Honeywell International 10-Q 2023-06-30

Filed 2023-07-27. 8 sections, 225K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

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

x2_c93457a01a02.jpg

Honeywell International Inc.

(Exact name of registrant as specified in its charter)

Delaware22-2640650
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
855 South Mint Street28202
Charlotte,North Carolina
(Address of principal executive offices)(Zip Code)
(704)627-6200
(Registrant’s telephone number, including area code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1 per shareHONThe Nasdaq Stock Market LLC
0.000% Senior Notes due 2024HON 24AThe Nasdaq Stock Market LLC
3.500% Senior Notes due 2027HON 27The Nasdaq Stock Market LLC
2.250% Senior Notes due 2028HON 28AThe Nasdaq Stock Market LLC
0.750% Senior Notes due 2032HON 32The Nasdaq Stock Market LLC
3.750% Senior Notes due 2032HON 32AThe Nasdaq Stock Market LLC
4.125% Senior Notes due 2034HON 34The Nasdaq Stock Market LLC

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.

Large accelerated filerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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 663,961,433 shares of Common Stock outstanding at June 30, 2023.

TABLE OF CONTENTS

Cautionary Statement about Forward-Looking Statements1
About Honeywell2
PART IFinancial Information
ITEM 1Financial Statements and Supplementary Data (unaudited):3
Consolidated Statement of Operations (unaudited) – Three and Six Months Ended June 30, 2023, and 20223
Consolidated Statement of Comprehensive Income (unaudited) – Three and Six Months Ended June 30, 2023, and 20224
Consolidated Balance Sheet (unaudited) – June 30, 2023, and December 31, 20225
Consolidated Statement of Cash Flows (unaudited) – Six Months Ended June 30, 2023, and 20226
Consolidated Statement of Shareowners' Equity (unaudited) – Three and Six Months Ended June 30, 2023, and 20227
Note 1 – Basis of Presentation8
Note 2 – Summary of Significant Accounting Policies8
Note 3 – Acquisitions and Divestitures9
Note 4 – Revenue Recognition and Contracts with Customers10
Note 5 – Repositioning and Other Charges13
Note 6 – Income Taxes15
Note 7 – Inventories16
[Note 8 – Long-term Debt and Credit Agreements](#id9b34da4f8b24a94b150ff

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in tables and graphs in millions)

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 six months ended June 30, 2023. The financial information as of June 30, 2023, should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 2022, contained in our 2022 Annual Report on Form 10-K. See Note 3 Acquisitions and Divestitures of Notes to Consolidated Financial Statements for a discussion of acquisition and divestiture activity during the six months ended June 30, 2023. Certain prior year amounts are reclassified to conform to the current year presentation.

BUSINESS UPDATE

Historically, we included Company-sponsored costs and costs that relate to contracts with customers for research and development projects as a component of Cost of products and services sold on the Consolidated Statement of Operations. Effective January 1, 2023, we began classifying Company-sponsored costs for research and development projects as a separate financial statement line item, titled Research and development expenses, on the Consolidated Statement of Operations, and recast prior period results for this reclassification. This reclassification had no impact on net income, earnings per share, cash flows, segment reporting, or financial position. We revised historical periods to reflect this change in presentation.

In July 2022, we realigned certain business units within the Safety and Productivity Solutions reportable business segment. The Safety and Retail business unit, which included our gas detection and safety business, combined with the Advanced Sensing Technologies business unit to form the Sensing and Safety Technologies business unit. This realignment provides opportunities to capitalize on shared synergies and core technologies resulting in greater value for our customers and the markets we serve. We recast historical periods to reflect this realignment.

MACROECONOMIC CONDITIONS

Through the first half of 2023, material inflation continued to moderate. While we see signs of relief in supply chains for semiconductors and logistics, we continue to experience supply chain constraints, including labor shortages in the Aerospace supply base, and inflationary cost pressures in manufacturing labor. We continue to leverage previously implemented short-term and long-term mitigation strategies.

