<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  ----------

                                   FORM 10-K

(Mark One)
[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the fiscal year ended  DECEMBER 31, 1996 or
 
[_]  Transition report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934 
     For the transition period from ____________ to ____________


                        Commission file number  0-14953
                                                -------

                               ACUSON CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                      94-2784998
-----------------------                   ---------------------------------
(State of Incorporation)                  (IRS Employer Identification No.)

                             1220 CHARLESTON ROAD
                  P.O. BOX 7393 MOUNTAIN VIEW, CA 94039-7393
                   (Address of principal executive offices)

     Registrant's telephone number, including area code, is (415) 969-9112
                                                            --------------

                                  ----------

          Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange on Which Registered
-------------------                    -----------------------------------------
  Common Stock                                  New York Stock Exchange
$.0001 par value


          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock Purchase Rights

                                  ----------

        Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.  Yes [ x ]     No [  ]
                                              -----        ----

        Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, 
and will not be contained, to the best of registrant's knowledge, in definitive 
proxy or information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K. [  ]
                                              ----

        The aggregate market value of the Registrant's voting stock held by 
non-affiliates on February 28, 1997 (based upon the NYSE closing price on such 
date) was approximately $809,019,721.

        As of February 28, 1997, there were 29,023,129 shares of the 
Registrant's Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

        Parts of the following documents are incorporated by reference in Parts 
II and III of this Form 10-K Report: (1) Proxy Statement for registrant's 
Annual Meeting of Stockholders to be held May 20, 1997 (other than the 
Compensation Committee Report and Performance Graph contained therein) (Part 
III), and (2) registrant's Annual Report to Stockholders for the fiscal year 
ended December 31, 1996 (Part II).


<PAGE>
 
PART I
ITEM 1
BUSINESS


General Business

Acuson Corporation ("Acuson" or the "Company") is a manufacturer, worldwide
marketer and service provider of high-performance medical diagnostic ultrasound
systems and image management products.  Hospitals, clinics and healthcare
delivery systems throughout the world use Acuson products for a broad range of
clinical applications including radiology, cardiology, obstetrical/gynecological
("OB/GYN") and peripheral vascular.

Set forth below is a description of the Company's business. This description
includes forward-looking statements that involve risks and uncertainties.  The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in the "Investment Risks" section set forth below as
well as in the sections entitled "Competition" and "Government Regulation"
below.


Company History

The Company was incorporated in California in 1981 and changed its state of
incorporation to Delaware in 1986.  Since its inception, the Company has focused
exclusively on medical diagnostic ultrasound.

The first generation system, the Acuson(R) 128, launched in 1983, was based on 
an advanced computer-based ultrasound architecture. Over its seven year life,
the system grew to support many additional new ultrasound modes, transducers and
other capabilities.

Acuson's second generation system, the Acuson 128XP(R), was introduced in July
1990.  A more configurable system than the original Acuson 128, the 128XP system
provides a greater number of application-specific configurations for a broader
range of clinical use.  This greater flexibility has allowed the Company to
address a wider spectrum of clinical specialties and pricing segments in both
the international and domestic ultrasound markets.  The Company's installed base
of 128 and 128XP systems totals more than 13,000 systems worldwide.

During 1996, Acuson introduced two new ultrasound platforms, the Sequoia(TM)  
and Aspen(TM) systems.  These new systems are described in "Sequoia Ultrasound
Platform" and "Aspen Ultrasound Platform" below.

The AEGIS(R) digital image and data management system, introduced by Acuson in
October 1992, provides capabilities for the capture and storage of ultrasound
examinations for on-line review, archiving and transmission within the hospital
and clinical environments and over wide-area networks.


1996 Highlights

During 1996, Acuson introduced two new ultrasound platforms, the Sequoia(TM)
ultrasound systems and the Aspen(TM) ultrasound system, to be sold along with 
the 128XP system.

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Acuson introduced the Sequoia(TM) 512 ultrasound system for general imaging
applications and the Sequoia(TM) C256 echocardiography system for cardiology
applications in April 1996, and began shipping the products in July 1996. The
Sequoia platform is Acuson's highest performance ultrasound platform.

In October 1996, Acuson announced its second major ultrasound product
introduction of the year: the Aspen ultrasound system. The Aspen system resulted
from a convergence of select technologies from the Sequoia platform and other
Acuson innovations to create a high-performance platform that is sold at a lower
price than the Sequoia systems.  The Aspen system began shipping in November
1996.

Also during 1996, Acuson introduced its EF(TM) Extended Frequency imaging
upgrade for Acuson's 128XP platform. The extended frequency technology, which
provides high-resolution, high-frequency imaging, resulted from the development
of the Aspen ultrasound system.

Acuson's Products and Technologies

Acuson's ultrasound platforms - the Sequoia ultrasound platform, the Aspen
ultrasound platform and the 128XP ultrasound platform - are designed to bring
cost-effective solutions to clinical applications such as radiology, cardiology,
OB/GYN and peripheral vascular. Acuson believes that this family of ultrasound
systems, along with the AEGIS digital image and data management system, provide
the following benefits when compared with other ultrasound technologies.

     Imaging Performance. Acuson's systems are designed to provide superior
     -------------------
     image quality through greater detail resolution, contrast resolution and
     image uniformity. In addition, Acuson systems provide superior clinical
     sensitivity for a broad range of Doppler and color Doppler applications,
     which are used to detect, measure and depict blood flows.

     Versatility. Acuson's breadth of product offerings provide customers with a
     -----------
     wide range of choices depending on their budgetary and clinical needs.

     Reliability.  The Company's thousands of ultrasound systems under warranty
     -----------
     or full-service contract in North America have achieved greater than 99.9%
     cumulative uptime since 1983.

     Upgradability.  Acuson's ultrasound systems have an upgradable core
     -------------
     architecture. Every Acuson 128 system shipped since 1983 can be upgraded to
     perform every diagnostic capability the Company now offers on new  128XP
     systems.  In many cases, the changes are accomplished simply with new
     software.  In other cases, customers purchase new hardware options or
     transducers, which also include new software to control performance. The
     new Sequoia and Aspen ultrasound platforms are designed to follow the same
     philosophy of upgradability that was established with the Acuson 128
     platform.

     Ease of Use.  Acuson's philosophy of system design and its system
     -----------
     architecture allow for greater ease of use. The portability and
     maneuverability of the Sequoia and Aspen platforms help increase hospital
     efficiency and productivity, while the ergonomic design of the new systems
     and transducers enhances both doctor and patient comfort levels.

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Sequoia Ultrasound Platform. Sequoia system technology relies on four
---------------------------
proprietary cornerstones: Coherent Image Formation, Doppler technology,
transducer technology with patented connectors and the DIMAQ(TM) integrated
ultrasound workstation. The list price of the Sequoia systems ranges from
$200,000 to $350,000.

  Coherent Image Formation. Sequoia systems use multiple beamformers and scan
  ------------------------
  with digital processing channels to acquire and encode both phase and
  amplitude data.  This encoded data is then assembled to create images based on
  the full echo information.
 
