Honeywell International 10-Q 2025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

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)

Delaware									22-2640650
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
855 South Mint Street									28202
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 class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, par value $1 per share						HON						The Nasdaq Stock Market LLC
3.500% Senior Notes due 2027						HON 27						The Nasdaq Stock Market LLC
2.250% Senior Notes due 2028						HON 28A						The Nasdaq Stock Market LLC
3.375% Senior Notes due 2030						HON 30						The Nasdaq Stock Market LLC
0.750% Senior Notes due 2032						HON 32						The Nasdaq Stock Market LLC
3.750% Senior Notes due 2032						HON 32A						The Nasdaq Stock Market LLC
4.125% Senior Notes due 2034						HON 34						The Nasdaq Stock Market LLC
3.750% Senior Notes due 2036						HON 36						The 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 filer			x			Accelerated 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 642,682,909 shares of Common Stock outstanding at March 31, 2025.

TABLE OF CONTENTS

						Cautionary Statement about Forward-Looking Statements			1
						About Honeywell			2
PART I						Financial Information
ITEM 1						Financial Statements and Supplementary Data (unaudited):			3
						Consolidated Statement of Operations (unaudited) – Three Months Ended March 31, 2025, and 2024			3
						Consolidated Statement of Comprehensive Income (unaudited) – Three Months Ended March 31, 2025, and 2024			4
						Consolidated Balance Sheet (unaudited) – March 31, 2025, and December 31, 2024			5
						Consolidated Statement of Cash Flows (unaudited) – Three Months Ended March 31, 2025, and 2024			6
						Consolidated Statement of Shareowners' Equity (unaudited) – Three Months Ended March 31, 2025, and 2024			7
						Note 1 – Basis of Presentation			8
						Note 2 – Summary of Significant Accounting Policies			8
						Note 3 – Acquisitions, Divestitures, and Assets and Liabilities Held for Sale			9
						Note 4 – Revenue Recognition and Contracts with Customers			12
						Note 5 – Repositioning and Other Charges			15
						Note 6 – Income Taxes			16

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(Dollars in tables and graphs in millions, except per share amounts)

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.

BUSINESS UPDATE

MACROECONOMIC CONDITIONS

We are closely monitoring evolving macroeconomic conditions and heightened geopolitical risks. During the first quarter of 2025, there was a marked increase in economic and trade policy uncertainty globally. Rising trade tensions and changes to trade policy could adversely impact global growth and contribute to inflationary pressures. Global conflicts, tariffs, labor disruptions, and regulations continue to generate volatility in global markets and can contribute to supply chain vulnerabilities and pricing fluctuations. We remain proactive in our collaboration with suppliers to mitigate potential shortages and reduce supply and price volatility. We anticipate a moderation in global growth in 2025 and a higher level of uncertainty with respect to inflation and other macroeconomic trends.

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.

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.

SPIN-OFF OF ADVANCED MATERIALS

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.

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SEPARATION OF AUTOMATION AND AEROSPACE TECHNOLOGIES

On February 6, 2025, the Company announced its intention to pursue a separation of its Automation and Aerospace Technologies businesses into independent, U.S. publicly traded companies, which is intended to be completed in the second half of 2026. The planned separation is intended to be a tax-free separation to Honeywell shareowners for U.S. federal income tax purposes. The separation will be subject to the satisfaction of a number of customary conditions, including, among others, the filing and effectiveness of applicable filings (including a Form 10 registration statement that includes required financial statements) with the SEC, assurance that the separation of the businesses will be tax-free to Honeywell’s shareowners, receipt of applicable regulatory approvals, and final approval by Honeywell’s Board of Directors. The proposed separation is complex in nature, and may be affected by unanticipated developments, credit and equity markets, or changes in market conditions.

RESULTS OF OPERATIONS

Consolidated Financial Results

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Net Sales by Segment

Segment Profit by Segment

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CONSOLIDATED OPERATING RESULTS

Net Sales

The change in Net sales was attributable to the following:

						Q1 2025 vs. Q1 2024
Volume						2%
Price						2%
Foreign currency translation						(1)%
Acquisitions, divestitures, and other, net						5%
Total % change in Net sales						8%

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.

