10-Q – 2026-07-23 – hon-20260630.htm

NOTE 19. SUBSEQUENT EVENTS
In the third quarter on June 29, 2026, the Company completed the Aerospace Spin-Off. See Note 3 Acquisitions, Divestitures, and Discontinued Operations for more information.
On June 29, 2026, following the Aerospace Spin-Off, the Reverse Stock Split became effective. See Note 1 Basis of Presentation for more information.
On July 17, 2026, the Company acquired Johnson Matthey’s Catalyst Technologies business segment for total consideration of $ 1,750 million, net of cash acquired. See Note 3 Acquisitions, Divestitures, and Discontinued Operations for more information.
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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 Technologies, we, us, our, or the Company) for the three and six months ended June 30, 2026. The financial information as of June 30, 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. Discussions throughout the Management’s Discussion and Analysis of Financial Condition and Results of Operations are based on continuing operations unless otherwise noted.

BUSINESS UPDATE
MACROECONOMIC CONDITIONS
We continue to operate in a challenging macroeconomic and geopolitical environment, including ongoing conflict in the Middle East and its impact on energy markets, trade flows, and shipping. Global growth expectations moderated, while inflationary pressures and market volatility remain elevated. In response, we remain focused on disciplined supplier engagement and proactive actions to manage critical material availability, logistics conditions, and input cost volatility across our network.
Mitigation strategies are an important component of our approach to managing these risks, including portfolio and 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 both primary and secondary suppliers to 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, continued volatility driven by 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.
In 2025, we announced we were 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 Technologies’ portfolio and accelerate shareowner value creation ahead of the Aerospace Spin-Off. Beginning December 31, 2025, the assets and liabilities of these businesses were classified as held for sale. In April 2026, we announced that we reached agreements to sell the businesses in two separate transactions, both of which are expected to close in the third quarter of 2026 and are subject to customary closing conditions, including receipt of certain regulatory approvals.
On June 4, 2026, the Company’s former consolidated subsidiary Quantinuum completed its IPO. Upon completion of the IPO, the Company retained a 48% noncontrolling ownership interest in Quantinuum and accounts for its Quantinuum investment as an equity method investment.
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In the third quarter on June 29, 2026, the Company completed the Aerospace Spin-Off. Each Honeywell Technologies shareowner received one share of Honeywell Aerospace common stock for every two shares of Honeywell Technologies common stock held of record as of the close of business on June 15, 2026, except that they received cash in lieu of any fractional shares of Honeywell Aerospace common stock that they would have received after application of such distribution ratio. After the date of the Aerospace Spin-Off, Honeywell Technologies does not beneficially own any shares of Honeywell Aerospace common stock and no longer consolidates Honeywell Aerospace into its financial results. The historical financial results of Honeywell Aerospace will be reflected in Honeywell Technologies’ consolidated financial statements as discontinued operations under GAAP for all periods beginning in the third quarter of 2026. In addition, following completion of the Aerospace Spin-Off, we now manage our businesses through three reportable business segments: Building Automation, Process Automation and Technology, and Industrial Automation.
On July 17, 2026, we acquired Johnson Matthey’s Catalyst Technologies business segment for total consideration of $1,750 million, net of cash acquired.
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 were 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.
OTHER MATTERS
On June 29, 2026, following completion of the Aerospace Spin-Off as described above, the Company effected a one-for-two reverse stock split (the Reverse Stock Split) and proportionate reduction in the number of authorized shares of common stock. As a result of the Reverse Stock Split, every two shares of common stock issued and outstanding or held by Honeywell Technologies as treasury shares were automatically combined into one share of common stock, and the number of authorized shares of common stock was reduced from 2 billion to 1 billion with no change in par value. Any fractional shares were settled in cash. All share and per share amounts have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented.

RESULTS OF OPERATIONS
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Consolidated Financial Results

Net Sales by Segment
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Segment Profit by Segment

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CONSOLIDATED OPERATING RESULTS
Net Sales

The change in Net sales was attributable to the following:

Q2 2026 vs. Q2 2025
Year to Date
Volume — % (1 %)
Price 4 % 4 %
Foreign currency translation 1 % 1 %
Acquisitions
1 % 1 %
Divestitures
(2 %) (2 %)
Other
— % — %
 Total % change in Net sales 4 % 3 %

A discussion of Net sales by reportable business segment can be found in the Review of Business Segments section of this Management’s Discussion and Analysis.
Q2 2026 compared with Q2 2025
Net sales increased due to the following:
• Increased pricing and price adjustments to offset inflation,
• Favorable impact of foreign currency translation, driven by the weakening of the U.S. dollar against the currencies in certain of our international markets, primarily the Australian dollar and Chinese renminbi, and
• Incremental sales from recent acquisitions,
• Partially offset by lower sales from the divestiture of the personal protective equipment (PPE) business.
YTD 2026 compared with YTD 2025
Net sales increased due to the following:
• Increased pricing and price adjustments to offset inflation, and
• Incremental sales from recent acquisitions,
• Partially offset by lower sales from the divestiture of the PPE business, and
• Lower sales volumes.
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Cost of Products and Services Sold

Q2 2026 compared with Q2 2025
Cost of products and services sold increased due to higher direct and indirect material costs and higher labor costs.
YTD 2026 compared with YTD 2025
Cost of products and services sold increased due to the following:
• Higher direct and indirect material costs and higher labor costs of approximately $0.4 billion or 4%, and
• Incremental costs from recent acquisitions of approximately $0.2 billion or 2%.
Gross Margin

Q2 2026 compared with Q2 2025
Gross margin was flat and gross margin percentage decreased 170 basis points to 37.6% compared to 39.3% for the same period of 2025.
YTD 2026 compared with YTD 2025
Gross margin increased by approximately $0.1 billion and gross margin percentage decreased 100 basis points to 38.1% compared to 39.1% for the same period of 2025.
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Research and Development Expenses

Q2 2026 compared with Q2 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.
YTD 2026 compared with YTD 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Company funded research and development expenses $ 524  $ 459  $ 1,016  $ 875 

Customer-sponsored research and development 1
304  260  570  527 
Total research and development costs $ 828   $ 719   $ 1,586   $ 1,402  

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.

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Selling, General and Administrative Expenses

Q2 2026 compared with Q2 2025
Selling, general and administrative expenses were flat compared to the same period in 2025.
YTD 2026 compared to YTD 2025
Selling, general and administrative expenses were flat compared to the same period in 2025.
Impairment of Assets Held for Sale

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Impairment of assets held for sale $ 48  $ —  $ 311  $ 15 

Q2 2026 compared with Q2 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 June 30, 2026.
YTD 2026 compared to YTD 2025
Impairment of assets held for sale increased due to impairment charges recorded on the assets held for sale related to the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses for the six months ended June 30, 2026.
Loss on Debt Extinguishment

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Loss on debt extinguishment $ 2  $ —  $ 241  $ — 

Q2 2026 compared with Q2 2025
Loss on debt extinguishment in the three months ended June 30, 2026 was due to the debt redemptions.
YTD 2026 compared to YTD 2025
Loss on debt extinguishment in the six months ended June 30, 2026 was due to the debt tender offers and redemptions.
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Gain on Deconsolidation of Subsidiary

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Gain on deconsolidation of subsidiary $ (6,629) $ —  $ (6,629) $ — 

