HONEYWELL INTERNATIONAL INC

Previous wording

The following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of Honeywell International Inc. and its consolidated subsidiaries (Honeywell, we, us, our, or the Company) for the three and nine months ended September 30, 2024. The financial information as of September 30, 2024, should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 2023, contained in our 2023 Annual Report on Form 10-K. See Note 3 Acquisitions, Divestitures and Assets and Liabilities Held for Sale of Notes to Consolidated Financial Statements for a discussion of acquisition and divestiture activity during the nine months ended September 30, 2024. Certain prior year amounts are reclassified to conform to the current year presentation.

Current wording

The following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of Honeywell International Inc. and its consolidated subsidiaries (Honeywell, we, us, our, or the Company) for the three months ended March 31, 2025. The financial information as of March 31, 2025, should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 2024, contained in our 2024 Annual Report on Form 10-K. Certain prior year amounts are reclassified to conform to the current year presentation.

Previous wording

Our mitigation strategies include pricing actions and hedging strategies, longer term planning for constrained materials, new supplier development, material supply tracking tools, and direct engagement with key suppliers to meet customer demand. Our relationships with primary and secondary suppliers allow us to reliably source key components and raw materials, which include considering altering existing products, developing new products, and committing our own resources to assist certain suppliers. We believe these mitigation strategies enable us to reduce supply risk, accelerate new product innovation, and expand our penetration in the markets we serve. Additionally, due to the strenuous quality controls and product qualification we perform on a new or altered product, we do not expect these mitigation strategies to impact product quality or reliability.

Current wording

Mitigation strategies remain crucial to meet customer demand in this evolving environment. Our mitigation strategies include pricing actions, hedging strategies, long-term strategies for constrained materials, direct engagement with key suppliers, and new supplier development. Strong relationships with strategic primary and secondary suppliers allow us to collaborate together to reliably source key components and raw materials, develop new products, commit our resources to assist certain suppliers, and at times, alter designs of existing products. We believe these mitigation strategies enable us to reduce supply risk, foster new product innovation, and expand our market presence. Additionally, due to the stringent quality controls and product qualification we perform on any new or altered product, these mitigation strategies have not impacted, and we do not expect them to impact, product quality or reliability.

Previous wording

To date, our strategies have successfully mitigated our exposure to these conditions. However, if we are not successful in sustaining or executing these strategies, these macroeconomic conditions could have a material adverse effect on our consolidated results of operations or operating cash flows.

Current wording

To date, our strategies successfully mitigated our exposure to these conditions. However, if we are not successful in sustaining or executing these strategies, these macroeconomic conditions could have a material adverse effect on our consolidated results of operations or operating cash flows.

Previous wording

On October 8, 2024, the Company announced its intention to spin off its Advanced Materials business into an independent, U.S. publicly traded company, which is targeted to be completed by the end of 2025 or early 2026.The planned spin-off is intended to be a tax-free spin to Honeywell shareowners for U.S. federal income tax purposes. The spin-off will be subject to the satisfaction of a number of customary conditions, including, among others, finalization of the financial statements of the Advanced Materials business, the filing and effectiveness of applicable filings (including a Form 10 registration statement) with the SEC, assurance that the spin-off of the Advanced Materials business will be tax-free to Honeywell’s shareowners, receipt of applicable regulatory approvals and final approval by Honeywell’s Board of Directors. The proposed spin-off is complex in nature, and may be affected by unanticipated developments, credit and equity markets or changes in market conditions.

Current wording

On October 8, 2024, the Company announced its intention to spin off its Advanced Materials business into Solstice Advanced Materials, an independent, U.S. publicly traded company, which is targeted to be completed by the end of 2025 or early 2026. The planned spin-off is intended to be a tax-free spin to Honeywell shareowners for U.S. federal income tax purposes. The spin-off will be subject to the satisfaction of a number of customary conditions, including, among others, finalization of the financial statements of Solstice Advanced Materials, the filing and effectiveness of applicable filings (including a Form 10 registration statement) with the SEC, assurance that the spin-off of Solstice Advanced Materials will be tax-free to Honeywell’s shareowners, receipt of applicable regulatory approvals, and final approval by Honeywell’s Board of Directors. The proposed spin-off is complex in nature, and may be affected by unanticipated developments, credit and equity markets, or changes in market conditions.

