Honeywell International 10-Q 2026-03-31

Filed 2026-04-23. 8 sections, 230K 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 March 31, 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

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
3.375% Senior Notes due 2030HON 30The 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
3.750% Senior Notes due 2036HON 36The 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 633,653,119 shares of Common Stock outstanding at March 31, 2026.

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 Months Ended March 31, 2026 and 20253
Consolidated Statement of Comprehensive Income (unaudited) – Three Months Ended March 31, 2026 and 20254
Consolidated Balance Sheet (unaudited) – March 31, 2026 and December 31, 20255
Consolidated Statement of Cash Flows (unaudited) – Three Months Ended March 31, 2026 and 20256
Consolidated Statement of Shareowners' Equity (unaudited) – Three Months Ended March 31, 2026 and 20258
Note 1 – Basis of Presentation9
Note 2 – Summary of Significant Accounting Policies9
Note 3 – Acquisitions, Divestitures, and Discontinued Operations10
Note 4 – Revenue Recognition and Contracts with Customers13
Note 5 – Repositioning and Other Charges16
Note 6 – Income Taxes17
Note 7 – Inventories17
[Note 8 – G

Showing the first 8K of 160K characters. Open the full section

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

(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, 2026. The financial information as of March 31, 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.

BUSINESS UPDATE

MACROECONOMIC CONDITIONS

We continue to monitor macroeconomic and geopolitical developments that remain elevated, including armed conflict in the Middle East and its effects on global energy markets and maritime shipping, ongoing trade policy uncertainty following judicial and regulatory developments affecting U.S. tariff authorities, and evolving inflationary pressures. Global growth projections moderated, and tariffs imposed during 2025 and 2026, together with new trade investigations and ongoing negotiations, contributed to heightened volatility. Elevated energy prices, tariff pass-through effects, and financial market uncertainty continue to contribute to supply chain and cost pressures. We continue to engage with suppliers to proactively manage potential disruptions, critical material constraints, and pricing volatility.

Mitigation strategies are an important component of our approach to managing these risks, including 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 primary and secondary suppliers that 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, the convergence of 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.

On February 6, 2025, we announced our intention to pursue a separation of Honeywell from Honeywell Aerospace, into independent, U.S. publicly traded companies, which is intended to be completed in the third quarter on June 29, 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.

In 2025, we announced we are 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's portfolio and accelerate shareowner value creation ahead of the planned separation of Honeywell from Honeywell Aerospace. Beginning December 31, 2025, the assets and liabilities of these businesses were classified as held for sale. In April 2026, the Company announced it has reached agreements to sell the businesses in two separate transactions, both of which are expected to close in the second half of 2026 and are subject to customary closing conditions, including receipt of certain regulatory approvals.

33 Honeywell International Inc.

TABLE OF CONTENTS

On May 22, 2025, the Company announced its agreement to acquire Johnson Matthey's Catalyst Technologies business segment in an all-cash transaction. In February 2026, the agreement was amended to adjust the total consideration to £1.325 billion. Completion of the transaction is anticipated in the third quarter of 2026, subject to customary closing conditions, including receipt of certain regulatory approvals.

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 are 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.

34 Honeywell International Inc.

TABLE OF CONTENTS

RESULTS OF OPERATIONS

Consolidated Financial Results

57

Net Sales by Segment

82

35 Honeywell International Inc.

TABLE OF CONTENTS

Segment Profit by Segment

113

36 Honeywell International Inc.

TABLE OF CONTENTS

CONSOLIDATED OPERATING RESULTS

Net Sales

45

The change in Net sales was attributable to the following:

Q1 2026 vs. Q1 2025
Volume(2 %)
Price4 %
Foreign currency translation2 %
Acquisitions1 %
Divestitures(3 %)
Other— %
Total % change in Net sales2 %

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 2026 compared with Q1 2025

Net sales increased due to the following:

  • Increased pricing and price adjustments to offset inflation, and

  • Favorable impact of foreign currency translation, driven by the weakening of the U.S. dollar against the currencies of the majority of our international markets, primarily the Australian dollar, Chinese renminbi, and Canadian dollar,

  • Partially offset by lower sales from the divestiture of the personal protective equipment (PPE) business, and

  • Lower sales volumes.

37 Honeywell International Inc.

TABLE OF CONTENTS

Cost of Products and Services Sold

39

Q1 2026 compared with Q1 2025

Cost of products and services sold increased due to higher direct and indirect material costs and higher labor costs.

