Gyroscopes, accelerometers, inertial measurement units and thermal switches Attitude and heading reference systems Military and commercial vehicles and aircraft Commercial spacecraft and launch vehicles Transportation Powered, guided munitions Munitions Advanced drilling support Astronautics Kearfott BAE GEC General Electric L3 KVH Northrop Grumman Rockwell United Technologies Thales Sagem Control products Major Products/Services Major Customers/Uses Key Competitors Radar altimeters Pressure products Air data products Thermal switches Magnetic sensors Military aircraft Powered, guided munitions, UAVs Commercial applications Commercial, regional, business aircraft BAE Northrop Grumman Rockwell Collins Rosemount United Technologies Space products and subsystems Major Products/Services Major Customers/Uses Key Competitors Guidance subsystems Control subsystems Processing subsystems Radiation hardened electronics and integrated circuits GPS-based range safety systems Gyroscopes Commercial and military spacecraft DoD FAA NASA BAE Ball Ithaco L3 Lockheed Martin Northrop Grumman Raytheon Management and technical services Major Products/Services Major Customers/Uses Key Competitors Maintenance/operation and provision of space systems, services and facilities Systems engineering and integration Information technology services Logistics and sustainment NASA DoD FAA DoE Local governments Commercial space ground segment systems and services Bechtel Boeing Computer Sciences Dyncorp Exelis Lockheed Martin Raytheon SAIC The Washington Group United Space Alliance Landing systems Major Products/Services Major Customers/Uses Key Competitors Wheels and brakes Wheel and brake repair and overhaul services Commercial airline, regional, business and military aircraft USAF, DoD, DoE Boeing, Airbus, Lockheed Martin Meggitt Messier-Bugatti United Technologies Automation and Control Solutions Our Automation and Control Solutions segment is a leading global provider of environmental and combustion controls, sensing controls, security and life safety products and services, scanning and mobility devices and process automation and building solutions and services for homes, buildings and industrial facilities. |
Environmental and combustion controls; sensing controls Major Products/Services Major Customers/Uses Key Competitors Heating, ventilating and air conditioning controls and components for homes and buildings Original equipment manufacturers (OEMs) Distributors Contractors Amphenol Bosch Cherry Danfoss Environmental and combustion controls; sensing controls Major Products/Services Major Customers/Uses Key Competitors Indoor air quality products including zoning, air cleaners, humidification, heat and energy recovery ventilators Controls plus integrated electronic systems for burners, boilers and furnaces Consumer household products including humidifiers and thermostats Electrical devices and switches Water controls Sensors, measurement, control and industrial components Energy demand/response management products and services Retailers System integrators Commercial customers and homeowners served by the distributor, wholesaler, contractor retail and utility channels Package and materials handling operations Appliance manufacturers Transportation companies Aviation companies Food and beverage processors Medical equipment Heat treat processors Computer and business equipment manufacturers Eaton Emerson Endress & Hauser Freescale Semiconductor Holmes Invensys Johnson Controls Omron Schneider Siemens United Technologies Yamatake Measurement Specialties Security and life safety products and services Major Products/Services Major Customers/Uses Key Competitors Security products and home control systems Fire products and systems Connected home solutions Access controls and closed circuit television Home health monitoring and nurse contractor, retail and utility call systems Gas and radiation detection products and systems Emergency lighting Distribution Personal protection equipment OEMs Retailers Distributors Commercial customers and homeowners served by the distributor, wholesaler, channels Health care organizations Security monitoring service providers Industrial, fire service, utility distributors, data centers and telecommunication companies and U.S. Government Alarm.com AT&T Axis Communications Bosch Comcast Draeger Hikvision Hubbell Inc Mine Safety Appliances Schneider Phillips Riken Keiki Siemens Tyco Tri Ed/Northern Video Distribution United Technologies 2Gig/Nortek 3M Scanning and mobility Major Products/Services Major Customers/Uses Key Competitors Hand held and hands free image and laser based bar code scanners Scan engines Rugged mobile and wireless computers for use in hand held and vehicle mount applications Voice Solutions Industrial, desktop and mobile printers and printer media RFID tags, readers and hardware solutions After-market and mobility managed services OEMs Retailers Distributors Governmental agencies Commercial customers served by the transportation and logistics, manufacturing, healthcare and retail, warehousing and ports industries Bluebird Soft Code Corporation Datalogic Iridium Vars Lucas Motorola Solutions Skywave Tsi Voxware Zebra Scanning and mobility Major Products/Services Major Customers/Uses Key Competitors Satellite tracking hardware, airtime services and applications Security, logistics, maritime customers for: the tracking of vehicles, containers, ships, and personnel in remote environments Search & Rescue ground stations system software National organizations that monitor distress signals from aircraft, ships and individuals typically military branches and coast guards Process automation products and solutions Major Products/Services Major Customers/Uses Key Competitors Advanced control software and industrial automation systems for control and monitoring of continuous, batch and hybrid operations Production management software Communications systems for Industrial Control equipment and systems Consulting, networking engineering and installation Terminal automation solutions Process control instrumentation Field instrumentation Analytical instrumentation Recorders and controllers Critical environment control solutions and services Aftermarket maintenance, repair and upgrade Gas control, measurement and analyzing equipment Refining and petrochemical companies Chemical manufacturers Oil and gas producers Food and beverage processors Pharmaceutical companies Utilities Film and coated producers Pulp and paper industry Continuous web producers in the paper, plastics, metals, rubber, non-wovens and printing industries Mining and mineral industries ABB AspenTech Emerson Invensys Siemens Yokogawa Building solutions and services Major Products/Services Major Customers/Uses Key Competitors HVAC and building control solutions and services Energy management solutions and services, including demand response and automation Security and asset management solutions and services Enterprise building integration solutions Building information services Airport lighting and systems, visual docking guidance systems Building managers and owners Contractors, architects and developers Consulting engineers Security directors Plant managers Utilities Large global corporations Public school systems Universities Local governments Public housing agencies Airports Ameresco Chevron Invensys Johnson Controls Local contractors and utilities Safegate Schneider Siemens Trane Thorn United Technologies Performance Materials and Technologies Our Performance Materials and Technologies segment is a global leader in providing customers with leading technologies and high-performance materials, including hydrocarbon processing technologies, catalysts, adsorbents, equipment and services, fluorine products, specialty films and additives, advanced fibers and composites, intermediates, specialty chemicals, electronic materials and chemicals. |
