<PAGE>
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                                 UNITED STATES
 
                       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 [FEE REQUIRED]
 
                    For the fiscal year ended June 30, 1997
 
                                       OR
 
  / /       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
                         For the Transition period from
                               -------------- to
                                 --------------
                         Commission file number 1-12825
 
                           MORTON INTERNATIONAL, INC.
 
<TABLE>
<S>                                       <C>
 Incorporated in the State of Indiana          IRS Employer Identification
                                                      No. 36-4140798
</TABLE>
 
                             Principal Executive Offices:
 
            100 North Riverside Plaza, Chicago, Illinois 60606-1596
                        Telephone Number: (312) 807-2000
 
Securities registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<CAPTION>
                                                NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS                 ON WHICH REGISTERED
        ------------------------------        --------------------------
        <S>                                   <C>
           Common Stock, par value             New York Stock Exchange
               $1.00 per share                  Chicago Stock Exchange
 
         Common Stock Purchase Rights          New York Stock Exchange
                                                Chicago Stock Exchange
</TABLE>
 
Securities registered pursuant to Section 12(g) of the Act: NONE
 
    Indicate  by check  mark whether  the Registrant  (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during  the preceding  12  months (or  for  such shorter  period  that the
Registrant was required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days. YES _X_ NO ____
 
    Indicate  by check mark if disclosure  of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge, in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
 
    Aggregate  market value of registrant's voting stock held by non-affiliates,
based  upon  the   closing  price  of   said  stock  on   the  New  York   Stock
Exchange-Composite  Transaction Listing on  August 29, 1997  ($33.25 per share):
$4,484,412,338.
 
    Number of  shares  of  Common  Stock outstanding  as  of  August  29,  1997:
135,547,313
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    1.  Portions of Annual Report to Shareholders for the fiscal year ended June
30, 1997: Parts I, II and IV.
 
    2. Portions of definitive  Proxy Statement dated  September 11, 1997:  Parts
III and IV.
 
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<PAGE>
                                     PART I
 
ITEM 1.   BUSINESS*
 
DEVELOPMENTS DURING FISCAL 1997
 
    Effective   April  30,  1997,  Morton  International,  Inc.  ("Old  Morton")
contributed its  salt and  specialty  chemicals businesses  to a  newly  created
subsidiary,  New Morton International, Inc.  ("New Morton"), all the outstanding
common stock  of which  was then  spun off  on a  share-for-share basis  to  the
shareholders  of Old Morton. Immediately thereafter, New Morton's corporate name
was changed  to Morton  International, Inc.  ("the Company"),  and Old  Morton's
automotive  safety products business was combined with the businesses of Autoliv
AB, a  Swedish corporation,  through the  formation of  a new  Delaware  holding
corporation, Autoliv, Inc.
 
    Since  the foregoing transactions,  the Company and  Autoliv, Inc. have been
independent publicly  owned  companies.  Refer  to  the  Spinoff  and  Basis  of
Presentation  footnote in the Company's Annual Report to Shareholders for fiscal
1997 for  a more  detailed discussion  of these  transactions and  the basis  of
accounting for continuing and discontinued operations.
 
    Also  during fiscal 1997, the Company  acquired French-based Salins du Midi,
the largest merchant salt producer in Europe (see "Salt"); 90% of  Italian-based
Pulverlac  S.p.A.,  a  leader  in the  European  powder  coatings  industry (see
"Coatings"); and a manufacturing plant in Singapore purchased from Zeneca Resins
(see "Adhesives & Chemical Specialties").
 
BUSINESS SEGMENTS
 
    The Company operates in two business segments: Specialty Chemicals and Salt,
manufacturing and marketing a wide range of products for industrial and consumer
use  in  the   United  States  ("U.S.")   and  internationally.  The   Company's
international  business  is  subject  to those  risks  inherent  in  carrying on
business  outside  of  the  U.S.,  including  currency  fluctuations,   possible
nationalization,  expropriation, price controls  or other restrictive government
action.
 
                              SPECIALTY CHEMICALS
 
    The  Specialty  Chemicals  segment  manufactures  a  wide  variety  of  high
technology  and  specialized  chemical  products  for  a  multitude  of customer
applications. It conducts  chemical operations  directly and  through direct  or
indirect   subsidiaries  and  joint  venture  arrangements.  Specialty  chemical
products are marketed throughout the world directly to customers and  indirectly
through  distributors and agents. Although Western  Europe and North America are
the major geographic  markets served, activity  in other parts  of the world  is
growing. The three Specialty Chemicals groups are described below.
 