Gross Margin

1099511633108

Q1 2026 compared with Q1 2025

Gross margin increased by approximately $0.1 billion and gross margin percentage decreased 10 basis points to 38.7% compared to 38.8% for the same period of 2025.

38 Honeywell International Inc.

TABLE OF CONTENTS

Research and Development Expenses

1099511633113

Q1 2026 compared with Q1 2025

Research and development expenses increased as a percentage of net sales due to increased investment in new product development in our Aerospace Technologies business.

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

Three Months Ended March 31,
20262025
Company funded research and development expenses$492$416
Customer-sponsored research and development1266267
Total research and development costs$758$683
1Includes 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

1099511633118

Q1 2026 compared with Q1 2025

Selling, general and administrative expenses were flat compared to the same period in 2025.

39 Honeywell International Inc.

TABLE OF CONTENTS

Impairment of Assets Held for Sale

Three Months Ended March 31,
20262025
Impairment of assets held for sale$263$15

Q1 2026 compared with Q1 2025

Impairment of assets held for sale increased due to an impairment charge recorded on the assets held for sale related to the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses for the three months ended March 31, 2026.

Loss on Debt Extinguishment

Three Months Ended March 31,
20262025
Loss on debt extinguishment$239$—

Q1 2026 compared with Q1 2025

Loss on debt extinguishment in the three months ended March 31, 2026 was due to the debt tender offers and redemptions.

Other (Income) Expense

Three Months Ended March 31,
20262025
Other (income) expense$(7)$(229)

Q1 2026 compared with Q1 2025

Other income decreased due to higher divestiture-related costs related to the anticipated spin-off of the Aerospace business.

Interest and Other Financial Charges

Three Months Ended March 31,
20262025
Interest and other financial charges$356$285

Q1 2026 compared with Q1 2025

Interest and other financial charges increased due to the pre-separation debt financing in advance of the anticipated spin-off of the Aerospace business.

40 Honeywell International Inc.

TABLE OF CONTENTS

Tax Expense

1099511628865

Q1 2026 compared with Q1 2025

The effective tax rate decreased 1,190 basis-points due to the following:

  • Change in estimate of reduced frictional tax on the spin-off of the Advanced Materials business of 1,130 basis points and

  • Changes in estimate on prior tax positions of 460 basis points,

  • Partially offset by incremental tax expense for tax reserve activities of 480 basis points.

Net Income from Continuing Operations

1099511629506

Q1 2026 compared to Q1 2025

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

  • Loss on debt extinguishment and debt restructuring costs ($0.35 after tax),

  • Impairment of assets held for sale ($0.28 after tax), and

  • Higher divestiture-related costs ($0.28 after tax),

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

41 Honeywell International Inc.

TABLE OF CONTENTS

BACKLOG

Our backlog of orders increased 15% to $38.3 billion, as of March 31, 2026, compared to March 31, 2025. 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, 2026
Aerospace Technologies$18,822
Building Automation9,255
Process Automation and Technology7,437
Industrial Automation2,667
Corporate and All Other181
Total backlog$38,262
1The backlog within Corporate and All Other relates to the Quantinuum business.

42 Honeywell International Inc.

TABLE OF CONTENTS

REVIEW OF BUSINESS SEGMENTS

During the first quarter of 2026, the Company realigned certain of its business units as reflected in Note 18 Segment Financial Data, which impacts the composition of its reportable segments. The Company recast historical periods to reflect this change in segment presentation. See Note 18 Segment Financial Data to Notes to Consolidated Financial Statements for further discussion.

We globally manage our business operations through four reportable business segments: Aerospace Technologies, Building Automation, Process Automation and Technology, and Industrial Automation,

AEROSPACE TECHNOLOGIES

Net Sales

13743895353202

Three Months Ended March 31,
20262025% Change
Net sales$4,322$4,1724%
Cost of products and services sold2,6752,592
Selling, general and administrative and other expenses503481
Segment profit$1,144$1,0994%

43 Honeywell International Inc.

TABLE OF CONTENTS

2026 vs. 2025
Three Months Ended March 31,
Factors Contributing to Year-Over-Year ChangeNet SalesSegment Profit
Reported percent change4%4%
Less: Impact of divestitures to the prior period—%—%
Reported percent change, adjusted for impact of divestitures4%4%
Less: Foreign currency translation1%1%
Less: Acquisitions—%—%
Less: Other—%—%
Organic percent change****13%3%
1Organic sales % change, presented for all of our reportable business segments, is defined as the change in Net sales, adjusted for the impact of divestitures to the prior period, and excluding the impact on sales from foreign currency translation, acquisitions for the first 12 months following the transaction date, and certain other items that are unusual or non-recurring in nature. We believe this non-GAAP measure is useful to investors and management in understanding the ongoing operations and analysis of ongoing operating trends.

