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HONEYWELL REPORTS FIRST QUARTER RESULTS AND REAFFIRMS 2026 OUTLOOK; ANNOUNCES SALE OF WAREHOUSE AND WORKFLOW SOLUTIONSApril 23, 2026 6:00 AM
PR Newswire (US)
Orders Up 7% Leading to ~$38 Billion BacklogSales of $9.1 Billion, Reported and Organic1 Sales Up 2%Operating Margin of 16.1% and Segment Margin1 of 23.3%Earnings Per Share (EPS) of $1.29, Down (35%) and Adjusted EPS1 of $2.45, Up 11%Honeywell Aerospace Spin-off Planned for Third Quarter (June 29, 2026)CHARLOTTE, N.C., April 23, 2026 /PRNewswire/ -- Honeywell (NASDAQ: HON) today announced results for the first quarter and also announced an agreement to sell its Warehouse and Workflow Solutions (WWS) business in an all-cash transaction to American Industrial Partners. This transaction and the previously announced sale of Productivity Solutions and Services (PSS) are both expected to close in the second half of 2026. The company today also updated the expected timing for the spin-off of Honeywell Aerospace to June 29, 2026, subject to final approval by Honeywell's Board of Directors and other customary conditions.
First-quarter reported and organic1 sales grew 2% driven primarily by pricing actions and new product introductions. Orders grew 7% organically fueled by strong demand in Building and Industrial Automation. As a result, backlog was up 2% sequentially to $38.3 billion.Operating income decreased 14% and segment profit1 increased 6% to $2.1 billion with growth in all four segments. Operating margin contracted 320 basis points to 16.1% due to an impairment charge related to the PSS and WWS assets held for sale, and higher repositioning and divestiture-related costs. Excluding these and other items, segment margin1 expanded 90 basis points to 23.3%, driven by higher pricing and earlier-than-anticipated removal of stranded costs related to the planned spin-off of Honeywell Aerospace, which more than offset higher cost inflation.EPS for the first quarter of $1.29 was down 35% year over year due to charges related to debt restructuring, impairment of assets held for sale, repositioning, and other separation-related items. Excluding these items, adjusted earnings per share1 was up 11% to $2.45 primarily driven by segment profit growth and lower weighted-average share count.Finally, operating cash flow of ($0.7) billion declined year over year due to higher spin-off and separation-related cost payments and a payment for the settlement of Flexjet-related litigation matters. Free cash flow1,4 of $0.1 billion was down year over year primarily due to the timing of collections, stemming partially from the Middle East conflict.Table 1: Summary of Honeywell Financial Results(Dollars in millions, except per share amounts)
1Q 2026
1Q 2025
ChangeSales
$9,143
$8,925
2 %Organic1 Growth
2 %Operating Income
$1,474
$1,721
(14 %)Operating Income Margin
16.1 %
19.3 %
(320 bps)Segment Profit1
$2,129
$2,002
6 %Segment Margin1
23.3 %
22.4 %
90 bpsEarnings Per Share - Continuing Operations
$1.29
$1.97
(35 %)Adjusted Earnings Per Share1
$2.45
$2.21
11 %Cash Flow from Operations - Continuing Operations
($650)
$378
(272 %)Free Cash Flow1,4
$56
$191
(71 %)Management Commentary
"Honeywell delivered a strong start to the year while navigating a challenging geopolitical environment. Orders were up 7% with growth in all segments, pushing backlog to over $38 billion, led by buildings and industrial automation. Through our relentless focus on productivity and execution, we generated 90 basis points of segment margin expansion. This profitable growth, coupled with an acceleration in stranded costs takeout, drove 11% adjusted earnings growth, overcoming the impacts of rising inflation and the disruption in the Middle East. This is a testament to the resiliency of the Honeywell portfolio," said Vimal Kapur, chairman and chief executive officer of Honeywell."This quarter, we took the final steps to conclude our multi-year portfolio transformation with our announcements to sell Productivity Solutions and Services and Warehouse and Workflow Solutions, both of which are expected to close in the second half of 2026. Further, the Honeywell Aerospace spin-off is now expected to be completed in the third quarter on June 29. All of the acquisitions, divestitures, spin-offs and simplification efforts over the last several years have positioned both aerospace and automation for bright futures as independent, leading companies, and we look forward to sharing more at the upcoming investor days in June," Kapur concluded.Table 2: Summary of Segment Financial Results(Dollars in millions) AEROSPACE TECHNOLOGIES
1Q 2026
1Q 2025
ChangeSales
$4,322
$4,172
4 %Organic1 Growth
3 %Segment Profit
$1,144
$1,099
4 %Segment Margin
26.5 %
26.3 %
20 bpsBUILDING AUTOMATION
Sales
$1,882
$1,692
11 %Organic1 Growth
8 %Segment Profit
$496
$440
13 %Segment Margin
26.4 %
26.0 %
40 bpsPROCESS AUTOMATION AND TECHNOLOGY
Sales
$1,513
$1,445
5 %Organic1 Growth
(6 %)Segment Profit
$359
$313
15 %Segment Margin
23.7 %
21.7 %
200 bpsINDUSTRIAL AUTOMATION
Sales
$1,421
$1,597
(11 %)Organic1 Growth
1 %Segment Profit
$241
$230
5 %Segment Margin
17.0 %
14.4 %
260 bpsAerospace Technologies sales for the first quarter grew 3% organically1 year over year. Orders increased 6% compared to the previous year, with a book-to-bill of 1.1x, reflecting the continued elevated demand environment. Electronic solutions delivered strong double-digit growth in the quarter as shipment volumes better aligned to customer build schedules. Temporary mechanical supply chain disruptions pressured output growth across the segment, limiting sales growth in engines and power systems and control systems. Defense and space sales grew 4% driven by expanding global demand amid escalating geopolitical conflict. Commercial original equipment increased 3% as customer order patterns aligned to build schedules. Commercial aftermarket sales grew 3% with ongoing demand strength across the installed base. Segment margin expanded 20 basis points from the prior year to 26.5% as commercial excellence, productivity, and favorable mix were partially offset by cost inflation.Building Automation sales grew 8% organically1 year over year. By business model, building solutions grew 8% driven by strength in services, and building products grew 8% highlighted by double-digit growth in the fire business, particularly in North America. Orders increased 9% led by growth in data center and hospitality verticals. Segment margin expanded 40 basis points to 26.4%, supported by commercial excellence and volume leverage, partially offset by cost inflation.Process Automation and Technology sales decreased 6% organically1 year over year, driven by declines in aftermarket, which was down 10% due to delays in refining catalyst shipments and automation service upgrades. Projects sales were flat organically, as double-digit growth in LNG was offset by delays in process automation. PA&T saw an overall slowdown in activity in the Middle East stemming from the conflict which caused a transitory impact on revenue in the quarter. Despite this, orders were up 3% driven by double-digit growth in process technology. Segment margin expanded 200 basis points to 23.7%, driven primarily by productivity actions, partially offset by cost inflation.Industrial Automation sales grew 1% year over year on an organic1 basis. Solutions grew 7% driven by project timing and aftermarket demand in warehouse and workflow solutions and strong services demand in measurement. Products declined 1% driven by productivity solutions and services, partially offset by continued momentum in sensing. Segment margin expanded 260 basis points year over year to 17.0% driven by commercial excellence and productivity actions, partially offset by cost inflation.Table 3: Full-Year 2026 Guidance1
Previous GuidanceCurrent GuidanceSales$38.8B - $39.8B$38.8B - $39.8BOrganic Growth3% - 6%3% - 6%Segment Margin222.7% - 23.1%22.7% - 23.1%Expansion5Up 20 - 60 bpsUp 20 - 60 bpsAdjusted Earnings Per Share2,3$10.35 - $10.65$10.35 - $10.65Adjusted Earnings Growth36% - 9%6% - 9%Operating Cash Flow$4.7B - $5.0B$4.4B - $4.7BFree Cash Flow4$5.3B - $5.6B$5.3B - $5.6BFree Cash Flow Growth44% - 10%4% - 10%1
See additional information at the end of this release regarding non-GAAP financial measures.2
Segment margin and adjusted EPS are non-GAAP financial measures. Management cannot reliably predict or estimate, without unreasonable effort, the impact and timing on future operating results arising from items excluded from segment margin and adjusted EPS. We therefore, do not present a guidance range, or a reconciliation to, the nearest GAAP financial measures of operating margin or EPS.3
Adjusted EPS and adjusted EPS V% guidance excludes items identified in the non-GAAP reconciliation of adjusted EPS at the end of this release, and any potential future one-time items that we cannot reliably predict or estimate such as pension mark-to-market.4
With respect to historical periods, free cash flow adjusts for capital expenditures, spin-off and separation-related cost payments, Resideo indemnification and reimbursement agreement termination payment, cash payment for settlement of the divestiture of asbestos liabilities, and cash payment for settlement of Flexjet-related litigation matters. With respect to the company's outlook for 2026, free cash flow adjusts for capital expenditures, spin-off and separation-related cost payments, and cash payment for settlement of Flexjet-related litigation matters.5
Segment margin expansion as compared to adjusted segment margin in 2025.2026 Outlook
The company is maintaining its full-year outlook after a strong first quarter despite the uncertainty stemming from the Middle East conflict. We continue to expect full-year sales of $38.8 billion to $39.8 billion with organic1 sales growth of 3% to 6%; segment margin2 in the range of 22.7% to 23.1%, with segment margin2,5 expansion of 20 to 60 basis points year over year; and adjusted earnings per share2,3 in the range of $10.35 to $10.65, up 6% to 9%. Operating cash flow is now expected to be in the range of $4.4 billion to $4.7 billion, while free cash flow1,4 expectations are unchanged at $5.3 billion to $5.6 billion.Sale of Warehouse and Workflow Solutions Business
Honeywell announced today that it has agreed to sell its Warehouse and Workflow Solutions (WWS) business to American Industrial Partners (AIP), an operationally focused private equity firm that invests in quality industrial businesses with strong management teams. The transaction is expected to be completed in the second half of 2026 and is subject to customary closing conditions. Terms of the transaction were not disclosed.This concludes Honeywell's review of strategic alternatives for the WWS business, which operates commercially under the Intelligrated and Transnorm brands. WWS, which generated approximately $935 million in revenue in 2025, is a leading provider of supply chain and warehouse automation projects, services and products – including automated sortation systems, palletizers, conveyors and robotics solutions as well as aftermarket services and software. WWS will build on AIP's existing investment in Trew, creating a complementary and differentiated platform to better serve customers across a wide range of industries.As part of the same strategic review, Honeywell also announced on April 20 that it has agreed to sell its Productivity Solutions and Services business to Brady Corporation.Upcoming Investor Day Details
The company earlier announced dates for its upcoming investor days ahead of the planned separation of Honeywell Aerospace, now expected to be completed in the third quarter on June 29, 2026. Honeywell Aerospace, which will trade on the Nasdaq under the ticker "HONA", will host a live webcast of its inaugural investor conference in Phoenix, Arizona on Wednesday, June 3, 2026. Honeywell will then host a live video webcast of its 2026 investor conference in New York City on Thursday, June 11, 2026 for the automation business. Both events will feature presentations and Q&A panels with the respective management teams. Real-time webcasts of the presentations can be accessed at www.honeywell.com/investor, where related materials will be posted following presentations and a replay of the webcasts will be available for 30 days following the presentations.Conference Call Details
Honeywell will discuss its first-quarter results and full-year 2026 guidance during an investor conference call starting at 8:30 a.m. Eastern Daylight Time today. A live webcast of the investor call as well as related presentation materials will be available through the Investor Relations section of the company's website (www.honeywell.com/investor). A replay of the webcast will be available for 30 days following the presentation.About Honeywell
Honeywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology, that help make the world smarter and safer as well as more secure and sustainable. For more news and information on Honeywell, please visit www.honeywell.com/newsroom.Additional Information
Honeywell uses our Investor Relations website, www.honeywell.com/investor, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.Forward Looking Statements
We describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including statements related to the proposed separation of Honeywell from Honeywell Aerospace and the planned sales of the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses. Forward-looking statements are those that address activities, events, or developments that we or our management intend, expect, project, believe, or anticipate will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control, including Honeywell's current expectations, estimates, and projections regarding the proposed separation of Honeywell from Honeywell Aerospace and the planned sales of the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses. They are not guarantees of future performance, and actual results, developments, and business decisions may differ significantly from those envisaged by our forward-looking statements, including the proposed separation of Honeywell from Honeywell Aerospace and the planned sales of the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses, and the anticipated benefits of each. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, including ongoing conflicts in the Middle East, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K, and our other filings with the Securities and Exchange Commission. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.This release contains financial measures presented on a non-GAAP basis. Honeywell's non-GAAP financial measures used in this release are as follows:Segment profit, on an overall Honeywell basis;Segment profit margin, on an overall Honeywell basis;Organic sales growth;Free cash flow; andAdjusted earnings per share.Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our ongoing operations and in the analysis of ongoing operating trends. These measures should be considered in addition to, and not as replacements for, the most comparable GAAP measure. Certain measures presented on a non-GAAP basis represent the impact of adjusting items net of tax. The tax-effect for adjusting items is determined individually and on a case-by-case basis. Refer to the Appendix attached to this release for reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures.Honeywell International Inc.Consolidated Statement of Operations (Unaudited)(Dollars in millions, except per share amounts)
Three Months Ended
March 31,
2026
2025Product sales$ 5,867
$ 5,807Service sales3,276
3,118Net sales9,143
8,925Costs, expenses and other
Cost of products sold3,863
3,723Cost of services sold1,741
1,740Total Cost of products and services sold5,604
5,463Research and development expenses492
416Selling, general and administrative expenses1,310
1,310Impairment of assets held for sale263
15Loss on debt extinguishment239
—Other (income) expense(7)
(229)Interest and other financial charges356
285Total costs, expenses and other8,257
7,260Income from continuing operations before taxes886
1,665Tax expense91
369Net income from continuing operations795
1,296Net income from discontinued operations—
171Net income795
1,467Less: Net (loss) income attributable to noncontrolling interest(26)
18Net income attributable to Honeywell$ 821
$ 1,449Earnings per share of common stock—basic:
Earnings per share of common stock from continuing operations—basic$ 1.29
$ 1.99Earnings per share of common stock from discontinued operations—basic—
0.25Total earnings per share of common stock—basic$ 1.29
$ 2.24Earnings per share of common stock—assuming dilution:
Earnings per share of common stock from continuing operations—assuming dilution$ 1.29
$ 1.97Earnings per share of common stock from discontinued operations—assuming dilution—
0.25Total earnings per share of common stock—assuming dilution$ 1.29
$ 2.22Weighted average number of shares outstanding - basic634.7
648.2Weighted average number of shares outstanding - assuming dilution638.4
651.7 Honeywell International Inc.Segment Data (Unaudited)(Dollars in millions)
Three Months Ended March 31,Net sales2026
2025Aerospace Technologies$ 4,322
$ 4,172Building Automation1,882
1,692Process Automation and Technology1,513
1,445Industrial Automation1,421
1,597Corporate and All Other5
19Total Net sales$ 9,143
$ 8,925 Reconciliation of Segment Profit to Income Before Taxes
Three Months Ended March 31,Segment profit2026
2025Aerospace Technologies$ 1,144
$ 1,099Building Automation496
440Process Automation and Technology359
313Industrial Automation241
230Corporate and All Other(111)
(80)Total Segment profit2,129
2,002Interest and other financial charges(356)
(285)Interest income190
91Amortization of acquisition-related intangibles2(153)
(135)Impairment of assets held for sale(263)
(15)Stock compensation expense3(57)
(59)Pension ongoing income4164
126Pension mark-to-market expense4—
14Other postretirement income42
4Repositioning and other gains (charges)5,6(68)
(43)Loss on debt extinguishment(239)
—Divestiture-related costs7(314)
(11)Other expense8(49)
(24)Income before taxes$ 886
$ 1,6651
Amounts included in Other (income) expense.2
Amounts included in Cost of products and services sold.3
Amounts included in Selling, general and administrative expenses.4
Amounts included in Cost of products and services sold (service cost component), Selling, general and administrative expenses (service cost component), Research and development expenses (service cost component), and Other (income) expense (non-service cost component).5
Amounts included in Cost of products and services sold, Selling, general and administrative expenses, and Other (income) expense.6
Includes repositioning, asbestos, and environmental gains (expenses).7
Amounts included in Selling, general and administrative expenses and Other (income) expense.8
Amounts include the other components of Selling, general and administrative expenses and Other (income) expense not included within other categories in this reconciliation. Equity income of affiliated companies is included in segment profit. Honeywell International Inc.Consolidated Balance Sheet (Unaudited)(Dollars in millions)
March 31, 2026
December 31, 2025ASSETS
Current assets
Cash and cash equivalents$ 11,977
$ 12,487Short-term investments413
443Accounts receivable, less allowances of $165 and $202, respectively8,062
7,621Inventories6,369
6,162Assets held for sale2,377
2,492Other current assets1,392
1,182Total current assets30,590
30,387Investments and long-term receivables1,414
1,404Property, plant and equipment—net4,664
4,629Goodwill21,079
21,079Other intangible assets—net6,562
6,736Deferred income taxes199
199Other assets9,480
9,247Total assets$ 73,988
$ 73,681LIABILITIES
Current liabilities
Accounts payable$ 6,026
$ 6,315Commercial paper and other short-term borrowings4,630
5,893Current maturities of long-term debt3,099
1,546Accrued liabilities7,112
8,462Liabilities held for sale1,218
1,198Total current liabilities22,085
23,414Long-term debt29,010
27,141Deferred income taxes1,581
1,577Postretirement benefit obligations other than pensions108
111Other liabilities6,537
6,408Shareowners' equity14,667
15,030Total liabilities and shareowners' equity$ 73,988
$ 73,681 Honeywell International Inc.Consolidated Statement of Cash Flows (Unaudited)(Dollars in millions)
Three Months Ended
March 31,
2026
2025Cash flows from operating activities
Net income$ 795
$ 1,467Less: Net income from discontinued operations—
171Net income from continuing operations795
1,296Adjustments to reconcile net income from continuing operations to net cash (used for) provided by operating activities
Depreciation134
126Amortization223
199Gain on sale of non-strategic businesses and assets(6)
(1)Impairment of assets held for sale263
15Loss on debt extinguishment239
—Repositioning and other charges68
43Net payments for repositioning and other charges(63)
(104)Pension and other postretirement income(167)
(144)Pension and other postretirement benefit payments(5)
(5)Stock compensation expense57
59Deferred income taxes(117)
(19)Other33
(221)Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable(447)
(424)Inventories(203)
(147)Other current assets(135)
29Accounts payable(289)
(132)Accrued liabilities(825)
(142)Income taxes(205)
(50)Net cash (used for) provided by operating activities from continuing operations(650)
378Net cash provided by operating activities from discontinued operations—
219Net cash (used for) provided by operating activities(650)
597Cash flows from investing activities
Capital expenditures(223)
(190)Increase in investments(194)
(351)Decrease in investments212
338Receipts (payments) from settlements of derivative contracts85
(125)Cash paid for acquisitions, net of cash acquired(5)
(5)Proceeds from sale of business, net of cash transferred6
—Net cash used for investing activities from continuing operations(119)
(333)Net cash used for investing activities from discontinued operations—
(38)Net cash used for investing activities(119)
(371)Cash flows from financing activities
Proceeds from issuance of commercial paper and other short-term borrowings4,758
4,855Payments of commercial paper and other short-term borrowings(6,018)
(3,413)Proceeds from issuance of common stock170
42Proceeds from issuance of long-term debt—
46Payments of long-term debt(12,605)
(44)Repurchases of common stock(1,000)
(1,902)Cash dividends paid(781)
(732)Pre-separation funding 15,835
—Other(92)
(32)Net cash provided by (used for) financing activities267
(1,180)Effect of foreign exchange rate changes on cash and cash equivalents(8)
44Net decrease in cash and cash equivalents(510)
(910)Cash and cash equivalents at beginning of period12,487
10,567Cash and cash equivalents at end of period$ 11,977
$ 9,657AppendixNon-GAAP Financial MeasuresThe following information provides definitions and reconciliations of certain non-GAAP financial measures presented in this press release to which this reconciliation is attached to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP).Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our ongoing operations and in the analysis of ongoing operating trends. These measures should be considered in addition to, and not as replacements for, the most comparable GAAP measure. Certain measures presented on a non-GAAP basis represent the impact of adjusting items net of tax. The tax-effect for adjusting items is determined individually and on a case-by-case basis. Other companies may calculate these non-GAAP measures differently, limiting the usefulness of these measures for comparative purposes.Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitations of these non-GAAP financial measures are that they exclude significant expenses and income that are required by GAAP to be recognized in the consolidated financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Investors are urged to review the reconciliation of the non-GAAP financial measures to the comparable GAAP financial measures and not to rely on any single financial measure to evaluate Honeywell's business.As indicated herein, certain forward-looking non-GAAP financial measures are not reconciled because management cannot reliably predict or estimate certain items for the reasons specified herein with respect to each non-GAAP financial measure. Honeywell International Inc.Reconciliation of Organic Sales Percent Change(Unaudited)
Three Months Ended
March 31, 2026Honeywell
Reported sales percent change2 %Less: Impact of divestitures to the prior period(3) %Reported sales percent change, adjusted for impact of divestitures5 %Less: Foreign currency translation2 %Less: Acquisitions1 %Less: Other— %Organic sales percent change2 %
Aerospace Technologies
Reported sales percent change4 %Less: Impact of divestitures to the prior period— %Reported sales percent change, adjusted for impact of divestitures4 %Less: Foreign currency translation1 %Less: Acquisitions— %Less: Other— %Organic sales percent change3 %
Building Automation
Reported sales percent change11 %Less: Impact of divestitures to the prior period— %Reported sales percent change, adjusted for impact of divestitures11 %Less: Foreign currency translation3 %Less: Acquisitions— %Less: Other— %Organic sales percent change8 %
Process Automation and Technology
Reported sales percent change5 %Less: Impact of divestitures to the prior period— %Reported sales percent change, adjusted for impact of divestitures5 %Less: Foreign currency translation2 %Less: Acquisitions9 %Less: Other— %Organic sales percent change(6) %
Industrial Automation
Reported sales percent change(11) %Less: Impact of divestitures to the prior period(15) %Reported sales percent change, adjusted for impact of divestitures4 %Less: Foreign currency translation3 %Less: Acquisitions— %Less: Other— %Organic sales percent change1 %We define organic sales percentage as the year-over-year change in reported sales relative to the comparable period, 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 measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.A quantitative reconciliation of reported sales percent change to organic sales percent change has not been provided for the forward-looking measure of organic sales percent change because management cannot reliably predict or estimate, without unreasonable effort, the fluctuations in global currency markets that impact foreign currency translation, nor is it reasonable for management to predict the timing, occurrence and impact of acquisition and divestiture transactions, all of which could significantly impact our reported sales percent change.Honeywell International Inc.Reconciliation of Net Sales to Adjusted Net Sales (Unaudited)(Dollars in millions)
Twelve Months Ended
December 31, 2025Honeywell
Net sales $ 37,442Flexjet-related litigation matters1312Adjusted net sales$ 37,7541
For the twelve months ended December 31, 2025, reflects a $312 million impact to sales due to contra revenue accounting as a result of the settlement of the Flexjet-related litigation matters.We define adjusted net sales as net sales less the sales impact of the Flexjet-related litigation matters. Management considers the nature and significance of these litigation matters to be unusual and not indicative of the Company's ongoing performance. We believe this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.Honeywell International Inc.Reconciliation of Operating Income to Segment Profit and Adjusted Segment Profit,