Q1 2025 compared with Q1 2024

Net sales increased due to the following:

• Incremental sales from recent acquisitions,

• Increased pricing and price adjustments to offset inflation, and

• Higher sales volumes,

• 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.

Our backlog of orders increased 13% to $36.1 billion, as of March 31, 2025, compared to March 31, 2024. Backlog represents the estimated remaining value of work to be performed or products to be shipped under firm contracts. Backlog is equal to our remaining performance obligations under the contracts that meet the guidance on revenue from contracts with customers as discussed in Note 4 Revenue Recognition and Contracts with Customers of Notes to Consolidated Financial Statements. Our backlog by reportable business segment is as follows:

			March 31, 2025
Aerospace Technologies			$	15,679
Industrial Automation			5,764
Building Automation			8,432
Energy and Sustainability Solutions			6,207
Corporate and All Other1			15
Total backlog			$	36,097

1						The backlog within Corporate and All Other relates to the Quantinuum business.

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Cost of Products and Services Sold

Q1 2025 compared with Q1 2024

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

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

• Higher direct and indirect material costs and higher labor costs of approximately $0.2 billion or 4%, and

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

• Partially offset by higher productivity of approximately $0.2 billion or 4%.

Gross Margin

Q1 2025 compared with Q1 2024

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.

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Research and Development Expenses

Q1 2025 compared with Q1 2024

Research and development expenses increased due to increased spending, primarily in our Aerospace Technologies business.

A summary of our research and development costs is as follows:

									Three Months Ended March 31,
															2025						2024
Company funded research and development expenses															$	439					$	360
Customer-sponsored research and development1															267						269
Total research and development costs															$	706					$	629

1			Includes deferred customer funded nonrecurring engineering and development activities and expenditures on customer programs with a significant engineering performance obligation, included in Cost of products and services sold in the Consolidated Statement of Operations.

Selling, General and Administrative Expenses

Q1 2025 compared with Q1 2024

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

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Impairment of Assets Held for Sale

									Three Months Ended March 31,
												2025						2024
Impairment of assets held for sale																		$	15					$	—

Q1 2025 compared with Q1 2024

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

Other (Income) Expense

												Three Months Ended March 31,
															2025						2024
Other (income) expense																					$	(200)					$	(231)

Q1 2025 compared with Q1 2024

Other income decreased due to higher divestiture-related costs.

Interest and Other Financial Charges

												Three Months Ended March 31,
															2025						2024
Interest and other financial charges																					$	286					$	220

Q1 2025 compared with Q1 2024

Interest and other financial charges increased due to prior year issuances of long-term debt.

Tax Expense

Q1 2025 compared with Q1 2024

The effective tax rate increased 90 basis-points as a result of increased tax expense related to internal legal entity restructuring in advance of the anticipated sale of the PPE business.

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Net Income Attributable to Honeywell

Q1 2025 compared to Q1 2024

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

• Higher divestiture-related costs ($0.08 after tax),

• Higher interest and other financial charges ($0.08 after tax), and

• Higher acquisition-related intangibles amortization ($0.07 after tax),

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

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REVIEW OF BUSINESS SEGMENTS

We globally manage our business operations through four reportable business segments: Aerospace Technologies, Industrial Automation, Building Automation, and Energy and Sustainability Solutions.

AEROSPACE TECHNOLOGIES

Net Sales

									Three Months Ended March 31,
															2025						2024						% Change
Net sales																					$	4,172					$	3,669					14		%
Cost of products and services sold																					2,592						2,217
Selling, general and administrative and other expenses																					481						417
Segment profit																					$	1,099					$	1,035					6		%

															2025 vs. 2024
									Three Months Ended March 31,
Factors Contributing to Year-Over-Year Change												Net Sales						Segment Profit
Organic1															9		%				6		%
Foreign currency translation															—		%				(1)		%
Acquisitions, divestitures, and other, net															5		%				1		%
Total % change															14		%				6		%

1						Organic sales percent 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.

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Q1 2025 compared to Q1 2024

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.