Q2 2026 compared with Q2 2025
Gain on deconsolidation of subsidiary in the three months ended June 30, 2026 was due to the deconsolidation of Quantinuum.
YTD 2026 compared to YTD 2025
Gain on deconsolidation of subsidiary in the six months ended June 30, 2026 was due to the deconsolidation of Quantinuum.
Other (Income) Expense

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Other (income) expense $ 472  $ (113) $ 465  $ (342)

Q2 2026 compared with Q2 2025
Other income decreased due to the following:
• Higher divestiture-related costs related to the Aerospace Spin-Off of approximately $0.7 billion,
• Partially offset by higher pension income of approximately $0.1 billion.
YTD 2026 compared to YTD 2025
Other income decreased due to the following:
• Higher divestiture-related costs related to the Aerospace Spin-Off of approximately $0.9 billion,
• Partially offset by higher pension income of approximately $0.1 billion.
Interest and Other Financial Charges

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Interest and other financial charges $ 363  $ 329  $ 719  $ 614 

Q2 2026 compared with Q2 2025
Interest and other financial charges increased due to the increase in debt from pre-separation debt financing in advance of the Aerospace Spin-Off net of debt tender offers and redemptions.
YTD 2026 compared to YTD 2025
Interest and other financial charges increased due to the increase in debt from pre-separation debt financing in advance of the Aerospace Spin-Off net of debt tender offers and redemptions.

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Tax Expense

Q2 2026 compared with Q2 2025
The effective tax rate increased 670 basis points due to the following:
• Changes in accruals on foreign tax matters and transaction related tax costs primarily related to the Quantinuum deconsolidation and Aerospace Spin-Off of 1,020 basis points,
• Partially offset by changes in valuation allowance of 380 basis points.

YTD 2026 compared with YTD 2025
The effective tax rate increased 190 basis points due to the following:
• Changes in accruals on foreign tax matters of 560 basis points,
• Partially offset by changes in valuation allowance of 340 basis points.

Equity Loss

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Equity loss $ 265  $ —  $ 265  $ — 

Q2 2026 compared with Q2 2025
Equity loss in the three months ended June 30, 2026 was due to equity losses on Quantinuum following the deconsolidation of Quantinuum in the second quarter of 2026.
YTD 2026 compared to YTD 2025
Equity loss in the six months ended June 30, 2026 was due to equity losses on Quantinuum following the deconsolidation of Quantinuum in the second quarter of 2026.

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Net Income from Continuing Operations

Q2 2026 compared to Q2 2025
Earnings per share of common stock–assuming dilution increased due to the following:
• Gain on deconsolidation of Quantinuum ($15.78 after tax),
• Partially offset by higher divestiture-related costs ($1.54 after tax).
YTD 2026 compared with YTD 2025
Earnings per share of common stock–assuming dilution increased due to the following:
• Gain on deconsolidation of Quantinuum ($15.65 after tax),
• Partially offset by higher divestiture-related costs ($2.05 after tax), and
• Higher debt restructuring costs ($0.80 after tax).

BACKLOG
Our backlog of orders increased 12% to $38.0 billion as of June 30, 2026, compared to June 30, 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:

  June 30, 2026

Aerospace Technologies $ 18,435 
Building Automation 2,675 
Process Automation and Technology
9,258 
Industrial Automation 7,640 

Total backlog $ 38,008  

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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.
During the period reflected in the Quarterly Report on Form 10-Q, we globally managed our business operations through four reportable business segments: Aerospace Technologies, Building Automation, Process Automation and Technology, and Industrial Automation. Upon the Aerospace Spin-Off, we now manage our businesses through three reportable business segments: Building Automation, Process Automation and Technology, and Industrial Automation.

AEROSPACE TECHNOLOGIES
Effective the third quarter of 2026, the results of Aerospace Technologies will be reported within discontinued operations.

Net Sales

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 %
Change 2026 2025 %
Change
Net sales $ 4,532  $ 4,307  5  % $ 8,854  $ 8,479  4  %
Cost of products and services sold 2,889  2,718  5,564  5,310 

Selling, general and administrative and other expenses 517  491  1,020  972 
Segment profit $ 1,126   $ 1,098   2   % $ 2,270   $ 2,197   3   %

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2026 vs. 2025

Three Months Ended
June 30, Six Months Ended
June 30,
Factors Contributing to Year-Over-Year Change Net
Sales Segment
Profit Net
Sales Segment
Profit
Reported percent change
5  % 2  % 4  % 3  %
Less: Impact of divestitures to the prior period —  % —  % —  % —  %
Reported percent change, adjusted for impact of divestitures
5   % 2   % 4   % 3   %
Less: Foreign currency translation —  % —  % —  % —  %
Less: Acquisitions —  % —  % —  % —  %
Less: Other —  % —  % —  % —  %
Organic percent change 1
5   % 2   % 4   % 3   %

1
Organic 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.

Q2 2026 compared to Q2 2025
Sales increased $225 million due to higher organic sales of $128 million in Commercial Aviation Aftermarket driven by increased pricing and higher organic sales of $100 million in Commercial Aviation Original Equipment driven by increased volume.
Segment profit increased $28 million and segment margin percentage decreased 70 basis points to 24.8% compared to 25.5% for the same period of 2025.
YTD 2026 compared to YTD 2025
Sales increased $375 million due to higher organic sales of $182 million in Commercial Aviation Aftermarket and higher organic sales of $118 million in Commercial Aviation Original Equipment, both driven by increased pricing.
Segment profit increased $73 million and segment margin percentage decreased 30 basis points to 25.6% compared to 25.9% for the same period of 2025. Segment profit benefitted from higher organic sales driven by increased pricing, offset by an increase in inventory obsolescence charges of approximately $60 million, partially attributable to higher inventory balances.

BUILDING AUTOMATION
Net Sales

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Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 %
Change 2026 2025 %
Change
Net sales $ 2,002  $ 1,826  10  % $ 3,884  $ 3,518  10  %
Cost of products and services sold 1,065  944  2,058  1,812 

Selling, general and administrative and other expenses 395  403  788  787 
Segment profit $ 542   $ 479   13   % $ 1,038   $ 919   13   %

  2026 vs. 2025

  Three Months Ended
June 30, Six Months Ended
June 30,
Factors Contributing to Year-Over-Year Change Net
Sales Segment
Profit Net
Sales Segment
Profit
Reported percent change
10  % 13  % 10  % 13  %
Less: Impact of divestitures to the prior period —  % —  % —  % —  %
Reported percent change, adjusted for impact of divestitures
10   % 13   % 10   % 13   %
Less: Foreign currency translation 1  % 1  % 2  % 3  %
Less: Acquisitions —  % —  % —  % —  %
Less: Other —  % —  % —  % —  %
Organic percent change
9   % 12   % 8   % 10   %

Q2 2026 compared to Q2 2025
Sales increased $176 million due to higher organic sales of $103 million in Products and higher organic sales of $59 million in Solutions, both driven by higher demand.
Segment profit increased $63 million and segment margin percentage increased 90 basis points to 27.1% compared to 26.2% for the same period of 2025.
YTD 2026 compared to YTD 2025
Sales increased $366 million due to higher organic sales of $174 million in Products and higher organic sales of $120 million in Building Solutions, both driven by higher demand.
Segment profit increased $119 million and segment margin percentage increased 60 basis points to 26.7% compared to 26.1% for the same period of 2025.
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PROCESS AUTOMATION AND TECHNOLOGY
Net Sales

