Honeywell
Annual Report 2018

Plain-text annual report

2 0 1 8 A N N U A L R E P O R T 2018 Shareowners Letter Our 2018 financial performance was excellent with 6% organic sales growth, 60 basis points of margin expansion, 22% growth in adjusted free cash flow, and 100% adjusted free cash flow conversion. In addition, we flawlessly executed two very complex spins, resulting in the launch of two outstanding companies in Garrett and Resideo. Despite these achievements, our total shareowner return (TSR) was -8% due to the late-year volatility we saw in the stock market. It never feels good to see negative returns, although we substantially outperformed our multi-industry peers (-25% TSR) and the Industrial Select Sector SPDR ETF (XLI) (-13% TSR). Our performance in 2018 demonstrated that you can continue to depend on Honeywell to deliver regardless of how the broader market performs. The graphic below shows that Honeywell outperformed the XLI during 9 of the past 10 years, often by substantial amounts. If you are looking for results that beat the market on a consistent basis, Honeywell is a great place to invest! TSR Delta Between HON and XLI Performance 2% 12% 6% 5% 6% 1% 10% 11% 5% -5% '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 Update on Three Priorities from the 2017 Shareowners Letter In last year’s letter, I talked about three priorities for 2018: 1. Drive free cash flow and cash conversion 2. Build a software / sensor strategy into everything we develop 3. Take even bolder bets in our new product development Free cash flow and cash conversion is a strong story for Honeywell. We have driven the focus on the balance sheet with clear accountability throughout the organization, which led to enhanced cash generation in 2018 – including 100% adjusted free cash conversion – as shown in the table on the next page. While I am proud of what we have accomplished to date, we still have substantial opportunity in this area and will pursue improvements with similar rigor in 2019 and beyond. Key Cash / Working Capital Metrics, 2016-2018 Year Over Year Adjusted Free Cash Flow Growth Adjusted Free Cash Flow Conversion Working Capital Turns 2016 -1% 86% 6.6 2017 12% 89% 6.8 2018 22% 100% 7.4 Software and sensor strategies are now fully incorporated into our new product development process, and these align with the requirements from our Connected Enterprise offerings in Aircraft, Buildings, Plant, Workflow, and Cyber. Before a connected offering – either software or hardware – is approved for R&D investment, it must satisfy today’s customer needs and allow for enhancements as we anticipate future customer needs. We are proud of our new product development pipeline, which we have enhanced and expanded by focusing on creating superior value for customers while incorporating the latest technologies in the marketplace. Some examples of solutions that our customers are excited about: • An online marketplace for new and used aircraft parts powered by blockchain technology that provides traceability and transparent pricing. • Robotics solutions to deliver fully-automated warehouses. • A wireless fire alarm system for buildings enabled by mesh technology that offers ease of installation and ensures a high level of occupant safety. • Augmented reality-enabled industrial technologies that improve industrial worker proficiency and effectiveness. Progress Against Strategic Objectives We continue to hold the bar very high for ourselves in terms of achieving short- and long-term financial and strategic objectives. Even as we work to meet our current commitments, we are thinking about how to meet our commitments for the next quarter, the next year, and 10 years from now. We made substantial progress against the objectives I first outlined during our 2017 Investor Conference, as shown in the following table. Key Financial and Strategic Metrics Versus 2017 Expectations KEY OBJECTIVE 2014-2016 AVERAGE Enhance Organic Growth 1% EXPECTATION AS OUTLINED IN 2017 INVESTOR CONFERENCE Low- to Mid- Single Digits Annually 2017 2018 2018 PEER AVERAGE(1) 4% 6% 5% Continue Margin Expansion 70 basis points (bps) 30-50 bps per year 70 bps 60 bps (15) bps Year Over Year Free Cash Flow Growth Adjusted Free Cash Flow Conversion Total Shareowner Return (TSR) 9% 89% 11% Dividend Growth 14% 12% 22% 2% ~100% Adj. FCF Conversion 89% 100% 91% TSR > Peers Dividend Growth ≥ EPS Growth 35% (8%) (25%) 12% 10% (17%) The final strategic objective I introduced during the 2017 Investor Conference was our plan to more aggressively deploy capital given our strong financial condition. Since that time, we have continued a steady cadence of capital deployment, with more than $7.6 billion deployed in 2018. The 10% dividend increase in 2018 represented our ninth consecutive double-digit increase since 2010, and we continued to opportunistically repurchase Honeywell shares at attractive levels, reducing our share count by 2% year over year. In 2018, we completed two technology-oriented acquisitions totaling more than $500 million, with Transnorm and Ortloff Engineers, Ltd., family. Transnorm enhances our warehouse automation platform and gives us a beachhead in Europe. Ortloff develops highly proprietary technology that enables maximum separation of gas and gas liquids. We continue to actively seek acquisition opportunities but will maintain our valuation discipline. joining the Honeywell In addition to making outstanding progress against our key strategic objectives, we have greatly streamlined and simplified our portfolio by spinning three businesses since 2015 – AdvanSix (ASIX), Garrett (GTX), and Resideo (REZI). We see opportunities to deploy capital across all our remaining platforms for acquisitions that either are bolt-ons to our existing businesses and capabilities or are in adjacent spaces. (1) Peer Average includes Emerson Electric (EMR), General Electric (GE), 3M Corporation (MMM), and United Technologies (UTX), companies against whom we frequently compete for investor dollars. Two years into my tenure as CEO, I am very confident we have created a much more focused, is accelerating the pace of organic sales growth and margin technology-oriented company that expansion, and becoming more efficient in cash generation while actively deploying capital. We will continue to look for opportunities to invest in and expand existing and adjacent platforms. We will also continuously assess the composition of our portfolio to ensure we have an optimal set of businesses with attractive growth profiles. Environmental, Social, and Corporate Governance Honeywell is very proud of its Environmental, Social, and Corporate Governance (ESG) achievements and, if anything, has been too quiet in sharing some of our accomplishments. Over the past 15 years, we have deployed over $4 billion to remediate a number of legacy industrial sites, resulting in dramatic improvements to the related facilities and surrounding communities: • At Onondaga Lake in Syracuse, we have dredged and capped the lake bed, enabling the best water quality in 100 years. Additionally, we have restored and preserved about 1,800 acres of habitat and are planting 1.1 million native plants, shrubs, and trees. In recognition, Audubon New York honored Honeywell with its highest award for conserving and restoring natural ecosystems. • In our Baltimore Inner Harbor project called Harbor Point, Honeywell comprehensively remediated and repurposed a former manufacturing facility. We then signed agreements to progressively transfer lots to the developer, which recently completed construction of the 289-unit Point Street Apartments. • In January 2019, we completed the $90 million sale of our remediated New Jersey “Bayfront” property to the City of Jersey City for repurposing as a mixed-use development. This transaction will help ensure that this former industrial property becomes a vibrant community asset. It is also important to note that many of the businesses Honeywell operates have a dramatically related positive impact on the environment and the sustainability of our planet. A few of our technologies include: • Honeywell Solstice(cid:2), the most environmentally-friendly line of refrigerants, blowing agents, aerosols, and solvents, which in many cases have lower global warming potential than carbon dioxide. • Energy savings solutions in Honeywell Building Technologies that maximize user comfort while optimizing and reducing energy consumption. • Numerous technologies, many enabled by Connected Software, that keep aircraft passengers and industrial workers safe, generate cleaner fuels, and keep water and air clean. In addition to benefiting the planet, Honeywell has focused on improving the sustainability of our own operations. Through thousands of projects worldwide, we have reduced our greenhouse gas intensity by 90% and improved our energy efficiency by more than 70%. Honeywell’s award-winning global citizenship initiative, Honeywell Hometown Solutions, focuses on a number of social issues such as safe water, humanitarian relief, and safety and accident prevention. Our key area of focus is educating youth, particularly in science, technology, engineering, and math (STEM), and encouraging them to pursue careers in these areas. We have partnered with leading NGOs, public agencies, and universities to educate students and enhance teacher capabilities. We also take pride in our corporate governance. Inclusion and diversity in the workplace is one of our three core principles (the other two are integrity and ethics, and workplace respect). Inclusion and diversity are ingrained in Honeywell’s culture and give us a competitive advantage. We want Honeywell to be the employer of choice for all, and we welcome people of all backgrounds. We have worked hard to improve diversity representation in our workforce – in fact, over the past eight years, we have seen significant net increases in representation for U.S. women, people of color in the U.S., and non-U.S. women. This past January, we launched a new annual program focused on development and sponsorship of our top 50 up-and-coming female leaders, largely in fields traditionally dominated by men. We are inclusive not only within our ranks but also on our Board. Three of our 11 independent directors are women (including an African American female), three are Hispanic, and two are non-U.S. citizens. We also have an active integrity hotline to ensure we address potential issues quickly, efficiently, and with appropriate discretion when poor behaviors or actions are experienced or observed. At Honeywell, we have zero tolerance for behavior that creates a hostile workplace or makes employees feel uncomfortable in their work environment. 2019 Outlook and Objectives The 2019 geopolitical environment brings with it numerous unresolved challenges, including Brexit, trade relationships and sanctions, potential Fed rate hikes, oil price instability, and so on. Although many uncertainties persist, the overall business environment is still quite strong. Our long-cycle backlog heading into 2019 is up by a double-digit percentage year over year, our order rates have been good, and we continue to see robust growth in Aerospace, Warehouse Automation, Sensing and IoT, and our software offerings. As always, we are careful in our planning so we can perform regardless of macroeconomic conditions. We are well prepared for 2019, with numerous new product offerings coming to the market and the benefits from previously-funded repositioning to help us become even more efficient. The key will be for us to be very agile and make quick adjustments. few years: Honeywell Digital, For 2019, we will emphasize three key areas that present considerable upside for Honeywell over Integrated Supply Chain (ISC) Transformation, and the the next Honeywell Connected Enterprise. The intent of Honeywell Digital is to make Honeywell a more internally digital company that leverages improved processes, data structures, and governance – combined with a coherent and consistent IT infrastructure – to enable productivity, enhance customer experience, reduce errors, and improve decision making. Our entire company will participate in this initiative, and we fully expect to see significant improvements over the next few years. ISC Transformation is a comprehensive effort to modernize and simplify our manufacturing practices, including use of technology such as additive manufacturing and robotics, planning practices, and vendor integration. By reducing the complexity of our supply chain and planning processes, we can achieve world-class standards in inventory, delivery, and operational efficiencies. Similar to Honeywell Digital, this is a multi-year initiative, which will result in a much simpler and more efficient integrated supply chain. One of my key objectives for Honeywell is to transform into a software-industrial company. Although we delivered very good results and grew our software sales by double digits organically in 2018, we see the opportunity to further accelerate growth. Customers across all of our business groups want us to do more in the IoT space because of our expertise in their respective industries, our software capabilities, and our long-term relationships based on trust. To address this, we reorganized late last year and formed Honeywell Connected Enterprise (HCE) to our core software personnel provide more consolidated governance, along with an integrated strategy for product development and go-to-market execution. We anticipate that HCE, with its new leadership and governance structure, will help us accelerate the pace at which we introduce exciting new products that greatly benefit our customers. In closing, Honeywell will continue to do in 2019 what we have always done – deliver for our shareowners, customers, and employees. We have proven this consistently over the last decade. Our portfolio is in great shape following the changes we made in 2018, and we are executing an aggressive business transformation agenda that will position us even better for the future. While building a company that continues to outperform well into the future is extremely important, it is not enough. We also must enhance the communities in which we operate around the world. This is why we strive to make the world safer, more environmentally friendly, and less energy intensive. This is why we are fully committed to our ESG efforts. Doing well as a business gives us great joy; however, using our technologies and capabilities to have a long-term positive impact on the world is even more gratifying. As always, thank you for your trust in Honeywell. We value the fact that you own our shares, and we work hard every day to make you proud. Keep in mind our best days are still ahead of us! Sincerely, DARIUS ADAMCZYK Chairman and Chief Executive Officer Notes to Shareowners Letter 1) Reconciliation of Organic Sales % Change Reported sales % change . . . . . . . . . . . . . . . . . . . . . . . Less: Foreign Currency Translation . . . . . . . . . . . . . . Less: Acquisitions and Divestitures, Net. . . . . . . . . . Organic Sales % Change . . . . . . . . . . . . . . . . . . . . . . . 2014 3% — — 3% 2015 (4%) (4%) — — 2016 2% (1%) 4% (1%) 2017 3% — (1%) 4% 2018 3% 1% (4%) 6% We define organic sales percent as the year-over-year change in reported sales relative to the comparable period, excluding the impact on sales from foreign currency translation, and acquisitions, net of divestitures. We believe this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends. 2) Reconciliation of Segment Profit to Operating Income and Calculation of Segment Profit and Operating Income Margins ($M) Net sales. . . . . . . . . . . . . . . . . . . . Segment profit. . . . . . . . . . . . . . . Stock compensation expense(1) . . . . . . . . . . . . . . . . . Repositioning, Other(2,3) . . . . . . Pension and other postretirement service costs(4) . . . . . . . . . . . . . . . . . . . . 2013 2014 2015 2016 2017 2018 $39,055 $ 6,351 $40,306 $ 6,696 $38,581 $ 7,256 $39,302 $ 7,186 $40,534 $ 7,690 $41,802 $ 8,190 (170) (702) (187) (590) (175) (569) (184) (674) (176) (962) (175) (1,100) (330) (297) (274) (277) (249) (210) Operating income . . . . . . . . . . . . $ 5,149 $ 5,622 $ 6,238 $ 6,051 $ 6,303 $ 6,705 Segment profit. . . . . . . . . . . . . . . ÷ Net sales. . . . . . . . . . . . . . . . . . $ 6,351 $39,055 $ 6,696 $40,306 $ 7,256 $38,581 $ 7,186 $39,302 $ 7,690 $40,534 $ 8,190 $41,802 Segment profit margin %. . . . . 16.3% 16.6% 18.8% 18.3% 19.0% 19.6% Operating income . . . . . . . . . . . . ÷ Net sales. . . . . . . . . . . . . . . . . . $ 5,149 $39,055 $ 5,622 $40,306 $ 6,238 $38,581 $ 6,051 $39,302 $ 6,303 $40,534 $ 6,705 $41,802 Operating income margin % . . 13.2% 14.0% 16.2% 15.4% 15.6% 16.0% (1) Amounts included in Selling, general and administrative expenses. (2) Includes repositioning, asbestos, environmental expenses and equity income adjustment. (3) Included in Cost of products and services sold, Selling, general and administrative expenses, and Other income/expense. (4) Amounts included in Cost of products and services sold and Selling, general and administrative expenses (service costs). We define segment profit as operating income, excluding stock compensation expense, pension and other postretirement service costs, and repositioning and other charges. We believe these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends. 3) Reconciliation of Cash Provided by Operating Activities to Adjusted Free Cash Flow and Calculation of Adjusted Free Cash Flow Conversion ($M) Cash provided by operating 2013 2014 2015 2016 2017 2018 activities . . . . . . . . . . . . . . . . . . . . . . $4,335 $ 5,080 $ 5,519 $ 5,498 $ 5,966 $ 6,434 Expenditures for property, plant and equipment . . . . . . . . . . . . . . . . (947) (1,094) (1,073) (1,095) (1,031) (828) Free cash flow . . . . . . . . . . . . . . . . . . Separation cost payments . . . . . . . 3,388 — 3,986 — 4,446 — 4,403 — 4,935 — 5,606 424 Adjusted free cash flow. . . . . . . . . . $3,388 $ 3,986 $ 4,446 $ 4,403 $ 4,935 $ 6,030 Net income attributable to Honeywell . . . . . . . . . . . . . . . . . . . . $3,922 $ 4,262 $ 4,771 $ 4,812 $ 1,545 $ 6,765 Pension mark-to-market expense(1) . . . . . . . . . . . . . . . . . . . . Debt refinancing expense(1) . . . . . . Separation costs, includes net tax impacts . . . . . . . . . . . . . . . . . . . U.S. Tax Reform . . . . . . . . . . . . . . . . Adjusted net income attributable 38 — — — 179 — — — 43 — — — 215 93 — — 67 — 28 — 14 3,891 732 (1,494) to Honeywell . . . . . . . . . . . . . . . . . . $3,960 $ 4,441 $ 4,814 $ 5,120 $ 5,517 $ 6,031 Cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . $4,335 $ 5,080 $ 5,519 $ 5,498 $ 5,966 $ 6,434 ÷ Net income attributable to Honeywell . . . . . . . . . . . . . . . . . . . . $3,922 $ 4,262 $ 4,771 $ 4,812 $ 1,545 $ 6,765 Operating cash flow conversion . . 111% 119% 116% 114% 386% 95% Adjusted free cash flow. . . . . . . . . . ÷ Adjusted net income $3,388 $ 3,986 $ 4,446 $ 4,403 $ 4,935 $ 6,030 attributable to Honeywell . . . . . . $3,960 $ 4,441 $ 4,814 $ 5,120 $ 5,517 $ 6,031 Adjusted free cash flow conversion % . . . . . . . . . . . . . . . . . 86% 90% 92% 86% 89% 100% (1) Pension mark-to-market uses a blended tax rate of 25.5%, 28.1%, 36.1%, 21.3%, 23% and 24%. Debt refinancing expense uses a tax rate of 26.5%. We define free cash flow as cash provided by operating activities less cash expenditures for property, plant and equipment. We believe that this metric is useful to investors and management as a measure of cash generated by business 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 metric can also be used to evaluate our ability to generate cash flow from business operations and the impact that this cash flow has on our liquidity. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (cid:3) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR (cid:4) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8974 Honeywell International Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 115 Tabor Road Morris Plains, New Jersey (Address of principal executive offices) Registrant’s telephone number, including area code (973) 455-2000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, par value $1 per share* 0.650% Senior Notes due 2020 1.300% Senior Notes due 2023 2.250% Senior Notes due 2028 22-2640650 (I.R.S. Employer Identification No.) 07950 (Zip Code) Name of Each Exchange on Which Registered New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange * The common stock is also listed on the London Stock Exchange. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:3) No (cid:4) Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes (cid:4) No (cid:3) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:3) No (cid:4) Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes (cid:3) No (cid:4) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in definitive proxy or information to the best of Registrant’s knowledge, herein, and will not be contained, statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:3) Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer (cid:3) Emerging growth company (cid:4) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to section 13(a) of the Exchange Act. (cid:4) Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:4) No (cid:3) The aggregate market value of the Registrant was approximately the voting stock held by nonaffiliates of $107.6 billion at June 30, 2018. There were 729,085,890 shares of Common Stock outstanding at January 25, 2019. Smaller reporting company (cid:4) Non-accelerated filer (cid:4) Accelerated filer (cid:4) Documents Incorporated by Reference Part III: Proxy Statement for Annual Meeting of Shareowners to be held April 29, 2019. Item TABLE OF CONTENTS Part I 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part II. 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7A. Quantitative and Qualitative Disclosures About Market Risks . . . . . . . . . . . . . . . 8. Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9B. Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part III. 10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13. Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part IV. 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 1 5 5 13 13 13 13 14 16 17 35 36 96 96 96 98 98 98 100 100 101 101 108 Item 1. Business PART I. Inc. Honeywell International (“Honeywell” or “the Company”) invents and commercializes technologies that address some of the world’s most critical challenges around energy, safety, security, productivity and global urbanization. As a diversified technology and manufacturing company, we are uniquely positioned to blend physical products with software to serve customers worldwide with aerospace products and services, energy efficient products and solutions for businesses, specialty chemicals, electronic and advanced materials, process technology for refining and petrochemicals, and productivity, sensing, safety and security technologies for buildings and industries. Our products and solutions enable a safer, more comfortable and more productive world, enhancing the quality of life of people around the globe. Honeywell was incorporated in Delaware in 1985. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, are available free of charge on our website (www.honeywell.com) under the heading Investor Relations (see SEC Filings and Reports) immediately after they are filed with, or furnished to, the Securities and Exchange Commission (SEC). In addition, in this Annual Report on Form 10-K, the Company incorporates by reference certain information from parts of its Proxy Statement for the 2019 Annual Meeting of Stockholders, which we expect to file with the SEC on or about March 14, 2019, and which will also be available free of charge on our website. Major Businesses On October 1, 2018, the Company completed the spin-off of its Transportation Systems business, formerly part of Aerospace, and on October 29, 2018, the Company completed the spin-off of its Homes and Global Distribution business, formerly part of Home and Building Technologies. Therefore, as of the end of 2018, those businesses were no longer part of the Company. Following the spin-off of the Homes and Global Distribution business, the Home and Building Technologies segment was renamed Honeywell Building Technologies. The major products/services, customers/uses and key competitors of each of our segments are: Aerospace Aerospace is a leading global supplier of products, software and services for aircrafts that it sells to original equipment manufacturers (OEM) and other customers in a variety of end markets including: air transport, regional, business and general aviation aircraft, airlines, aircraft operators and defense and space contractors. Aerospace products and services include auxiliary power units, propulsion engines, environmental control systems, integrated avionics, wireless connectivity services, electric power systems, engine controls, flight safety, communications, navigation hardware, data and software applications, radar and surveillance systems, aircraft lighting, management and technical services, advanced systems and instruments, satellite and space components, aircraft wheels and brakes, repair and overhaul services and thermal systems. Aerospace also provides spare parts, repair, overhaul and maintenance services (principally to aircraft operators) and connected solutions and data services for the aftermarket. Honeywell Building Technologies Honeywell Building Technologies is a leading global provider of products, software, solutions and technologies that enable commercial building owners and occupants to ensure their facilities are safe, energy efficient, sustainable and productive. Honeywell Building Technologies products and services include advanced software applications for building control and optimization; sensors, switches, control systems and instruments for energy management; access control; video surveillance; fire products; remote patient monitoring systems; and installation, maintenance and upgrades of systems that keep buildings safe, comfortable and productive. 