10-Q – 2025-10-23 – hon-20250930.htm

On February 6, 2025, we announced our intention to pursue a separation of our Automation and Aerospace Technologies businesses into independent, U.S. publicly traded companies, which is expected 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 our Board. The proposed separation is complex in nature, and may be affected by unanticipated developments, credit and equity markets, or changes in market conditions.
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 segment to further simplify Honeywell's portfolio and accelerate shareowner value creation ahead of our planned separation into three independent, U.S. publicly traded companies.
LIABILITY MANAGEMENT REORGANIZATION
On June 23, 2025, we completed our previously announced reorganization (the “Liability Management Reorganization”) in connection with which: (i) certain of our asbestos-related assets and liabilities were allocated to a separate, wholly owned entity, (ii) certain assets and liabilities associated with certain sites for which we had or may have had environmental liabilities were allocated to a separate, wholly owned entity, (iii) certain assets and liabilities associated with certain other sites (not included in clause (ii) above) for which we had or may have had environmental liabilities were allocated to a separate, wholly owned entity, and (iv) all of our remaining assets and liabilities (i.e., all assets and liabilities not included in clauses (i)-(iii) above) were allocated to the Company. The reorganization is intended to provide us flexibility with respect to managing certain asbestos, environmental, and other liabilities, including any future strategic transactions involving such liabilities, and enable us to focus on our operating business, while efficiently managing potential asbestos liabilities, existing or future environmental liabilities and remediation obligations, and certain other liabilities.
On September 29, 2025, we permanently divested all of our legacy Bendix asbestos liabilities and certain non-Bendix asbestos liabilities (referenced in clause (i) above). We recorded a pre-tax loss of $148 million in the third quarter of 2025 related to the divested asbestos liabilities. Under the terms of the divestiture agreement, we contributed $1.4 billion in cash and derecognized $1.5 billion in asbestos liabilities and $0.1 billion of related insurance assets on September 29, 2025, which is after our quarter-end close date of September 27, 2025.
SEGMENT REALIGNMENT
In October 2025, we announced a planned realignment, expected to be effective in the first quarter of 2026, of our business units comprising our Industrial Automation and Energy and Sustainability Solutions reportable business segments. This realignment will form a new reportable business segment, Process Automation and Technology, and result in a new composition of our Industrial Automation reportable business segment. Process Automation and Technology will be comprised of UOP, which is currently in Energy and Sustainability Solutions, and the core portion of the Process Solutions business, which is currently in Industrial Automation. The new composition of Industrial Automation will continue to include the smart energy, thermal solutions, and process measurement and control businesses, currently 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 will be Aerospace Technologies, Building Automation, Process Automation and Technology, and Industrial Automation. The realignment will not impact our historical consolidated financial position, results of operations, or cash flows. We expects to report our financial performance based on this realignment effective with the first quarter of 2026.
36     Honeywell International Inc.

TABLE OF CONTENTS

RESULTS OF OPERATIONS
Consolidated Financial Results

37     Honeywell International Inc.

TABLE OF CONTENTS

Net Sales by Segment

38     Honeywell International Inc.

TABLE OF CONTENTS

Segment Profit by Segment

39     Honeywell International Inc.

TABLE OF CONTENTS

CONSOLIDATED OPERATING RESULTS
Net Sales

The change in Net sales was attributable to the following:

Q3 2025 vs. Q3 2024
Year to Date 2025 vs. 2024

Volume 3% 2%
Price 3% 3%
Foreign currency translation 1% —%
Acquisitions, divestitures, and other, net —% 3%
 Total % change in Net sales 7% 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.
Q3 2025 compared with Q3 2024
Net sales increased due to the following:
• Increased pricing and price adjustments to offset inflation,
• Higher sales volumes, and
• Favorable impact of foreign currency translation, driven by the weakening of the U.S. dollar against the euro.
YTD 2025 compared with YTD 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.
40     Honeywell International Inc.