Q1 2026 compared to Q1 2025

Sales increased $150 million due to higher organic sales of $58 million in Defense and Space and higher organic sales of $54 million in Commercial Aviation Aftermarket, both driven by increased pricing.

Segment profit increased $45 million and segment margin percentage increased 20 basis points to 26.5% compared to 26.3% for the same period of 2025.

BUILDING AUTOMATION

Net Sales

1649267443158

Three Months Ended March 31,
20262025% Change
Net sales$1,882$1,69211%
Cost of products and services sold993868
Selling, general and administrative and other expenses393384
Segment profit$496$44013%

44 Honeywell International Inc.

TABLE OF CONTENTS

2026 vs. 2025
Three Months Ended March 31,
Factors Contributing to Year-Over-Year ChangeNet SalesSegment Profit
Reported percent change11%13%
Less: Impact of divestitures to the prior period—%—%
Reported percent change, adjusted for impact of divestitures11%13%
Less: Foreign currency translation3%5%
Less: Acquisitions—%—%
Less: Other—%—%
Organic percent change8%8%

Q1 2026 compared to Q1 2025

Sales increased $190 million due to higher organic sales of $71 million in Products and higher organic sales of $61 million in Solutions, both driven by higher demand.

Segment profit increased $56 million and segment margin percentage increased 40 basis points to 26.4% compared to 26.0% for the same period of 2025.

PROCESS AUTOMATION AND TECHNOLOGY

Net Sales

1649267443234

Three Months Ended March 31,
20262025% Change
Net sales$1,513$1,4455%
Cost of products and services sold856809
Selling, general and administrative and other expenses298323
Segment profit$359$31315%

45 Honeywell International Inc.

TABLE OF CONTENTS

2026 vs. 2025
Three Months Ended March 31,
Factors Contributing to Year-Over-Year ChangeNet SalesSegment Profit
Reported percent change5%15%
Less: Impact of divestitures to the prior period—%—%
Reported percent change, adjusted for impact of divestitures5%15%
Less: Foreign currency translation2%2%
Less: Acquisitions9%12%
Less: Other—%—%
Organic percent change(6)%1%

Q1 2026 compared to Q1 2025

Sales increased $68 million due to inorganic sales of $121 million in Sundyne during the three months ended March 31, 2026, partially offset by lower organic sales of $82 million in Aftermarket driven by a decline in refining catalyst shipments.

Segment profit increased $46 million and segment margin percentage increased 200 basis points to 23.7% compared to 21.7% for the same period of 2025.

INDUSTRIAL AUTOMATION

Net Sales

13743895350093

Three Months Ended March 31,
20262025% Change
Net sales$1,421$1,597(11)%
Cost of products and services sold864989
Selling, general and administrative and other expenses316378
Segment profit$241$2305%

46 Honeywell International Inc.

TABLE OF CONTENTS

2026 vs. 2025
Three Months Ended March 31,
Factors Contributing to Year-Over-Year ChangeNet SalesSegment Profit
Reported percent change(11)%5%
Less: Impact of divestitures to the prior period(15)%(13)%
Reported percent change, adjusted for impact of divestitures4%18%
Less: Foreign currency translation3%5%
Less: Acquisitions—%—%
Less: Other—%—%
Organic percent change1%13%

Q1 2026 compared to Q1 2025

Sales decreased $176 million due to the sale of our PPE business on May 21, 2025.

Segment profit increased $11 million and segment margin percentage increased 260 basis points to 17.0% compared to 14.4% for the same period in 2025.

On July 8, 2025, the Company announced it is evaluating strategic alternatives for its Productivity Solutions and Services and Warehouse and Workflow Solutions businesses. Following the Company's strategic review, the assets and liabilities of these businesses were classified as held for sale beginning December 31, 2025. In April 2026, the Company announced it has reached agreements to sell the businesses in two transactions, both of which are expected to close in the second half of 2026 and are subject to customary closing conditions, including receipt of certain regulatory approvals.

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 expenses historically allocated to Advanced Materials and not eligible to be part of discontinued operations are now included in Corporate and All Other. 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, 2026 and 2025. Cash spending related to our repositioning actions was $37 million in the three months ended March 31, 2026, and was funded through operating cash flows.