1 Performance Materials and Technologies Performance Materials and Technologies is a global leader in developing and manufacturing high- quality performance chemicals and materials, process technologies and automation solutions. UOP provides process technology, products, including catalysts and adsorbents, equipment and consulting services that enable customers to efficiently produce gasoline, diesel, jet fuel, petrochemicals and renewable fuels for the petroleum refining, gas processing, petrochemical, and other industries. Process Solutions is a pioneer in automation control, instrumentation, advanced software and related services for the oil and gas, refining, pulp and paper, industrial power generation, chemicals and petrochemicals, biofuels, life sciences, and metals, minerals and mining industries. Through its smart energy business, Process Solutions also enables utilities and distribution companies to deploy advanced capabilities that transform operations, improve reliability and environmental sustainability, and better serve customers. Advanced Materials manufactures a wide variety of high-performance products, including fluorocarbons, hydrofluoroolefins, specialty films, waxes, additives, advanced fibers, customized research chemicals and intermediates, and electronic materials and chemicals. Safety and Productivity Solutions Safety and Productivity Solutions is a leading global provider of products, software and connected improve productivity, workplace safety and asset solutions to customers around the globe that performance. Safety products include personal protection equipment, apparel, gear, and footwear designed for work, play and outdoor activities; gas detection technology; and cloud-based notification and emergency messaging. Productivity Solutions products and services include mobile devices and software for computing, data collection and thermal printing; supply chain and warehouse automation equipment, software and solutions; custom-engineered sensors, switches and controls for sensing and productivity solutions; and software-based data and asset management productivity solutions. Competition We are subject to competition in substantially all product and service areas. Some of our key competitors are: • Aerospace: Garmin, Thales, Safran and United Technologies • Honeywell Building Technologies: Emerson Electric, Itron, Johnson Controls, Schneider Electric and Siemens • Performance Materials and Technologies: Albemarle, BASF, DowDupont, Emerson Electric and Sinopec • Safety and Productivity Solutions: 3M, Mine Safety Appliances (MSA), Kion Group, TE Connectivity and Zebra Technologies Our businesses compete on a variety of factors such as price, quality, reliability, delivery, customer service, performance, applied technology, product innovation and product recognition. Brand identity, service to customers and quality are important competitive factors for our products and services, and there is considerable price competition. Other competitive factors include breadth of product line, research and development efforts and technical and managerial capability. While our competitive position varies among our products and services, we believe we are a significant competitor in each of our major product and service classes. Many of our competitors have substantial financial resources and significant technological capabilities. In addition, some of our products compete with the captive component divisions of OEMs. Aerospace Sales Our Aerospace segment sales were 37%, 36% and 38% of our total sales in 2018, 2017 and 2016. Our sales to commercial aerospace OEMs were 7%, 6% and 6% of our total sales in 2018, 2017 and 2016. In addition, our sales to commercial aftermarket customers of aerospace products and services were 13%, 13% and 12% of our total sales in 2018, 2017 and 2016. 2 U.S. Government Sales Sales to the U.S. Government (principally by Aerospace), acting through its various departments and agencies and through prime contractors, amounted to $3,403 million, $3,203 million and $3,330 million in 2018, 2017 and 2016, which included sales to the U.S. Department of Defense, as a prime contractor and subcontractor, of $2,832 million, $2,546 million and $2,647 million in 2018, 2017 and 2016. We do not expect our overall operating results to be significantly affected by any proposed changes in 2019 federal defense spending due principally to the varied mix of the government programs which impact us (OEMs’ production, engineering development programs, aftermarket spares and repairs and overhaul programs), as well as our diversified commercial businesses. Backlog Our backlog represents the estimated remaining value of work to be performed under firm contracts. Starting in 2018 following the adoption of the new revenue recognition standard, backlog is equal to our remaining performance obligations under the contracts that meet the new guidance on revenue from contracts with customers as discussed in Note 7 to the Consolidated Financial Statements. Backlog was $24,850 million and $17,690 million at December 31, 2018 and 2017. We expect to recognize approximately 56% of our remaining performance obligations as revenue in 2019, and the remaining balance thereafter. International Operations We are engaged in manufacturing, sales, service and research and development (R&D) globally. U.S. exports and non-U.S. manufactured products are significant to our operations. U.S. exports comprised 13% of our total sales in 2018, 12% in 2017 and 13% in 2016. Non-U.S. manufactured products and services, mainly in Europe and Asia, were 43% of our total sales in 2018, 44% in 2017 and 43% in 2016. Manufactured Products and Systems and Performance of Services Year Ended December 31, 2018 Aerospace Honeywell Building Technologies Performance Materials and Technologies Safety and Productivity Solutions U.S. Exports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21% 31% (% of Segment Sales) 16% 55% 1% 52% 3% 40% Information related to risks attendant to our foreign operations is included in Item 1A. Risk Factors under the caption “Macroeconomic and Industry Risks.” Raw Materials The principal raw materials used in our operations are generally readily available. Although we occasionally experience disruption in raw materials supply, we experienced no significant problems in the purchase of key raw materials or commodities in 2018. We are not dependent on any one supplier for a material amount of our raw materials. The costs of certain key raw materials, including R240, copper, fluorspar, tungsten salts, ethylene, and perchloroethylene in Performance Materials and Technologies and nickel, steel, titanium and other metals in Aerospace, are expected to continue to fluctuate. We will continue to attempt to offset raw material cost increases with formula or long-term supply agreements, price increases and hedging activities where feasible. We do not presently anticipate that a shortage of raw materials will cause any material adverse impacts during 2019. 3 Patents, Trademarks, Licenses and Distribution Rights Our segments are not dependent upon any single patent or related group of patents, or any licenses or distribution rights. In our judgment, our intellectual property rights are adequate for the conduct of our business. We believe that, in the aggregate, the rights under our patents, trademarks and licenses are generally important to our operations, but we do not consider any individual patent, trademark or any licensing or distribution rights related to a specific process or product to be of material importance in relation to our total business. Environment We are subject to various federal, state, local and foreign government requirements regarding protection of human health and the environment. We believe that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage, and of resulting financial liability, in connection with our business. Some risk of environmental damage is, however, inherent in some of our operations and products, as it is with other companies engaged in similar businesses. We are and have been engaged in the handling, manufacturing, use and disposal of many substances classified as hazardous by one or more regulatory agencies. We believe that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury, and that our handling, manufacture, use and disposal of these substances are in accord with environmental and safety laws and regulations. It is also possible that future knowledge or other developments, such as improved capability to detect substances in the environment or increasingly strict environmental laws and standards and enforcement policies, could bring into question our current or past handling, manufacture, use or disposal of these substances. Among other environmental requirements, we are subject to the federal Superfund and similar state and foreign laws and regulations, under which we have been designated as a potentially responsible party that may be liable for cleanup costs associated with current and former operating sites and various hazardous waste sites, some of which are on the U.S. Environmental Protection Agency’s National Priority List. Although there is a possibility that a responsible party might have to bear more than its proportional share of is unable to obtain appropriate contribution from other responsible parties, we do not anticipate having to bear significantly more than our proportional share in multi-party situations taken as a whole. the cleanup costs if it We do not believe that existing or pending climate change legislation, regulation, or international treaties or accords are reasonably likely to have a material effect in the foreseeable future on the Company’s business or markets that it serves, nor on its results of operations, capital expenditures, earnings, competitive position or financial standing. We will continue to monitor emerging developments in this area. Employees We have approximately 114,000 employees at December 31, 2018, of whom approximately 44,000 are located in the United States. 4 Executive Officers of the Registrant The executive officers of Honeywell, listed as follows, are elected annually by the Board of Directors. There are no family relationships among them. Name, Age, Date First Elected an Executive Officer Darius Adamczyk, 53 2017(a) Que Thanh Dallara, 45 2018 Rajeev Gautam, 66 2016 Mark R. James, 57 2007 Vimal Kapur, 53 2018 Gregory P. Lewis, 51 2018 Anne T. Madden, 54 2017 Timothy O. Mahoney, 62 2009 Krishna Mikkilineni, 59 2010(b) John F. Waldron, 43 2016 Business Experience Chairman of the Board and Chief Executive Officer since April 2018. President and Chief Executive Officer from April 2017 to April 2018. Chief Operating Officer from April 2016 to March 2017. President and Chief Executive Officer Performance Materials and Technologies from April 2014 to April 2016. President of Honeywell Process Solutions from April 2012 to April 2014. President and Chief Executive Officer Connected Enterprise since October 2018. Vice President and Chief Commercial Officer from January 2017 to October 2018. President and Chief Executive Officer Performance Materials and Technologies since April 2016. President of Honeywell UOP from January 2009 to April 2016. Senior Vice President Human Resources, Security and Communications since November 2007. President and Chief Executive Officer Honeywell Building Technologies since May 2018. President of Honeywell Process Solutions from 2014 to May 2018. Senior Vice President and Chief Financial Officer since August 2018. from Vice President of Enterprise Information Management to being named Vice October 2016 to April 2018, prior President, Corporate Finance in May 2018. Chief Financial Officer of Automation and Control Solutions from April 2013 to September 2016. Senior Vice President and General Counsel since October 2017. Also Corporate Secretary since February 2018. Vice President of Corporate Development and Global Head of M&A from January 2002 to October 2017. President and Chief Executive Officer Aerospace since September 2009. Senior Vice President Engineering and Information Technology since April 2013. President and Chief Executive Officer, Safety and Productivity Solutions since July 2016. President of Sensing and Productivity Solutions from July 2015 to July 2016. President of Scanning and Mobility from April 2012 to July 2015. (a) Also a Director. (b) Mr. Mikkilineni will retire from the Company effective April 30, 2019. Item 1A. Risk Factors Cautionary Statement About Forward-Looking Statements We describe many of the trends and other factors that drive our business and future results in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in other parts of this report (including this Item 1A). Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. 5 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. 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. Our forward-looking statements are also subject to risks and uncertainties that can affect our performance in both the near-and long- term. These forward-looking statements should be considered in light of the information included in this Form 10-K, including, in particular, the factors discussed below. These factors may be revised or supplemented in subsequent reports on Forms 10-Q and 8-K. Risk Factors Our business, operating results, cash flows and financial condition are subject to the principal risks and uncertainties set forth below, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results. Macroeconomic and Industry Risks Industry and economic conditions may adversely affect the markets and operating conditions of our customers, which in turn can affect demand for our products and services and our results of operations. • Aerospace—Operating results of Aerospace are directly tied to cyclical industry and economic conditions, as well as changes in customer buying patterns of aftermarket parts, supplier stability, factory transitions and global supply chain capacity constraints that may lead to shortages of crucial components. The operating results of our Commercial Aviation business unit may be adversely affected by downturns in the global demand for air travel which impacts new aircraft production or the delay or cancellation of new aircraft orders, delays in launch schedules for new aircraft, the retirement of aircraft and global flying hours, which impact air transport, regional, business and general aviation aircraft utilization rates. Operating results could also be impacted by changes in overall trends related to end market demand for the product portfolio, as well as, new entrants and non-traditional players entering the market. Operating results in our Defense and Space business unit may be affected by the mix of U.S. and foreign government appropriations for defense and space programs and by compliance risks. Results may also be impacted by the potential introduction of counterfeit parts into our global supply chain. • Honeywell Building Technologies—Operating results may be adversely impacted by downturns in the level of global commercial construction activity (including retrofits and upgrades), less industrial plant expansion, changes in the competitive landscape including new market entrants and new technologies, and fluctuations in inventory levels in distribution channels. lower capital spending and operating expenditures on building projects, • Performance Materials and Technologies—Operating results may be adversely impacted by downturns in capacity utilization for chemical, industrial, refining, petrochemical and semi- conductor plants, our customers’ availability of capital for refinery construction and expansion, raw material demand and supply volatility, product commoditization, and our ability to maximize our facilities’ production capacity and minimize downtime. In particular, the volatility in oil and natural gas prices have and will continue to impact our customers’ operating levels and capital spending and thus demand for our products and services. • Safety and Productivity Solutions—Operating results may be adversely impacted by downturns in the level of global capital spending and operating expenditures, including in the oil and gas industry, reduced investments in process automation, safety monitoring, and plant capacity utilization initiatives, fluctuations in retail markets, lower customer demand due to the failure to anticipate and respond to overall trends related to end market demand, changes in the 6 competitive landscape including new market entrants and technology that may lead to product commoditization, and adverse industry economic conditions, all of which could result in lower market share, reduced selling prices and lower margins. An increasing percentage of our sales and operations is in non-U.S. jurisdictions and is subject to the economic, political, regulatory, foreign exchange and other risks of international operations. Our international operations, including U.S. exports, represent more than half of the Company’s sales. Risks related to international operations include exchange control regulations, wage and price controls, antitrust regulations, employment regulations, foreign investment laws, import, export and other trade restrictions (such as sanctions and embargoes), violations by our employees of anti- corruption laws (despite our efforts to mitigate these risks), changes in regulations regarding transactions with state-owned enterprises, nationalization of private enterprises, acts of terrorism, and our ability to hire and maintain qualified staff and maintain the safety of our employees in these regions. Instability and uncertainties arising from the global geopolitical environment, and the evolving international and domestic political, regulatory and economic landscape, the potential for changes in global trends such as populism, economic nationalism and negative sentiment toward multinational companies, and the cost of compliance with increasingly complex and often conflicting regulations worldwide can impair our flexibility in modifying product, marketing, pricing or other strategies for growing our businesses, as well as our ability to improve productivity and maintain acceptable operating margins. trade policies including sanctions and trade barriers, While it is currently not known what the final outcome and full terms of the United Kingdom’s future relationship with the European Union will be, it is possible that there will be greater restrictions on imports and exports between the United Kingdom and other countries, including the United States, increased tariffs on U.K. imports and exports, and increased regulatory complexities. Existing free trade laws and regulations, such as the North American Free Trade Agreement, or any successor agreement, provide certain beneficial duties and tariffs for qualifying imports and exports. Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products or from where we import products or raw materials, either directly or through our suppliers, could have an impact on our competitive position and financial results. Operating outside of the United States also exposes us to foreign exchange risk, which we monitor and seek to reduce through hedging activities. However, foreign exchange hedging activities bear a financial cost and may not always be available to us or be successful in eliminating such volatility. Finally, we generate significant amounts of cash outside of the United States that is invested with financial and non-financial counterparties. While we employ comprehensive controls regarding global cash management to guard against cash or investment loss and to ensure our ability to fund our operations and commitments, a material disruption to the counterparties with whom we transact business could expose Honeywell to financial loss. Risks related to our defined benefit pension plans may adversely impact our results of operations and cash flow. Significant changes in actual investment return on pension assets, discount rates, and other factors could adversely affect our results of operations and require cash pension contributions in future periods. Changes in discount rates and actual asset returns different than our anticipated asset returns can result in significant non-cash actuarial gains or losses which we record in the fourth quarter of each fiscal year, and, if applicable, in any quarter in which an interim re-measurement is triggered. With regard to cash pension contributions, funding requirements for our pension plans are largely dependent upon interest rates, actual investment returns on pension assets and the impact of legislative or regulatory changes related to pension funding obligations. 7 Operational Risks Raw material price fluctuations, the ability of key suppliers to meet quality and delivery requirements, or catastrophic events can increase the cost of our products and services, impact our ability to meet commitments to customers and cause us to incur significant liabilities. The cost of raw materials is a key element in the cost of our products, particularly in Performance Materials and Technologies (R240, copper, fluorspar, tungsten salts, ethylene, and perchloroethylene) and in Aerospace (nickel, steel, titanium and other metals). Our inability to offset material price inflation through increased prices to customers, formula or long-term fixed price contracts with suppliers, productivity actions or through commodity hedges could adversely affect our results of operations. Many major components, product equipment items and raw materials, particularly in Aerospace, are procured or subcontracted on a single or sole-source basis. Although we maintain a qualification and performance surveillance process and we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects shortages or price increases may have in the future. Our ability to manage inventory and meet delivery requirements may be constrained by our suppliers’ inability to scale production and adjust delivery of long-lead time products during times of volatile demand. Our inability to fill our supply needs would jeopardize our ability to fulfill obligations under commercial and government contracts, which could, in turn, result in reduced sales and profits, contract penalties or terminations, and damage to customer relationships. We may be unable to successfully execute or effectively integrate acquisitions, and divestitures may not occur as planned. We regularly review our portfolio of businesses and pursue growth through acquisitions and seek to divest non-core businesses. We may not be able to complete transactions on favorable terms, on a timely basis, or at all, and during integration we may discover cybersecurity and compliance issues. In addition, our results of operations and cash flows may be adversely impacted by (i) the failure of acquired businesses to meet or exceed expected returns, including risk of impairment; (ii) the failure to integrate multiple acquired businesses into Honeywell simultaneously and on schedule and/or to achieve expected synergies; (iii) the inability to dispose of non-core assets and businesses on satisfactory terms and conditions; (iv) the discovery of unanticipated liabilities, labor relations difficulties or other problems in acquired businesses for which we lack contractual protections, insurance or indemnities, or with regard to divested businesses, claims by purchasers to whom we have provided indemnification and (v) the inability to collect on the indemnification and reimbursement contractual agreements entered into with our spin-offs, Garrett Motion Inc. and Resideo Technologies, Inc. Our future growth is largely dependent upon our ability to develop new technologies and introduce new products that achieve market acceptance in increasingly competitive markets with acceptable margins. Our future growth rate depends upon a number of factors, including our ability to (i) identify and evolve with emerging technological and broader industry trends in our target end-markets, (ii) develop and maintain competitive products, (iii) defend our market share against an ever-expanding number of competitors including many new and non-traditional competitors, (iv) enhance our products by adding innovative features that differentiate our products from those of our competitors and prevent commoditization of our products, (v) develop, manufacture and bring compelling new products to market quickly and cost-effectively, (vi) monitor disruptive technologies and business models, (vii) achieve sufficient return on investment for new products introduced based on capital expenditures and research and development spending, (viii) respond to changes in overall trends related to end market demand, and (x) attract, develop and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products. Competitors may also develop after-market services and parts for our products which attract customers and adversely affect our return on investment for new products. 8 The failure of our technologies or products to gain market acceptance due to more attractive offerings by our competitors or the failure to address any of the above factors could significantly reduce our revenues and adversely affect our competitive standing and prospects. Failure to increase productivity through sustainable operational improvements, as well as an inability to successfully execute repositioning projects or to effectively manage our workforce, may reduce our profitability or adversely impact our businesses. Our profitability and margin growth are dependent upon our ability to drive sustainable improvements. In addition, we seek productivity and cost savings benefits through repositioning actions and projects, such as consolidation of manufacturing facilities, transitions to cost-competitive regions and product line rationalizations. Risks associated with these actions include delays in execution of the planned initiatives, additional unexpected costs, realization of fewer than estimated productivity improvements and adverse effects on employee morale. We may not realize the full operational or financial benefits we expect, the recognition of these benefits may be delayed and these actions may potentially disrupt our operations. In addition, organizational changes, increased attrition, failure to create and implement a succession plan for key Company positions, not retaining key talent, inability to attract new employees with unique skills, labor relations difficulties, or workforce stoppage could have a material adverse effect on our business, reputation, financial position and results of operations. As a supplier to the U.S. Government, we are subject to unique risks, such as the right of the U.S. Government to terminate contracts for convenience and to conduct audits and investigations of our operations and performance. U.S. Government contracts are subject for the government or for our failure to perform consistent with the terms of the convenience of the applicable contract. Our contracts with the U.S. Government are also subject to government audits that may recommend downward price adjustments and other changes. When appropriate and prudent, we have made adjustments and paid voluntary refunds in the past and may do so in the future. to termination by the government, either We are also subject to government investigations of business practices and compliance with government procurement regulations. If, as a result of any such investigation or other government investigations (including investigation of violations of certain environmental, employment or export laws), Honeywell or one of its businesses were found to have violated applicable law, then it could be suspended from bidding on or receiving awards of new government contracts, suspended from contract performance pending the completion of legal proceedings and/or have its export privileges suspended. Our operations and the prior operations of predecessor companies expose us to the risk of material environmental liabilities. Mainly because of past operations and operations of predecessor companies, we are subject to liabilities related to the remediation of environmental hazards and to claims of potentially material personal injuries or property damages that may be caused by hazardous substance releases and exposures. We continue to incur remedial response and voluntary clean-up costs for site contamination and are a party to lawsuits and claims associated with environmental and safety matters, including past production of products containing hazardous substances. Additional lawsuits, claims and costs involving environmental matters are likely to continue to arise in the future. Various federal, state, local and foreign governments regulate the discharge of materials into the environment, or the use of or communications respecting certain materials in our products, and can impose substantial fines and criminal sanctions for violations, and require injunctive relief measures, including installation of costly equipment or operational changes to limit emissions and/or decrease the likelihood of accidental In hazardous substance releases, or limiting access of our products to markets, among others. addition, changes in laws, regulations and enforcement of policies, the discovery of previously unknown contamination or new technology or information related to individual sites, the establishment of stricter toxicity standards with respect to certain contaminants, or the imposition of new clean-up 9 requirements or remedial techniques could require us to incur additional costs in the future that would have a negative effect on our financial condition or results of operations. Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations. Global cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to information technology (IT) systems to sophisticated and targeted measures known as advanced persistent threats, directed at the Company, its products, its customers and/or its third party service providers, including cloud providers. Our customers, including the U.S. government, are increasingly requiring cybersecurity protections and mandating cybersecurity standards in our products, and we may incur additional costs to comply with such demands. While we have experienced, and expect to continue to experience, these types of threats and incidents, none of them to date have been material to the Company. We seek to deploy comprehensive measures to deter, prevent, detect, respond to and mitigate these threats, including identity and access controls, data protection, vulnerability assessments, product software designs which we believe are less susceptible to cyber attacks, continuous monitoring of our IT networks and systems and maintenance of backup and protective systems. Despite these efforts, cybersecurity incidents, depending on their in the misappropriation, destruction, corruption or nature and scope, could potentially result unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations. Cybersecurity incidents aimed at the software imbedded in our products could lead to third party claims that our product failures have caused a similar range of damages to our customers, and this risk is enhanced by the increasingly connected nature of our products. The potential consequences of a material cybersecurity incident include financial loss, reputational damage, litigation with third parties, theft of intellectual property, fines levied by the Federal Trade Commission, diminution in the value of our investment in research, development and engineering, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations. Data privacy, identity protection, and information security may require significant resources and presents certain risks. We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, personal data or other information that is subject to privacy and security laws, regulations and/or customer-imposed controls. Despite our efforts to protect such data, we may be vulnerable to material security breaches, theft, misplaced or lost data, programming errors, or employee errors that could potentially lead to the compromising of such data, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions. In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the various U.S. states and foreign jurisdictions in which we operate and we must understand and comply with each law and standard in each of these jurisdictions while ensuring the data is secure. For example, the State of California recently passed legislation granting residents certain new data privacy rights and regulating the security of Internet of Things devices, which will go into effect in January 2020; European laws require us to have an approved legal mechanism to transfer personal data out of Europe; the European Union General Data Protection Regulation, which took effect in May 2018, superseded prior European Union data protection legislation and imposes more stringent requirements in how we collect and process personal data and provides for significantly greater penalties for noncompliance; and several other countries have passed laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer restrictions. Government enforcement actions can be costly and interrupt the regular operation of our business, and violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements. 10 A material disruption of our operations, particularly at our manufacturing facilities or within our information technology infrastructure, could adversely affect our business. Our facilities, supply chains, distribution systems and information technology systems are subject to catastrophic loss due to natural disasters including hurricanes and floods, power outages, fires, explosions, terrorism, equipment failures, sabotage, adverse weather conditions, public health crises, inaccurate downtime forecast, political disruption, and other labor disputes, critical supply failure, reasons, which can result losses and damaged including financial relationships with customers. We employ information technology systems and networks to support the business and rely on them to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. Disruptions to our information technology infrastructure from system failures, shutdowns, power outages, telecommunication or utility failures, and other events, including disruptions at our cloud computing, server, systems and other third party IT service providers, could interfere with our operations, interrupt production and shipments, damage customer and business partner relationships, and negatively impact our reputation. in undesirable consequences, Legal and Regulatory Risks Our U.S. and non-U.S. tax liabilities are dependent, in part, upon the distribution of income among various jurisdictions in which we operate. Our future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof), potential expansion of taxation on digital services, changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, changes in the amount of earnings permanently reinvested offshore, the results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures and various other governmental enforcement initiatives. Our tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of future earnings of the Company which could impact the valuation of our deferred tax assets. Changes in tax laws or regulations, including further regulatory developments arising from U.S. tax reform legislation as well as multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (OECD), will increase tax uncertainty and impact our provision for income taxes. Changes in legislation or government regulations or policies can have a significant impact on our results of operations. The sales and margins of each of our segments are directly impacted by government regulations including safety, performance and product certification regulations. Within Aerospace, the operating results of Commercial Original Equipment and Commercial Aftermarket may be impacted by, among other things, mandates of the Federal Aviation Administration and other similar international regulatory bodies requiring the installation of equipment on aircraft. Our Defense and Space business unit may be affected by changes in government procurement regulations. Within Honeywell Building Technologies, the demand for and cost of providing products, services and solutions can be impacted by fire, security, safety, health care, environmental and energy efficiency standards and regulations. Performance Materials and Technologies’ results of operations can be impacted by environmental standards, regulations, and judicial determinations. Growth in all our businesses within emerging markets may be adversely impacted by the inability to acquire and retain qualified employees where local employment law mandates may be restrictive. Noncompliance with legislation and regulations can result in fines and penalties. Increased public awareness and concern regarding global climate change may result in more international, regional and/or federal requirements to reduce or mitigate global warming and these regulations could mandate even more restrictive standards, such as stricter limits on greenhouse gas emissions, than the voluntary commitments that the Company has made or require such changes on a more accelerated time frame. There continues to be a lack of consistent climate legislation, which 11 creates economic and regulatory uncertainty. If environmental laws or regulations are either changed or adopted and impose significant operational restrictions and compliance requirements upon the Company or its products, they could negatively impact the Company’s business, capital expenditures, results of operations, financial condition and competitive position. We cannot predict with certainty the outcome of litigation matters, government proceedings and other contingencies and uncertainties. We are subject to a number of lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability (including asbestos), prior acquisitions and divestitures, employment, employee benefits plans, intellectual property, antitrust, accounting, import and export, and environmental, health and safety matters. Our potential liabilities are subject to change over time due to new developments, changes in settlement strategy or the impact of evidentiary requirements, and we may become subject to or be required to pay damage awards or settlements that could have a material adverse effect on our results of operations, cash flows and the amount of our insurance financial condition. While we maintain insurance for certain risks, insured claims and liabilities. The coverage may not be adequate to cover the total amount of all insurance coverage could incurrence of significant adversely affect our results of operations, cash flows, liquidity and financial condition. liabilities for which there is no or insufficient 12 Item 1B. Unresolved Staff Comments None Item 2. Properties We have approximately 991 locations, of which 252 are manufacturing sites. Our properties and equipment are in good operating condition and are adequate for our present needs. We do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities. Item 3. Legal Proceedings We are subject to a number of investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. See a discussion of environmental, asbestos and other litigation matters in Note 20 Commitments and Contingencies of Notes to Consolidated Financial Statements. lawsuits, Item 4. Mine Safety Disclosures Not applicable. 13 Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Honeywell’s common stock is listed on the New York Stock Exchange under the ticker symbol “HON”. Dividend information for Honeywell’s common stock is included in Note 25 Unaudited Quarterly Financial Information of Notes to Consolidated Financial Statements. The number of record holders of our common stock at December 31, 2018 was 45,606. Information regarding securities authorized for issuance under equity compensation plans is included in Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters under the caption “Equity Compensation Plans.” Honeywell purchased 11,181,042 shares of its common stock, par value $1 per share, in the quarter ending December 31, 2018. the Board of Directors authorized the In December 2017, repurchase of up to a total of $8 billion of Honeywell common stock, which included amounts remaining under and replaced the previously approved share repurchase program. $3.7 billion remained available as of as of December 31, 2018 for additional share repurchases. Honeywell presently expects to repurchase outstanding shares from time to time to generally offset the dilutive impact of employee stock based compensation plans, including option exercises, restricted unit vesting and matching contributions under our savings plans. Additionally, we seek to reduce share count via share repurchases as and when attractive opportunities arise. The amount and timing of future repurchases may vary depending on market conditions and the level of our operating, financing and other investing activities. The following table summarizes Honeywell’s purchase of its common stock for the three months ended December 31, 2018: Issuer Purchases of Equity Securities Total Number of Shares Purchased 5,360,640 4,810,000 1,010,402 Average Price Paid per Share $156.75 $146.77 $143.62 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 5,360,640 4,810,000 1,010,402 Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs (Dollars in millions) $4,589 $3,883 $3,737 Period October 2018 November 2018 December 2018 14 Performance Graph The following graph compares the five-year cumulative total return on our common stock to the total returns on the Standard & Poor’s (S&P) 500 Stock Index and a composite of S&P’s Industrial Conglomerates and Aerospace and Defense indices, on a 65%/35% weighted basis (the Composite Index). The weighting of the components of the Composite Index are based on our segments’ relative contribution to total segment profit. The selection of the Industrial Conglomerates component of the Composite Index reflects the diverse and distinct range of non-aerospace businesses conducted by Honeywell. The annual changes for the five-year period shown in the graph are based on the assumption that $100 had been invested in Honeywell stock and each index on December 31, 2013 and that all dividends were reinvested. COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN 200 150 100 50 D O L L A R S 0 2013 Honeywell S&P 500 Index® Composite Index 2014 2015 2016 2017 2018 Dec 2013 100 100 100 Dec 2014 111.51 113.69 104.90 Dec 2015 Dec 2016 Dec 2017 Dec 2018 118.02 115.26 118.38 135.76 129.05 132.97 183.33 157.22 144.89 168.31 150.33 115.49 15 HONEYWELL INTERNATIONAL INC. This selected financial data should be read in conjunction with Honeywell’s Consolidated Financial Statements and related Notes included elsewhere in this Annual Report as well as the section of this Annual Report titled Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Item 6. Selected Financial Data 2018(1) Years Ended December 31, 2016 (Dollars in millions, except per share amounts) 2017(1) 2015 2014 Results of Operations(2) Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to Honeywell . . . . . . . . . . $41,802 6,765 $40,534 1,545 $39,302 4,812 $38,581 4,771 $40,306 4,262 Earnings Per Common Share(2) Earnings from continuing operations: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assuming dilution . . . . . . . . . . . . . . . . . . . . . . . . . Dividends per share. . . . . . . . . . . . . . . . . . . . . . . . . . . 9.10 8.98 3.06 2.03 2.00 2.74 6.30 6.21 2.45 6.12 6.04 2.15 5.43 5.36 1.87 Financial Position at Year-End(2) Property, plant and equipment-net . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redeemable noncontrolling interest . . . . . . . . . . . . Shareowners’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . 5,296 57,773 6,458 9,756 16,214 7 18,358 5,926 59,470 5,309 12,573 17,882 5 16,665 5,793 54,566 3,593 12,182 15,775 3 18,883 5,789 49,711 6,514 5,554 12,068 290 17,751 5,383 45,969 2,637 6,046 8,683 219 17,113 (1) 2018 and 2017 Net Income attributable to Honeywell and Earnings Per Common Share were impacted by U.S. Tax Reform; see Note 5 Income Taxes of Notes to Consolidated Financial Statements for further details. (2) Results of Operations, Earnings per Common Share and Financial Position at Year-End were revised in years prior to 2018 in connection with our change in accounting for Bendix asbestos- related liabilities for unasserted claims. See Note 20 Commitments and Contingencies of Notes to Consolidated Financial Statements for further details. 16 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions, except per share amounts) The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of Honeywell International Inc. and its consolidated subsidiaries (“Honeywell” or “the Company”) for the three years ended December 31, 2018. All references to Notes relate to Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data. On October 29, 2018, the Company completed the tax-free spin-off to Honeywell shareowners of its Homes and Global Distribution business, part of Home and Building Technologies (renamed Honeywell Building Technologies following the spin-off), into a standalone publicly-traded company, Resideo Technologies, Inc. (“Resideo”). The assets and liabilities associated with Resideo have been removed from the Company’s Consolidated Balance Sheet as of the effective date of the spin-off. The results of operations for Resideo are included in the Consolidated Statement of Operations through the effective date of the spin-off. On October 1, 2018, the Company completed the tax-free spin-off to Honeywell shareowners of its Transportation Systems business, part of Aerospace, into a standalone publicly-traded company, Garrett Motion Inc. (“Garrett”). The assets and liabilities associated with Garrett have been removed from the Company’s Consolidated Balance Sheet as of the effective date of the spin-off. The results of operations for Garrett are included in the Consolidated Statement of Operations through the effective date of the spin-off. On October 1, 2016, the Company completed the tax-free spin-off to Honeywell shareowners of its Resins and Chemicals business, part of Performance Materials and Technologies, into a standalone, publicly-traded company (named AdvanSix Inc. (“AdvanSix”)). The assets and liabilities associated with AdvanSix have been removed from the Company’s Consolidated Balance Sheet as of the effective date of the spin-off. The results of operations for AdvanSix are included in the Consolidated Statement of Operations through the effective date of the spin-off. On September 16, 2016, the Company completed the sale of the Aerospace government services business, Honeywell Technology Solutions Inc (“HTSI” or “government services business”). The assets and liabilities associated with HTSI have been removed from the Company’s Consolidated Balance Sheet as of the effective date of the sale. The results of operations for HTSI are included in the Consolidated Statement of Operations through the effective date of the sale. EXECUTIVE SUMMARY During 2018, Honeywell continued to deliver on our financial commitments and to create long-term shareowner value. We grew net sales 3% to $41,802 million and grew income before taxes 8% to $7,487 million. The improvement in year over year income before taxes was attributable to both sales growth as well as operational improvements that increased operating margins. We believe our ability to the Honeywell consistently grow earnings derives from the consistent, Operating System as well as a long history of identifying and investing in productivity initiatives. We have continued our focus on commercial excellence processes, such as Velocity Product Development (“VPD”), to drive higher sales at better margins. rigorous deployment of We are careful not to allow the attainment of short-term financial results to imperil the creation of long-term, sustainable shareowner value. Hence, as part of the announcement in October 2017 of the results of our portfolio review, we affirmed our commitment to a strategy and investments that are intended to enable us to become one of the world’s leading software industrial companies. Our refocused strategy and investments are intended to take better advantage of our core technological and software strengths in high growth businesses that participate in six attractive industrial end markets. Each of these end markets is characterized by favorable global mega-trends including energy efficiency, infrastructure investment, urbanization and safety. 17 In 2018 we deployed capital of $7.6 billion, including the following: • Capital Investment—we invested over $0.8 billion in capital expenditures focused on high return projects. • Dividends—In 2018, we paid cash dividends of $2.3 billion and increased our annual dividend rate by 10%, as we seek to continue to grow the dividend in line with earnings. The dividend increase in September 2018 marked the ninth consecutive double-digit increase since 2010. • Share Repurchases—we continue to repurchase our shares with the goal of keeping share count flat and by offsetting the dilutive impact of employee stock based compensation and savings plans. Additionally, we seek to reduce share count via share repurchases as and when attractive opportunities arise. In 2018, we repurchased 26.5 million shares for $4.0 billion. • Mergers and Acquisitions—we deployed approximately $0.5 billion during 2018 on acquisitions. CONSOLIDATED RESULTS OF OPERATIONS Net Sales Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . % change compared with prior period . . . . . . . . . . . . . . . . . . The change in net sales is attributable to the following: 2018 2017 2016 $41,802 $40,534 $39,302 3% 3% Volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions/Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign Currency Translation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 Versus 2017 2017 Versus 2016 4% 2% (4)% 1% 3% 3% 1% (1)% 0% 3% A discussion of net sales by segment can be found in the Review of Business Segments section of this Management’s Discussion and Analysis. The foreign currency translation impact in 2018 compared with 2017 was principally driven by the strengthening on average year over year of the Euro against the U.S. Dollar. The foreign currency translation impact in 2017 compared with 2016 was flat. The strengthening of the Euro was offset by the weakening of the British Pound against the U.S. Dollar. Cost of Products and Services Sold Cost of products and services sold . . . . . . . . . . . . . . . . . . . . % change compared with prior period . . . . . . . . . . . . . . . . . . 2018 2017 2016 $29,046 $28,144 $27,677 3% 2% Gross Margin percentage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.5% 30.6% 29.6% Cost of products and services sold increased in 2018 compared with 2017 principally due to increased direct material costs of approximately $790 million (driven by higher sales volume and inflation partially offset by divestitures and productivity) and higher repositioning and other charges of approximately $70 million. Gross margin percentage decreased in 2018 compared with 2017 principally due to higher repositioning and other charges (approximately 0.2 percentage point impact) partially offset by higher gross margin in the segments (approximately 0.1 percentage point impact collectively). Cost of products and services sold increased in 2017 compared with 2016 principally due to increased direct material costs of approximately $290 million (driven by higher sales volume and acquisitions partially offset by divestitures and productivity, net of inflation), higher repositioning and 18 other charges of approximately $220 million and higher depreciation and amortization of approximately $90 million, partially offset by decreased indirect material costs of approximately $70 million and lower labor costs of approximately $60 million. Gross margin percentage increased in 2017 compared with 2016 principally due to higher gross margin in Aerospace and Performance Materials and Technologies (approximately 1.7 percentage point impact collectively), partially offset by higher repositioning and other charges (approximately 0.5 percentage point impact) and by lower gross margin in Home and Building Solutions and Safety and Productivity Solutions (approximately 0.3 percentage point impact collectively). Selling, General and Administrative Expenses 2018 2017 2016 Selling, general and administrative expenses. . . . . . . . . . . . . . . % of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,051 $6,087 $5,574 14.5% 15.0% 14.2% Selling, general and administrative expenses decreased in 2018 compared with 2017 primarily due to productivity and divestiture impacts, partially offset by labor inflation and higher repositioning charges. Selling, general and administrative expenses increased in 2017 compared with 2016 primarily due to increased labor costs (driven primarily by acquisitions, net of divestitures, investment for growth and merit increases), and higher repositioning charges. Other (Income) Expense 2018 2017 2016 Other (income) expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(1,149) $(963) $(739) Other (income) expense increased in 2018 compared with 2017 primarily due to an increase in pension ongoing income–non-service, favorable impacts of foreign currency and an increase in interest income, partially offset by separation costs associated with the spin-offs of our Homes and Global Distribution business and Transportation Systems business. Other (income) expense increased in 2017 compared with 2016 primarily due to due to an increase in pension ongoing income–non-service. Tax Expense Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $659 2017 2016 $5,362 $1,603 8.8% 77.2% 24.8% The effective tax rate for 2018 was lower than the U.S. federal statutory rate of 21% primarily attributable to internal restructuring initiatives that resulted in a reduction of accrued withholding taxes of approximately $1.1 billion related to unremitted foreign earnings. In addition, we recorded a tax benefit of approximately $440 million as a reduction to our 2017 provisional estimate of impacts from what is commonly referred to as the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”), which was partially offset by $411 million of tax costs associated with the internal restructuring of the Homes and Global Distribution business and the Transportation Systems business in advance of their spin-offs. The effective tax rate for 2017 was higher than the U.S. federal statutory rate of 35% primarily from the estimated impacts of U.S. Tax Reform of approximately $3.8 billion, partially offset by lower tax rates on non-U.S. earnings. The effective tax rate for 2016 was lower than the U.S. federal statutory rate of 35% primarily from lower tax rates on non-U.S. earnings. For further discussion of changes in the effective tax rate, see Note 5 Income Taxes of Notes to Consolidated Financial Statements. 