TABLE OF CONTENTS

Cost of Products and Services Sold

Q3 2025 compared with Q3 2024
Cost of products and services sold increased due to the following:
• Incremental costs from recent acquisitions of approximately $0.2 billion or 3%,
• Adjustment to estimated future environmental liabilities of approximately $0.2 billion or 3%,
• Higher direct and indirect material costs and higher labor costs of approximately $0.2 billion or 3%, and
• Higher sales volumes of approximately $0.2 billion or 3%.
YTD 2025 compared with YTD 2024
Cost of products and services sold increased due to the following:
• Incremental costs from recent acquisitions of approximately $0.8 billion or 5%,
• Higher direct and indirect material costs and higher labor costs of approximately $0.5 billion or 3%, and
• Higher sales volumes of approximately $0.4 billion or 2%.
Gross Margin

Q3 2025 compared with Q3 2024
Gross margin decreased by approximately $0.2 billion and gross margin percentage decreased 440 basis points to 34.1% compared to 38.5% for the same period of 2024.
41     Honeywell International Inc.

TABLE OF CONTENTS

YTD 2025 compared with YTD 2024
Gross margin increased by approximately $0.4 billion and gross margin percentage decreased 160 basis points to 37.1% compared to 38.7% for the same period of 2024.
Research and Development Expenses

Q3 2025 compared with Q3 2024
Research and development expenses increased as a percentage of net sales due to increased investment in new product development in our Aerospace Technologies business.
YTD 2025 compared with YTD 2024
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 September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Company funded research and development expenses $ 497  $ 368  $ 1,417  $ 1,110 

Customer-sponsored research and development 1
270  267  797  817 
Total research and development costs $ 767   $ 635   $ 2,214   $ 1,927  

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.

42     Honeywell International Inc.

TABLE OF CONTENTS

Selling, General and Administrative Expenses

Q3 2025 compared with Q3 2024
Selling, general and administrative expenses decreased due to higher productivity.
YTD 2025 compared to YTD 2024
Selling, general and administrative expenses were flat compared to the same period in 2024.
Impairment of Assets Held for Sale

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Impairment of assets held for sale $ —  $ 125  $ 15  $ 125 

Q3 2025 compared with Q3 2024
An impairment charge was recorded on assets held for sale related to the PPE business during the three months ended September 30, 2024.
YTD 2025 compared to YTD 2024
An impairment charge was recorded on assets held for sale related to the PPE business during the nine months ended September 30, 2025 and 2024.
Other (Income) Expense

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Other (income) expense $ (822) $ (263) $ (1,109) $ (740)

Q3 2025 compared with Q3 2024
Other income increased due to the following:
• Gain recognized on Resideo termination agreement of approximately $0.8 billion,
• Partially offset by higher divestiture-related costs of approximately $0.2 billion.
YTD 2025 compared to YTD 2024
Other income increased due to the following:
• Gain recognized on Resideo termination agreement of approximately $0.8 billion,
• Partially offset by higher divestiture-related costs of approximately $0.4 billion.
43     Honeywell International Inc.

TABLE OF CONTENTS

Interest and Other Financial Charges

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Interest and other financial charges $ 354  $ 297  $ 970  $ 767 

Q3 2025 compared with Q3 2024
Interest and other financial charges increased due to increased debt funding to support acquisitions and higher interest rates on long-term debt issuances in August 2024.
YTD 2025 compared to YTD 2024
Interest and other financial charges increased due to increased debt funding to support acquisitions and higher interest rates on long-term debt issuances in August 2024.

Tax Expense

Q3 2025 compared with Q3 2024
The effective tax rate decreased 610 basis-points due to the following:
• Nontaxable return of basis on the Resideo termination agreement of 860 basis-points and
• Changes in estimate on prior tax positions of 760 basis-points,
• Partially offset by frictional tax costs on separations of 640 basis-points and
• Incremental tax expense for tax reserve activities of 410 basis-points.
YTD 2025 compared with YTD 2024
The effective tax rate decreased 340 basis-points due to the following:
• Nontaxable return of basis on the Resideo termination agreement of 320 basis-points and
• Changes in estimate on prior tax positions of 280 basis-points,
• Partially offset by frictional tax costs on separations of 270 basis-points.
44     Honeywell International Inc.