Previous wording

•Partially offset by higher productivity of approximately $0.1 billion or 2%.

Current wording

•Partially offset by the unfavorable impact of foreign currency translation, driven by the strengthening of the U.S. dollar against the currencies in certain of our international markets, primarily the euro, Canadian dollar, Australian dollar, and Korean won.

Previous wording

•Incremental costs from recent acquisitions of approximately $0.1 billion or 2%,

Current wording

•Incremental costs from recent acquisitions of approximately $0.3 billion or 5%,

Previous wording

•Higher sales volumes of lower margin products of approximately $0.3 billion or 2%,

Current wording

•Higher sales volumes of lower margin products of approximately $0.1 billion or 2%,

Previous wording

Gross margin increased by approximately $0.2 billion and gross margin percentage increased 10 basis points to 38.5% compared to 38.4% for the same period of 2023.

Current wording

Gross margin increased by approximately $0.3 billion and gross margin percentage decreased 20 basis points to 38.5% compared to 38.7% for the same period of 2024.

Previous wording

Selling, general and administrative expenses increased due to higher labor costs.

Current wording

Selling, general and administrative expenses increased due to incremental costs from acquisitions.

Previous wording

An impairment charge was recorded on assets held for sale related to the personal protective equipment business during the three months ended September 30, 2024.

Current wording

An impairment charge was recorded on assets held for sale related to the PPE business during the three months ended March 31, 2025.

Previous wording

Earnings per share of common stock–assuming dilution decreased due to the following:

Current wording

Earnings per share of common stock–assuming dilution slightly decreased primarily due to the following:

Previous wording

•Partially offset by higher segment profit ($0.15 after tax), and

Current wording

•Partially offset by higher segment profit ($0.20 after tax).

Previous wording

Sales increased $1,521 million due to higher organic sales of $629 million in Commercial Aviation Aftermarket driven by higher sales volumes in air transport due to an increase in flight hours and higher organic sales of $588 million in Defense and Space driven by higher sales volumes due to increased shipments.

Current wording

Sales increased $503 million due to higher organic sales of $243 million in Commercial Aviation Aftermarket driven by higher sales volumes in air transport due to an increase in flight hours and higher organic sales of $135 million in Defense and Space driven by higher sales volumes due to increased shipments. Additionally, the acquisitions of CAES and Civitanavi Systems contributed $180 million to 2025 sales.

Previous wording

Sales decreased $129 million due to lower organic sales of $96 million in Warehouse and Workflow Solutions driven by lower demand for projects and lower organic sales of $47 million in Sensing and Safety Technologies driven by lower demand for personal protective equipment.

Current wording

Sales decreased $100 million due to lower organic sales of $48 million in Productivity Solutions and Services driven by a decrease in license and settlement payments, lower organic sales of $21 million in Sensing and Safety Technologies driven by lower demand for personal protective equipment, and unfavorable impact of foreign currency translation of $42 million.

Previous wording

Segment profit decreased $190 million and segment margin percentage decreased 70 basis points to 19.5% compared to 20.2% for the same period in 2023.

Current wording

Segment profit decreased $50 million and segment margin percentage decreased 130 basis points to 17.8% compared to 19.1% for the same period in 2024.

Previous wording

Sales increased $215 million due to higher organic sales of $51 million in Building Solutions driven by higher demand for building projects and services. Additionally, the acquisition of Access Solutions contributed $177 million in the three months ended September 30, 2024.

Current wording

Sales increased $266 million due to higher organic sales of $68 million in Building Solutions and higher organic sales of $51 million in Products, both driven by higher demand. The acquisition of Access Solutions contributed $179 million to first quarter 2025 sales.

Previous wording

Sales increased $113 million due to higher organic sales of $153 million in Advanced Materials driven by higher demand for fluorine products, partially offset by lower organic sales of $23 million in UOP driven by lower gas processing project demand.

