Honeywell International (HON) 10-K risk factor changes: FY2020 vs FY2020

[removed: ☒] [added: x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

[removed: Honeywell] [added: Honeywell] International [removed: Inc.][added: Inc. 1]

| [removed: 300] [added: 855] South [removed: Tryon] [added: Mint] Street | | | | | | | | | 28202 | | |

| Common Stock, par value $1 per share* | | | | | | HON | | | | | | The [removed: New York] [added: Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 1.300% Senior Notes due 2023 | | | | | | HON 23A | | | | | | The [removed: New York] [added: Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 0.000% Senior Notes due 2024 | | | | | | HON 24A | | | | | | The [removed: New York] [added: Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 2.250% Senior Notes due 2028 | | | | | | HON 28A | | | | | | The [removed: New York] [added: Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 0.750% Senior Notes due 2032 | | | | | | HON 32 | | | | | | The [removed: New York] [added: Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

[removed: |] * The common stock is also listed on the London Stock Exchange. [removed: | | | | | |]

Yes [removed: ☒] [added: x] No ☐

Yes ☐ No [removed: ☒][added: x]

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 [added: was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.]

[added: |] Large accelerated filer [removed: ☒] [added: | | | x | | |] Accelerated filer ☐ [added: | | |] Non-accelerated filer ☐ [added: | | |] Smaller reporting company [added: | | |] ☐ [added: | | | Emerging growth company | | | ☐ | | |]

The aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately [removed: $97.0] [added: $152.8] billion at June 30, [removed: 2020.][added: 2021.]

There were [removed: 695,501,159] [added: 685,818,771] shares of Common Stock outstanding at January [removed: 29, 2021.][added: 28, 2022.]

Part III: Proxy Statement for Annual Meeting of Shareowners to be held [removed: May 21, 2021.][added: April 25, 2022.]

[removed: ORGANIZATION] [added: ORGANIZATION] OF OUR ANNUAL REPORT ON FORM [removed: 10-K][added: 10-K]

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| [added: [1](#iff629c0c67e54d6ca4a249b8161bfa49_10) | | |] [Cautionary Statement About Forward-Looking [removed: Statements](#i8bfcf46146ba43fc956d0412589a6718_2572) | | | | | | [1](#i8bfcf46146ba43fc956d0412589a6718_2572)] [added: Statements](#iff629c0c67e54d6ca4a249b8161bfa49_10)] | | |

[removed: | [Selected Financial Data](#i8bfcf46146ba43fc956d0412589a6718_43) | | | | | | [8](#i8bfcf46146ba43fc956d0412589a6718_43) | | |][added: SELECTED FINANCIAL DATA]

[removed: | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i8bfcf46146ba43fc956d0412589a6718_46) | | | | | | [9](#i8bfcf46146ba43fc956d0412589a6718_46) | | |][added: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS]

[removed: | [Risk Factors](#i8bfcf46146ba43fc956d0412589a6718_22) | | | | | | [24](#i8bfcf46146ba43fc956d0412589a6718_22) | | |][added: RISK FACTORS]

| [added: [38](#iff629c0c67e54d6ca4a249b8161bfa49_94) | | |] [Quantitative and Qualitative Disclosures About Market [removed: Risks](#i8bfcf46146ba43fc956d0412589a6718_70) | | | | | | [32](#i8bfcf46146ba43fc956d0412589a6718_70)] [added: Risks](#iff629c0c67e54d6ca4a249b8161bfa49_94)] | | |

[removed: | [Liquidity and Capital Resources](#i8bfcf46146ba43fc956d0412589a6718_58) | | | | | | [33](#i8bfcf46146ba43fc956d0412589a6718_58) | | |][added: LIQUIDITY AND CAPITAL RESOURCES]

[removed: | [Critical Accounting Estimates](#i8bfcf46146ba43fc956d0412589a6718_61) | | | | | | [38](#i8bfcf46146ba43fc956d0412589a6718_61) | | |][added: CRITICAL ACCOUNTING ESTIMATES]

| [removed: [Other Matters](#i8bfcf46146ba43fc956d0412589a6718_64) | | |] [added: [48](#iff629c0c67e54d6ca4a249b8161bfa49_103)] | | | [removed: [41](#i8bfcf46146ba43fc956d0412589a6718_64)] [added: [Other Matters](#iff629c0c67e54d6ca4a249b8161bfa49_103)] | | |

| [added: [49](#iff629c0c67e54d6ca4a249b8161bfa49_109) | | |] [Information About our Executive [removed: Officers](#i8bfcf46146ba43fc956d0412589a6718_16) | | | | | | [42](#i8bfcf46146ba43fc956d0412589a6718_16)] [added: Officers](#iff629c0c67e54d6ca4a249b8161bfa49_109)] | | |