TABLE OF CONTENTS

Net Income Attributable to Honeywell

Q3 2025 compared to Q3 2024
Earnings per share of common stock–assuming dilution increased due to the following:
• Gain recognized on Resideo termination agreement ($1.23 after tax) and
• Lower impairment charges on assets held for sale ($0.19 after tax),
• Partially offset by higher divestiture-related costs ($0.53 after tax) and
• Adjustment to estimated future environmental liabilities ($0.25 after tax).
YTD 2025 compared with YTD 2024
Earnings per share of common stock–assuming dilution increased due to the following:
• Gain recognized on Resideo termination agreement ($1.22 after tax) and
• Higher segment profit ($0.53 after tax),
• Partially offset by higher divestiture-related costs ($0.70 after tax) and
• Adjustment to estimated future environmental liabilities ($0.25 after tax).
BACKLOG
Our backlog of orders increased 14% to $39.1 billion, as of September 30, 2025, compared to September 30, 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:

  September 30, 2025

Aerospace Technologies $ 17,503 
Industrial Automation 5,435 
Building Automation 9,050 
Energy and Sustainability Solutions 7,078 
Corporate and All Other 1
21 
Total backlog $ 39,087  

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

45     Honeywell International Inc.

TABLE OF CONTENTS

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
September 30, Nine Months Ended
September 30,
2025 2024 %
Change 2025 2024 %
Change
Net sales $ 4,511  $ 3,912  15  % $ 12,990  $ 11,472  13  %
Cost of products and services sold 2,844  2,446  8,154  7,081 

Selling, general and administrative and other expenses 489  384  1,461  1,214 
Segment profit $ 1,178   $ 1,082   9   % $ 3,375   $ 3,177   6   %

2025 vs. 2024

Three Months Ended
September 30, Nine Months Ended
September 30,
Factors Contributing to Year-Over-Year Change Net
Sales Segment
Profit Net
Sales Segment
Profit
Organic 1
12  % 9  % 9  % 5  %
Foreign currency translation —  % —  % —  % —  %
Acquisitions, divestitures, and other, net 3  % —  % 4  % 1  %
Total % change 15   % 9   % 13   % 6   %

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

Q3 2025 compared to Q3 2024
Sales increased $599 million due to higher organic sales of $327 million in Commercial Aviation Aftermarket and higher organic sales of $147 million in Defense and Space, both driven by higher sales volumes due to increased demand and shipments. Additionally, the acquisitions of CAES and Civitanavi Systems contributed $108 million of inorganic sales in the three months ended September 30, 2025. Beginning September 2025, the results of CAES and Civitanavi Systems are considered organic following the first 12 months after the transaction date.
46     Honeywell International Inc.

TABLE OF CONTENTS

Segment profit increased $96 million and segment margin percentage decreased 160 basis points to 26.1% compared to 27.7% for the same period of 2024.
YTD 2025 compared to YTD 2024
Sales increased $1,518 million due to higher organic sales of $688 million in Commercial Aviation Aftermarket and higher organic sales of $462 million in Defense and Space, both driven by higher sales volumes due to increased demand and shipments. Additionally, the acquisitions of CAES and Civitanavi Systems contributed $485 million of inorganic sales in the nine months ended September 30, 2025.
Segment profit increased $198 million and segment margin percentage decreased 170 basis points to 26.0% compared to 27.7% 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, which is expected to be completed in the second half of 2026.