47 Honeywell International Inc.

TABLE OF CONTENTS

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, 2026 and December 31, 2025, we held $12.4 billion and $12.9 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, 2026, we held $6.7 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,
20262025Variance
Cash and cash equivalents at beginning of period$12,487$10,567$1,920
Operating activities
Net income from continuing operations7951,296(501)
Noncash adjustments694278416
Changes in working capital(939)(703)(236)
Other operating activities(1,200)(493)(707)
Net cash provided by operating activities from discontinued operations—219(219)
Net cash (used for) provided by operating activities(650)597(1,247)
Net cash used for investing activities from continuing operations(119)(333)214
Net cash used for investing activities from discontinued operations—(38)38
Net cash provided by (used for) financing activities267(1,180)1,447
Effect of foreign exchange rate changes on cash and cash equivalents(8)44(52)
Net decrease in cash and cash equivalents(510)(910)400
Cash and cash equivalents at end of period$11,977$9,657$2,320

Three months ended March 31, 2026

Net cash used for operating activities from continuing operations was driven by an $825 million decline in accrued liabilities driven by the Flexjet litigation settlement payment of $375 million and a decline in accrued interest due to cash interest payments of $463 million.

Net cash used for investing activities from continuing operations was driven by capital expenditures.

Net cash provided by financing activities was driven by $15,835 million of pre-separation funding related to the anticipated spin-off of the Aerospace business, partially offset by $12,605 million of payments of long-term debt, $1,260 million of net payments of commercial paper, $1,000 million of repurchases of common stock, and $781 million of cash dividends paid.

48 Honeywell International Inc.

TABLE OF CONTENTS

Three months ended March 31, 2026 compared with three months ended March 31, 2025

Net cash used for operating activities from continuing operations increased by $1,028 million, driven by an increase in accrued liabilities of $683 million due to the Flexjet litigation settlement payment of $375 million, higher cash interest payments of $136 million, and a $236 million unfavorable impact of working capital driven by timing of payments of accounts payable.

Net cash used for investing activities from continuing operations decreased by $214 million, driven by a $210 million net increase in cash receipts from settlements of derivative contracts.

Net cash provided by financing activities increased by $1,447 million, driven by $15,835 million of pre-separation funding related to the anticipated spin-off of the Aerospace business and a $902 million decrease in repurchases of common stock, partially offset by a $12,561 million increase of payments of long-term debt, and a $2,702 million increase of net payments of commercial paper.

ASSESSMENT OF CURRENT LIQUIDITY AND CASH REQUIREMENTS

Based on past performance and current expectations, we believe our operating cash flows will be sufficient to meet our future operating cash needs for at least the next twelve months. If necessary, 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.

In addition to normal operating cash requirements, our principal future cash requirements include funding capital expenditures, share repurchases, dividends, strategic acquisitions, and debt repayments. During the three months ended March 31, 2026, we repurchased common stock of $1.0 billion. Refer to the section titled Liquidity and Capital Resources of our 2025 Form 10-K for a discussion of our expected capital expenditures, share repurchases, mergers and acquisitions activity, and dividends for 2026.

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 seek to identify acquisition candidates that will further our strategic plan and strengthen our existing core businesses. On May 22, 2025, the Company announced its agreement to acquire Johnson Matthey's Catalyst Technologies business segment in an all cash transaction. In February 2026, the agreement was amended to adjust the total consideration to £1.325 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 February 6, 2025, we announced our intention to separate Honeywell from Honeywell Aerospace into independent, U.S. publicly traded companies, which is expected to be completed in the third quarter on June 29, 2026. On July 8, 2025, we announced we are evaluating strategic alternatives for our Productivity Solutions and Services and Warehouse and Workflow Solutions businesses within the Industrial Automation reportable business segment and classified the assets and liabilities of the businesses as held for sale beginning December 31, 2025. In April 2026, the Company announced it has reached agreements to sell the businesses in two transactions, both of which are expected to close in the second half of 2026 and are subject to customary closing conditions, including receipt of certain regulatory approvals. See Note 3 Acquisitions, Divestitures, and Discontinued Operations of Notes to Consolidated Financial Statements for additional discussion.

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.

49 Honeywell International Inc.

TABLE OF CONTENTS

BORROWINGS

We leverage a variety of debt instruments to manage our overall borrowing costs. As of March 31, 2026, and December 31, 2025, our total borrowings were $36.7 billion and $34.6 billion, respectively.