------------------------
 
*     THIS  FORM 10-K  CONTAINS STATEMENTS  WHICH ARE  NOT HISTORICAL  FACTS BUT
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE
THE COMPANY'S RESULTS TO DIFFER MATERIALLY FROM WHAT IS PROJECTED, INCLUDING THE
FOLLOWING: HIGHER  RAW  MATERIAL  COSTS  OR OTHER  EXPENSES;  A  MAJOR  LOSS  OF
CUSTOMERS;  INCREASED COMPETITIVE PRICING PRESSURE  ON THE COMPANY'S BUSINESSES;
FAILURE TO DEVELOP OR COMMERCIALIZE  SUCCESSFULLY NEW PRODUCTS OR  TECHNOLOGIES;
THE  OUTCOME  OF PENDING  AND  FUTURE LITIGATION  AND  GOVERNMENTAL PROCEEDINGS;
CHANGES IN LAWS AND REGULATIONS,  INCLUDING ENVIRONMENTAL; PLANT DISRUPTIONS  OR
SHUTDOWNS  DUE TO ACCIDENTS, NATURAL  ACTS OR GOVERNMENTAL ACTION; UNANTICIPATED
WEATHER CONDITIONS; PRODUCT SPILLS OR  LIABILITY ISSUES; AND OTHER  DIFFICULTIES
IN  IMPROVING  MARGINS  OR  FINANCIAL PERFORMANCE.  IN  ADDITION,  THE COMPANY'S
FORWARD-LOOKING STATEMENTS  COULD BE  AFFECTED BY  GENERAL INDUSTRY  AND  MARKET
CONDITIONS  AND  GROWTH  RATES,  GENERAL  DOMESTIC  AND  INTERNATIONAL  ECONOMIC
CONDITIONS INCLUDING CURRENCY EXCHANGE RATE FLUCTUATIONS AND OTHER FACTORS.  THE
COMPANY  UNDERTAKES  NO  OBLIGATION  TO  UPDATE  PUBLICLY  ANY  FORWARD- LOOKING
STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION OR FUTURE EVENTS.
 
                                       1
<PAGE>
ITEM 1.   BUSINESS*--(Continued)
ADHESIVES & CHEMICAL SPECIALTIES
 
    A major  product  line  for  this  group  is  adhesives  used  for  flexible
packaging,   extrudable  specialties  and  industrial  applications.  Laminating
adhesives are used  primarily in food  packaging to bond  paper, film, or  foil.
Extrudable specialty products are used in the coextrusion process to manufacture
multi-layer  plastic film, sheet and bottles.  Industrial adhesives are used for
bonding  rigid  substrates,  such  as  rubber   to  metal  or  panels  used   in
construction.
 
    In addition, this group manufactures liquid dyes to color petroleum products
for  identification  purposes  and  other dyes  and  coloring  products  used in
printing and writing inks; sodium borohydride, a reducing agent used principally
as a bleaching chemical in paper manufacturing; polysulfide polymers used in the
production of sealants, rubber  products, coatings and  solid rocket fuel;  heat
stabilizers and lubricants used in rigid polyvinyl chloride ("PVC") applications
in  the  construction  industry,  principally for  pipe  and  siding; industrial
biocides for the protection of plastic products; and metalorganics used in solar
cells of satellites,  high-speed chips  for cellular  phones and  light-emitting
diodes for commercial lighting.
 
    Other  major product lines manufactured  by this group include thermoplastic
polyurethanes,  water-based   polymers,  and   automotive  adhesives.   Advanced
Materials,  a  subsidiary,  employs  the chemical  vapor  deposition  process to
manufacture crystalline  substrates  for  lenses  used  in  lasers  and  optical
devices; as well as silicon carbide for semiconductor processing equipment, wear
parts, reflective optics and computer hard drive heads and disks.
 
    The purchase of a manufacturing plant in Singapore is intended to expand the
Company's  water-based polymers  and flexible packaging  adhesives businesses in
Southeast Asia.
 
COATINGS
 
    This group manufactures and markets  a wide range of automotive,  commercial
and  industrial  coatings  products,  including  customized  performance  liquid
coatings, principally  used  on  plastic  components  and  parts  in  automotive
markets;  protective and decorative powder coatings employed on metal substrates
in commercial  and automotive  markets; coil  coatings, extrusion  coatings  and
other  general  industrial  coatings  for  application  to  aluminum  and  steel
substrates; and conventional and durable  highway marking coatings products  and
application equipment.
 
    The  acquisition of Pulverlac S.p.A. provides  the Company an opportunity to
expand its powder  coatings business worldwide.  Headquartered in Desenzano  del
Garda,  Italy, Pulverlac manufactures powder coatings  at its facility in Romano
d'Ezzelino, Italy. The company operates  twenty-five sales offices exporting  to
countries in Europe, the Middle East, South America and Southeast Asia.
 
ELECTRONIC MATERIALS
 
    This  group manufactures  chemicals for the  electronics market, principally
dry film photoresists sold  to printed circuit board  manufacturers and used  to
create  circuit patterns  on copper-clad  laminate by  means of  a photo-imaging
process. Electronic Materials also makes both dry film and liquid photoimageable
solder masks to  protect finished circuit  boards, as  well as a  broad line  of
ancillary process chemicals and equipment.
 
                                      SALT
 
    The  Company's Salt segment produces and sells salt, principally in the U.S.
and Canada, under (respectively)  the MORTON and  WINDSOR trademarks, for  human
and  animal consumption, water conditioning and  highway ice control, as well as
for industrial  and chemical  uses. Sales  are made  through the  Company  sales
force, as well as through independent distributors, agents and brokers.
 
                                       2
<PAGE>
ITEM 1.   BUSINESS*--(Continued)
    Table  salt is sold  under the MORTON  and WINDSOR brands  and under private
labels. Sales of MORTON brand table salt in the U.S. are approximately equal  to
the  aggregate sales of  all other table  salts. Salt for  water conditioning is
sold principally for residential use and, to a lesser extent, for municipal  and
industrial  use. Salt is also sold for use  in food and meat processing and in a
wide variety  of chemical  applications. Salt  for ice  control on  streets  and
highways  is sold  primarily to  government agencies,  with some  being sold for
domestic use under the SAFE-T-SALT brand.
 