Current wording

Sales increased $36 million due to $75 million of sales contributed by the acquisition of LNG, partially offset by lower organic sales of $39 million in Advanced Materials driven by lower sales volumes of fluorine products.

Previous wording

On October 8, 2024, the Company announced its intention to spin off its Advanced Materials business into an independent, U.S. publicly traded company.

Current wording

On October 8, 2024, the Company announced its intention to spin off its Advanced Materials business into Solstice Advanced Materials, an independent, U.S. publicly traded company.

Previous wording

See Note 5 Repositioning and Other Charges of Notes to Consolidated Financial Statements for a discussion of our repositioning actions and related charges incurred in the nine months ended September 30, 2024, and 2023. Cash spending related to our repositioning actions was $145 million in the nine months ended September 30, 2024, and was funded through operating cash flows.

Current wording

See Note 5 Repositioning and Other Charges of Notes to Consolidated Financial Statements for a discussion of our repositioning actions and related charges incurred in the three months ended March 31, 2025, and 2024. Cash spending related to our repositioning actions was $43 million in the three months ended March 31, 2025, and was funded through operating cash flows.

Previous wording

We manage our businesses to maximize operating cash flows as the primary source of liquidity. Each of our businesses is focused on increasing operating cash flows through revenue growth, margin expansion, and improved working capital turnover. Additional sources of liquidity include U.S. cash balances, and the ability to access non-U.S. cash balances, short-term debt from the commercial paper market, long-term borrowings, committed credit lines, and access to the public debt and equity markets.

Current wording

We leverage operating cash flows as the primary source of liquidity. Each of our businesses focuses on increasing operating cash flows through revenue growth, margin expansion, and improved working capital turnover. We also maintain other key sources of liquidity, including U.S. cash balances, and the ability to access non-U.S. cash balances, short-term debt from the commercial paper market, long-term borrowings, committed credit lines, and access to the public debt and equity markets.

Previous wording

As of September 30, 2024, and December 31, 2023, we held $10.9 billion and $8.1 billion, respectively, of cash and cash equivalents, including our short-term investments. We monitor the third-party depository institutions that hold our cash and cash equivalents on a daily basis. Our emphasis is primarily safety of principal and secondarily maximizing yield of those funds. We diversify our cash and cash equivalents among counterparties to minimize exposure to any one counterparty.

Current wording

As of March 31, 2025, and December 31, 2024, we held $10.1 billion and $11.0 billion, respectively, of cash and cash equivalents, including our short-term investments. We monitor third-party depository institutions that hold our cash and cash equivalents on a daily basis. Our emphasis is primarily safety of principal and secondarily maximizing yield of those funds. We diversify our cash and cash equivalents among counterparties to minimize exposure to any one counterparty.

Previous wording

As of September 30, 2024, $6.8 billion of the Company’s cash, cash equivalents, and short-term investments were held by non-U.S. subsidiaries. We do not have material amounts related to any jurisdiction subject to currency control restrictions that impact our ability to access and repatriate such amounts. Under current laws, we do not expect taxes on repatriation or restrictions on amounts held outside of the U.S. to have a material effect on our overall liquidity.

Current wording

As of March 31, 2025, we held $8.0 billion of the Company’s cash, cash equivalents, and short-term investments in non-U.S. subsidiaries. We do not have material amounts related to any jurisdiction subject to currency control restrictions that impact our ability to access and repatriate such amounts. Under current laws, we do not expect taxes on repatriation or restrictions on amounts held outside of the U.S. to have a material effect on our overall liquidity.

Previous wording

Net cash used for investing activities was $8,202 million, driven by $7,047 million of cash paid for acquisitions and $771 million of capital expenditures.

Current wording

Net cash used for investing activities was driven by $251 million of capital expenditures and $125 million of net payments from settlements of derivative contracts.