Calculation of Operating Income, Segment Profit, and Adjusted Segment Profit Margins (Unaudited)(Dollars in millions)
Three Months Ended March 31,
Twelve Months
Ended
December 31,
2026
2025
2025Operating income$ 1,474
$ 1,721
$ 5,573Stock compensation expense157
59
196Repositioning, Other2,384
59
675Pension and other postretirement service costs417
13
73Amortization of acquisition-related intangibles5153
135
570Acquisition-related costs6—
—
2Divestiture-related costs175
—
—ERP implementation costs16
—
—Indefinite-lived intangible asset impairment1—
—
44Impairment of goodwill—
—
724Impairment of assets held for sale263
15
270Segment profit$ 2,129
$ 2,002
$ 8,127Flexjet-related litigation matters7—
—
373Adjusted segment profit$ 2,129
$ 2,002
$ 8,500
Operating income$ 1,474
$ 1,721
$ 5,573÷ Net sales9,143
8,925
37,442Operating income margin %16.1 %
19.3 %
14.9 %Segment profit$ 2,129
$ 2,002
$ 8,127÷ Net sales9,143
8,925
37,442Segment profit margin %23.3 %
22.4 %
21.7 %Adjusted segment profit$ 2,129
$ 2,002
$ 8,500÷ Adjusted net sales9,143
8,925
37,754Adjusted segment profit margin %23.3 %
22.4 %
22.5 %1
Included in Selling, general and administrative expenses.2
Includes repositioning, asbestos, environmental expenses, equity income adjustment, and other charges.3
Included in Cost of products and services sold and Selling, general and administrative expenses.4
Included in Cost of products and services sold, Research and development expenses, and Selling, general and administrative expenses.5
Included in Cost of products and services sold.6
Included in Cost of products and services sold. Includes acquisition-related fair value adjustments to inventory.7
For the twelve months ended December 31, 2025, reflects a $373 million impact to segment profit as a result of the settlement of the Flexjet-related litigation matters.We define operating income as net sales less total cost of products and services sold, research and development expenses, selling, general and administrative expenses, impairment of goodwill, and impairment of assets held for sale. We define segment profit, on an overall Honeywell basis, as operating income, excluding stock compensation expense, pension and other postretirement service costs, amortization of acquisition-related intangibles, certain acquisition- and divestiture-related costs and impairments, and repositioning and other charges. We define adjusted segment profit, on an overall Honeywell basis, as segment profit excluding the segment profit impact of the Flexjet-related litigation matters. We define segment profit margin, on an overall Honeywell basis, as segment profit divided by net sales. We define adjusted segment profit margin, on an overall Honeywell basis, as adjusted segment profit divided by adjusted net sales. We believe these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.A quantitative reconciliation of operating income to segment profit, on an overall Honeywell basis, has not been provided for all forward-looking measures of segment profit and segment profit margin included herein. Management cannot reliably predict or estimate, without unreasonable effort, the impact and timing on future operating results arising from items excluded from segment profit, particularly pension mark-to-market expense as it is dependent on macroeconomic factors, such as interest rates and the return generated on invested pension plan assets. The information that is unavailable to provide a quantitative reconciliation could have a significant impact on our reported financial results. To the extent quantitative information becomes available without unreasonable effort in the future, and closer to the period to which the forward-looking measures pertain, a reconciliation of operating income to segment profit will be included within future filings.Acquisition amortization and acquisition- and divestiture-related costs are significantly impacted by the timing, size, and number of acquisitions or divestitures we complete and are not on a predictable cycle and we make no comment as to when or whether any future acquisitions or divestitures may occur. We believe excluding these costs provides investors with a more meaningful comparison of operating performance over time and with both acquisitive and other peer companies.Honeywell International Inc.Reconciliation of Earnings per Share to Adjusted Earnings per Share(Unaudited)
Three Months Ended
March 31,
Twelve Months Ended
December 31,
2026
2025
2025
2026(E)Earnings per share of common stock from continuing operations - diluted1$ 1.29
$ 1.97
$ 6.94
$8.88 - $9.18Pension mark-to-market expense2—
0.02
0.19
No ForecastAmortization of acquisition-related intangibles30.19
0.15
0.67
0.75Acquisition-related costs4—
0.01
0.05
0.05Divestiture-related costs50.31
0.04
0.72
No ForecastDebt restructuring costs60.35
—
—
0.35ERP implementation costs70.01
—
—
0.02Impairment of assets held for sale80.31
0.02
0.32
0.31Indefinite-lived intangible asset impairment9—
—
0.07
—Impairment of goodwill10—
—
1.13
—(Gain) loss on sale of business11(0.01)
—
0.04
(0.01)Gain related to Resideo indemnification and reimbursement agreement termination12—
—
(1.25)
—Adjustment to estimated future environmental liabilities13—
—
0.25
—Loss on settlement of divestiture of asbestos liabilities14—
—
0.17
—Flexjet-related litigation matters15—
—
0.48
—Adjusted earnings per share of common stock from continuing operations - diluted$ 2.45
$ 2.21
$ 9.78
$10.35 - $10.651
For the three months ended March 31, 2026 and 2025, adjusted earnings per share utilizes weighted average shares of 638.4 million and 651.7 million, respectively. For the twelve months ended December 31, 2025, adjusted earnings per share utilizes weighted average shares of 642.8 million. For the twelve months ended December 31, 2026, expected earnings per share utilizes weighted average shares of approximately 639 million.2
For the three months ended March 31, 2025, pension mark-to-market expense was $10 million, net of tax benefit of $4 million. For the twelve months ended December 31, 2025, pension mark-to-market was $123 million, net of tax benefit of $40 million.3
For the three months ended March 31, 2026 and 2025, acquisition-related intangibles amortization includes $117 million and $102 million, net of tax benefit of $36 million and $33 million, respectively. For the twelve months ended December 31, 2025, acquisition-related intangibles amortization includes $432 million, net of tax benefit of $138 million. For the twelve months ended December 31, 2026, the expected adjustment for acquisition-related intangibles amortization includes approximately $480 million, net of tax benefit of approximately $115 million.4
For the three months ended March 31, 2026 and 2025, the adjustment for acquisition-related costs, which is principally comprised of third-party transaction and integration costs was $2 million, net of tax benefit of $1 million, and $6 million, net of tax benefit of $2 million, respectively. For the twelve months ended December 31, 2025, the adjustment for acquisition-related costs, which is principally comprised of third-party transaction and integration costs and acquisition-related fair value adjustments to inventory, was $35 million, net of tax benefit of $10 million. For the twelve months ended December 31, 2026, the expected adjustment for acquisition-related costs, which is principally comprised of third-party transaction and integration costs, is approximately $35 million, net of tax benefit of approximately $10 million.5
For the three months ended March 31, 2026 and 2025, the adjustment for divestiture-related costs, which is principally comprised of third-party transaction and separation costs, was $204 million and $23 million, net of tax benefit of $149 million and tax expense of $12 million, respectively. For the twelve months ended December 31, 2025, the adjustment for divestiture-related costs, which is principally comprised of third-party transaction costs, was $460 million, net of tax benefit of $61 million.6
For the three months ended March 31, 2026, the adjustment for debt restructuring costs was $226 million, net of tax benefit of $70 million. For the twelve months ended December 31, 2026, the expected adjustment for debt restructuring costs is $226 million, net of tax benefit of $70 million.7
For the three months ended March 31, 2026, the adjustment for ERP implementation costs was $5 million, net of tax benefit of $1 million. For the twelve months ended December 31, 2026, the expected adjustment for ERP implementation costs is approximately $15 million, net of tax benefit of approximately $5 million. 8
For the three months ended March 31, 2026 and 2025, the impairment charge of assets held for sale was $200 million, net of tax benefit of $63 million, and $15 million, without tax benefit, respectively. For the twelve months ended December 31, 2025, the impairment charge of assets held for sale was $209 million, net of tax benefit of $61 million. For the twelve months ended December 31, 2026, the expected impairment charge of assets held for sale is $200 million, net of tax benefit of $63 million.9
For the twelve months ended December 31, 2025, the impairment charge of indefinite-lived intangible assets associated with the Industrial Automation reportable segment was $44 million, without tax benefit.10
For the twelve months ended December 31, 2025, the impairment charge of goodwill associated with the Industrial Automation reportable segment was $724 million, without tax benefit.11
For the three months ended March 31, 2026, the gain on sale of personal protection equipment business was $5 million, net of tax expense of $1 million. For the twelve months ended December 31, 2025, the adjustment for loss on sale of the personal protective equipment business was $28 million, net of tax benefit of $2 million. For the twelve months ended December 31, 2026, the expected gain on sale of personal protection equipment business is $5 million, net of tax expense of $1 million.12
For the twelve months ended December 31, 2025, the gain related to the Resideo indemnification and reimbursement agreement termination was $802 million, without tax expense.13
In the twelve months ended December 31, 2025, the Company enhanced its process for estimating environmental liabilities at sites undergoing active remediation, which led to earlier recognition of the estimated probable liabilities and an increase to estimated environmental liabilities. For the twelve months ended December 31, 2025, the adjustment to increase environmental liabilities was $161 million, net of tax benefit of $50 million.14
For the twelve months ended December 31, 2025, the adjustment for loss on settlement of divestiture of asbestos liabilities was $112 million, net of tax benefit of $36 million.15
For the twelve months ended December 31, 2025, the adjustment for the Flexjet-related litigation matters was $302 million, net of tax benefit of $71 million. Management considers the nature and significance of these litigation matters to be unusual and not indicative of the Company's ongoing performance.We define adjusted earnings per share as diluted earnings per share from continuing operations adjusted to exclude various charges as listed above. We believe adjusted earnings per share is a measure that is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends. For forward-looking information, management cannot reliably predict or estimate, without unreasonable effort, the pension mark-to-market expense or the divestiture-related costs. The pension mark-to-market expense is dependent on macroeconomic factors, such as interest rates and the return generated on invested pension plan assets. The divestiture-related costs are subject to detailed development and execution of separation restructuring plans for the announced separation of Honeywell from Honeywell Aerospace. We therefore do not include an estimate for the pension mark-to-market expense or divestiture-related costs. Based on economic and industry conditions, future developments, and other relevant factors, these assumptions are subject to change.Acquisition amortization and acquisition- and divestiture-related costs are significantly impacted by the timing, size, and number of acquisitions or divestitures we complete and are not on a predictable cycle and we make no comment as to when or whether any future acquisitions or divestitures may occur. We believe excluding these costs provides investors with a more meaningful comparison of operating performance over time and with both acquisitive and other peer companies.Honeywell International Inc.Reconciliation of Cash Provided by Operating Activities to Free Cash Flow(Unaudited)(Dollars in millions)
Three Months
Ended
March 31, 2026
Three Months
Ended
March 31, 2025
Twelve Months
Ended
December 31, 2025Cash provided by operating activities from continuing operations$ (650)
$ 378
$ 6,075Capital expenditures(223)
(190)
(986)Spin-off and separation-related cost payments552
3
116Resideo indemnification and reimbursement agreement termination payment—
—
(1,590)Settlement of divestiture of asbestos liabilities—
—
1,428Settlement of Flexjet-related litigation matters377
—
59Free cash flow$ 56
$ 191
$ 5,102We define free cash flow as cash provided by operating activities from continuing operations less cash for capital expenditures and excluding spin-off and separation-related cost payments, the Resideo indemnification and reimbursement agreement termination payment, cash payment for settlement of divestiture of asbestos liabilities, and the cash payment for settlement of Flexjet-related litigation matters.We believe that free cash flow is a non-GAAP measure that is useful to investors and management as a measure of cash generated by operations that will be used to repay scheduled debt maturities and can be used to invest in future growth through new business development activities or acquisitions, pay dividends, repurchase stock, or repay debt obligations prior to their maturities. This measure can also be used to evaluate our ability to generate cash flow from operations and the impact that this cash flow has on our liquidity.Honeywell International Inc.Reconciliation of Expected Cash Provided by Operating Activities to Expected Free Cash Flow(Unaudited)(Dollars in billions)
Twelve Months Ended
December 31, 2026(E)Cash provided by operating activities from continuing operations~$4.4 - $4.7Capital expenditures~(1.3)Spin-off and separation-related cost payments~1.8Settlement of Flexjet-related litigation matters~0.4Free cash flow~$5.3 - $5.6We define free cash flow as cash provided by operating activities from continuing operations less cash for capital expenditures and excluding spin-off and separation-related cost payments, the Resideo indemnification and reimbursement agreement termination payment, the cash payment for settlement of divestiture of asbestos liabilities, and the cash payment for settlement of Flexjet-related litigation matters.We believe that free cash flow is a non-GAAP measure that is useful to investors and management as a measure of cash generated by operations that will be used to repay scheduled debt maturities and can be used to invest in future growth through new business development activities or acquisitions, pay dividends, repurchase stock, or repay debt obligations prior to their maturities. This measure can also be used to evaluate our ability to generate cash flow from operations and the impact that this cash flow has on our liquidity.Contacts:
MediaInvestor RelationsStacey JonesMark Macaluso(980) 378-6258(704) 627-6118stacey.jones@honeywell.commark.macaluso@honeywell.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/honeywell-reports-first-quarter-results-and-reaffirms-2026-outlook-announces-sale-of-warehouse-and-workflow-solutions-302751131.htmlSOURCE Honeywell
Original: HONEYWELL REPORTS FIRST QUARTER RESULTS AND REAFFIRMS 2026 OUTLOOK; ANNOUNCES SALE OF WAREHOUSE AND WORKFLOW SOLUTIONS
US Market News
2月前
AI-Driven Compliance Gamechanger in Pharma Manufacturing and Regulatory Standards AI-Driven Compliance Gamechanger in Pharma Manufacturing and Regulatory StandardsApril 7, 2026 9:19 AM
InvestorsHub NewsWireAI-Driven Compliance Gamechanger in Pharma Manufacturing and Regulatory Standards AINewsWire Editorial Coverage: As regulatory expectations intensify and manufacturing complexity grows, pharmaceutical companies are moving beyond traditional quality systems toward a new paradigm: embedding artificial intelligence ("AI") directly into operations as a real-time compliance layer. Rather than relying on retrospective audits and manual oversight, AI-driven systems now continuously monitor, validate and optimize production processes to align with evolving Good Manufacturing Practice ("GMP") standards. This structural shift is increasingly visible across the industry and aligns with companies such as Oncotelic Therapeutics Inc. (OTCQB: OTLC) (Profile), which operate at the intersection of life sciences and advanced digital technologies, reflecting the broader movement toward intelligent, automated compliance frameworks. With its focus on AI, Oncotelic joins other AI-focused entities, including NVIDIA Corp. (NASDAQ: NVDA), Amazon.com Inc. (NASDAQ: AMZN), Honeywell International Inc. (NASDAQ: HON) and Omnicell Inc. (NASDAQ: OMCL), that are leading out in the space.Increasingly, pharmaceutical manufacturers are transitioning to continuous monitoring systems powered by AI, where compliance is assessed in real time throughout the production lifecycle rather than after the fact.Regulatory agencies worldwide are tightening expectations around data integrity, traceability and human-error reduction.The concept of Pharma 4.0 represents a fundamental transformation in how pharmaceutical products are developed and manufactured.The challenges of bringing a new drug to market highlight the need for more reliable, data-driven systems, with AI-enabled automation offering a pathway to reduce variability, improve process reliability and mitigate costly disruptions.A broader transformation is underway as AI, robotics and biotechnology converge to create next-generation pharmaceutical infrastructure.Click here to view the custom infographic of the Oncotelic Therapeutics editorial.Real-Time Compliance Through Embedded IntelligenceThe pharmaceutical industry has historically relied on end-of-batch testing and manual documentation to ensure compliance. While effective in earlier manufacturing models, this approach introduces delays and leaves room for human error. Increasingly, manufacturers are transitioning to continuous monitoring systems powered by AI, where compliance is assessed in real time throughout the production lifecycle rather than after the fact.This evolution aligns with the U.S. Food and Drug Administration ("FDA")'s push toward advanced manufacturing and continuous production systems. The agency's Emerging Technology Program and Advanced Manufacturing Technologies initiatives encourage adoption of innovative technologies that can improve manufacturing reliability and robustness, enhance product quality, and reduce the risk of failures and supply disruptions. These initiatives reinforce the importance of shifting from reactive to proactive compliance models.AI systems enable this transition by continuously analyzing production data streams, including temperature, pressure and material consistency, to detect anomalies in real time. Instead of waiting for deviations to surface during audits, these systems flag issues immediately, enabling corrective action before quality is compromised. This capability supports "real-time release testing," an approach that allows products to be approved based on live process data rather than post-production testing.As this model gains traction, companies such as Oncotelic Therapeutics are positioned within a broader ecosystem that increasingly values embedded intelligence as a compliance enabler. Their alignment with AI-driven platforms reflects a growing recognition that compliance is no longer a checkpoint; rather, it is a continuously operating layer integrated into every stage of development and manufacturing.Regulatory Scrutiny Driving Automation AdoptionRegulatory agencies worldwide are tightening expectations around data integrity, traceability and human-error reduction. The European Medicines Agency has issued detailed guidance on computerized systems and data integrity, emphasizing the need for secure, attributable and contemporaneous data records. Similarly, FDA guidelines stress adherence to ALCOA+ principles, ensuring data is attributable, legible, contemporaneous, original and accurate.These heightened expectations are accelerating the shift toward automation. Manual processes, once standard in pharmaceutical environments, are increasingly viewed as risk factors due to their susceptibility to variability and documentation errors. According to International Society for Pharmaceutical Engineering, digital transformation initiatives are central to improving compliance outcomes and reducing operational risk within modern pharmaceutical systems.Automation technologies, particularly those enhanced by AI, provide a solution by standardizing processes and ensuring consistent data capture. These systems create audit-ready records automatically, reducing the burden on human operators while improving accuracy and transparency. In sterile manufacturing environments, where contamination risks are high, automation also reduces human intervention, further strengthening compliance.In this context, Oncotelic Therapeutics reflects a broader strategic alignment with regulatory-driven innovation. As the industry increasingly prioritizes automation and data integrity, companies engaged with AI-enabled platforms are positioned to adapt more efficiently to evolving compliance requirements.Pharma 4.0 and Intelligent Manufacturing EvolutionThe concept of Pharma 4.0 represents a fundamental transformation in how pharmaceutical products are developed and manufactured. Inspired by Industry 4.0 principles, this framework integrates digital technologies, including AI, robotics and advanced analytics, into fully connected production ecosystems. According to McKinsey & Company, the adoption of AI, advanced analytics and digital manufacturing technologies is transforming biopharma operations by improving productivity, enhancing quality, and enabling more agile, data-driven decision-making across the value chainIn these environments, manufacturing systems are interconnected, allowing data to flow seamlessly across equipment, quality systems and supply chains. AI algorithms analyze this data to optimize processes, predict maintenance needs and ensure compliance in real time. This level of integration enhances traceability, enabling manufacturers to track every aspect of production with unprecedented precision.Major pharmaceutical companies are already implementing these systems. Pfizer Inc. has advanced digital manufacturing initiatives, leveraging AI and data-driven technologies to transform production processes and improve operational performance. Meanwhile, Johnson & Johnson is investing in AI-driven systems to enhance operational efficiency and data-driven decision-making across its healthcare and development platforms, and Novartis AG is applying machine learning and advanced analytics to develop smart manufacturing processes and integrate AI into its production operations. These efforts underscore a broader industry commitment to intelligent manufacturing as a pathway to compliance and efficiency.Within this evolving landscape, Oncotelic Therapeutics is among a new class of companies that are leveraging the convergence of biotechnology and digital innovation. As Pharma 4.0 adoption accelerates, organizations aligned with AI-enabled infrastructure are increasingly positioned to participate in scalable, data-driven manufacturing ecosystems.Lowering Costs, Mitigating Development RisksThe cost of bringing a new drug to market remains extraordinarily high, often exceeding several billion dollars and requiring more than a decade of development. A significant portion of these costs is driven by high failure rates, increasing process complexity and operational inefficiencies across the development and manufacturing lifecycle. These challenges highlight the need for more reliable, data-driven systems, with AI-enabled automation offering a pathway to reduce variability, improve process reliability and mitigate costly disruptions.According to Deloitte, digital transformation in life sciences manufacturing can enhance operational efficiency and reduce costs by streamlining processes, improving productivity, and minimizing errors across production systems. AI-enabled systems can also analyze real-time and historical production data to predict potential issues, allowing manufacturers to intervene early and avoid costly disruptions.Additionally, continuous manufacturing, often supported by AI and advanced process controls, reduces reliance on large-batch production by enabling continuous processing and real-time monitoring. This approach can lower inventory requirements, improve efficiency and accelerate time-to-market. The U.S. Food and Drug Administration has actively encouraged the adoption of continuous manufacturing, noting that it can improve product quality and reliability, reduce costs and inventory, and provide a more efficient and flexible alternative to traditional batch methodsThe ability to reduce risk while improving efficiency creates a strong value proposition for companies operating at the intersection of AI and biotechnology. Within this broader trend, Oncotelic Therapeutics and others reflects the growing importance of platforms capable of supporting intelligent automation and compliance, particularly as the industry seeks to control costs in an increasingly capital-constrained environment.AI, Robotics and Biotech ConvergeA broader transformation is underway as AI, robotics and biotechnology converge to create next-generation pharmaceutical infrastructure. In modern facilities, robotic systems are widely used to automate complex tasks such as aseptic filling, material handling and inspection processes, reducing human intervention and contamination risk while improving precision and efficiency. At the same time, AI-enabled systems are increasingly integrated into these environments, using real-time data and advanced analytics to monitor operations, detect anomalies and optimize performance, supporting continuous compliance and quality control.This convergence is particularly evident in sterile manufacturing environments, where minimizing human intervention is critical. Robotics reduce contamination risks, while AI systems monitor environmental conditions and process parameters in real time. Together, these technologies create a closed-loop system that supports continuous compliance and operational excellence.Market data reinforces the scale of this transition. The global pharmaceutical manufacturing market is valued in the hundreds of billions of dollars and is projected to approach $1 trillion in the coming years, with increasing investment directed toward automation, digital infrastructure and AI-enabled manufacturing systems designed to enhance efficiency and regulatory compliance. This shift reflects a broader structural reallocation of capital toward technologies that improve scalability, operational precision and compliance across pharmaceutical production environments.As these trends accelerate, companies aligned with AI-driven platforms stand to benefit from long-term growth and margin expansion. Positioned within this evolving ecosystem, Oncotelic Therapeutics exemplifies the type of organization that could participate in this transformation, where intelligent automation, embedded compliance and digital integration redefine how pharmaceutical products are developed and manufactured.AI Infrastructure Race Gains MomentumThe artificial intelligence landscape is rapidly evolving as major industry players accelerate partnerships and investments in infrastructure, performance and real-world applications. Recent developments reflect how AI is becoming more deeply embedded across industries ranging from data centers to healthcare and security systems.NVIDIA Corp. (NASDAQ: NVDA) has announced a strategic partnership with Marvell Technology Inc. The collaboration is designed to connect Marvell to the NVIDIA AI factory and AI-RAN ecosystem through NVIDIA NVLink Fusion(TM), offering customers building on NVIDIA architectures greater choice and flexibility in developing next-generation infrastructure. The companies will also collaborate on silicon photonics technology. In addition, NVIDIA has invested $2 billion in Marvell.Amazon.com Inc. (NASDAQ: AMZN) is partnering with Cerebras to set a new standard for AI inference speed and performance in the cloud. The two companies will work together to deliver the fastest AI inference solutions available for generative AI applications and large language model ("LLM") workloads. The solution, to be deployed on Amazon Bedrock in AWS data centers, combines AWS Trainium-powered servers, Cerebras CS-3 systems and Elastic Fabric Adapter ("EFA") networking. Later this year, AWS will also offer leading open-source LLMs and Amazon Nova using Cerebras hardware.Honeywell International Inc. (NASDAQ: HON) and Rhombus have introduced an AI-Driven, cloud video and access solution to modernize building security. The collaboration between the two companies will expand the Rhombus cloud-connected security and access solutions portfolio with new, AI-powered video solutions. This furthers Honeywell's effort to accelerate and modernize how customers approach building security, which began in 2024 with the acquisition of LenelS2. Together, Honeywell and Rhombus will deliver integrated access control and video management in a single cloud solution that is easy to deploy, scale and manage.Omnicell Inc. (NASDAQ: OMCL) has launched the Omnicell Titan XT, a transformational, enterprise version of automated dispensing systems ("ADS"). Designed to unify proven automation and powerful intelligence, Titan XT will deliver an enhanced and more efficient medication management experience to support a growing health system. According to the company, Titan XT offers an intuitive user experience through proven automation powered by OmniSphere, the company's cloud-based, HITRUST-certified medication management platform.These advancements underscore a broader shift toward scalable, high-performance AI ecosystems designed to power next-generation applications. As partnerships deepen and innovation spans both digital and physical environments, the trajectory of AI points toward faster, more efficient and more accessible intelligence, reshaping how organizations deploy technology and unlocking new capabilities across global industries.For more information about Oncotelic Therapeutics Inc., please visit the Oncotelic Therapeutics profile. About AINewsWireAINewsWire (AINW) is a specialized communications platform with a focus on the latest advancements in artificial intelligence ("AI"), including the technologies, trends and trailblazers driving innovation forward. 