    With the acquisition of Salins du Midi, Morton now has a strong presence  in
Europe.  Salins du Midi's LA  BALEINE consumer salt brand  has a recognition and
reputation in France comparable  to Morton in the  United States and Windsor  in
Canada. Salins du Midi also has strong market positions in Italy and Spain.
 
    Headquartered   in  Paris,  Salins  du  Midi  supplies  salt  for  food  and
agricultural products, water treatment, de-icing and industrial applications. It
produces and processes solar, rock and vacuum-processed salt at sites in  France
and Spain, and processes salt in Italy.
 
COMPETITION
 
    The  majority  of  the  Specialty  Chemicals  segment's  business  is highly
competitive. The Company is the market leader  in most of its product lines  and
is subject to significant competition from other manufacturers around the globe.
Principal  methods  of  competition include  technical  service  for specialized
customer requirements, price and quality.
 
    All areas  in  which  the  Salt segment  operates  are  highly  competitive.
Although  the Company is a  major factor in the  salt industry, its market share
varies widely,  depending  on  the  geographic area  and  the  type  of  product
involved.  This segment uses  price, quality, service,  product performance, and
technical, advertising  and  promotional support  as  its principal  methods  of
competition.
 
RESEARCH AND DEVELOPMENT
 
    Expenses incurred for research and development activities related to Company
businesses  were $58.8 million, $60.2 million and $58.1 million for fiscal 1997,
1996 and 1995, respectively.
 
ENVIRONMENTAL PROTECTION
 
    Federal, state and local environmental  laws and regulations are  increasing
in  number,  complexity and  stringency. Public  perception  of risk  to health,
safety  and  the  environment  has  become  a  driving  force  behind  many  new
regulations.  It is the Company's policy  to comply with these requirements, and
the Company  believes that  as  a general  matter  its policies,  practices  and
procedures  are properly designed to  prevent unreasonable risk of environmental
damage, and of resulting financial liability, in connection with its businesses.
Some risk of environmental damage is, however, inherent in particular operations
and products of the Company,  as it is with  other companies engaged in  similar
businesses.  In addition, some risk of  financial liability can result from rare
instances of aberrant  environmental conduct  at the  plant level.  See Item  3,
Legal Proceedings, EPA INQUIRY--MOSS POINT PLANT, below.
 
    The  Company is and has  been engaged in the  handling, manufacture, use and
disposal of many substances which are classified as hazardous or toxic by one or
more regulatory agencies. The Company  believes that its handling,  manufacture,
use  and  disposal  of  such  substances  have  generally  been  in  accord with
environmental laws  and  regulations.  It  is  possible,  however,  that  future
knowledge   or  other  developments,  such  as  improved  capability  to  detect
substances in  the  environment,  increasingly  strict  environmental  laws  and
standards  and enforcement  policies thereunder,  could bring  into question the
Company's handling, manufacture, use or disposal of such substances.
 
                                       3
<PAGE>
ITEM 1.   BUSINESS*--(Continued)
    Among other  environmental  requirements,  the Company  is  subject  to  the
federal  Superfund law, and similar state laws, under which the Company has been
named a  potentially responsible  party and  under which  it may  be liable  for
cleanup  costs associated with  approximately 60 inactive  waste disposal sites.
The Company's cleanup expenditures totaled approximately $3.1 million in  fiscal
1997.  Although,  under some  court interpretations  of these  laws, there  is a
possibility  that  a  responsible  party  might  have  to  bear  more  than  its
proportional  share of the cleanup  costs if it is  unable to obtain appropriate
contribution from other  responsible parties, the  Company has not  had to  bear
significantly  more than its proportional share, taken as a whole, in multiparty
situations.
 
    Although the level of future  expenditures for environmental matters  cannot
be  determined with any degree of certainty,  based on the facts presently known
to it, management does not believe that  such costs will have a material  effect
on the Company's financial position, results of operations or liquidity. Capital
expenditures  related to environmental matters were $5.5 million for fiscal 1997
and are estimated at $9.9 million for fiscal 1998.
 
EMPLOYEES
 
    The number of employees for continuing operations of the Company at June 30,
1997 was approximately 10,500, compared to 8,700 at June 30, 1996.
 
RAW MATERIALS
 
    The Company's businesses use many raw materials in the manufacture of  their
products,  nearly all of  which are generally  available from a  large number of
qualified suppliers.  Peaks  in worldwide  demand  have  had an  impact  on  raw
material  costs  and  availability,  particularly with  single  or  sole sourced
supplies. The Company's businesses, however, have not experienced significant or
long-term difficulty in obtaining raw materials.
 
SEASONALITY; BACKLOG
 
    Sales of highway ice control salt  are quite seasonal, and vary with  winter
weather conditions in areas where that product is used. In keeping with industry
practice,  ice control salt  is stockpiled both  by the Salt  segment and by its
customers in sufficient quantities to  meet estimated requirements for the  next
season.
 
    Sales  of  products  by  the  Specialty  Chemicals  segment  do  not exhibit
significant seasonal  fluctuations.  There  are  no  material  backlogs  in  the
Company's businesses.
 