Resins & chemicals Major Products/Services Major Customers/Uses Key Competitors Nylon 6 polymer Caprolactam Ammonium sulfate Phenol Acetone Cyclohexanone MEKO Nylon for carpet fibers, engineered resins and flexible packaging Fertilizer Resins - Phenolic, Epoxy, Polycarbonate Solvents Chemical intermediates Paints, Coatings, Laquers BASF DSM INEOS Mitsui Polimeri Sinopec UBE Shell Hydrofluoric acid (HF) Major Products/Services Major Customers/Uses Key Competitors Anhydrous and aqueous hydrofluoric acid Fluorochemicals Metals processing Oil refining Chemical intermediates Semiconductors Photovoltaics Mexichem Fluor Solvay Fluorochemicals Major Products/Services Major Customers/Uses Key Competitors Refrigerants, aerosol and insulation foam blowing agents Solstice® refrigerants, blowing agents, aersols and solvents Oxyfume sterilant gases Enovate 3000 blowing agent for refrigeration insulation Refrigeration Stationary air conditioning Automotive air conditioning Polyurethane foam Precision cleaning Optical Appliances Hospitals Medical equipment Manufacturers Asahi Arkema Daikin Dupont Mexichem Fluor Sinochem Solvay 3M Research and fine chemicals Major Products/Services Major Customers/Uses Key Competitors Oxime-based fine chemicals Fluoroaromatics High-purity solvents Agrichemicals Biotech Avecia Degussa DSM E. Merck Lonza Thermo Fisher Scientific Sigma-Aldrich Performance chemicals, Imaging chemicals, Chemical processing sealants Major Products/Services Major Customers/Uses Key Competitors HF derivatives Fluoroaromatics Catalysts Diverse by product type Atotech BASF DSM Advanced fibers & composites Major Products/Services Major Customers/Uses Key Competitors High modulus polyethylene fiber and shield composites Aramid shield composites Bullet resistant vests, helmets and other armor applications Cut-resistant gloves Rope & cordage DuPont DSM Teijin Healthcare and packaging Major Products/Services Major Customers/Uses Key Competitors Cast nylon film Bi-axially oriented nylon film Fluoropolymer film Food and pharmaceutical packaging American Biaxis CFP Daikin Kolon Unitika Specialty additives Major Products/Services Major Customers/Uses Key Competitors Polyethylene waxes Paraffin waxes and blends PVC lubricant systems Processing aids Luminescent pigments Adhesives Coatings and inks PVC pipe, siding & profiles Plastics Reflective coatings Safety & security applications BASF Clariant Westlake Semiconductor materials and services Major Products/Services Major Customers/Uses Key Competitors Interconnect-dielectrics Interconnect-metals Semiconductor packaging materials Advanced polymers Anti-reflective coatings Thermo-couples Semiconductors Microelectronics Telecommunications BASF Brewer Dow Nikko Praxair Shinko Tosoh Catalysts, adsorbents and specialties Major Products/Services Major Customers/Uses Key Competitors Catalysts Molecular sieves Adsorbents Aluminas Customer catalyst manufacturing Petroleum, refining, petrochemical industry, gas processing industry and home, automotive, steel and medical manufacturing industries Axens Albemarle Chevron Exxon-MobilHaldor Topsoe Johnson Matthey Shell/Criterion Sinopec SK WR Grace Process technology and equipment Major Products/Services Major Customers/Uses Key Competitors Technology licensing and engineering design of process units and systems Engineered products Proprietary equipment Training and development of technical personnel Petroleum refining, petrochemical Axens Chevron Lummus Global Chicago Bridge & Iron Exxon-Mobil Koch Glitsch Linde AG Natco Technip Sinopec Shell/SGS Renewable fuels and chemicals Major Products/Services Major Customers/Uses Key Competitors Technology licensing of Process, catalysts, absorbents, Refining equipment and services for producing renewable-based fuels and chemicals Military, refining, fuel oil, power production Dynamotive Haldor Topsoe Kior Lurgi Neste Oy Syntroleum Gas processing and hydrogen Major Products/Services Major Customers/Uses Key Competitors Design, engineer, manufacture and install natural gas processing hydrogen separation plants Gas processing and hydrogen separation Cameron General Electric Exterran Linde AG Lurgi Optimized Process Design Proquip PWA-Prosep Transportation Systems Our Transportation Systems segment is one of the leading manufacturers of engine boosting systems for passenger cars and commercial vehicles, as well as a leading provider of braking products. |
Charge-air systems Major Products/Services Major Customers/Uses Key Competitors Turbochargers for gasoline, diesel, CNG, LPG Passenger car, truck and off-highway OEMs Engine manufacturers Aftermarket distributors and dealers Borg-Warner Cummins Holset IHI MHI Bosch Mahle Continental Thermal systems Major Products/Services Major Customers/Uses Key Competitors Exhaust gas coolers Charge-air coolers Aluminum radiators Aluminum cooling modules Passenger car, truck and off-highway OEMs Engine manufacturers Aftermarket distributors and dealers Behr Modine Valeo Brake hard parts and other friction materials Major Products/Services Major Customers/Uses Key Competitors Disc brake pads and shoes Drum brake linings Brake blocks Disc and drum brake components Brake hydraulic components Brake fluid Aircraft brake linings Railway linings Automotive and heavy vehicle OEMs, OES, brake manufacturers and aftermarket channels Installers Railway and commercial/military aircraft OEMs and brake manufacturers Akebono Continental Federal-Mogul ITT Corp JBI Nisshinbo TRW Aerospace Sales Our sales to aerospace customers were 31, 32, and 31 percent of our total sales in 2013, 2012 and 2011, respectively. |
Our principal plants, which are owned in fee unless otherwise indicated, are as follows: Aerospace Anniston, AL (leased) Glendale, AZ (leased) Phoenix, AZ (partially leased) Tempe, AZ Tucson, AZ Torrance, CA Clearwater, FL Olathe, KS Minneapolis, MN (partially leased) Plymouth, MN Rocky Mount, NC Albuquerque, NM (partially leased) Urbana, OH Greer, SC Toronto, Canada Olomouc, Czech Republic (leased) Penang, Malaysia Chihuahua, Mexico Singapore Yeovil, UK (leased) South Bend, IN Automation and Control Solutions San Diego, CA (leased) Northford, CT Freeport, IL St. Charles, IL (leased) Golden Valley, MN York, PA (leased) Murfreesboro, TN (leased) Pleasant Prairie, WI (leased) Shenzhen, China (leased) Suzhou, China Tianjin, China (leased) Brno, Czech Republic (leased) Mosbach, Germany Neuss, Germany Schonaich, Germany (leased) Pune, India (partially leased) Chihuahua, Mexico (partially leased) Juarez, Mexico (partially leased) Tijuana, Mexico (leased) Emmen, Netherlands Newhouse, Scotland Performance Materials and Technologies Mobile, AL (partially leased) Des Plaines, IL Metropolis, IL Baton Rouge, LA Geismar, LA Shreveport, LA Frankford, PA Pottsville, PA Orange, TX Chesterfield, VA Colonial Heights, VA Hopewell, VA Spokane, WA (partially leased) Seelze, Germany Tulsa, OK Danville, IL Transportation Systems Shanghai, China Glinde, Germany Atessa, Italy Kodama, Japan Ansan, Korea (leased) Mexicali, Mexico (partially leased) Bucharest, Romania Pune, India Item 3. |