  Doppler Technology. Acuson's advances in Doppler technology on the Sequoia
  ------------------
  systems include SST(TM) Color Doppler and Solo(TM) Spectral Doppler.
 
       SST(TM) Color Doppler. With SST Color Doppler, the Sequoia C256 and
       ---------------------
       Sequoia 512 systems use multiple beamformers to produce high spatial
       resolution color Doppler images at high frame rates.
 
       Solo(TM) Spectral Doppler. The Sequoia systems use a dedicated audio
       -------------------------
       beamformer for spectral Doppler. This results in a high degree of
       sensitivity and clarity of information throughout the entire spectral
       waveform.
 
  Transducer Technology. The Sequoia platform includes a new family of
  ---------------------
  transducers that feature new acoustic, connector and ergonomic design. These
  transducers offer a new level of high frequency capability and low noise
  performance. The new patented Sequoia transducer connector features a pinless
  design, while maintaining 612 simultaneous connections. In addition, these
  transducers offer expanded MultiHertz(R) multiple frequency imaging
  capabilities.

  DIMAQ(TM) Integrated Ultrasound Workstation.  The Sequoia platform integrates 
  -------------------------------------------
  a special-purpose ultrasound workstation into the system architecture. The
  DIMAQ workstation has direct access to exam data generated in the system. It
  offers real-time digital image processing, such as DELTA(TM) differential
  echo amplification, and runs special application programs. DELTA
  differential echo amplification is a patented, real-time processing
  technique for improving wall visualization and tissue conspicuity. The DIMAQ
  workstation provides connectivity and DICOM capability. DICOM is the
  standard format for networking medical systems in the hospital and private
  office environment.


Aspen Ultrasound Platform. The Aspen ultrasound system resulted from a
-------------------------
convergence of select technologies from the Sequoia ultrasound platform and
other Acuson innovations to create a high-performance platform at a lower price
than Sequoia technology. The Aspen platform is built on four major cornerstones:
technology convergence, value engineering, transducer technology and the DIMAQ
integrated ultrasound workstation. The list price of the Aspen  system ranges
from $150,000 to $250,000.


  Technology Convergence. As mentioned above, the Aspen platform represents a
  ----------------------
  convergence of select technologies from the Sequoia platform and other Acuson
  innovations. One example of these innovations that is currently unique to the
  Aspen system is Convergent(TM) Color Doppler, which improves color Doppler
  performance in such applications as renal, obstetric, gynecologic and small
  parts imaging.

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<PAGE>

  Value Engineering.  Value engineering provides versatility and upgradability,
  -----------------
  system portability and ergonomics. The Aspen system is compact, lightweight
  and provides a HomeBase keyboard design that places the most frequently used
  controls at the user's fingertips.

  Transducer Technology.  The Aspen platform supports more than 20 transducers
  ---------------------
  addressing all major ultrasound clinical applications. The Aspen system
  accommodates new transducers designed specifically for the Aspen platform as
  well as select transducers from both the 128XP and the Sequoia systems.

  DIMAQ(TM) Integrated Ultrasound Workstation.  The DIMAQ workstation is a 
  -------------------------------------------
  special-purpose ultrasound workstation that is completely integrated within
  the Aspen architecture. The DIMAQ workstation, which includes the hardware
  foundation for DICOM software and real-time JPEG compression and
  decompression, has direct access to exam data generated in the system. It
  offers real-time digital image processing and runs special application
  programs.

128XP Ultrasound Platform.  The Acuson 128XP system has more than 28 
------------------------- 
transducers and has shared-services capabilities. The new EF Extended Frequency
option provides high-resolution, high-frequency imaging and resulted from the
development of the Aspen ultrasound systems. The list price of the 128XP system
ranges from $80,000 to $150,000.

AEGIS(R) Digital Image and Data Management System.  The AEGIS system enables the
-------------------------------------------------
capture and storage of ultrasound examinations for on-line review, archiving and
transmission within the hospital and over wide-area networks. The AEGIS system
allows connectivity to DICOM PACS (picture archiving and communication systems)
and printers and supports ultrasound systems from Acuson and from other
manufacturers. The list price of the AEGIS system depends on size and capability
of the network and a typical system can range in price from $125,000 to
$350,000.

Acuson attempts to protect its intellectual property through a combination of
trade secrets and, where appropriate, copyrights, trademarks and patents. The
Company also relies substantially on its unpatented proprietary know-how.  See
"Investment Risks - Patents and Proprietary Technology" for a detailed
discussion as well as certain risk factors.


Marketing and Sales

The Company sells its products primarily to hospitals, clinics, private and
governmental institutions and healthcare agencies and doctors' offices.  The
Company and its subsidiaries employ their own full-time sales, service and
applications staff in North America, certain European countries, Australia and
Japan.  Acuson sells through independent distributors in other European
countries, Asia, South America, and the Middle East.

The Company focuses its efforts on the following major hospital based ultrasound
market segments: United States General Imaging, United States Cardiovascular and
International.  The Company entered the United States General Imaging, United
States Cardiovascular and International market segments in 1983, 1988 and 1984,
respectively.

The  major sub-segments of the United States General Imaging market include
radiology, peripheral vascular and OB/GYN.  Radiology includes examinations of
abdominal organs, the gastrointestinal tract, the urinary tract and small parts
such as the breasts, testes and thyroid. The peripheral vascular sub-segment
focuses primarily on examinations of the vessels of the leg and neck.
Applications of OB/GYN center on 

                                       5
<PAGE>

examinations of the female reproductive system and the developing fetus.
Cardiology applications center on examinations of the heart and proximate
vessels, while cardiovascular applications extend to include the entire vascular
system. International markets generally include the same range of clinical
ultrasound applications as the domestic market.

See Note 10 of Notes to Consolidated Financial Statements contained in Item 8
for a summary of operations by geographic region.

The sales process for ultrasound systems typically requires six to eighteen
months between initial customer contact and placement of an order.  On-site
demonstrations are often part of the customer's evaluation process, and
customers frequently make side-by-side comparisons of performance and other
features of competing systems. Acuson employs a staff of applications personnel
who operate the system during sales demonstrations and who also train physicians
and ultrasound technicians on the use of the system after delivery.


Service

The Company employs a staff of full-time service engineers who service Acuson
systems in North America and in the countries where Acuson has international
subsidiaries.  Service to customers in other international areas is provided
through the Company's independent distributors.

Acuson warrants its products for 12 months and thereafter provides service
through service contracts and other purchase arrangements.  All domestic
ultrasound systems under Acuson warranty or full-service contracts are
guaranteed to have 99.0% uptime, and such systems have averaged more than 99.9%
cumulative uptime since 1983.

Systems under warranty or service contract receive periodic maintenance by
Acuson service engineers, who also install new system capabilities or software
upgrades and respond to customer service requests. These services may be
purchased from the Company's service organization by customers who do not have a
service contract with Acuson.