PATENTS AND TRADEMARKS
 
    The  Company's  businesses  conduct comprehensive  research  and development
programs to enable them to maintain their competitive position. The Company owns
approximately 1,740  U.S. and  foreign patents,  which expire  on varying  dates
through the year 2017.
 
    The  Company's businesses  are engaged in  research and  development and own
patents and patent applications in the fields of photochemicals for the  printed
circuit board industry, sodium borohydride reducing and bleach generating agents
and  other  products, industrial  biocides,  heat stabilizers  for  PVC, asphalt
additives, chemically vapor deposited lenses, polysulfide polymers, sealants and
other polymers, specialty and powder  coatings, adhesives, dyes, salt and  brine
products.  The Company  believes that its  present commercial  position in these
fields is enhanced by the  patents it owns as  well as the technical  expertise,
know-how, and trade secrets it has developed.
 
    The  Company  has  about 1,900  U.S.  and foreign  trademarks  and trademark
applications which are generally renewable while the marks remain in use.
 
                                       4
<PAGE>
ITEM 1.   BUSINESS*--(Continued)
CUSTOMERS
 
    Neither the  Specialty Chemicals  nor Salt  segments is  dependent upon  any
single  customer, or any single group of customers, the loss of any one of which
would have a material adverse effect on such business segment.
 
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
 
    Financial information about industry segments for the three fiscal years  in
the  period ended June 30,  1997 is included on page  38 of the Company's Annual
Report to Shareholders for fiscal 1997, and is incorporated herein by reference.
 
ITEM 2.   PROPERTIES
 
    The Company  leases its  corporate headquarters  in Chicago,  Illinois.  The
principal  properties of  its business  segments include  manufacturing, mining,
office, research and  warehousing facilities, most  of which are  owned and  the
remainder leased, at the following domestic and foreign locations:
 
<TABLE>
<CAPTION>
                                                    UNITED   WESTERN
                                                    STATES   EUROPE    CANADA   JAPAN   OTHER   TOTAL
                                                    ------   -------   ------   -----   -----   -----
<S>                                                 <C>      <C>       <C>      <C>     <C>     <C>
SPECIALTY CHEMICALS
 
  ADHESIVES & CHEMICAL SPECIALTIES GROUP..........    17       14         1       2       3      37
 
  COATINGS GROUP..................................    17        4         1       1       2      25
 
  ELECTRONIC MATERIALS GROUP......................     3        5       --        1       4      13
 
SALT..............................................    14        9         7     --        3      33
</TABLE>
 
    The  Company considers  its facilities to  be generally  well maintained and
suitably equipped in accordance  with the requirements of  each of its  business
segments.
 
    With  respect to the  Salt Group, total  salt production in  fiscal 1997 was
approximately 12.2 million tons.
 
    Rock salt and brine  well reserves vary, but  all salt production  locations
have  sufficient reserves to satisfy anticipated production requirements for the
foreseeable future. Salt reserves for solar evaporation facilities are  regarded
as unlimited.
 
ITEM 3.   LEGAL PROCEEDINGS
 
LITIGATION AND REGULATION
 
    NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION V. VENTRON CORPORATION, ET
AL., SUPERIOR COURT OF BERGEN COUNTY, NEW JERSEY, FILED ON MARCH 31, 1976. After
a  trial in 1979 and  unsuccessful appeals to the  Appellate Division and to the
Supreme Court of New Jersey, Ventron Corporation (a corporate predecessor of the
Company) and its co-defendant,  Velsicol Chemical Corporation ("Velsicol")  were
each  held jointly and severally liable for the cost of remediation necessary to
correct mercury-related environmental problems associated with a former  mercury
processing  plant located adjacent  to Berry's Creek  in Wood-Ridge, New Jersey.
Subsequent to the liability  holding, the Company, Velsicol  and the New  Jersey
Department of Environmental Protection ("NJDEP") entered into a judicial consent
order under which the Company and Velsicol agreed, subject to certain conditions
and  limitations,  to share  the  costs of  technical  studies to  determine the
appropriate  remedy  for  environmental  problems  associated  with  the  former
Wood-Ridge  operation.  Under the  terms of  the  judicial consent  order, NJDEP
authorized   the    Company    and    Velsicol    to    perform    a    remedial
investigation\feasibility  study ("RI\FS") of  the Wood-Ridge plant  site with a
separate and coordinated basin-wide, multi-party approach to be taken to address
the
 
                                       5
<PAGE>
ITEM 3.   LEGAL PROCEEDINGS--(Continued)
multiple sources of contamination  in Berry's Creek.  The Wood-Ridge plant  site
RI\FS  began in  early fiscal  1997, and is  scheduled to  take approximately 42
months to  complete.  The  Berry's Creek  RI\FS  is  expected to  proceed  on  a
timetable  yet to be  determined. Because of the  absence of site-specific data,
the unique nature of  mercury plant wastes, and  the complex characteristics  of
the Wood-Ridge plant site and Berry's Creek, no reliable estimate can be made of
the  Company's liability (or range of  exposure) until information sufficient to
permit such  determination  is available  from  the investigations  and  studies
referred  to above.  The Company's ultimate  exposure will also  depend upon the
continued participation  of Velsicol  and  on the  results  of both  formal  and
informal   attempts   to  spread   liability   to  others   believed   to  share
responsibility. In this vein, the Company and Velsicol filed suit in the  United
States District Court for the District of New Jersey in July, 1996 alleging that
the  defendants were additionally responsible at least  in part for the costs of
technical studies  and any  remedial actions  that may  be required.  Defendants
currently  number more than 80 and are present and former owners or operators of
neighboring   industrial   facilities   and   waste   disposal   sites,   former
toll-processing  customers of  the mercury plant,  and others  believed to share
responsibility  for  environmental  problems  attributed  to  the  Company   and
Velsicol.  With respect to Berry's Creek, it is also anticipated that New Jersey
authorities will  employ  administrative  enforcement  mechanisms  to  influence
potentially responsible parties to join in a coordinated, basin-wide multi-party
RI\FS.  The Company  is not entitled  to indemnity under  insurance policies for
environmental cleanup  and  related expenses  resulting  from operation  of  the
Wood-Ridge mercury plant.
 