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Editor@AINewsWire.comAINewsWire is powered by IBNAI-Driven Compliance Gamechanger in Pharma Manufacturing and Regulatory Standards AINewsWire Editorial Coverage: As regulatory expectations intensify and manufacturing complexity grows, pharmaceutical companies are moving beyond traditional quality systems toward a new paradigm: embedding artificial intelligence ("AI") directly into operations as a real-time compliance layer. Rather than relying on retrospective audits and manual oversight, AI-driven systems now continuously monitor, validate and optimize production processes to align with evolving Good Manufacturing Practice ("GMP") standards. This structural shift is increasingly visible across the industry and aligns with companies such as Oncotelic Therapeutics Inc. (OTCQB: OTLC) (Profile), which operate at the intersection of life sciences and advanced digital technologies, reflecting the broader movement toward intelligent, automated compliance frameworks. With its focus on AI, Oncotelic joins other AI-focused entities, including NVIDIA Corp. (NASDAQ: NVDA), Amazon.com Inc. (NASDAQ: AMZN), Honeywell International Inc. (NASDAQ: HON) and Omnicell Inc. (NASDAQ: OMCL), that are leading out in the space.Increasingly, pharmaceutical manufacturers are transitioning to continuous monitoring systems powered by AI, where compliance is assessed in real time throughout the production lifecycle rather than after the fact.Regulatory agencies worldwide are tightening expectations around data integrity, traceability and human-error reduction.The concept of Pharma 4.0 represents a fundamental transformation in how pharmaceutical products are developed and manufactured.The challenges of bringing a new drug to market highlight the need for more reliable, data-driven systems, with AI-enabled automation offering a pathway to reduce variability, improve process reliability and mitigate costly disruptions.A broader transformation is underway as AI, robotics and biotechnology converge to create next-generation pharmaceutical infrastructure.Click here to view the custom infographic of the Oncotelic Therapeutics editorial.Real-Time Compliance Through Embedded IntelligenceThe pharmaceutical industry has historically relied on end-of-batch testing and manual documentation to ensure compliance. While effective in earlier manufacturing models, this approach introduces delays and leaves room for human error. Increasingly, manufacturers are transitioning to continuous monitoring systems powered by AI, where compliance is assessed in real time throughout the production lifecycle rather than after the fact.This evolution aligns with the U.S. Food and Drug Administration ("FDA")'s push toward advanced manufacturing and continuous production systems. The agency's Emerging Technology Program and Advanced Manufacturing Technologies initiatives encourage adoption of innovative technologies that can improve manufacturing reliability and robustness, enhance product quality, and reduce the risk of failures and supply disruptions. These initiatives reinforce the importance of shifting from reactive to proactive compliance models.AI systems enable this transition by continuously analyzing production data streams, including temperature, pressure and material consistency, to detect anomalies in real time. Instead of waiting for deviations to surface during audits, these systems flag issues immediately, enabling corrective action before quality is compromised. This capability supports "real-time release testing," an approach that allows products to be approved based on live process data rather than post-production testing.As this model gains traction, companies such as Oncotelic Therapeutics are positioned within a broader ecosystem that increasingly values embedded intelligence as a compliance enabler. Their alignment with AI-driven platforms reflects a growing recognition that compliance is no longer a checkpoint; rather, it is a continuously operating layer integrated into every stage of development and manufacturing.Regulatory Scrutiny Driving Automation AdoptionRegulatory agencies worldwide are tightening expectations around data integrity, traceability and human-error reduction. The European Medicines Agency has issued detailed guidance on computerized systems and data integrity, emphasizing the need for secure, attributable and contemporaneous data records. Similarly, FDA guidelines stress adherence to ALCOA+ principles, ensuring data is attributable, legible, contemporaneous, original and accurate.These heightened expectations are accelerating the shift toward automation. Manual processes, once standard in pharmaceutical environments, are increasingly viewed as risk factors due to their susceptibility to variability and documentation errors. According to International Society for Pharmaceutical Engineering, digital transformation initiatives are central to improving compliance outcomes and reducing operational risk within modern pharmaceutical systems.Automation technologies, particularly those enhanced by AI, provide a solution by standardizing processes and ensuring consistent data capture. These systems create audit-ready records automatically, reducing the burden on human operators while improving accuracy and transparency. In sterile manufacturing environments, where contamination risks are high, automation also reduces human intervention, further strengthening compliance.In this context, Oncotelic Therapeutics reflects a broader strategic alignment with regulatory-driven innovation. As the industry increasingly prioritizes automation and data integrity, companies engaged with AI-enabled platforms are positioned to adapt more efficiently to evolving compliance requirements.Pharma 4.0 and Intelligent Manufacturing EvolutionThe concept of Pharma 4.0 represents a fundamental transformation in how pharmaceutical products are developed and manufactured. Inspired by Industry 4.0 principles, this framework integrates digital technologies, including AI, robotics and advanced analytics, into fully connected production ecosystems. According to McKinsey & Company, the adoption of AI, advanced analytics and digital manufacturing technologies is transforming biopharma operations by improving productivity, enhancing quality, and enabling more agile, data-driven decision-making across the value chainIn these environments, manufacturing systems are interconnected, allowing data to flow seamlessly across equipment, quality systems and supply chains. AI algorithms analyze this data to optimize processes, predict maintenance needs and ensure compliance in real time. This level of integration enhances traceability, enabling manufacturers to track every aspect of production with unprecedented precision.Major pharmaceutical companies are already implementing these systems. Pfizer Inc. has advanced digital manufacturing initiatives, leveraging AI and data-driven technologies to transform production processes and improve operational performance. Meanwhile, Johnson & Johnson is investing in AI-driven systems to enhance operational efficiency and data-driven decision-making across its healthcare and development platforms, and Novartis AG is applying machine learning and advanced analytics to develop smart manufacturing processes and integrate AI into its production operations. These efforts underscore a broader industry commitment to intelligent manufacturing as a pathway to compliance and efficiency.Within this evolving landscape, Oncotelic Therapeutics is among a new class of companies that are leveraging the convergence of biotechnology and digital innovation. As Pharma 4.0 adoption accelerates, organizations aligned with AI-enabled infrastructure are increasingly positioned to participate in scalable, data-driven manufacturing ecosystems.Lowering Costs, Mitigating Development RisksThe cost of bringing a new drug to market remains extraordinarily high, often exceeding several billion dollars and requiring more than a decade of development. A significant portion of these costs is driven by high failure rates, increasing process complexity and operational inefficiencies across the development and manufacturing lifecycle. These challenges highlight the need for more reliable, data-driven systems, with AI-enabled automation offering a pathway to reduce variability, improve process reliability and mitigate costly disruptions.According to Deloitte, digital transformation in life sciences manufacturing can enhance operational efficiency and reduce costs by streamlining processes, improving productivity, and minimizing errors across production systems. AI-enabled systems can also analyze real-time and historical production data to predict potential issues, allowing manufacturers to intervene early and avoid costly disruptions.Additionally, continuous manufacturing, often supported by AI and advanced process controls, reduces reliance on large-batch production by enabling continuous processing and real-time monitoring. This approach can lower inventory requirements, improve efficiency and accelerate time-to-market. The U.S. Food and Drug Administration has actively encouraged the adoption of continuous manufacturing, noting that it can improve product quality and reliability, reduce costs and inventory, and provide a more efficient and flexible alternative to traditional batch methodsThe ability to reduce risk while improving efficiency creates a strong value proposition for companies operating at the intersection of AI and biotechnology. Within this broader trend, Oncotelic Therapeutics and others reflects the growing importance of platforms capable of supporting intelligent automation and compliance, particularly as the industry seeks to control costs in an increasingly capital-constrained environment.AI, Robotics and Biotech ConvergeA broader transformation is underway as AI, robotics and biotechnology converge to create next-generation pharmaceutical infrastructure. In modern facilities, robotic systems are widely used to automate complex tasks such as aseptic filling, material handling and inspection processes, reducing human intervention and contamination risk while improving precision and efficiency. At the same time, AI-enabled systems are increasingly integrated into these environments, using real-time data and advanced analytics to monitor operations, detect anomalies and optimize performance, supporting continuous compliance and quality control.This convergence is particularly evident in sterile manufacturing environments, where minimizing human intervention is critical. Robotics reduce contamination risks, while AI systems monitor environmental conditions and process parameters in real time. Together, these technologies create a closed-loop system that supports continuous compliance and operational excellence.Market data reinforces the scale of this transition. The global pharmaceutical manufacturing market is valued in the hundreds of billions of dollars and is projected to approach $1 trillion in the coming years, with increasing investment directed toward automation, digital infrastructure and AI-enabled manufacturing systems designed to enhance efficiency and regulatory compliance. This shift reflects a broader structural reallocation of capital toward technologies that improve scalability, operational precision and compliance across pharmaceutical production environments.As these trends accelerate, companies aligned with AI-driven platforms stand to benefit from long-term growth and margin expansion. Positioned within this evolving ecosystem, Oncotelic Therapeutics exemplifies the type of organization that could participate in this transformation, where intelligent automation, embedded compliance and digital integration redefine how pharmaceutical products are developed and manufactured.AI Infrastructure Race Gains MomentumThe artificial intelligence landscape is rapidly evolving as major industry players accelerate partnerships and investments in infrastructure, performance and real-world applications. Recent developments reflect how AI is becoming more deeply embedded across industries ranging from data centers to healthcare and security systems.NVIDIA Corp. (NASDAQ: NVDA) has announced a strategic partnership with Marvell Technology Inc. The collaboration is designed to connect Marvell to the NVIDIA AI factory and AI-RAN ecosystem through NVIDIA NVLink Fusion(TM), offering customers building on NVIDIA architectures greater choice and flexibility in developing next-generation infrastructure. The companies will also collaborate on silicon photonics technology. In addition, NVIDIA has invested $2 billion in Marvell.Amazon.com Inc. (NASDAQ: AMZN) is partnering with Cerebras to set a new standard for AI inference speed and performance in the cloud. The two companies will work together to deliver the fastest AI inference solutions available for generative AI applications and large language model ("LLM") workloads. The solution, to be deployed on Amazon Bedrock in AWS data centers, combines AWS Trainium-powered servers, Cerebras CS-3 systems and Elastic Fabric Adapter ("EFA") networking. Later this year, AWS will also offer leading open-source LLMs and Amazon Nova using Cerebras hardware.Honeywell International Inc. (NASDAQ: HON) and Rhombus have introduced an AI-Driven, cloud video and access solution to modernize building security. The collaboration between the two companies will expand the Rhombus cloud-connected security and access solutions portfolio with new, AI-powered video solutions. This furthers Honeywell's effort to accelerate and modernize how customers approach building security, which began in 2024 with the acquisition of LenelS2. Together, Honeywell and Rhombus will deliver integrated access control and video management in a single cloud solution that is easy to deploy, scale and manage.Omnicell Inc. (NASDAQ: OMCL) has launched the Omnicell Titan XT, a transformational, enterprise version of automated dispensing systems ("ADS"). Designed to unify proven automation and powerful intelligence, Titan XT will deliver an enhanced and more efficient medication management experience to support a growing health system. According to the company, Titan XT offers an intuitive user experience through proven automation powered by OmniSphere, the company's cloud-based, HITRUST-certified medication management platform.These advancements underscore a broader shift toward scalable, high-performance AI ecosystems designed to power next-generation applications. As partnerships deepen and innovation spans both digital and physical environments, the trajectory of AI points toward faster, more efficient and more accessible intelligence, reshaping how organizations deploy technology and unlocking new capabilities across global industries.For more information about Oncotelic Therapeutics Inc., please visit the Oncotelic Therapeutics profile. About AINewsWireAINewsWire (AINW) is a specialized communications platform with a focus on the latest advancements in artificial intelligence ("AI"), including the technologies, trends and trailblazers driving innovation forward. 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Original: AI-Driven Compliance Gamechanger in Pharma Manufacturing and Regulatory Standards AI-Driven Compliance Gamechanger in Pharma Manufacturing and Regulatory Standards
US Market News
3月前
HONEYWELL ANNOUNCES PRICING OF ITS DEBT TENDER OFFERSMarch 20, 2026 2:30 PM
PR Newswire (US)
CHARLOTTE, N.C., March 20, 2026 /PRNewswire/ -- Honeywell (NASDAQ: HON) today announced the applicable Reference Yield for each series of Securities (as defined below) for its previously announced offers to purchase for cash the securities listed in Table 1 below (collectively, the "Dollar Securities") and the securities listed in Table 2 below (collectively, the "Euro Securities" and, together with the Dollar Securities, the "Securities") issued by Honeywell (i) for up to a maximum aggregate purchase price to be paid for the Dollar Securities validly tendered (excluding the accrued and unpaid interest on the Dollar Securities) of up to $4,670,000,000 (the "Dollar Total Maximum Amount" and, such offer to purchase, the "Dollar Tender Offer") and (ii) for up to an amended maximum aggregate purchase price to be paid for the Euro Securities validly tendered (excluding the accrued and unpaid interest on the Euro Securities) of up to €2,491,177,677.11 (as so amended, the "Euro Total Maximum Amount" and, such offer to purchase, the "Euro Tender Offer" and, together with the Dollar Tender Offer, the "Tender Offers" and each, a "Tender Offer"), in order to accept for purchase all Euro Securities with Acceptance Priority Levels of 1 through 6 that were validly tendered in the Euro Tender Offer as of the Early Participation Date (as defined below). The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated March 6, 2026, as modified by Honeywell's prior press release increasing the Dollar Total Maximum Amount and this press release increasing the Euro Total Maximum Amount (the "Offer to Purchase"). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
The tables below outline the title and identifiers for each series of Securities, the principal amount outstanding, the acceptance priority level (the "Acceptance Priority Level"), the applicable Reference Yield for each series of Securities (as determined in the manner described in the Offer to Purchase at 10:00 a.m., New York City time, on March 20, 2026), the applicable "Total Consideration" for each series of Securities, the principal amount tendered at or before 5:00 p.m., New York City time, on March 19, 2026 (the "Early Participation Date")(as previously announced) and the principal amount to be accepted for purchase by Honeywell. Withdrawal rights for the Tender Offers expired at 5:00 p.m., New York City time, on March 19, 2026, and have not been extended.Table 1: Dollar Securities Subject To The Dollar Tender OfferTitle of
Security
Security
Identifier(s)
Principal Amount
Outstanding
Acceptance
Priority Level
Fixed
Spread
Reference
Yield
Total
Consideration
Principal Amount
Tendered as of
the Early
Participation
Date
Principal
Amount to be
Accepted for
Purchase9.065%
Senior Notes
due 2033
CUSIP:
019512AM4
ISIN:
US019512AM47
$51,207,000
1
55
4.350 %
$1,249.61
$10,837,000
$10,837,000
6.625%
Senior Notes
due 2028
CUSIP:
438506AS6
ISIN:
US438506AS66
$200,549,000
2
20
3.921 %
$1,052.64
$59,913,000
$59,913,000
5.700%
Senior Notes
due 2036
CUSIP:
438516AR7
ISIN:
US438516AR73
$441,050,000
3
40
4.350 %
$1,074.77
$215,458,000
$215,458,000
5.700%
Senior Notes
due 2037
CUSIP:
438516AT3
ISIN:
US438516AT30
$462,569,000
4
50
4.350 %
$1,071.66
$241,340,000
$241,340,000
5.375%
Senior Notes
due 2041
CUSIP:
438516BB1
ISIN:
US438516BB13
$416,688,000
5
70
4.350 %
$1,033.76
$221,036,000
$221,036,000
5.350%
Senior Notes
due 2064
CUSIP:
438516CU8
ISIN:
US438516CU84
$650,000,000
6
70
4.916 %
$958.39
$460,755,000
$460,755,000
5.250%
Senior Notes
due 2054
CUSIP:
438516CT1
ISIN:
US438516CT12
$1,750,000,000
7
65
4.916 %
$955.43
$1,212,870,000
$1,212,870,000
5.000%
Senior Notes
due 2033
CUSIP:
438516CK0
ISIN:
US438516CK03
$1,100,000,000
8
5
4.350 %
$1,034.24
$640,408,000
$640,408,000
5.000%
Senior Notes
due 2035
CUSIP:
438516CS3
ISIN:
US438516CS39
$1,450,000,000
9
35
4.350 %
$1,021.21
$933,002,000
$933,002,000
4.950%
Senior Notes
due 2031
CUSIP:
438516CR5
ISIN:
US438516CR55
$500,000,000
10
25
3.997 %
$1,032.90
$273,539,000
$273,539,000
4.750%
Senior Notes
due 2032
CUSIP:
438516CZ7
ISIN:
US438516CZ71
$650,000,000
11
35
3.997 %
$1,020.10
$397,451,000
$369,149,000
4.500%
Senior Notes
due 2034
CUSIP:
438516CM6
ISIN:
US438516CM68
$1,000,000,000
12
20
N/A
N/A
$620,200,000
$0
3.812%
Senior Notes
due 2047
CUSIP:
438516BS4
ISIN:
US438516BS48
$442,373,000
13
55
N/A
N/A
$145,000,000
$0
2.800%
Senior Notes
due 2050
CUSIP:
438516CA2
ISIN:
US438516CA21
$700,983,000
14
30
N/A
N/A
$123,334,000
$0
2.700%
Senior Notes
due 2029
CUSIP:
438516BU9
ISIN:
US438516BU93
$750,000,000
15
15
N/A
N/A
$417,653,000
$0
1.950%
Senior Notes
due 2030
CUSIP:
438516BZ8
ISIN:
US438516BZ80
$948,845,000
16
15
N/A
N/A
$401,631,000
$0
1.750%
Senior Notes
due 2031
CUSIP:
438516CF1
ISIN:
US438516CF18
$1,496,188,000
17
30
N/A
N/A
$838,350,000
$0
Total
$13,010,452,000
$7,212,777,000
$4,638,307,000 Table 2: Euro Securities Subject to The Euro Tender OfferTitle of
Security
Security
Identifier(s)
Principal Amount
Outstanding
Acceptance
Priority Level
Fixed
Spread
Reference
Yield
Total
Consideration
Principal
Amount
Tendered as of
the Early
Participation
Date
Principal
Amount to be
Accepted for
Purchase3.500% Senior
Notes due
2027†
Common Code:
262493865
ISIN:
XS2624938655
€650,000,000
1
20
2.591 %
€1,007.84
€456,629,000
€456,629,0002.250% Senior
Notes due
2028†
Common Code:
136602691
ISIN:
XS1366026919
€750,000,000
2
30
2.616 %
€1,000.00
€455,871,000
€455,871,0004.125% Senior
Notes due 2034
Common Code:
255190342
ISIN:
XS2551903425
€1,000,000,000
3
70
2.969 %
€1,032.25
€465,238,000
€465,238,0003.750% Senior
Notes due 2032
Common Code:
262493873
ISIN:
XS2624938739
€500,000,000
4
65
2.890 %
€1,011.03
€322,147,000
€322,147,0003.750% Senior
Notes due 2036
Common Code:
277689006
ISIN:
XS2776890068
€750,000,000
5
75
3.014 %
€998.93
€374,322,000
€374,322,0003.375% Senior
Notes due 2030
Common Code:
277688999
ISIN:
XS2776889995
€750,000,000
6
35
2.851 %
€1,006.13
€392,826,000
€392,826,0000.750% Senior
Notes due 2032
Common Code:
212609404
ISIN:
XS2126094049
€500,000,000
7
45
N/A
N/A
€137,018,000
€0Total
€4,900,000,000
€2,604,051,000