Gross margin percentage increased by 2.5 percentage points in 2013 compared with 2012 principally due to lower pension expense (approximately 2.0 percentage point impact primarily driven by the decrease in the pension mark-to-market adjustment allocated to cost of products and services sold), higher segment gross margin in all of our business segments (approximately 0.5 percentage point impact collectively) and lower other postretirement expense (0.1 percentage point impact) partially offset by higher repositioning and other charges (approximately 0.4 percentage point impact) Cost of products and services sold decreased by $265 million or 1 percent in 2012 compared with 2011, principally due to a decrease in pension expense of approximately $800 million (primarily driven by the decrease in the pension mark-to-market adjustment allocated to cost of products and services sold of $780 million) and a decrease in repositioning and other charges of approximately $220 million, partially offset by an estimated increase in direct material costs of approximately $620 million driven substantially by a 3 percent increase in sales as a result of the factors (excluding price) shown above and discussed in the Review of Business Segments section of this MD&A and an increase in other postretirement expense of approximately $135 million due to the absence of 2011 curtailment gains. |
These areas of focus are generally applicable to each of our operating segments and include: • Driving profitable growth through R&D, technological excellence and optimized manufacturing capability to deliver innovative products that customers value; • Expanding margins by maintaining and improving the Company’s cost structure through manufacturing and administrative process improvements, repositioning, and other actions, which will drive productivity and enhance the flexibility of the business as it works to proactively respond to changes in end market demand; • Proactively managing raw material costs through formula and long-term supply agreements and hedging activities, where feasible and prudent; • Driving strong cash flow conversion through effective working capital management which will enable the Company to undertake strategic actions to benefit the business including capital expenditures, strategic acquisitions, and returning cash to shareholders; • Increasing our sales penetration and expanding our localized footprint in high growth regions, including China, India, Eastern Europe, the Middle East and Latin America; • Aligning and prioritizing investments for long-term growth, while considering short-term demand volatility; • Monitoring both suppliers and customers for signs of liquidity constraints, limiting exposure to any resulting inability to meet delivery commitments or pay amounts due, and identifying alternate sources of supply as necessary; and • Controlling Corporate and other non-operating costs, including costs incurred for asbestos and environmental matters, pension and other post-retirement expenses and tax expense. |
HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) (1) Included in Other Assets on Consolidated Balance Sheet (2) Included in Other Liabilities - Non-Current on Consolidated Balance Sheet HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) Amounts recognized in Accumulated Other Comprehensive (Income) Loss associated with our significant pension and other postretirement benefit plans at December 31, 2013 and 2012 are as follows: HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) The components of net periodic benefit cost and other amounts recognized in other comprehensive (income) loss for our significant plans for the years ended December 31, 2013, 2012, and 2011 include the following components: The estimated prior service cost (credit) for pension benefits that will be amortized from accumulated other comprehensive (income) loss into net periodic benefit cost in 2014 are expected to be $23 million and $(2) million for U.S. and Non-U.S. benefit plans, respectively. |
• Automation and Control Solutions includes Energy, Safety & Security (controls for heating, cooling, indoor air quality, ventilation, humidification, lighting and home automation; advanced software applications for home/building control and optimization; sensors, switches, control systems and instruments for measuring pressure, air flow, temperature and electrical current; security, fire and gas detection and monitoring; radiation detection; personal protection equipment; access control; video surveillance equipment; remote patient monitoring systems; automatic identification and data collection; and voice solutions); Process Solutions (provides a full range of automation and control solutions for industrial plants, offering advanced software and automation systems that integrate, control and monitor complex processes in many types of industrial settings as well as equipment that controls, measures and analyzes natural gas production and transportation); and Building Solutions & Distribution (installs, distributes, maintains and upgrades systems that keep buildings safe, comfortable and productive). |
EQUITY COMPENSATION PLANS As of December 31, 2013 information about our equity compensation plans is as follows: (1) Equity compensation plans approved by shareowners awards under which are included in column (a) of the table are the 2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the “2011 Stock Incentive Plan”), the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the “2006 Stock Incentive Plan”), and the 2003 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (the “2003 Stock Incentive Plan”) (30,284,081 shares of Common Stock to be issued for options with a weighted average term of 6.43 years; 18,000 shares to be issued for stock appreciation rights (“SARs”); 6,665,554 RSUs subject to continued employment; and 1,805,848 deferred RSUs of earned and vested awards where delivery of shares has been deferred); and the 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc. (the “2006 Non-Employee Director Plan”) and the 1994 Stock Plan for Non-Employee Directors of Honeywell International Inc. (the “1994 Non-Employee Director Plan”) (354,356 shares of Common Stock to be issued for options; and 23,277 RSUs subject to continued services). |
Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Auxiliary power units (APUs) Airborne auxiliary power units Jet fuel starters Secondary power systems Ground power units Repair, overhaul and spare parts Commercial, regional, business and military aircraft Ground power United Technologies Environmental control systems Air management systems: Air conditioning Bleed air Cabin pressure control Air purification and treatment Gas Processing Heat Exchangers Repair, overhaul and spare parts Commercial, regional and general aviation aircraft Military aircraft Ground vehicles Spacecraft Auxilec Barber Colman Dukes Eaton-Vickers General Electric Liebherr Pacific Scientific Parker Hannifin TAT United Technologies Electric power systems Generators Power distribution & control Power conditioning Repair, overhaul and spare parts Commercial, regional, business and military aircraft Commercial and military helicopters Military vehicles General Electric Safran United Technologies Engine systems accessories Electronic and hydromechanical fuel controls Engine start systems Electronic engine controls Sensors Valves Electric and pneumatic power generation systems Thrust reverser actuation, pneumatic and electric Commercial, regional and general aviation aircraft Military aircraft BAE Controls Parker Hannifin United Technologies Avionics, displays, flight guidance and flight management systems Flight data and cockpit voice recorders Integrated avionics systems Flight management systems Cockpit display systems Data management and aircraft performance monitoring systems Aircraft information systems Network file servers Wireless network transceivers Weather information network Navigation database information Cabin management systems Vibration detection and monitoring Mission management systems Tactical data management systems Maintenance and health monitoring systems Flight control and autopilot systems Commercial, business and general aviation aircraft Government aviation Military aircraft BAE Boeing/Jeppesen Garmin General Electric Kaiser L3 Lockheed Martin Northrop Grumman Rockwell Collins Thales Trimble/Terra United Technologies Universal Avionics Universal Weather Radios, radar, navigation communication, datalink safety systems Flight safety systems: Enhanced Ground Proximity Warning Systems (EGPWS) Traffic Alert and Collision Avoidance Systems (TCAS) Windshear detection systems Weather radar Communication, navigation and surveillance systems: Navigation and guidance systems Global positioning systems Satellite systems Commercial, business and general aviation aircraft Government aviation Military aircraft BAE Boeing/Jeppesen Garmin General Electric Kaiser L3 Lockheed Martin Northrop Grumman Rockwell Collins Thales Trimble/Terra United Technologies Universal Avionics Universal Weather Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Aircraft lighting Interior and exterior aircraft lighting Commercial, regional, business, helicopter and military aviation aircraft (operators, OEMs, parts distributors and MRO service providers) Hella/United Technologies LSI Luminator Whelen Inertial sensor Inertial sensor systems for guidance, stabilization, navigation and control Gyroscopes, accelerometers, inertial measurement units and thermal switches Attitude and heading reference systems Military and commercial vehicles Commercial spacecraft and launch vehicles Transportation Powered, guided munitions Munitions Astronautics Kearfott BAE GEC General Electric L3 KVH Northrop Grumman Rockwell United Technologies Control products Radar altimeters Pressure products Air data products Thermal switches Magnetic sensors Military aircraft Powered, guided munitions, UAVs Commercial applications Commercial, regional, business aircraft BAE Northrop Grumman Rockwell Collins Rosemount United Technologies Space products and subsystems Guidance subsystems Control subsystems Processing subsystems Radiation hardened electronics and integrated circuits GPS-based range safety systems Gyroscopes Commercial and military spacecraft DoD FAA NASA BAE Ithaco L3 Northrop Grumman Raytheon Management and technical services Maintenance/operation and provision of space systems, services and facilities Systems engineering and integration Information technology services Logistics and sustainment U.S. government space (NASA) DoD (logistics and information services) FAA DoE Local governments Commercial space ground segment systems and services Bechtel Boeing Computer Sciences Dyncorp Exelis Lockheed Martin Raytheon SAIC The Washington Group United Space Alliance Landing systems Wheels and brakes Wheel and brake repair and overhaul services Commercial airline, regional, business and military aircraft USAF, DoD, DoE Boeing, Airbus, Lockheed Martin Meggitt Messier-Bugatti United Technologies Automation and Control Solutions Our Automation and Control Solutions segment is a leading global provider of environmental and combustion controls, sensing controls, security and life safety products and services, scanning and mobility devices and process automation and building solutions and services for homes, buildings and industrial facilities. |
Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Environmental and combustion controls; sensing controls Heating, ventilating and air conditioning controls and components for homes and buildings Indoor air quality products including zoning, air cleaners, humidification, heat and energy recovery ventilators Controls plus integrated electronic systems for burners, boilers and furnaces Consumer household products including humidifiers and thermostats Electrical devices and switches Water controls Sensors, measurement, control and industrial components Energy demand/ response management products and services Original equipment manufacturers (OEMs) Distributors Contractors Retailers System integrators Commercial customers and homeowners served by the distributor, wholesaler, contractor, retail and utility channels Package and materials handling operations Appliance manufacturers Transportation companies Aviation companies Food and beverage processors Medical equipment Heat treat processors Computer and business equipment manufacturers Bosch Cherry Danfoss Eaton Emerson Endress & Hauser Freescale Semiconductor GE Holmes Invensys Johnson Controls Omron Schneider Siemens United Technologies Yamatake Measurement Specialties Security and life safety products and services Security products and home control systems Fire products and systems Access controls and closed circuit television Home health monitoring and nurse call systems Gas detection products and systems Emergency lighting Distribution Personal protection equipment OEMs Retailers Distributors Commercial customers and homeowners served by the the distributor, wholesaler, contractor, retail and utility channels Health care organizations Security monitoring service providers Industrial, fire service, utility distributors, data centers and telecommunication companies and U.S. Government Axis Communications Bosch Draeger Hikvision Hubbell Inc Mine Safety Appliances Schneider Phillips Riken Keiki Siemens Tyco Tri Ed/Northern Video Distribution United Technologies 3M Scanning and mobility Hand held and hands free image and laser based bar code scanners Scan engines Rugged mobile and wireless computers for use in hand held and vehicle mount applications Satellite tracking hardware, airtime services and applications Search & Rescue ground stations and system software OEMs Retailers Distributors Commercial customers served by the transportation and and logistics, manufacturing, healthcare and retail, warehousing and ports industries Security, logistics, maritime customers for: the tracking of vehicles, containers, ships, and personnel in remote environments National organizations that monitor distress signals from aircraft, ships and individuals, typically military branches and coast guards Bluebird Soft Code Corporation Datalogic Intermec, Inc. Iridium Vars Lucas Motorola Solutions Skywave Tsi Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Process automation products and solutions Advanced control software and industrial automation systems for control and monitoring of continuous, batch