    EPA  INQUIRY--MOSS POINT  PLANT. In  April, 1996  U.S. EPA  Region 4 ("EPA")
notified the Company that irregularities had been discovered in water  discharge
monitoring  reports  ("DMRs") filed  by  the Company's  Moss  Point, Mississippi
chemicals plant  for the  months of  January  and March,  1995, and  in  related
internal  summary  reports for  February, 1995.  An  outside law  firm specially
retained by the Company confirmed that  DMRs and supporting information for  the
January-March,  1995  period had  in fact  been  falsified, to  misrepresent the
results of testing  performed by an  outside laboratory on  samples of  effluent
discharged  by the  plant pursuant to  its NPDES  permit. Similar falsifications
were discovered that occurred both before and after that period. Other  possible
environmental  violations  at  Moss  Point  were  discovered  during  the review
process, each  of  which has  been  investigated  through an  expansion  of  the
original  investigation.  The  Company  is  cooperating  with  the  EPA  and the
Mississippi state agency,  both of which  it has kept  informed on a  continuing
basis.  The plant's  environmental coordinator, who  admitted responsibility for
the falsifications, was discharged.  As a result of  the foregoing, the  Company
may  be exposed to fines, penalties and  remedial expenses, the amounts of which
cannot presently  be  determined.  No  administrative  or  judicial  enforcement
proceedings  have been instituted  but the Company has  been served with federal
grand jury subpoenas seeking documents  related to wastewater discharge at  Moss
Point and has furnished the requested documents.
 
    MISCELLANEOUS.  The Company  is involved in  a number  of additional pending
legal and administrative proceedings which are not expected, individually or  in
the  aggregate, to  be material to  its business or  financial position. Certain
governmental agencies have authority to  limit or prohibit distribution of  some
of   the  Company's  products  should  they  formally  conclude  that  continued
distribution is unsafe to the population or the environment. There are currently
no challenges pending, the resolution of which would have a material effect upon
the Company's operations.
 
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    On March 11, 1997, New Morton was incorporated as a wholly-owned  subsidiary
of  Old Morton, and on the following dates thereafter took the indicated actions
by means of Consents of its sole shareholder, acting through its duly authorized
Vice President and Secretary:
 
<TABLE>
<S>            <C>
April 24,      Election of  twelve  directors for  staggered  terms ending  at  the
 1997:         Company's annual meetings of shareholders in 1997, 1998 and 1999.
</TABLE>
 
                                       6
<PAGE>
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS--(Continued)
<TABLE>
<S>            <C>
April 24,      Amendment  of Articles  of Incorporation  effective May  1, 1997, to
 1997:         change the Company's corporate name from "New Morton  International,
               Inc." to "Morton International, Inc."
April 29,      Approval of a restatement of the Company's Articles of Incorporation
 1997:         to reflect the above name change.
</TABLE>
 
EXECUTIVE OFFICERS OF THE REGISTRANT (AS REQUIRED BY INSTRUCTION 3. TO ITEM
  401(B) OF REGULATION S-K)
 
    Generally,  officers  are elected  by the  Board of  Directors at  its first
meeting following the  Annual Meeting of  Shareholders, and they  serve for  the
succeeding  year  until the  next such  meeting, or  until their  successors are
elected and qualify.  The next Annual  Meeting of Shareholders  will be held  on
October 23, 1997.
 
    Listed  below  are the  executive officers  of  the Company  as of  the date
hereof:
 
<TABLE>
<CAPTION>
           NAME AND AGE                               *POSITION
-----------------------------------  -------------------------------------------
<S>                                  <C>
S. Jay Stewart (58)................  Chairman  of  the  Board,  Chief  Executive
                                     Officer and Director
 
William E. Johnston (56)...........  President,   Chief  Operating  Officer  and
                                     Director
 
Walter W. Becky II (54)............  Group Vice  President and  President,  Salt
                                     Group
 
Daniel D. Feinberg (54)............  Group   Vice   President   and   President,
                                     Electronic Materials Group
 
James J. Fuerholzer (61)...........  Group   Vice   President   and   President,
                                     Adhesives and Chemical Specialties Group
 
Stephen A. Gerow (54)..............  Group   Vice   President   and   President,
                                     Coatings Group
 
Raymond P. Buschmann (53)..........  Vice  President  for   Legal  Affairs   and
                                     General Counsel
 
Nancy A. Hobor (51)................  Vice President, Communications and Investor
                                     Relations
 
Christopher K. Julsrud (49)........  Vice President, Human Resources
 
Thomas F. McDevitt (57)............  Vice  President Finance and Chief Financial
                                     Officer
 
P. Michael Phelps (63).............  Vice President and Secretary
 
Lewis N. Liszt (55)................  Controller
 
Bruce G. Wolfe (54)................  Treasurer
</TABLE>
 
------------------------
 
* All Company  executive  officers were  also  employees of  Old  Morton;  their
  positions  held  prior to  April 24,  1997,  were with  Old Morton  and, where
  indicated, groups and divisions thereof.
 