Segment profit increased $64 million and segment margin percentage decreased 190 basis points to 26.3% compared to 28.2% for the same period of 2024.

On February 6, 2025, the Company announced its intention to separate its Automation and Aerospace Technologies businesses into independent, U.S. publicly traded companies.

INDUSTRIAL AUTOMATION

Net Sales

									Three Months Ended March 31,
															2025						2024						% Change
Net sales																								$	2,378					$	2,478					(4)		%
Cost of products and services sold																								1,384						1,446
Selling, general and administrative and other expenses																								570						558
Segment profit																								$	424					$	474					(11)		%

																					2025 vs. 2024
												Three Months Ended March 31,
Factors Contributing to Year-Over-Year Change															Net Sales						Segment Profit
Organic																					(2)		%				(9)		%
Foreign currency translation																					(2)		%				(2)		%
Acquisitions, divestitures, and other, net																					—		%				—		%
Total % change																					(4)		%				(11)		%

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Q1 2025 compared to Q1 2024

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.

During the second quarter of 2022, our Productivity Solutions and Services business entered into a license and settlement agreement (the Agreement). Under the Agreement, we received $360 million, paid in equal quarterly installments over eight quarters, beginning with the second quarter of 2022 and ending with the first quarter of 2024. The Agreement provides each party a license to its existing patent portfolio for use by the other party’s existing products and resolved the patent-related litigation between the parties.

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.

On November 22, 2024, we announced an agreement to sell our PPE business for $1.3 billion, with the assets and liabilities of the business classified as held for sale until the closing date of the sale. The transaction is expected to be completed in the second quarter of 2025.

BUILDING AUTOMATION

Net Sales

									Three Months Ended March 31,
																					2025						2024						% Change
Net sales																					$	1,692					$	1,426					19		%
Cost of products and services sold																					868						764
Selling, general and administrative and other expenses																					384						312
Segment profit																					$	440					$	350					26		%

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															2025 vs. 2024
									Three Months Ended March 31,
Factors Contributing to Year-Over-Year Change												Net Sales						Segment Profit
Organic															8		%				12		%
Foreign currency translation															(2)		%				(3)		%
Acquisitions, divestitures, and other, net															13		%				17		%
Total % change															19		%				26		%

Q1 2025 compared to Q1 2024

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.

Segment profit increased $90 million and segment margin percentage increased 150 basis points to 26.0% compared to 24.5% for the same period of 2024.

ENERGY AND SUSTAINABILITY SOLUTIONS

Net Sales

									Three Months Ended March 31,
																					2025						2024						% Change
Net sales																					$	1,561					$	1,525					2		%
Cost of products and services sold																					982						999
Selling, general and administrative and other expenses																					233						223
Segment profit																					$	346					$	303					14		%

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															2025 vs. 2024
									Three Months Ended March 31,
Factors Contributing to Year-Over-Year Change															Net Sales						Segment Profit
Organic															(2)		%				4		%
Foreign currency translation															(1)		%				(1)		%
Acquisitions, divestitures, and other, net															5		%				11		%
Total % change															2		%				14		%

Q1 2025 compared to Q1 2024

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.

Segment profit increased $43 million and segment margin percentage increased 230 basis points to 22.2% compared to 19.9% for the same period of 2024.

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.

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 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.

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LIQUIDITY AND CAPITAL RESOURCES

(Dollars in tables in millions)

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.

CASH

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.

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.