INDUSTRIAL AUTOMATION
Net Sales

Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 %
Change 2025 2024 %
Change
Net sales $ 2,274  $ 2,501  (9) % $ 7,032  $ 7,485  (6) %
Cost of products and services sold 1,345  1,461    4,105  4,358 

Selling, general and administrative and other expenses 501  532    1,619  1,668 
Segment profit $ 428   $ 508   (16) % $ 1,308   $ 1,459   (10) %

2025 vs. 2024

Three Months Ended
September 30, Nine Months Ended
September 30,
Factors Contributing to Year-Over-Year Change Net
Sales Segment
Profit Net
Sales Segment
Profit
Organic 1  % (10) % (1) % (6) %
Foreign currency translation 1  % 1  % —  % —  %
Acquisitions, divestitures, and other, net (11) % (7) % (5) % (4) %
Total % change (9) % (16) % (6) % (10) %

47     Honeywell International Inc.

TABLE OF CONTENTS

Q3 2025 compared to Q3 2024
Sales decreased $227 million due to a decline of $264 million resulting from the sale of our PPE business on May 21, 2025.
Segment profit decreased $80 million and segment margin percentage decreased 150 basis points to 18.8% compared to 20.3% for the same period in 2024.
YTD 2025 compared to YTD 2024
Sales decreased $453 million due to a decline of $405 million resulting from the sale of our PPE business on May 21, 2025 and lower organic sales of $78 million in Productivity Solutions and Services driven by a decrease in license and settlement payments.
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 $151 million and segment margin percentage decreased 90 basis points to 18.6% compared to 19.5% for the same period in 2024.
On July 8, 2025, the Company announced it is evaluating strategic alternatives for its Productivity Solutions and Services and Warehouse and Workflow Solutions businesses.

BUILDING AUTOMATION
Net Sales

Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 %
Change 2025 2024 %
Change
Net sales $ 1,878  $ 1,745  8  % $ 5,396  $ 4,742  14  %
Cost of products and services sold 990  926  2,802  2,534 

Selling, general and administrative and other expenses 386  367  1,173  1,009 
Segment profit $ 502   $ 452   11   % $ 1,421   $ 1,199   19   %

48     Honeywell International Inc.

TABLE OF CONTENTS

  2025 vs. 2024

  Three Months Ended
September 30, Nine Months Ended
September 30,
Factors Contributing to Year-Over-Year Change Net
Sales Segment
Profit Net
Sales Segment
Profit
Organic 7  % 10  % 8  % 11  %
Foreign currency translation 1  % 1  % —  % —  %
Acquisitions, divestitures, and other, net —  % —  % 6  % 8  %
Total % change 8   % 11   % 14   % 19   %

Q3 2025 compared to Q3 2024
Sales increased $133 million due to higher organic sales of $68 million in Products and higher organic sales of $49 million in Building Solutions, both driven by higher demand.
Segment profit increased $50 million and segment margin percentage increased 80 basis points to 26.7% compared to 25.9% for the same period of 2024.
YTD 2025 compared to YTD 2024
Sales increased $654 million due to higher organic sales of $203 million in Products and higher organic sales of $153 million in Building Solutions, both driven by higher demand. Additionally, the acquisition of Access Solutions contributed $302 million of inorganic sales in the nine months ended September 30, 2025. Beginning June 2025, the results of Access Solutions are considered organic following the first 12 months after the transaction date.
Segment profit increased $222 million and segment margin percentage increased 100 basis points to 26.3% compared to 25.3% for the same period of 2024.

ENERGY AND SUSTAINABILITY SOLUTIONS
Net Sales

Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 %
Change 2025 2024 %
Change
Net sales $ 1,742  $ 1,563  11  % $ 5,140  $ 4,692  10  %
Cost of products and services sold 1,118  957  3,248  2,952   

Selling, general and administrative and other expenses 197  223  676  649   
Segment profit $ 427   $ 383   11   % $ 1,216   $ 1,091   11   %

49     Honeywell International Inc.

TABLE OF CONTENTS

2025 vs. 2024

Three Months Ended
September 30, Nine Months Ended
September 30,
Factors Contributing to Year-Over-Year Change Net
Sales Segment
Profit Net
Sales Segment
Profit
Organic (2) % (8) % 1  % (3) %
Foreign currency translation 1  % —  % 1  % —  %
Acquisitions, divestitures, and other, net 12  % 19  % 8  % 14  %
Total % change 11   % 11   % 10   % 11   %