Service revenue was 24.6%, 24.6% and 21.3% of total net sales in 1996, 1995 and
1994, respectively.  See Part II, Item 7 - "Management's Discussion and Analysis
of Financial Condition and Results of Operations."  See also "Investment Risks -
Service" below for certain risk factors related to the Company's service
business.

Competition

Acuson competes primarily on the basis of its major clinical benefits of imaging
performance, versatility, reliability, upgradability, ease of use and price.

The Company believes that these product capabilities can enable physicians to
make earlier, more accurate and/or more confident diagnoses and also can provide
superior long-term economic value. As do virtually all companies in the
industry, Acuson offers on-site system demonstrations to customers during the
sales process, and customers frequently do their own evaluations of equipment
performance and other factors.  The markets for these products have become
increasingly competitive and price is often a factor in the purchase decision.

The Company's ultrasound equipment competes with systems offered by a number of
companies and their affiliates abroad, including Advanced Technology
Laboratories, Inc., Aloka Co., Ltd., Diasonics, Inc. (a 

                                       6
<PAGE>
 
subsidiary of Elbit, Ltd.), General Electric Company, Hewlett-Packard Company,
Hitachi Corporation, Siemens Medical Systems, Inc. and Toshiba Medical Systems,
Inc. Most of these competitors have significantly greater financial and other
resources and generally compete in more medical imaging and other market
segments and countries than Acuson. While the Company believes that its systems
provide superior and advanced capabilities and features, the products offered to
date by these competitors in some cases include features and capabilities not
currently offered by Acuson and in some cases are substantially less expensive
than Acuson's products. See "Investment Risks - Competition" below.

Ultrasound units are generally among the least expensive of imaging modalities
such as conventional x-ray, computed tomography and magnetic resonance imaging
when compared to diagnostic ultrasound imaging. In addition, in certain
applications, ultrasound offers capabilities that make it the modality of choice
regardless of cost. However, no assurance can be given that such price and/or
performance advantages can be maintained in comparison to other current or
future imaging modalities. In addition, ultrasound systems compete with other
imaging modalities for limited hospital funding. See "Investment Risks -
Ultrasound Market Changes" below.


Product Development

One of Acuson's fundamental beliefs is that technology innovation can provide
the best solutions for cost-constrained environments. The Company spent
$70,800,000, $66,400,000 and $60,900,000 on product development in 1994, 1995
and 1996, respectively. See "Company History" and "Acuson Products and
Technologies" above.

Since Acuson's founding, virtually all product development has taken place at
the Company's headquarters in Mountain View, California.  The Company  maintains
a strong commitment to product development programs to develop proprietary
technologies.  Product development is subject to certain risk factors. See
"Investment Risks - New Products" below.


Government Regulation

As a manufacturer of medical devices, Acuson is subject to various regulations
of the United States Food and Drug Administration (the "FDA") and of the
California Department of Health Services, including marketing clearance or
approval of the Company's products by the FDA.  The process of obtaining such
clearances or approvals to market products can be time consuming, lengthy,
uncertain and expensive and can delay the marketing and sale of the Company's
products.  The review of a premarket approval ("PMA") application generally
takes one to two years from the date the PMA is accepted for filing, but may
take significantly longer.  It generally takes from four to twelve months from
submission to obtain 510(k) premarket clearance, but may take longer.  The FDA
has recently been more rigorous in its 510(k) clearance process.  See
"Investment Risks - Regulation by Government Agencies" below.

Manufacturers of medical devices marketed in the United States are required to
adhere to applicable regulations setting forth detailed Good Manufacturing
Practices ("GMP") requirements, which include testing, control and documentation
requirements.  Manufacturers also must comply with Medical Device Reporting
("MDR") requirements that a firm report to FDA certain adverse events associated
with the Company's devices. The Company is subject to routine inspection by FDA
and certain state agencies for compliance with GMP requirements, MDR
requirements, and other applicable regulations.  The FDA is using its statutory
authority more vigorously during inspections of companies and in other
enforcement matters.  The FDA has recently finalized changes to the GMP
regulations and has promulgated new MDR regulations, both of which will likely
increase the cost of compliance with GMP requirements.  The 

                                       7
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Company also is subject to numerous federal, state and local laws relating to
such matters as safe working conditions, manufacturing practices, environmental
protection, fire hazard control and disposal of hazardous or potentially
hazardous substances. Changes in existing requirements or adoption of new
requirements could have a material adverse effect on the Company's business,
financial condition, and results of operations. Although Acuson believes that it
is in compliance with all applicable regulations of the FDA and the State of
California, current regulations depend heavily on administrative interpretation,
and there can be no assurance that the Company will not incur significant costs
to comply with laws and regulations in the future or that laws and regulations
will not have a material adverse effect upon the Company's business, financial
condition or results of operations. In addition, the potential effects on the
Company of heightened enforcement of federal and state regulations cannot be
predicted.

The Federal government regulates reimbursement for diagnostic examinations
furnished to Medicare beneficiaries, including related physician services and
capital equipment acquisition costs.  For example, Medicare reimbursement for
operating costs for ultrasound examinations performed on hospital inpatients
generally is set under the Medicare prospective payment system ("PPS")
diagnosis-related group ("DRG") regulations.  Under PPS, Medicare pays hospitals
a fixed amount for services provided to an inpatient based on his or her DRG,
rather than reimbursing for the actual costs incurred by the hospital.  Patients
are assigned to a DRG based on their principal and secondary diagnoses,
procedures performed during the hospital stay, age, gender and discharge status.

For capital costs for inpatient services, prior to October 1, 1991, Medicare
reimbursed hospitals an amount based on 85 percent of the actual reasonable
costs they had incurred.  On October 1, 1991, Medicare began to phase in over a
ten year period a prospective payment system for capital costs which
incorporates an add-on to the DRG-based payment to cover capital costs and which
replaces the reasonable cost-based methodology.  Provisions included in the
President's Budget Request for the fiscal year 1998 would result in further
reductions in capital payments to hospitals.

For certain hospital outpatient services, including ultrasound examinations,
reimbursement currently is based on the lesser of the hospital's costs or
charges, or a blended amount, 42 percent of which is based on the hospital's
reasonable costs and 58 percent of which is based on the fee schedule amount
that Medicare reimburses for such services when furnished in a physician's
office.  For the fiscal years 1991 through 1998 (beginning October 1, 1990),
reimbursement for the cost portion of the blend is reduced by 5.8 percent.  The
President's Budget also would require capital outpatient reimbursement to shift
from a cost basis to a prospective payment system by 1999.  It is unclear what
impact such a change, if enacted by Congress, would have on payment for
ultrasound services.  Capital acquisition costs for services furnished to
hospital outpatients are currently reimbursed on the basis of 90 percent of the
reasonable costs actually incurred by the hospital.  The President's Budget
would call for a greater reduction in payment for these costs.

Until January 1, 1992, Medicare generally reimbursed physicians on the basis of
their reasonable charges or, for certain physicians, including radiologists, on
the basis of a "charge-based" fee schedule.  On January 1, 1992, Medicare began
to phase in over a five-year period a new system that reimburses all physicians
based on the lower of their actual charges or a fee schedule amount based on a
"resource-based relative value scale."