| [removed: [Unresolved Staff Comments](#i8bfcf46146ba43fc956d0412589a6718_25) | | |] [added: [50](#iff629c0c67e54d6ca4a249b8161bfa49_112)] | | | [removed: [43](#i8bfcf46146ba43fc956d0412589a6718_25)] [added: [Unresolved Staff Comments](#iff629c0c67e54d6ca4a249b8161bfa49_112)] | | |

| [removed: [Legal Proceedings](#i8bfcf46146ba43fc956d0412589a6718_31) | | |] [added: [50](#iff629c0c67e54d6ca4a249b8161bfa49_118)] | | | [removed: [43](#i8bfcf46146ba43fc956d0412589a6718_31)] [added: [Legal Proceedings](#iff629c0c67e54d6ca4a249b8161bfa49_118)] | | |

| [removed: [Mine Safety Disclosures](#i8bfcf46146ba43fc956d0412589a6718_34) | | |] [added: [50](#iff629c0c67e54d6ca4a249b8161bfa49_121)] | | | [removed: [43](#i8bfcf46146ba43fc956d0412589a6718_34)] [added: [Mine Safety Disclosures](#iff629c0c67e54d6ca4a249b8161bfa49_121)] | | |

[removed: | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#i8bfcf46146ba43fc956d0412589a6718_40) | | | | | | [44](#i8bfcf46146ba43fc956d0412589a6718_40) | | |][added: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES]

[removed: | [Financial Statements and Supplementary Data](#i8bfcf46146ba43fc956d0412589a6718_73) | | | | | | [46](#i8bfcf46146ba43fc956d0412589a6718_73) | | |][added: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA]

| [added: [116](#iff629c0c67e54d6ca4a249b8161bfa49_274) | | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8bfcf46146ba43fc956d0412589a6718_214) | | | | | | [114](#i8bfcf46146ba43fc956d0412589a6718_214)] [added: Disclosure](#iff629c0c67e54d6ca4a249b8161bfa49_274)] | | |

| [added: [116](#iff629c0c67e54d6ca4a249b8161bfa49_280) | | |] [Management's Report on Internal Control Over Financial [removed: Reporting](#i8bfcf46146ba43fc956d0412589a6718_2870) | | | | | | [114](#i8bfcf46146ba43fc956d0412589a6718_2870)] [added: Reporting](#iff629c0c67e54d6ca4a249b8161bfa49_280)] | | |

| [removed: [Directors, and Executive Officers and Corporate Governance](#i8bfcf46146ba43fc956d0412589a6718_226) | | |] [added: [117](#iff629c0c67e54d6ca4a249b8161bfa49_286)] | | | [removed: [115](#i8bfcf46146ba43fc956d0412589a6718_226)] [added: [Directors,](#iff629c0c67e54d6ca4a249b8161bfa49_286) [Executive Officers and Corporate Governance](#iff629c0c67e54d6ca4a249b8161bfa49_286)] | | |

| [added: [118](#iff629c0c67e54d6ca4a249b8161bfa49_292) | | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8bfcf46146ba43fc956d0412589a6718_232) | | | | | | [115](#i8bfcf46146ba43fc956d0412589a6718_232)] [added: Matters](#iff629c0c67e54d6ca4a249b8161bfa49_292)] | | |

| [added: [119](#iff629c0c67e54d6ca4a249b8161bfa49_295) | | |] [Certain Relationships and Related [removed: Transactions and] [added: Transactions](#iff629c0c67e54d6ca4a249b8161bfa49_295)[,](#iff629c0c67e54d6ca4a249b8161bfa49_295) [and] Director [removed: Independence](#i8bfcf46146ba43fc956d0412589a6718_235) | | | | | | [117](#i8bfcf46146ba43fc956d0412589a6718_235)] [added: Independence](#iff629c0c67e54d6ca4a249b8161bfa49_295)] | | |

| [added: [119](#iff629c0c67e54d6ca4a249b8161bfa49_298) | | |] [Principal Accounting Fees and [removed: Services](#i8bfcf46146ba43fc956d0412589a6718_238) | | | | | | [117](#i8bfcf46146ba43fc956d0412589a6718_238)] [added: Services](#iff629c0c67e54d6ca4a249b8161bfa49_298)] | | |