Q3 2025 compared to Q3 2024
Sales increased $179 million due to higher organic sales of $47 million in Advanced Materials driven by increased pricing in fluorine products, offset by lower organic sales of $85 million in UOP driven by lower sales volumes in refining catalyst shipments. Additionally, the acquisitions of Sundyne and LNG contributed $202 million of inorganic sales in the three months ended September 30, 2025.
Segment profit increased $44 million and segment margin percentage was flat at 24.5% compared to the same period of 2024.
YTD 2025 compared to YTD 2024
Sales increased $448 million driven by the acquisitions of LNG and Sundyne.
Segment profit increased $125 million and segment margin percentage increased 40 basis points to 23.7% compared to 23.3% for the same period of 2024.
On October 1, 2025, the Company announced the anticipated spin-off its Advanced Materials business into Solstice Advanced Materials, an independent, U.S. publicly traded company, is expected to be completed on October 30, 2025.

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 (Gains) Charges of Notes to Consolidated Financial Statements for a discussion of our repositioning actions and related charges incurred in the nine months ended September 30, 2025, and 2024. Cash spending related to our repositioning actions was $117 million in the nine months ended September 30, 2025, and was funded through operating cash flows.
50     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 September 30, 2025, and December 31, 2024, we held $13.4 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 September 30, 2025, we held $9.9 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:

Nine Months Ended September 30,
2025 2024 Variance
Cash and cash equivalents at beginning of period $ 10,567   $ 7,925   $ 2,642  

Operating activities
Net income attributable to Honeywell 4,844  4,420  424 
Noncash adjustments 742  935  (193)
Changes in working capital (1,229) (593) (636)
Resideo indemnification and reimbursement agreement termination payment 1,590  —  1,590 
Other operating activities (743) (946) 203 
Net cash provided by operating activities 5,204   3,816   1,388  
Net cash used for investing activities (2,368) (8,202) 5,834 
Net cash (used for) provided by financing activities (640) 7,058  (7,698)
Effect of foreign exchange rate changes on cash and cash equivalents 167  47  120 
Net increase in cash and cash equivalents 2,363   2,719   (356)
Cash and cash equivalents at end of period $ 12,930   $ 10,644   $ 2,286  

Nine months ended September 30, 2025
Net cash provided by operating activities was driven by the receipt of the Resideo indemnification and reimbursement agreement termination payment of $1,590 million, partially offset by changes in working capital driven by an increase in accounts receivable of $1,035 million due to timing of customer cash collections.
Net cash used for investing activities was driven by $2,200 million of cash paid for acquisitions, $928 million of capital expenditures, and $403 million of net payments from settlements of derivative contracts, partially offset by $1,157 million of proceeds from the sale of the PPE business.
Net cash used for financing activities was driven by $3,704 million of repurchases of common stock, $2,214 million of cash dividends paid, and $1,555 million of payments of long-term debt, partially offset by $4,035 million of long-term debt proceeds and $2,460 million of net proceeds from commercial paper.
51     Honeywell International Inc.

TABLE OF CONTENTS

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024
Net cash provided by operating activities increased by $1,388 million, driven by the receipt of the Resideo indemnification and reimbursement agreement termination payment of $1,590 million and increase in Net income of $424 million, partially offset by an unfavorable impact of working capital driven by an increase in accounts receivable of $817 million due to timing of customer cash collections.
Net cash used for investing activities decreased by $5,834 million, driven by a $4,847 million decrease in cash paid for acquisitions and $1,157 million of proceeds from the sale of the PPE business.
Net cash used for financing activities increased by $7,698 million, driven by a $6,372 million decrease in long-term debt proceeds and $2,504 million increase in repurchases common stock, partially offset by a $1,421 million increase in net proceeds from commercial paper.
See Note 15 Commitments and Contingencies for further discussion of the Resideo indemnification and reimbursement agreement termination.