and hybrid operations Production management software Communications systems for Industrial Control equipment and systems Consulting, networking engineering and installation Terminal automation solutions Process control instrumentation Field instrumentation Analytical instrumentation Recorders and controllers Critical environment control solutions and services Aftermarket maintenance, repair and upgrade Gas control, measurement and analyzing equipment Refining and petrochemical companies Chemical manufacturers Oil and gas producers Food and beverage processors Pharmaceutical companies Utilities Film and coated producers Pulp and paper industry Continuous web producers in the paper, plastics, metals, rubber, non-wovens and printing industries Mining and mineral industries ABB AspenTech Emerson Invensys Siemens Yokogawa Building solutions and services HVAC and building control solutions and services Energy management solutions and services, including demand response and automation Security and asset management solutions and services Enterprise building integration solutions Building information services Airport lighting and systems, visual docking guidance systems Building managers and owners Contractors, architects and developers Consulting engineers Security directors Plant managers Utilities Large global corporations Public school systems Universities Local governments Public housing agencies Airports Ameresco Chevron GroupMac Ingersoll Rand Invensys Johnson Controls Local contractors and utilities Safegate Schneider Siemens Trane Thorn United Technologies Performance Materials and Technologies Our Performance Materials and Technologies segment is a global leader in providing customers with leading technologies and high-performance materials, including hydrocarbon processing technologies, catalysts, adsorbents, equipment and services, fluorine products, specialty films and additives, advanced fibers and composites, intermediates, specialty chemicals, electronic materials and chemicals. |
Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Resins & chemicals Nylon 6 polymer Caprolactam Ammonium sulfate Phenol Acetone Cyclohexanone MEKO Nylon for carpet fibers, engineered resins and flexible packaging Fertilizer Resins - Phenolic, Epoxy, Polycarbonate Solvents Chemical intermediates Paints, Coatings, Laquers BASF DSM INEOS Mitsui Polimeri Sinopec UBE Shell Hydrofluoric acid (HF) Anhydrous and aqueous hydrofluoric acid Fluorocarbons Metals processing Oil refining Chemical intermediates Semiconductors Photovoltaics Mexichem Fluor Solvay Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Fluorochemicals Refrigerants, aerosol and insulation foam blowing agents Solsticeä refrigerants, blowing agents, aersols and solvents Oxyfume sterilant gases Enovate 3000 blowing agent for refrigeration insulation Refrigeration Stationary air conditioning Automotive air conditioning Polyurethane foam Precision cleaning Optical Appliances Hospitals Medical equipment Manufacturers Asahi Arkema Daikin Dupont Mexichem Fluor Sinochem Solvay 3M Nuclear services UF6 conversion services Nuclear fuel Electric utilities Cameco Comurhex Rosatom Research and fine chemicals Oxime-based fine chemicals Fluoroaromatics High-purity solvents Agrichemicals Biotech Avecia Degussa DSM E. Merck Lonza Thermo Fisher Scientific Sigma-Aldrich Performance chemicals Imaging chemicals Chemical processing sealants HF derivatives Fluoroaromatics Catalysts Diverse by product type Atotech BASF DSM Advanced fibers & composites High modulus polyethylene fiber and shield composites Aramid shield composites Bullet resistant vests, helmets and other armor applications Cut-resistant gloves Rope & cordage DuPont DSM Teijin Healthcare and packaging Cast nylon film Bi-axially oriented nylon film Fluoropolymer film Food and pharmaceutical packaging American Biaxis CFP Daikin Kolon Unitika Specialty additives Polyethylene waxes Paraffin waxes and blends PVC lubricant systems Processing aids Luminescent pigments Adhesives Coatings and inks PVC pipe, siding & profiles Plastics Reflective coatings Safety & security applications BASF Clariant Westlake Electronic chemicals Ultra high-purity HF Inorganic acids Hi-purity solvents Semiconductors Photovoltaics BASF KMG Semiconductor materials and services Interconnect-dielectrics Interconnect-metals Semiconductor packaging materials Advanced polymers Anti-reflective coatings Thermo-couples Semiconductors Microelectronics Telecommunications LED Photovoltaics BASF Brewer Dow Nikko Praxair Shinko Tosoh Catalysts, adsorbents and specialties Catalysts Molecular sieves Adsorbents Aluminas Customer catalyst manufacturing Petroleum, refining, petrochemical industry, gas processing industry and home, automotive, steel, and medical manufacturing industries Axens Albemarle Chevron Exxon-Mobil Haldor Topsoe Johnson Mathey Shell/Criterion Sinopec SK WR Grace Process technology and equipment Technology licensing and engineering design of process units and systems Engineered products Proprietary equipment Training and development of technical personnel Petroleum refining, petrochemical Axens Chevron Lummus Global Chicago Bridge & Iron Exxon-Mobil Koch Glitsch Linde AG Natco Technip Sinopec Shell/SGS Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Renewable fuels and chemicals Technology licensing of Process, catalysts, absorbents, Refining equipment and services for producing renewable-based fuels and chemicals Military, refining, fuel oil, power production Dynamotive Haldor Topsoe Kior Lurgi Neste Oy Syntroleum Gas processing and hydrogen Design, engineer, manufacture and install natural gas processing and hydrogen separation plants Gas processing and hydrogen separation Cameron Exterran Linde AG Lurgi Optimized Process Design Proquip Prosep Transportation Systems Our Transportation Systems segment is one of the leading manufacturers of engine boosting systems for passenger cars and commercial vehicles, as well as a leading provider of braking products. |
Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Charge-air systems Turbochargers for gasoline and diesel engines Passenger car, truck and off-highway OEMs Engine manufacturers Aftermarket distributors and dealers Borg-Warner Holset IHI MHI Bosch Mahle Continental Thermal systems Exhaust gas coolers Charge-air coolers Aluminum radiators Aluminum cooling modules Passenger car, truck and off-highway OEMs Engine manufacturers Aftermarket distributors and dealers Behr Modine Valeo Brake hard parts and other friction materials Disc brake pads and shoes Drum brake linings Brake blocks Disc and drum brake components Brake hydraulic components Brake fluid Aircraft brake linings Railway linings Automotive and heavy vehicle OEMs, OES, brake manufacturers and aftermarket channels Installers Railway and commercial/ military aircraft OEMs and brake manufacturers Akebono Continental Federal-Mogul ITT Corp JBI Nisshinbo TRW Aerospace Sales Our sales to aerospace customers were 32, 31, and 33 percent of our total sales in 2012, 2011 and 2010, respectively. |