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 %
Change 2026 2025 %
Change
Net sales $ 1,679  $ 1,613  4  % $ 3,192  $ 3,058  4  %
Cost of products and services sold 985  896  1,841  1,705   

Selling, general and administrative and other expenses 323  331  621  654   
Segment profit $ 371   $ 386   (4) % $ 730   $ 699   4   %

2026 vs. 2025

Three Months Ended
June 30, Six Months Ended
June 30,
Factors Contributing to Year-Over-Year Change Net
Sales Segment
Profit Net
Sales Segment
Profit
Reported percent change
4  % (4) % 4  % 4  %
Less: Impact of divestitures to the prior period —  % —  % —  % —  %
Reported percent change, adjusted for impact of divestitures
4   % (4) % 4   % 4   %
Less: Foreign currency translation —  % 1  % 1  % 1  %
Less: Acquisitions 5  % 5  % 6  % 8  %
Less: Other —  % —  % —  % —  %
Organic percent change
(1) % (10) % (3) % (5) %

Q2 2026 compared to Q2 2025
Sales increased $66 million due to inorganic sales of $78 million in Sundyne during the three months ended June 30, 2026 and higher organic sales of $54 million in Projects driven by increased volume, partially offset by lower organic sales of $77 million in Aftermarket driven by a decline in catalyst shipments.
Segment profit decreased $15 million and segment margin percentage decreased 180 basis points to 22.1% compared to 23.9% for the same period of 2025.
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YTD 2026 compared to YTD 2025
Sales increased $134 million due to inorganic sales of $199 million in Sundyne during the six months ended June 30, 2026 and higher organic sales of $53 million in Projects driven by increased volume, partially offset by lower organic sales of $159 million in Aftermarket driven by a decline in catalyst shipments.
Segment profit increased $31 million and segment margin percentage remained flat at 22.9% compared to 22.9% for the same period of 2025.

INDUSTRIAL AUTOMATION
Net Sales

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 %
Change 2026 2025 %
Change
Net sales $ 1,501  $ 1,574  (5) % $ 2,922  $ 3,171  (8) %
Cost of products and services sold 933  957    1,797  1,946 

Selling, general and administrative and other expenses 310  361    626  739 
Segment profit $ 258   $ 256   1   % $ 499   $ 486   3   %

2026 vs. 2025

Three Months Ended
June 30, Six Months Ended
June 30,
Factors Contributing to Year-Over-Year Change Net
Sales Segment
Profit Net
Sales Segment
Profit
Reported percent change
(5) % 1  % (8) % 3  %
Less: Impact of divestitures to the prior period (9) % (2) % (12) % (6) %
Reported percent change, adjusted for impact of divestitures
4   % 3   % 4   % 9   %
Less: Foreign currency translation —  % 2  % 1  % 2  %
Less: Acquisitions —  % —  % —  % —  %
Less: Other —  % —  % —  % —  %
Organic percent change
4   % 1   % 3   % 7   %

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Q2 2026 compared to Q2 2025
Sales decreased $73 million due to lower sales of $145 million driven by the sale of our PPE business on May 21, 2025, partially offset by higher organic sales of $47 million in Solutions driven by project timing.
Segment profit increased $2 million and segment margin percentage increased 90 basis points to 17.2% compared to 16.3% for the same period in 2025.
YTD 2026 compared to YTD 2025
Sales decreased $249 million due to lower sales of $381 million driven by the sale of our PPE business on May 21, 2025, partially offset by higher organic sales of $78 million in Solutions driven by project timing.
Segment profit increased $13 million and segment margin percentage increased 180 basis points to 17.1% compared to 15.3% for the same period of 2025.
On July 8, 2025, the Company announced it was 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 third quarter 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 former controlling majority-owned interest in Quantinuum prior to deconsolidation in the second quarter of 2026. Corporate expenses historically allocated to the Advanced Materials business prior to it being spun off in the fourth quarter of 2025 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 six months ended June 30, 2026 and 2025. Cash spending related to our repositioning actions was $91 million in the six months ended June 30, 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 June 30, 2026 and December 31, 2025, we held $9.2 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 June 30, 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:

Six Months Ended June 30,
2026 2025 Variance
Cash and cash equivalents at beginning of period $ 12,487   $ 10,567   $ 1,920  

Operating activities
Net income from continuing operations
6,481  2,679  3,802 
Noncash adjustments (4,281) 628  (4,909)
Changes in working capital (863) (1,179) 316 

Other operating activities (711) (686) (25)
Net cash provided by operating activities from discontinued operations —  474  (474)
Net cash provided by operating activities 626   1,916   (1,290)
Net cash used for investing activities from continuing operations (1,048) (1,765) 717 
Net cash used for investing activities from discontinued operations —  (115) 115 
Net cash used for financing activities (3,246) (421) (2,825)
Effect of foreign exchange rate changes on cash and cash equivalents (68) 167  (235)
Net decrease in cash and cash equivalents
(3,736) (218) (3,518)
Cash and cash equivalents at end of period $ 8,751   $ 10,349   $ (1,598)

Six months ended June 30, 2026
Net cash provided by operating activities from continuing operations was driven by operating income from continuing operations of $3,211 million, partially offset by changes in working capital of $863 million due to timing of customer cash collections, payments for divestiture-related costs of approximately $800 million, net interest payments of $482 million, and the Flexjet litigation settlement payment of $375 million.
Net cash used for investing activities from continuing operations was driven by $538 million of capital expenditures and the deconsolidation of $623 million of Quantinuum cash, partially offset by $127 million of net cash receipts from settlements of derivative contracts.
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Net cash used for financing activities was driven by $13,187 million of payments of long-term debt, $3,413 million of net payments of commercial paper, $1,576 million of cash dividends paid, and $1,000 million of repurchases of common stock, partially offset by $15,835 million of pre-separation funding related to the Aerospace Spin-Off.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Net cash provided by operating activities from continuing operations decreased by $816 million, driven by cash payments resulting from an approximately $800 million increase in payments for divestiture-related costs.
Net cash used for investing activities from continuing operations decreased by $717 million, driven by a $2,135 million decrease in cash paid for acquisitions and a $542 million net increase in cash receipts from settlement of derivative contracts, partially offset by a $1,151 million decrease in proceeds from sale of businesses, the deconsolidation of $623 million of Quantinuum cash and a $122 million increase in capital expenditures.
Net cash used for financing activities increased by $2,825 million, driven by an $11,878 million increase of payments of long-term debt, a $5,286 million increase of net payments of commercial paper, and a decrease in proceeds from issuance of long-term debt of $4,035 million, partially offset by $15,835 million of pre-separation funding related to the Aerospace Spin-Off and a $2,604 million decrease in repurchases of common stock.

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 six months ended June 30, 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. During the third quarter of 2026, we acquired Johnson Matthey’s Catalyst Technologies business segment for total consideration of $1,750 million, net of cash acquired. 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 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 third quarter of 2026 and are subject to customary closing conditions, including receipt of certain regulatory approvals. On June 29, 2026, we completed the Aerospace Spin-Off. 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 June 30, 2026, and December 31, 2025, our total borrowings were $34.0 billion and $34.6 billion, respectively.