                                    PART II
 
ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS
 
    Information concerning  the  market  for the  Company's  common  equity  and
related  security holder  matters is  included on the  inside rear  cover of the
Company's Annual Report  to Shareholders  for fiscal 1997,  and is  incorporated
herein by reference.
 
                                       7
<PAGE>
ITEM 6.   SELECTED FINANCIAL DATA
 
    Selected  financial data for the  ten fiscal years in  the period ended June
30, 1997 are included on page 8  of the Company's Annual Report to  Shareholders
for fiscal 1997, and are incorporated herein by reference.
 
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS
 
    Management's  Discussion and Analysis of  Financial Condition and Results of
Operations for the  three fiscal years  in the  period ended June  30, 1997,  is
included  on  pages 20-24  of the  Company's Annual  Report to  Shareholders for
fiscal 1997, and is incorporated herein by reference.
 
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    The consolidated balance sheets of the Company as of June 30, 1997 and 1996,
and the consolidated statements of income and  cash flows for each of the  three
years  in the period  ended June 30,  1997, and notes  to consolidated financial
statements which are included on pages  25-38 of the Company's Annual Report  to
Shareholders  for fiscal  1997 are  incorporated herein  by reference. Quarterly
results of operations on page 2 of the Annual Report to Shareholders for  fiscal
1997 are incorporated herein by reference.
 
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE
 
    None
 
                                    PART III
 
ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    Information  concerning  the  directors  and nominees  for  director  of the
Company is included  on pages 2-5  of the Company's  definitive Proxy  Statement
dated September 11, 1997, and is incorporated herein by reference.
 
    Information  concerning the executive officers of the Company is included on
page 7, Part I hereof.
 
ITEM 11.   EXECUTIVE COMPENSATION
 
    Information concerning executive compensation for fiscal 1997 is included on
pages 8-18 of the Company's definitive Proxy Statement dated September 11, 1997,
and is incorporated herein by reference.
 
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT
 
    Information concerning beneficial ownership of the Company's common stock is
included on page   of the Company's definitive  Proxy Statement dated  September
11, 1997, and is incorporated herein by reference.
 
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    Information  concerning  certain relationships  and related  transactions is
included on page 7 of the  Company's definitive Proxy Statement dated  September
11,  1997,  under the  caption  "Compensation Committee  Interlocks  and Insider
Participation," and is incorporated herein by reference.
 
                                       8
<PAGE>
                                    PART IV
 
ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
 FORM 8-K
 
(a) DOCUMENTS FILED AS PART OF THIS REPORT
 
 1. FINANCIAL STATEMENTS
 
    The following  consolidated  financial statements  of  the Company  and  its
subsidiaries,  included  on  pages  25-38  of  the  Company's  Annual  Report to
Shareholders for the fiscal year ended June 30, 1997, are incorporated herein by
reference:
 
    Consolidated Statements of Income--Years ended June 30, 1997, 1996 and 1995
 
    Consolidated Balance Sheets--June 30, 1997 and 1996
 
    Consolidated Statements of Cash Flows--Years  ended June 30, 1997, 1996  and
1995
 
    Notes to Consolidated Financial Statements
 
 2. FINANCIAL STATEMENT SCHEDULES
 
    The  following consolidated financial information for the fiscal years 1997,
1996 and 1995 is submitted herewith:
 
<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                            ---------
<S>               <C>                                                                       <C>
Report of Independent Auditors............................................................     F-1
Schedule II--Valuation and Qualifying Accounts............................................     F-2
</TABLE>
 
    All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under  the
related instructions or are inapplicable, and therefore have been omitted.
 
 3. INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION                                           METHOD OF FILING
---------     ------------------------------------------------------  ------------------------------------------------------
<S>   <C> <C> <C>                                                     <C>
 (3)  Articles of incorporation and by-laws
      (a)     Amended  and Restated Articles of Incorporation of the  Filed herewith electronically
               Company
      (b)     By-laws of the Company amended through May 1, 1997      Filed herewith electronically
 (4)  Instruments defining the rights of security holders, including
      indentures
      (a)     Rights Agreement dated  as of April  24, 1997  between  Incorporated   by   reference   to   Exhibit   4.1  to
               the Company and The First National Bank of Chicago      Registration Statement on Form  10 dated as of  March
                                                                       24, 1997
      (b)     See Exhibits (3)(a) and (3)(b) above
(10)  Material contracts
      (a)   * Key  Executive  Long-Term Incentive  Program effective  Filed herewith electronically
               for fiscal 1998-2000
      (b)   * Key  Executive  Annual   Bonus  Program  (Program   1)  Filed herewith electronically
               effective for fiscal 1998
      (c)     Staff  Executive  Annual  Bonus  Program  (Program  2)  Filed herewith electronically
               effective for fiscal 1998
</TABLE>
 