€2,467,033,000 † On March 6, 2026, Honeywell announced that it had issued a conditional notice of full redemption to redeem all €650,000,000 in outstanding principal amount of its 3.500% Notes (the "3.500% Notes"). On March 10, Honeywell issued a notice of full redemption to redeem all €750,000,000 in outstanding principal amount of its 2.250% Notes (the "2.250% Notes"). As of the date of this press release, the Redemption Condition for the redemption of the 3.500% Notes has been satisfied. To the extent any 3.500% Notes and any 2.250% Notes have not previously been validly tendered and accepted for purchase in the Euro Tender Offer, such Securities will be redeemed on April 10, 2026. This press release does not constitute a notice of redemption of the 3.500% Notes or the 2.250% Notes. The conditional redemption of the 3.500% Notes and the redemption of the 2.250% Notes are being made solely pursuant to separately issued notices of redemption delivered pursuant to the indenture governing such Securities.Honeywell expects to accept for purchase all Dollar Securities with Acceptance Priority Levels of 1 through 10 and the Dollar Securities with Acceptance Priority Level of 11 on a pro rata basis up to the Dollar Total Maximum Amount, using a proration factor of approximately 93%, that were validly tendered in the Dollar Tender Offer as of the Early Participation Date. Honeywell expects to accept for purchase all Euro Securities with Acceptance Priority Levels of 1 through 6 that were validly tendered in the Euro Tender Offer as of the Early Participation Date. Honeywell intends to exercise its right to purchase the Securities that were validly tendered at or before the Early Participation Date and that are accepted for purchase on March 24, 2026 (the "Early Payment Date"). Securities that are accepted in the Tender Offers will be purchased, retired and cancelled and will no longer remain outstanding obligations of Honeywell.Due to the Dollar Total Maximum Amount and Euro Total Maximum Amount, Honeywell is not accepting for purchase any Dollar Securities having an Acceptance Priority Level of 12 or lower and is not accepting any Euro Securities having an Acceptance Priority Level of 7. Any tendered Securities not accepted for purchase will be credited to appropriate accounts at the relevant Clearing System promptly following the Early Payment Date.The Expiration Date for the Tender Offers is 5:00 p.m., New York City time, on April 7, 2026, unless extended or earlier terminated by Honeywell in respect of a Tender Offer. Given that the aggregate purchase price of the Dollar Securities validly tendered in the Dollar Tender Offer at or prior to the Early Participation Date exceeds the Dollar Total Maximum Amount and the aggregate purchase price of the Euro Securities validly tendered in the Euro Tender Offer at or prior to the Early Participation Date exceeds the Euro Total Maximum Amount, Honeywell will not accept any further tenders of Dollar Securities or Euro Securities.Holders who validly tendered such Securities at or before the Early Participation Date, once such Securities are accepted for purchase, will be eligible to receive the applicable "Total Consideration" for their accepted Securities. The "Total Consideration" payable for each series of Securities will be a price per $1,000 or €1,000 principal amount, as applicable, of such series of Securities validly tendered pursuant to the applicable Tender Offer at or prior to the applicable Early Participation Date, and accepted for purchase by Honeywell on the Early Payment Date. The "Total Consideration" includes an early participation amount of $50 per $1,000 principal amount of the Dollar Securities or €50 per €1,000 principal amount of the Euro Securities, as applicable. In addition, holders whose Securities are accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest on the accepted Securities from, and including, the most recent interest payment date prior to the applicable Payment Date up to, but not including, the Early Payment Date.Honeywell has retained BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC to act as the Dealer Managers in connection with the Tender Offers (collectively, the "Dealer Managers"). Questions regarding terms and conditions of the Tender Offers should be directed to BofA Securities at +1 (888) 292-0070 (toll free), Merrill Lynch International at +44 20-7997-5420 (London) or via email at debt_advisory @justjoe (toll free) and Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect).D.F. King has been appointed the information and tender agent with respect to the Tender Offers (the "Information and Tender Agent"). The Offer to Purchase can be accessed at the Tender Offers website: http://www.dfking.com/honeywell. Questions or requests for assistance in connection with the tendering procedures for the Securities in the Tender Offers or for additional copies of the Offer to Purchase may be directed to the Information and Tender Agent at +1 (800) 967-5074 (toll free), +1 (212) 784-6885 (collect), +44 (0)20 7920 9700 (London) or via e-mail at honeywell@dfking.com. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Tender Offers.Honeywell reserves the right, in its sole and absolute discretion, not to purchase any Securities or to extend, re-open, withdraw or terminate one or both of the Tender Offers and to amend or waive any of the terms and conditions of one or both of the Tender Offers in any manner, subject to applicable laws and regulations.Unless stated otherwise, announcements in connection with the Tender Offers will be made available on Honeywell's website at https://investor.honeywell.com/news. Such announcements may also be made by (i) the issue of a press release and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information and Tender Agent, the corresponding contact details for whom are set out above. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information and Tender Agent for the relevant announcements relating to the Tender Offers. In addition, all documentation relating to the Tender Offers, together with any updates, will be available via the Offer Website: http://www.dfking.com/honeywell.DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information that should be read carefully before any decision is made with respect to the Tender Offers. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, legal and tax advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offers. None of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether or not Holders should tender their Securities in the Tender Offers.None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning Honeywell, the Securities or the Tender Offers contained in this announcement or in the Offer to Purchase. None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offers, and accordingly none of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by Honeywell to disclose information with regard to Honeywell or the Securities which is material in the context of the Tender Offers and which is not otherwise publicly available.GeneralThis announcement is for informational purposes only. Each Tender Offer was made solely pursuant to the Offer to Purchase. Neither this announcement nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to sell or buy Securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to have been made by the Dealer Managers or such affiliate (as the case may be) on behalf of Honeywell in such jurisdiction.No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to Honeywell, any subsidiary of Honeywell or the Securities in any jurisdiction where action for that purpose is required. Accordingly, none of this announcement, the Offer to Purchase or any other offering material or advertisements in connection with the Tender Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by Honeywell, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.This communication has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this communication is not being directed at persons within the United Kingdom save in circumstances where Section 21(1) of the FSMA does not apply.This announcement does not constitute an offer of securities to the public in any Member State of the European Economic Area (a "Relevant State"). In any Relevant State, this communication is only addressed to and is only directed at qualified investors within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (as amended or superseded) (the "Prospectus Regulation") in that Relevant State. This announcement and information contained herein must not be acted on or relied upon by persons who are not qualified investors within the meaning of Article 2(e) of the Prospectus Regulation.The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.Each Holder participating in a Tender Offer will give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase. Any tender of Securities pursuant to the Tender Offers from a Holder that is unable to make these representations will not be accepted. Each of Honeywell, the Dealer Managers and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Securities pursuant to the Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Honeywell determines (for any reason) that such representation is not correct, such tender shall not be accepted.About HoneywellHoneywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology that help make the world smarter and safer as well as more sustainable.Forward-Looking Statements and Other DisclaimersWe describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements, including with respect to any changes in or abandonment of the proposed distribution by Honeywell to its shareowners of 100% of the outstanding shares of Honeywell Aerospace Inc.'s ("Aerospace") common stock (the "Spin-Off"), the Tender Offers or the redemption of certain outstanding series of Honeywell debt securities. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. Some of the important factors that could cause Honeywell's or Aerospace's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of Honeywell to effect the Spin-Off described above and to meet the conditions related thereto; (ii) the possibility that the Spin-Off will not be completed within the anticipated time period or at all; (iii) the possibility that the Spin-Off will not achieve its intended benefits; (iv) the impact of the Spin-Off on Honeywell's and Aerospace's businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on their resources, systems, procedures and controls, diversion of management's attention and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the Spin-Off; (vi) the uncertainty of the expected financial performance of Honeywell or Aerospace following completion of the Spin-Off; (vii) negative effects of the announcement or pendency of the Spin-Off on the market price of Honeywell's securities and/or on the financial performance of Honeywell or Aerospace; (viii) the ability to achieve anticipated capital structures in connection with the Spin-Off, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated credit ratings in connection with the Spin-Off; (x) the ability to achieve anticipated tax treatments in connection with the Spin-Off and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; and (xi) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the Spin-Off and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K and other filings with the SEC. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.Contacts:
MediaInvestor RelationsStacey JonesMark Macaluso(980) 378-6258(704) 627-6118Stacey.Jones@honeywell.comMark.Macaluso@honeywell.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/honeywell-announces-pricing-of-its-debt-tender-offers-302720051.htmlSOURCE Honeywell
Original: HONEYWELL ANNOUNCES PRICING OF ITS DEBT TENDER OFFERS
US Market News
3月前
HONEYWELL ANNOUNCES EARLY PARTICIPATION RESULTS AND UPSIZING OF ITS DEBT TENDER OFFERSMarch 20, 2026 8:00 AM
PR Newswire (US)
CHARLOTTE, N.C., March 20, 2026 /PRNewswire/ -- Honeywell (NASDAQ: HON) today announced the results as of 5:00 p.m., New York City time, on March 19, 2026 (the "Early Participation Date"), for its previously announced offers to purchase for cash the securities listed in Table 1 below (collectively, the "Dollar Securities") and the securities listed in Table 2 below (collectively, the "Euro Securities" and, together with the Dollar Securities, the "Securities") issued by Honeywell. Honeywell has amended the terms of its offer to purchase the Dollar Securities for cash by increasing the Dollar Total Maximum Amount from $3,750,000,000 to $4,670,000,000 (as so amended, the "Dollar Total Maximum Amount" and, such offer to purchase, the "Dollar Tender Offer"). Honeywell intends to amend the terms of its offer to purchase the Euro Securities for cash by increasing the Euro Total Maximum Amount so that Honeywell will accept for purchase all Euro Securities that were validly tendered in the Euro Tender Offer as of the Early Participation Date with an Acceptance Priority Level (as defined below) of 1 through 6 (as so amended, the "Euro Total Maximum Amount" and, such offer to purchase, the "Euro Tender Offer" and, together with the Dollar Tender Offer, the "Tender Offers" and each, a "Tender Offer"). The amended Euro Total Maximum Amount will be announced following the Reference Yield Determination Date (as defined below). All other terms and conditions set forth in the offer to purchase, dated March 6, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase") remain unchanged. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
The tables below outline the title and identifiers for each series of Securities, the principal amount outstanding as of the Early Participation Date, the acceptance priority level (the "Acceptance Priority Level"), and the principal amount tendered at or before the Early Participation Date as confirmed by the Information and Tender Agent (as defined below). Withdrawal rights for the Tender Offers expired at 5:00 p.m., New York City time, on March 19, 2026, and have not been extended.Table 1: Dollar Securities Subject To The Dollar Tender OfferTitle of Security
Security Identifier(s)
Principal Amount
Outstanding
Acceptance
Priority Level
Principal Amount
Tendered as of the
Early Participation
Date 9.065% Senior Notes due 2033
CUSIP: 019512AM4
ISIN: US019512AM47
$51,207,000
1
$10,837,0006.625% Senior Notes due 2028
CUSIP: 438506AS6
ISIN: US438506AS66
$200,549,000
2
$59,913,0005.700% Senior Notes due 2036
CUSIP: 438516AR7
ISIN: US438516AR73
$441,050,000
3
$215,458,0005.700% Senior Notes due 2037
CUSIP: 438516AT3
ISIN: US438516AT30
$462,569,000
4
$241,340,0005.375% Senior Notes due 2041
CUSIP: 438516BB1
ISIN: US438516BB13
$416,688,000
5
$221,036,0005.350% Senior Notes due 2064
CUSIP: 438516CU8
ISIN: US438516CU84
$650,000,000
6
$460,755,0005.250% Senior Notes due 2054
CUSIP: 438516CT1
ISIN: US438516CT12
$1,750,000,000
7
$1,212,870,0005.000% Senior Notes due 2033
CUSIP: 438516CK0
ISIN: US438516CK03
$1,100,000,000
8
$640,408,0005.000% Senior Notes due 2035
CUSIP: 438516CS3
ISIN: US438516CS39
$1,450,000,000
9
$933,002,0004.950% Senior Notes due 2031
CUSIP: 438516CR5
ISIN: US438516CR55
$500,000,000
10
$273,539,0004.750% Senior Notes due 2032
CUSIP: 438516CZ7
ISIN: US438516CZ71
$650,000,000
11
$397,451,0004.500% Senior Notes due 2034
CUSIP: 438516CM6
ISIN: US438516CM68
$1,000,000,000
12
$620,200,0003.812% Senior Notes due 2047
CUSIP: 438516BS4
ISIN: US438516BS48
$442,373,000
13
$145,000,0002.800% Senior Notes due 2050
CUSIP: 438516CA2
ISIN: US438516CA21
$700,983,000
14
$123,334,0002.700% Senior Notes due 2029
CUSIP: 438516BU9
ISIN: US438516BU93
$750,000,000
15
$417,653,0001.950% Senior Notes due 2030
CUSIP: 438516BZ8
ISIN: US438516BZ80
$948,845,000
16
$401,631,0001.750% Senior Notes due 2031
CUSIP: 438516CF1
ISIN: US438516CF18
$1,496,188,000
17
$838,350,000Total
$13,010,452,000
$7,212,777,000 Table 2: Euro Securities Subject to The Euro Tender OfferTitle of Security
Security Identifier(s)
Principal Amount
Outstanding
Acceptance
Priority Level
Principal Amount
Tendered as of the
Early Participation
Date 3.500% Senior Notes due 2027†
Common Code: 262493865
ISIN: XS2624938655
€650,000,000
1
€456,629,0002.250% Senior Notes due 2028†
Common Code: 136602691
ISIN: XS1366026919
€750,000,000
2
€455,871,0004.125% Senior Notes due 2034
Common Code: 255190342
ISIN: XS2551903425
€1,000,000,000
3
€465,238,0003.750% Senior Notes due 2032
Common Code: 262493873
ISIN: XS2624938739
€500,000,000
4
€322,147,0003.750% Senior Notes due 2036
Common Code: 277689006
ISIN: XS2776890068
€750,000,000
5
€374,322,0003.375% Senior Notes due 2030
Common Code: 277688999
ISIN: XS2776889995
€750,000,000
6
€392,826,0000.750% Senior Notes due 2032
Common Code: 212609404
ISIN: XS2126094049
€500,000,000
7
€137,018,000Total
€4,900,000,000
€2,604,051,000
† On March 6, 2026, Honeywell announced that it had issued a conditional notice of full redemption to redeem all €650,000,000 in outstanding principal amount of its 3.500% Notes (the "3.500% Notes"). On March 10, Honeywell issued a notice of full redemption to redeem all €750,000,000 in outstanding principal amount of its 2.250% Notes (the "2.250% Notes"). As of the date of this press release, the Redemption Condition for the redemption of the 3.500% Notes has been satisfied. To the extent any 3.500% Notes and any 2.250% Notes have not previously been validly tendered and accepted for purchase in the Euro Tender Offer, such Securities will be redeemed on April 10, 2026. This press release does not constitute a notice of redemption of the 3.500% Notes or the 2.250% Notes. The conditional redemption of the 3.500% Notes and the redemption of the 2.250% Notes are being made solely pursuant to separately issued notices of redemption delivered pursuant to the indenture governing such Securities.The Expiration Date for the Tender Offers is 5:00 p.m., New York City time, on April 7, 2026, unless extended or earlier terminated by Honeywell in respect of a Tender Offer in its sole and absolute discretion. As previously announced, the applicable "Reference Yield" for each series of Securities will be determined at 10:00 a.m., New York City time, on March 20, 2026 (the "Reference Yield Determination Date").Each Tender Offer is subject to certain conditions, including the Financing Condition (as defined in the Offer to Purchase). As of the date of this press release, the Financing Condition has been satisfied. The Tender Offers are not conditioned on any minimum amount of Securities being tendered. Neither Tender Offer is conditioned on completion of the other, and each Tender Offer otherwise operates independently of the other Tender Offer. Subject to Honeywell's right to terminate one or both of the Tender Offers, and subject to the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, the applicable Acceptance Priority Levels and proration, Honeywell will purchase the Securities that have been validly tendered at or before the applicable Expiration Date, subject to all conditions to such Tender Offer having been satisfied or waived by Honeywell promptly following the applicable Expiration Date (the date of such purchase, which is expected to be the second business day following the applicable Expiration Date). Honeywell reserves the right, but is not obligated, in its sole and absolute discretion, to purchase the Securities that have been validly tendered at or prior to the applicable Early Participation Date or following the applicable Early Participation Date but prior to the applicable Expiration Date, subject to all conditions to such Tender Offer having been satisfied or waived by Honeywell.Honeywell has retained BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC to act as the Dealer Managers in connection with the Tender Offers (collectively, the "Dealer Managers"). Questions regarding terms and conditions of the Tender Offers should be directed to BofA Securities at +1 (888) 292-0070 (toll free), Merrill Lynch International at +44 20-7997-5420 (London) or via email at debt_advisory @justjoe (toll free) and Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect).D.F. King has been appointed the information and tender agent with respect to the Tender Offers (the "Information and Tender Agent"). The Offer to Purchase can be accessed at the Tender Offers website: http://www.dfking.com/honeywell. Questions or requests for assistance in connection with the tendering procedures for the Securities in the Tender Offers or for additional copies of the Offer to Purchase may be directed to the Information and Tender Agent at +1 (800) 967-5074 (toll free), +1 (212) 784-6885 (collect), +44 (0)20 7920 9700 (London) or via e-mail at honeywell@dfking.com. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Tender Offers.Honeywell reserves the right, in its sole and absolute discretion, not to purchase any Securities or to extend, re-open, withdraw or terminate one or both of the Tender Offers and to amend or waive any of the terms and conditions of one or both of the Tender Offers in any manner, subject to applicable laws and regulations.Holders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Tender Offers.Holders are advised to check with any custodian or nominee, or other intermediary through which they hold Securities, whether such entity would require the receipt of instructions to participate in, or notice of a revocation of their instruction to participate in, the Tender Offers before the deadlines specified above. The deadlines set by any custodian or nominee, or by the relevant Clearing System, for the submission and revocation of valid electronic tender and blocking instructions, in the form required by the relevant Clearing System, may be earlier than the relevant deadlines specified above.Unless stated otherwise, announcements in connection with the Tender Offers will be made available on Honeywell's website at https://investor.honeywell.com/news. Such announcements may also be made by (i) the issue of a press release and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information and Tender Agent, the corresponding contact details for whom are set out above. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information and Tender Agent for the relevant announcements relating to the Tender Offers. In addition, all documentation relating to the Tender Offers, together with any updates, will be available via the Offer Website: http://www.dfking.com/honeywell.DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information that should be read carefully before any decision is made with respect to the Tender Offers. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, legal and tax advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offers. None of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether or not Holders should tender their Securities in the Tender Offers.None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning Honeywell, the Securities or the Tender Offers contained in this announcement or in the Offer to Purchase. None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offers, and accordingly none of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by Honeywell to disclose information with regard to Honeywell or the Securities which is material in the context of the Tender Offers and which is not otherwise publicly available.GeneralThis announcement is for informational purposes only. Each Tender Offer is being made solely pursuant to the Offer to Purchase. Neither this announcement nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to sell or buy Securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by the Dealer Managers or such affiliate (as the case may be) on behalf of Honeywell in such jurisdiction.No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to Honeywell, any subsidiary of Honeywell or the Securities in any jurisdiction where action for that purpose is required. Accordingly, none of this announcement, the Offer to Purchase or any other offering material or advertisements in connection with the Tender Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by Honeywell, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.This communication has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this communication is not being directed at persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.This announcement does not constitute an offer of securities to the public in any Member State of the European Economic Area (a "Relevant State"). In any Relevant State, this communication is only addressed to and is only directed at qualified investors within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (as amended or superseded) (the "Prospectus Regulation") in that Relevant State. This announcement and information contained herein must not be acted on or relied upon by persons who are not qualified investors within the meaning of Article 2(e) of the Prospectus Regulation.The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.Each Holder participating in a Tender Offer will give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase. Any tender of Securities pursuant to the Tender Offers from a Holder that is unable to make these representations will not be accepted. Each of Honeywell, the Dealer Managers and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Securities pursuant to the Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Honeywell determines (for any reason) that such representation is not correct, such tender shall not be accepted.About HoneywellHoneywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology that help make the world smarter and safer as well as more sustainable.Forward-Looking Statements and Other DisclaimersWe describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements, including with respect to any changes in or abandonment of the proposed distribution by Honeywell to its shareowners of 100% of the outstanding shares of Honeywell Aerospace Inc.'s ("Aerospace") common stock (the "Spin-Off") , the Tender Offers or the redemption of certain outstanding series of Honeywell debt securities. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. Some of the important factors that could cause Honeywell's or Aerospace's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of Honeywell to effect the Spin-Off described above and to meet the conditions related thereto; (ii) the possibility that the Spin-Off will not be completed within the anticipated time period or at all; (iii) the possibility that the Spin-Off will not achieve its intended benefits; (iv) the impact of the Spin-Off on Honeywell's and Aerospace's businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on their resources, systems, procedures and controls, diversion of management's attention and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the Spin-Off; (vi) the uncertainty of the expected financial performance of Honeywell or Aerospace following completion of the Spin-Off; (vii) negative effects of the announcement or pendency of the Spin-Off on the market price of Honeywell's securities and/or on the financial performance of Honeywell or Aerospace; (viii) the ability to achieve anticipated capital structures in connection with the Spin-Off, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated credit ratings in connection with the Spin-Off; (x) the ability to achieve anticipated tax treatments in connection with the Spin-Off and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; and (xi) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the Spin-Off and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K and other filings with the SEC. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.Contacts:
MediaInvestor RelationsStacey JonesMark Macaluso(980) 378-6258(704) 627-6118Stacey.Jones@honeywell.comMark.Macaluso@honeywell.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/honeywell-announces-early-participation-results-and-upsizing-of-its-debt-tender-offers-302719773.htmlSOURCE Honeywell
Original: HONEYWELL ANNOUNCES EARLY PARTICIPATION RESULTS AND UPSIZING OF ITS DEBT TENDER OFFERS
US Market News
3月前
HONEYWELL ANNOUNCES PRICING OF HONEYWELL AEROSPACE'S OFFERING OF SENIOR NOTES IN CONNECTION WITH PLANNED SPIN-OFFMarch 10, 2026 8:21 PM
PR Newswire (US)
CHARLOTTE, N.C., March 10, 2026 /PRNewswire/ -- Honeywell (NASDAQ: HON) today announced that, in connection with the previously announced plan to spin-off (the "Spin-Off") Honeywell Aerospace Inc. ("Aerospace") from Honeywell, Aerospace has priced a private offering of $1,250,000,000 aggregate principal amount of 3.900% senior notes due 2028 (the "2028 notes"), $1,250,000,000 aggregate principal amount of 4.000% senior notes due 2029 (the "2029 notes"), $500,000,000 aggregate principal amount of floating rate senior notes due 2029 (the "2029 floating rate notes"), $2,000,000,000 aggregate principal amount of 4.300% senior notes due 2031 (the "2031 notes"), $1,750,000,000 aggregate principal amount of 4.600% senior notes due 2033 (the "2033 notes") and $3,250,000,000 aggregate principal amount of 4.950% senior notes due 2036 (the "2036 notes" and, together with the 2028 notes, the 2029 notes, the 2029 floating rate notes, the 2031 notes and the 2033 notes, the "New Money Notes"), $1,000,000,000 aggregate principal amount of 5.622% senior notes due 2046 (the "2046 notes"), $3,500,000,000 aggregate principal amount of 5.732% senior notes due 2056 (the "2056 notes") and $1,500,000,000 aggregate principal amount of 5.852% senior notes due 2066 (the "2066 notes" and, together with the 2046 notes and the 2056 notes, the "Exchange Notes" and, together with the New Money Notes, the "Notes").