Our mitigation strategies include pricing actions, longer term planning for constrained materials, 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. Where we cannot procure key components or raw materials, we consider altering existing products and develop new products to satisfy customer needs. Alterations to existing products and the development of new products undergo product quality controls and engineering qualification, prior to releasing to our customers. In addition, we assist our suppliers facing manufacturing challenges by committing our own resources to their sites and facilities. 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.

The Russia-Ukraine conflict continues to create volatility in global financial and energy markets and contribute to supply chain shortages adding to the inflationary pressures in the global economy. We actively collaborate with our suppliers to minimize impacts of supply shortages on our manufacturing capabilities and implement strategies to reduce our reliance on natural gas at critical sites in Europe.

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

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RESULTS OF OPERATIONS

Consolidated Financial Results

549755814007

57

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Net Sales by Segment

54975581401280

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Segment Profit by Segment

549755814016109

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CONSOLIDATED OPERATING RESULTS

Net Sales

549755814536549755814537

The change in Net sales was attributable to the following:

Q2 2023 vs. Q2 2022Year to Date 2023 vs. 2022
Volume(1)%—%
Price4%5%
Foreign currency translation(1)%(1)%
Total % change in Net sales2%4%

A discussion of Net sales by reportable business segment can be found in the Review of Business Segments section of this Management's Discussion and Analysis.

Q2 2023 compared with Q2 2022

Net sales increased due to the following:

  • Increased pricing,

  • Partially offset by lower sales volumes and 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 Chinese Renminbi, Canadian Dollar, and Australian Dollar.

YTD 2023 compared with YTD 2022

Net sales increased due to the following:

  • Increased pricing,

  • 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 Chinese Renminbi, Canadian Dollar, British Pound, and Australian Dollar.

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Cost of Products and Services Sold

549755815899549755815900

Q2 2023 compared with Q2 2022

Cost of products and services sold was flat due to the following:

  • Lower repositioning and other charges due to prior year charges attributable to suspending and winding down our businesses and operations in Russia of approximately $0.1 billion or 2%, and

  • Lower sales volumes of approximately $0.1 billion or 2%,

  • Offset by higher direct and indirect material costs and higher labor costs of approximately $0.2 billion or 4%.

YTD 2023 compared with YTD 2022

Cost of products and services sold increased due to the following:

  • Higher direct and indirect material costs and higher labor costs of approximately $0.4 billion or 4%,

  • Partially offset by lower repositioning and other charges of approximately $0.2 billion or 2%, which include prior year charges attributable to suspending and winding down our businesses and operations in Russia.

Gross Margin

549755816280549755816281549755816282

Q2 2023 compared with Q2 2022

Gross margin increased by approximately $0.2 billion and gross margin percentage increased 170 basis points to 38.5% compared to 36.8% for the same period of 2022.

YTD 2023 compared with YTD 2022

Gross margin increased by approximately $0.5 billion and gross margin percentage increased 160 basis points to 38.2% compared to 36.6% for the same period of 2022.

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Research and Development Expenses

549755819073424

Q2 2023 compared with Q2 2022

Research and development expenses were flat.

YTD 2023 compared with YTD 2022

Research and development expenses were flat.

Selling, General and Administrative Expenses

549755817265549755817266549755817267

Q2 2023 compared with Q2 2022

Selling, general and administrative expenses decreased due to higher productivity.

YTD 2023 compared to YTD 2022

Selling, general and administrative expenses decreased due to prior year charges attributable to suspending and winding down our businesses and operations in Russia.

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Other (Income) Expense

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Other (income) expense$(208)$(190)$(468)$(509)

Q2 2023 compared with Q2 2022

Other income increased due to the following:

  • Prior year charges and accruals of reserves attributable to suspending and winding down our businesses and operations in Russia and UOP matters of approximately $0.1 billion, and

  • Higher interest income of approximately $0.1 billion,

  • Partially offset by lower pension and other postretirement income of approximately $0.1 billion.