19 Net Income Attributable to Honeywell 2018 2017 2016 Net income attributable to Honeywell . . . . . . . . . . . . . . . . . . . . . . Earnings per share of common stock–assuming dilution . . . . $6,765 $ 8.98 $1,545 $ 2.00 $4,812 $ 6.21 Earnings per share of common stock–assuming dilution increased in 2018 compared with 2017 primarily driven by the lower income tax expenses (due to reduction of accrued withholding taxes and the higher comparative income taxes in 2017 from U.S. Tax Reform), higher segment profit, increased pension and other postretirement income, and lower share count, partially offset by separation costs and higher repositioning and other charges. Earnings per share of common stock–assuming dilution decreased in 2017 compared with 2016 primarily driven by additional income tax expense from U.S. Tax Reform, higher repositioning and other charges, partially offset by higher segment profit across all segments, lower pension mark-to- market expense and increased pension and other postretirement income. BUSINESS OVERVIEW Our consolidated results are principally impacted by: • Changes in global economic growth rates and industry conditions and demand in our key end markets; • The impact of fluctuations in foreign currency exchange rates (in particular the Euro), relative to the U.S. Dollar; • The extent to which cost savings from productivity actions are able to offset or exceed the impact of material and non-material inflation; • The spin-offs of the Homes and Global Distribution business and the Transportation Systems business into two stand-alone, publicly-traded companies and the associated separation costs; • The impact of the pension discount rate and asset returns on pension expense, including mark- to-market adjustments, and funding requirements; and • The impact of U.S. Tax Reform. Our 2019 areas of focus, most of which are applicable to each of our segments include: • Driving profitable growth through research and development and technological excellence to deliver innovative products that customers value, and through expansion and localization of our footprint in high growth regions; • Executing on our strategy to become a software-industrial company, which for us means products and services that facilitate the connected plane, building and factory; • Expanding margins by optimizing the Company’s cost structure through manufacturing and administrative process improvements, repositioning, and other productivity actions; • Executing disciplined, rigorous M&A and integration processes to deliver growth through acquisitions; • Controlling corporate costs, including costs incurred for asbestos and environmental matters, pension and other post-retirement benefits; and • Increasing availability of capital through strong cash flow conversion from effective working capital management and proactively managing debt levels to enable the Company to smartly deploy capital for strategic acquisitions, dividends, share repurchases and capital expenditures. 20 Review of Business Segments Years Ended December 31, 2017 2016 2018 % Change 2018 Versus 2017 2017 Versus 2016 Aerospace Sales Commercial Aviation Original Equipment . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Aviation Aftermarket. . . . . . Defense and Space . . . . . . . . . . . . . . . . . . Transportation Systems . . . . . . . . . . . . . . Total Aerospace Sales . . . . . . . . . . . Honeywell Building Technologies Sales Homes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Honeywell Building $ 2,833 5,373 4,665 2,622 $ 2,475 5,103 4,053 3,148 $ 2,525 4,796 4,375 3,055 15,493 14,779 14,751 14% 5% 15% (17)% (2)% 6% (7)% 3% 3,928 5,370 4,482 5,295 4,405 5,085 (12)% 1% 2% 4% Technologies Sales . . . . . . . . . . . . 9,298 9,777 9,490 Performance Materials and Technologies Sales UOP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Process Solutions . . . . . . . . . . . . . . . . . . . . Advanced Materials . . . . . . . . . . . . . . . . . . 2,845 4,981 2,848 2,753 4,795 2,791 2,469 4,640 3,327 12% 3% 4% 3% 2% (16)% Total Performance Materials and Technologies Sales . . . . . . . . . . . . Safety and Productivity Solutions Sales Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Productivity Solutions. . . . . . . . . . . . . . . . . Total Safety and Productivity 10,674 10,339 10,436 2,278 4,059 2,169 3,470 2,075 2,550 5% 17% 5% 36% Solutions Sales . . . . . . . . . . . . . . . . 6,337 5,639 4,625 Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $41,802 $40,534 $39,302 Aerospace Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of products and services sold . . . . . . . . . . . . . . Selling, general and administrative and other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 Change 2016 Change $15,493 10,837 $14,779 10,320 5% $14,751 10,820 — 1,153 1,171 940 Segment profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,503 $ 3,288 7% $ 2,991 10% Factors Contributing to Year-Over-Year Change 2018 vs. 2017 2017 vs. 2016 Sales Segment Profit Sales Segment Profit Organic growth/ Operational segment profit . . . . . . . . . . . . . Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions, divestitures and other, net . . . . . . . . . . . . . . . . . Total % Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9% 1% (5)% 5% 9% 1% (3)% 7% 2% — (2)% — 11% — (1)% 10% 2018 compared with 2017 Aerospace sales increased due to organic sales growth, due to both volume and price, the the new revenue foreign currency translation, the adoption of the impact of favorable impact of 21 recognition accounting standard (included within Acquisitions, divestitures and other, net in the table above), offset by the spin-off of the Transportation Systems business on October 1, 2018. • Commercial Original Equipment sales increased 14% (increased 11% organic) primarily due to increased demand from business aviation, and air transport and regional original equipment from the classification of manufacturers (OEM), the new nonrecurring engineering and development revenue recognition accounting standard. lower OEM incentives and the impact funding resulting from the adoption of • Commercial Aftermarket sales increased 5% (increased 5% organic) primarily due to growth in business aviation and air transport and regional. • Defense and Space sales increased 15% (increased 15% organic) primarily driven by growth in U.S. and international defense. • Transportation Systems sales decreased 17% driven by divestiture impacts following its October 1, 2018 spin-off. For the nine-month period prior to the spin-off, sales increased 7% organic driven by higher volumes in light vehicle gas turbos and commercial vehicles. Aerospace segment profit increased due to an increase in operational segment profit, the favorable impact of foreign currency translation, and the impact on service programs from the adoption of the new revenue recognition accounting standard, partially offset by the Transportation Systems divestiture. The increase in operational segment profit was driven primarily by higher organic sales volume, price, productivity net of inflation, and lower OEM incentives, partially offset by the spin-off of the Transportation Systems business. Cost of products and services sold increased primarily due to higher organic sales volume, the impact of foreign currency translation and inflation, partially offset by the Transportation Systems divestiture. 2017 compared with 2016 Aerospace sales were flat due to organic sales growth, offset by the government services business divestiture. • Commercial Original Equipment sales decreased 2% (decreased 2% organic) primarily due to lower shipments to business jet OEMs, partially offset by lower air transport and regional OEM incentives. • Commercial Aftermarket sales increased 6% (increased 6% organic) primarily driven by higher repair and overhaul activities and increased spares shipments. • Defense and Space sales decreased 7% (increased 1% organic) primarily due to the government services business divestiture and lower Space sales, partially offset by growth in U.S. defense. • Transportation Systems sales increased 3% (increased 2% organic) primarily driven by higher from foreign commercial vehicle volumes, gas turbo penetration and the favorable impact currency translation, partially offset by lower diesel turbo volumes. Aerospace segment profit increased due to an increase in operational segment profit, partially offset by the government services business divestiture. The increase in operational segment profit was driven primarily by productivity, net of inflation, including restructuring benefits, lower OEM incentives and higher organic sales volume, partially offset by the government services business divestiture. Cost of products and services sold decreased primarily driven by the government services business divestiture and productivity, net of inflation, partially offset by higher organic sales volume. 22 Honeywell Building Technologies Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of products and services sold. . . . . . . . . . . . . . . . . . . Selling, general and administrative and other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 Change 2016 Change $9,298 6,066 $9,777 6,430 (5)% $9,490 6,152 3% 1,624 1,697 1,717 Segment profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,608 $1,650 (3)% $1,621 2% Factors Contributing to Year-Over-Year Change 2018 vs. 2017 2017 vs. 2016 Sales Segment Profit Sales Segment Profit Organic growth/ Operational segment profit . . . . . . . . . . . . . Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions and divestitures, net . . . . . . . . . . . . . . . . . . . . . . . Total % Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3% 1% (9)% (5)% 5% 1% (9)% (3)% 2% — 1% 3% 1% 1% — 2% 2018 compared with 2017 Honeywell Building Technologies sales decreased primarily due to the Homes divestiture partially offset by an increase in organic growth, due to both volume and price, and the favorable impact of foreign currency translation. • Sales in Homes decreased 12% driven by divestiture impacts following its October 29, 2018 spin-off. For the period prior to the spin-off, sales increased 6% organic driven by both Products and Distribution (ADI) businesses. • Sales in Buildings increased 1% (flat organic) due to the organic growth in Building Solutions foreign currency translation, offset by lower sales in Building and the favorable impact of Management Systems and Building Products. Honeywell Building Technologies segment profit decreased due to the Homes divestiture, partially offset by an increase in operational segment profit and the favorable impact of foreign currency translation. The increase in operational segment profit was primarily driven by price and productivity, partially offset by inflation and higher sales of lower margin products. Cost of products and services decreased due to the Homes divestiture, partially offset by higher organic sales. 2017 compared with 2016 Honeywell Building Technologies sales increased primarily due to an increase in organic sales, price, and acquisitions. • Sales in Homes increased 2% (increased 2% organic) due to an increase in organic sales growth in Distribution, partially offset by lower sales volume in Products. • Sales in Buildings increased 4% (increased 3% organic) due to organic sales growth in Building Products, Building Management Systems, Building Solutions, and acquisitions. Honeywell Building Technologies segment profit increased due to an increase in operational segment profit and the favorable impact of foreign currency translation. The increase in operational segment profit was primarily driven by productivity, net of inflation, and price, partially offset by higher sales of lower margin products. Cost of products and services increased due to higher organic sales and acquisitions. 23 Performance Materials and Technologies Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of products and services sold . . . . . . . . . . . . . . . Selling, general and administrative and other expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Segment profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 Change 2016 Change $10,674 6,948 $10,339 6,764 3% $10,436 6,978 (1)% 1,398 $ 2,328 1,369 $ 2,206 1,346 6% $ 2,112 4% Factors Contributing to Year-Over-Year Change 2018 vs. 2017 2017 vs. 2016 Sales Segment Profit Sales Segment Profit Organic growth/ Operational segment profit . . . . . . . . . . . . . Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions and divestitures, net . . . . . . . . . . . . . . . . . . . . . . . — 2% 1% Total % Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3% 5% 1% — 6% 8% — (9)% (1)% 10% — (6)% 4% 2018 compared with 2017 Performance Materials and Technologies sales increased primarily due to organic growth, mainly due to price, and the favorable impact of foreign currency translation. • UOP sales increased 3% (increased 3% organic) driven primarily by increases in engineering revenues and increased catalyst volumes, partially offset by lower gas processing equipment revenues. • Process Solutions sales increased 4% (increased 3% organic) driven primarily by increases in maintenance and migration services, increased revenues in projects, and higher field products sales. • Advanced Materials sales increased 2% (flat organic) driven primarily by increased volumes in fluorine products, partially offset by lower other specialty products sales. Performance Materials and Technologies segment profit increased primarily due to an increase in operational segment profit and the favorable impact of foreign currency translation. The increase in operational segment profit is primarily due to productivity and price, partially offset by inflation, higher sales of lower margin products, and continued investments for growth. Cost of products and services sold increased primarily due to inflation, higher sales of lower margin products, and foreign currency translation, partially offset by productivity. 2017 compared with 2016 Performance Materials and Technologies sales decreased primarily due to divestitures, partially offset by organic growth. • UOP sales increased 12% (increased 12% organic) driven primarily by higher gas processing increased equipment sales, and increased project engineering revenues, partially offset by decreased licensing revenues. increased catalyst volumes, revenues, • Process Solutions sales increased 3% (increased 3% organic) driven primarily by higher revenue in smart energy, services, thermal solutions, and software, partially offset by lower field products sales. • Advanced Materials sales decreased 16% (increased 11% organic) driven primarily by the spin- off of the former resins and chemicals business, partially offset by increased volumes in fluorine products. Performance Materials and Technologies segment profit increased primarily due to an increase in operational segment profit, partially offset by divestitures. The increase in operational segment profit is primarily due to productivity, net of inflation, higher organic sales volume and pricing, partially offset by unfavorable product mix and continued investments for growth. Cost of products and services sold 24 decreased primarily due to divestitures and productivity, net of inflation, partially offset by higher organic sales volumes. Safety and Productivity Solutions Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,337 $5,639 3,714 Cost of products and services sold . . . . . . . . . . . . . . . . . . . . . . 1,073 Selling, general and administrative and other expenses . . 4,205 1,100 12% $4,625 3,001 944 22% Segment profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,032 $ 852 21% $ 680 25% 2018 2017 Change 2016 Change Factors Contributing to Year-Over-Year Change 2018 vs. 2017 2017 vs. 2016 Sales Segment Profit Sales Segment Profit Organic growth/ Operational segment profit . . . . . . . . . . . . . Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions and divestitures, net . . . . . . . . . . . . . . . . . . . . . . . — Total % Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11% 1% 12% 20% 1% — 21% 5% — 17% 22% 18% — 7% 25% 2018 compared with 2017 Safety and Productivity Solutions sales increased primarily due to organic sales growth, mainly due to sales volume and a modest impact due to price. • Sales in Safety increased 5% (increased 4% organic) due to increased sales volume in both Industrial Safety and Retail. • Sales in Productivity Solutions increased 17% (increased 16% organic) primarily due to increased sales volume in Intelligrated, Sensing and IoT, and Productivity Products. Safety and Productivity Solutions segment profit increased primarily due to an increase in operational segment profit. The increase in operational segment profit was driven by higher sales volume and price. Cost of products and services increased primarily due to higher organic sales. 2017 compared with 2016 Safety and Productivity Solutions sales increased primarily due to acquisitions and organic sales volume. • Sales in Safety increased 5% (increased 4% organic) due to increased sales volume in the Industrial Safety business, higher distribution in the Retail business, and the favorable impact of foreign currency translation. • Sales in Productivity Solutions increased 36% (increased 6% organic) principally due to growth from acquisitions (Intelligrated was acquired in August 2016). Safety and Productivity Solutions segment profit increased due to an increase from operational is driven by higher segment profit and acquisitions. The increase in operational segment profit productivity, net of inflation, and sales volume. Cost of products and services increased primarily due to acquisitions and higher sales volume offset by productivity, net of inflation. Repositioning Charges See Note 3 Repositioning and Other Charges of Notes to Consolidated Financial Statements for a discussion of our repositioning actions and related charges incurred in 2018, 2017 and 2016. Cash spending related to our repositioning actions was $285 million, $177 million and $228 million in 2018, 2017 and 2016, and was funded through operating cash flows. In 2019, we expect cash spending for repositioning actions to be approximately $300 million and to be funded through operating cash flows. 25 LIQUIDITY AND CAPITAL RESOURCES The Company continues to manage its businesses to maximize operating cash flows as the primary source of liquidity. In addition to our available cash and operating cash flows, additional sources of liquidity include committed credit lines, short-term debt from the commercial paper market, long-term borrowings, access to the public debt and equity markets and the ability to access non-U.S. cash as a result of the U.S. Tax Reform. We continue to balance our cash and financing uses through investment in our existing core businesses, acquisition activity, share repurchases and dividends. Cash Flow Summary Our cash flows from operating, investing and financing activities, as reflected in the Consolidated Statement of Cash Flows, are summarized as follows: Years Ended December 31, 2018 2016 2017 Cash provided by (used for): Operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of exchange rate changes on cash . . . . . . . . . . . . . . . Net (decrease) increase in cash and cash equivalents . . . . . . . $ 6,434 1,027 (5,032) (201) $ 2,228 $ 5,966 (3,574) (3,516) 340 $ 5,498 (3,342) 346 (114) $ (784) $ 2,388 2018 compared with 2017 Cash provided by operating activities increased by $468 million primarily due to a $239 million increase in customer advances and deferred income and lower cash tax payments of $185 million. Cash provided by investing activities increased by $4,601 million primarily due to a net $4,302 million decrease in investments, primarily short-term marketable securities, and a $620 million favorable change in settlements of foreign currency exchange contracts used as economic hedges on certain non-functional currency denominated monetary assets and liabilities, partially offset by an increase in cash paid for acquisitions of $453 million. Cash used for financing activities increased by $1,516 million primarily due to an increase in net debt payments of $2,622 million, an increase in net repurchases of common stock of $1,364 million and an increase in cash dividends paid of $153 million, partially offset by net spin separation funding of $2,622 million net of spin-off cash. 2017 compared with 2016 Cash provided by operating activities increased by $468 million primarily due to a $504 million increase in segment profit and a $294 million favorable impact from working capital (favorable accounts payable partially offset by inventory and accounts receivable), partially offset by higher cash tax payments of $609 million. Cash used for investing activities increased by $232 million primarily due to (i) a net $2,056 million increase in investments, primarily short-term marketable securities, (ii) an increase of $500 million of settlement payments of foreign currency exchange contracts used as economic hedges on certain non- functional currency denominated monetary assets and liabilities and (iii) a decrease in proceeds from the sales of businesses of $296 million (most significantly Honeywell Technology Solutions Inc. in 2016), partially offset by a decrease in cash paid for acquisitions of $2,491 million (most significantly Intelligrated in 2016). Cash provided by financing activities increased by $3,862 million primarily due to a decrease in the net proceeds from debt issuances of $2,827 million, an increase in net repurchases of common stock of $699 million and an increase in cash dividends paid of $204 million. 26 Liquidity Each of our businesses is focused on implementing strategies to increase operating cash flows through revenue growth, margin expansion and improved working capital turnover. Considering the current economic environment in which each of the businesses operate and their business plans and strategies, including the focus on growth, cost reduction and productivity initiatives, we believe that cash balances and operating cash flow will continue to be our principal source of liquidity. In addition to the available cash and operating cash flows, additional sources of liquidity include committed credit lines, short-term debt from the commercial paper markets, long-term borrowings, and access to the public debt and equity markets. To date, the Company has not experienced any limitations in our ability to access these sources of liquidity. We monitor the third-party depository institutions that hold our cash and cash equivalents on a daily basis. Our emphasis is primarily safety of principal and secondarily maximizing yield of those funds. We diversify our cash and cash equivalents among counterparties to minimize exposure to any one of these entities. A source of liquidity is our ability to issue short-term debt in the commercial paper market. Commercial paper notes are sold at a discount or premium and have a maturity of not more than 365 days from date of issuance. Borrowings under the commercial paper program are available for general corporate purposes as well as for financing acquisitions. The weighted average interest rate on short-term borrowings and commercial paper outstanding as of December 31, 2018 was (0.31%) and as of December 31, 2017 was (0.17%). Our ability to access the commercial paper market, and the related cost of these borrowings, is affected by the strength of our credit rating and market conditions. Our credit ratings are periodically reviewed by the major independent debt-rating agencies. As of December 31, 2018, Standard and Poor’s (S&P), Fitch, and Moody’s have ratings on our long-term debt of A, A and A2 and short-term debt of A-1, F1 and P1. S&P, Fitch and Moody’s have Honeywell’s rating outlook as “stable.” We also have a current shelf registration statement filed with the Securities and Exchange Commission under which we may issue additional debt securities, common stock and preferred stock that may be offered in one or more offerings on terms to be determined at the time of the offering. Net including repayment of proceeds of any offering would be used for general corporate purposes, existing indebtedness, share repurchases, capital expenditures and acquisitions. See Note 2 Acquisitions and Divestitures and Note 13 Long-term Debt and Credit Agreements of Notes to Consolidated Financial Statements for additional discussion of items impacting our liquidity. In 2018, the Company repurchased $4,000 million of outstanding shares to offset the dilutive impact of employee stock based compensation plans, including option exercises, restricted unit vesting and matching contributions under our savings plans, and to reduce share count when attractive opportunities arise. In December 2017, the Board of Directors authorized the repurchase of up to a total of $8 billion of Honeywell common stock, of which $3.7 billion remained available as of December 31, 2018 for additional share repurchases. This authorization included amounts remaining under and replaced the previously approved share repurchase program. Honeywell presently expects to repurchase outstanding shares from time to time to offset the dilutive impact of employee stock based compensation plans, restricted unit vesting and matching contributions under our savings plans. We will continue to seek to reduce share count via share repurchases as and when attractive opportunities arise. including option exercises, In addition to our normal operating cash requirements, our principal future cash requirements will be to fund capital expenditures, share repurchases, dividends, strategic acquisitions and debt repayments. Specifically, we expect our primary cash requirements in 2019 to be as follows: • Capital expenditures—we expect to spend approximately $800 million for capital expenditures in 2019 primarily for growth, production and capacity expansion, cost reduction, maintenance, and replacement. 