Our principal plants, which are owned in fee unless otherwise indicated, are as follows: Aerospace Anniston, AL (leased) Glendale, AZ (leased) Phoenix, AZ (partially leased) Tempe, AZ Tucson, AZ Torrance, CA Clearwater, FL Olathe, KS Minneapolis, MN (partially leased) Plymouth, MN Rocky Mount, NC Albuquerque, NM (partially leased) Urbana, OH Greer, SC Toronto, Canada Olomouc, Czech Republic (leased) Penang, Malaysia Chihuahua, Mexico Singapore Yeovil, UK (leased) South Bend, IN Automation and Control Solutions San Diego, CA (leased) Northford, CT Freeport, IL St. Charles, IL (leased) Golden Valley, MN York, PA (leased) Pleasant Prairie, WI (leased) Shenzhen, China (leased) Suzhou, China Tianjin, China (leased) Brno, Czech Republic (leased) Mosbach, Germany Neuss, Germany Schonaich, Germany (leased) Pune, India (partially leased) Chihuahua, Mexico (partially leased) Juarez, Mexico (partially leased) Tijuana, Mexico (leased) Emmen, Netherlands Newhouse, Scotland Performance Materials and Technologies Mobile, AL (partially leased) Des Plaines, IL Metropolis, IL Baton Rouge, LA Geismar, LA Shreveport, LA Frankford, PA Pottsville, PA Orange, TX Chesterfield, VA Colonial Heights, VA Hopewell, VA Spokane, WA (partially leased) Seelze, Germany Transportation Systems Shanghai, China Glinde, Germany Atessa, Italy Kodama, Japan Ansan, Korea (leased) Mexicali, Mexico (partially leased) Bucharest, Romania Pune, India Item 3. |
These areas of focus are generally applicable to each of our operating segments, and include: • Driving profitable growth through R&D, technological excellence and optimized manufacturing capability to deliver innovative products that customers value; • Expanding margins by maintaining and improving the Company’s cost structure through manufacturing and administrative process improvements, restructuring, and other actions, which will drive productivity and enhance the flexibility of the business as it works to proactively respond to changes in end market demand; • Proactively managing raw material costs through formula and long-term supply agreements and hedging activities, where feasible and prudent; • Driving strong cash flow conversion through effective working capital management which will enable the Company to undertake strategic actions to benefit the business including capital expenditures, strategic acquisitions, and returning cash to shareholders; • Increasing our sales penetration and expanding our localized footprint in high growth regions, including China, India, Eastern Europe, the Middle East and Latin America; • Aligning and prioritizing investments for long-term growth, while considering short-term demand volatility; • Monitoring both suppliers and customers for signs of liquidity constraints, limiting exposure to any resulting inability to meet delivery commitments or pay amounts due, and identifying alternate sources of supply as necessary; and • Controlling Corporate and other non-operating costs, including costs incurred for asbestos and environmental matters, pension and other post-retirement expenses and tax expense. |
2013 Areas of Focus Performance Materials and Technologies primary areas of focus for 2013 include: • Continuing to develop new processes, products and technologies that address energy efficiency, the environment and security, as well as position the portfolio for higher value; • Commercializing new products and technologies in the petrochemical, gas processing and refining industries and renewable energy sector; • Investing to increase plant capacity and reliability to service backlog and improve productivity and quality through operational excellence; • Driving sales and marketing excellence and expanding local presence in high growth regions; • Managing exposure to raw material price and supply fluctuations through evaluation of alternative sources of supply and contractual arrangements; and • Managing the successful integration of acquisitions related to our gas processing and hydrogen business unit including capacity and geographic expansion to address rapidly growing commercial opportunities and existing backlog. |
HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) (1) Included in Other Assets on Consolidated Balance Sheet (2) Included in Other Liabilities - Non-Current on Consolidated Balance Sheet HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) Amounts recognized in Accumulated Other Comprehensive (Income) Loss associated with our significant pension and other postretirement benefit plans at December 31, 2012 and 2011 are as follows: HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) The components of net periodic benefit cost and other amounts recognized in other comprehensive (income) loss for our significant plans for the years ended December 31, 2012, 2011, and 2010 include the following components: The estimated prior service cost for pension benefits that will be amortized from accumulated other comprehensive (income) loss into net periodic benefit cost in 2013 are expected to be $23 million and $(2) million for U.S. and Non-U.S. benefit plans, respectively. |
• Automation and Control Solutions includes Energy, Safety & Security (controls for heating, cooling, indoor air quality, ventilation, humidification, lighting and home automation; advanced software applications for home/building control and optimization; sensors, switches, control systems and instruments for measuring pressure, air flow, temperature and electrical current; security, fire and gas detection; personal protection equipment; access control; video surveillance equipment; remote patient monitoring systems; and automatic identification and data collection); Process Solutions (provides a full range of automation and control solutions for industrial plants, offering advanced software and automation systems that integrate, control and monitor complex processes in many types of industrial settings as well as equipment that controls, measures and analyzes natural gas production and transportation); and Building Solutions & Distribution (installs, distributes, maintains and upgrades systems that keep buildings safe, comfortable and productive). |
Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Turbine propulsion engines TFE731 turbofan TFE1042 turbofan ATF3 turbofan turbofan turbofan ALF502 turbofan LF507 turbofan CFE738 turbofan HTF 7000 turbofan T53 turboshaft T55 turboshaft CTS800 turboshaft HTS900 turboshaft LT101 turboshaft TPE 331 turboprop AGT1500 turboshaft Repair, overhaul and spare parts Business, regional, and general aviation Commercial helicopters Military vehicles Military helicopters Military trainer Rolls Royce/Allison Turbomeca United Technologies Williams Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Auxiliary power units (APU’S) Airborne auxiliary power units Jet fuel starters Secondary power systems Ground power units Repair, overhaul and spare parts Commercial, regional, business and military aircraft Ground power United Technologies Environmental control systems Air management systems: Air conditioning Bleed air Cabin pressure control Air purification and treatment Gas Processing Heat Exchangers Repair, overhaul and spare parts Commercial, regional and general aviation aircraft Military aircraft Ground vehicles Spacecraft Auxilec Barber Colman Dukes Eaton-Vickers General Electric Goodrich Liebherr Pacific Scientific Parker Hannifin TAT United Technologies Electric power systems Generators Power distribution & control Power conditioning Repair, overhaul and spare parts Commercial, regional, business and military aircraft Commercial and military helicopters Military vehicles General Electric Goodrich Safran United Technologies