Reimbursement for services rendered to Medicaid beneficiaries is determined
pursuant to each state's Medicaid plan which is established by state law and
regulations, subject to requirements of Federal law and regulations.  The
Clinton Administration and Congress currently are considering certain revisions
to the Medicaid program that would allow states more control over coverage and
payment issues.  The Administration also already has granted many states waivers
to allow for greater control of the program at the state level.  At this time
whether the legislative changes will be enacted into law and, if so, what the
impact would be on Medicaid payment for diagnostic services is uncertain.

                                       8
<PAGE>
 
As part of the Omnibus Budget Reconciliation Act of 1993, Congress enacted
provisions, effective January 1, 1995, which prohibit physicians from referring
Medicare or Medicaid patients to any entity in which the physician or a family
member has an ownership or compensation relationship if the referral is for any
of a list of "designated health services", which includes ultrasound services.
Regulations implementing these statutory provisions have not been published.
These prohibitions, and similar prohibitions in some state laws, may result in
lower utilization of certain procedures, including ultrasound.

The Clinton Administration and the Congress from time to time consider various
Medicare and other healthcare reform proposals that could significantly affect
both private and public reimbursement for healthcare services.  Some of these
proposals, if enacted into law, could reduce reimbursement for or the incentive
to use diagnostic devices and procedures and thus could adversely affect the
demand for diagnostic devices, including the Company's products.

In addition to the federal laws described above, there are state laws and
regulations regarding the manufacture and sale of healthcare products and
diagnostic devices, and reimbursement for such products and their use.  These
laws and regulations also are subject to future changes whose impact cannot be
projected.


Manufacturing

The Company primarily manufactures its products at its Mountain View, California
facility.  Fabrication of most transducers is performed in-house in order to
safeguard the Company's proprietary technology.  In October 1994, Acuson
acquired Sound Technology Incorporated ("STI"), a transducer manufacturer
located in State College, Pennsylvania.  STI provides complementary technical
capabilities to the Company's established Transducer Division.  For other sub-
assemblies, the Company generally subcontracts the assembly or fabrication to
outside vendors and in addition produces some components at its own facility in
Canoga Park, California.  Sub-assemblies are produced according to the Company's
designs or specifications.  The Company performs assembly, testing and quality
assurance at various stages of completion.

Component parts and microprocessors for the Company's products and some
specialty transducers are purchased from outside vendors.  A number of such
items currently have limited or single sources of supply. See "Investment Risks
- Manufacturing" below.

The Company builds units to a marketing forecast that is updated periodically
and utilizes a commercially available computer system for manufacturing,
accounting, and sales order processing.  Because it builds to forecast, the
Company does not consider its backlog a significant indicator of business
levels.


Employees

As of December 31, 1996, the Company had 1,777 full-time employees. The Company
considers its relations with its employees to be good.

                                       9
<PAGE>
 
Investment Risks

In evaluating and understanding Acuson's business and financial prospects and
the potential success of any Acuson product, and in evaluating any forward-
looking statement contained in this document or otherwise, prospective investors
and shareholders should carefully consider the factors set forth below.

    NEW PRODUCTS.  During 1996, Acuson introduced two major new products, the
    ------------
Sequoia and Aspen ultrasound systems.  Although sales of the Sequoia system,
which began in the third quarter of 1996, have exceeded expectations, and sales
of the Aspen system only began in the fourth quarter of 1996, there is no
guarantee that such sales will continue to increase or even continue at their
current rate.  As more Aspen and Sequoia systems enter the clinical environment,
continued market acceptance will depend in part on the actual and perceived
performance of these products in that clinical environment.  In addition, the
Company believes that the continued success of the new products will depend as
well on the timely and successful completion of future product enhancements and
capabilities.  While the Company has a number of these new product enhancements
and capabilities as well as additional new products under development at any
time, there is no guarantee as to when, if ever, the development of such
products and product enhancements and capabilities will be completed.  Further,
because both the Aspen and Sequoia systems have been shipping for less than a
year, the Company does not have a history of warranty repairs on which to base
its estimate of warranty reserves.  While the Company has made what it believes
to be adequate warranty reserves to cover warranty parts and labor on these new
Sequoia and Aspen systems, there can be no assurance that the actual warranty
loss incurred will not exceed provisions made at the time of shipment. Finally,
the realizable value of the Company's inventory and/or fixed assets for the new
products is dependent on continued market acceptance for those products.

     COMPETITION.  Diagnostic ultrasound is a well-established field in which 
     -----------
there are a number of competitors. The Company competes with several companies
and their affiliates such as Advanced Technology Laboratories, Inc. ("ATL"),
Aloka Co., Ltd., Diasonics, Inc. (a subsidiary of Elbit, Ltd.), General Electric
Company, Hewlett-Packard Company, Hitachi Corporation, Siemens Medical Systems,
Inc., and Toshiba Medical Systems, Inc., most of which have significantly
greater financial and other resources. In addition, most of these companies
compete in more medical imaging and other market segments and countries than the
Company. While the Company believes that its Sequoia and Aspen systems provide
superior and advanced capabilities and features, the products offered to date by
these competitors in some cases include features and capabilities not currently
offered by the Company and in some cases are substantially less expensive than
the Company's products.

Market success in diagnostic ultrasound is heavily dependent on the purchaser's
evaluation of the system's diagnostic value, ease of use and safety.  Any
established or new ultrasound company may introduce a system or upgrades to an
existing system that is equal to or superior to the Company's products in
quality or performance and no assurance can be given that the Company's products
will remain competitive with existing or future products.  If a competitor
introduces a new product, customers may delay submitting new orders to the
Company and may cancel orders in the backlog.  Further, recently ATL received
premarket approval from the United States Food and Drug Administration for a
particular claim relating to its system for a specific use in breast imaging.
While the FDA's approval is not an indication that ATL's product is superior for
any application, the granting of the PMA means that only ATL may promote its
product for that specific use.  The PMA may adversely impact Acuson's sales of
systems for breast imaging in the future.

                                       10
<PAGE>
 
    ULTRASOUND MARKET CHANGES.  Ultrasound is generally among the least 
    -------------------------
expensive of imaging modalities such as conventional X-ray, computed tomography
and magnetic resonance imaging compared with diagnostic ultrasound imaging. In
addition, in certain applications, ultrasound offers capabilities that make it
the modality of choice regardless of cost. However, these price and/or
performance advantages may not continue in comparison to other current or future
imaging modalities. In addition, ultrasound systems compete with other imaging
modalities for limited hospital funding.