YTD 2023 compared with YTD 2022

Other income decreased due to the following:

  • Lower pension and other postretirement income of approximately $0.3 billion,

  • Partially offset by higher interest income of approximately $0.1 billion and prior year charges attributable to suspending and winding down our businesses and operations in Russia and UOP matters of approximately $0.1 billion.

Tax Expense

549755818325549755818326549755818327

Q2 2023 compared with Q2 2022

The effective tax rate decreased due to benefits from taxes on non-U.S. earnings, lower accrued withholding tax related to unremitted foreign earnings, favorable resolution of tax matters, employee share-based compensation deductions, and lower repositioning related expenses, representing a 470 basis-point decrease.

YTD 2023 compared with YTD 2022

The effective tax rate decreased due to the following:

  • Benefits from taxes on non-U.S. earnings, favorable resolution of tax matters, and lower repositioning related expenses, representing a 450 basis-point decrease,

  • Partially offset by tax expense from accrued withholding tax related to unremitted foreign earnings representing a 30 basis-point increase.

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Net Income Attributable to Honeywell

549755819062549755819063549755819064

Q2 2023 compared to Q2 2022

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

  • Higher segment profit from all of our reportable business segments impacted earnings per share by $0.21 after tax,

  • Lower repositioning and other charges, due to prior year charges attributable to suspending and winding down our businesses and operations in Russia, impacted earnings per share by $0.18 after tax, and

  • Prior year recognition of an expense related to UOP Matters impacted earnings per share by $0.07, with no tax impact,

  • Partially offset by lower pension income which impacted earnings per share by $0.14 after tax.

YTD 2023 compared to YTD 2022

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

  • Lower repositioning and other charges, including charges attributable to suspending and winding down our businesses and operations in Russia, impacted earnings per share by $0.52 after tax,

  • Higher segment profit from all of our reportable business segments impacted earnings per share by $0.41 after tax, and

  • Higher interest income impacted earnings per share by $0.13 after tax,

  • Partially offset by lower pension income which impacted earnings per share by $0.27 after tax.

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REVIEW OF BUSINESS SEGMENTS

We globally manage our business operations through four reportable business segments: Aerospace, Honeywell Building Technologies, Performance Materials and Technologies, and Safety and Productivity Solutions.

AEROSPACE

Net Sales

549755814952549755814953549755814954

Three Months Ended June 30,Six Months Ended June 30,
20232022% Change20232022% Change
Net sales$3,341$2,89815%$6,452$5,64714%
Cost of products and services sold2,0411,7783,9773,412
Selling, general and administrative and other expenses376353724715
Segment profit$924$76720%$1,751$1,52015%
2023 vs. 2022
Three Months Ended June 30,Six Months Ended June 30,
Factors Contributing to Year-Over-Year ChangeNet SalesSegment ProfitNet SalesSegment Profit
Organic(1)16%21%15%16%
Foreign currency translation(1)%(1)%(1)%(1)%
Acquisitions, divestitures, and other, net—%—%—%—%
Total % change15%20%14%15%

(1) Organic sales % change, presented for all of our reportable business segments, is defined as the change in Net sales, excluding the impact on sales from foreign currency translation and acquisitions, net of divestitures, for the first 12 months following the transaction date. We believe this non-GAAP measure is useful to investors and management in understanding the ongoing operations and analysis of ongoing operating trends.

Q2 2023 compared to Q2 2022

Sales increased $443 million due to higher organic sales of $330 million in Commercial Aviation Aftermarket primarily driven by higher sales volumes in air transport due to an increase in flight hours and higher organic sales of $83 million in Commercial Aviation Original Equipment primarily driven by higher sales volumes due to increased shipments.

Segment profit increased $157 million and segment margin percentage increased 120 basis points to 27.7% compared to 26.5% for the same period of 2022.

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YTD 2023 compared to YTD 2022

Sales increased $805 million due to higher organic sales of $592 million in Commercial Aviation Aftermarket primarily driven by higher sales volumes in air transport due to an increase in flight hours and higher organic sales of $150 million in Commercial Aviation Original Equipment primarily driven by higher sales volumes due to increased shipments.