June 30, 2026 December 31, 2025
Fixed rate notes $ 28,577  $ 25,164 
Commercial paper 2,477  5,892 
Term loans 2,750  3,750 
Variable rate notes 512  22 
Other 94  111 
Fair value of hedging instruments (75) (79)
Debt issuance costs (347) (280)
Total borrowings $ 33,988   $ 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 June 30, 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 completion of the Aerospace Spin-Off, the aggregate revolving credit commitments under the 364-Day Credit Agreement were 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 June 30, 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 completion of the Aerospace Spin-Off, the aggregate revolving credit commitments under the Five-Year Credit Agreement were 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 $3.5 billion. 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 June 30, 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 June 30, 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&P Fitch Moody’s
Outlook Negative
Stable Negative

Short-term A-1 F1 P1
Long-term A A A2

On June 25, 2026, Moody’s revised their credit rating outlook from review for downgrade to negative.

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 June 30, 2026, there has been no material change in this information.
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ITEM 4. CONTROLS AND PROCEDURES
Honeywell Technologies 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 Technologies 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 Technologies’ internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q.
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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
We are subject to a number of lawsuits, investigations, and claims (some of which involve substantial amounts) arising out of the conduct of our business. See a discussion of environmental 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
The risk factors set forth below update the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025 to reflect risks for Honeywell Technologies following completion of the Aerospace Spin-Off on June 29, 2026. Our business, operating results, cash flows, and financial condition are subject to the material risks and uncertainties set forth below, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results. Disclosures of risks should not be interpreted to imply that the risks have not already materialized, and there may be additional risks that are not presently material or known.
MACROECONOMIC AND INDUSTRY RISKS
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.
• 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.
• Process Automation and Technology —Operating results may be adversely impacted by reduced investments in process automation and downturns in capacity utilization for chemical, industrial, refining and petrochemical plants, our customers’ availability of capital for refinery construction and expansion, raw material demand and supply, product commoditization, 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.
• Industrial Automation —Operating results may be adversely impacted by reduced investments in safety monitoring, industrial plants, utilities and plant capacity utilization initiatives, fluctuations in retail, energy and semiconductor markets, 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.
In addition, the Company and each of its businesses has been, and 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, and other changes to, 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.
A significant percentage of our sales and operations is in non-U.S. jurisdictions and is subject to the economic, political, regulatory, foreign exchange, and other risks of international operations.
Our international operations, including U.S. exports, represent more than half of the Company’s sales. Risks related to international operations include exchange control regulations, wage and price controls, fluctuations in foreign currency exchange rates, antitrust regulations, employment regulations, foreign investment laws, import, export, and other trade restrictions and barriers (such as tariffs, sanctions, and embargoes), differing levels of protection of intellectual property, acts of industrial espionage, violations by our employees or business partners of anti-corruption or anti-money-laundering laws (despite our efforts to mitigate such risk),
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changes in regulations regarding transactions with state-owned enterprises, nationalization of private enterprises, acts of terrorism, acts of war, civil strife, and our ability to hire and maintain qualified staff and maintain the safety of our employees in these regions. Instability and uncertainties arising from the global geopolitical environment and the evolving international and domestic political, regulatory, and economic landscape, including the potential for changes in global trade policies, such as sanctions and trade barriers, and trends such as populism, economic nationalism, and negative sentiment toward multinational companies, as well as the cost of compliance with increasingly complex and often conflicting regulations worldwide, can impair our flexibility in modifying product, marketing, pricing, or other strategies for growing our businesses, as well as our ability to improve productivity and maintain acceptable operating margins.
Existing free trade laws and regulations provide certain beneficial duties and tariffs for qualifying imports and exports. Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs, or taxes on imports from countries where we manufacture products or from where we import products or raw materials, either directly or through our suppliers, could have an impact on our competitive position and financial results.
The U.S. continues to implement certain trade actions, including imposing tariffs on certain goods imported from China and other countries, which has resulted in retaliatory tariffs by China and other countries. Ongoing changes in U.S. trade policy involving the application or increase of tariffs and the subsequent retaliatory measures against the U.S. have created a dynamic environment that may have a material adverse impact on our business. While we have deployed strategies to mitigate the impact of these dynamic trade policies, there is no assurance that we will be able to mitigate the full impact of all such tariffs, retaliatory tariffs or other trade policies that have or may develop in this rapidly changing environment. Increasing trade tensions and changes in trade policies have the potential to adversely impact our costs, the demand for our products, our supply chain and the global economy, and could result in fines and penalties or reputational harm if we are found not to be in compliance, which may have an adverse impact on our business, including operating and financial results and conditions.
In response to the conflict between Russia and Ukraine, the U.S. and other countries imposed actions including sanctions, export and import controls, and trade restrictions with respect to Russian and Belarusian governments, government-related entities, and other entities and individuals. Further, the Russian government implemented retaliatory actions against the U.S. and other nation members of the North Atlantic Treaty Organization (NATO) as well as certain other nations. Given the uncertainty inherent in our remaining obligations related to our contracts with Russian counterparties, we do not believe it is possible to develop estimates of reasonably possible loss in excess of current accruals for these matters. As the conflict continues to evolve, existing conditions may worsen, or other impacts, including escalation of the conflict in other regions of Europe where there is a material portion of our business, increased tension between Russia and the U.S. and other NATO members and other countries, or other impacts that are unknown at this time, could lead to increased charges and could have a material adverse effect on our consolidated financial position. These impacts may result in increased costs or additional impacts on our operations and may adversely affect our ability to meet contractual and financial obligations, results of operations, and financial condition.
To the extent the current conflict between Russia and Ukraine persists, it may also negatively impact other risk factors disclosed in this report and further impact our financial results. Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation and consumer spending; cybersecurity incidents and other disruptions to our information technology (IT) infrastructure or that of our customers and suppliers, including disruptions at our cloud computing, server, systems, and other third party IT service providers; adverse changes in international trade policies and relations; our ability to implement and execute our business strategy, particularly in Eastern Europe and surrounding regions; disruptions in global supply chains; energy shortages; terrorist activities targeting U.S. government contractors and/or critical infrastructure; our exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the capital markets.
Operating outside of the U.S. also exposes us to foreign exchange risk, which we monitor and seek to reduce through hedging activities. However, foreign exchange hedging activities bear a financial cost and may not always be available to us or be successful in eliminating such volatility. Finally, we generate significant amounts of cash outside of the U.S. that is invested with financial and non-financial counterparties. While we employ comprehensive controls regarding global cash management to guard against cash or investment loss and to ensure our ability to fund our operations and commitments, a material disruption to the counterparties with whom we transact business could expose Honeywell Technologies to financial loss.
Operating outside the U.S. also exposes us to additional intellectual property risk. The laws and enforcement practices of certain jurisdictions in which we operate may not protect our intellectual property rights to the same extent as in the U.S. and may impose joint venture, technology transfer, local service or other foreign investment requirements, and restrictions that potentially compromise control over our technology and proprietary information. Failure of foreign jurisdictions to protect our intellectual property rights, an inability to effectively enforce such rights in foreign jurisdictions, or the imposition of foreign jurisdiction investment or sourcing restrictions or requirements could result in loss of valuable proprietary information and could impact our competitive position and financial results.
Risks related to our defined benefit pension plans may adversely impact our results of operations and cash flow.
Significant changes in actual investment return on pension assets, discount rates, and other factors could adversely affect our results of operations and require cash pension contributions in future periods. Changes in discount rates and actual asset returns different than our anticipated asset returns can result in significant non-cash actuarial gains or losses, which we record in the fourth quarter of each fiscal year, and, if applicable, in any quarter in which an interim remeasurement is triggered. With regard to cash
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pension contributions, funding requirements for our pension plans are largely dependent upon interest rates, actual investment returns on pension assets, and the impact of legislative or regulatory changes related to pension funding obligations.
OPERATIONAL RISKS
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 Process Automation and Technology (copper, tungsten salts, aluminum, and molybdenum). As of December 31, 2025, the majority of the raw materials supply base of Process Automation and Technology 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 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.
We may be unable to successfully execute or effectively integrate acquisitions, and divestitures may not occur as planned.
We regularly review our portfolio of businesses and pursue growth through acquisitions and seek to divest non-core businesses. We may not be able to complete transactions on favorable terms, on a timely basis, or at all. In addition, our results of operations and cash flows may be adversely impacted by (i) the failure of acquired businesses to meet or exceed expected returns, including risk of impairment; (ii) the failure to integrate multiple acquired businesses into Honeywell Technologies simultaneously and on schedule and/or to achieve expected synergies; (iii) the inability to dispose of non-core assets and businesses on satisfactory terms and conditions; and (iv) the discovery of unanticipated liabilities, labor relations difficulties, cybersecurity concerns, compliance issues, or other problems in acquired businesses for which we lack contractual protections, insurance or indemnities, or, with regard to divested businesses, claims by purchasers to whom we have provided contractual indemnification.