Engine systems accessories Electronic and hydromechanical fuel controls Engine start systems Electronic engine controls Sensors Valves Electric and pneumatic power generation systems Thrust reverser actuation, pneumatic and electric Commercial, regional and general aviation aircraft Military aircraft BAE Controls Goodrich Parker Hannifin United Technologies Avionics systems Flight safety systems: Enhanced Ground Proximity Warning Systems (EGPWS) Traffic Alert and Collision Avoidance Systems (TCAS) Windshear detection systems Flight data and cockpit voice recorders Weather radar Communication, navigation and surveillance systems: Navigation and guidance Commercial, business and general aviation aircraft Government aviation Military aircraft BAE Boeing/Jeppesen Garmin General Electric Goodrich Kaiser L3 Lockheed Martin Northrop Grumman Rockwell Collins Thales Trimble/Terra Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors systems Global positioning systems Satellite systems Integrated avionics systems Flight management systems Cockpit display systems Data management and aircraft performance monitoring systems Aircraft information systems Network file servers Wireless network transceivers Weather information network Navigation database information Cabin management systems Vibration detection and monitoring Mission management systems Tactical data management systems Maintenance and health monitoring systems Universal Avionics Universal Weather Aircraft lighting Interior and exterior aircraft lighting Commercial, regional, business, helicopter and military aviation aircraft (operators, OEMs, parts distributors and MRO service providers) Hella/Goodrich LSI Luminator Whelen Inertial sensor Inertial sensor systems for guidance, stabilization, navigation and control Gyroscopes, accelerometers, inertial measurement units and thermal switches Attitude and heading reference systems Military and commercial vehicles Commercial spacecraft and launch vehicles Transportation Powered, guided munitions Munitions Astronautics Kearfott BAE GEC General Electric Goodrich L3 Com KVH Northrop Grumman Rockwell Control products Radar altimeters Pressure products Air data products Thermal switches Magnetic sensors Military aircraft Powered, guided munitions, UAVs Commercial applications Commercial, regional, business aircraft BAE Goodrich Northrop Grumman Rockwell Collins Rosemount Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Space products and subsystems Guidance subsystems Control subsystems Processing subsystems Radiation hardened electronics and integrated circuits GPS-based range safety systems Gyroscopes Commercial and military spacecraft DoD FAA NASA BAE Ithaco L3 Northrop Grumman Raytheon Management and technical services Maintenance/operation and provision of space systems, services and facilities Systems engineering and integration Information technology services Logistics and sustainment U.S. government space (NASA) DoD (logistics and information services) FAA DoE Local governments Commercial space ground segment systems and services Bechtel Boeing Computer Sciences Dyncorp Exelis Lockheed Martin Raytheon SAIC The Washington Group United Space Alliance Landing systems Wheels and brakes Wheel and brake repair and overhaul services Commercial airline, regional, business and military aircraft USAF, DoD, DoE Boeing, Airbus, Lockheed Martin Goodrich Meggitt Messier-Bugatti Automation and Control Solutions Our Automation and Control Solutions segment is a leading global provider of environmental and combustion controls, sensing controls, security and life safety products and services, scanning and mobility devices and process automation and building solutions and services for homes, buildings and industrial facilities. |
Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Environmental and combustion controls; sensing controls Heating, ventilating and air conditioning controls and components for homes and buildings Indoor air quality products including zoning, air cleaners, humidification, heat and energy recovery ventilators Controls plus integrated electronic systems for burners, boilers and furnaces Consumer household products including humidifiers and thermostats Electrical devices and switches Water controls Sensors, measurement, control and industrial components Energy demand/response management products and services Original equipment manufacturers (OEMs) Distributors Contractors Retailers System integrators Commercial customers and homeowners served by the distributor, wholesaler, contractor, retail and utility channels Package and materials handling operations Appliance manufacturers Transportation companies Aviation companies Food and beverage processors Medical equipment Heat treat processors Computer and business equipment manufacturers Bosch Cherry Danfoss Eaton Emerson Endress & Hauser Freescale Semiconductor GE Holmes Invensys Johnson Controls Omron Schneider Siemens United Technologies Yamatake Measurement Specialties Security and life safety products and services Security products and systems Fire products and systems Access controls and closed circuit television Home health monitoring and nurse call systems Gas detection products and systems Emergency lighting Distribution Personal protection equipment OEMs Retailers Distributors Commercial customers and homeowners served by the the distributor, wholesaler, contractor, retail and utility channels Health care organizations Security monitoring service providers Industrial, fire service, utility distributors and U.S. Government Bosch Draeger GE Hubbell Inc Mine Safety Appliances Pelco Phillips Riken Keiki Siemens Tyco United Technologies 3M Scanning and mobility Hand held and hands free image and laser based bar code scanners Scan engines Mobile and wireless computers OEMs Retailers Distributors Commercial customers served by the transportation and and logistics, manufacturing, healthcare and retail Datalogic Intermec Technologies Iridium Vars Motorola Solutions Psion Skywave Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Satellite tracking hardware, airtime services and applications Search & Rescue ground stations and system software LXE Hand Held and Vehicle Mounts channels Security, logistics, maritime customers for: the tracking of vehicles, containers, ships, and personnel in remote environments National organizations that monitor distress signals from aircraft, ships and individuals, typically Military branches and Coast Guards Warehousing and Ports Tsi Process automation products and solutions Advanced control software and industrial automation systems for control and monitoring of continuous, batch and hybrid operations Production management software Communications systems for Industrial Control equipment and systems Consulting, networking engineering and installation Terminal automation solutions Process control instrumentation Field instrumentation Analytical instrumentation Recorders and controllers Critical environment control solutions and services Aftermarket maintenance, repair and upgrade Gas control, measurement and analyzing equipment Refining and petrochemical companies Chemical manufacturers Oil and gas producers Food and beverage processors Pharmaceutical companies Utilities Film and coated producers Pulp and paper industry Continuous web producers in the paper, plastics, metals, rubber, non-woverns