Segment profit increased $231 million and segment margin percentage increased 20 basis points to 27.1% compared to 26.9% for the same period of 2022.

HONEYWELL BUILDING TECHNOLOGIES

Net Sales

549755814435549755814436549755814437

Three Months Ended June 30,Six Months Ended June 30,
20232022% Change20232022% Change
Net sales$1,510$1,531(1)%$2,997$2,9601%
Cost of products and services sold8098251,6011,612
Selling, general and administrative and other expenses316346636652
Segment profit$385$3607%$760$6969%
2023 vs. 2022
Three Months Ended June 30,Six Months Ended June 30,
Factors Contributing to Year-Over-Year ChangeNet SalesSegment ProfitNet SalesSegment Profit
Organic—%7%5%12%
Foreign currency translation(1)%—%(4)%(3)%
Acquisitions, divestitures, and other, net—%—%—%—%
Total % change(1)%7%1%9%

Q2 2023 compared to Q2 2022

Sales decreased $21 million due to the unfavorable impact of foreign currency translation.

Segment profit increased $25 million and segment margin percentage increased 200 basis points to 25.5% compared to 23.5% for the same period of 2022.

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YTD 2023 compared to YTD 2022

Sales increased $37 million due to higher organic sales of $84 million in Building Solutions primarily driven by higher sales volumes in building projects and services and higher organic sales of $51 million in Products primarily driven by increased pricing, partially offset by the unfavorable impact of foreign currency translation of $100 million.

Segment profit increased $64 million and segment margin percentage increased 190 basis points to 25.4% compared to 23.5% for the same period of 2022.

PERFORMANCE MATERIALS AND TECHNOLOGIES

Net Sales

549755814547549755814548549755814549

Three Months Ended June 30,Six Months Ended June 30,
20232022% Change20232022% Change
Net sales$2,861$2,6946%$5,610$5,1479%
Cost of products and services sold1,7961,6503,5273,166
Selling, general and administrative and other expenses443443895870
Segment profit$622$6013%$1,188$1,1117%
2023 vs. 2022
Three Months Ended June 30,Six Months Ended June 30,
Factors Contributing to Year-Over-Year ChangeNet SalesSegment ProfitNet SalesSegment Profit
Organic7%4%11%9%
Foreign currency translation(1)%(1)%(2)%(2)%
Acquisitions, divestitures, and other, net—%—%—%—%
Total % change6%3%9%7%

Q2 2023 compared to Q2 2022

Sales increased $167 million due to higher organic sales of $129 million in Process Solutions primarily driven by increased demand in projects and lifecycle solutions and services and higher organic sales of $61 million in UOP primarily driven by growth in gas processing.

Segment profit increased $21 million and segment margin percentage decreased 60 basis points to 21.7% compared to 22.3% for the same period of 2022.

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YTD 2023 compared to YTD 2022

Sales increased $463 million due to higher organic sales of $307 million in Process Solutions primarily driven by increased demand in projects and lifecycle solutions and services, higher organic sales of $150 million in UOP primarily driven by growth in gas processing and refining catalyst shipments, and higher organic sales of $93 million in Advanced Materials primarily driven by increased pricing, partially offset by the unfavorable impact of foreign currency translation of $87 million.

Segment profit increased $77 million and segment margin percentage decreased 40 basis points to 21.2% compared to 21.6% for the same period of 2022.

SAFETY AND PRODUCTIVITY SOLUTIONS

Net Sales

549755814567549755814568549755814569

Three Months Ended June 30,Six Months Ended June 30,
20232022% Change20232022% Change
Net sales$1,433$1,829(22)%$2,948$3,573(17)%
Cost of products and services sold8911,2341,8342,385
Selling, general and administrative and other expenses303364615704
Segment profit$239$2313%$499$4843%
2023 vs. 2022
Three Months Ended June 30,Six Months Ended June 30,
Factors Contributing to Year-Over-Year ChangeNet SalesSegment ProfitNet SalesSegment Profit
Organic(21)%4%(16)%5%
Foreign currency translation(1)%(1)%(1)%(2)%
Acquisitions, divestitures, and other, net—%—%—%—%
Total % change(22)%3%(17)%3%

Q2 2023 compared to Q2 2022

Sales decreased $396 million due to lower organic sales of $234 million in Warehouse and Workflow Solutions primarily driven by lower demand for projects and lower organic sales of $136 million in Productivity Solutions and Services primarily driven by lower demand for products.