The trends of health care provider consolidation, medical cost containment, and
intense competitive pressures are continuing in the market.  These factors have
put increased pressures on ultrasound system pricing and have required the
Company to introduce lower priced configurations of its 128XP ultrasound
systems.  These factors, as well as start-up and other manufacturing costs of
the Company's new product lines, have contributed to the decline in the
Company's gross margins over the last several years.  For example, the Company's
gross margins have declined from 61.3% in 1990 to 47.9% in 1996.  Further, the
U.S. government is considering Medicare reforms.  The Company believes that
future revenues and profitability will continue to be impacted by these
uncertainties, especially in the domestic markets.  Although some portions of
the international ultrasound markets are experiencing some economic growth, it
is uncertain whether this is temporary or permanent.

    PATENTS AND PROPRIETARY TECHNOLOGY.  Acuson attempts to protect its 
    ----------------------------------
intellectual property through a combination of trade secrets and, where
appropriate, copyrights, trademarks and patents. The Company owns or has rights
to greater than forty U.S. and international patents, covering certain aspects
of its systems, and it has several patent applications pending. No assurances
can be given as to the breadth or degree of protection patents, copyrights,
trademarks or trade secrets will afford the Company.

The Company's competitors also rely on patents to protect their technology, and
numerous physicians, universities and other individuals or entities in the
ultrasound field are patenting many ultrasound inventions.  The Company has from
time to time received notices from such competitors and other entities or
individuals that the Company may need a license to one or more of their patents
in order to continue to sell its products.  Such a competitor, individual, or
entity may have, or may be granted, a patent to which the Company must obtain a
license if it wishes to market and sell any one or more of its products.  To
date, patent disputes involving the Company have ultimately been resolved
through licensing arrangements, sometimes involving the payment of royalties by
the Company.  There can be no assurance that the Company will be able to obtain
a license to any patent (if so required) or that such a license will be
available on reasonable financial or other terms.

The Company also relies heavily on its unpatented proprietary know-how.  No
assurance can be given that others will not be able to develop substantially
equivalent proprietary information to the Company's, or otherwise obtain access
to the Company's know-how.

    REGULATION BY GOVERNMENT AGENCIES.  As a manufacturer of medical devices, 
    ---------------------------------
Acuson is subject to various regulations of the United States Food and Drug
Administration (the "FDA") and of the California Department of Health Services,
including marketing clearance or approval of the Company's products by the FDA.
The process of obtaining such clearances or approvals can be time consuming,
lengthy, and expensive and there can be no assurance that the necessary
clearance or approval will be granted the Company or that FDA review will not
involve delays adversely affecting the Company. In fact, the Company believes
that the time it takes to obtain clearance for new products has increased and
the FDA has been more rigorous in its 510(k) clearance process.

Manufacturers of medical devices marketed in the United States are required to
adhere to numerous regulations setting forth detailed Good Manufacturing
Practices requirements, which include testing, control and documentation
requirements.  Manufacturers also must comply with Medical Device Reporting

                                       11
<PAGE>
 
requirements that a firm report to FDA certain adverse events associated with a
Company's devices. The Company is subject to routine inspection by FDA and
certain state agencies for compliance with GMP requirements, MDR requirements,
and other applicable regulations.  The FDA is using its statutory authority more
vigorously during inspections of companies and in other enforcement matters.
The FDA has recently finalized changes to the GMP regulations and has
promulgated new MDR regulations, both of which will likely increase the cost of
compliance with GMP requirements.  The Company also is subject to numerous
federal, state and local laws relating to such matters as safe working
conditions, manufacturing practices, environmental protection, fire hazard
control and disposal of hazardous or potentially hazardous substances.  Changes
in existing requirements or adoption of new requirements could have a material
adverse effect on the Company's business, financial condition, and results of
operations.  Although Acuson believes that it is in compliance with all
applicable regulations of the FDA and the State of California, current
regulations depend heavily on administrative interpretation, and there can be no
assurance that the Company will not incur significant costs to comply with laws
and regulations in the future or that laws and regulations will not have a
material adverse effect upon the Company's business, financial condition or
results of operations.  In addition, the potential effects on the Company of
heightened enforcement of federal and state regulations cannot be predicted.

Federal and state regulations also govern or influence the reimbursement to
health care providers of fees and capital equipment costs in connection with
medical examinations of certain patients.  Changes in current policies could
impact reimbursement for the purchase and/or operation of the Company's
equipment by such providers and thereby adversely affect future sales of the
Company's products.  In particular, the Clinton Administration and the Congress
are debating and considering various Medicare and other health care reform
proposals that could significantly affect both private and public reimbursement
for health care services.  Some of these proposals, if enacted into law, could
reduce reimbursement for or the incentive to use diagnostic devices and
procedures and thus could adversely affect the demand for diagnostic devices,
including the Company's products.

In addition to the Federal laws described above, there are state laws and
regulations regarding the manufacture and sale of health care products and
diagnostic devices, and reimbursement for such products and their use.  These
laws and regulations also are subject to future changes whose impact cannot be
projected.

    EMPLOYEES.  Acuson believes that its continued success and future growth 
    ---------
will depend on, among other factors, its ability to continue to attract and
retain skilled employees. The loss of a significant number of employees could
adversely affect its business, most significantly by delaying the development of
new products and product enhancements. The job market in the Silicon Valley area
is very competitive, especially for skilled electrical and software engineers.
There can be no assurance that the Company will be able to retain or hire key
employees.

    MANUFACTURING.  Component parts and microprocessors for the Company's 
    -------------
products and some specialty transducers are purchased from outside vendors. A
number of such items currently have limited or single sources of supply, and
disruption or termination of those sources could have a temporary adverse effect
on shipments and the financial results of the Company. The Company believes that
it could ultimately develop alternate sources for all such items, but that sales
could be lost or deferred as a result of doing so.

    SERVICE.  Approximately 24.6% of the Company's 1996 revenues were derived 
    -------
from the Company's service activities, including the sales of service contracts
and time and material services. Increasing cost containment pressures in the
market have adversely impacted the number of customers purchasing service
contracts and the prices of those contracts, but this impact has been somewhat
offset by the Company's increased installed base and an increase in time and
material services. The Company believes that the trend away from service
contracts will continue and there can be no assurance that the Company will be
able to

                                       12
<PAGE>
 
continue to maintain its current levels of service contract revenue. Further,
the introduction of the Sequoia and Aspen products by the Company could reduce
the sale of service contracts and options to the 128XP system installed base. In
addition, the Company has made significant expenditures in establishing remote
diagnostic and other service programs unique to the new Sequoia and Aspen
systems. There can be no assurance that this investment will be profitable, as
the success of the Aspen and Sequoia service program will depend in part on the
number of Aspen and Sequoia systems sold. Currently, all Aspen and Sequoia
systems sold are still under one year warranty. Finally, the Company has seen an
increasing trend for hospitals to purchase asset management contracts, in which
all of the hospital's medical equipment and in some cases, other assets, are
managed and serviced by third parties. As Acuson does not sell asset management
services and only services Acuson ultrasound systems, this increased trend
toward asset management contracts could have an adverse impact on the Company's
sales of service contracts and its time and materials service business.