We have divested a number of businesses, including as part of spin-offs. With respect to some of these former businesses, we have contractually agreed to indemnify the counterparties against, or otherwise retain, certain liabilities, including certain lawsuits, product liability claims, and environmental matters. Even without ongoing contractual indemnification obligations, we could be exposed to liabilities arising out of such divestitures. In addition, the counterparties to those divestitures or spun-off businesses may have agreed to indemnify us or assume certain liabilities relating to those divestitures. However, there can be no assurance that the indemnity or assumption of liability by the counterparties will be sufficient to protect us against the full amount of these liabilities, or that a counterparty will be able to fully satisfy its obligations. Third parties also could seek to hold us responsible for any of the liabilities that a counterparty agreed to assume. Even if we ultimately succeed in recovering any amounts for which we were initially held liable, we may be temporarily required to bear these losses ourselves.
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The Company is subject to risks related to the recently completed separation of Honeywell Aerospace, into a standalone, publicly traded company.
On June 29, 2026, the Company completed the previously announced separation of its Aerospace Technologies business from Honeywell Technologies (the “Aerospace Spin-Off”). Although the Aerospace Spin-Off was completed, there is no guarantee that the Aerospace Spin-Off will be successful in meeting its objectives or achieving its intended benefits. Further, the Company and our business may face challenges, including as a result of actions or challenges from shareowners, including activist shareowners, that may not be aligned with our business strategies or the interests of our other shareowners, including potential business disruption; the diversion of management’s time; and potential negative impacts on the Company’s relationships with its customers, employees, regulators, and other counterparties. Additionally, the Company is a smaller, less diversified company than it was prior to the Aerospace Spin-Off, which could amplify the impact of factors affecting its performance, such as changing market conditions and market volatility. Any of these factors could negatively impact our business, financial condition, results of operations, cash flows, and the price of our common stock, which may exhibit significant fluctuations based on temporary or speculative market perceptions or other factors that do not necessarily reflect the fundamental underlying value of the Company following the Aerospace Spin-Off.
Our future growth is largely dependent upon our ability to develop new technologies and introduce new products that achieve market acceptance in increasingly competitive markets with acceptable margins.
Our future growth rate depends upon a number of factors, including our ability to (i) identify and evolve with emerging technological and broader industry trends, including technologies such as artificial intelligence and machine learning in our target end markets; (ii) develop and maintain competitive products; (iii) defend our market share against an ever-expanding number of competitors, including many new and non-traditional competitors; (iv) enhance our products by adding innovative features that differentiate our products from those of our competitors and prevent commoditization of our products; (v) develop, manufacture, and bring compelling new products to market quickly and cost-effectively; (vi) adequately protect the intellectual property associated with our inventions; (vii) monitor disruptive technologies and business models; (viii) achieve sufficient return on investment for new products introduced based on capital expenditures and research and development spending; (ix) respond to changes in overall trends related to end market demand; and (x) attract, develop, and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products. Competitors may also develop after-market services and parts for our products which attract customers and adversely affect our return on investment for new products. The failure of our technologies or products to gain market acceptance due to more attractive offerings by our competitors or the failure to address any of the above factors could significantly reduce our revenues and adversely affect our competitive standing and prospects. Emerging technology, such as generative and agentic artificial intelligence, is complex and rapidly evolving, and while we aim to develop and use artificial intelligence responsibly, we may ultimately be unsuccessful in identifying or resolving all problems, and the technologies that we develop or use may ultimately be flawed, which could harm our reputation and expose us to risks related to potential infringement of others’ intellectual property, biases, inaccuracies or errors in outputs from these technologies. Furthermore, any integration of third-party artificial intelligence models with our products and solutions relies on certain safeguards implemented by the third-party developers of the models, and there can be no guarantee that those safeguards are adequate to protect against the risks associated with their deployment.
Failure to increase productivity or enhance operations through sustainable operational improvements, as well as an inability to successfully execute repositioning projects or to effectively manage our workforce, may reduce our profitability or adversely impact our businesses.
Our profitability and margin growth are dependent upon our ability to drive sustainable improvements. We seek productivity and cost savings benefits through repositioning actions and projects, such as consolidation of manufacturing facilities, transitions to cost-competitive regions, and product line rationalizations. Risks associated with these actions include delays in execution, additional unexpected costs, realization of fewer than estimated productivity improvements, and adverse effects on employee morale. We may not realize the full operational or financial benefits we expect, the recognition of these benefits may be delayed, and these actions may potentially disrupt our operations. In addition, organizational changes, increased attrition, failure to create and implement a succession plan for key Company positions, not retaining key talent, inability to attract new employees with unique skills, trends in rising labor costs and labor availability, labor relations difficulties, or workforce stoppage could have a material adverse effect on our business, reputation, financial position, and results of operations. Additionally, certain personnel may be required to receive various immigration visas, clearances and substantial training in order to work in certain geographies on certain programs or perform certain tasks. Necessary visas and security clearances may be delayed, or become increasingly expensive, which may impact our ability to perform on our contracts. We also may not be successful in training or developing qualified personnel with the requisite relevant skills or security clearances.
As a supplier to the U.S. government, we are subject to unique risks, such as the right of the U.S. government to terminate contracts for convenience and to conduct audits and investigations of our operations and performance.
U.S. government contracts are subject to termination by the government, either for the convenience of the government or for our failure to perform consistent with the terms of the applicable contract. Our contracts with the U.S. government are also subject to government audits that may recommend downward price adjustments and other changes. When appropriate and prudent, we made adjustments and paid voluntary refunds in the past and may do so in the future. In addition, U.S. government contracts are subject to congressional funding, which may be unavailable due to changes in priorities or subject to continuing resolution, which
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may result in funding reductions, eliminations, or other effects that could impact our business. Furthermore, any U.S. federal government shutdown could result in us experiencing delays or decreases in the number of purchase orders issued under our contracts with government agencies or with our prime contractor customers, incurring substantial labor or other costs without reimbursement under our customer contracts, or the suspension of work on contracts in progress or in payment delays.
We are also subject to government investigations of business practices and compliance with government procurement and security regulations. If, as a result of any such investigation or other government investigations (including investigation of violations of certain environmental, employment, or export laws), Honeywell Technologies or one of its businesses were found to have violated applicable law, then it could be suspended from bidding on or receiving awards of new government contracts, suspended from contract performance pending the completion of legal proceedings, and/or have its export privileges suspended.
Our operations and the prior operations of predecessor companies expose us to the risk of material environmental liabilities.
Mainly because of past operations and operations of predecessor companies, we are subject to potentially material liabilities related to the remediation of environmental hazards and to claims of personal injuries or property damages that may be caused by hazardous substance releases and exposures. We continue to incur remedial response and voluntary clean-up costs for site contamination and are a party to lawsuits and claims associated with environmental and safety matters, including past production of products containing hazardous substances. Additional lawsuits, claims, and costs involving environmental matters are likely to continue to arise in the future. Various federal, state, local, and foreign governments regulate the use of certain materials, the discharge of materials into the environment, and/or communications respecting certain materials in our products, and can impose substantial fines and criminal sanctions for violations, and require injunctive relief measures, including installation of costly equipment, implementation of operational changes to limit emissions and/or decrease the likelihood of accidental hazardous substance releases, or limiting access of our products to markets, among others. In addition, changes in laws, regulations and enforcement of policies, the discovery of previously unknown contamination or new technology or information related to individual sites, the establishment of stricter toxicity standards with respect to certain contaminants, or the imposition of new clean-up requirements or remedial techniques could require us to incur additional costs in the future that would have a negative effect on our financial condition or results of operations.
Our business, reputation, and financial performance may be materially impacted by cybersecurity attacks on our IT infrastructure and products.