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:

			Three Months Ended March 31,
			2025						2024						Variance
Cash and cash equivalents at beginning of period			$	10,567					$	7,925					$	2,642
Operating activities
Net income attributable to Honeywell			1,449						1,463						(14)
Noncash adjustments			315						289						26
Changes in working capital			(754)						(468)						(286)
Other operating activities			(413)						(836)						423
Net cash provided by operating activities			597						448						149
Net cash used for investing activities			(371)						(273)						(98)
Net cash (used for) provided by financing activities			(1,180)						3,696						(4,876)
Effect of foreign exchange rate changes on cash and cash equivalents			44						(40)						84
Net (decrease) increase in cash and cash equivalents			(910)						3,831						(4,741)
Cash and cash equivalents at end of period			$	9,657					$	11,756					$	(2,099)

Three months ended March 31, 2025

Net cash provided by operating activities was driven by Net income, partially offset by changes in working capital driven by an increase in accounts receivable due to timing of customer cash collections.

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.

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.

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

Net cash provided by operating activities increased by $149 million, driven by a $423 million favorable impact of other operating activities due to timing of customer advances, partially offset by a $286 million unfavorable impact of working capital driven by an increase in accounts receivable due to timing of customer cash collections.

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.

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.

CASH REQUIREMENTS AND ASSESSMENT OF CURRENT LIQUIDITY

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.

We continually seek 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.

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.

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.

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

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BORROWINGS

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.

			March 31, 2025						December 31, 2024
Fixed rate notes			$	26,052					$	25,853
Commercial paper			5,755						4,271
Term loan			1,000						1,000
Variable rate notes			22						22
Other			411						392
Fair value of hedging instruments			(112)						(136)
Debt issuance costs			(296)						(303)
Total borrowings			$	32,832					$	31,099

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.

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.

We also have the following loan and revolving credit agreements:

• 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.

• 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.

• 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.

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

We also maintain a current shelf registration statement filed with the 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.

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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 March 31, 2025, 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&P						Fitch						Moody's
Outlook			Watch Negative						Watch Negative						Stable
Short-term			A-1						F1						P1
Long-term			A						A						A2

On January 10, 2025, Moody's revised their credit rating outlook from positive to stable. On February 6, 2025, S&P revised their credit rating outlook from stable to credit watch negative. On February 7, 2025, Fitch revised their credit rating outlook from stable to rating watch negative.

OTHER MATTERS

LITIGATION

See Note 15 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 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.

RECENT ACCOUNTING PRONOUNCEMENTS

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

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 2024 Annual Report on Form 10-K. As of March 31, 2025, there has been no material change in this information.

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Honeywell management, including the Chairman and Chief Executive Officer (CEO) and Chief Financial Officer (CFO), 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 Chairman and CEO and the CFO 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 Chairman and CEO, our CFO, 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

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 15 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.

Other than as noted below, there have been no material changes to our Risk Factors presented in our 2024 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 2024 Annual Report on Form 10-K.

The Company and each of our businesses is subject to unique industry and economic conditions that may adversely affect the markets and operating conditions of our customers, which in turn can affect demand for our products and services and our results of operations.

• Aerospace Technologies**—Our Aerospace business is impacted by customer buying patterns of aftermarket parts, supplier stability, factory transitions, and global supply chain capacity constraints that may lead to shortages of crucial components. Operating results may be adversely affected by downturns in the global demand for air travel, which may impact new aircraft production or result in the delay or cancellation of new aircraft orders, delays in launch schedules for new aircrafts, the retirement of aircrafts, and reductions in global flying hours, which impacts air transport and regional, business, and general aviation aircraft utilization rates. Operating results may also be adversely affected by any decrease in air travel demand due to regional restrictions or suspension of service for events related to public health, safety, the environment, or regional conflicts. Operating results could also be impacted by changes in overall trends related to end market demand for the product portfolio, as well as new entrants and non-traditional players entering the market. Operating results in our Defense and Space business unit may be affected by the mix of U.S. and foreign government appropriations for defense and space programs and by compliance risks. Results may also be impacted by the potential introduction of counterfeit parts into our global supply chain.

• Industrial Automation**—Operating results may be adversely impacted by reduced investments in process automation, safety monitoring, and plant capacity utilization initiatives, fluctuations in retail markets, a slowdown in demand for safety products, changes in the competitive landscape, including new market entrants and new technologies that may lead to product commoditization, and adverse industry economic conditions, all of which could result in lower market share, reduced selling prices, and lower margins.

