Honeywell International 10-Q/A 2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _____

Commission file number 1-8974

Honeywell International Inc.

(Exact name of registrant as specified in its charter)

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

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 whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

There were 316,940,010 shares of Common Stock outstanding at June 30, 2026.

EXPLANATORY NOTE

Honeywell International Inc. (we, us, our, Honeywell Technologies, or the Company) is filing this Amendment No. 1 (this Amendment) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, previously filed with the Securities and Exchange Commission (SEC) on July 23, 2026 (the Original Filing), solely for the purpose of correcting typographical errors in the presentation of backlog by business segment in Item 2 of Part I, the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Specifically, the backlog amounts reflected for each of the Industrial Automation, Building Automation and Process Automation and Technology segments were misaligned with the amounts corresponding to such segment. The backlog amounts for the Aerospace Technologies segment and the Company were properly aligned with the corresponding segment and remain unchanged. The revised MD&A disclosure is included in Item 2 of Part I of this Amendment.

Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing. This Amendment does not reflect or purport to reflect any information or events occurring after the date of the Original Filing nor does it modify or update the disclosures contained in the Original Filing that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings made with the SEC subsequent to the filing of the Original Filing.

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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 Technologies, we, us, our, or the Company) for the three and six months ended June 30, 2026. The financial information as of June 30, 2026, should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 2025, contained in our 2025 Annual Report on Form 10-K. Certain prior year amounts are reclassified to conform to the current year presentation. Discussions throughout the Management’s Discussion and Analysis of Financial Condition and Results of Operations are based on continuing operations unless otherwise noted.

BUSINESS UPDATE

MACROECONOMIC CONDITIONS

We continue to operate in a challenging macroeconomic and geopolitical environment, including ongoing conflict in the Middle East and its impact on energy markets, trade flows, and shipping. Global growth expectations moderated, while inflationary pressures and market volatility remain elevated. In response, we remain focused on disciplined supplier engagement and proactive actions to manage critical material availability, logistics conditions, and input cost volatility across our network.

Mitigation strategies are an important component of our approach to managing these risks, including portfolio and supply chain simplification, alignment to local and regional supply sources, pricing actions, dual-source strategies, and longer-term approaches for constrained materials. These efforts include direct engagement with key suppliers, new supplier development, and, where appropriate, design modifications. We maintain relationships with both primary and secondary suppliers to support sourcing continuity and operational flexibility. Due to stringent quality controls and product qualification processes, these strategies have not impacted, and are not expected to impact, product quality or reliability.

To date, our strategies have helped manage our exposure to these supply chain and cost-related conditions. However, continued volatility driven by geopolitical conflict, evolving trade policies, and persistent inflationary pressures may have a material adverse effect on our consolidated results of operations, cash flows, or financial condition.

PORTFOLIO TRANSFORMATION

We continually 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 also identify businesses that do not fit into our long-term strategic plan based on their market position, relative profitability, or growth potential.

In 2025, we announced we were evaluating strategic alternatives for our Productivity Solutions and Services and Warehouse and Workflow Solutions businesses within the Industrial Automation reportable segment to further simplify Honeywell Technologies’ portfolio and accelerate shareowner value creation ahead of the Aerospace Spin-Off. Beginning December 31, 2025, the assets and liabilities of these businesses were classified as held for sale. In April 2026, we announced that we reached agreements to sell the businesses in two separate transactions, both of which are expected to close in the third quarter of 2026 and are subject to customary closing conditions, including receipt of certain regulatory approvals.

On June 4, 2026, the Company’s former consolidated subsidiary Quantinuum completed its IPO. Upon completion of the IPO, the Company retained a 48% noncontrolling ownership interest in Quantinuum and accounts for its Quantinuum investment as an equity method investment.

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In the third quarter on June 29, 2026, the Company completed the Aerospace Spin-Off. Each Honeywell Technologies shareowner received one share of Honeywell Aerospace common stock for every two shares of Honeywell Technologies common stock held of record as of the close of business on June 15, 2026, except that they received cash in lieu of any fractional shares of Honeywell Aerospace common stock that they would have received after application of such distribution ratio. After the date of the Aerospace Spin-Off, Honeywell Technologies does not beneficially own any shares of Honeywell Aerospace common stock and no longer consolidates Honeywell Aerospace into its financial results. The historical financial results of Honeywell Aerospace will be reflected in Honeywell Technologies’ consolidated financial statements as discontinued operations under GAAP for all periods beginning in the third quarter of 2026. In addition, following completion of the Aerospace Spin-Off, we now manage our businesses through three reportable business segments: Building Automation, Process Automation and Technology, and Industrial Automation.

On July 17, 2026, we acquired Johnson Matthey’s Catalyst Technologies business segment for total consideration of $1,750 million, net of cash acquired.

SEGMENT REALIGNMENT

Effective in the first quarter of 2026, we realigned certain of our business units comprising our Industrial Automation and Energy and Sustainability Solutions reportable business segments. This realignment formed a new reportable business segment, Process Automation and Technology, and resulted in a new composition of our Industrial Automation reportable business segment. Process Automation and Technology is comprised of UOP, which was previously in Energy and Sustainability Solutions, and the core portion of the Process Solutions business, which was previously in Industrial Automation. The new composition of Industrial Automation continues to include the smart energy, thermal solutions, and process measurement and control businesses, previously included in the Process Solutions business, as well as the Sensing and Safety Technologies, Warehouse and Workflow Solutions, and Productivity Solutions and Services businesses. Following the realignment, our reportable business segments were Aerospace Technologies, Building Automation, Process Automation and Technology, and Industrial Automation. In addition to the realignment, also beginning in 2026, we report the disaggregation of revenue within our Building Automation, Process Automation and Technology, and Industrial Automation segments based on business models. The realignment had no impact on our historical consolidated financial position, results of operations, or cash flows. Prior period amounts have been recast to reflect this change.

OTHER MATTERS

On June 29, 2026, following completion of the Aerospace Spin-Off as described above, the Company effected a one-for-two reverse stock split (the Reverse Stock Split) and proportionate reduction in the number of authorized shares of common stock. As a result of the Reverse Stock Split, every two shares of common stock issued and outstanding or held by Honeywell Technologies as treasury shares were automatically combined into one share of common stock, and the number of authorized shares of common stock was reduced from 2 billion to 1 billion with no change in par value. Any fractional shares were settled in cash. All share and per share amounts have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented.

RESULTS OF OPERATIONS

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Consolidated Financial Results

Net Sales by Segment

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SIGNATURES

Pursuant to the requirements 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.