Previous wording

Net cash provided by financing activities was $7,058 million, driven by $10,407 million of proceeds from the issuance of long-term debt, primarily to fund recent acquisitions, and $1,039 million of net proceeds of commercial paper, partially offset by $2,161 million of cash dividends paid, $1,381 million of repayments of long-term debt, and $1,200 million of repurchases of common stock.

Current wording

Net cash used for financing activities was driven by $1,902 million of repurchases of common stock and $732 million of cash dividends paid, partially offset by $1,442 million of net proceeds of commercial paper.

Previous wording

Nine months ended September 30, 2024 compared with nine months ended September 30, 2023

Current wording

Three months ended March 31, 2025 compared with three months ended March 31, 2024

Previous wording

Net cash used for investing activities increased by $7,448 million, driven by a $6,331 million increase in cash paid for acquisitions, $538 million net increase in investments, and $462 million net increase in cash payments from settlements of derivative contracts.

Current wording

Net cash used for investing activities increased by $98 million, driven by a $168 million net increase in payments from settlements of derivative contracts, partially offset by $70 million net decrease in investments.

Previous wording

Net cash provided by financing activities increased by $10,485 million, driven by a $7,422 million increase in proceeds from the issuance of long-term debt, primarily to fund recent acquisitions, $1,796 million increase in net proceeds of commercial paper, and $987 million decrease in repurchases of common stock.

Current wording

Net cash (used for) provided by financing activities decreased by $4,876 million, driven by a $5,664 million decrease in long-term debt proceeds, as we issued long-term debt in 2024 to fund acquisitions, and a $1,231 million increase in repurchases of common stock, partially offset by a $1,689 million increase in net proceeds of commercial paper and a $529 million decrease in payments of long-term debt.

Previous wording

In addition to our operating cash requirements, our principal future cash requirements will include funding capital expenditures, share repurchases, dividends, strategic acquisitions, and debt repayments. During the nine months ended September 30, 2024, we repurchased common stock of $1.2 billion. Refer to the section titled Liquidity and Capital Resources of our 2023 Form 10-K for a discussion of our expected capital expenditures, share repurchases, mergers and acquisitions activity, and dividends for 2024.

Current wording

In addition to our normal operating cash requirements, our principal future cash requirements will include funding capital expenditures, share repurchases, dividends, strategic acquisitions, and debt repayments. During the three months ended March 31, 2025, we repurchased common stock of $1.9 billion. Refer to the section titled Liquidity and Capital Resources of our 2024 Form 10-K for a discussion of our expected capital expenditures, share repurchases, mergers and acquisitions activity, and dividends for 2025.

Previous wording

We continue to assess the relative strength of each business in our portfolio as to strategic fit, market position, profit, and cash flow contribution in order to identify target investment and acquisition opportunities in order to upgrade our combined portfolio. We identify acquisition candidates that are expected to further our strategic plan and strengthen our existing core businesses. During the nine months ended September 30, 2024, we acquired Access Solutions for total consideration of $4.9 billion, net of cash acquired, CAES Systems Holdings LLC for total consideration of $1.9 billion, net of cash acquired, and Civitanavi Systems S.p.A. for total consideration of $200 million, net of cash acquired. During the fourth quarter of 2024, we acquired Air Products' liquefied natural gas process technology and equipment business for $1.8 billion, net of cash acquired. We also identify businesses that do not fit into our long-term strategic plan based on their market position, relative profitability, or growth potential. These businesses are considered for potential divestiture, restructuring, or other repositioning actions, subject to regulatory constraints. During the third quarter of 2024, we classified the assets and liabilities of the personal protective equipment business as held for sale. See Note 3 Acquisitions, Divestitures and Assets and Liabilities Held for Sale of Notes to Consolidated Financial Statements for additional discussion. In addition, on October 8, 2024, we announced our intention to spin off the Advanced Materials business into an independent, U.S. publicly traded company, which is targeted to be completed by the end of 2025 or early 2026.