Yes x No ☐

Yes x No ☐

Yes ☐ No x

| [2](#iff629c0c67e54d6ca4a249b8161bfa49_16) | | | [About Honeywell](#iff629c0c67e54d6ca4a249b8161bfa49_16) | | |

| [15](#iff629c0c67e54d6ca4a249b8161bfa49_28) | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#iff629c0c67e54d6ca4a249b8161bfa49_28) | | |

| [24](#iff629c0c67e54d6ca4a249b8161bfa49_52) | | | [Review of Business Segments](#iff629c0c67e54d6ca4a249b8161bfa49_52) | | |

| [29](#iff629c0c67e54d6ca4a249b8161bfa49_91) | | | [Risk Factors](#iff629c0c67e54d6ca4a249b8161bfa49_91) | | |

| [39](#iff629c0c67e54d6ca4a249b8161bfa49_97) | | | [Liquidity and Capital Resources](#iff629c0c67e54d6ca4a249b8161bfa49_97) | | |

| [44](#iff629c0c67e54d6ca4a249b8161bfa49_100) | | | [Critical Accounting Estimates](#iff629c0c67e54d6ca4a249b8161bfa49_100) | | |

| [50](#iff629c0c67e54d6ca4a249b8161bfa49_115) | | | [Properties](#iff629c0c67e54d6ca4a249b8161bfa49_115) | | |

| [51](#iff629c0c67e54d6ca4a249b8161bfa49_127) | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#iff629c0c67e54d6ca4a249b8161bfa49_127) | | |

| [53](#iff629c0c67e54d6ca4a249b8161bfa49_130) | | | [Financial Statements and Supplementary Data](#iff629c0c67e54d6ca4a249b8161bfa49_130) | | |

| [113](#iff629c0c67e54d6ca4a249b8161bfa49_271) | | | [Report of Independent Registered Public Accounting Firm](#iff629c0c67e54d6ca4a249b8161bfa49_271) | | |

| [116](#iff629c0c67e54d6ca4a249b8161bfa49_277) | | | [Controls and Procedures](#iff629c0c67e54d6ca4a249b8161bfa49_277) | | |

| [116](#iff629c0c67e54d6ca4a249b8161bfa49_283) | | | [Other Information](#iff629c0c67e54d6ca4a249b8161bfa49_283) | | |

| [117](#iff629c0c67e54d6ca4a249b8161bfa49_3324) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#iff629c0c67e54d6ca4a249b8161bfa49_3324) | | |

| [117](#iff629c0c67e54d6ca4a249b8161bfa49_289) | | | [Executive Compensation](#iff629c0c67e54d6ca4a249b8161bfa49_289) | | |

| [119](#iff629c0c67e54d6ca4a249b8161bfa49_304) | | | [Form 10-K Summary](#iff629c0c67e54d6ca4a249b8161bfa49_304) | | |

| [124](#iff629c0c67e54d6ca4a249b8161bfa49_310) | | | [Signatures](#iff629c0c67e54d6ca4a249b8161bfa49_310) | | |

FORWARD-LOOKING STATEMENTS

In addition, no assurance can be given that any plan, initiative, projection, goal commitment, expectation, or prospect set forth in this Form 10-K can or will be achieved.

Honeywell uses our Investor Relations website, investor.honeywell.com, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD.

Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.

Information contained on or accessible through, including any reports available on, our website is not a part of, and is not incorporated by reference into, this Form 10-K or any other report or document we file with the SEC.

Any reference to our website in this Form 10-K is intended to be an inactive textual reference only.

ABOUT HONEYWELL

The COVID-19 pandemic continued to impact the global economy and certain of our business; however, our execution during 2021 allowed us to grow our market share, exceed our financial commitments, and strategically position our business for continued success.

In 2021, we delivered sales growth of 5% to $34.4 billion, led by strong demand in our Warehouse and Workflow Solutions, Productivity Solutions and Services, Advanced Materials, and Commercial Aviation businesses.

We deepened focus on our three transformation initiatives to actively deploy capital to achieve portfolio optimization, drive a culture of innovation enabling growth, and lead in Environmental, Social, and Governance objectives.

In executing on these initiatives, we completed four acquisitions, drove growth in sustainable technologies and positively impacted our communities that face continued challenges from the COVID-19 pandemic and other socioeconomic factors.

Overall, our orders were up 11%, compared to 2020, and we carry a robust backlog of $27.7 billion as of December 31, 2021.

We continue to monitor and respond to several ongoing macroeconomic factors, including supply chain constraints accompanied by shortages and rising costs for materials and labor.

We implemented and continue to identify actions to mitigate the effect of these factors and reduce the impact on our businesses.

| | | | YEAR IN REVIEW | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Sales up by 5% to | | | | | | | | | Diluted EPS up by | | | | | | | | | Operating cash flows of | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | $34.4 BILLION | | | | | | | | | 17.7% | | | | | | | | | $6 BILLION | | | | | |

| | | | led by strong demand in certain of our businesses as result of the recovery from the global recession created by the COVID-19 pandemic | | | | | | | | | reflecting strong earnings in our core businesses and continued deployment of capital for share repurchases | | | | | | | | | as we remain focused on increasing operating cash flows through revenue growth, margin expansion, and improved working capital turnover | | | | | |