Segment profit increased $8 million and segment margin percentage increased 410 basis points to 16.7% compared to 12.6% for the same period in 2022.

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YTD 2023 compared to YTD 2022

Sales decreased $625 million due to lower organic sales of $360 million in Warehouse and Workflow Solutions primarily driven by lower demand for projects and lower organic sales of $180 million in Productivity Solutions and Services primarily driven by lower demand for products.

Segment profit increased $15 million and segment margin percentage increased 340 basis points to 16.9% compared to 13.5% for the same period in 2022.

CORPORATE AND ALL OTHER

Corporate and All Other primarily includes unallocated corporate costs, interest expense on holding-company debt, and the controlling majority-owned interest in Quantinuum. Corporate and All Other is not a separate reportable business segment as segment reporting criteria is not met. The Company continues to monitor the activities in Corporate and All Other to determine the need for further reportable business segment disaggregation.

REPOSITIONING CHARGES

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 six months ended June 30, 2023, and 2022. Cash spending related to our repositioning actions was $150 million in the six months ended June 30, 2023, and was funded through operating cash flows.

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LIQUIDITY AND CAPITAL RESOURCES

(Dollars in tables in millions)

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.

CASH

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. As of June 30, 2023, and December 31, 2022, we held $8.8 billion and $10.1 billion, respectively, of cash and cash equivalents, including our short-term investments.

As of June 30, 2023, $5.1 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.

CASH FLOW SUMMARY

Our cash flows from operating, investing, and financing activities, as reflected in the Consolidated Statement of Cash Flows, are summarized as follows:

Six Months Ended June 30,
20232022Variance
Cash and cash equivalents at beginning of period$9,627$10,959$(1,332)
Operating activities
Net income attributable to Honeywell2,8812,395486
Noncash adjustments842931(89)
Changes in working capital(729)(1,578)849
NARCO Buyout payment(1,325)—(1,325)
Other operating activities(1,093)(923)(170)
Net cash provided by operating activities576825(249)
Net cash provided by (used for) investing activities(709)414(1,123)
Net cash used for financing activities(863)(3,832)2,969
Effect of exchange rate changes on cash and cash equivalents(5)(118)113
Net decrease in cash and cash equivalents(1,001)(2,711)1,710
Cash and cash equivalents at end of period$8,626$8,248$378

Cash related to operating activities decreased by $249 million primarily driven by the payment pursuant to the North American Refractories Company (NARCO) Amended Buyout Agreement and payment for the settlement of UOP Matters. This was partially offset by cash generated from operations, which included a favorable impact of working capital and the HWI Net Sale Proceeds. The favorable impact of working capital was driven by a $399 million decrease in Accounts receivable, primarily due to higher cash receipts, and a $354 million increase in Accounts payable, primarily due to increased material receipts and lower disbursements. See Note 14 Commitments and Contingencies of Notes to the Consolidated Financial Statements for additional information on the NARCO Amended Buyout Agreement, HWI Net Sale Proceeds, and UOP Matters.

Cash related to investing activities decreased by $1,123 million primarily due to a $483 million increase in cash paid for acquisitions, $409 million cash receipts from Garrett Motion Inc. (Garrett) in 2022, and $375 million decrease in cash receipts from settlements of derivative contracts related to foreign exchange hedging, partially offset by $227 million net decrease in investments, as maturing short-term investments are moved into cash deposits.

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Cash related to financing activities increased by $2,969 million primarily due to a $2,965 million increase in proceeds from the issuance of long-term debt and $1,261 million decrease in repurchases of common stock, partially offset by $1,295 increase in payments of long-term debt.