The 2028 notes will be issued at 99.928% of par, bear interest at a rate of 3.900% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2028. The 2029 notes will be issued at 99.832% of par, bear interest at a rate of 4.000% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2029. The 2029 floating rate notes will be issued at par, bear interest at a rate of compounded SOFR plus 0.630% per annum, payable quarterly in arrears on March 16, June 16, September 16 and December 16 of each year, beginning on June 16, 2026, and mature on March 16, 2029. The 2031 notes will be issued at 99.822% of par, bear interest at a rate of 4.300% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2031. The 2033 notes will be issued at 99.769% of par, bear interest at a rate of 4.600% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2033. The 2036 notes will be issued at par, bear interest at a rate of 4.950% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2036. The 2046 notes will be issued at par, bear interest at a rate of 5.622% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2046. The 2056 notes will be issued at par, bear interest at a rate of 5.732% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2056. The 2066 notes will be issued at par, bear interest at a rate of 5.852% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2066. The Notes offering is expected to close on or about March 16, 2026, subject to customary closing conditions.The Notes are being offered as part of the financing for the planned Spin-Off. Aerospace intends to use the proceeds from the offering of the New Money Notes to make a cash distribution to Honeywell prior to and in contemplation of the Spin-Off and to pay fees and expenses in connection with the Spin-Off, its revolving credit facilities and the Notes offering and/or for general corporate purposes.The Exchange Notes will initially be issued by Aerospace to Honeywell and are expected to be transferred and delivered by Honeywell to Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., as selling noteholders in the offering as designees of certain of their respective affiliates, in satisfaction of certain debt obligations under a credit facility previously entered into by Honeywell with such affiliates of the selling noteholders. Aerospace will not receive any cash proceeds from the offering of the Exchange Notes.The Notes will be senior unsecured obligations of Aerospace and guaranteed on an unsecured senior basis by Honeywell until the Spin-Off is completed. Upon consummation of the Spin-Off, Honeywell will be automatically and unconditionally released from all obligations under its guarantees without any action taken by the holders of the Notes. The closing of the offering of the Notes is not contingent on the completion of the Spin-Off.The Notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the Notes or related guarantees will be made only by means of a private offering memorandum.About AerospaceHoneywell Aerospace Inc. is a leading global tier-1 aerospace and defense supplier of mission critical systems and technologies that enable the production, maintenance, and safe operation of aerospace and defense platforms. Its systems and technologies support original equipment manufacturer, government, defense prime contractor and aircraft operator customers across the Commercial Air Transport, Defense and Space, and Business Aviation end markets. The company's comprehensive portfolio of market leading systems and technologies are organized into the following segments: Electronic Solutions, Engines & Power Systems and Control Systems.About HoneywellHoneywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology that help make the world smarter and safer as well as more sustainable.Forward-Looking Statements and Other DisclaimersWe describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements, including with respect to any changes in or abandonment of the proposed Spin-Off, offering of the Notes and use of proceeds contemplated thereby, or the Revolving Credit Facilities. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. Some of the important factors that could cause Honeywell's or Aerospace's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of Honeywell to effect the Spin-Off described above and to meet the conditions related thereto; (ii) the possibility that the Spin-Off will not be completed within the anticipated time period or at all; (iii) the possibility that the Spin-Off will not achieve its intended benefits; (iv) the impact of the Spin-Off on Honeywell's and Aerospace's businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on their resources, systems, procedures and controls, diversion of management's attention and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the Spin-Off; (vi) the uncertainty of the expected financial performance of Honeywell or Aerospace following completion of the Spin-Off; (vii) negative effects of the announcement or pendency of the Spin-Off on the market price of Honeywell's securities and/or on the financial performance of Honeywell or Aerospace; (viii) the ability to achieve anticipated capital structures in connection with the Spin-Off, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated credit ratings in connection with the Spin-Off; (x) the ability to achieve anticipated tax treatments in connection with the Spin-Off and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; and (xi) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the Spin-Off and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K, Aerospace's Form 10 Registration Statement, as amended, and other filings with the SEC. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.Contacts:
Media Investor RelationsStacey JonesMark Macaluso(980) 378-6258(704) 627-6118Stacey.Jones@honeywell.comMark.Macaluso@honeywell.com
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Original: HONEYWELL ANNOUNCES PRICING OF HONEYWELL AEROSPACE'S OFFERING OF SENIOR NOTES IN CONNECTION WITH PLANNED SPIN-OFF
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3月前
HONEYWELL ANNOUNCES COMMENCEMENT OF CASH TENDER OFFERS TO PURCHASE UP TO $3,750,000,000 AGGREGATE PURCHASE PRICE OF DOLLAR-DENOMINATED SECURITIES AND UP TO €1,250,000,000 AGGREGATE PURCHASE PRICE OF EURO-DENOMINATED SECURITIESMarch 6, 2026 8:55 AM
PR Newswire (US)
CHARLOTTE, N.C., March 6, 2026 /PRNewswire/ -- Honeywell (NASDAQ: HON) today announced offers to purchase for cash the securities listed in Table 1 below (collectively, the "Dollar Securities") and the securities listed in Table 2 below (collectively, the "Euro Securities" and, together with the Dollar Securities, the "Securities") issued by Honeywell (i) for up to a maximum aggregate purchase price to be paid for the Dollar Securities validly tendered (excluding the accrued and unpaid interest on the Dollar Securities) of up to $3,750,000,000 (the "Dollar Total Maximum Amount" and, such offer to purchase, the "Dollar Tender Offer") and (ii) for up to a maximum aggregate purchase price to be paid for the Euro Securities validly tendered (excluding the accrued and unpaid interest on the Euro Securities) of up to €1,250,000,000 (the "Euro Total Maximum Amount" and, such offer to purchase, the "Euro Tender Offer" and, together with the Dollar Tender Offer, the "Tender Offers" and each, a "Tender Offer").
Table 1: Dollar Securities Subject To The Dollar Tender OfferTitle of SecuritySecurity Identifier(s)Maturity DatePar Call DatePrincipal Amount Outstanding Acceptance Priority LevelEarly Participation Amount(1)(2)Reference Treasury Security Bloomberg Reference Page/ScreenFixed Spread (basis points)(2)9.065% Senior Notes due 2033CUSIP: 019512AM4
ISIN: US019512AM47June 1, 2033N/A$51,207,0001$504.125% UST due February 15, 2036FIT 1556.625% Senior Notes due 2028CUSIP: 438506AS6
ISIN: US438506AS66June 15, 2028N/A$200,549,0002$503.375% UST due February 29, 2028FIT 1205.700% Senior Notes due 2036CUSIP: 438516AR7
ISIN: US438516AR73March 15, 2036N/A$441,050,0003$504.125% UST due February 15, 2036FIT 1405.700% Senior Notes due 2037CUSIP: 438516AT3
ISIN: US438516AT30March 15, 2037N/A$462,569,0004$504.125% UST due February 15, 2036FIT 1505.375% Senior Notes due 2041CUSIP: 438516BB1
ISIN: US438516BB13March 1, 2041N/A$416,688,0005$504.125% UST due February 15, 2036FIT 1705.350% Senior Notes due 2064CUSIP: 438516CU8
ISIN: US438516CU84March 1, 2064September 1, 2063$650,000,0006$504.625% UST due November 15, 2055FIT 1705.250% Senior Notes due 2054CUSIP: 438516CT1
ISIN: US438516CT12March 1, 2054September 1, 2053$1,750,000,0007$504.625% UST due November 15, 2055FIT 1655.000% Senior Notes due 2033CUSIP: 438516CK0
ISIN: US438516CK03February 15, 2033November 15, 2032$1,100,000,0008$504.125% UST due February 15, 2036FIT 155.000% Senior Notes due 2035CUSIP: 438516CS3
ISIN: US438516CS39March 1, 2035December 1, 2034$1,450,000,0009$504.125% UST due February 15, 2036FIT 1354.950% Senior Notes due 2031CUSIP: 438516CR5
ISIN: US438516CR55September 1, 2031July 1, 2031$500,000,00010$503.500% UST due February 28, 2031FIT 1254.750% Senior Notes due 2032CUSIP: 438516CZ7
ISIN: US438516CZ71February 1, 2032December 1, 2031$650,000,00011$503.500% UST due February 28, 2031FIT 1354.500% Senior Notes due 2034CUSIP: 438516CM6
ISIN: US438516CM68January 15, 2034October 15, 2033$1,000,000,00012$504.125% UST due February 15, 2036FIT 1203.812% Senior Notes due 2047CUSIP: 438516BS4
ISIN: US438516BS48November 21, 2047May 21, 2047$442,373,00013$504.625% UST due February 15, 2046FIT 1552.800% Senior Notes due 2050CUSIP: 438516CA2
ISIN: US438516CA21June 1, 2050December 1, 2049$700,983,00014$504.625% UST due November 15, 2055FIT 1302.700% Senior Notes due 2029CUSIP: 438516BU9
ISIN: US438516BU93August 15, 2029May 15, 2029$750,000,00015$503.500% UST due February 15, 2029FIT 1151.950% Senior Notes due 2030CUSIP: 438516BZ8
ISIN: US438516BZ80June 1, 2030March 1, 2030$948,845,00016$503.500% UST due February 28, 2031FIT 1151.750% Senior Notes due 2031CUSIP: 438516CF1
ISIN: US438516CF18September 1, 2031June 1, 2031$1,496,188,00017$503.500% UST due February 28, 2031FIT 130Total
$13,010,452,000
Table 2: Euro Securities Subject to The Euro Tender OfferTitle of SecuritySecurity Identifier(s)Maturity DatePar Call DatePrincipal
Amount Outstanding Acceptance Priority
LevelEarly Participation Amount(1)(2)Reference Treasury Security / Interpolated RateBloomberg Reference Page/ScreenFixed Spread (basis points)(2)3.500% Senior Notes due 2027*†Common Code: 262493865
ISIN: XS2624938655May 17, 2027April 17, 2027€650,000,0001€50OBL 0.000% due April 16, 2027FIT GE1-3202.250% Senior Notes due 2028†Common Code: 136602691
ISIN: XS1366026919February 22, 2028N/A€750,000,0002€50DBR 0.500% due February 15, 2028FIT GE1-3304.125% Senior Notes due 2034Common Code: 255190342
ISIN: XS2551903425November 2, 2034August 2, 2034€1,000,000,0003€50Interpolated Mid Swap RateIRSB EU(3)703.750% Senior Notes due 2032Common Code: 262493873
ISIN: XS2624938739May 17, 2032February 17, 2032€500,000,0004€50Interpolated Mid Swap RateIRSB EU(3)653.750% Senior Notes due 2036Common Code: 277689006
ISIN: XS2776890068March 1, 2036December 1, 2035€750,000,0005€50Interpolated Mid Swap RateIRSB EU(3)753.375% Senior Notes due 2030Common Code: 277688999
ISIN: XS2776889995March 1, 2030January 1, 2030€750,000,0006€50Interpolated Mid Swap RateIRSB EU(3)350.750% Senior Notes due 2032Common Code: 212609404
ISIN: XS2126094049March 10, 2032December 10, 2031€500,000,0007€50Interpolated Mid Swap RateIRSB EU(3)45Total
€ 4,900,000,000
(1)Per $1,000 or €1,000 principal amount, as applicable.
(2)The Total Consideration payable for each series of Securities will be at a price per $1,000 or €1,000 principal amount, as applicable, of such series of Securities validly tendered on or prior to the applicable Early Participation Date and accepted for purchase by us, which is calculated using the applicable Fixed Spread, and when calculated in such a manner already includes the applicable Early Participation Amount. In addition, holders whose Securities are accepted for purchase will also receive any Accrued Interest on such Securities. Holders of Securities that are validly tendered after the Early Participation Date and at or before the Expiration Date and accepted for purchase will receive only the applicable Late Tender Offer Consideration, which does not include the applicable Early Participation Amount, together with any Accrued Interest on such Securities. For the avoidance of doubt, the Early Participation Amount is already included within the Total Consideration, and is not in addition to the Total Consideration.
(3)Pricing Source: BGN.
† On March 6, 2026, Honeywell announced that it had issued a conditional notice of full redemption to redeem all €650,000,000 in outstanding principal amount of its 3.500% Senior Notes Due 2027 (the "3.500% Notes"). Promptly following the pricing of a proposed notes offering by Honeywell Aerospace, Inc. ("Aerospace"), the Company also currently expects to issue a notice of full redemption to redeem all €750,000,000 in outstanding principal amount of its 2.250% Senior Notes due 2028 (the "2.250% Notes"). If (i) the Redemption Condition (as defined in the Offer to Purchase) for the conditional redemption of the 3.500% Notes is satisfied prior the applicable redemption date and (ii) the Company issues a notice of full redemption of the 2.250% Notes, to the extent such Securities have not previously been validly tendered and accepted for purchase in the Euro Tender Offer (as defined below), such Securities will be redeemed on the applicable redemption date at the applicable redemption price. This press release does not constitute a notice of redemption of the 3.500% Notes or the 2.250% Notes. The conditional redemption of the 3.500% Notes is being made, and any redemption of the 2.250% Notes will be made, solely pursuant to separately issued notices of redemption delivered pursuant to the indenture governing such Securities. The statement of expectation relating to the redemption of the 2.250% Notes does not constitute an obligation to issue a notice of redemption, and the decision to issue any such notice of redemption and the selection of any particular redemption date is in the Company's discretion. This press release is not an offer of any Aerospace notes. The Aerospace notes offering is being made solely pursuant to a private offering memorandum. The Tender Offers are made upon the terms and subject to certain conditions set forth in the offer to purchase, dated March 6, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.Copies of the Offer to Purchase are available from the Information and Tender Agent as set out below. All documentation relating to the Offer to Purchase, together with any updates will be available via the Offer Website: www.dfking.com/honeywell.Timetable for the Tender OffersEventDateCommencement of the Tender OffersMarch 6, 2026Early Participation Date5:00 p.m., New York City time, on March 19, 2026, unless
extended or earlier terminated by Honeywell in respect of a
Tender Offer in its sole and absolute discretion.Withdrawal Date5:00 p.m., New York City time, on March 19, 2026, unless
extended by Honeywell in respect of a Tender Offer in its sole
and absolute discretion.Reference Yield Determination Date10:00 a.m., New York City time, on March 20, 2026, unless
extended by Honeywell in respect of a Tender Offer in its sole
and absolute discretion.Early Payment DateThe Early Payment Date may occur, at Honeywell's sole and
absolute discretion, following the applicable Early
Participation Date and prior to the applicable Final Payment
Date, which is currently expected to be March 24, 2026.Expiration Date5:00 p.m., New York City time, on April 7, 2026, unless
extended by Honeywell or earlier terminated by Honeywell in
respect of a Tender Offer, in each case, in its sole and
absolute discretion.Final Payment DateThe Final Payment Date will be promptly following the
applicable Expiration Date and is expected to be on or about
April 9, 2026.Purpose of the Tender OffersWe are making the Tender Offers to purchase certain outstanding debt issued by Honeywell, and, together with the redemption of certain outstanding series of Honeywell debt securities, as further described in the Offer to Purchase, to reduce our leverage in anticipation of the proposed distribution by Honeywell to its shareowners of 100% of the outstanding shares of Honeywell Aerospace Inc.'s common stock (the "Spin-Off"). Securities that are accepted in a Tender Offer will be purchased, retired and cancelled and will no longer remain outstanding obligations of Honeywell.Details of the Tender OffersThe Tender Offers will expire at 5:00 p.m., New York City time, on April 7, 2026, unless extended or earlier terminated by Honeywell in respect of a Tender Offer in its sole and absolute discretion (such date and time, as the same may be extended, the "Expiration Date"). Securities tendered may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on March 19, 2026, unless extended by Honeywell, in respect of a Tender Offer in its sole and absolute discretion (such date and time, as the same may be extended, the "Withdrawal Date"), but not thereafter. In this press release, we refer to Securities that have been validly tendered and not validly withdrawn as having been "validly tendered."Securities validly tendered pursuant to the Tender Offers and accepted for purchase by Honeywell will be accepted for purchase based on the applicable acceptance priority levels set forth in the tables above (the "Acceptance Priority Levels"), subject to the limitation that the maximum aggregate purchase price to be paid for the Dollar Securities in the Dollar Tender Offer (excluding the accrued and unpaid interest on such Dollar Securities) will not exceed the Dollar Total Maximum Amount and the maximum aggregate purchase price to be paid for the Euro Securities in the Euro Tender Offer (excluding the accrued and unpaid interest on such Euro Securities) will not exceed the Euro Total Maximum Amount, and may be subject to proration, all as more fully described herein and in the Offer to Purchase.A separate instruction must be submitted for each beneficial owner of Securities due to possible proration.Holders (the "Holders") of Securities that are validly tendered at or before 5:00 p.m., New York City time, on March 19, 2026, unless extended by Honeywell in respect of a Tender Offer (such date and time, as the same may be extended, the "Early Participation Date"), and accepted for purchase will receive the applicable Total Consideration (as defined below) for their Securities, which includes the applicable early participation amount for the applicable series of Securities set forth in the tables above (the applicable "Early Participation Amount"), together with any accrued and unpaid interest on the Securities from, and including, the most recent interest payment date prior to the applicable Payment Date (as defined in the Offer to Purchase) up to, but not including, the applicable Payment Date ("Accrued Interest"). Subject to the terms and conditions described in herein and in the Offer to Purchase, including the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, the applicable Acceptance Priority Levels and the proration procedures, Holders of Securities that are validly tendered after the applicable Early Participation Date and at or before the applicable Expiration Date and are accepted for purchase will receive only the applicable "Late Tender Offer Consideration," which consists of the applicable Total Consideration minus the applicable Early Participation Amount, for each $1,000 or €1,000 principal amount, as applicable, of such tendered Securities, plus any Accrued Interest. The applicable Total Consideration and the Late Tender Offer Consideration will be payable in cash.Each Tender Offer is subject to certain conditions, including the Financing Condition (as defined in the Offer to Purchase). The Tender Offers are not conditioned on any minimum amount of Securities being tendered. Neither Tender Offer is conditioned on completion of the other, and each Tender Offer otherwise operates independently of the other Tender Offer. Subject to Honeywell's right to terminate one or both of the Tender Offers, and subject to the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, the applicable Acceptance Priority Levels and proration, Honeywell will purchase the Securities that have been validly tendered at or before the applicable Expiration Date, subject to all conditions to such Tender Offer having been satisfied or waived by Honeywell promptly following the applicable Expiration Date (the date of such purchase, which is expected to be the second business day following the applicable Expiration Date, the "Final Payment Date"). Honeywell reserves the right, but is not obligated, in its sole and absolute discretion, to purchase the Securities that have been validly tendered at or before the applicable Early Participation Date or following the applicable Early Participation Date but prior to the applicable Expiration Date, subject to all conditions to such Tender Offer having been satisfied or waived by Honeywell (the date of such purchase, the "Early Payment Date" and together with the Final Payment Date, each a "Payment Date").Honeywell also reserves the right, in its sole and absolute discretion, subject to applicable law, to terminate one or both of the Tender Offers at any time prior to the applicable Expiration Date. Securities that are accepted in the Tender Offers will be purchased, retired and cancelled and will no longer remain outstanding obligations of Honeywell.The Securities accepted for purchase will be accepted in accordance with their Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level in each Tender Offer, 17 being the lowest Acceptance Priority Level with respect to the Dollar Tender Offer and 7 being the lowest Acceptance Priority Level with respect to the Euro Tender Offer), subject to the limitation that the overall aggregate purchase price to be paid for the Securities in each of the Tender Offers (excluding the accrued and unpaid interest on the Securities) will not exceed the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable.Securities validly tendered on or before the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any Securities validly tendered on or before the Early Participation Date having a lower Acceptance Priority Level are accepted in each of the Tender Offers, and all Securities validly tendered after the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any Securities tendered after the applicable Early Participation Date having a lower Acceptance Priority Level are accepted in the applicable Tender Offer, in each case subject to the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable. Securities validly tendered on or before the Early Participation Date will be accepted for purchase in priority to other Securities tendered after the Early Participation Date, even if such Securities tendered after the Early Participation Date have a higher Acceptance Priority Level than Securities tendered on or before the Early Participation Date. Furthermore, if the amount of Securities validly tendered prior to or at the Early Participation Date exceeds the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, Holders who validly tender Securities in a Tender Offer after the Early Participation Date will not have any of their Securities accepted for purchase regardless of the Acceptance Priority Level of such Securities unless Honeywell increases the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable.Subject to applicable law, Honeywell reserves the right, in its sole and absolute discretion, to waive or modify any one or more of the conditions to the Tender Offers in whole or in part at any time on or prior to the date that any Securities are first accepted for purchase or to (i) increase the Dollar Total Maximum Amount or the Euro Total Maximum Amount or (ii) decrease the Dollar Total Maximum Amount or the Euro Total Maximum Amount. Any such increase or decrease may be made on the basis of Securities validly tendered through the applicable Early Participation Date and promptly announced on the business day immediately following the applicable Early Participation Date. Any such increase or decrease may be made without extending the Withdrawal Date or otherwise reinstating withdrawal rights, except as required by applicable law.If Honeywell exercises its right, in its sole and absolute discretion, to purchase the Securities on an Early Payment Date and, on such Early Payment Date, or on the Final Payment Date, there are sufficient remaining funds to purchase some, but not all, of the remaining tendered Securities in any Acceptance Priority Level without exceeding the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, Honeywell will accept for payment such tendered Securities on a prorated basis, with the proration factor for such Acceptance Priority Level depending on the aggregate principal amount of Securities of such Acceptance Priority Level validly tendered.The "Total Consideration" payable for each series of Securities will be a price per $1,000 or €1,000 principal amount of such series of Securities validly tendered pursuant to the applicable Tender Offer on or prior to the applicable Early Participation Date, and accepted for purchase by us (subject to the applicable Acceptance Priority Levels, the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, and proration, if any), equal to an amount in the currency in which the applicable Securities are denominated, calculated in accordance with Schedule C-1 or C-2 to the Offer to Purchase, as applicable, that would reflect, as of the applicable Early Payment Date or, to the extent Honeywell does not exercise its right to purchase the Securities on such Early Payment Date, as of the applicable Final Payment Date: (i) for each series of Dollar Securities , a yield to the applicable maturity date or par call date, as the case may be, in accordance with standard market practice, of such series of Securities equal to the sum of (a) the Reference Yield (as defined in the Offer to Purchase) of the applicable reference security set forth in Table 1 above, determined at 10:00 a.m., New York City time, on the first business day following the applicable Early Participation Date (the "Reference Yield Determination Date"), plus (b) the fixed spread applicable to such series, set forth in the Table 1 above, (ii) for the series of Euro Securities constituting the 3.500% Notes and the 2.250% Notes, a yield to the applicable maturity date in accordance with standard market practice, of such series of Securities equal to the sum of (a) the Reference Yield (as defined in the Offer to Purchase) of the applicable reference security set forth in Table 2 above, determined at the Reference Yield Determination Date, plus (b) the fixed spread applicable to such series, set forth in Table 2 above, provided that if such Total Consideration is below €1,000, the Total Consideration will be €1,000, and (iii) for each of the other series of Euro Securities, a yield to the applicable maturity date or par call date, as the case may be, in accordance with standard market practice, of such series of Securities equal to the sum of (a) the reference yield (corresponding to the applicable Interpolated Rate (as defined in the Offer to Purchase) determined at the Reference Yield Determination Date, plus (b) the fixed spread applicable to such series set forth in Table 2 above, in each case, minus accrued and unpaid interest on such Securities from, and including, the most recent interest payment date prior to the applicable Payment Date up to, but not including, such Payment Date. The applicable Total Consideration already includes the Early Participation Amount for the applicable series of Securities set forth in the tables above. For the avoidance of doubt, the Early Participation Amount is already included within the Total Consideration, and is not in addition to the Total Consideration.For further details on the procedures for tendering the Securities, please refer to the Offer to Purchase, including the procedures set out under the heading "The Tender Offers—Procedures for Tendering Securities" of the Offer to Purchase.Honeywell has retained BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC and to act as the Dealer Managers in connection with the Tender Offers (collectively, the "Dealer Managers"). Questions regarding terms and conditions of the Tender Offers should be directed to BofA Securities at +1 (888) 292-0070 (toll free), Merrill Lynch International at +44 20-7997-5420 (London) or via email at debt_advisory @justjoe (toll free) and Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect).D.F. King has been appointed the information and tender agent with respect to the Tender Offers (the "Information and Tender Agent"). The Offer to Purchase can be accessed at the Tender Offers website: http://www.dfking.com/honeywell. Questions or requests for assistance in connection with the tendering procedures for the Securities in the Tender Offers or for additional copies of the Offer to Purchase may be directed to the Information and Tender Agent at +1 (800) 967-5074 (toll free), +1 (212) 784-6885 (collect), +44 (0)20 7920 9700 (London) or via e-mail at honeywell@dfking.com. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Tender Offers.Honeywell reserves the right, in its sole discretion, not to purchase any Securities or to extend, re-open, withdraw or terminate one or both of the Tender Offers and to amend or waive any of the terms and conditions of one or both of the Tender Offers in any manner, subject to applicable laws and regulations.Holders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Tender Offers.Holders are advised to check with any custodian or nominee, or other intermediary through which they hold Securities, whether such entity would require the receipt of instructions to participate in, or notice of a revocation of their instruction to participate in, the Tender Offers before the deadlines specified above. The deadlines set by any custodian or nominee, or by the relevant Clearing System, for the submission and revocation of valid electronic tender and blocking instructions, in the form required by the relevant Clearing System, may be earlier than the relevant deadlines specified above.Unless stated otherwise, announcements in connection with the Tender Offers will be made available on Honeywell's website at https://investor.honeywell.com/news. Such announcements may also be made by (i) the issue of a press release and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information and Tender Agent, the corresponding contact details for whom are set out above. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information and Tender Agent for the relevant announcements relating to the Tender Offers. In addition, all documentation relating to the Tender Offers, together with any updates, will be available via the Offer Website: http://www.dfking.com/honeywell.DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information that should be read carefully before any decision is made with respect to the Tender Offers. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, legal and tax advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offers. None of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether or not Holders should tender their Securities in the Tender Offers.None of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning Honeywell, the Securities or the Tender Offers contained in this announcement or in the Offer to Purchase. None of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offers, and accordingly none of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by Honeywell to disclose information with regard to Honeywell or the Securities which is material in the context of the Tender Offers and which is not otherwise publicly available.GeneralThis announcement is for informational purposes only. Each Tender Offer is being made solely pursuant to the Offer to Purchase. Neither this announcement nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to sell or buy Securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by the Dealer Managers or such affiliate (as the case may be) on behalf of Honeywell in such jurisdiction.No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to Honeywell, any subsidiary of Honeywell or the Securities in any jurisdiction where action for that purpose is required. Accordingly, none of this announcement, the Offer to Purchase or any other offering material or advertisements in connection with the Tender Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by Honeywell, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.This communication has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this communication is not being directed at persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.This announcement does not constitute an offer of securities to the public in any Member State of the European Economic Area (a "Relevant State"). In any Relevant State, this communication is only addressed to and is only directed at qualified investors within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (as amended or superseded) (the "Prospectus Regulation") in that Relevant State. This announcement and information contained herein must not be acted on or relied upon by persons who are not qualified investors within the meaning of Article 2(e) of the Prospectus Regulation.The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.Each Holder participating in a Tender Offer will give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase. Any tender of Securities pursuant to the Tender Offers from a Holder that is unable to make these representations will not be accepted. Each of Honeywell, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities pursuant to the Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Honeywell determines (for any reason) that such representation is not correct, such tender shall not be accepted.About HoneywellHoneywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology that help make the world smarter and safer as well as more sustainable.Forward-Looking Statements and Other DisclaimersWe describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements, including with respect to any changes in or abandonment of the proposed Spin-Off, the Tender Offers, any notes offering by Aerospace or the redemption of certain outstanding series of Honeywell debt securities. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. Some of the important factors that could cause Honeywell's or Aerospace's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of Honeywell to effect the Spin-Off described above and to meet the conditions related thereto; (ii) the possibility that the Spin-Off will not be completed within the anticipated time period or at all; (iii) the possibility that the Spin-Off will not achieve its intended benefits; (iv) the impact of the Spin-Off on Honeywell's and Aerospace's businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on their resources, systems, procedures and controls, diversion of management's attention and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the Spin-Off; (vi) the uncertainty of the expected financial performance of Honeywell or Aerospace following completion of the Spin-Off; (vii) negative effects of the announcement or pendency of the Spin-Off on the market price of Honeywell's securities and/or on the financial performance of Honeywell or Aerospace; (viii) the ability to achieve anticipated capital structures in connection with the Spin-Off, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated credit ratings in connection with the Spin-Off; (x) the ability to achieve anticipated tax treatments in connection with the Spin-Off and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; and (xi) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the Spin-Off and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K and other filings with the SEC. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.Contacts:
MediaInvestor RelationsStacey JonesMark Macaluso(980) 378-6258(704) 627-6118Stacey.Jones@honeywell.com Mark.Macaluso@honeywell.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/honeywell-announces-commencement-of-cash-tender-offers-to-purchase-up-to-3-750-000-000-aggregate-purchase-price-of-dollar-denominated-securities-and-up-to-1-250-000-000-aggregate-purchase-price-of-euro-denominated-securities-302706733.htmlSOURCE Honeywell
Original: HONEYWELL ANNOUNCES COMMENCEMENT OF CASH TENDER OFFERS TO PURCHASE UP TO $3,750,000,000 AGGREGATE PURCHASE PRICE OF DOLLAR-DENOMINATED SECURITIES AND UP TO €1,250,000,000 AGGREGATE PURCHASE PRICE OF EURO-DENOMINATED SECURITIES
US Market News
3月前
Honeywell Announces Filing of Form 10 Registration Statement for Planned Spin-Off of Honeywell AerospaceMarch 3, 2026 7:05 AM
PR Newswire (US)
Honeywell Aerospace will be one of the largest publicly listed pure-play aerospace and defense companies, leading the industry towards greater electrification, autonomy, and safety with a comprehensive portfolio of mission-critical, integrated systems across end markets Filing represents significant milestone toward Honeywell Aerospace becoming an independent public company in the third quarter of 2026 Investor Day presentation scheduled for June 3, 2026, in Phoenix, Arizona, during which management will provide details on its value creation strategy and financial outlookCHARLOTTE, N.C., March 3, 2026 /PRNewswire/ -- Honeywell (Nasdaq: HON) today announced the filing of its Form 10 registration statement ("Form 10") with the U.S. Securities and Exchange Commission ("SEC") for the planned spin-off of Honeywell Aerospace, which will trade on the Nasdaq under the ticker "HONA." A copy of the Form 10 is available on the SEC website as well as Honeywell's Investor Relations website.
"Today's Form 10 filing reflects the strong progress we are making toward the launch of Honeywell Aerospace as an industry-leading, independent aerospace and defense company. With a highly accomplished, purpose-built leadership team and a unique combination of platform positions across commercial air transport, business aviation, and defense and space markets, we are confident Honeywell Aerospace is well-prepared to stand on its own," said Vimal Kapur, Chairman and CEO of Honeywell. "As we continue to advance our portfolio transformation, we are sharpening both companies' strategic focus, enhancing organizational agility, and aligning capital allocation to drive growth and create long-term shareholder value.""Honeywell Aerospace continues to build momentum as we approach our public debut in the third quarter," said Jim Currier, President and CEO of Honeywell Aerospace. "As a premier provider of mission-critical systems leading towards greater electrification, autonomy, and safety, Honeywell Aerospace is well-positioned to capitalize on resilient travel demand, growing global defense budgets, and our record backlog. Our 'develop once, deploy everywhere' innovation strategy, supported by a scalable technology development platform and an ongoing commitment to operational excellence, enables us to power current and next-gen aerospace and defense platforms. With our leading margins, strong investment grade credit rating, and robust free cash flow generation, we are poised to unlock significant value for our customers, employees, and shareholders, underpinned by disciplined, focused capital allocation."Highlights from the Form 10
The Form 10 introduces Honeywell Aerospace, which will:Extend its leadership in attractive end markets with key platform positions across Commercial Air Transport, Business Aviation, and Defense and Space, generating net sales1 of $17.4 billion, pro forma net income of $1.5 billion, and pro forma Adjusted EBIT2,3 of $4.3 billion in 2025;Execute an innovation-led growth strategy enhancing the efficiency, safety, and connectivity of customers' active fleets, prioritizing new systems, RMUs (retrofits, modifications and upgrades) and breakthrough initiatives that increase content on current generation platforms, support next generation platforms, enable access to new markets, and increase aftermarket opportunities; andDeliver strong organic growth, profit and cash flow enabled by a highly differentiated operating system that creates a culture of continuous improvement, operational excellence, and disciplined execution, improving visibility and consistency across the supply chain.Honeywell Aerospace will be organized into three operating segments.Electronic Solutions (ES), $6.8 billion of 2025 net sales, provides integrated avionics, navigation and sensors, electromagnetic defense and high-performance space solutions.Engines & Power Systems (E&PS), $5.4 billion of 2025 net sales1, supplies propulsion systems, auxiliary power units and electric power solutions.Control Systems (CS), $5.2 billion of 2025 net sales, delivers mission-critical thermal management and motion control systems that enable flight, life support, and safety across all forms of aircraft.______________________1 Net sales for Honeywell Aerospace was reduced by $312 million, all within the E&PS segment, due to the Q4 2025 Flexjet-related litigation matters.2 See additional information at the end of this release regarding this non-GAAP financial measure.3 2025 pro forma Adjusted EBIT incorporates incremental costs of $202 million versus historical Form 10 Adjusted EBIT, including $150 million related to the trademark license agreement, $33 million pursuant to the transition services agreement, $16 million for executive compensation arrangements, and $3 million of pension service costs. It does not include $68 million of management adjustments for additional estimated standalone costs for recurring and ongoing corporate functions.Honeywell Aerospace Investor Day
Honeywell Aerospace will host an Investor Day on June 3, 2026, in Phoenix, Arizona. Over the course of the event, members of the leadership team will provide details on Honeywell Aerospace's business strategy, future growth prospects, and financial model.A live webcast of the event, along with related presentation materials, will be available through the Investor Relations section of Honeywell's website at http://www.honeywell.com/investor.Additional Information
Honeywell Aerospace's common stock is expected to be listed on the Nasdaq Stock Exchange under the ticker symbol "HONA." In November 2025, Honeywell announced Honeywell Aerospace's CEO and Board Chair who bring extensive leadership experience and complementary industry expertise. Then in January 2026, Honeywell announced Honeywell Aerospace's CFO and business unit leaders each of whom brings the skills, operational experience and deep customer focus needed to execute the strategy and drive continued growth as a pure play aerospace business. The planned spin-off of Honeywell Aerospace is expected to be completed in a manner that is tax-free for Honeywell shareholders for U.S. federal income tax purposes (other than any cash that Honeywell shareowners receive in lieu of fractional shares). Investors, media, and the general public are invited to learn more about the pending spin-off at Honeywell's Investor Relations website. Future updates to the Form 10 will be filed with the SEC and may be viewed at https://www.sec.gov filings under Honeywell Aerospace's name, Honeywell Aerospace Inc. The Form 10 filed on March 3, 2026, is subject to change prior to the effective date.About Honeywell
Honeywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology, that help make the world smarter and safer as well as more secure and sustainable. For more news and information on Honeywell, please visit www.honeywell.com/newsroom.Additional Information
Honeywell uses our Investor Relations website, www.honeywell.com/investor, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.Forward-looking Statements
We describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. Some of the important factors that could cause Honeywell's or Honeywell Aerospace's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of Honeywell to effect the spin-off transaction described above and to meet the conditions related thereto; (ii) the possibility that the spin-off transaction will not be completed within the anticipated time period or at all; (iii) the possibility that the spin-off transaction will not achieve its intended benefits; (iv) the impact of the spin-off transaction on Honeywell's and Honeywell Aerospace's businesses and the risk that the spin-off transaction may be more difficult, time-consuming or costly than expected, including the impact on their resources, systems, procedures and controls, diversion of management's attention and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the spin-off transaction; (vi) the uncertainty of the expected financial performance of Honeywell or Honeywell Aerospace following completion of the spin-off transaction; (vii) negative effects of the announcement or pendency of the spin-off transaction on the market price of Honeywell's securities and/or on the financial performance of Honeywell or Honeywell Aerospace; (viii) the ability to achieve anticipated capital structures in connection with the spin-off transaction, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated credit ratings in connection with the spin-off transaction; (x) the ability to achieve anticipated tax treatments in connection with the spin-off transaction and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; and (xi) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the spin-off transaction and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K and other filings with the SEC. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.Non-GAAP Financial Measure
This release contains pro forma Adjusted EBIT, a financial measure presented on a non-GAAP basis.Management believes that, when considered together with reported amounts, this measure is useful to investors and management in understanding Honeywell Aerospace's ongoing operations and in the analysis of ongoing operating trends. This measure should be considered in addition to, and not as a replacement for, the most comparable GAAP measure. Refer to the Appendix attached to this release for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.AppendixNon-GAAP Financial MeasureThe following information provides the definition and reconciliation of the non-GAAP financial measure presented in this press release to which this reconciliation is attached to the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (GAAP).Management believes that, when considered together with reported amounts, this measure is useful to investors and management in understanding Honeywell Aerospace's ongoing operations and in the analysis of ongoing operating trends. This measure should be considered in addition to, and not as a replacement for, the most comparable GAAP measure. Other companies may calculate this non-GAAP measure differently, limiting the usefulness of this measure for comparative purposes.Management does not consider this non-GAAP measure in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitations of this non-GAAP financial measure is that it excludes significant expenses and income that are required by GAAP to be recognized in the combined financial statements. In addition, it is subject to inherent limitations as it reflects the exercise of judgments by management about which expenses and income are excluded or included in determining this non-GAAP financial measure. Investors are urged to review the reconciliation of the non-GAAP financial measure to the comparable GAAP financial measures and not to rely on any single financial measure to evaluate Honeywell Aerospace's business.Honeywell AerospaceReconciliation of Pro Forma Net Income to Pro Forma Adjusted EBIT (Unaudited)(Dollars in millions)
Year EndedDecember 31, 2025Pro forma net income$ 1,479Income tax expense567Amortization of acquisition-related intangibles152Stock compensation expense287Environmental remediation expense3389Transaction costs4831Interest and other financial charges859Other, net5(381)Flexjet-related litigation settlement6373Pro forma adjusted EBIT7$ 4,2561
Included in Cost of products and services sold and Selling, general and administrative expenses.2
Included in Selling, general and administrative expenses.3
Included in Cost of products and services sold and Other expense, net.4
Included in Selling, general and administrative expenses and Other expense, net.5
Includes pension income (expense), repositioning charges, and other expenses.6
Litigation matter considered unusual, infrequent and not indicative of future performance. Amounts included in Net sales and Cost of services sold.7
Pro forma adjusted EBIT excludes $68 million of management adjustments for additional estimated standalone recurring and ongoing costs for corporate functions.We define pro forma adjusted EBIT as pro forma net income excluding taxes, interest, amortization of acquisition-related intangibles, stock compensation expense, environmental remediation expense, pension income (expense), repositioning and other charges, transaction costs, other items within Other expense, net, and other items that are unusual or non-recurring in nature, including but not limited to impairment charges and litigation charges (e.g., comprehensive settlement related to Flexjet litigation). We believe this measure is useful to investors as it provides greater transparency with respect to supplemental information used by management in its financial and operational decision making, as well as understanding ongoing operating trends.Honeywell Contacts:
MediaInvestor RelationsStacey JonesMark Macaluso(980) 378-6258(704) 627-6118Stacey.Jones@honeywell.comMark.Macaluso@honeywell.com
Honeywell Aerospace Contacts:
MediaInvestor RelationsBrian GraceSean Meakim(602) 897-0205(704) 627-6200Brian.Grace@honeywell.comSean.Meakim@honeywell.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/honeywell-announces-filing-of-form-10-registration-statement-for-planned-spin-off-of-honeywell-aerospace-302702394.htmlSOURCE Honeywell
Original: Honeywell Announces Filing of Form 10 Registration Statement for Planned Spin-Off of Honeywell Aerospace
US Market News
4月前
HONEYWELL REPORTS FOURTH QUARTER 2025 RESULTS, WITH ADJUSTED SALES AND ADJUSTED EARNINGS ABOVE HIGH END OF GUIDANCE; ISSUES 2026 OUTLOOKJanuary 29, 2026 6:00 AM
PR Newswire (US)
Fourth Quarter Sales of $9.8 Billion, Up 6%, Adjusted Sales1 of $10.1 Billion, Up 10%, Up 11% Organic1Fourth Quarter GAAP Earnings Per Share (EPS) of $0.49 and Adjusted EPS1 of $2.59Fourth Quarter Orders Up 23% Organically, Driving Backlog to Over $37 BillionExpect 2026 Adjusted EPS2,3 of $10.35 - $10.65, Up 6% - 9%Honeywell Aerospace Spin-Off Now Expected in Third Quarter 2026; Leadership Team AnnouncedCHARLOTTE, N.C., Jan. 29, 2026 /PRNewswire/ -- Honeywell (NASDAQ: HON) today announced results for the fourth quarter and full year 2025 and issued its outlook for 2026. The company also provided an update on anticipated timing for the spin-off of Honeywell Aerospace into an independent publicly traded company, now expected to be completed in the third quarter of 2026, ahead of the company's prior expectations.
