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

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

(Dollars in tables and graphs in millions, 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.

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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.

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RESULTS OF OPERATIONS

Consolidated Financial Results

57

Net Sales by Segment

82

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Segment Profit by Segment

113

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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.

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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.

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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.

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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.

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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).

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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.

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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%

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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%

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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%

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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%

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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.

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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, 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.

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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.

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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.

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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, 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.

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