CASH REQUIREMENTS AND ASSESSMENT OF CURRENT LIQUIDITY

In addition to our normal operating cash requirements, our principal future cash requirements will be to fund capital expenditures, share repurchases, dividends, strategic acquisitions, and debt repayments. On April 24, 2023, the Board of Directors authorized the repurchase of up to $10 billion of Honeywell common stock, including approximately $2.1 billion of remaining availability under the previously announced $10 billion share repurchase authorization. During the six months ended June 30, 2023, we repurchased common stock of $1,176 million. Refer to the section titled Liquidity and Capital Resources of our 2022 Form 10-K for a discussion of our expected capital expenditures, share repurchases, and dividends for 2023.

We continue to identify opportunities to improve our liquidity and working capital efficiency, which includes the extension of payment terms with our suppliers and transfer of our trade receivables to unaffiliated financial institutions on a true sale basis. The impact of these programs is not material to our overall liquidity.

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. 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.

In early 2023, we made payments of approximately $1.5 billion in connection with the NARCO Buyout and UOP Matters. Pursuant to the NARCO Amended Buyout Agreement, we are entitled to receive proceeds related to the HWI Sale. During the six months ended June 30, 2023, we received proceeds from the HWI Sale in the amount of $275 million. These payments and receipts have not materially impacted our liquidity position. See Note 11 Fair Value Measurements of Notes to Consolidated Financial Statements for additional discussion related to the fair value of future proceeds from the HWI Sale.

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.

See Note 8 Long-term Debt and Credit Agreements of Notes to Consolidated Financial Statements for additional discussion of items impacting our liquidity.

BORROWINGS

We leverage a variety of debt instruments to manage our overall borrowing costs. As of June 30, 2023, and December 31, 2022, our total borrowings were $21.4 billion and $19.6 billion, respectively.

June 30, 2023December 31, 2022
Commercial paper$2,826$2,715
Variable rate notes2222
Fixed rate notes18,83417,086
Other232267
Fair value of hedging instruments(285)(287)
Debt issuance costs(256)(233)
Total borrowings$21,373$19,570

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.

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 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.

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We also have the following revolving credit agreements:

  • A $1.5 billion 364-day credit agreement (the 364-Day Credit Agreement) with a syndicate of banks, dated as of March 20, 2023. Amounts borrowed under the 364-Day Credit Agreement are required to be repaid no later than March 18, 2024, 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 18, 2025, 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 24, 2022, which was terminated in accordance with its terms effective March 20, 2023. As of June 30, 2023, there were no outstanding borrowings under our 364-Day Credit Agreement.

  • A $4.0 billion five-year credit agreement (the 5-Year Credit Agreement) with a syndicate of banks, dated as of March 20, 2023. 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 24, 2022. As of June 30, 2023, there were no outstanding borrowings under our 5-Year Credit Agreement.

We also have a current shelf registration statement filed with the Securities and Exchange Commission (SEC) under which we may issue additional debt securities, common stock, and preferred stock that may be offered in one or more offerings on terms to be determined at the time of the offering. We anticipate that net proceeds of any offering would be used for general corporate purposes, including repayment of existing indebtedness, share repurchases, capital expenditures, and acquisitions.

CREDIT RATINGS

Our ability to access the global debt capital markets and the related cost of these borrowings is affected by the strength of our credit rating and market conditions. Our credit ratings are periodically reviewed by the major independent debt-rating agencies. As of June 30, 2023, S&P Global Inc. (S&P), Fitch Ratings Inc. (Fitch), and Moody’s Investor Service (Moody's) have ratings on our debt set forth in the table below:

S&PFitchMoody's
OutlookStableStableStable
Short-termA-1F1P1
Long-termAAA2

OTHER MATTERS

LITIGATION

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

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to our Critical Accounting Estimates presented in our 2022 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 2022 Annual Report on Form 10-K.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for a discussion of recent accounting pronouncements.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

For a discussion of the Company’s quantitative and qualitative disclosures about market risks, see the section titled Quantitative and Qualitative Disclosures About Market Risks in our 2022 Annual Report on Form 10-K. As of June 30, 2023, there has been no material change in this information.