March 31, 2026December 31, 2025
Fixed rate notes$29,194$25,164
Commercial paper4,6305,892
Term loans2,7503,750
Variable rate notes51222
Other96111
Fair value of hedging instruments(88)(79)
Debt issuance costs(355)(280)
Total borrowings$36,739$34,580

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.

In addition, we have the following loan and revolving credit agreements:

  • A $6.0 billion Delayed Draw Term Loan Agreement (the 2025 Term Loan Agreement), dated as of May 7, 2025. The 2025 Term Loan Agreement is comprised of two tranches: (i) commitments to provide loans in an aggregate principal amount of up to $4.0 billion, which was fully drawn effective May 30, 2025, and (ii) commitments to provide loans in an aggregate amount of up to $2.0 billion, which expired on December 19, 2025. Amounts borrowed under the 2025 Term Loan Agreement are required to be paid no later than May 7, 2027, unless the 2025 Term Loan Agreement is terminated earlier pursuant to its terms. As of March 31, 2026, there were $2.75 billion of borrowings outstanding on the 2025 Term Loan Agreement.

  • A $3.0 billion 364-day credit agreement (the 364-Day Credit Agreement) with a syndicate of banks, dated as of March 6, 2026. Upon consummation of the spin-off of the Aerospace business, the aggregate revolving credit commitments under the 364-Day Credit Agreement will be reduced to $2.0 billion. Amounts borrowed under the 364-Day Credit Agreement are required to be repaid no later than March 5, 2027, 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 5, 2028, or (ii) the 364-Day Credit Agreement is terminated earlier pursuant to its terms. As of March 31, 2026, there were no outstanding borrowings under the 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 6, 2026. Upon consummation of the spin-off of the Aerospace business, the aggregate revolving credit commitments under the Five-Year Credit Agreement will be reduced to $3.0 billion. 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 (i) $4.5 billion prior to the spin-off of the Aerospace business and (ii) $3.5 billion following the spin-off of the Aerospace business. Amounts borrowed under the Five-Year Credit Agreement are required to be repaid no later than March 6, 2031, unless such date is extended pursuant to the terms of the Five-Year Credit Agreement. Amounts borrowed under the Five-Year Credit Agreement are required to be repaid no later than March 6, 2031, unless such date is extended pursuant to the terms of the Five-Year Credit Agreement. As of March 31, 2026, there were no outstanding borrowings under the 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.

50 Honeywell International Inc.

TABLE OF CONTENTS

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, 2026, 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
OutlookNegativeStableReview for Downgrade
Short-termA-1F1P1
Long-termAAA2

On February 2, 2026, Moody's revised their credit rating outlook from stable to review for downgrade. On March 6, 2026, S&P revised their credit rating outlook from watch negative to negative. On March 6, 2026, Fitch revised their credit rating outlook from watch negative to stable.

OTHER MATTERS

LITIGATION

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

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to our Critical Accounting Estimates presented in our 2025 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 2025 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.

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 2025 Annual Report on Form 10-K. As of March 31, 2026, there has been no material change in this information.

51 Honeywell International Inc.

TABLE OF CONTENTS

Item 4. CONTROLS AND PROCEDURES

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.

52 Honeywell International Inc.

TABLE OF CONTENTS

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 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.

Item 1A. RISK FACTORS

Other than as noted below, there have been no material changes to our Risk Factors presented in our 2025 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 2025 Annual Report on Form 10-K.

Raw material price fluctuations, inflation, the ability of key suppliers to meet quality and delivery requirements, or catastrophic events can increase the cost of our products and services, impact our ability to meet commitments to customers, and cause us to incur significant liabilities.

The cost of raw materials is a key element in the cost of our products, particularly in Energy and Sustainability Solutions (copper, tungsten salts, aluminum, and molybdenum) and in Aerospace Technologies (nickel, steel, titanium, and other metals). As of December 31, 2025, the majority of the raw materials supply base of Aerospace Technologies and Energy and Sustainability Solutions were under contract. While we have implemented mitigation strategies to reduce the impact of supply chain disruptions, any inability to source necessary materials when and as needed, offset material price or labor inflation through increased prices to customers, formula-driven or long-term fixed price contracts with suppliers, productivity actions, or commodity hedges could adversely affect our results of operations.