                                       9
<PAGE>
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION                                           METHOD OF FILING
---------     ------------------------------------------------------  ------------------------------------------------------
<S>   <C> <C> <C>                                                     <C>
      (d)   * 1989 Incentive  Plan, renamed  by amendment  effective  Incorporated  by reference  to Exhibit  (10)(d) to the
               June 23, 1994, assumed by the Company                   Old Morton's Report on Form 10-K for fiscal 1994
      (e)   * Form of  Nonqualified Stock  Option Notice  and  Grant  Filed herewith electronically
               Agreement
      (f)   * Morton  Thiokol, Inc.  Survivor Income  Benefits Plan,  Incorporated  by   reference  to   Exhibit  10.14   to
               amended  through  March  24,  1983,  assumed  by  the   Registration Statement No. 33-28803
               Company
      (g)   * Morton International,  Inc. Executive  Post-Retirement  Incorporated  by reference  to Exhibit  (10)(f) to the
               Life Insurance Plan, assumed by the Company             Old Morton's Report on Form 10-K for fiscal 1992
      (h)   * Arrangements  whereby  the  Company  compensates   its  N/A
               independent  auditors for tax services to certain key
               executives, concerning which arrangements there is no
               written document
      (i)   * Form of Employment Agreement  between the Company  and  Incorporated  by reference  to Exhibit  (10)(g) to the
               certain of  its executive  officers, assumed  by  the   Old Morton's Report on Form 10-K for fiscal 1990
               Company
      (j)  ** Executive  Employment Agreement, dated  April 1, 1994,  Incorporated by reference  to Exhibit  (10)(i) to  the
               between the Company and S. J. Stewart, assumed by the   Old Morton's Report on Form 10-K for fiscal 1994
               Company
      (k)   * Supplemental  Executive Retirement Program, assumed by  Incorporated by reference to Exhibits 10.15 and  10.16
               the Company                                             to Registration Statement No. 33-28803
      (l)     1994 Non-Employee Directors Stock Plan, assumed by the  Incorporated  by reference  to Exhibit  (10)(k) to the
               Company                                                 Old Morton's Report on Form 10-K for fiscal 1995
      (m)     Non-Employee Directors Deferred Compen-                 Incorporated by reference  to Exhibit  (10)(l) to  the
               sation Plan, assumed by the Company                     Old Morton's Report on Form 10-K for fiscal 1995
(11)  Statement re computation of per share earnings
      (a)     Statement  re computation of per share earnings of the  Filed herewith electronically
               Company and subsidiaries, for  the three years  ended
               June 30, 1997, 1996 and 1995
(13)  Annual report to security holders
      (a)     Annual  Report  to  Shareholders  of  the  Company for  Filed herewith electronically
               fiscal 1997 (financial information  only: pages 2,  8
               and 20-39)
(21)  Subsidiaries of the registrant
      (a)     Subsidiaries of the Company                             Filed herewith electronically
(23)  Consents of experts and counsel
      (a)     Consent of Independent Auditors                         Filed herewith electronically
</TABLE>
 
                                       10
<PAGE>
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION                                           METHOD OF FILING
---------     ------------------------------------------------------  ------------------------------------------------------
<S>   <C> <C> <C>                                                     <C>
(27)  (a)     Financial data schedule for year ended June 30, 1997    Filed herewith electronically
      (b)     Restated  financial data schedules for the years ended  Filed herewith electronically
               June 30, 1996 and 1995
      (c)     Restated financial data schedule for the quarters  for  Filed herewith electronically
               the year ended June 30, 1997
      (d)     Restated  financial data schedule for the quarters for  Filed herewith electronically
               the year ended June 30, 1996
</TABLE>
 
------------------------
 
 *Exhibits 10(a),  (b),  (d),  (e), (f),  (g),  (h),  (i), and  (k)  consist  of
  compensation  plans or  arrangements in which  all of the  Company's five most
  highly compensated executive officers currently participate, except that  only
  S.  J. Stewart does not  participate in Exhibit 10(i)  and only W. E. Johnston
  participates  in  Exhibit  10(k).  These  plans  and,  where  applicable,  the
  foregoing  individuals' current benefits under each (except Exhibit 10(h)) are
  described in the section captioned "Executive Compensation" beginning on  page
  8  of the Company's definitive Proxy Statement dated September 11, 1997, which
  descriptions are incorporated herein by reference.
 
**Description of  this employment  agreement is  set  forth on  page 16  of  the
  Company's   definitive  Proxy  Statement  dated   September  11,  1997,  which
  descriptions are incorporated herein by reference.
 
(b) REPORTS ON FORM 8-K
 
    During the quarter  ended June  30, 1997, three  8-K reports  were filed  as
follows:
 
1.   Date of report: April 22,  1997; items reported: Item 2--Other Events; Item
    7--Financial Statements, Pro Forma Financial Information and Exhibits.
 
2.  Date of report: April 24,  1997; items reported: Item 2--Other Events;  Item
    7--Financial Statements, Pro Forma Financial Information and Exhibits.
 
3.   Date of report: May 2, 1997;  items reported: Item 1--Changes in Control of
    Registrant; Item 2--  Acquisition or  Disposition of  Assets; Item  5--Other
    Events;  Item 7--Financial  Statements, Pro Forma  Financial Information and
    Exhibits.
 
                                       11
<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, AS OF THE 28TH DAY  OF
AUGUST, 1997.
 