Fourth-quarter sales growth was driven primarily by strong demand in the Aerospace and Building Automation segments. Orders grew 23% organically, led by double-digit growth in Aerospace Technologies and Energy and Sustainability Solutions (ESS), which drove a 4% sequential increase in backlog to over $37 billion.Operating income decreased 35% and operating margin contracted 640 basis points to 10.2% primarily due to a one-time impairment charge related to the classification of the Productivity Solutions and Services (PSS) and Warehouse and Workflow Solutions (WWS) businesses as assets held for sale, and a one-time charge within the Aerospace Technologies segment related to the previously disclosed Flexjet-related litigation matters in the fourth quarter of 2025. Excluding these charges and other items, adjusted segment profit1 increased 23%, or 2% excluding the impact of the Bombardier agreement ("BBD") signed in the fourth quarter of 20244, to $2.3 billion led by growth in Aerospace Technologies and Building Automation, driving adjusted segment margin1 expansion of 240 basis points (or margin contraction of 70 basis points ex. BBD4) to 22.8%.EPS for the fourth quarter of $0.49 was down 72% primarily driven by the aforementioned one-time charges. Excluding these charges and other items, adjusted EPS1 of $2.59 was up 17%, or down 3% ex. BBD4, driven by higher adjusted segment profit and a lower share count, partially offset by a higher effective tax rate. Finally, operating cash flow was $1.2 billion, down 38%, and free cash flow1,5 was $2.5 billion, up 48%, or up 13% ex. BBD4.For the full year, reported sales increased 8% and adjusted sales increased 9%, with organic sales1 up 7% (or 6% organically ex. BBD4), exceeding the high end of original full year guidance by 2 points. Operating income decreased 6% and operating margin contracted 250 basis points, while adjusted segment profit1 grew 11% (or 6% ex. BBD4) with adjusted segment margin1 expansion of 40 basis points (or contraction of 40 basis points ex. BBD4) to 22.5%. Full-year EPS was $7.57, flat year over year, and full-year adjusted EPS1 was $9.78, up 12% year over year (or 7% ex. BBD4). Operating cash flow was $6.1 billion, up 19%, and free cash flow1,5 was $5.1 billion, up 20% (or up 7% ex. BBD4).Management Commentary
"We concluded 2025 with strong results that exceeded the high end of our guidance for adjusted sales and adjusted EPS. Orders grew 23% stemming from robust demand in the Aerospace Technologies and Energy and Sustainability Solutions segments, including from our LNG acquisition that closed last year. As a result, we exited 2025 with a record backlog of over $37 billion which positions us well for 2026," said Vimal Kapur, chairman and CEO of Honeywell.Kapur added, "During the quarter, we also made considerable progress on our portfolio optimization, with the spin off of Solstice Advanced Materials complete. Building on this momentum, we now expect the separation of our automation and aerospace businesses to be completed in the third quarter of 2026. In preparation, this quarter we established our go-forward segment structure for Honeywell, built on complementary business models that will drive cross-portfolio synergies and accelerate profitable growth over the long term, and announced the leadership team for Honeywell Aerospace. These actions all marked critical steps in our simplification journey. With strong management teams and clear strategies in place for both automation and aerospace, we are confident in our ability to deliver on our 2026 commitments," concluded Kapur.Table 1: Summary of Honeywell Financial Results
(Dollars in millions, except per share amounts)
4Q 2025
4Q 2024
ChangeSales
$9,758
$9,169
6 %Organic1 Growth
11 %Adjusted Sales1
$10,070
$9,169
10 %Operating Income
$996
$1,521
(35) %Operating Income Margin
10.2 %
16.6 %
-640 bpsSegment Profit1
$1,919
$1,867
3 %Segment Margin1
19.7 %
20.4 %
-70 bpsAdjusted Segment Profit1
$2,292
$1,867
23 %Adjusted Segment Margin1
22.8 %
20.4 %
240 bpsEarnings Per Share - Continuing Operations
$0.49
$1.74
(72) %Adjusted Earnings Per Share1
$2.59
$2.22
17 %Cash Flow from Operations - Continuing Operations
$1,241
$1,998
(38) %Free Cash Flow1,5
$2,512
$1,697
48 %
FY 2025
FY 2024
ChangeSales
$37,442
$34,717
8 %Organic1 Growth
7 %Adjusted Sales1
$37,754
$34,717
9 %Operating Income
$6,044
$6,449
(6) %Operating Income Margin
16.1 %
18.6 %
-250 bpsSegment Profit1
$8,127
$7,667
6 %Segment Margin1
21.7 %
22.1 %
-40 bpsAdjusted Segment Profit1
$8,500
$7,667
11 %Adjusted Segment Margin1
22.5 %
22.1 %
40 bpsEarnings Per Share - Continuing Operations
$7.57
$7.58
— %Adjusted Earnings Per Share1
$9.78
$8.73
12 %Cash Flow from Operations - Continuing Operations
$6,075
$5,112
19 %Free Cash Flow1,5
$5,102
$4,241
20 %Aerospace Technologies sales for the fourth quarter grew 21% organically1 year over year, or 11% excluding the impact of the prior year's Bombardier agreement4, led by ongoing strength in commercial aftermarket and defense and space. Commercial aftermarket sales1 increased 13% organically with double-digit growth in both business jet and air transport end markets. Defense and space sales rose 10% driven by sustained elevated global demand. Commercial original equipment growth accelerated from the prior quarter, supported by higher output from an improving supply chain. Orders and backlog both increased at a strong double-digit rate compared to the previous year. Adjusted segment margin1 expanded 620 basis points to 26.5% as a result of the impact of the prior year's Bombardier agreement4. Excluding this prior year impact, adjusted segment margin1 declined 60 basis points as commercial excellence and volume leverage were more than offset by cost inflation.Industrial Automation sales for the fourth quarter grew 1% year over year on an organic basis1 and 4% sequentially. Growth was driven by WWS, up 5% on steady conversion of our robust pipeline, continued strength in sensing, up 3% on strong tailwinds in industrial and aerospace and defense end markets, and a return to growth of 1% in PSS, which also delivered double-digit orders growth. Process solutions sales were flat on an organic basis, as strength in aftermarket services was offset by declines in measurement and controls products. Segment margin contracted 120 basis points year over year to 18.4% driven by cost inflation, partially offset by commercial excellence and benefit from the personal protective equipment (PPE) sale. Beginning in 2026, the core Process Solutions business will be reported as part of Process Automation and Technology (PA&T).Building Automation sales for the fourth quarter increased 8% organically1 year over year. Building solutions grew 9%, led by double-digit growth in services and building products grew 8%, highlighted by continued strength in North America and the Middle East. Orders increased both year over year and sequentially, driven by demand across both building solutions and building products. Segment margin expanded 20 basis points from the prior year to 27.0%, supported by commercial excellence and volume leverage partially offset by inflation.Energy and Sustainability Solutions sales for the fourth quarter decreased 7% organically1 year over year, driven by demand softness in petrochemical catalysts. Orders growth continued in UOP, led by strong demand in LNG and robust double-digit growth in refining and petrochemicals projects. Segment margin contracted 300 basis points to 23.7% driven by unfavorable mix from lower catalyst volumes and cost inflation. The advanced materials (AM) business is excluded from the ESS reportable business segment in the fourth quarter and full-year 2025 results following the spin-off of Solstice Advanced Materials and subsequent classification of AM as discontinued operations. Beginning in 2026, the businesses in ESS will be reported as part of Process Automation and Technology (PA&T).Table 2: Summary of Segment Financial Results
(Dollars in millions)
AEROSPACE TECHNOLOGIES
FY 2025
FY 2024
ChangeSales
17,510
15,458
13 %Organic1 Growth
12 %Segment Profit
4,284
3,988
7 %Segment Margin
24.5 %
25.8 %
-130 bpsAdjusted Segment Profit1
4,657
3,988
17 %Adjusted Segment Margin1
26.1 %
25.8 %
30 bps
4Q 2025
4Q 2024
Sales
4,520
3,986
13 %Organic1 Growth
21 %Segment Profit
909
811
12 %Segment Margin
20.1 %
20.3 %
-20 bpsAdjusted Segment Profit1
1,282
811
58 %Adjusted Segment Margin1
26.5 %
20.3 %
620 bpsINDUSTRIAL AUTOMATION
FY 2025
FY 2024
ChangeSales
9,401
10,051
(6) %Organic1 Growth
— %Segment Profit
1,743
1,962
(11) %Segment Margin
18.5 %
19.5 %
-100 bps
4Q 2025
4Q 2024
Sales
2,369
2,566
(8) %Organic1 Growth
1 %Segment Profit
435
503
(14) %Segment Margin
18.4 %
19.6 %
-120 bpsBUILDING AUTOMATION
FY 2025
FY 2024
ChangeSales
7,367
6,540
13 %Organic1 Growth
8 %Segment Profit
1,953
1,681
16 %Segment Margin
26.5 %
25.7 %
80 bps
4Q 2025
4Q 2024
Sales
1,971
1,798
10 %Organic1 Growth
8 %Segment Profit
532
482
10 %Segment Margin
27.0 %
26.8 %
20 bpsENERGY AND SUSTAINABILITY SOLUTIONS
FY 2025
FY 2024
ChangeSales
3,134
2,644
19 %Organic1 Growth
(1) %Segment Profit
692
615
13 %Segment Margin
22.1 %
23.3 %
-120 bps
4Q 2025
4Q 2024
Sales
892
814
10 %Organic1 Growth
(7) %Segment Profit
211
217
(3) %Segment Margin
23.7 %
26.7 %
-300 bps2026 Outlook
Honeywell also announced its outlook for 2026. The company expects sales of $38.8 billion to $39.8 billion with organic1 sales growth in the range of 3% to 6%. Segment margin2 is expected to be 22.7% to 23.1%, with segment margin2,6 expansion of 20 to 60 basis points. Adjusted earnings per share3 is expected to be $10.35 to $10.65, up 6% to 9%. The company expects operating cash flow of $4.7 billion to $5.0 billion. Free cash flow1,5 is expected to be $5.3 billion to $5.6 billion, representing growth of 4% to 10% for the full year. A summary of the company's 2026 guidance can be found below. The company's outlook includes full-year expected results for Aerospace, PSS, and WWS, and does not incorporate the pending acquisition of Johnson Matthey's Catalyst Technologies business.Table 3: Full-Year 2026 Guidance2
Sales
$38.8B - $39.8BOrganic1 Growth
3% - 6%Segment Margin
22.7% - 23.1%Expansion6
Up 20 - 60 bpsAdjusted Earnings Per Share3
$10.35 - $10.65Adjusted Earnings Growth3
6% - 9%Operating Cash Flow
$4.7B - $5.0BFree Cash Flow1,5
$5.3B - $5.6BFree Cash Flow1,5 Growth
4% - 10%
1
See additional information at the end of this release regarding non-GAAP financial measures.2
Segment margin and adjusted EPS are non-GAAP financial measures. Management cannot reliably predict or estimate, without unreasonable effort, the impact and timing on future operating results arising from items excluded from segment margin or adjusted EPS. We therefore, do not present a guidance range, or a reconciliation to, the nearest GAAP financial measures of operating margin or EPS.3
Adjusted EPS and adjusted EPS V% guidance excludes items identified in the non-GAAP reconciliation of adjusted EPS at the end of this release, and any potential future one-time items that we cannot reliably predict or estimate such as pension mark-to-market.4
4Q24 financial results include impact of the BBD announced on December 2, 2024, resulting in a reduction to Sales of $0.4B, Net Income of $0.3B, and Cash Flow of $0.5B.5
With respect to historical periods, free cash flow adjusts for capital expenditures, spin-off and separation-related cost payments, Resideo indemnification and reimbursement agreement termination payment, cash payment for settlement of the divestiture of asbestos liabilities, and cash payment for settlement of Flexjet-related litigation matters. With respect to the company's outlook for 2026, free cash flow adjusts for capital expenditures, spin-off and separation-related cost payments, and cash payment for settlement of Flexjet-related litigation matters.6
Segment margin expansion as compared to Adjusted segment margin in 2025.Portfolio Transformation
In the fourth quarter, Honeywell took steps to further optimize its portfolio and operations ahead of the planned separation of its automation and aerospace businesses now expected in the third quarter of 2026. On October 30, 2025, the company completed the spin-off of Solstice Advanced Materials, now trading on the Nasdaq Stock Market under the ticker 'SOLS' and, as a result, began reporting its AM business unit as discontinued operations. In November, the company announced the appointment of Jim Currier as President and CEO of Honeywell Aerospace and Craig Arnold as Chairman of the Honeywell Aerospace Board of Directors upon separation. In January 2026, the company announced Josh Jepsen as CFO of Honeywell Aerospace and made numerous other leadership appointments. In addition, following the strategic alternatives review completed in the fourth quarter, PSS and WWS businesses have been classified as held for sale. The intended sale allows Honeywell to focus on its core areas of automation expertise which are exposed to long-term secular growth drivers that further position the company as a global automation leader.Settlement of Flexjet-Related Litigation Matters
On January 21, 2026, Honeywell and Flexjet announced that they have reached a comprehensive agreement to resolve their pending litigation and look forward to rebuilding the parties' commercial partnership. The agreement will resolve in full all pending claims among and between the parties, as well as related litigation involving StandardAero and Duncan Aviation. Simultaneously, and as a partial consideration for the resolution of the litigation, Honeywell and Flexjet have agreed to extend their aircraft engine maintenance through 2035. Honeywell and Flexjet look forward to working collaboratively going forward.Conference Call Details
Honeywell will discuss its fourth-quarter results and full-year 2026 guidance during an investor conference call starting at 8:30 a.m. Eastern Standard Time today. A live webcast of the investor call as well as related presentation materials will be available through the Investor Relations section of the company's website (www.honeywell.com/investor). A replay of the webcast will be available for 30 days following the presentation.About Honeywell
Honeywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology that help make the world smarter and safer as well as more sustainable. For more news and information on Honeywell, please visit www.honeywell.com/newsroom. Honeywell uses our Investor Relations website, www.honeywell.com/investor, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.We describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including statements related to the proposed separation of Automation and Aerospace Technologies and the planned sale of the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses. Forward-looking statements are those that address activities, events, or developments that we or our management intend, expect, project, believe, or anticipate will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control, including Honeywell's current expectations, estimates, and projections regarding the proposed separation of Automation and Aerospace Technologies and the planned sale of the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses. They are not guarantees of future performance, and actual results, developments, and business decisions may differ significantly from those envisaged by our forward-looking statements, including the proposed separation of Automation and Aerospace Technologies and the planned sale of the Productivity Solutions and Services and Warehouse and Workflow Solutions businesses, and the anticipated benefits of each. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K, and our other filings with the Securities and Exchange Commission. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.This release contains financial measures presented on a non-GAAP basis. Honeywell's non-GAAP financial measures used in this release are as follows:Segment profit, on an overall Honeywell basis;Segment profit margin, on an overall Honeywell basis;Adjusted segment profit, on an overall Honeywell basis;Adjusted segment profit margin, on an overall Honeywell basis;Aerospace Technologies adjusted segment profit;Aerospace Technologies adjusted segment profit margin;Organic sales growth;Adjusted net sales;Free cash flow; andAdjusted earnings per share.Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our ongoing operations and in the analysis of ongoing operating trends. These measures should be considered in addition to, and not as replacements for, the most comparable GAAP measure. Certain measures presented on a non-GAAP basis represent the impact of adjusting items net of tax. The tax-effect for adjusting items is determined individually and on a case-by-case basis. Refer to the Appendix attached to this release for reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures. As indicated herein, certain forward-looking non-GAAP financial measures are not reconciled because management cannot reliably predict or estimate certain items for the reasons specified herein with respect to each non-GAAP financial measure.Honeywell International Inc.
Consolidated Statement of Operations (Unaudited)
(Dollars in millions, except per share amounts)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024Product sales$ 6,351
$ 6,138
$ 24,515
$ 22,841Service sales3,407
3,031
12,927
11,876Net sales9,758
9,169
37,442
34,717Costs, expenses and other
Cost of products sold14,360
4,252
16,153
15,017Cost of services sold11,928
1,552
7,460
6,343Total Cost of products and services sold6,288
5,804
23,613
21,360Research and development expenses465
405
1,812
1,454Selling, general and administrative expenses11,501
1,345
5,450
5,235Impairment of goodwill288
—
288
—Impairment of assets held for sale220
94
235
219Other (income) expense—
(104)
(1,247)
(843)Interest and other financial charges376
289
1,344
1,048Total costs, expenses and other9,138
7,833
31,495
28,473Income from continuing operations before taxes620
1,336
5,947
6,244Tax expense316
193
1,069
1,249Net income from continuing operations304
1,143
4,878
4,995Net (loss) income from discontinued operations(17)
147
304
745Net Income287
1,290
5,182
5,740Less: Net (loss) income attributable to the noncontrolling interest(8)
5
43
35Net income attributable to Honeywell$ 295
$ 1,285
$ 5,139
$ 5,705Earnings per share of common stock from continuing operations - basic$ 0.49
$ 1.76
$ 7.62
$ 7.63(Loss) earnings per share of common stock from discontinued operations - basic$ (0.03)
$ 0.22
$ 0.42
$ 1.13Earnings per share of common stock - basic$ 0.46
$ 1.98
$ 8.04
$ 8.76Earnings per share of common stock from continuing operations - assuming dilution$ 0.49
$ 1.74
$ 7.57
$ 7.58(Loss) earnings per share of common stock from discontinued operations - assuming dilution$ (0.03)
$ 0.22
$ 0.42
$ 1.13Earnings per share of common stock - assuming dilution$ 0.46
$ 1.96
$ 7.99
$ 8.71Weighted average number of shares outstanding - basic635.2
650.6
639.0
650.9Weighted average number of shares outstanding - assuming dilution638.6
654.8
642.8
655.3
1
Cost of products and services sold and selling, general and administrative expenses include amounts for repositioning and other charges, the service cost component of pension and other postretirement (income) expense, and stock compensation expense. Honeywell International Inc.
Segment Data (Unaudited)
(Dollars in millions)
Three Months Ended
December 31,
Twelve Months Ended
December 31,Net Sales2025
2024
2025
2024Aerospace Technologies$ 4,520
$ 3,986
$ 17,510
$ 15,458Industrial Automation2,369
2,566
9,401
10,051Building Automation1,971
1,798
7,367
6,540Energy and Sustainability Solutions892
814
3,134
2,644Corporate and all other6
5
30
24Total Net sales$ 9,758
$ 9,169
$ 37,422
$ 34,717 Reconciliation of Segment Profit to Income Before Taxes
Three Months Ended
December 31,
Twelve Months Ended
December 31,Segment Profit2025
2024
2025
2024Aerospace Technologies$ 909
$ 811
$ 4,284
$ 3,988Industrial Automation435
503
1,743
1,962Building Automation532
482
1,953
1,681Energy and Sustainability Solutions211
217
692
615Corporate and All Other(168)
(146)
(545)
(579)Total Segment profit1,919
1,867
8,127
7,667Interest and other financial charges(376)
(289)
(1,344)
(1,048)Interest income1111
102
369
430Amortization of acquisition-related intangibles2(163)
(139)
(570)
(411)Impairment of goodwill(288)
—
(288)
—Impairment of assets held for sale(220)
(94)
(235)
(219)Stock compensation expense3(50)
(39)
(196)
(189)Pension ongoing income4156
163
544
591Pension mark-to-market expense4(149)
(126)
(163)
(126)Other postretirement income44
(2)
15
11Repositioning and other charges5,6(119)
(53)
167
(239)Other income (expense)7(205)
(54)
(479)
(223)Income before taxes$ 620
$ 1,336
$ 5,947
$ 6,244
1
Amounts included in Other (income) expense.2
Amounts included in Cost of products and services sold.3
Amounts included in Selling, general and administrative expenses.4
Amounts included in Cost of products and services sold (service cost component), Selling, general and administrative expenses (service cost component), Research and development expenses (service cost component) and Other (income) expense (non-service cost component).5
Amounts included in Cost of products and services sold, Selling, general and administrative expenses, and Other income (expense).6
Includes repositioning, asbestos, and environmental expenses.7
Amounts include the other components of Other income/expense not included within other categories in this reconciliation. Equity income (loss) of affiliated companies is included in segment profit. Honeywell International Inc.
Consolidated Balance Sheet (Unaudited)
(Dollars in millions)
December 31, 2025
December 31, 2024ASSETS
Current assets:
Cash and cash equivalents$ 12,487
$ 9,906Short-term investments443
386Accounts receivable—net7,621
7,247Inventories6,162
5,884Assets held for sale2,932
1,365Other current assets1,182
1,259 Current assets of discontinued operations—
1,861Total current assets30,827
27,908Investments and long-term receivables1,404
1,230Property, plant and equipment—net4,629
4,457Goodwill21,079
21,019Other intangible assets—net6,736
6,621Deferred income taxes193
235Other assets9,247
10,556Assets of discontinued operations—
3,170Total assets74,115
75,196LIABILITIES
Current liabilities:
Accounts payable$ 6,315
$ 6,109Commercial paper and other short-term borrowings5,893
4,273Current maturities of long-term debt1,546
1,325Accrued liabilities8,462
8,055Current liabilities of discontinued operations—
1,086Liabilities held for sale1,200
408Total current liabilities23,416
21,256Long-term debt27,141
25,440Deferred income taxes1,599
1,581Postretirement benefit obligations other than pensions111
112Asbestos related liabilities—
1,325Other liabilities6,408
5,581Liabilities of discontinued operations—
740Redeemable noncontrolling interest—
7Shareowners' equity15,440
19,154Total liabilities, redeemable noncontrolling interest and shareowners' equity$ 74,115
$ 75,196 Honeywell International Inc.