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was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Emerging growth company ☐

| [Business](#i8bfcf46146ba43fc956d0412589a6718_13) | | | | | | [2](#i8bfcf46146ba43fc956d0412589a6718_13) | | |

| [Properties](#i8bfcf46146ba43fc956d0412589a6718_28) | | | | | | [43](#i8bfcf46146ba43fc956d0412589a6718_28) | | |

| [Controls and Procedures](#i8bfcf46146ba43fc956d0412589a6718_217) | | | | | | [114](#i8bfcf46146ba43fc956d0412589a6718_217) | | |

| [Other Information](#i8bfcf46146ba43fc956d0412589a6718_220) | | | | | | [114](#i8bfcf46146ba43fc956d0412589a6718_220) | | |

| [Executive Compensation](#i8bfcf46146ba43fc956d0412589a6718_229) | | | | | | [115](#i8bfcf46146ba43fc956d0412589a6718_229) | | |

| [Form 10-K Summary](#i8bfcf46146ba43fc956d0412589a6718_2861) | | | | | | [117](#i8bfcf46146ba43fc956d0412589a6718_2861) | | |

| [Signatures](#i8bfcf46146ba43fc956d0412589a6718_250) | | | | | | [123](#i8bfcf46146ba43fc956d0412589a6718_250) | | |

Aerospace is a leading global supplier of products, software and services for aircrafts that it sells to original equipment manufacturers (OEM) and other customers in a variety of end markets including: air transport, regional, business and general aviation aircraft, airlines, aircraft operators and defense and space contractors.

Aerospace also provides spare parts, repair, overhaul and maintenance services (principally to aircraft operators) for the aftermarket.

UOP provides process technology, products, including catalysts and adsorbents, equipment, and consulting services that enable customers to efficiently produce gasoline, diesel, jet fuel, petrochemicals and renewable fuels for the petroleum refining, gas processing, petrochemical, and other industries.

In the industrial environment, Honeywell Forge solutions enable integration and connectivity to provide a holistic view of operations and turn data into clear actions to maximize productivity and efficiency.

Honeywell Forge's cybersecurity capabilities help identify risks and act on cyber-related incidents, together enabling improved operations and protecting processes, people and assets.

Safety and Productivity Solutions is a leading global provider of products and software that improve productivity, workplace safety and asset performance to customers around the globe.

Honeywell Forge solutions digitally automate processes to improve efficiency while reducing downtime and safety costs.

- Aerospace: Garmin, Raytheon Technologies, Safran and Thales

- Performance Materials and Technologies: ABB, Albemarle, Arkema, BASF, Dupont, Emerson Electric, Exterran, Grace and Yokogawa

- Safety and Productivity Solutions: 3M, Kion Group, MSA Safety Incorporated, TE Connectivity and Zebra Technologies

Despite a challenging 2020, we continued to deliver on our financial commitments and create long-term shareowner value.

Although sales declined 11% to $32.6 billion, our differentiated solutions delivered double-digit sales growth in the defense and space, warehouse automation, PPE and recurring connected software businesses.

We adapted to apply Honeywell's capabilities toward addressing the COVID-19 challenges of our customers around the world.

Our execution through the downturn demonstrated our ability to move quickly and decisively to reduce fixed costs, ensure liquidity, invest in growth, and position ourselves for recovery, while at the same time, remaining focused on our three transformation initiatives – Honeywell Connected Enterprise, Honeywell Digital, and Integrated Supply Chain.

Further, we improved our cash and short-term investments by $4.8 billion, which provided stability as well as opportunity for investment during challenging times.

Orders for our warehouse automation, PPE, and healthy building solutions remain strong, and we carry a robust backlog of $26.4 billion as of December 31, 2020.

BUSINESS OBJECTIVES

Honeywell Forge provides Enterprise Performance Management Software-as-a-Service solutions to help drive operational excellence for our customers, collecting operational data from various assets and organizing data into an ecosystem where it can be useful;

Backlog was $26,376 million and $25,612 million at December 31, 2020 and 2019.

The principal raw materials used in our operations are readily available.

Although we occasionally experience disruption in raw materials supply, we experienced no significant problems in the purchase of key raw materials or commodities in 2020.

These networks

This year, we also deployed a mandatory unconscious bias training program to our global workforce as a supplement to their other learning opportunities.

In 2020, we received certifications from 100% of officers and employees where permitted by law.

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On October 1, 2018, we completed the tax-free spin-off to Honeywell shareowners of our Transportation Systems business, previously part of Aerospace, into a standalone publicly-traded company, Garrett Motion Inc. (Garrett).

On October 29, 2018, we completed the tax-free spin-off to Honeywell shareowners of our Homes and Global Distribution business, previously part of Home and Building Technologies (renamed Honeywell Building Technologies following the spin-off), into a standalone publicly-traded company, Resideo Technologies, Inc. (Resideo).

We removed the assets and liabilities associated with Garrett and Resideo from our Consolidated Balance Sheet as of the effective dates of the respective spin-offs.