Current wording

Additionally, we continue to assess the relative strength of each business in our portfolio as to strategic fit, market position, profit, and cash flow contribution in order to identify target investment and acquisition opportunities in order to upgrade our combined portfolio. We identify acquisition candidates that will further our strategic plan and strengthen our existing core businesses. In the first quarter of 2025, we announced our intention to acquire Sundyne for approximately $2.2 billion. We also identify businesses that do not fit into our long-term strategic plan based on their market position, relative profitability, or growth potential. These businesses are considered for potential divestiture, restructuring, or other repositioning actions, subject to regulatory constraints. On October 8, 2024, we announced our intention to spin off the Advanced Materials business into Solstice Advanced Materials, an independent, U.S. publicly traded company, which is targeted to be completed by the end of 2025 or early 2026. In addition, on November 22, 2024, we announced an agreement to sell our personal protective equipment business for $1.3 billion, with the assets and liabilities of the business classified as held for sale until the closing date of a sale. On February 6, 2025, the Company announced its intention to separate its Automation and Aerospace Technologies businesses into independent, U.S. publicly traded companies. See Note 3 Acquisitions, Divestitures, and Assets and Liabilities Held for Sale of Notes to Consolidated Financial Statements for additional discussion.

Previous wording

Based on past performance and current expectations, we believe that our operating cash flows will be sufficient to meet our future operating cash needs. Our available cash, committed credit lines, and access to the public debt and equity markets provide additional sources of short-term and long-term liquidity to fund current operations, debt maturities, and future investment opportunities. During the nine months ended September 30, 2024, our net cash provided by financing activities included proceeds of $10.4 billion from the issuance of long-term debt primarily to fund the Access Solutions, Civitanavi Systems S.p.A., CAES, and LNG acquisitions.

Current wording

Based on past performance and current expectations, we believe that our operating cash flows will be sufficient to meet our future operating cash needs for at least the next twelve months. Our available cash, committed credit lines, and access to the public debt and equity markets provide additional sources of short-term and long-term liquidity to fund current operations, debt maturities, and future investment opportunities.

Previous wording

See Note 9 Long-term Debt and Credit Agreements of Notes to Consolidated Financial Statements for additional discussion of items impacting our liquidity.

Current wording

See Note 9 Debt and Credit Agreements of Notes to Consolidated Financial Statements for additional discussion of items impacting our liquidity.

Previous wording

We leverage a variety of debt instruments to manage our overall borrowing costs. As of September 30, 2024, and December 31, 2023, our total borrowings were $30.8 billion and $20.4 billion, respectively.

Current wording

We leverage a variety of debt instruments to manage our overall borrowing costs. As of March 31, 2025, and December 31, 2024, our total borrowings were $32.8 billion and $31.1 billion, respectively.

Previous wording

A primary source of liquidity is our ability to access the corporate bond markets. Through these markets, we issue a variety of long-term fixed rate notes, in a variety of currencies, to manage our overall funding costs.

Current wording

A key source of liquidity is our ability to access the corporate bond markets. Through these markets, we issue a variety of long-term fixed rate notes to manage our overall funding costs.

Previous wording

Another primary source of liquidity is our ability to access the commercial paper market. Commercial paper notes are sold at a discount or premium and have a maturity of 365 days or less from date of issuance. Borrowings under the commercial paper program are available for general corporate purposes as well as for financing acquisitions.

Current wording

Another key source of liquidity is our ability to access the commercial paper market. Commercial paper notes are sold at a discount or premium and have a maturity of not more than 365 days from date of issuance. Borrowings under the commercial paper program are available for general corporate purposes as well as for financing acquisitions.

Previous wording

•A $1.0 billion Fixed Rate Term Loan Credit Agreement (the Fixed Rate Term Loan Credit Agreement) with a syndicate of banks, dated as of August 12, 2024. Amounts borrowed under the Fixed Rate Term Loan Credit Agreement are required to be repaid no later than August 12, 2027, unless the Fixed Rate Term Loan Credit Agreement is terminated earlier pursuant to its terms. As of September 30, 2024, there were $1.0 billion of borrowings outstanding under the Fixed Rate Term Loan Credit Agreement.