Consolidated Statement of Cash Flows (Unaudited)(Dollars in millions)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024Cash flows from operating activities
Net income$ 287
$ 1,290
$ 5,182
$ 5,740Less: Net (loss) income from discontinued operations(17)
147
304
745Net income from continuing operations304
1,143
4,878
4,995Adjustments to reconcile net income from continuing operations to net cash provided by
operating activities
Depreciation134
126
546
493Amortization233
205
842
659Loss (gain) on sale of non-strategic businesses and assets(11)
1
18
1Impairment of goodwill288
—
288
—Impairment of assets held for sale220
94
235
219Repositioning and other (gains) charges116
50
(167)
239Net payments for repositioning and other charges(99)
(141)
(378)
(470)Resideo indemnification and reimbursement agreement termination payment—
—
1,590
—Asbestos liabilities divestiture payment(1,428)
—
(1,428)
—Pension and other postretirement income(7)
(34)
(396)
(477)Pension and other postretirement benefit payments(7)
(7)
(20)
(32)Stock compensation expense50
40
196
189Deferred income taxes25
(183)
79
(229)Other565
30
144
(191)Changes in assets and liabilities, net of the effects of acquisitions and divestitures
Accounts receivable167
78
(825)
(129)Inventories(182)
(52)
(636)
(286)Other current assets(116)
29
(233)
(111)Accounts payable402
192
724
78Accrued liabilities775
208
1,325
233Income Taxes(188)
219
(707)
(69)Net cash provided by operating activities - continuing operations1,241
1,998
6,075
5,112Net cash (used for) provided by operating activities - discontinued operations(37)
283
333
985Net cash provided by (used for) operating activities1,204
2,281
6,408
6,097Cash flows from investing activities
Capital expenditures(306)
(301)
(986)
(871)Proceeds from disposals of property, plant and equipment31
—
31
—Increase in investments(438)
(379)
(1,503)
(1,077)Decrease in investments421
306
1,469
870(Payments) receipts from settlements of derivative contracts4
344
(399)
94Cash paid for acquisitions, net of cash acquired(11)
(1,833)
(2,211)
(8,880)Proceeds from sales of businesses, net of fees paid—
—
1,157
—Net cash used for investing activities - continuing operations(299)
(1,863)
(2,442)
(9,864)Net cash used for investing activities - discontinued operations(44)
(92)
(269)
(293)Net cash used for investing activities(343)
(1,955)
(2,711)
(10,157)Cash flows from financing activities
Proceeds from issuance of commercial paper and other short-term borrowings5,126
4,322
24,297
13,838Payments of commercial paper and other short-term borrowings(6,104)
(3,101)
(22,815)
(11,578)Proceeds from issuance of common stock97
188
237
537Proceeds from issuance of long-term debt—
1
4,035
10,408Payments of long-term debt(1,354)
(431)
(2,909)
(1,812)Repurchases of common stock(100)
(455)
(3,804)
(1,655)Cash dividends paid(762)
(741)
(2,976)
(2,902)Pre-separation funding1,962
—
1,962
—Spin-off cash(449)
—
(449)
—Other271
(2)
469
3Net cash (used for) provided by financing activities(1,313)
(219)
(1,953)
6,839Effect of foreign exchange rate changes on cash and cash equivalents9
(184)
176
(137)Net (decrease) increase in cash and cash equivalents(443)
(77)
1,920
2,642Cash and cash equivalents at beginning of period12,930
10,644
10,567
7,925Cash and cash equivalents at end of period$ 12,487
$ 10,567
$ 12,487
$ 10,567 AppendixNon-GAAP Financial MeasuresThe following information provides definitions and reconciliations of certain non-GAAP financial measures presented in this press release to which this reconciliation is attached to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP).Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our ongoing operations and in the analysis of ongoing operating trends. These measures should be considered in addition to, and not as replacements for, the most comparable GAAP measure. Certain measures presented on a non-GAAP basis represent the impact of adjusting items net of tax. The tax-effect for adjusting items is determined individually and on a case-by-case basis. Other companies may calculate these non-GAAP measures differently, limiting the usefulness of these measures for comparative purposes.Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitations of these non-GAAP financial measures are that they exclude significant expenses and income that are required by GAAP to be recognized in the consolidated financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Investors are urged to review the reconciliation of the non-GAAP financial measures to the comparable GAAP financial measures and not to rely on any single financial measure to evaluate Honeywell's business.As indicated herein, certain forward-looking non-GAAP financial measures are not reconciled because management cannot reliably predict or estimate certain items for the reasons specified herein with respect to each non-GAAP financial measure.Honeywell International Inc.
Reconciliation of Organic Sales Percent Change
(Unaudited)
Three Months Ended
December 31, 2025
Twelve Months Ended
December 31, 2025Honeywell
Reported sales percent change6 %
8 %Less: Impact of divestitures to the prior period(3) %
(2) %Reported sales percent change, adjusted for impact of divestitures9 %
10 %Less: Foreign currency translation1 %
— %Less: Acquisitions1 %
4 %Less: Other1(4) %
(1) %Organic sales percent change11 %
7 %
Aerospace Technologies
Reported sales percent change13 %
13 %Less: Impact of divestitures to the prior period— %
— %Reported sales percent change, adjusted for impact of divestitures13 %
13 %Less: Foreign currency translation— %
— %Less: Acquisitions— %
3 %Less: Other1(8) %
(2) %Organic sales percent change21 %
12 %
Industrial Automation
Reported sales percent change(8) %
(6) %Less: Impact of divestitures to the prior period(11) %
(6) %Reported sales percent change, adjusted for impact of divestitures3 %
— %Less: Foreign currency translation2 %
— %Less: Acquisitions— %
— %Less: Other— %
— %Organic sales percent change1 %
— %
Building Automation
Reported sales percent change10 %
13 %Less: Impact of divestitures to the prior period— %
— %Reported sales percent change, adjusted for impact of divestitures10 %
13 %Less: Foreign currency translation2 %
— %Less: Acquisitions— %
5 %Less: Other— %
— %Organic sales percent change8 %
8 %
Energy and Sustainability Solutions
Reported sales percent change10 %
19 %Less: Impact of divestitures to the prior period— %
— %Reported sales percent change, adjusted for impact of divestitures10 %
19 %Less: Foreign currency translation— %
— %Less: Acquisitions17 %
20 %Less: Other— %
— %Organic sales percent change(7) %
(1) %
1
Includes Flexjet-related litigation matters of $312 million, which are considered to be unusual and not indicative of the Company's ongoing performance.We define organic sales percentage as the year-over-year change in reported sales relative to the comparable period, 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 measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.A quantitative reconciliation of reported sales percent change to organic sales percent change has not been provided for forward-looking measures of organic sales percent change because management cannot reliably predict or estimate, without unreasonable effort, the fluctuations in global currency markets that impact foreign currency translation, nor is it reasonable for management to predict the timing, occurrence and impact of acquisition and divestiture transactions, all of which could significantly impact our reported sales percent change.Honeywell International Inc.
Reconciliation of Net Sales to Adjusted Net Sales
(Unaudited)
(Dollars in millions)
Three Months Ended
December 31, 2025
Twelve Months Ended
December 31, 2025Honeywell
Net sales $ 9,758
$ 37,442Flexjet-related litigation matters1312
312Adjusted net sales$ 10,070
$ 37,754
Aerospace Technologies
Net sales$ 4,520
$ 17,510Flexjet-related litigation matters1312
312Adjusted net sales$ 4,832
$ 17,822
Commercial Aviation Aftermarket
Net sales$ 1,877
$ 7,777Flexjet-related litigation matters1312
312Adjusted net sales$ 2,189
$ 8,089
1
For the three and twelve months ended December 31, 2025, reflects a $312 million impact to sales due to contra revenue accounting as a result of the settlement of the Flexjet-related litigation matters.We define adjusted net sales as net sales less the sales impact of the Flexjet-related litigation matters. Management considers the nature and significance of these litigation matters to be unusual and not indicative of the Company's ongoing performance. We believe this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.Honeywell International Inc.
Reconciliation of Operating Income to Segment Profit and Adjusted Segment Profit, Calculation of Operating Income, Segment Profit, and Adjusted Segment Profit Margins
(Unaudited)
(Dollars in millions)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024Operating income$ 996
$ 1,521
$ 6,044
$ 6,449Stock compensation expense150
39
196
189Repositioning, Other2,3133
58
675
265Pension and other postretirement service costs325
16
73
61Amortization of acquisition-related intangibles4163
139
570
411Acquisition-related costs5—
—
2
25Indefinite-lived intangible asset impairment144
—
44
48Impairment of goodwill288
—
288
—Impairment of assets held for sale220
94
235
219Segment profit$ 1,919
$ 1,867
$ 8,127
$ 7,667Flexjet-related litigation matters6373
—
373
—Adjusted segment profit$ 2,292
$ 1,867
$ 8,500
$ 7,667
Operating income$ 996
$ 1,521
$ 6,044
$ 6,449÷ Net sales$ 9,758
$ 9,169
$ 37,442
$ 34,717Operating income margin %10.2 %
16.6 %
16.1 %
18.6 %Segment profit$ 1,919
$ 1,867
$ 8,127
$ 7,667÷ Net sales$ 9,758
$ 9,169
$ 37,442
$ 34,717Segment profit margin %19.7 %
20.4 %
21.7 %
22.1 %Adjusted segment profit$ 2,292
$ 1,867
$ 8,500
$ 7,667÷ Adjusted net sales10,070
9,169
37,754
34,717Adjusted segment profit margin %22.8 %
20.4 %
22.5 %
22.1 %
1
Included in Selling, general and administrative expenses.2
Includes repositioning, asbestos, environmental expenses, equity income adjustment, and other charges.3
Included in Cost of products and services sold and Selling, general and administrative expenses.4
Included in Cost of products and services sold.5
Included in Other (income) expense. Includes acquisition-related fair value adjustments to inventory and third-party transaction and integration costs.6
For the three and twelve months ended December 31, 2025, reflects a $373 million impact to segment profit as a result of the settlement of the Flexjet-related litigation matters.We define operating income as net sales less total cost of products and services sold, research and development expenses, selling, general and administrative expenses, impairment of goodwill, and impairment of assets held for sale. We define segment profit, on an overall Honeywell basis, as operating income, excluding stock compensation expense, pension and other postretirement service costs, amortization of acquisition-related intangibles, certain acquisition- and divestiture-related costs and impairments, and repositioning and other charges. We define adjusted segment profit, on an overall Honeywell basis, as segment profit excluding the segment profit impact of the Flexjet-related litigation matters. We define segment profit margin, on an overall Honeywell basis, as segment profit divided by net sales. We define adjusted segment profit margin, on an overall Honeywell basis, as adjusted segment profit divided by adjusted net sales. We believe these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.A quantitative reconciliation of operating income to segment profit, on an overall Honeywell basis, has not been provided for all forward-looking measures of segment profit and segment profit margin included herein. Management cannot reliably predict or estimate, without unreasonable effort, the impact and timing on future operating results arising from items excluded from segment profit, particularly pension mark-to-market expense as it is dependent on macroeconomic factors, such as interest rates and the return generated on invested pension plan assets. The information that is unavailable to provide a quantitative reconciliation could have a significant impact on our reported financial results. To the extent quantitative information becomes available without unreasonable effort in the future, and closer to the period to which the forward-looking measures pertain, a reconciliation of operating income to segment profit will be included within future filings.Acquisition amortization and acquisition- and divestiture-related costs are significantly impacted by the timing, size, and number of acquisitions or divestitures we complete and are not on a predictable cycle and we make no comment as to when or whether any future acquisitions or divestitures may occur. We believe excluding these costs provides investors with a more meaningful comparison of operating performance over time and with both acquisitive and other peer companies.Honeywell International Inc.
Calculations of Aerospace Technologies Adjusted Segment Profit and Adjusted Segment Profit Margin
(Unaudited)
(Dollars in millions)
Three Months Ended
December 31,
Twelve Months Ended
December 31,Aerospace Technologies2025
2024
2025
2024Segment profit$ 909
$ 811
$ 4,284
$ 3,988÷ Net sales$ 4,520
$ 3,986
$ 17,510
$ 15,458Segment profit margin %20.1 %
20.3 %
24.5 %
25.8 %
Segment profit$ 909
$ 811
$ 4,284
$ 3,988Add: Flexjet-related litigation matters1373
—
373
—Adjusted segment profit$ 1,282
$ 811
$ 4,657
$ 3,988
Net sales$ 4,520
$ 3,986
$ 17,510
$ 15,458Add: Flexjet-related litigation matters1312
—
312
—Adjusted net sales$ 4,832
$ 3,986
$ 17,822
$ 15,458
Adjusted segment profit margin %26.5 %
20.3 %
26.1 %
25.8 %
1
For the three and twelve months ended December 31, 2025, reflects a $312 million impact to sales due to contra revenue accounting and a $373 million impact to segment profit as a result of the settlement of the Flexjet-related litigation matters.We define adjusted segment profit as segment profit excluding the segment profit impact associated with the Flexjet-related litigation matters. We define adjusted net sales as sales from continuing operations less the sales impact of the Flexjet-related litigation matters. We define adjusted segment profit margin as adjusted segment profit divided by adjusted net sales. We believe these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.Honeywell International Inc.
Reconciliation of Earnings per Share to Adjusted Earnings per Share
(Unaudited)
Three Months Ended
December 31,
Twelve Months EndedDecember 31,
Twelve Months Ended
December 31,
2025
2024
2025
2024
2026EEarnings per share of common stock from continuing operations- diluted1$ 0.49
$ 1.74
$ 7.57
$ 7.58
$9.59 - $9.89Pension mark-to-market expense20.18
0.15
0.19
0.14
No ForecastAmortization of acquisition-related intangibles30.19
0.16
0.67
0.49
0.74Acquisition-related costs40.02
0.03
0.05
0.10
0.02Divestiture-related costs50.37
—
0.72
—
No ForecastRussian-related charges6—
—
—
0.03
—Indefinite-lived intangible asset impairment70.07
—
0.07
0.06
—Impairment of goodwill80.45
—
0.45
—
—Impairment of assets held for sale90.35
0.14
0.37
0.33
—Loss on sale of business10—
—
0.04
—
—Gain related to Resideo indemnification and reimbursement agreement termination11—
—
(1.25)
—
—Adjustment to estimated future environmental liabilities12—
—
0.25
—
—Loss on settlement of divestiture of asbestos liabilities13—
—
0.17
—
—Flexjet-related litigation matters140.47
—
0.48
—
—Adjusted earnings per share of common stock from continuing operations - diluted$ 2.59
$ 2.22
$ 9.78
$ 8.73
$10.35 - 10.65
1
For the three months ended December 31, 2025, and 2024, adjusted earnings per share utilizes weighted average shares of approximately 638.6 million and 654.8 million, respectively. For the twelve months ended December 31, 2025, and 2024, adjusted earnings per share utilizes weighted average shares of approximately 642.8 million and 655.3 million, respectively. For the twelve months ended December 31, 2026, expected earnings per share utilizes weighted average shares of approximately 638 million.2
For the three months ended December 31, 2025 and 2024, pension mark-to-market expense was $113 million and $95 million, net of tax benefit of $36 million and $31 million, respectively. .For the twelve months ended December 31, 2025 and 2024, pension mark-to-market expense was $123 million and $95 million, net of tax benefit of $40 million and $31 million, respectively.3
For the three months ended December 31, 2025, and 2024, acquisition-related intangibles amortization includes $124 million and $107 million, net of tax benefit of $39 million and $32 million, respectively. For the twelve months ended December 31, 2025, and 2024, acquisition-related intangibles amortization includes $432 million and $321 million, net of tax benefit of $138 million and $90 million, respectively. For the twelve months ended December 31, 2026, expected acquisition-related intangibles amortization includes approximately $470 million, net of tax benefit of approximately $110 million.4
For the three months ended December 31, 2025, and 2024, the adjustment for acquisition-related costs, which is principally comprised of third-party transaction and integration costs, is $13 million and $21 million, net of tax benefit of $4 million and $5 million, respectively. For the twelve months ended December 31, 2025, and 2024, the adjustment for acquisition-related costs, which is principally comprised of third-party transaction and integration costs and acquisition-related fair value adjustments to inventory, is $35 million and $66 million, net of tax benefit of $10 million and $17 million, respectively. For the twelve months ended December 31, 2026, the expected adjustment for acquisition-related costs, which is principally comprised of third-party transaction and integration costs, is approximately $10 million, net of tax benefit of approximately $5 million.5
For the three and twelve months ended December 31, 2025, the adjustment for divestiture-related costs, which is principally comprised of third-party transaction costs, is $237 million and $460 million, net of tax benefit of approximately $11 million and $61 million, respectively. 6
For the twelve months ended December 31, 2024, the adjustment is a $17 million expense, without tax benefit, due to the settlement of a contractual dispute with a Russian entity associated with the Company's suspension and wind down activities in Russia.7
For the three and twelve months ended December 31, 2025, the impairment charge of indefinite-lived intangible assets associated with the Industrial Automation reportable segment was $44 million, without tax benefit. For the twelve months ended December 31, 2024, the impairment charge of indefinite-lived intangible assets associated with the personal protective equipment business was $37 million, net of tax benefit of $11 million.8
For the three and twelve months ended December 31, 2025, the impairment charge of goodwill associated with the Industrial Automation reportable segment was $288 million, without tax benefit.9
For the three months ended December 31, 2025 and 2024, the impairment charge of assets held for sale was $220 million and $94 million, respectively, without tax benefit. For the twelve months ended December 31, 2025 and 2024, the impairment charge of assets held for sale was $235 million and $219 million, respectively, without tax benefit.10
For the twelve months ended December 31, 2025, the loss on sale of the personal protective equipment business is $28 million, net of tax benefit of $2 million.11
For the twelve months ended December 31, 2025, the adjustment for the gain related to the Resideo indemnification and reimbursement agreement termination was $802 million, without tax expense.12
In the twelve months ended December 31, 2025, the Company enhanced its process for estimating environmental liabilities at sites undergoing active remediation, which led to earlier recognition of the estimated probable liabilities and an increase to estimated environmental liabilities. For the twelve months ended December 31, 2025, the adjustment to increase environmental liabilities was $161 million, net of tax benefit of $50 million.13
For the twelve months ended December 31, 2025, the adjustment for loss on settlement of divestiture of asbestos liabilities was $112 million, net of tax benefit of $36 million.14
For the three and twelve months ended December 31, 2025, the adjustment for the Flexjet-related litigation matters was $302 million, net of tax benefit of $71 million. Management considers the nature and significance of these litigation matters to be unusual and not indicative of the Company's ongoing performance.
Note: Amounts may not foot due to roundingWe define adjusted earnings per share as diluted earnings per share from continuing operations adjusted to exclude various charges as listed above. We believe adjusted earnings per share is a measure that is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends. For forward-looking information, management cannot reliably predict or estimate, without unreasonable effort, the pension mark-to-market expense as it is dependent on macroeconomic factors, such as interest rates and the return generated on invested pension plan assets. The divestiture-related costs are subject to detailed development and execution of separation restructuring plans for the announced separation of Automation and Aerospace Technologies. We therefore do not include an estimate for the pension mark-to-market expense. Based on economic and industry conditions, future developments, and other relevant factors, these assumptions are subject to change.Acquisition amortization and acquisition- and divestiture-related costs are significantly impacted by the timing, size, and number of acquisitions or divestitures we complete and are not on a predictable cycle and we make no comment as to when or whether any future acquisitions or divestitures may occur. We believe excluding these costs provides investors with a more meaningful comparison of operating performance over time and with both acquisitive and other peer companies.Honeywell International Inc.
Reconciliation of Cash Provided by Operating Activities to Free Cash Flow
(Unaudited)
(Dollars in millions)
Three Months Ended December 31,
Twelve Months EndedDecember 31,
2025
2024
2025
2024Cash provided by operating activities from continuing operations$ 1,241
$ 1,998
$ 6,075
$ 5,112Capital expenditures(306)
(301)
(986)
(871)Spin-off and separation-related cost payments90
—
116
—Resideo indemnification and reimbursement agreement termination payment—
—
(1,590)
—Settlement of divestiture of asbestos liabilities1,428
—
1,428
—Settlement of Flexjet-related litigation matters59
—
59
—Free cash flow$ 2,512
$ 1,697
$ 5,102
$ 4,241We define free cash flow as cash provided by operating activities from continuing operations less cash for capital expenditures and excluding spin-off and separation-related cost payments, the Resideo indemnification and reimbursement agreement termination payment, cash payment for settlement of divestiture of asbestos liabilities, and the cash payment for settlement of Flexjet-related litigation matters.We believe that free cash flow is a non-GAAP measure that is useful to investors and management as a measure of cash generated by operations that will be used to repay scheduled debt maturities and can be used to invest in future growth through new business development activities or acquisitions, pay dividends, repurchase stock, or repay debt obligations prior to their maturities. This measure can also be used to evaluate our ability to generate cash flow from operations and the impact that this cash flow has on our liquidity.Honeywell International Inc.
Reconciliation of Expected Cash Provided by Operating Activities to Expected Free Cash Flow
(Unaudited)
Twelve Months Ended
December 31, 2026(E) ($B)Cash provided by operating activities~$4.7 - $5.0Capital expenditures~(1.3)Spin-off and separation-related cost payments~1.5Settlement of Flexjet-related litigation matters~0.4Free cash flow~$5.3 - $5.6We define free cash flow as cash provided by operating activities from continuing operations less cash for capital expenditures and excluding spin-off and separation-related cost payments, the Resideo indemnification and reimbursement agreement termination payment, the cash payment for settlement of divestiture of asbestos liabilities, and the cash payment for settlement of Flexjet-related litigation matters.We believe that free cash flow is a non-GAAP measure that is useful to investors and management as a measure of cash generated by operations that will be used to repay scheduled debt maturities and can be used to invest in future growth through new business development activities or acquisitions, pay dividends, repurchase stock, or repay debt obligations prior to their maturities. This measure can also be used to evaluate our ability to generate cash flow from operations and the impact that this cash flow has on our liquidity.Contacts:
MediaInvestor RelationsStacey JonesMark Macaluso(980) 378-6258(704) 627-6118stacey.jones@honeywell.commark.macaluso@honeywell.com
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Original: HONEYWELL REPORTS FOURTH QUARTER 2025 RESULTS, WITH ADJUSTED SALES AND ADJUSTED EARNINGS ABOVE HIGH END OF GUIDANCE; ISSUES 2026 OUTLOOK