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 nine months ended September 30, 2025, we repurchased common stock of $3.7 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 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. In the second quarter of 2025, we acquired Sundyne for total consideration of $2.2 billion, net of cash acquired, as well as announced our agreement to acquire Johnson Matthey's Catalyst Technologies business segment for £1.8 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 the Automation and Aerospace Technologies businesses into independent, U.S. publicly traded companies, which is expected to be completed in the second half of 2026. On May 21, 2025, we completed the sale of our PPE business for $1.2 billion, net of cash transferred. 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. On October 16, 2025, we announced the Board approved the spin-off of the Advanced Materials business into Solstice Advanced Materials, an independent, U.S. publicly traded company, which will be effective on October 30, 2025. See Note 3 Acquisitions and Divestitures , Note 15 Commitments and Contingencies , and Note 19 Subsequent Events 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.
52     Honeywell International Inc.

TABLE OF CONTENTS

BORROWINGS
We leverage a variety of debt instruments to manage our overall borrowing costs. As of September 30, 2025, and December 31, 2024, our total borrowings were $37.0 billion and $31.1 billion, respectively.

September 30, 2025 December 31, 2024
Fixed rate notes $ 25,270  $ 25,853 
Commercial paper 6,873  4,271 
Term loans 5,000  1,000 
Variable rate notes 22  22 
Other 247  392 
Fair value of hedging instruments (83) (136)
Debt issuance costs
(292) (303)
Total borrowings $ 37,037   $ 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.
In addition, we have the following loan and revolving credit agreements:
• A $6.0 billion Delayed Draw Term Loan Agreement (the Term Loan Agreement), dated as of May 7, 2025. The 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, expiring on December 19, 2025. Amounts borrowed under the Term Loan Agreement are required to be paid no later than May 7, 2027, unless the Term Loan Agreement is terminated earlier pursuant to its terms. As of September 30, 2025, there were $4.0 billion of borrowings outstanding on the 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 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 September 30, 2025, there were no outstanding borrowings under our 364-Day Credit Agreement.
• 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 September 30, 2025, there were $1.0 billion of borrowings outstanding under the Fixed Rate Term Loan 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 September 30, 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.
53     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 September 30, 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

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.

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 2024 Annual Report on Form 10-K. As of September 30, 2025, there has been no material change in this information.
54     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.
55     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, 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.

ITEM 1A. RISK FACTORS
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. In addition, delays resulting from the ongoing U.S. federal government shutdown may result in us incurring substantial labor or other costs without reimbursement under our customer contracts, delay or decrease the number of purchase orders issued under our contracts with government agencies, or result in the suspension of work on contracts in progress or in payment delays. 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.
56     Honeywell International Inc.

TABLE OF CONTENTS

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 September 30, 2025, Honeywell repurchased 0.5 million shares of its common stock, par value $1 per share. As of September 30, 2025, $1.8 billion r emained available under the share rep urchase authorization for additional share repurchases. The following table summarizes our purchases of Honeywell's common stock for the three months ended September 30, 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

June 29, 2025 - July 26, 2025 — — — $1,879
July 27, 2025 - August 23, 2025 457,376 $218.64 457,376 $1,779
August 24, 2025 - September 27, 2025 — — — $1,779

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.

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. The following table describes an equity trading plan adopted by one of our executive officers during the three months ended September 30, 2025:
57     Honeywell International Inc.

TABLE OF CONTENTS

Name and title Action Plan type Date of adoption of Rule 10b5-1 trading plan Scheduled expiration of Rule 10b5-1 trading plan Aggregate number of securities to be purchased or sold
Robert D. Mailloux
Vice President and Controller
Adoption
Rule 10b5-1
8/26/2025
8/31/2026
20,000 stock options and associated sale of shares to cover option exercise costs and tax obligations.

During the three months ended September 30, 2025, none of our executive officers or directors terminated or modified a "Rule 10b5-1 trading agreement," or adopted, terminated, or modified any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K) .

58     Honeywell International Inc.

TABLE OF CONTENTS

ITEM 6. EXHIBITS

Exhibit No.   Description
3.1 Amended and Restated By-laws of Honeywell International Inc., dated Ju ly 2 5 , 2025 (incorporated by reference to Exhibit 3 (i) to Honeywell's Form 8-K filed Ju ly 30 , 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)

59     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: October 23, 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)

60     Honeywell International Inc.