    INTERNATIONAL OPERATIONS AND INTERNATIONAL RECEIVABLES.  As the Company's
    ------------------------------------------------------
international business has grown, the Company has an increasing percentage of
its receivables in other countries.  In Italy and Brazil the amount of
receivables exceeds $8,000,000 and in China, the amount of receivables exceeds
$5,000,000.  Political instability or other issues may impact the ability of the
Company to collect receivables in foreign countries.  The Company enters into
foreign currency exchange contracts as described in Note 2 to its Consolidated
Financial Statements for the year ended December 31, 1996 and does not believe
it has significant risk from changes in exchange rates.

    EARTHQUAKE.  The Company's research and development and manufacturing
    ----------
activities, its corporate headquarters, and other critical business operations
are located near major earthquake faults.  In the event of a major earthquake,
the ultimate impact on the Company, significant suppliers, and the general
infrastructure is unknown, but operating results could be materially affected.
The Company is not insured for losses and interruptions caused by earthquakes.


Acuson, AEGIS, MultiHertz, XP and 128XP are registered trademarks and Aspen,
Convergent, CCD, DELTA, DIMAQ, EF, Sequoia, Solo  and SST are trademarks of
Acuson Corporation.

                                       13
<PAGE>
 
ITEM 2
PROPERTIES

The Company leases its facilities under operating leases.  The principal offices
and manufacturing space are located in Mountain View, California. In addition,
the Company leases manufacturing facilities in Canoga Park, California and State
College, Pennsylvania, and sales and service facilities in various locations in
the United States and abroad. The Company believes its facilities are adequate
for its present needs, in good condition and suitable for their intended uses.


ITEM 3
LEGAL PROCEEDINGS

On October 27, 1994, the Company was sued in Ghent, Belgium, by Cormedica NV, in
connection with the Company's termination of its distributor relationship with
Cormedica.  In the suit, Cormedica seeks indemnities and damages in the amount
of approximately $2.5 million.  The Company intends to defend this suit
vigorously.


ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

                                       14
<PAGE>
 
ITEM 4A

Directors and Executive Officers of the Registrant.  The directors and executive
--------------------------------------------------
officers of the Company and their ages as of March 31, 1997 are as follows:


Name                    Age     Position
----                    ---     --------
Samuel H. Maslak        48      Chairman of the Board and Chief Executive
                                 Officer
Robert J. Gallagher     53      President, Chief Operating Officer and Director
Albert L. Greene        47      Director
Karl H. Johannsmeier    68      Director
Alan C. Mendelson       49      Director
Daniel R. Dugan         42      Senior Vice President, Worldwide Sales,
                                 Service and Marketing
Bradford C. Anker       51      Vice President, Manufacturing
Charles H. Dearborn     44      Vice President, Secretary and General
                                 Counsel
Stephen T. Johnson      53      Vice President, Chief Financial Officer
L. Thomas Morse         53      Vice President, Corporate Controller
William C. Varley       47      Vice President, Cardiology Business Operations


Samuel H. Maslak co-founded the Company in September 1981, and has been a Chief
Executive Officer and a director since that date. He was President of the
Company from September 1981 until May 1995. He was appointed Chairman of the
Board in May 1995.

Robert J. Gallagher joined Acuson in January 1983 as Vice President, Finance and
Chief Financial Officer.  Mr. Gallagher became Executive Vice President in March
1991, Chief Operating Officer in January 1994 and was elected a director and
President of the Company in May 1995.

Albert L. Greene became a director of the Company in March 1995.  Mr. Greene
served as the President and Chief Executive Officer of Alta Bates Medical Center
in Berkeley, California from May 1990 until February 1996 and has been President
of Alta Bates Health System since February 1996.  He is a member of the American
College of Healthcare Executives, the American Hospital Association, the Alta
Bates Medical Center Board of Trustees, the Alta Bates Health System Board of
Directors, and other hospital associations.

Karl H. Johannsmeier served as a director of the Company from September 1981 to
May 1994 and has also served as a director from March 1995 to the present.  He
founded Optimetrix Corporation, a semiconductor processing equipment company,
where he served as President and Chief Executive Officer from 1976 to 1981 and
as Chairman of the Board of Directors from 1976 to 1984.  Optimetrix Corporation
was acquired by Eaton Corporation in 1982. Mr. Johannsmeier has been a private
investor over the last twenty years.

Alan C. Mendelson became a director of the Company in March 1995.  Mr. Mendelson
has been a partner in the law firm of Cooley Godward LLP since January 1980 and
has been the Managing Partner of its Palo Alto office since November 1996.  Mr.
Mendelson also served as Managing Partner between May 1990 and March 1995.  Mr.
Mendelson was Acting General Counsel of Cadence Design Systems, Inc., an
electronic design automation software company, from November 1995 until June
1996.  Mr. Mendelson is also a director of Isis Pharmaceuticals, Inc., a
biopharmaceutical company, CoCensys, Inc., a biopharmaceutical company, and
Elexsys International, Inc., a manufacturer of interconnect products used in
advanced electronic equipment.

                                       15
<PAGE>
 
Daniel R. Dugan joined the Company in 1984 as Western Regional Sales Manager,
became National Sales Manager in October 1988 and Director, North American Sales
in August 1989.  From November 1989 through April 1991, he was Vice President of
Ultrasound Business Operations at Toshiba America Medical Systems, Inc.  In
April 1991, Mr. Dugan rejoined Acuson as Vice President, Field Operations.  He
became Senior Vice President, Worldwide Sales, Service and Marketing in February
1994.

Bradford C. Anker joined the Company in December 1983 and has served as Vice
President, Manufacturing since that date.

Charles H. Dearborn joined the Company in October 1988 and has served as General
Counsel since that date.  He was elected Secretary of the Company in February
1991 and Vice President in February 1995.

Stephen T. Johnson joined the Company in February 1986 as Treasurer and became
Vice President, Treasurer in March 1989.  In January 1994, he became Chief
Financial Officer.

L. Thomas Morse joined the Company in July 1983 and has served as Corporate
Controller since that date.  He was elected an officer of the Company in March
1989 and Vice President, Corporate Controller in February 1991.

William C. Varley joined Acuson in August 1988 as Cardiology Marketing Manager,
became Director of Marketing in January 1989, Vice President, Marketing in March
1991 and Vice President, Cardiology Business Operations in June 1994.

                                       16
<PAGE>
 
PART II
ITEM 5
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information required by Item 5 of Form 10-K is incorporated by reference to
the information contained in the section captioned "Market for Registrant's
Common Equity and Related Stockholder Matters" in the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1996 (the "1996 Annual
Report").


ITEM 6
SELECTED CONSOLIDATED FINANCIAL DATA

The information required by Item 6 of Form 10-K is incorporated by reference to
the information contained in the section captioned "Selected Consolidated
Financial Data" in the Company's 1996 Annual Report.


ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The information required by Item 7 of Form 10-K is incorporated by reference to
the information contained in the section captioned "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's 1996
Annual Report.


ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 of Form 10-K is incorporated by reference to
the consolidated financial statements and notes thereto, and to the section
captioned "Quarterly Data" in the Company's 1996 Annual Report.


ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                                       17
<PAGE>
 
With the exception of the information specifically incorporated by reference
from the 1996 Annual Report in Part II of this Form 10-K, the Company's 1996
Annual Report is not to be deemed filed as part of this Form 10-K.


PART III
ITEM 10
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors.  The information required by Item 10 of Form 10-K with respect to
---------
directors is incorporated by reference to the information contained in the
sections captioned "Nomination and Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Registrant's definitive Proxy
Statement for the Annual Meeting of Stockholders to be held on May 20, 1997 (the
"Proxy Statement").

Executive Officers.  See page 15 of this Form 10-K.
-------------------

ITEM 11
EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K is incorporated by reference to
the information contained in the sections captioned "Compensation of Directors
and Executive Officers," "Options Granted to Executive Officers," "Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values," and
"Compensation Committee Interlocks and Insider Participation" in the Proxy
Statement.


ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by Item 12 of Form 10-K is incorporated by reference to
the information contained in the section captioned "Share Ownership of
Directors, Executive Officers and Certain Beneficial Owners" in the Proxy
Statement.


ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 of Form 10-K is incorporated by reference to
the information contained in the section captioned "Certain Relationships and
Other Transactions" in the Proxy Statement.

                                       18
<PAGE>
 
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Form 10-K:


    (1) Financial Statements. The following consolidated financial statements
        of Acuson Corporation and Report of Independent Public Accountants are
        incorporated into this Form 10-K Report by reference to the section
        entitled "Financial Contents" of the Company's 1996 Annual Report:


        Consolidated Statements of Operations -- For the Three Years Ended
        December 31, 1996

        Consolidated Balance Sheets -- As of December 31, 1996 and 1995

        Consolidated Statements of Stockholders' Equity -- For the Three Years
        Ended December 31, 1996

        Consolidated Statements of Cash Flows -- For the Three Years Ended
        December 31, 1996

        Notes to Consolidated Financial Statements

        Report of Independent Public Accountants

        Supplementary Information
          Quarterly Data (Unaudited)

    (2) Financial Statement Schedules. The following financial statement
        schedule of Acuson Corporation for the three years ended December 31,
        1996 is filed as part of this Form 10-K:

                                                                 Page

        Report of Independent Public Accountants on 
        Valuation and Qualifying Accounts Schedule               S-1

        Valuation and Qualifying Accounts For The 
        Three Years Ended December 31, 1996 (Schedule II)        S-2

        All other schedules are omitted because they are not applicable or the
        required information is shown in the consolidated financial statements
        or notes incorporated herein by reference to the Company's 1996 Annual
        Report.

                                       19
<PAGE>
 
(3)Exhibits.  The following Exhibits are filed as part of, or incorporated by
   reference into, this Form 10-K:

   3.1   Restated Certificate of Incorporation, as amended         *
         (Exhibit 3.8)

   3.2   Bylaws as amended (Exhibit 3.1)                           @@@

   4.1   Rights Agreement, dated as of May 5, 1988, between        ***
         Acuson Corporation and The First National Bank of 
         Boston, as Rights Agent (Exhibit 1)

  10.1   The Company's 401(k) Plan, as amended (Exhibit 10.1)      ****(1)

  10.2   The Company's 1986 Employee Stock Purchase Plan 
         (the "1986 Purchase Plan"), as amended (Exhibit 10.2)     /(1)
  
  10.3   Form of Employee Stock Purchase Agreement to be used      *(1)
         under the 1986 Purchase Plan (Exhibit 10.5)            

  10.4   The Company's 1982 Incentive Stock Option Plan, as        /(1)
         amended (Exhibit 10.4)

  10.5   Form of Incentive Stock Option and related exercise       **(1)
         documents (Exhibit 10.5)

  10.6   The Company's 1986 Supplemental Stock Option Plan, as     /(1)
         amended (Exhibit 10.6)
  
  10.7   Form of Supplemental Stock Option (Exhibit 10.7)          /(1)

  10.8   Series A Preferred Stock Purchase Agreement, dated 
         January 6, 1982, between the Company and the 
         Purchasers listed on Schedule A thereto (Exhibit 10.8)    *

  10.9   Series B Preferred Stock Purchase Agreement, dated        *
         March 29, 1983, between the Company and the Purchasers 
         listed on Schedule A thereto (Exhibit 10.9)

  10.10  Series C Convertible Preferred Stock Purchase Agreement,  *
         dated March 30, 1984, between the Company and the 
         Purchasers listed on Exhibit A thereto (Exhibit 10.10)

  10.11  Lease of office space, dated May 15, 1990, between        ++
         Shoreline Investments III and the Company (Exhibit 19.1)

  10.12  Lease of office space, dated May 15, 1990, between        ++
         Shoreline Investments III and the Company (Exhibit 19.2)

  10.13  Lease of office space, dated May 15, 1990, between        ++
         Shoreline Investments III and the Company (Exhibit 19.3)

  10.14  Lease of office space, dated May 15, 1990, between        ++
         Shoreline Investments VI and the Company (Exhibit 19.4)

  10.15  Lease of office space, dated May 15, 1990, between        ++
         Shoreline Investments V and the Company (Exhibit 19.5)

  10.16  Lease of office space, dated May 15, 1990, between        ++
         Shoreline Investments VI and the Company (Exhibit 19.6)
 
  10.17  Lease of office space, dated May 15, 1990, between        ++
         Shoreline Investments VI and the Company (Exhibit 19.7)

  10.18  Lease of office space, dated May 15, 1990, between        ++
         Shoreline Investments VII and the Company (Exhibit 19.8)

                                       20
<PAGE>
 
   10.19 The Company's 1991 Stock Incentive Plan (Exhibit 19.1)    +++(1)

   10.20 Form of the Company's Supplemental and Non-Employee       /(1)
         Director Supplemental Options under the 1991 Stock 
         Incentive Plan and related exercise documents as amended 
         (Exhibit 10.23) 

   10.21 Non-Negotiable Secured Promissory Note, dated August 8,   ++++(1)
         1991, of Daniel R. Dugan (Exhibit 19.1)

   10.22 Second Deed of Trust, dated August 8, 1991, between       ++++
         Daniel R. Dugan and First American Title Insurance 
         Company, as Trustee (Exhibit 19.2)

   10.23 Lease of office space, dated July 31, 1991, between       ++++
         Shoreline Investments V and the Company (Exhibit 19.3)

   10.24 First Amendment to the Company's 401(k) Plan 
         (Exhibit 10.31)                                           #(1)   
 
   10.25 Lease of office space, dated January 31, 1992,            ##
         between Shoreline Investments V and the Company 
         (Exhibit 19.1)

   10.26 Officers' Bonus Plan (Exhibit 10.30)                      ####(1)

   10.27 Form of Amendment Number 1 to Supplemental Stock Option   ////(1)
         Terms Under the Company's 1986 Supplemental Stock Plan 
         and 1991 Stock Incentive Plan (Exhibit 10.1)

   10.30 Form of Supplemental Stock Option Terms Under the         ////(1)
         Company's 1991 Stock Incentive Plan (Exhibit 10.2)