                                                MORTON INTERNATIONAL, INC.
                                                       (REGISTRANT)
 
<TABLE>
<S>                             <C>  <C>
                                By               /s/ T. F. MCDEVITT
                                     -----------------------------------------
                                                   T. F. MCDEVITT
                                             VICE PRESIDENT FINANCE AND
                                              CHIEF FINANCIAL OFFICER
</TABLE>
 
    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 INDICATED, AS OF THE 28TH DAY OF AUGUST, 1997.
 
<TABLE>
<CAPTION>
                    SIGNATURE                                                  TITLE
--------------------------------------------------   ----------------------------------------------------------
<S>                                                  <C>
 
                /s/ S. J. STEWART                          Chairman of the Board, Chief Executive Officer
      --------------------------------------                 and Director (Principal Executive Officer)
                  S. J. STEWART
 
                /s/ T. F. MCDEVITT                       Vice President Finance and Chief Financial Officer
      --------------------------------------                       (Principal Financial Officer)
                  T. F. MCDEVITT
 
                 /s/ L. N. LISZT                                             Controller
      --------------------------------------                       (Principal Accounting Officer)
                   L. N. LISZT
 
                /s/ R. M. BARFORD                                             Director
      --------------------------------------
                  R. M. BARFORD
 
               /s/ J. R. CANTALUPO                                            Director
      --------------------------------------
                 J. R. CANTALUPO
 
                 /s/ W. T. CRESON                                             Director
      --------------------------------------
                   W. T. CRESON
 
                /s/ W. J. FARRELL                                             Director
      --------------------------------------
                  W. J. FARRELL
</TABLE>
 
                                       12
<PAGE>
<TABLE>
<CAPTION>
                    SIGNATURE                                                  TITLE
--------------------------------------------------   ----------------------------------------------------------
<S>                                                  <C>
                  /s/ D. C. FILL                                              Director
      --------------------------------------
                    D. C. FILL
 
                /s/ W. E. JOHNSTON                                            Director
      --------------------------------------
                  W. E. JOHNSTON
 
                 /s/ R. L. KEYSER                                             Director
      --------------------------------------
                   R. L. KEYSER
 
                /s/ F. W. LUERSSEN                                            Director
      --------------------------------------
                  F. W. LUERSSEN
 
                 /s/ E. J. MOONEY                                             Director
      --------------------------------------
                   E. J. MOONEY
 
                /s/ G. A. SCHAEFER                                            Director
      --------------------------------------
                  G. A. SCHAEFER
 
                 /s/ R. W. STONE                                              Director
      --------------------------------------
                   R. W. STONE
</TABLE>
 
                                       13
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS
 
To the Shareholders and
  Board of Directors
Morton International, Inc.
 
    We   have   audited  the   consolidated   financial  statements   of  Morton
International, Inc.  and subsidiaries  listed  in Item  14(a)(1) of  the  annual
report  on Form 10-K of  Morton International, Inc. for  the year ended June 30,
1997. Our audits also included the  financial statement schedule listed in  Item
14(a)(2).  These financial statements and schedule are the responsibility of the
Company's management.  Our responsibility  is  to express  an opinion  on  these
financial statements and schedule based on our audits.
 
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In  our  opinion, the  consolidated financial  statements referred  to above
present fairly, in all material respects, the consolidated financial position of
Morton International, Inc. and subsidiaries at  June 30, 1997 and 1996, and  the
consolidated  results of their operations  and their cash flows  for each of the
three years in  the period  ended June 30,  1997, in  conformity with  generally
accepted  accounting  principles. Also,  in our  opinion, the  related financial
statement  schedule,  when  considered  in  relation  to  the  basic   financial
statements  taken  as a  whole,  presents fairly  in  all material  respects the
information set forth therein.
 
    As discussed  in the  notes to  the consolidated  financial statements,  the
Company   adopted  Financial  Accounting  Standards  Board  Statement  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" in 1996.
 
                                          ERNST & YOUNG LLP
 
Chicago, Illinois
July 29, 1997
 
                                      F-1
<PAGE>
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
 
                  MORTON INTERNATIONAL, INC. AND SUBSIDIARIES
 
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
 
                    COL. A                        COL. B                  COL. C                   COL. D         COL. E
 
                                                                         ADDITIONS
                                                             ---------------------------------
                                                                   (1)               (2)
                                                BALANCE AT                        CHARGED TO
                                                BEGINNING    CHARGED TO COSTS   OTHER ACCOUNTS   DEDUCTIONS     BALANCE AT
                 DESCRIPTION                    OF PERIOD      AND EXPENSES       --DESCRIBE     --DESCRIBE    END OF PERIOD
<S>                                             <C>          <C>                <C>              <C>           <C>
 
Allowance for doubtful accounts:
 
    Year ended June 30, 1997..................    $10,316         $4,683            $--           $3,587(A)        $11,739
                                                                                                    (327)(B)
 
    Year ended June 30, 1996..................    11,034           2,325            --             2,818(A)        10,316
                                                                                                     225(B)
 
    Year ended June 30, 1995..................    10,539           2,674            --             2,577(A)        11,034
                                                                                                    (398)(B)
</TABLE>
 
------------------------
 
    Note A-- Represents write-offs less recoveries.
 
    Note B-- Foreign currency translation adjustments.
 
                                      F-2