Item 4. CONTROLS AND PROCEDURES

Honeywell management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure information required to be disclosed in the reports that Honeywell files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer, our Chief Financial Officer, and our Controller, as appropriate, to allow timely decisions regarding required disclosure. There were no changes that materially affected, or are reasonably likely to materially affect, Honeywell’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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 a discussion of environmental, asbestos, and other litigation matters in Note 14 Commitments and Contingencies of Notes to Consolidated Financial Statements.

There were no matters requiring disclosure pursuant to the requirement to disclose certain environmental matters involving potential monetary sanctions in excess of $300,000.

Item 1A. RISK FACTORS

There have been no material changes to our Risk Factors presented in our 2022 Annual Report on Form 10-K under the section titled Risk Factors. For further discussion of our Risk Factors, refer to the section titled Risk Factors in our 2022 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 24, 2023, the Board of Directors authorized the repurchase of up to $10 billion of Honeywell common stock, including approximately $2.1 billion of remaining availability under the previously announced $10 billion share repurchase authorization. The repurchase authorization does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice.

Repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, 10b5-1 plans, other transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing. Honeywell presently expects to repurchase outstanding shares from time to time (i) to offset the dilutive impact of employee stock-based compensation plans, including option exercises, restricted unit vesting, and matching contributions under our savings plans, and (ii) to reduce share count via share repurchases as and when attractive opportunities arise. The amount and timing of future repurchases may vary depending on market conditions and the level of operating, financing, and other investing activities.

During the quarter ended June 30, 2023, Honeywell purchased 2,430,801 shares of its common stock, par value $1 per share. As of June 30, 2023, $9.6 billion remained available for additional share repurchases. The following table summarizes our purchases of Honeywell's common stock for the quarter ended June 30, 2023:

Issuer Purchases of Equity Securities
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs (Dollars in millions)
April 1-30, 2023686,048$193.84686,048$9,986
May 1-31, 2023887,293$196.05887,293$9,812
June 1-30, 2023857,460$198.17857,460$9,642

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ITEM 4. MINE SAFETY DISCLOSURES

One of our wholly-owned subsidiaries has a placer claim for and operates a chabazite ore surface mine in Arizona. Information concerning mine safety and other regulatory matters associated with this mine is required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K and is included in Exhibit 95 to this quarterly report.

Item 5. OTHER INFORMATION

EQUITY TRADING PLAN ELECTIONS

Certain executive officers and directors of the Company may execute purchases and sales of the Company's common stock through 10b5-1 and non-Rule 10b5-1 equity trading plans. The following table describes equity trading plans adopted by our executive officers and directors during the three months ended June 30, 2023:

Name and titleActionPlan TypeDate of adoption of Rule 10b5-1 trading planScheduled expiration of Rule 10b5-1 trading planAggregate number of securities to be purchased or sold
Kevin Burke DirectorAdoptionRule 10b5-15/30/202311/30/20245,732 stock options and associated sale of shares to cover option exercise costs and tax obligations.

During the three months ended June 30, 2023, none of our executive officers or directors terminated or modified a 10b5-1 equity trading plan, or adopted, terminated, or modified any non-Rule 10b5-1 equity trading arrangement (as defined in Item 408(c) of Regulation S-K).

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Item 6. EXHIBITS

Exhibit No.Description
31.1Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
95Mine Safety Disclosures (filed herewith)
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCHInline XBRL Taxonomy Extension Schema (filed herewith)
101.CALInline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEFInline XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LABInline XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PREInline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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.

HONEYWELL INTERNATIONAL INC.
Date: July 27, 2023By:/s/ Robert D. Mailloux
Robert D. Mailloux Vice President and Controller (on behalf of the Registrant and as the Registrant’s Principal Accounting Officer)

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