27 • Share repurchases—under the Company’s share repurchase program, $3.7 billion is available as of December 31, 2018 for additional share repurchases. Honeywell presently expects to repurchase outstanding shares from time to time to offset the dilutive impact of employee stock- based compensation plans, including option exercises, restricted unit vesting and matching contributions under our savings plans. Additionally, we will seek to reduce share count via share repurchases as and when attractive opportunities arise. The amount and timing of future repurchases may vary depending on market conditions and our level of operating, financing and other investing activities. • Dividends—we increased our quarterly dividend rate by 10% to $0.82 per share of common stock effective with the fourth quarter 2018 dividend. The Company intends to continue to pay quarterly dividends in 2019. We continuously assess the relative strength of each business in our portfolio as to strategic fit, market position, profit and cash flow contribution in order to upgrade our combined portfolio and from increased investment. We identify acquisition identify business units that will most benefit candidates that will further our strategic plan and strengthen our existing core businesses. We also identify businesses that do not fit into our long-term strategic plan based on their market position, relative profitability or growth potential. These businesses are considered for potential divestiture, restructuring or other repositioning actions subject to regulatory constraints. In 2018, we realized $2,622 million in net cash proceeds from the spin-off of non-strategic businesses. Based on past performance and current expectations, we believe that our operating cash flows will be sufficient to meet our future operating cash needs. Our available cash, committed credit lines and access to the public debt and equity markets, provide additional sources of short-term and long-term liquidity to fund current operations, debt maturities, and future investment opportunities. Contractual Obligations and Probable Liability Payments Following is a summary of our significant contractual obligations and probable liability payments at December 31, 2018: Payments by Period 2020- 2021 2022- 2023 2019 Total(6)(7) Thereafter Long-term debt, including capitalized leases(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest payments on long-term debt, including capitalized leases . . . . . . . . . . . . Minimum operating lease payments . . . . . . Purchase obligations(2) . . . . . . . . . . . . . . . . . . . Estimated environmental liability payments(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Asbestos related liability payments(4) . . . . . Asbestos insurance recoveries(5) . . . . . . . . . $12,628 $2,872 $3,761 $1,778 $4,217 3,049 856 2,002 755 2,514 (477) 313 210 1,146 175 245 (40) 519 310 578 355 786 (114) 389 189 250 172 710 (84) 1,828 147 28 53 773 (239) $21,327 $4,921 $6,195 $3,404 $6,807 (1) Assumes all long-term debt is outstanding until scheduled maturity. (2) Purchase obligations are entered into with various vendors in the normal course of business and are consistent with our expected requirements. (3) The payment amounts in the table only reflect the environmental liabilities which are probable and reasonably estimable as of December 31, 2018. (4) These amounts are estimates of asbestos related cash payments for NARCO and Bendix based on our asbestos related liabilities which are probable and reasonably estimable as of December 31, 2018. See Asbestos Matters in Note 20 Commitments and Contingencies of Notes to Consolidated Financial Statements for additional information. 28 (5) These amounts represent our insurance recoveries that are deemed probable for asbestos related liabilities as of December 31, 2018. See Asbestos Matters in Note 20 Commitments and Contingencies of Notes to Consolidated Financial Statements for additional information. (6) The table excludes tax liability payments, including those for unrecognized tax benefits. See Note 5 Income Taxes of Notes to Consolidated Financial Statements for additional information. (7) The table excludes expected proceeds from the indemnification and reimbursement agreements entered into with Garrett and Resideo. See Note 20 Commitments and Contingencies of Notes to Consolidated Financial Statements for additional information. Environmental Matters Accruals for environmental matters deemed probable and reasonably estimable were $395 million, $287 million and $195 million in 2018, 2017 and 2016. In addition, in 2018, 2017 and 2016 we incurred operating costs for ongoing businesses of approximately $95 million, $82 million and $83 million relating to compliance with environmental regulations. Spending related to known environmental matters was $218 million, $212 million and $228 million in 2018, 2017 and 2016 and is estimated to be approximately $175 million in 2019. We expect to fund these environmental matters from operating cash flow. The timing of cash expenditures for litigation and settlements of expenditures depends on several remediation liability, personal injury and property damage claims, regulatory approval of cleanup projects, execution timeframe of projects, remedial techniques to be utilized and agreement with other parties. including the timing of factors, Reimbursements from Resideo for spending for environmental matters at certain sites as defined in the indemnification and reimbursement agreement was $25 million in 2018 and is expected to be $140 million in 2019. Such reimbursements will offset operating cash outflows incurred by the Company. See Note 20 Commitments and Contingencies of Notes to Consolidated Financial Statements for further discussion of our environmental matters and the indemnification and reimbursement agreement entered into with Resideo. Financial Instruments The following table illustrates the potential change in fair value for rate sensitive instruments based on a hypothetical immediate one percentage point increase in interest rates across all maturities and the potential change in fair value for foreign exchange rate sensitive instruments based on a 10% weakening of the U.S. Dollar versus local currency exchange rates across all maturities at December 31, 2018 and 2017. interest Face or Notional Amount Carrying Value(1) Fair Value(1) Estimated Increase (Decrease) in Fair Value(2) December 31, 2018 Interest Rate Sensitive Instruments Long-term debt (including current maturities) . . . . . . . . . Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . . $12,628 2,600 $(12,628) $(13,133) (45) (45) $(654) (83) Foreign Exchange Rate Sensitive Instruments Foreign currency exchange contracts(3) . . . . . . . . . . . . . . Cross currency swap agreements . . . . . . . . . . . . . . . . . . . 14,995 1,200 115 32 115 32 (742) (117) December 31, 2017 Interest Rate Sensitive Instruments Long-term debt (including current maturities) . . . . . . . . . Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . . $13,924 2,600 $(13,924) $(14,695) (8) (8) $(782) (233) Foreign Exchange Rate Sensitive Instruments Foreign currency exchange contracts(3) . . . . . . . . . . . . . . 9,273 (53) (53) (58) 29 (1) Asset or (liability). (2) A hypothetical immediate one percentage point decrease in interest rates across all maturities and a potential change in fair value of foreign exchange rate sensitive instruments based on a 10% strengthening of the U.S. dollar versus local currency exchange rates across all maturities will result in a change in fair value approximately equal to the inverse of the amount disclosed in the table. (3) Changes in the fair value of foreign currency exchange contracts are offset by changes in the fair value, cash flows, or net investments of underlying hedged foreign currency transactions or foreign operations. See Note 15 Financial Instruments and Fair Value Measures of Notes to Consolidated Financial Statements for further discussion on the agreements. CRITICAL ACCOUNTING POLICIES The preparation of our consolidated financial statements in accordance with generally accepted accounting principles is based on the selection and application of accounting policies that require us to make significant estimates and assumptions about the effects of matters that are inherently uncertain. We consider the accounting policies discussed below to be critical to the understanding of our financial statements. Actual results could differ from our estimates and assumptions, and any such differences could be material to our consolidated financial statements. Contingent Liabilities—We are subject to a number of lawsuits, investigations and claims (some of which involve substantial dollar amounts) that arise out of the conduct of our global business operations or those of previously owned entities, including matters relating to commercial transactions, liability (including asbestos), prior acquisitions and divestitures, government contracts, product employee benefit plans, intellectual property, legal and environmental, health and safety matters. We continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on a thorough analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Such analysis includes making judgments concerning matters such as the costs associated with environmental matters, the outcome of negotiations, the number and cost of pending and future asbestos claims, and the impact of evidentiary requirements. Because most contingencies are resolved over long periods of time, liabilities may change in the future due to new developments (including new discovery of facts, changes in legislation and outcomes of similar cases through the judicial system), changes in assumptions or changes in our settlement strategy. See Note 20 Commitments and Contingencies of Notes to Consolidated Financial Statements for a discussion of management’s judgment applied in the recognition and measurement of our environmental and asbestos liabilities which represent our most significant contingencies. in asbestos related personal Asbestos Related Liabilities and Insurance Recoveries, and Indemnification Receivables— Honeywell’s involvement injury actions relates to two predecessor companies. Regarding North American Refractories Company (“NARCO”) asbestos related claims, we accrued for pending claims based on terms and conditions in agreements with NARCO, its former parent company, and certain asbestos claimants, and an estimate of the unsettled claims pending as of the time NARCO filed for bankruptcy protection. We also accrued for the estimated value of future NARCO asbestos related claims expected to be asserted against the NARCO Trust. The estimate of future NARCO claims was prepared in 2002, in the same year NARCO filed for bankruptcy protection, using NARCO tort system litigation experience based on a commonly accepted methodology used by numerous bankruptcy courts addressing 524(g) trusts. Accordingly, the estimated value of future NARCO asbestos claims was prepared before there was data on claims filings and payment rates in the NARCO Trust under the Trust Distribution Procedures and prepared when the stay of all NARCO asbestos claims was in effect (which remained in effect until NARCO emerged from Bankruptcy protection). Some critical assumptions underlying this commonly accepted methodology included claims filing rates, disease criteria and payment values contained in the Trust Distribution Procedures, 30 estimated approval rates of claims submitted to the NARCO Trust and epidemiological studies estimating disease instances. This estimate resulted in a range of estimated liability of $743 million to $961 million. We believe that no amount within this range is a better estimate than any other amount and accordingly, we have recorded the minimum amount in the range. Given the Trust’s lack of sufficiently reliable claims data since NARCO emerged from bankruptcy protection, is not yet possible to update our estimated future claim costs based on actual NARCO Trust experience. Regarding Bendix Friction Materials (“Bendix”) asbestos related claims, we accrued for the estimated value of pending claims using average resolution values for the previous five years. We also accrued for the estimated value of term of epidemiological projections through 2059 based on historic and anticipated claims filing experience and dismissal rates, disease classifications, and average resolution values in the tort system for the previous five years. future claims related to Bendix over the full it In connection with the recognition of liabilities for asbestos related matters, we record asbestos related insurance recoveries that are deemed probable. In assessing the probability of insurance recovery, we make judgments concerning insurance coverage that we believe are reasonable and consistent with our historical dealings and our knowledge of any pertinent solvency issues surrounding insurers. While the substantial majority of our insurance carriers are solvent, some of our individual carriers are insolvent, which has been considered in our analysis of probable recoveries. Projecting future events is subject to various uncertainties that could cause the insurance recovery on asbestos related liabilities to be higher or lower than that projected and recorded. Given the inherent uncertainty in making future projections, we reevaluate our projections concerning our probable insurance recoveries considering any changes to the projected liability, our recovery experience or other relevant factors that may impact future insurance recoveries. Additionally, in conjunction with the Garrett spin-off, the Company entered into an indemnification and reimbursement agreement with a Garrett subsidiary, pursuant to which Garrett’s subsidiary has an obligation to make cash payments to Honeywell as reimbursement for asbestos liabilities. Accordingly, the Company has recorded an indemnification receivable and we monitor the recoverability of such receivable, which is subject to terms of applicable credit agreements of Garrett and its general ability to pay. See Note 20 Commitments and Contingencies of Notes to Consolidated Financial Statements for a discussion of management’s judgments applied in the recognition and measurement of our asbestos- related liabilities and related insurance recoveries, and additional details regarding the indemnification and reimbursement agreement. Defined Benefit Pension Plans—We sponsor both funded and unfunded U.S. and non-U.S. defined benefit pension plans. For financial reporting purposes, net periodic pension (income) expense is calculated annually based upon a number of actuarial assumptions, including a discount rate for plan obligations and an expected long-term rate of return on plan assets. Changes in the discount rate and expected long-term rate of return on plan assets could materially affect the annual pension (income) expense amount. Annual pension (income) expense is comprised of service and interest cost, assumed return on plan assets, prior service amortization (Pension Ongoing (Income) Expense) and a potential mark-to-market adjustment (MTM Adjustment). The key assumptions used in developing our 2018, 2017 and 2016 net periodic pension (income) expense for our U.S. plans included the following: 2018 2017 2016 Discount Rate: Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.68% 4.20% 4.46% 3.77% 4.42% 4.69% 3.27% 3.49% 3.59% Assets: Expected rate of return. . . . . . . . . . . . . . . . . . . . . . . . . . Actual rate of return. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actual 10 year average annual compounded rate of return. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.75% 7.75% 7.75% 9.7% -1.8% 20.5% 11.0% 7.4% 6.4% 31 The MTM Adjustment represents the recognition of net actuarial gains or losses in excess of 10% of the greater of the fair value of plan assets or the plans’ projected benefit obligation (the corridor). Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension plans or when assumptions change. The primary factors contributing to actuarial gains and losses are changes in the discount rate used to value pension obligations as of the measurement date each year and the difference between expected and actual returns on plan assets. The mark-to-market accounting method results in the potential for volatile and difficult to forecast MTM Adjustments. MTM charges were $37 million, $87 million and $273 million in 2018, 2017 and 2016. We determine the expected long-term rate of return on plan assets utilizing historical plan asset returns over varying long-term periods combined with our expectations of future market conditions and asset mix considerations (see Note 21 Pension and Other Postretirement Benefits of Notes to Consolidated Financial Statements for details on the actual various asset classes and targeted asset allocation percentages for our pension plans). We plan to use an expected rate of return on plan assets of 6.75% for 2019 down from 7.75% for 2018 reflecting a re-balancing of assets to more fixed income during 2018. The discount rate reflects the market rate on December 31 (measurement date) for high-quality fixed-income investments with maturities corresponding to our benefit obligations and is subject to change each year. The discount rate can be volatile from year to year as it is determined based upon prevailing interest rates as of the measurement date. We used a 4.35% discount rate to determine benefit obligations as of December 31, 2018, reflecting the increase in the market interest rate environment since the prior year-end. In addition to the potential for MTM Adjustments, changes in our expected rate of return on plan assets and discount rate resulting from economic events also affects future pension ongoing (income) expense. The following table highlights the sensitivity of our U.S. pension obligations and ongoing (income) expense to changes in these assumptions, assuming all other assumptions remain constant. These estimates exclude any potential MTM Adjustment: Change in Assumption Impact on 2019 Pension Ongoing Expense 0.25 percentage point decrease in discount rate . . Decrease $20 million 0.25 percentage point increase in discount rate . . . Increase $20 million 0.25 percentage point decrease in expected rate of return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase $41 million 0.25 percentage point increase in expected rate of return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease $41 million Impact on PBO Increase $420 million Decrease $410 million — — Pension ongoing income for our world-wide pension plans is expected to be approximately $590 million in 2019 compared with pension ongoing income of $992 million in 2018. The expected decrease in pension income is primarily due to lower actual asset returns in 2018 and a lower expected return on asset assumption for 2019 in our U.S. and UK plans. Also, if required, an MTM Adjustment will be recorded in the fourth quarter of 2019 in accordance with our pension accounting method as previously described. to reliably forecast or predict whether there will be a MTM Adjustment in 2019, and if one is required, what the magnitude of such adjustment will be. MTM Adjustments are primarily driven by events and circumstances beyond the control of the Company such as changes in interest rates and the performance of the financial markets. is difficult It Long-Lived Assets (including Tangible and Finite-Lived Intangible Assets)—The determina- tion of useful lives (for depreciation/amortization purposes) and whether or not tangible and intangible assets are impaired involves the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. We evaluate the recoverability of the carrying amount of our long- lived assets whenever events or changes in circumstances indicate that the carrying amount of a long- lived asset group may not be fully recoverable. The principal factors in considering when to perform an impairment review are as follows: 32 • Significant under-performance (i.e., declines in sales, earnings or cash flows) of a business or product line in relation to expectations; • Annual operating plans or strategic plan outlook that indicate an unfavorable trend in operating performance of a business or product line; • Significant negative industry or economic trends; or • Significant changes or planned changes in our use of the assets. Once it is determined that an impairment review is necessary, recoverability of assets is measured by comparing the carrying amount of the asset grouping to the estimated future undiscounted cash flows. If the carrying amount exceeds the estimated future undiscounted cash flows, the asset grouping is considered to be impaired. The impairment is then measured as the difference between the carrying amount of the asset grouping and its fair value. We endeavor to utilize the best information available to measure fair value, which is usually either market prices (if available), level 1 or level 2 of the fair value hierarchy, or an estimate of the future discounted cash flow, level 3 of the fair value hierarchy. The key estimates in our discounted cash flow analysis include assumptions as to expected industry and business growth rates, sales volume, selling prices and costs, cash flows, and the discount rate selected. These estimates are subject to changes in the economic environment, including market interest rates and expected volatility. Management believes the estimates of future cash flows and fair values are reasonable; however, changes in estimates due to variance from assumptions could materially affect the valuations. Goodwill and Indefinite-Lived Intangible Assets Impairment Testing—Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to annual, or more frequent if necessary, impairment testing. In testing goodwill and indefinite-lived intangible assets, the fair value is estimated utilizing a discounted cash flow approach utilizing cash flow forecasts in our five year strategic and annual operating plans adjusted for terminal value assumptions. These impairment tests involve the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. To address this uncertainty we perform sensitivity analysis on key estimates and assumptions. Income Taxes—On a recurring basis, we assess the need for a valuation allowance against our deferred tax assets by considering all available positive and negative evidence, such as past operating results, projections of future taxable income, enacted tax law changes and the feasibility and impact of tax planning initiatives. Our projections of future taxable income include a number of estimates and assumptions regarding our volume, pricing and costs, as well as the timing and amount of reversals of taxable temporary differences. For further discussion of additional income tax policies and provision items recorded in regards to U.S Tax Reform, see Note 1 Summary of Significant Accounting Policies and Note 5 Income Taxes of Notes to Consolidated Financial Statements. Sales Recognition on Long-Term Contracts—We recognize sales for long-term contracts with performance obligations satisfied over time using either an input or output method. We recognize revenue over time as we perform on these contracts based on the continuous transfer of control to the customer. With control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. We generally use the cost-to-cost input method of progress for our contracts because it best depicts the transfer of control to the customer that occurs as we incur costs. Under the cost-to-cost method, the extent of progress towards completion is measured based on the proportion of costs incurred to date to the total estimated costs at completion of the performance obligation. Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion requires judgment. Contract revenues are largely determined by negotiated contract prices and quantities, modified by our assumptions regarding contract options, change orders, incentive and award provisions associated with technical performance and price adjustment clauses (such as inflation or index-based clauses). Cost estimates are largely based on negotiated or estimated purchase contract terms, historical performance trends and other economic projections. Significant factors that influence these estimates 33 include inflationary trends, technical and schedule risk, internal and subcontractor performance trends, business volume assumptions, asset utilization, and anticipated labor agreements. Revenue and cost estimates are regularly monitored and revised based on changes in circumstances. Impacts from changes in estimates of net sales and cost of sales are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation’s percentage of completion. Anticipated losses on long- term contracts are recognized when such losses become evident. We maintain financial controls over the customer qualification, contract pricing and estimation processes to reduce the risk of contract losses. 34 OTHER MATTERS Litigation See Note 20 Commitments and Contingencies of Notes to Consolidated Financial Statements for a discussion of environmental, asbestos and other litigation matters. Recent Accounting Pronouncements See Note 1 Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for a discussion of recent accounting pronouncements. Item 7A. Quantitative and Qualitative Disclosures About Market Risks Information relating to market risks is included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Financial Instruments”. 35 Item 8. Financial Statements and Supplementary Data HONEYWELL INTERNATIONAL INC. CONSOLIDATED STATEMENT OF OPERATIONS 2018 Years Ended December 31, 2017 (Dollars in millions, except per share amounts) 2016 Product sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,848 8,954 41,802 $32,317 8,217 40,534 $31,362 7,940 39,302 Costs, expenses and other Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of services sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . Other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest and other financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Net income attributable to the noncontrolling interest . . . . . . . . . . 23,634 5,412 29,046 6,051 (1,149) 367 34,315 7,487 659 6,828 63 23,176 4,968 28,144 6,087 (963) 316 33,584 6,950 5,362 1,588 43 22,612 5,065 27,677 5,574 (739) 338 32,850 6,452 1,603 4,849 37 Net income attributable to Honeywell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,765 $ 1,545 $ 4,812 Earnings per share of common stock—basic. . . . . . . . . . . . . . . . . . . . . . . . $ 9.10 $ 2.03 $ 6.30 Earnings per share of common stock—assuming dilution . . . . . . . . . . . . $ 8.98 $ 2.00 $ 6.21 The Notes to Consolidated Financial Statements are an integral part of this statement. 36 HONEYWELL INTERNATIONAL INC. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Years Ended December 31, 2018 2016 2017 (Dollars in millions) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,828 $1,588 $4,849 Other comprehensive income (loss), net of tax Foreign exchange translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service (cost) credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service credit recognized during year . . . . . . . . . . . . . . . . . . . . . . Actuarial losses recognized during year . . . . . . . . . . . . . . . . . . . . . . . . . Settlements and curtailments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange translation and other . . . . . . . . . . . . . . . . . . . . . . . . . Pensions and other postretirement benefit adjustments . . . . . . . . . . . . Effective portion of cash flow hedges recognized in other comprehensive income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: reclassification adjustment for (losses) gains included in net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in fair value of effective cash flow hedges . . . . . . . . . . . . . . . Other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . Comprehensive income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Comprehensive income attributable to the noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (685) (602) 2 (74) 35 2 31 (606) 89 4 85 (1,206) 5,622 (37) 753 (59) (70) 83 19 (49) 677 (52) (443) (18) (78) 236 (5) 73 (235) (101) 103 60 (161) 479 2,067 (5) 108 (179) 4,670 53 51 29 Comprehensive income attributable to Honeywell . . . . . . . . . . . . . . . . . . . . . . $ 5,569 $2,016 $4,641 The Notes to Consolidated Financial Statements are an integral part of this statement. 