and printing industries Mining and mineral industries ABB AspenTech Emerson Invensys Siemens Yokogawa Building solutions and services HVAC and building control solutions and services Energy management solutions and services, including demand response and automation Security and asset management solutions and services Enterprise building integration solutions Building information services Airport lighting and systems, visual docking guidance systems Building managers and owners Contractors, architects and developers Consulting engineers Security directors Plant managers Utilities Large global corporations Public school systems Universities Local governments Public housing agencies Airports Ameresco Chevron GroupMac Ingersoll Rand Invensys Johnson Controls Local contractors and utilities Safegate Schneider Siemens Trane Thorn United Technologies Performance Materials and Technologies Our Performance Materials and Technologies segment is a global leader in providing customers with leading technologies and high-performance materials, including hydrocarbon processing technologies, catalysts, adsorbents, equipment and services, fluorine products, specialty films and additives, advanced fibers and composites, intermediates, specialty chemicals, electronic materials and chemicals. |
Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Resins & chemicals Nylon 6 polymer Caprolactam Ammonium sulfate Phenol Acetone Cyclohexanone MEKO Nylon for carpet fibers, Engineered resins and flexible packaging Fertilizer ingredients Resins - Phenolic, Epoxy, Polycarbonate Sovents Chemical intermediates Paints, Coatins, Laquers BASF DSM Sinopec UBE INEOS Mitsui Shell Polimeri Hydrofluoric acid (HF) Anhydrous and aqueous hydrofluoric acid Fluorocarbons Metals processing Oil refining Chemical intermediates Semiconductors Photovoltaics Mexichem Fluor Solvay Fluorocarbons Refrigerants, aerosol and insulation foam blowing agents Genesolv®solvents Oxyfume sterilant gases Ennovate 3000 blowing agent for refrigeration insulation Refrigeration Air conditioning Polyurethane foam Precision cleaning Optical Appliances Hospitals Medical equipment Manufacturers Arkema Dupont Solvay Mexichem Fluor Daikin Sinochem Nuclear services UF6 conversion services Nuclear fuel Electric utilities Cameco Comurhex Rosatom Research and fine chemicals Oxime-based fine chemicals Fluoroaromatics High-purity solvents Agrichemicals Biotech Avecia Degussa DSM E. Merck Thermo Fisher Scientific Lonza Sigma-Aldrich Performance chemicals Imaging chemicals Chemical processing sealants HF derivatives Fluoroaromatics Catalysts Oxime-silanes Diverse by product type Atotech BASF DSM Advanced fibers & High modulus polyethylene Bullet resistant vests, helmets DuPont Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors composites fiber and shield composites Aramid shield composites and other armor applications Cut-resistant gloves Rope & cordage DSM Teijin Healthcare and packaging Cast nylon film Bi-axially oriented nylon film Fluoropolymer film Food and pharmaceutical packaging American Biaxis CFP Daikin Kolon Unitika Specialty additives Polyethylene waxes Paraffin waxes and blends PVC lubricant systems Processing aids Luminescent pigments Adhesives Coatings and inks PVC pipe, siding & profiles Plastics Reflective coatings Safety & security applications BASF Clariant Westlake Electronic chemicals Ultra high-purity HF Inorganic acids Hi-purity solvents Semiconductors Photovoltaics KMG BASF Semiconductor materials and services Interconnect-dielectrics Interconnect-metals Semiconductor packaging materials Advanced polymers Anti-reflective coatings Thermo-couples Semiconductors Microelectronics Telecommunications LED Photovoltaics BASF Brewer Dow Nikko Praxair Shinko Tosoh Catalysts, adsorbents and specialties Catalysts Molecular sieves Adsorbents Customer catalyst manufacturing Petroleum, refining, petrochemical, gas processing, and manufacturing industries Axens BASF WR Grace Haldor Shell/Criterion Process technology and equipment Technology licensing and engineering design of process units and systems Engineered products Proprietary equipment Training and development of technical personnel Gas processing technology Petroleum refining, petrochemical and gas processing Axens BP/Amoco Exxon-Mobil Chevron Lummus Global Chicago Bridge & Iron Koch Glitsch Linde AG Natco Shaw Group Shell/SGS Renewable fuels and chemicals Technology licensing of Process, catalysts, absorbents, Refining equipment and services for producing renewable-based fuels and chemicals Military, refining, fuel oil, power production Neste Oy Lurgi Kior Syntroleum Dynamotive Transportation Systems Our Transportation Systems segment is one of the leading manufacturers of engine boosting systems for passenger cars and commercial vehicles, as well as a leading provider of braking products. |
Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Charge-air systems Turbochargers for gasoline and diesel engines Passenger car, truck and off-highway OEMs Engine manufacturers Aftermarket distributors and dealers Borg-Warner Holset IHI MHI Thermal systems Exhaust gas coolers Charge-air coolers Aluminum radiators Aluminum cooling modules Passenger car, truck and off-highway OEMs Engine manufacturers Aftermarket distributors and dealers Behr Modine Valeo Brake hard parts and other friction materials Disc brake pads and shoes Drum brake linings Brake blocks Disc and drum brake components Brake hydraulic components Brake fluid Aircraft brake linings Railway linings Automotive and heavy vehicle OEMs, OES, brake manufacturers and aftermarket channels Installers Railway and commercial/military aircraft OEMs and brake manufacturers Advics Akebono Continental Federal-Mogul ITT Corp JBI Nisshinbo TRW Aerospace Sales Our sales to aerospace customers were 31, 33, and 36 percent of our total sales in 2011, 2010 and 2009, respectively. |
Our principal plants, which are owned in fee unless otherwise indicated, are as follows: Aerospace Anniston, AL (leased) Olathe, KS Toronto, Canada Glendale, AZ (leased) Minneapolis, MN (partially leased) Olomouc, Czech Republic (leased) Phoenix, AZ Plymouth, MN Raunheim, Germany Tempe, AZ Rocky Mount, NC Penang, Malaysia Tucson, AZ Albuquerque, NM Chihuahua, Mexico Torrance, CA Urbana, OH Singapore (leased) Clearwater, FL Greer, SC Yeovil, UK (leased) South Bend, IN Automation and Control Solutions San Diego, CA (leased) Pleasant Prairie, WI (leased) Schonaich, Germany (leased) Northford, CT Shenzhen, China (leased) Pune, India (leased) Freeport, IL Suzhou, China Chihuahua, Mexico St. Charles, IL (leased) Tianjin, China (leased) Juarez, Mexico (partially leased) Golden Valley, MN Brno, Czech Republic (leased) Tijuana, Mexico (leased) York, PA (leased) Mosbach, Germany Emmen, Netherlands Neuss, Germany Newhouse, Scotland Performance Materials and Technologies Mobile, AL Shreveport, LA Colonial Heights, VA Des Plaines, IL Frankford, PA Hopewell, VA Metropolis, IL Pottsville, PA Spokane, WA Baton Rouge, LA Orange, TX Seelze, Germany Geismar, LA Chesterfield, VA Transportation Systems Shanghai, China Atessa, Italy Mexicali, Mexico (partially leased) Glinde, Germany Kodama, Japan Bucharest, Romania Ansan, Korea (leased) Pune India Item 3. |
Subsets and Splits
No saved queries yet
Save your SQL queries to embed, download, and access them later. Queries will appear here once saved.