Current wording

•A $1.0 billion Fixed Rate Term Loan Credit Agreement (the Fixed Rate Term Loan Credit Agreement), dated as of August 12, 2024. Amounts borrowed under the Fixed Rate Term Loan Credit Agreement are required to be repaid no later than August 12, 2027, unless the Fixed Rate Term Loan Credit Agreement is terminated earlier pursuant to its terms. As of March 31, 2025, there were $1.0 billion of borrowings outstanding under the Fixed Rate Term Loan Credit Agreement.

Previous wording

•A $1.5 billion 364-day credit agreement (the 364-Day Credit Agreement) with a syndicate of banks, dated as of March 18, 2024. Amounts borrowed under the 364-Day Credit Agreement are required to be repaid no later than March 17, 2025, unless (i) we elect to convert all then outstanding amounts into a term loan, upon which such amounts shall be repaid in full on March 17, 2026, or (ii) the 364-Day Credit Agreement is terminated earlier pursuant to its terms. The 364-Day Credit Agreement replaced the previously reported $1.5 billion 364-day credit agreement dated as of March 20, 2023, which was terminated in accordance with its terms effective March 18, 2024. As of September 30, 2024, there were no outstanding borrowings under our 364-Day Credit Agreement.

Current wording

•A $3.0 billion 364-day credit agreement (the 364-Day Credit Agreement) with a syndicate of banks, dated as of March 17, 2025. Amounts borrowed under the 364-Day Credit Agreement are required to be repaid no later than March 16, 2026, unless (i) we elect to convert all then outstanding amounts into a term loan, upon which such amounts shall be repaid in full on March 16, 2027, or (ii) the 364-Day Credit Agreement is terminated earlier pursuant to its terms. The 364-Day Credit Agreement replaced the previously reported $1.5 billion 364-day credit agreement dated as of March 18, 2024, which was terminated in accordance with its terms effective March 17, 2025. As of March 31, 2025, there were no outstanding borrowings under our 364-Day Credit Agreement.

Previous wording

•A $4.0 billion five-year credit agreement (the 5-Year Credit Agreement) with a syndicate of banks, dated as of March 18, 2024. Commitments under the 5-Year Credit Agreement can be increased pursuant to the terms of the 5-Year Credit Agreement to an aggregate amount not to exceed $4.5 billion. The 5-Year Credit Agreement amended and restated the previously reported $4.0 billion amended and restated five-year credit agreement dated as of March 20, 2023. As of September 30, 2024, there were no outstanding borrowings under our 5-Year Credit Agreement.

Current wording

•A $4.0 billion five-year credit agreement (the Five-Year Credit Agreement) with a syndicate of banks, dated as of March 18, 2024. Commitments under the Five-Year Credit Agreement can be increased pursuant to the terms of the Five-Year Credit Agreement to an aggregate amount not to exceed $4.5 billion. As of March 31, 2025, there were no outstanding borrowings under our Five-Year Credit Agreement.

Previous wording

See Note 9 Long-Term Debt and Credit Agreements of Notes to Consolidated Financial Statements for additional information regarding our debt instruments.

Current wording

See Note 9 Debt and Credit Agreements of Notes to Consolidated Financial Statements for additional information regarding our debt instruments.

Previous wording

We are subject to a number of lawsuits, investigations, and claims (some of which involve substantial amounts) arising out of the conduct of our business. See Note 15 Commitments and Contingencies of Notes to Consolidated Financial Statements for further discussion of environmental, asbestos, and other litigation matters.

Current wording

See Note 15 Commitments and Contingencies of Notes to Consolidated Financial Statements for further discussion of environmental, asbestos, and other litigation matters.

Previous wording

Other than as noted below, there have been no material changes to our Critical Accounting Estimates presented in our 2023 Annual Report on Form 10-K. For a discussion of the Company’s Critical Accounting Estimates, see the section titled Critical Accounting Estimates in our 2023 Annual Report on Form 10-K.

Current wording

There have been no material changes to our Critical Accounting Estimates presented in our 2024 Annual Report on Form 10-K. For a discussion of the Company’s Critical Accounting Estimates, see the section titled Critical Accounting Estimates in our 2024 Annual Report on Form 10-K.