37 HONEYWELL INTERNATIONAL INC. CONSOLIDATED BALANCE SHEET December 31, 2018 2017 (Dollars in millions) A S S E T S Current assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,287 1,623 7,508 4,326 1,618 $ 7,059 3,758 8,866 4,613 1,706 Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments and long-term receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other intangible assets—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance recoveries for asbestos related liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,362 742 5,296 15,546 4,139 437 382 6,869 26,002 667 5,926 18,277 4,496 479 251 3,372 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 57,773 $ 59,470 L I A B I L I T I E S Current liabilities: Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial paper and other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . Current maturities of long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Postretirement benefit obligations other than pensions . . . . . . . . . . . . . . . . . . . . . . . Asbestos related liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,607 3,586 2,872 6,859 18,924 9,756 1,713 344 2,269 6,402 $ 6,584 3,958 1,351 6,968 18,861 12,573 2,664 512 2,260 5,930 Redeemable noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 5 S H A R E O W N E R S ’ E Q U I T Y Capital—common stock issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock held in treasury, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Honeywell shareowners’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total shareowners’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities, redeemable noncontrolling interest and shareowners’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 958 6,452 (19,771) (3,437) 33,978 18,180 178 958 6,212 (15,914) (2,235) 27,481 16,502 163 18,358 16,665 $ 57,773 $ 59,470 The Notes to Consolidated Financial Statements are an integral part of this statement. 38 HONEYWELL INTERNATIONAL INC. CONSOLIDATED STATEMENT OF CASH FLOWS Years Ended December 31, 2018 2016 2017 (Dollars in millions) Cash flows from operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Net income attributable to the noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,828 63 $ 1,588 43 $ 4,849 37 Net income attributable to Honeywell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income attributable to Honeywell to net cash provided 6,765 1,545 4,812 by operating activities: Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Gain) loss on sale of non-strategic businesses and assets . . . . . . . . . . . . . . . . . . . . . Repositioning and other charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net payments for repositioning and other charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension and other postretirement (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension and other postretirement benefit payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in assets and liabilities, net of the effects of acquisitions and divestitures: Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 721 395 — 1,091 (652) (987) (80) 175 (586) (694) (236) (503) 218 733 74 717 398 7 973 (628) (647) (106) 176 2,452 1,642 (682) (259) (568) 924 22 726 304 (178) 690 (625) (360) (143) 184 78 194 (547) (18) (106) 254 233 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,434 5,966 5,498 Cash flows from investing activities: Expenditures for property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from disposals of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash paid for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of businesses, net of fees paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by (used for) investing activities . . . . . . . . . . . . . . . . . . . . . . . Cash flows from financing activities: Proceeds from issuance of commercial paper and other short-term borrowings . . . . . . . Payments of commercial paper and other short-term borrowings. . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments of long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments to purchase the noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pre-separation funding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pre-spin borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Spin-off cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (828) 15 (4,059) 6,032 (535) — 402 1,027 23,891 (24,095) 267 27 (1,330) (4,000) (2,272) — 2,801 — (179) (142) (1,031) 86 (6,743) 4,414 (82) — (218) (3,574) 13,701 (13,532) 520 1,238 (292) (2,889) (2,119) — — — — (143) Net cash (used for) provided by financing activities. . . . . . . . . . . . . . . . . . . . . . . (5,032) (3,516) Effect of foreign exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (201) 2,228 7,059 340 (784) 7,843 (1,095) 21 (3,954) 3,681 (2,573) 296 282 (3,342) 18,997 (21,461) 409 9,245 (2,839) (2,079) (1,915) (238) 269 38 (38) (42) 346 (114) 2,388 5,455 Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,287 $ 7,059 $ 7,843 The Notes to Consolidated Financial Statements are an integral part of this statement. 39 HONEYWELL INTERNATIONAL INC. CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY 2018 Shares $ Years Ended December 31, 2017 2016 Shares $ (in millions) Shares $ Common stock, par value. . . . . . . . . . . . . . . . . . . . . . . . 957.6 958 957.6 958 957.6 958 Additional paid-in capital Beginning balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issued for employee savings and option plans. . Stock-based compensation expense . . . . . . . . . . . Other owner changes . . . . . . . . . . . . . . . . . . . . . . . . . Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock Beginning balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reacquired stock or repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issued for employee savings and option plans. . 6,212 65 175 — 6,452 5,781 255 176 — 6,212 5,377 183 171 50 5,781 (206.7) (15,914) (196.8) (13,366) (187.2) (11,664) (26.5) 5.2 (4,000) 143 (20.5) 10.6 (2,889) 341 (19.3) 9.7 (2,079) 377 Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (228.0) (19,771) (206.7) (15,914) (196.8) (13,366) Retained earnings Beginning balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adoption of new accounting standards . . . . . . . . . Net income attributable to Honeywell. . . . . . . . . . . Dividends on common stock . . . . . . . . . . . . . . . . . . . Spin-offs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redemption value adjustment. . . . . . . . . . . . . . . . . . Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income (loss) Beginning balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange translation adjustment . . . . . . . Pensions and other postretirement benefit adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in fair value of effective cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncontrolling interest Beginning balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions, divestitures, and other . . . . . . . . . . . . Net income attributable to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange translation adjustment . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,481 264 6,765 (2,279) 1,749 (2) 33,978 (2,235) (728) (559) 85 (3,437) 163 (12) 63 (10) (26) 178 28,046 — 1,545 (2,101) (9) — 27,481 (2,714) (37) 677 (161) (2,235) 178 (11) 43 8 (55) 163 25,480 — 4,812 (1,883) (362) (1) 28,046 (2,535) (52) (235) 108 (2,714) 135 31 37 (8) (17) 178 Total shareowners’ equity. . . . . . . . . . . . . . . . . . . . . . . . 729.6 18,358 750.9 16,665 760.8 18,883 The Notes to Consolidated Financial Statements are an integral part of this statement. 40 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share amounts) Note 1. Summary of Significant Accounting Policies Accounting Principles—The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The following is a description of Honeywell’s significant accounting policies. Principles of Consolidation—The consolidated financial statements include the accounts of Honeywell International Inc. and all of its subsidiaries and entities in which a controlling interest is maintained. Our consolidation policy requires equity investments that we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee’s activities to be accounted for using the equity method. Investments through which we are not able to exercise significant influence over the investee and which we do not have readily determinable fair values are accounted for under the cost method. All intercompany transactions and balances are eliminated in consolidation. Property, Plant and Equipment—Property, plant and equipment are recorded at cost, including any asset retirement obligations, less accumulated depreciation. For financial reporting, the straight- line method of depreciation is used over the estimated useful lives of 10 to 50 years for buildings and improvements and 2 to 16 years for machinery and equipment. Recognition of the fair value of obligations associated with the retirement of tangible long-lived assets is required when there is a legal obligation to incur such costs. Upon initial recognition of a liability, the cost is capitalized as part of the related long-lived asset and depreciated over the corresponding asset’s useful life. Goodwill and Indefinite-Lived Intangible Assets—Goodwill and indefinite-lived intangible assets are subject to impairment testing annually as of March 31, and whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. This testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value. We completed our annual goodwill impairment test as of March 31, 2018 and determined that there was no impairment as of that date. Other Intangible Assets with Determinable Lives—Other intangible assets with determinable lives consist of customer lists, technology, patents and trademarks and other intangibles and are amortized over their estimated useful lives, ranging from 2 to 24 years. Sales Recognition—Product and service sales are recognized when or as we transfer control of the promised products or services to our customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Service sales, principally representing repair, maintenance and engineering activities are recognized over the contractual period or as services are rendered. Sales under long-term contracts with performance obligations satisfied over time are recognized using either an input or output method. We recognize revenue over time as we perform on these contracts because of the continuous transfer of control to the customer. With control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. We generally use the cost-to-cost input method of progress for our contracts because it best depicts the transfer of control to the customer that occurs as we incur costs. Under the cost-to-cost method, the extent of progress towards completion is measured based on the proportion of costs incurred to date to the total estimated costs at completion of the performance obligation. We review our cost estimates on significant contracts on a periodic basis, or when circumstances change and warrant a modification to a previous estimate. Cost estimates are largely based on negotiated or estimated purchase contract terms, historical performance trends and other economic projections. Significant factors that influence these estimates include inflationary trends, technical and schedule risk, internal and subcontractor performance trends, business volume assumptions, asset utilization, and anticipated labor agreements. Provisions for anticipated losses on long-term contracts are recorded in full when such losses become evident, to the extent required. 41 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) The customer funding for costs incurred for nonrecurring engineering and development activities of our products under agreements with commercial customers is deferred and subsequently recognized as revenue as products are delivered to the customers. Additionally, expenses incurred, up to the customer agreed funded amount, are deferred as an asset and recognized as cost of sales when products are delivered to the customer. The deferred customer funding and costs result in recognition of deferred costs (asset) and deferred revenue (liability) on our Consolidated Balance Sheet. Revenues for our mechanical service programs are recognized as performance obligations are satisfied over time, with recognition reflecting a series of distinct services using the output method. The terms of a contract or the historical business practice can give rise to variable consideration due to, but not limited to, cash-based incentives, rebates, performance awards, or credits. We estimate variable consideration at the most likely amount we will receive from customers. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for such transaction will not occur, or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. For the years ended 2017 and 2016, prior to the adoption of the revenue recognition standard (see Note 7 Revenue Recognition and Contracts with Customers), product and service sales were recognized when persuasive evidence of an arrangement existed, product delivery had occurred or services had been rendered, pricing was fixed or determinable, and collection was reasonably assured. Service sales, the principally representing repair, maintenance and engineering activities were recognized over contractual period or as services were rendered. Sales under long-term contracts were recorded on a percentage-of-completion method measured on the cost-to-cost basis for engineering-type contracts and the units-of-delivery basis for production-type contracts. Provisions for anticipated losses on long-term contracts were recorded in full when such losses became evident. Revenues from contracts with multiple element arrangements were recognized as each element was earned based on the relative fair value of each element provided the delivered elements had value to customers on a standalone basis. Amounts allocated to each element were based on its objectively determined fair value, such as the sales price for the product or service when it was sold separately or competitor prices for similar products or services. Environmental—We accrue costs related to environmental matters when it is probable that we have incurred a liability related to a contaminated site and the amount can be reasonably estimated. For additional information, see Note 20 Commitments and Contingencies. Asbestos Related Liabilities and Insurance Recoveries, and Indemnification Receivables— We recognize a liability for any asbestos related contingency that is probable of occurrence and reasonably estimable. In connection with the recognition of liabilities for asbestos related matters, we record asbestos related insurance recoveries that are deemed probable. Additionally, in conjunction with the Garrett spin-off, the Company entered into an indemnification and reimbursement agreement with a Garrett subsidiary, pursuant to which Garrett’s subsidiary has an obligation to make cash payments to Honeywell as reimbursement the Company has recorded an indemnification receivable and we monitor the recoverability of such receivable, which is subject to terms of applicable credit agreements of Garrett and its general ability to pay. For additional information, see Note 20 Commitments and Contingencies. for asbestos liabilities. Accordingly, Aerospace Sales Incentives—We provide sales incentives to commercial aircraft manufacturers and airlines in connection with their selection of our aircraft equipment, predominately wheel and braking system hardware, avionics, and auxiliary power units, for installation on commercial aircraft. These incentives consist of free or deeply discounted products, credits for future purchases of product or upfront cash payments. These costs are generally recognized in the period incurred as cost of products sold or as a reduction to relevant sales, as appropriate. 42 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Research and Development—Research and development costs for company-sponsored research and development projects are expensed as incurred. Such costs are principally included in cost of products sold and were $1,809 million, $1,835 million and $1,864 million in 2018, 2017 and 2016. Stock-Based Compensation Plans—The principal awards issued under our stock-based compensation plans, which are described in Note 19 Stock-Based Compensation Plans, are non- qualified stock options and restricted stock units. The cost for such awards is measured at the grant date based on the fair value of the award. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods (generally the vesting period of the equity award) and is included in selling, general and administrative expenses. Forfeitures are estimated at the time of grant to recognize expense for those awards that are expected to vest and are based on our historical forfeiture rates. Pension Benefits—On January 1, 2018, we retrospectively adopted the new accounting guidance on presentation of net periodic pension costs. That guidance requires that we disaggregate the service cost component of net benefit costs and report those costs in the same line item or items in the Consolidated Statement of Operations as other compensation costs arising from services rendered by the pertinent employees during the period. The other non-service components of net benefit costs are required to be presented separately from the service cost component. Following the adoption of this guidance, we continue to record the service cost component of Pension ongoing (income) expense in Costs of products and services sold and Selling, general and administrative expenses. The remaining components of net benefit costs within Pension ongoing (income) expense, primarily interest costs and assumed return on plan assets, are now recorded in Other (income) expense. See Note 4 Other (Income) Expense for amounts that were reclassified. We will continue to recognize net actuarial gains or losses in excess of 10% of the greater of the fair value of plan assets or the plans’ projected benefit obligation (the corridor) annually in the fourth quarter each year (MTM Adjustment). The MTM Adjustment will also be reported in Other (income) expense. Foreign Currency Translation—Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated into U.S. Dollars using year-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during the year. Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive income (loss). For subsidiaries operating in highly inflationary environments, including related expenses, are remeasured at the exchange rate in effect on the date the assets were acquired, while monetary assets and liabilities are remeasured at year-end exchange rates. Remeasurement adjustments for these subsidiaries are included in earnings. inventories and property, plant and equipment, Derivative Financial Instruments—We minimize our risks from interest and foreign currency exchange rate fluctuations through our normal operating and financing activities and, when deemed appropriate through the use of derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. We do not use leveraged derivative financial instruments that qualify for hedge accounting must be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract. instruments. Derivative financial instruments. Derivative financial All derivatives are recorded on the balance sheet as assets or liabilities and measured at fair value. For derivatives designated as hedges of the fair value of assets or liabilities, the changes in fair values of both the derivatives and the hedged items are recorded in current earnings. For derivatives designated as cash flow hedges, the effective portion of the changes in fair value of the derivatives are recorded in Accumulated other comprehensive income (loss) and subsequently recognized in earnings instruments are when the hedged items impact earnings. Cash flows of such derivative financial 43 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) classified consistent with the underlying hedged item. We have elected to exclude the time value of the derivatives (i.e., the forward points) from the assessment of hedge effectiveness and recognize the initial value of the excluded component in earnings using the amortization approach. For derivative instruments that are designated and qualify as a net investment hedge, the effective portion of the derivative’s gain or loss is reported as a component of Other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss). The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. judgment Income Taxes—Significant is required in evaluating tax positions. We establish additional reserves for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum recognition threshold. The approach for evaluating certain and uncertain tax positions is defined by the authoritative guidance which determines when a tax position is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, the Company and its subsidiaries are examined by various federal, state and foreign tax authorities. We regularly assess the potential these examinations and any future examinations for the current or prior years in outcomes of determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to a change in estimate become known. For discussion of the impacts from what is commonly referred to as the U.S. Tax Cuts and Jobs Act (“U.S Tax Reform”), see Note 5 Income Taxes. Cash and cash equivalents—Cash and cash equivalents include cash on hand and highly liquid investments having an original maturity of three months or less. Earnings Per Share—Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. Reclassifications—Certain prior year amounts have been reclassified to conform to the current year presentation. Recent Accounting Pronouncements—We consider the applicability and impact of all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated results of operations, financial position and cash flows (consolidated financial statements). In February 2016, the FASB issued guidance on accounting for leases which requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases. The guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases that will be effective for interim and annual periods beginning after December 15, 2018. The standard allows modified retrospective transition method where an entity can elect to apply the transition provisions at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Effective January 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying the new standard at the adoption date. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of approximately $0.7 billion. The adoption of this standard did not have a material impact related to existing leases and as a result, a cumulative-effect adjustment was not recorded. We are currently working to complete the implementation of new processes and information technology tools to 44 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) assist in our ongoing lease data collection and analysis, and updating our accounting policies and internal controls in connection with the adoption of the new standard. In October 2016, the FASB issued an accounting standard update which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, at the time the entity transfer occurs rather than when the asset is ultimately transferred to a third party, as required under current U.S. GAAP. The guidance is intended to reduce diversity in practice, particularly for transfers involving intellectual property. We adopted the accounting standard update as of January 1, 2018. The guidance requires application on a modified retrospective basis. The adoption of this guidance increases our deferred tax assets by $339 million with a cumulative-effect adjustment to retained earnings of the same amount. In August 2017, the FASB issued amendments to hedge accounting guidance. These amendments are intended to better align risk management strategies and financial reporting for hedging relationships. Under the new guidance, more hedging strategies will be eligible for hedge accounting and the application of hedge accounting is simplified. In addition, the new guidance amends presentation and disclosure requirements. The Company adopted this standard effective January 1, 2018 using a modified retrospective approach. The adoption did not have a material impact on the Company’s financial position, results of operations, or cash flows. In February 2018, the FASB issued guidance that allows for an entity to elect to reclassify the income tax effects on items within accumulated other comprehensive income resulting from U.S. Tax Reform to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, including interim periods within those years. Upon adoption, the Company does not expect to elect to reclassify the stranded income tax effects of U.S. Tax Reform from accumulated other comprehensive income to retained earnings. Note 2. Acquisitions and Divestitures During 2018, we acquired businesses for an aggregate cost (net of cash and debt assumed) of approximately $535 million, mainly due to the November 2018 acquisition of Transnorm, a global leader in high-performance conveyor and warehouse solutions. Transnorm is part of Safety and Productivity Solutions. The preliminary determination of the assets and liabilities acquired with Transnorm have been included in the Consolidated Balance Sheet as of December 31, 2018, including $338 million allocated to goodwill, which is non-deductible for tax purposes. During 2017 there were no significant acquisitions individually or in aggregate. During 2016, we acquired businesses for an aggregate cost (net of cash and debt assumed) of $2,538 million. In August 2016, the Company acquired Intelligrated, a leading provider of supply chain and warehouse automation technologies, for an aggregate value, net of cash acquired, of $1,488 million. Intelligrated is part of Safety and Productivity Solutions. Management recorded goodwill and intangible assets acquired of, $1,121 million and $507 million, respectively. The Intelligrated identifiable intangible assets primarily include customer relationships, technology, and trade name that are being amortized over their estimated lives ranging from 1 to 15 years using straight line and accelerated amortization methods. The goodwill is non-deductible for tax purposes. In April 2016, the Company completed the acquisition of Xtralis International Holdings Limited (“Xtralis”), a leading global provider of aspiration smoke detection and perimeter security technologies, for an aggregate cost, net of cash acquired and debt assumed, of $515 million. Xtralis is part of Honeywell Building Technologies. In February 2016, the Company acquired 100 percent of the issued and outstanding shares of COM DEV International (“COM DEV”), a leading satellite and space components provider, for an aggregate value, net of cash acquired and debt assumed, of $347 million. COM DEV is part of Aerospace. 