Cybersecurity is a critical component of the Company’s enterprise risk management program. Global cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to IT, operational technology, and online services infrastructure to sophisticated and targeted measures known as advanced persistent threats, directed at the Company, its products, its customers, and/or its third-party software and service providers, including cloud providers. Our customers, including the U.S. government, are increasingly requiring cybersecurity protections and mandating cybersecurity standards in our products, and we may incur additional costs to comply with such demands. While we have experienced, and expect to continue to experience, these types of threats and incidents, none of them to date have been material to the Company. We seek to deploy comprehensive measures to deter, prevent, detect, respond to, and mitigate these threats, including identity and access controls, data protection, vulnerability assessments, continuous monitoring of our IT networks and systems, and maintenance of backup and protective systems. Despite these efforts, cybersecurity incidents (against us, parties with whom we contract, or software used in our business), including incidents due to human error, third-party action, including actions of foreign actors, which risk may be exacerbated by the current geopolitical conflicts and U.S. and international response, insider attacks, the introduction of computer viruses and/or malicious or destructive code, phishing or denial-of-service attacks, the introduction of computer viruses and/or malicious or destructive code, ransomware or other malware, social engineering, malfeasance, other unauthorized physical or electronic access, or other vulnerabilities, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that of third parties), theft of funds, and the disruption of business operations. We face an increased level of risk during significant IT infrastructure transitions, such as those we are undertaking in connection with our spin-offs of Solstice and Honeywell Aerospace. In addition, the techniques used to obtain unauthorized access to sensitive data continue to evolve and become more sophisticated and may not be recognized until launched against a target; accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures, and future cybersecurity incidents could go undetected and persist for an extended period of time. Furthermore, to the extent artificial intelligence capabilities continue to improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks, including the use of generative artificial intelligence to conduct more sophisticated social engineering attacks on the Company, suppliers, or customers. In addition, vulnerabilities may be introduced from the use of artificial intelligence by us, our financial services providers and other vendors and third-party providers.
Our customers, partners (including our suppliers), subcontractors, and other third parties to whom we entrust confidential data, and on whom we rely on to provide products and services, face similar threats and growing requirements. While we aim to perform cybersecurity due diligence on our key vendors and service providers, we do not control such third parties, and our ability to monitor their cybersecurity-related controls, safeguards and processes is limited. Further, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share with them or prevent any disruption arising from a technology failure, cyber-attack, or other information or security breach. We depend on such parties to implement adequate controls and safeguards to protect against and report cyber incidents. If such parties fail to deter, detect, or report cybersecurity
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incidents in a timely manner, we may suffer from financial and other harm, including to our information, operations, performance, employees, and reputation.
The potential consequences of a material cybersecurity incident and its effects include financial loss, reputational damage, litigation with third parties, theft of intellectual property, fines levied by the Federal Trade Commission or other government agencies, diminution in the value of our investment in research, development, and engineering, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could have a material impact on our competitiveness, business, financial condition, and results of operations. In addition, cybersecurity laws and regulations continue to evolve, and are increasingly demanding, both in the U.S. and globally, which adds compliance complexity and may increase our costs of compliance and expose us to reputational damage or litigation, monetary damages, regulatory enforcement actions, or fines in one or more jurisdictions. We cannot be certain that our cybersecurity insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
The development of technology products and services presents security and safety risks.
An increasing number of our products, services, and technologies are delivered with IoT capabilities and the accompanying interconnected device networks, which include sensors, data, and advanced computing capabilities. We have developed product software designs that we believe are less susceptible to cyber-attacks, but despite these efforts, if our products and services that include IoT solutions, inclusive of artificial intelligence and machine learning technologies, do not work as intended or are compromised, the possible consequences include financial loss, reputational damage, exposure to legal claims or enforcement actions, theft of intellectual property, and diminution in the value of our investment in research, development, and engineering, which in turn could adversely affect our competitiveness and results of operations. Additionally, our ability to continue to develop or use certain technologies may depend on our access to technology offered by third-party software and infrastructure providers, including those that provide hardware or artificial intelligence models, and we cannot control the quality, availability, or cost of these offerings.
Emerging cybersecurity regulations (including the EU Cyber Resilience Act) increasingly mandate rigorous cybersecurity standards for our products and services. These mandates may increase our operational costs by requiring additional investment in secure product development, vulnerability management, and product lifecycle management. Adapting our diverse portfolio to meet these requirements may require costly product redesigns, delay market entry for new solutions, or necessitate strategic retirement of legacy offerings. Failure to meet these standards could result in significant financial penalties, restricted market access, and reputational harm that could adversely affect our competitive position and financial results.
Moreover, beyond the regulations generally applicable to data collection and use, technologies such as artificial intelligence and machine learning may introduce novel compliance, security, and operational risks due to the rapidly evolving legal and regulatory environment, both in the United States and internationally, surrounding the development, sale and use of these technologies. Governments globally—including through frameworks such as the EU AI Act, the Colorado Artificial Intelligence Act, and the California AI Transparency Act—are adopting rules that impose heightened transparency, risk‑management, monitoring, and human‑oversight obligations. As these frameworks develop, we may be required to modify our practices, contracts, or products. Their ultimate impact is uncertain, and additional jurisdictions may adopt similar requirements. Failure to comply could result in regulatory scrutiny, fines, or reputational harm.
Data privacy, data protection, and information security may require significant resources and present certain risks.
We collect, store, have access to, and otherwise process certain confidential or sensitive data, including proprietary business information, personal data, or other information that is subject to data privacy and security laws, regulations, and/or contractual obligations with third parties. Despite our efforts to protect such data, we may be vulnerable to material security breaches, theft, misplaced or lost data, artificial intelligence-related data leaks, programming errors, or human errors that could potentially lead to the compromise of such data, improper use of our products, systems, software solutions, or networks, unauthorized access, use, disclosure, modification, or destruction of data, defective products, production downtimes, and operational disruptions. A significant actual or perceived risk of theft, loss, fraudulent use or misuse of customer, employee, or other data, including misuse of artificial intelligence features, whether by us, our suppliers, channel partners, customers, or other third parties, as a result of employee error or malfeasance, or as a result of the imaging, software, security, and other products we incorporate into our products, as well as non-compliance with applicable industry standards or our contractual or other legal obligations or privacy and information security policies regarding such data, could result in costs, fines, litigation, or regulatory actions, or could lead customers to select the products and services of our competitors. In addition, we operate in an environment in which there are different and potentially conflicting laws in effect in the U.S. and foreign jurisdictions in which we operate, and we must understand and comply with each law and standard in these jurisdictions while also ensuring the data is secure. Many of these laws impose stringent requirements as to how we collect, store, maintain, transfer, and otherwise process personal data and provide significant or material penalties for noncompliance. Many jurisdictions have passed or are considering laws that require personal data relating to their residents or citizens to be maintained or replicated on local servers or impose specific obligations related to extraterritorial data transfers. Government enforcement actions can be costly and interrupt the regular operation of our business, and actual or alleged violations of such laws, including in relation to the Company’s processing of personal data or adoption of emerging technologies such as artificial intelligence and machine learning, can result in fines, reputational damage, and civil lawsuits, any of which may adversely affect our business, reputation, and financial statements.
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A material disruption of our operations, particularly at our manufacturing facilities or within our IT infrastructure, could adversely affect our business.
Our facilities, supply chains, distribution systems, and IT systems are subject to catastrophic loss due to natural disasters or other weather-related disruptions, including hurricanes and floods, which may be exacerbated by the effects of climate change, power outages, fires, explosions, terrorism, equipment failures, sabotage, cyber incidents, any potential effects of climate change and adverse weather conditions, including water scarcity and rising sea levels, labor disputes and shortages, critical supply failure, inaccurate downtime forecast, political disruption and regional conflicts, public health crises, like a regional or global pandemic, and other reasons, which can result in undesirable consequences, including financial losses and damaged relationships with customers. We employ IT systems and networks to support the business and rely on them to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. Although preventative measures may help to mitigate damage, such measures could be costly, and disruptions to our manufacturing facilities or IT infrastructure from system failures, shutdowns, power outages and energy shortages, telecommunication or utility failures, cybersecurity incidents, and other events, including disruptions at our cloud computing, server, systems, and other third party IT service providers, could interfere with our operations, interrupt production and shipments, damage customer and business partner relationships, and negatively impact our reputation. In addition, the insurance we maintain may not be adequate to cover our losses resulting from any business interruption, including those resulting from a natural disaster or other severe weather event, and recurring extreme weather events or other adverse events could reduce the availability or increase the cost of insurance.
Concentrations of credit, counterparty, and market risk, and limitations in our ability to access the capital markets may adversely affect our results of operations and financial condition.
We maintain long-term contractual relationships with many of our customers, suppliers, and other counterparties. While we monitor the financial health of these counterparties, we are exposed to credit and market risks of such counterparties, including those concentrated in the same or similar industries and geographic regions. Changes in political and economic conditions could also lead to concerns about the creditworthiness of counterparties and their ability to pay in the same or similar industry or geography, impacting our ability to renew our long-term contractual arrangements or collect amounts due under these arrangements. Among other factors, geopolitical events, inflation, high interest rates, banking instability, and changes in economic conditions, including an economic downturn or recession, could also result in the credit deterioration or insolvency of a significant counterparty.