Many major components, product equipment items, and raw materials, particularly in Aerospace Technologies, are procured or subcontracted on a single or sole-source basis. Although we maintain a qualification and performance surveillance process and we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects shortages or price increases, in addition to other supply chain disruptions, may have in the future. Our ability to manage inventory and meet delivery requirements may be constrained by our suppliers’ inability to scale production and adjust delivery of long-lead time products during times of volatile demand. In addition, current or future global economic uncertainty, including inflation and high interest rates, supply chain and labor disruptions, tariffs and other trade barriers and restrictions, unemployment rates, banking instability, any U.S. government shutdown, any downgrades in the U.S. government's sovereign credit rating, public health crises, volatile financial markets, geopolitical instability and regional conflicts, including ongoing conflicts in the Middle East, and potential recession may affect the financial stability of our key suppliers or their access to financing, which may in turn affect their ability to perform their obligations to us. If one or more of our suppliers experiences financial difficulties, delivery delays, or other performance problems, our resulting inability to fill our supply needs would jeopardize our ability to fulfill obligations under commercial and government contracts, which could, in turn, result in reduced sales and profits, contract penalties or terminations, and damage to customer relationships.

In certain of our businesses, our contracts are typically awarded on a competitive basis. Our bids are based upon, among other factors, the cost to timely provide the products and services. To generate an acceptable return, we must accurately estimate our input costs and delivery schedules. If we fail to do so, the profitability of contracts may be adversely affected – including because some of our contracts provide for liquidated damages if we do not perform on time – which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

In an effort to reduce the impact of current and future supply chain disruptions, we have implemented short-term and long-term strategies to reduce the impact of such disruptions, including supply chain simplification, continued alignment to local supply sources, digital solutions for identifying and managing shortages, pricing actions and dual source strategies, longer-term planning for constrained materials, supply tracking tools, direct engagement with key suppliers to meet customer demand, new supplier development, and development of new or redesigned products that satisfy our product quality controls and engineering qualifications and/or any applicable regulatory requirements. We cannot provide any assurance that our mitigation strategies will continue to be successful, or that we will be able to alter our strategies or develop new strategies if and as needed.

53 Honeywell International Inc.

TABLE OF CONTENTS

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

On April 24, 2023, Honeywell's 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 Honeywell's 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, 2026, Honeywell repurchased 4.4 million shares of its common stock, par value $1 per share. As of March 31, 2026, $679 million 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, 2026:

Issuer Purchases of Equity Securities
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share****1Total 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)**1
January 1, 2026 - January 24, 20261,215,077216.011,215,077$1,416
January 25, 2026 - February 21, 20262,591,065231.542,591,065$816
February 22, 2026 - March 28, 2026565,962242.94565,962$679
1Excludes 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.

Item 5. OTHER INFORMATION

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, 2026, 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).

54 Honeywell International Inc.

TABLE OF CONTENTS

Item 6. EXHIBITS

Exhibit No.Description
4.1Indenture, dated as of March 16, 2026, between Honeywell Aerospace Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to Honeywell’s Form 8-K filed March 16, 2026)
4.2First Supplemental Indenture, dated as of March 16, 2026, between Honeywell Aerospace Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to Honeywell’s Form 8-K filed March 16, 2026)
4.3Guarantee Agreement, dated as of March 16, 2026, among Honeywell International Inc., as guarantor, Honeywell Aerospace Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 to Honeywell’s Form 8-K filed March 16, 2026)
10.1+364-Day Credit Agreement, dated as of March 6, 2026, among Honeywell International Inc., the banks, financial institutions and other institutional lenders parties thereto, Bank of America, N.A., as administrative agent, and Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd., as syndication agents (incorporated by reference to Exhibit 10.1 to Honeywell's Form 8-K filed March 6, 2026)
10.2+Five-Year Credit Agreement, dated as of March 6, 2026, among Honeywell International Inc., the banks, financial institutions and other institutional lenders parties thereto, Bank of America, N.A., as administrative agent, and Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and MUFG Bank, Ltd., as syndication agents (incorporated by reference to Exhibit 10.2 to Honeywell's Form 8-K filed March 6, 2026)
10.3*Offer Letter dated February 17, 2026 from Honeywell International Inc. to James Currier (incorporated by reference to Exhibit 10.66 to Honeywell’s Form 10-K for the year ended December 31, 2025)
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)

+ Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.

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

55 Honeywell International Inc.

TABLE OF CONTENTS

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 23, 2026By:/s/ Robert D. Mailloux
Robert D. Mailloux Vice President and Controller (on behalf of the Registrant and as the Registrant’s Principal Accounting Officer)

56 Honeywell International Inc.