   10.31 Credit Agreement between Acuson Corporation and the       @@
         First National Bank of Boston, as Agent, dated July 2, 
         1992 as amended, dated April 14, 1995 (Exhibit 10.1)

   10.32 The Company's 1995 Employee Stock Purchase Plan           @@@(1)
         (Exhibit 10.1)                                           

   10.33 The Company's 1995 Stock Incentive Plan, as               &(1)
         amended (Exhibit 10.1)

   11.1  Statement regarding computation of per share earnings     /
         for the fiscal year ended December 31, 1993 
         (Exhibit 11.2)

   11.2  Statement regarding computation of per share earnings     //
         for the fiscal period ended April 2, 1994 (Exhibit 11.1)

   11.3  Statement regarding computation of per share earnings     ///
         for the fiscal period ended July 2, 1994 (Exhibit 11.1)

   11.4  Statement regarding computation of per share earnings     ////
         for the fiscal period ended October 1, 1994 
         (Exhibit 11.1)

   11.5  Statement regarding computation of per share earnings    @
         for the fiscal year ended December 31, 1994 
         (Exhibit 11.6)

   11.6  Statement regarding computation of per share earnings    @@
         for the fiscal period ended April 1, 1995 (Exhibit 11.1)

   13.1  The portion of the Annual Report to security holders 
         for the fiscal year ended December 31, 1996, which is 
         incorporated by reference.

   21.1  Subsidiaries of Registrant

   23.1  Consent of Independent Public Accountants

   27.1  Financial Data Schedule for the year ended December 31, 1996

                                       21
<PAGE>
 
(b)     The Registrant filed a report on Form 8-K on October 28, 1996,
        containing information in response to Item 5, "Other Events."

   *    Incorporated by reference to the indicated exhibit in the Company's
        Registration Statement on Form S-1 (File No. 33-7838), as amended.

  **    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-K Annual Report for the fiscal year ended December 31, 1987.

 ***    Incorporated by reference to the indicated exhibit in the Company's
        Form 8-K dated May 5, 1988.

****    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-K Annual Report for the fiscal year ended December 31, 1990.

   +    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-K Annual Report for the fiscal year ended December 31, 1989.

  ++    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-Q Quarterly Report for the quarterly period ended June 30,
        1990.

 +++    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-Q Quarterly Report for the quarterly period ended June 29,
        1991.

++++    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-Q Quarterly Report for the quarterly period ended September
        28, 1991.

   #    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-K Annual Report for the fiscal year ended December 31, 1991.

  ##    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-Q Quarterly Report for the quarterly period ended March 28,
        1992.

 ###    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-Q Quarterly Report for the quarterly period ended September
        26, 1992. 

####    Incorporated by reference to the indicated exhibit in the Company's
        Form 10-K Annual Report for the fiscal year ended December 31,
        1992.

   /    Incorporated by reference to the indicated exhibit in the Company's Form
        10-K Annual Report for the fiscal year ended December 31, 1993.

  //    Incorporated by reference to the indicated exhibit in the Company's 
        Form 10-Q Quarterly Report for the quarterly period ended April 2, 
        1994.

 ///    Incorporated by reference to the indicated exhibit in the Company's 
        Form 10-Q Quarterly Report for the quarterly period ended July 2, 1994.

////    Incorporated by reference to the indicated exhibit in the Company's 
        Form 10-Q Quarterly Report for the quarterly period ended October 1, 
        1994.

   @    Incorporated by reference to the indicated exhibit in the Company's 
        Form 10-K Annual Report for the fiscal year ended December 31,
        1994.

                                       22
<PAGE>
 
  @@    Incorporated by reference to the indicated exhibit in the Company's Form
        10-Q Quarterly Report for the quarterly period ended April 1, 1995.

 @@@    Incorporated by reference to the indicated exhibit in the Company's Form
        10-Q Quarterly Report for the quarterly period ended July 1, 1995.

   &    Incorporated by reference to the indicated exhibit in the Company's 
        Form 10-Q Quarterly Report for the quarterly period  ended September 
        28, 1996.

 (1)    Management contract or compensatory plan required to be filed as an 
        exhibit.

                                       23
<PAGE>
 
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.


                                ACUSON CORPORATION



March 28, 1997                  By /s/ Samuel H. Maslak               
                                   ------------------------------------
                                       Samuel H. Maslak
                                       Chairman and Chief Executive Officer


March 28, 1997                  By /s/ Robert J. Gallagher             
                                   ------------------------------------   
                                       Robert J. Gallagher
                                       President and Chief Operating Officer


March 28, 1997                  By /s/ Stephen T. Johnson              
                                   ------------------------------------        
                                       Stephen T. Johnson
                                       Vice President, Chief 
                                        Financial Officer (Principal Financial 
                                        and Accounting Officer)

                                       24
<PAGE>
 
SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

     Signature                       Title                       Date
--------------------------------------------------------------------------------

/s/ Samuel H. Maslak        Chairman and Chief Executive        March 28, 1997
------------------------     Officer 
(Samuel H. Maslak)          


/s/ Robert J. Gallagher     President, Chief Operating Officer  March 28, 1997
------------------------     and Director 
(Robert J. Gallagher)       


/s/Stephen T. Johnson       Vice President, Chief Financial     March 28, 1997
------------------------     Officer(Principal Financial 
(Stephen T. Johnson)         Officer and Accounting Officer) 
                            


/s/ Albert L. Greene        Director                            March 28, 1997
------------------------
(Albert L. Greene)


/s/ Karl H. Johannsmeier    Director                            March 28, 1997
------------------------
(Karl H. Johannsmeier)


/s/ Alan C. Mendelson       Director                            March 28, 1997
------------------------
(Alan C. Mendelson)


                                       25
<PAGE>
 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE


We have audited in accordance with generally accepted auditing standards, the
financial statements included in Acuson Corporation's Annual Report to
Shareholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated January 31, 1997.  Our audit was made for the purpose of
forming an opinion on those statements taken as a whole.  The schedule listed at
Part IV, Item 14(a)(2) is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements.  This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.



/s/ Arthur Andersen LLP



San Jose, California
January 31, 1997


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<PAGE>
 
ACUSON CORPORATION                                                   SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1996
(In thousands)



                            Balance at Charged to             Balance at   
                            Beginning  Costs and                 End
                            of Period   Expenses   Write-Offs  of Period
                            ---------- ----------  ---------- ----------
Allowance for doubtful 
accounts:     
  Year ended:          
        December  31, 1994      $2,844    $   597     $    (9)    $3,432
        December  31, 1995      $3,432    $  (175)    $  (259)    $2,998
        December  31, 1996      $2,998    $   442     $  (472)    $2,968 

Accrued warranty:      
  Year ended:          
        December  31, 1994      $3,287    $ 7,949     $(6,761)    $4,475
        December  31, 1995      $4,475    $ 8,146     $(8,181)    $4,440
        December  31, 1996      $4,440    $ 9,526     $(7,942)    $6,024


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