Additionally, instability in U.S. and global capital and credit markets, including market disruptions, limited liquidity and interest rate volatility, or reductions in the credit ratings assigned to us by independent rating agencies could reduce our access to capital markets, or increase the cost of funding our short- and long-term credit requirements. In particular, if we are unable to access capital and credit markets on terms that are acceptable to us, or at all, we may not be able to make certain investments or fully execute our business plans and strategies. If we were to raise funding through the issuance of equity securities, our shareowners would experience dilution of their existing ownership interest. If we were to raise significant additional funds by issuing debt, rating agencies could downgrade our credit ratings or put them on negative watch.
We are impacted by stakeholder interest in public company performance, disclosure, and goal-setting with respect to environmental, social, and governance (ESG) matters.
In response to customer, investor, employee, governmental, and other stakeholder interest in our ESG practices, including our procedures, standards, performance metrics, and goals, we have increased reporting of our ESG programs and performance and have established and announced goals and other objectives related to ESG matters. These goal statements reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. Our ability to achieve any goal or objective, including with respect to ESG initiatives, is subject to numerous risks, many of which are outside of our control. Examples of such risks include: (i) the availability and cost of low- or non-carbon-based energy sources and technologies, (ii) evolving regulatory requirements affecting ESG standards or disclosures, (iii) the availability of suppliers that can meet our sustainability and other standards, (iv) our ability to recruit, develop, and retain talent in our labor markets, and (v) the impact of our organic growth and acquisitions or dispositions of businesses or operations. In addition, standards for tracking and reporting on ESG matters have not been harmonized and continue to evolve. Our processes and controls for reporting of ESG matters may not always comply with evolving and disparate standards for identifying, measuring, and reporting ESG metrics, our interpretation of reporting standards may differ from those of others, and such standards may change over time, any of which could result in significant revisions to our performance metrics, goals, or reported progress in achieving such goals. In addition, certain of our products and services are unattractive to certain investors and may cause us to be increasingly subject to ESG-driven investment practices that preclude investment in our debt and equity. On the other hand, some investors have a negative response to ESG practices as a result of anti-ESG sentiment and may choose not to invest in us, or divest in their holdings of us, as a result of our ESG practices and initiatives. Furthermore, there is also an increasing number of state-level anti-ESG initiatives in the U.S. that may conflict with other regulatory requirements, resulting in regulatory uncertainty.
If our ESG practices or business portfolio do not meet evolving investor or other stakeholder expectations and standards, then our reputation, our ability to attract or retain employees, and our attractiveness as an investment, supplier, business partner, or acquiror could be negatively impacted. Our failure or perceived failure to pursue or fulfill our goals, targets, and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could have similar negative impacts and expose us to government enforcement actions and private litigation.
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Global climate change and related regulations and changes in customer demand could negatively affect our operations and our business.
The effects of climate change could create financial risks to our business. For example, the effects of physical impacts of climate change could disrupt our operations by impacting the availability and cost of materials needed for manufacturing, exacerbate existing risks to our supply chain, disrupt our operations, and increase insurance and other operating costs. These factors may impact our decisions to construct new facilities or maintain existing facilities in areas most prone to physical climate risks. We could also face indirect financial risks passed through the supply chain and disruptions that could result in increased prices for our products and the resources needed to produce them.
The growing focus on addressing global climate change has resulted in more regulations designed to reduce GHG emissions and more customer demand for products and services that have a lower carbon footprint or that help businesses and consumers reduce carbon emissions throughout their value chains. These regulations tend to be implemented under global, national and sub-national climate objectives or policies, and target the global warming potential of refrigerants, energy efficiency, and the combustion of fossil fuels. Although we offer and continue to invest in developing solutions that help our customers meet their carbon reduction and sustainability goals, many of our products combust fossil fuels, consume energy, and use refrigerants. Regulations and carbon reduction goals which seek to reduce GHG emissions could reduce demand for such products and present a risk to our business. We may be required to further increase research and development and other capital expenditures in order to develop offerings that meet these new regulations, standards, and customer demands. There can be no assurance that our new product development efforts will be successful, that our products will be accepted by the market, or that economic returns will reflect our investments in new product development.
LEGAL AND REGULATORY RISKS
Our U.S. and non-U.S. tax liabilities are dependent, in part, upon the distribution of income among various jurisdictions in which we operate, as well as changes in tax law or regulation.
Our future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof), potential taxation of digital services, changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, changes in the amount of earnings permanently reinvested offshore, the results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures, and various other governmental enforcement initiatives. Our tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of our future earnings, which could impact the valuation of our deferred tax assets. In addition, our future effective tax rates could be subject to volatility or adversely affected by changes in tax laws, regulations, accounting principles, or interpretations thereof.
The Organisation for Economic Co-operation and Development (OECD)/G20 and other invited countries, developed a global tax framework inclusive of a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion Rules (Pillar Two). On December 15, 2022, the Council of the European Union (EU) formally adopted the OECD’s framework to achieve a coordinated implementation amongst EU Member States consistent with EU law. All aspects of the EU’s Pillar Two Directive were fully effective on January 1, 2025. Other major jurisdictions are actively considering and implementing changes to their tax laws to adopt certain parts of the OECD’s proposals. On January 5, 2026, the OECD announced a new package of administrative guidance under the Pillar Two rules, the “side-by-side” framework allows for additional safe harbors for US multinationals reducing the Pillar Two impact. We have assessed this framework and determined, based upon available guidance, that these changes will not have a material impact to our results of operations. Any future changes in OECD guidance or interpretations, including local country tax legislative changes thereof, could impact our initial assessment; therefore, we will continue to monitor and refine our assessment as further guidance is made available.
Changes in legislation or government regulations or policies can have a significant impact on our results of operations.
The sales and margins of each of our reportable business segments are directly impacted by government regulations, including environmental, safety, performance, and product certification regulations. Within Building Automation and Industrial Automation, the demand for and cost of providing products, services and solutions can be impacted by fire, security, safety, health care, environmental, and energy efficiency standards and regulations. Process Automation and Technology’s results of operations can be impacted by environmental and health standards, regulations, and judicial determinations. Growth in all our businesses within emerging markets may be adversely impacted by the inability to acquire and retain qualified employees where local employment law mandates may be restrictive. Changes in such regulations and government policies could negatively impact us; for instance, noncompliance with legislation and regulations can result in fines and penalties, and compliance with any new regulations or policies may be burdensome and/or require significant expenditures.
Increased focus and evolving views of lawmakers on climate change and other ESG issues could have a long-term impact on our business and result of operations.
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Increased public awareness and concern regarding global climate change and other ESG matters may result in more international, regional, and/or federal regulatory or other stakeholder requirements or expectations that could mandate more restrictive or expansive standards, such as stricter limits on GHG emissions or more prescriptive reporting of ESG metrics, practices, and targets, than the voluntary commitments that the Company has adopted or require such changes on a more accelerated time frame. There continues to be a lack of consistent climate and other ESG legislation, which creates economic and regulatory uncertainty; however, there has been an increasing amount of legislative and regulatory activity, particularly in the European Union, the United Kingdom, and the U.S. In addition, there is also an increasing number of state-level anti-ESG initiatives in the U.S. that may conflict with other regulatory requirements, resulting in regulatory uncertainty. New or revised legal and regulatory requirements could impose significant operational restrictions and compliance requirements upon the Company or its products, and could negatively impact the Company’s business, capital expenditures, results of operations, financial condition, and competitive position.
We cannot predict with certainty the outcome of litigation matters, government proceedings and other contingencies and uncertainties.
We are currently, and may in the future become, subject to lawsuits, fines, investigations, and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, or those of previously-owned entities, including matters relating to commercial transactions, government contracts, product liability, the integration of emerging technologies (such as, but not limited to, artificial intelligence and machine learning), prior acquisitions and divestitures, employment, employee benefits plans, intellectual property, antitrust, anti-corruption, accounting, import and export, and environmental, health, and safety matters. Our potential liabilities are subject to change over time due to new developments, changes in settlement strategy or the impact of evidentiary requirements, and we may become subject to or be required to pay damage awards or settlements that could have a material adverse effect on our results of operations, reputation, cash flows, and financial condition. While we maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover the total amount of all insured claims and liabilities. The incurrence of significant liabilities for which there is no or insufficient insurance coverage could adversely affect our results of operations, cash flows, liquidity, and financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 24, 2023, the Company’s Board of Directors authorized the repurchase of up to $10 billion of the Company’s 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 Company’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 Technologies 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.
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During the three months ended June 30, 2026, no shares were repurchased by the Company. As of June 30, 2026, $679 million remained available under the share repurchase authorization for additional share repurchases. The following table summarizes o ur purchases of Honeywell Technologies’ common stock for the three months ended June 30, 2026:

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

March 29, 2026 - April 25, 2026 — — — $679
April 26, 2026 - May 23, 2026 — — — $679
May 24, 2026 - June 27, 2026 — — — $679

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.
During the three months ended June 30, 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).

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ITEM 6. EXHIBITS

Exhibit No.   Description
2.1+ Separation and Distribution Agreement , dated as of June 29 , 2026, by and between Honeywell International Inc . and Honeywell Aerospace Inc. (incorporated by reference to Exhibit 2.1 to Honeywell Technologies' Form 8-K filed June 29 , 2026)

3.1 Amended and Restated Certificate of Incorporation of Honeywell International Inc., dated June 23, 2025 (incorporated by reference to Exhibit 3.1 to Honeywell Technologies’ Form 8-K filed June 24, 2025)

3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Honeywell International Inc. (incorporated by reference to Exhibit 3.1 to Honeywell Technologies ’ Form 8-K filed June 29, 2026 )

10.1+ Tax Matters Agreement, dated as of June 29 , 2026, by and between Honeywell International Inc. and Honeywell Aerospace Inc. (effective as of June 2 9, 2026) (incorporated by reference to Exhibit 10.1 to Honeywell Technologies' Form 8-K filed June 29 , 2026)

10.2+ Trademark License Agreement, dated as of June 2 5 , 2026, by and between Honeywell International Inc. , Honeywell Aerospace IP Holdings Inc., and Honeywell Aerospace Inc. (incorporated by reference to Exhibit 10. 2 to Honeywell Technologie s ' Form 8-K filed June 29, 2026)

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)

+ 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 SEC upon its request.

Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  HONEYWELL INTERNATIONAL INC.
     
Date: July 23, 2026 By: /s/ Robert D. Mailloux

    Robert D. Mailloux
Vice President and Controller
(on behalf of the Registrant
and as the Registrant’s
Principal Accounting Officer)

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