• Building Automation**—Operating results may be adversely impacted by downturns in the level of global buildings and infrastructure construction activity (including retrofits and upgrades), lower capital spending and operating expenditures on projects, changes in the competitive landscape, including new market entrants and new technologies, and fluctuations in inventory levels in distribution channels.

• Energy and Sustainability Solutions**—Operating results may be adversely impacted by downturns in capacity utilization for chemical, industrial, refining, petrochemical, and semiconductor plants, our customers’ availability of capital for refinery construction and expansion, raw material demand and supply, product commoditization, continued illegal imports of hydrofluorocarbons into Europe, and our ability to maximize our facilities’ production capacity and minimize downtime. Periods of increased volatility in oil and natural gas prices may result in less investment by our customers and therefore, lower demand for our products and services.

In addition, the Company and each of its businesses may continue to be, negatively affected by global macroeconomic conditions, including the impacts of inflation, high interest rates, supply chain and labor disruptions, unemployment rates, geopolitical instability and regional conflicts, the adoption and expansion of trade restrictions and tariffs, quotas, embargoes, and other related actions, and the occurrence or threat of a trade war or other governmental action related to tariffs or trade agreements or policies. Such factors could adversely impact, demand for our products, our costs, our customers, our suppliers, and the world and U.S. economies. The impact of such factors could have a material adverse effect on our business, operating results, cash flows, and financial condition.

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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 three months ended March 31, 2025, Honeywell repurchased 8.9 million shares of its common stock, par value $1 per share. As of March 31, 2025, $3.6 billion remained available under the share repurchase authorization for additional share repurchases. The following table summarizes our purchases of Honeywell's common stock for the three months ended March 31, 2025:

Issuer Purchases of Equity Securities
Period						Total Number of Shares Purchased						Average Price Paid per Share****1						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs **(Dollars in millions)**1
January 1, 2025 - January 25, 2025						1,145,869						$222.52						1,145,869						$5,224
January 26, 2025 - February 22, 2025						1,981,309						$211.46						1,981,309						$4,805
February 23, 2025 - March 29, 2025						5,802,894						$211.60						5,802,894						$3,577

1						Excludes excise tax on net share repurchases.

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.

EQUITY TRADING ARRANGEMENTS ELECTIONS

Certain executive officers and directors of the Company may execute purchases and sales of the Company's common stock through Rule 10b5-1 and non-Rule 10b5-1 equity trading arrangements.

During the three months ended March 31, 2025, none of our executive officers or directors adopted, terminated, or modified a "Rule 10b5-1 trading arrangement," or adopted, terminated, or modified any "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408 of Regulation S-K).

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Exhibit No.						Description
10.1*						Offer Letter dated February 7, 2025 from Honeywell International Inc. to Michal Stepniak (incorporated by reference to Exhibit 10.1 to Honeywell's Form 8-K filed February 18, 2025)
10.2*						Offer Letter dated February 12, 2025 from Honeywell International Inc. to Gregory P. Lewis (incorporated by reference to Exhibit 10.2 to Honeywell's Form 8-K filed February 18, 2025)
10.3						364-Day Credit Agreement, dated as of March 17, 2025, among Honeywell International Inc., the banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents, and the documentation agents named therein (incorporated by reference to Exhibit 10.1 to Honeywell's Form 8-K filed March 17, 2025)
10.4*						Offer Letter dated April 4, 2025 from Honeywell International Inc. to Anne T. Madden (incorporated by reference to Exhibit 99.1 to Honeywell's Form 8-K filed April 7, 2025)
31.1						Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2						Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1						Certification 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)
32.2						Certification 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)
95						Mine Safety Disclosures (filed herewith)
101.INS						Inline 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.SCH						Inline XBRL Taxonomy Extension Schema (filed herewith)
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.

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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: April 29, 2025			By:			/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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