45 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) In January 2016, the Company acquired the remaining 30 percent noncontrolling interest in UOP Russell LLC, which develops technology and manufactures modular equipment to process natural gas, for $240 million. UOP Russell LLC is part of Performance Materials and Technologies. On October 1, 2018, the Company completed the tax-free spin-off to Honeywell shareowners of its Transportation Systems business, part of Aerospace, into a standalone publicly-traded company, Garrett Motion Inc. (“Garrett”). On October 29, 2018, the Company completed the tax-free spin-off to Honeywell shareowners of its Homes and Global Distribution business, part of Home and Building Technologies (renamed Honeywell Building Technologies following the spin-off), into a standalone publicly-traded company, Resideo Technologies, (“Resideo”). The assets of approximately including approximately $2.8 billion of goodwill and net of recorded indemnification $5.5 billion, receivables, and liabilities of approximately $7.2 billion associated with spin-off entities have been removed through Retained Earnings from the Company’s Consolidated Balance Sheet as of the effective date of the spin-off. The results of operations and cash flows are included in the Consolidated Statement of Operations and Consolidated Statement of Cash Flows through the effective date of the spin-off. The Income before taxes attributable to the spin-off businesses were $0.4 billion, $0.5 billion, and $0.6 billion for 2018, 2017 and 2016. Inc. Honeywell shareowners of record as of the close of business on October 16, 2018 received one share of Resideo common stock for every 6 shares of Honeywell common stock. Immediately prior to the effective date of the spin-off, Resideo incurred debt of $1.2 billion to make a cash distribution to the Company. Honeywell shareowners of record as of the close of business on September 18, 2018 received one share of Garrett common stock for every 10 shares of Honeywell common stock. Immediately prior to the effective date of the spin-off, Garrett incurred debt of $1.6 billion to make a cash distribution to the Company. In 2018 in connection with the spin-off, the Company entered into certain agreements with including transition services Resideo and Garrett agreements to provide certain administrative and other services for a limited time, and tax matters and indemnity agreements. As of the end of 2018, most of those agreements are still in effect. legal and structural separation, to effect our On October 1, 2016, the Company completed the tax-free spin-off to Honeywell shareowners of its Resins and Chemicals business, part of Performance Materials and Technologies, into a standalone, publicly-traded company (named AdvanSix Inc. (“AdvanSix”)). The assets and liabilities associated with AdvanSix have been removed from the Company’s Consolidated Balance Sheet as of the effective date of the spin-off. The results of operations for AdvanSix are included in the Consolidated Statement of Operations through the effective date of the spin-off. Honeywell shareowners of record as of the close of business on September 16, 2016 received one share of AdvanSix common stock for every 25 shares of Honeywell common stock. Immediately prior to the effective date of the spin-off, AdvanSix incurred debt to make a cash distribution of $269 million to the Company. At the same time, AdvanSix also incurred $38 million of borrowings in order to fund its post spin-off working capital. In 2016 in connection with the spin-off, the Company entered into certain agreements with AdvanSix to effect our legal and structural separation including a transition services agreement with AdvanSix to provide certain administrative and other services for a limited time. As of the end of 2018, those agreements have ended. On September 16, 2016, the Company completed the sale of Honeywell Technology Solutions Inc. for a sale price of $300 million. The Company recognized a pre-tax gain of $176 million, which was recorded in Other (income) expense. The Honeywell Technology Solutions Inc. business was part of Aerospace. 46 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Note 3. Repositioning and Other Charges A summary of repositioning and other charges follows: Years Ended December 31, 2017 2018 2016 Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net repositioning charge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asbestos related litigation charges, net of insurance and indemnities . . Probable and reasonably estimable environmental liabilities, net of indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net repositioning and other charges. . . . . . . . . . . . . . . . . . . . . . . . $ 289 162 79 (10) 520 163 345 63 $1,091 $305 142 60 (16) 491 159 287 36 $973 $ 283 43 43 (109) 260 217 195 18 $ 690 The following table summarizes the pre-tax distribution of total net repositioning and other charges by classification: Years Ended December 31, 2018 2017 2016 Cost of products and services sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . Other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 811 239 41 $1,091 $736 187 50 $973 $517 126 47 $690 The following table summarizes the pre-tax impact of total net repositioning and other charges by segment: Years Ended December 31, 2018 2017 2016 Aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Honeywell Building Technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Materials and Technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Safety and Productivity Solutions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 154 111 191 133 502 $1,091 $248 78 102 51 494 $973 $293 28 101 1 267 $690 In 2018, we recognized repositioning charges totaling $530 million including severance costs of $289 million related to workforce reductions of 6,486 manufacturing and administrative positions across our segments. The workforce reductions were primarily related to planned site closures, mainly in Safety and Productivity Solutions, Performance Materials and Technologies and Honeywell Building Technologies, as we transition manufacturing sites to more cost-effective locations. The workforce reductions were also related to our productivity and ongoing functional transformation initiatives. The repositioning charge included asset impairments of $162 million mainly related to manufacturing plant and equipment associated with planned site closures. Asset impairments also included the write-down of a legacy property in Corporate in connection with its planned disposition and the write-off of certain capitalized assets in Corporate. The repositioning charge included exit costs of $79 million primarily related to a termination fee associated with the early cancellation of a supply agreement for certain raw materials in Performance Materials and Technologies and for closure obligations associated with planned site closures. In 2017, we recognized repositioning charges totaling $507 million including severance costs of $305 million related to workforce reductions of 7,096 manufacturing and administrative positions across 47 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) in each of our segments, our segments. The workforce reductions were primarily related to cost savings actions taken in transformation initiatives and with site connection with our productivity and ongoing functional transitions, to more cost-effective locations. The repositioning charge included asset impairments of $142 million principally in our Corporate segment related to the write- down of legacy properties and certain equipment in connection with their planned disposition and the write-down of a research and development facility in connection with a planned exit from such facility. The repositioning charge included exit costs of $60 million principally for closure obligations associated with site transitions in each of our segments and for lease exit obligations in our Corporate segment. In 2016, we recognized repositioning charges totaling $369 million including severance costs of $283 million related to workforce reductions of 6,585 manufacturing and administrative positions across our segments. The workforce reductions were primarily related to cost savings actions taken in connection with our productivity and ongoing functional transformation initiatives; the separation of the former Automation and Control Solutions reporting segment into two new reporting segments; site transitions in each of our segments to more cost-effective locations; and achieving acquisition-related synergies. The repositioning charge included asset impairments of $43 million principally related to the write-off of certain intangible assets in connection with the sale of a Performance Materials and Technologies business. The repositioning charge included exit costs of $43 million principally for expenses related to the spin-off of our AdvanSix business and closure obligations associated with site transitions. Also, $109 million of previously established accruals, primarily for severance, were returned to income as a result of higher attrition than anticipated in prior severance programs resulting in lower required severance payments, lower than expected severance costs in certain repositioning actions, and changes in scope of previously announced repositioning actions. The following table summarizes the status of our total repositioning reserves: Severance Costs Asset Impairments Exit Costs Total Balance at December 31, 2015 . . . . . . . . . . . . . . . . . . . 2016 charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 usage—cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 usage—noncash . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation. . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . 2017 charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 usage—cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 usage—noncash . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments and reclassifications. . . . . . . . . . . . . . . . Foreign currency translation. . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . 2018 charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 usage—cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 usage—noncash . . . . . . . . . . . . . . . . . . . . . . . . . . Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation. . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . $ 329 283 (203) (6) (106) 1 298 305 (163) — (13) 15 442 289 (218) — (11) (8) (5) $ 489 $ — 43 — (43) — — — 142 — (142) — — — 162 — (163) — 1 — $ — $ 350 $ 21 369 43 (228) (25) (49) — (109) (3) (2) (3) 331 33 507 60 (14) (177) — (142) (23) (10) 17 2 513 71 530 79 (67) (285) — (163) (14) (3) (10) (3) (5) — $ 566 $ 77 Certain repositioning projects will recognize exit costs in future periods when the actual liability is incurred. Such exit costs incurred in 2018, 2017 and 2016 were not significant. In 2018, the other charge of $63 million mainly relates to reserves taken due to the required wind- down of our activities in Iran and the evaluation of potential resolution of a certain legal matter. 48 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Note 4. Other (Income) Expense Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension ongoing income—non-service . . . . . . . . . . . . . . . . . . . . . Other postretirement income—non-service . . . . . . . . . . . . . . . . . Equity income of affiliated companies. . . . . . . . . . . . . . . . . . . . . . Loss (gain) on sale of non-strategic business and assets . . . Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Separation costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended December 31, 2018 $ (217) (1,165) (32) (50) — (63) 321 57 $(1,149) 2017 $(151) (875) (21) (39) 7 18 16 82 $(963) 2016 $(106) (605) (32) (31) (178) 12 — 201 $(739) Separation costs are associated with the spin-offs of our Homes and Global Distribution business and Transportation Systems business, and are primarily associated with third party services. For the year ended December 31, 2018 and 2017, Other (net) includes asset impairments in Corporate related to the write-down of a legacy property in connection with its planned disposition. See Note 3 Repositioning and Other Charges. Refer to Note 2 Acquisitions and Divestitures and Note 13 Long-term Debt and Credit Agreements for further details of transactions recognized in 2016 within Other (income) expense. Note 5. Income Taxes Income before taxes Years Ended December 31, 2017 2016 2018 U.S.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,919 4,568 $7,487 $2,873 4,077 $6,950 $2,981 3,471 $6,452 Tax expense (benefit) Years Ended December 31, 2017 2016 2018 Tax expense (benefit) consists of Current: U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred: U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (21) 89 1,177 $1,245 $ 396 8 (990) (586) $ 659 $2,061 62 787 $2,910 $ 190 139 2,123 2,452 $5,362 $ 869 97 559 $1,525 $ 40 17 21 78 $1,603 49 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Years Ended December 31, 2017 2018 2016 The U.S. federal statutory income tax rate is reconciled to our effective income tax rate as follows: U.S. federal statutory income tax rate . . . . . . . . . . . . . . . . . . . Taxes on non-U.S. earnings(1)(2). . . . . . . . . . . . . . . . . . . . . . . . . U.S. state income taxes(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves for tax contingencies . . . . . . . . . . . . . . . . . . . . . . . . . Employee share-based payments . . . . . . . . . . . . . . . . . . . . . . . U.S. Tax Reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reduction of taxes on unremitted earnings . . . . . . . . . . . . . . Separation tax costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other items—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.0% 0.2 1.6 0.3 (0.7) (5.8) (14.2) 5.5 0.9 8.8% 35.0% (12.8) 1.4 1.6 (2.9) 56.0 — — (1.1) 77.2% 35.0% (8.0) 1.1 1.2 (2.0) — — — (2.5) 24.8% (1) Net of changes in valuation allowance (2) Includes U.S. taxes on non-U.S. earnings The effective tax rate decreased by 68.4 percentage points in 2018 compared to 2017. The decrease was primarily attributable to internal restructuring initiatives that resulted in a reduction of accrued withholding taxes of approximately $1.1 billion related to unremitted foreign earnings. In addition, we recorded a tax benefit of approximately $440 million as a reduction to our 2017 provisional estimate of impacts from U.S. Tax Reform, which was partially offset by $411 million of tax costs associated with the internal the Homes and Global Distribution business and Transportation Systems business in advance of their spin-offs. The Company’s non-U.S. effective tax rate was 4.1%, a decrease of approximately 67.3 percentage points compared to 2017. The year over year decrease in the foreign effective tax rate was primarily attributable to the impact of the Company’s internal restructuring initiatives and the reduction of accrued withholding taxes on unremitted foreign earnings, partially offset by the spin-off transactions. restructuring of The effective tax rate increased by 52.4 percentage points in 2017 compared to 2016. The increase was primarily attributable to the provisional impact of U.S. Tax Reform, partially offset by increased tax benefits from foreign tax credits and for employee share-based payments. The Company’s non-U.S. effective tax rate was 71.4%, an increase of approximately 54.7 percentage points compared to 2016. The year-over-year increase in the non-U.S. effective tax rate was primarily driven by the Company’s change in assertion regarding foreign unremitted earnings, increased expense for reserves in various jurisdictions and increased withholding taxes, partially offset by higher earnings in low tax rate jurisdictions. 50 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Deferred tax assets (liabilities) The tax effects of temporary differences and tax carryforwards which give rise to future income tax benefits and payables are as follows: Deferred tax assets: December 31, 2018 2017 Postretirement benefits other than pensions . . . . . . . . . . . . . . . . . . . . . . Asbestos and environmental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other accruals and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net operating and capital losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: Pension. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unremitted earnings of foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . Other asset basis differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120 589 262 336 688 154 2,149 (689) $ 1,460 $ (40) (422) (1,553) (616) (110) (50) (2,791) $(1,331) 177 570 218 376 632 510 2,483 (663) $ 1,820 $ (40) (439) (1,326) (2,151) (210) (67) (4,233) $(2,413) Our gross deferred tax assets include $794 million related to non-U.S. operations comprised principally of net operating losses, capital loss and tax credit carryforwards (mainly in Canada, France, Germany, Luxembourg and the United Kingdom) and deductible temporary differences. We maintain a valuation allowance of $686 million against a portion of the non-U.S. gross deferred tax assets. The change in the valuation allowance resulted in increases of $57 million, $4 million and $69 million to income tax expense in 2018, 2017 and 2016. In the event we determine that we will not be able to realize our net deferred tax assets in the future, we will reduce such amounts through an increase to income tax expense in the period such determination is made. Conversely, if we determine that we will be able to realize net deferred tax assets in excess of the carrying amounts, we will decrease the recorded valuation allowance through a reduction to income tax expense in the period that such determination is made. As of December 31, 2018, we have recorded a $616 million deferred tax liability on all of our unremitted foreign earnings based on estimated earnings and profits of approximately $20.5 billion as of the balance sheet date. As of December 31, 2018, our net operating loss, capital loss and tax credit carryforwards were as follows: Jurisdiction U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. State. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expiration Period 2038 2038 2038 Indefinite Net Operating and Capital Loss Carryforwards Tax Credit Carryforwards $ 9 406 310 2,353 $3,078 $ 22 18 117 — $157 51 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Many jurisdictions impose limitations on the timing and utilization of net operating loss and tax credit carryforwards. In those instances, whereby there is an expected permanent limitation on the utilization of the net operating loss or tax credit carryforward, the deferred tax asset and amount of the carryforward have been reduced. Change in unrecognized tax benefits: 2018 2017 2016 Balance at beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 947 $877 $765 96 Gross increases related to current period tax positions . . . . . . . . . . . . . 88 Gross increases related to prior periods tax positions . . . . . . . . . . . . . . (33) Gross decreases related to prior periods tax positions . . . . . . . . . . . . . (3) Decrease related to resolutions of audits with tax authorities . . . . . . . (10) Expiration of the statute of limitations for the assessment of taxes . . (26) Foreign currency translation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,089 $947 $877 370 82 (201) (40) (50) (19) 94 153 (91) (76) (54) 44 As of December 31, 2018, 2017, and 2016 there were $1,089 million, $947 million and $877 million of unrecognized tax benefits that if recognized would be recorded as a component of Tax expense. The following table summarizes tax years that remain subject to examination by major tax jurisdictions as of December 31, 2018: Jurisdiction U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canada(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Switzerland(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Open Tax Years Based on Originally Filed Returns Examination in progress Examination not yet initiated 2015 – 2016 2011 – 2017 N/A 2010 – 2016 2003 – 2017 2008 – 2017 2007 – 2018 1998 – 2016 2013 – 2014 2013 – 2017 2015, 2017 – 2018 2012 – 2018 2016 – 2018 2017 – 2018 2018 2018 N/A 2017 – 2018 2017 – 2018 2018 (1) Includes provincial or similar local jurisdictions, as applicable. Based on the outcome of these examinations, or as a result of the expiration of statute of limitations for specific jurisdictions, it is reasonably possible that certain unrecognized tax benefits for tax positions taken on previously filed tax returns will materially change from those recorded as liabilities in our financial statements. In addition, the outcome of these examinations may impact the valuation of certain deferred tax assets (such as net operating losses) in future periods. Unrecognized tax benefits for examinations in progress were $304 million, $487 million and $398 million, as of December 31, 2018, 2017, and 2016. Estimated interest and penalties related to the underpayment of income taxes are classified as a component of Tax expense in the Consolidated Statement of Operations and totaled $45 million, $28 million and $18 million for the years ended December 31, 2018, 2017, and 2016. Accrued interest and penalties were $426 million, $423 million and $395 million, as of December 31, 2018, 2017, and 2016. 52 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) U.S. Tax Reform During the quarter ending December 31, 2018, the Company completed the accounting for the tax effects of U.S. Tax Reform which amounted to a total tax charge of approximately $3.5 billion, most of which was recorded as a provisional estimate at the end of 2017. During 2018, we reduced our provisional estimate by approximately $440 million as a reduction to Tax expense. Corporate Tax Rate Change—The Company recorded a total tax benefit of approximately $190 million due to the decrease in the corporate statutory tax rate from 35% to 21%. This includes a measurement period adjustment of approximately $90 million recorded during 2018 as a reduction to Tax expense. The change in the provisional estimate primarily relates to information contained in tax returns that were filed during the quarter ending December 31, 2018, some of which require approval from U.S. tax authorities. The tax benefit from the change in tax rates results from the Company’s deferred tax liability position for the excess of its net book value over its tax basis of its U.S. assets and liabilities that will generate future taxable income in excess of book income. This additional taxable income will be subject to tax at a lower corporate tax rate, consequently reducing the Company’s deferred tax liability. Mandatory Transition Tax—The Company recorded a total tax charge of approximately $1,950 million due to the imposition of the mandatory transition tax (“MTT”) on the deemed repatriation of undistributed foreign earnings. This includes a measurement period adjustment of approximately $50 million recorded during 2018 as an increase to Tax expense. The change in the provisional estimate primarily relates to updated amounts from tax returns that were finalized during 2018, computations based on 2018 testing dates and guidance from the taxing authorities that was received during the year. The Company has elected to pay the MTT liability over a period of eight years. Undistributed Foreign Earnings—The Company recorded a total tax charge of approximately $1,700 million due to the Company’s intent to no longer permanently reinvest the historical unremitted earnings of its foreign affiliates that existed as of December 31, 2017. This includes a measurement period adjustment of approximately $400 million recorded during 2018 as a reduction to Tax expense. The change in the provisional estimate primarily relates to updated amounts from tax returns that were finalized during 2018, the application of foreign tax credits based on guidance issued during the year and changes to the applicable withholding tax rates in local jurisdictions. During 2018, the Company executed various internal restructuring initiatives that reduced the taxes on unremitted foreign earnings by approximately $1.1 billion that was recorded as a reduction to Tax expense. Global Intangible Low Taxed Income—U.S. Tax Reform imposes a U.S. tax on global intangible low taxed income (“GILTI”) that is earned by certain foreign affiliates owned by a U.S. shareholder. GILTI is generally intended to impose tax on the earnings of a foreign corporation that are deemed to exceed a certain threshold return relative to the underlying business investment. The Company has made a policy election to treat future taxes related to GILTI as a current period expense in the reporting period in which the tax is incurred. Note 6. Earnings Per Share The details of the earnings per share calculations for the years ended December 31, 2018, 2017 and 2016 are as follows: Basic Years Ended December 31, 2018 2016 2017 Net income attributable to Honeywell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per share of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,765 743.0 $ 9.10 $1,545 762.1 $ 2.03 $4,812 764.3 $ 6.30 53 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Assuming Dilution Net income attributable to Honeywell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average Shares Weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dilutive securities issuable—stock plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total weighted average diluted shares outstanding . . . . . . . . . . . . . . . . . . . . . Years Ended December 31, 2018 2016 2017 $6,765 $1,545 $4,812 743.0 10.0 753.0 762.1 10.0 772.1 764.3 11.0 775.3 Earnings per share of common stock—assuming dilution . . . . . . . . . . . . . . . $ 8.98 $ 2.00 $ 6.21 The diluted earnings per share calculations exclude the effect of stock options when the options’ assumed proceeds exceed the average market price of the common shares during the period. In 2018, 2017, and 2016 the weighted number of stock options excluded from the computations were 2.5 million, 2.8 million, and 7.5 million. These stock options were outstanding at the end of each of the respective periods. Note 7. Revenue Recognition and Contracts with Customers Adoption On January 1, 2018, the Company adopted new guidance on revenue from contracts with customers using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance. We recorded a net decrease to opening retained earnings of $75 million as of January 1, 2018, for the cumulative impact of adopting the new guidance. The impact primarily related to the change in accounting for mechanical service programs (change from input to output method, resulting in unbilled receivables (within Accounts receivable–net) and deferred revenue (within Accrued liabilities) being eliminated through Retained earnings) and for customer funding and the related costs incurred for nonrecurring engineering and development activities (deferral of revenues and related incurred costs until products are delivered to customers, resulting in increases in both deferred costs (assets) and deferred revenue (liability) by approximately $1.1 billion at adoption). Balance at December 31, 2017 New Revenue Standard Adjustment Balance at January 1, 2018 ASSETS Current assets: Accounts receivable—net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES Current liabilities: Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SHAREOWNERS’ EQUITY Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncontrolling interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,866 4,613 251 3,372 $ (149) (10) 40 1,082 $ 8,717 4,603 291 4,454 6,968 2,664 5,930 (48) 1 1,084 6,920 2,665 7,014 27,481 163 $ (75) 1 $ 27,406 164 $ 54 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Under the modified retrospective method of adoption, we are required to disclose the impact to revenues had we continued to follow our accounting policies under the previous revenue recognition guidance. We estimate that the impact to revenues for the year ended December 31, 2018 would have been a decrease of approximately $339 million, which is primarily due to the net impact of the classification change and deferral impact of nonrecurring engineering and development activities, and the net from service programs with certain amounts being recognized that would have previously been deferred, and certain amount being deferred that would have previously been recognized. impact Refer to Note 1 Summary of Significant Accounting Policies for a summary of our significant policies for revenue recognition. Disaggregated Revenue Honeywell has a comprehensive offering of products and services, including software and technologies, that are sold to a variety of customers in multiple end markets. See the following table and related discussions by operating segment for details. Aerospace Commercial Aviation Original Equipment . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Aviation Aftermarket. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Defense Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transportation Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Honeywell Building Technologies Products and Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distribution (ADI). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Building Management Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Building Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Building Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Materials and Technologies UOP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Process Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Smart Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Specialty Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fluorine Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Safety and Productivity Solutions Safety and Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Productivity Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warehouse and Workflow Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sensing & Internet-of-Things (IoT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2018 $ 2,833 5,373 4,665 2,622 15,493 1,732 2,196 830 2,417 2,123 9,298 2,845 3,758 1,223 1,134 1,714 10,674 2,278 1,373 1,829 857 6,337 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $41,802 Aerospace—A global supplier of products, software and services for aircraft and vehicles. Products include aircraft propulsion engines, auxiliary power units, environmental control systems, 55 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) integrated avionics, electric power systems, hardware for engine controls, flight safety, communica- tions, and navigation, satellite and space components, aircraft wheels and brakes, turbochargers and thermal systems. Software includes engine controls, flight safety, communications, navigation, radar and surveillance systems, internet connectivity and aircraft instrumentation. Services are provided to customers for the repair, overhaul, retrofit and modification of propulsion engines, auxiliary power units, avionics and mechanical systems and aircraft wheels and brakes. Honeywell Building Technologies—A global provider of products, software, solutions and technologies. Products include controls and displays for heating, cooling, indoor air quality, ventilation, humidification, combustion, lighting and home automation; sensors, switches, control systems and instruments for measuring pressure, air flow, temperature and electrical current; access control; video surveillance; fire detection; remote patient monitoring systems; and installation, maintenance and upgrades of systems that keep buildings safe, comfortable and productive. Software includes monitoring and managing heating, cooling, indoor air quality, ventilation, humidification, combustion, lighting and home automation; advanced applications for home/building control and optimization; video surveillance; and to support remote patient monitoring systems. Installation, maintenance and upgrade services of products used in commercial building applications for heating, cooling, maintaining indoor air quality, ventilation, humidification, combustion, lighting, video surveillance and fire safety. Performance Materials and Technologies—A global provider of products, software, solutions and technologies. Products include catalysts, absorbents, equipment and high-performance materials, devices for measurement, regulation, control and metering of gases and electricity, and metering and communications systems for water utilities and industries. Software is provided to support process technologies supporting automation and to monitor a variety of industrial processes used in industries such as oil and gas, chemicals, petrochemicals, metals, minerals and mining industries. Services are provided for installation and maintenance of products. Safety and Productivity Solutions—A global provider of products, software and solutions. Products include personal protection equipment and footwear, gas detection devices, mobile computing, data collection and thermal printing devices, automation equipment for supply chain and warehouse automation and custom-engineered sensors, switches and controls. Software and solutions are provided to customers for supply chain and warehouse automation, to manage data and assets to drive productivity and for computing, data collection and thermal printing. For a summary by disaggregated product and services sales for each segment, refer to Note 22 Segment Financial Data. We recognize revenue arising from performance obligations outlined in contracts with our customers that are satisfied at a point in time and over time. The disaggregation of our revenue based off timing of recognition is as follows: Year Ended December 31, 2018 Products, transferred point in time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Products, transferred over time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net product sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services, transferred point in time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services, transferred over time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net service sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67% 12 79 7 14 21 100% 56 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Contract Balances Progress on satisfying performance obligations under contracts with customers and the related billings and cash collections are recorded on the Consolidated Balance Sheet in Accounts receivable— net and Other assets (the current and noncurrent portions, respectively, of unbilled receivables (contract assets) and billed receivables) and Accrued liabilities and Other liabilities (the current and noncurrent portions, respectively, of customer advances and deposits (contract liabilities)). Unbilled receivables (contract assets) arise when the timing of cash collected from customers differs from the timing of revenue recognition, such as when contract provisions require specific milestones to be met before a customer can be billed. Those assets are recognized when the revenue associated with the contract is recognized prior to billing and derecognized when billed in accordance with the terms of the contract. Contract liabilities are recorded when customers remit contractual cash payments in advance of us satisfying performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period of time. Contract liabilities are derecognized when revenue is recorded, either when a milestone is met triggering the contractual right to bill or when the performance obligation is satisfied. Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period. The following table summarizes our contract assets and liabilities balances: Contract assets—January 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract assets—December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,721 1,548 Change in contract assets—increase (decrease) . . . . . . . . . . . . . . . . . . . . . . . . $ (173) Contract liabilities—January 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract liabilities—December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(2,973) (3,378) Change in contract liabilities—(increase) decrease . . . . . . . . . . . . . . . . . . . . . . $ (405) Net change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (578) 2018 The net change was primarily driven by the receipt of advance payments from customers exceeding reductions from recognition of revenue as performance obligations were satisfied and related billings. For the year ended December 31, 2018, we recognized revenue of $1,166 million that was previously included in the beginning balance of contract liabilities. When contracts are modified to account for changes in contract specifications and requirements, we consider whether the modification either creates new or changes the existing enforceable rights and obligations. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original good or service provided, are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. When the modifications include additional performance obligations that are distinct and at relative stand-alone selling price, they are accounted for as a new contract and performance obligation, which are recognized prospectively. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is defined as the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. When our contracts with customers require highly complex integration or manufacturing 57 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) services that are not separately identifiable from other promises in the contracts and, therefore, not distinct, then the entire contract is accounted for as a single performance obligation. In situations when our contract includes distinct goods or services that are substantially the same and have the same pattern of transfer to the customer over time, they are recognized as a series of distinct goods or services. For any contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on the estimated relative standalone selling price of each distinct good or service in the contract. For product sales, each product sold to a customer the observable standalone sales are used to determine the stand alone selling price. typically represents a distinct performance obligation. In such cases, Performance obligations are satisfied as of a point in time or over time. Performance obligations are supported by contracts with customers, providing a framework for the nature of the distinct goods, services or bundle of goods and services. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. The following table outlines our performance obligations disaggregated by segment. Aerospace. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Honeywell Building Technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Materials and Technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Safety and Productivity Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $10,228 6,302 6,436 1,884 $24,850 Performance obligations recognized as of December 31, 2018 will be satisfied over the course of future periods. Our disclosure of the timing for satisfying the performance obligation is based on the requirements of contracts with customers. However, from time to time, these contracts may be subject impacting the timing of satisfying the performance obligations. Performance to modifications, obligations expected to be satisfied within one year and greater than one year are 56% and 44%. timing of payment. Typical payment The timing of satisfaction of our performance obligations does not significantly vary from the terms of our fixed-price over time contracts include typical progress payments based on specified events or milestones, or based on project progress. For some contracts we may be entitled to receive an advance payment. We have applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. Note 8. Accounts Receivable Trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less—Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 2017 $7,705 (197) 7,508 $9,068 (202) 8,866 Trade Receivables includes $1,543 million and $1,853 million of unbilled balances under long-term contracts as of December 31, 2018 and December 31, 2017. These amounts are billed in accordance with the terms of customer contracts to which they relate. 58 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Note 9. Inventories Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finished products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reduction to LIFO cost basis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 2017 $1,109 811 2,445 4,365 (39) $4,326 $1,193 790 2,669 4,652 (39) $4,613 Inventories valued at LIFO amounted to $294 million and $324 million at December 31, 2018 and 2017. Had such LIFO inventories been valued at current costs, the carrying values would have been approximately $39 million higher at December 31, 2018 and 2017. Note 10. Property, Plant and Equipment—Net Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Machinery and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less—Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, $ 2018 262 9,435 3,125 588 13,410 (8,114) $ 5,296 2017 $ 287 10,762 3,463 675 15,187 (9,261) $ 5,926 Depreciation expense was $721 million, $717 million and $726 million in 2018, 2017 and 2016. Note 11. Goodwill and Other Intangible Assets—Net The following table summarizes the change in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 by segment. Aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Honeywell Building Technologies . . . . . . . . . . . . . Performance Materials and Technologies . . . . . Safety and Productivity Solutions . . . . . . . . . . . . December 31, 2017 Acquisitions/ Divestitures Currency Translation Adjustment December 31, 2018 $ 2,468 5,960 5,242 4,607 $18,277 $ (193) (2,640) 23 338 $(2,472) $ (17) (82) (118) (42) $(259) $ 2,258 3,238 5,147 4,903 $15,546 59 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Other intangible assets are comprised of: Determinable life intangibles: Patents and technology . . . . . Customer relationships . . . . . . Trademarks . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . Indefinite life intangibles: Trademarks . . . . . . . . . . . . . . . . . December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount $1,996 3,785 326 349 6,456 1,030 $7,486 $(1,332) (1,510) (206) (299) (3,347) $ 664 2,275 120 50 3,109 $1,990 3,911 328 353 6,582 $(1,272) (1,366) (189) (304) (3,131) $ 718 2,545 139 49 3,451 — $(3,347) 1,030 $4,139 1,045 $7,627 — $(3,131) 1,045 $4,496 Intangible assets amortization expense was $395 million, $398 million, and $304 million in 2018, 2017, 2016. Estimated intangible asset amortization expense for each of five years approximates $386 million in 2019, $349 million in 2020, $312 million in 2021, $288 million in 2022, and $251 million in 2023. the next Note 12. Accrued Liabilities Customer advances and deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation, benefit and other employee related . . . . . . . . . . . . . . . . . . . Asbestos related liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repositioning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Product warranties and performance guarantees . . . . . . . . . . . . . . . . . . . . . . Environmental costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (primarily operating expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 $2,403 1,469 245 566 243 175 166 94 234 170 1,094 $6,859 2017 $2,198 1,420 350 508 307 226 134 94 277 199 1,255 $6,968 60 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Note 13. Long-term Debt and Credit Agreements December 31, 2018 2017 Two year floating rate Euro notes due 2018 . . . . . . . . . . . . . . . . . . . . . . 1.40% notes due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Three year floating rate notes due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . Two year floating rate notes due 2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.80% notes due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.65% Euro notes due 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.25% notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.85% notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.30% Euro notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.35% notes due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.50% notes due 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.25% Euro notes due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.70% notes due 2036 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.70% notes due 2037 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.375% notes due 2041. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.812% notes due 2047. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Industrial development bond obligations, floating rate maturing at various dates through 2037 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.625% debentures due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.065% debentures due 2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (including capitalized leases and debt issuance costs), 5.0% weighted average maturing at various dates through 2025. . . . . . . Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The schedule of principal payments on long-term debt is as follows: — 1,250 250 450 750 1,145 800 1,500 1,432 300 1,500 859 441 462 417 445 22 201 51 353 1,199 1,250 250 450 750 1,199 800 1,500 1,499 300 1,500 900 441 462 417 445 22 201 51 288 12,628 (2,872) $ 9,756 13,924 (1,351) $12,573 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less-current portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 $ 2,872 1,416 2,345 22 1,756 4,217 12,628 (2,872) $ 9,756 In October of 2017, the Company issued $450 million Floating Rate Senior Notes due 2019 and $750 million 1.80% Senior Notes due 2019 (collectively, the “2017 Notes”). The 2017 Notes are senior unsecured and unsubordinated obligations of Honeywell and rank equally with all of Honeywell’s existing and future senior unsecured debt and senior to all of Honeywell’s subordinated debt. The offering resulted in gross proceeds of $1,200 million, offset by $5 million in discount and closing costs related to the offering. In November of 2017, the Company issued $445 million 3.812% Senior Notes due 2047 (the “Exchange Notes”). The Exchange Notes are senior unsecured and unsubordinated obligations of 61 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Honeywell and rank equally with all of Honeywell’s existing and future senior unsecured debt and senior to all of Honeywell’s subordinated debt. The Exchange Notes were issued in partial exchange for the 6.625% Debentures due 2028, the 5.70% Notes due 2036, the 5.70% Notes due 2037 and the 5.375% Notes due 2041. The Company paid $133 million to bondholders in connection with the partial exchange. On January 29, 2018, the Company completed an exchange offer for any and all of its outstanding Exchange Notes, which had not been registered under the Securities Act of 1933, as amended (“Securities Act”) for an equal principal amount of new 3.812% Notes due 2047 which had been the Exchange Notes were registered under the Company’s exchanged for Registered Notes, representing 99.4% of outstanding 3.812% Notes due 2047. (“Registered Notes”). 99.4% of the principal amount of the Securities Act On February 22, 2018, the Company paid its Two year floating rate Euro notes due 2018. For the issuances described above, unless otherwise noted, all debt issuance costs are deferred and recognized as a direct deduction to the related debt liability and are amortized to interest expense over the debt term. In connection with the Garrett spin-off, wholly owned subsidiaries of Garrett issued notes and in the spin-off. On entered new credit September 27, 2018 the Company received net proceeds of $1,604 million from such borrowings. facilities, which obligations were retained by Garrett In connection with the Resideo spin-off, wholly owned subsidiaries of Resideo issued notes and entered new credit facilities, which obligations were retained by Resideo in the spin-off. On October 25, 2018 the Company received net proceeds of $1,197 million from such borrowings. On February 16, 2018, the Company entered into a $1.5 billion 364-Day Credit Agreement with a syndicate of banks. This 364-Day Credit Agreement was maintained for general corporate purposes and was terminated November 9, 2018. On April 27, 2018, the Company entered into a $4 billion Amended and Restated Five Year Credit Agreement (the “5-Year Credit Agreement”), with a syndicate of banks. The 5-Year Credit Agreement is maintained for general corporate purposes. Commitments under the 5-Year Credit Agreement can be increased pursuant to the terms of the 5-Year Credit Agreement to an aggregate amount not to exceed $4.5 billion. The 5-Year Credit Agreement amends and restates the previously reported $4 billion five year credit agreement dated as of July 10, 2015 (the “Prior Agreement”). The 5-Year Credit Agreement has substantially the same material terms and conditions as the Prior Agreement. On April 27, 2018, the Company entered into an additional $1.5 billion 364-Day Credit Agreement is maintained for general corporate with a syndicate of banks. This 364-Day Credit Agreement purposes. There have been no borrowings under any of the credit agreements previously described. 62 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Note 14. Lease Commitments Future minimum lease payments under operating leases having initial or remaining noncancellable lease terms in excess of one year are as follows: 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At December 31, 2018 $210 168 142 109 80 147 $856 Rent expense was $360 million, $385 million and $387 million in 2018, 2017 and 2016. Note 15. Financial Instruments and Fair Value Measures Credit and Market Risk—Financial instruments, including derivatives, expose us to counterparty credit risk for nonperformance and to market risk related to changes in interest and currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. Our counterparties in derivative transactions are substantial investment and commercial banks with significant experience using such derivative instruments. We monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest rates and currency exchange rates and restrict the use of derivative financial instruments to hedging activities. We continually monitor the creditworthiness of our customers to which we grant credit terms in the normal course of business. The terms and conditions of our credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers. Foreign Currency Risk Management—We conduct our business on a multinational basis in a wide variety of foreign currencies. Our exposure to market risk for changes in foreign currency exchange rates arises from international financing activities between subsidiaries, foreign currency denominated monetary assets and liabilities and transactions arising from international trade. Our primary objective is to preserve the U.S. Dollar value of foreign currency denominated cash flows and earnings. We attempt to hedge currency exposures with natural offsets to the fullest extent possible and, once these opportunities have been exhausted, through foreign currency exchange forward and option contracts (foreign currency exchange contracts) with third parties. We hedge monetary assets and liabilities denominated in non-functional currencies. Prior to conversion into U.S. dollars, these assets and liabilities are remeasured at spot exchange rates in effect on the balance sheet date. The effects of changes in spot rates are recognized in earnings and included in other (income) expense. We partially hedge forecasted sales and purchases, which are denominated in non-functional currencies, with foreign currency exchange contracts. Changes in the forecasted non-functional currency cash flows due to movements in exchange rates are substantially offset by changes in the fair value of the foreign currency exchange contracts designated as hedges. Market value gains and losses on these contracts are recognized in earnings when the hedged transaction is recognized. At December 31, 2018 and 2017, we had contracts with notional amounts of $14,995 million and $9,273 million to exchange foreign currencies, principally the U.S. Dollar, Euro, British Pound, Canadian Dollar, Mexican Peso, Swiss Franc, Indian Rupee, Russian Ruble, and Chinese Renminbi. As of December 31, 2018, we estimate that approximately $90 million of net 63 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) derivative gains related to our cash flow hedges included in Accumulated other comprehensive income (loss) will be reclassified into earnings within the next 12 months. We have also designated foreign currency debt and certain derivative contracts as hedges against portions of our net investment in foreign operations during the year ended December 31, 2018. Gains or losses on the effective portion of the foreign currency debt designated as a net investment hedge are recorded in the same manner as foreign currency translation adjustments. The Company did not have ineffectiveness related to net investment hedges during the year ended December 31, 2018. Interest Rate Risk Management—We use a combination of financial instruments, including long- term, medium-term and short-term financing, variable-rate commercial paper, and interest rate swaps to manage the interest rate mix of our total debt portfolio and related overall cost of borrowing. At December 31, 2018 and 2017, interest rate swap agreements designated as fair value hedges effectively changed $2,600 million of fixed rate debt at 2.93% to LIBOR based floating rate debt. Our interest rate swaps mature at various dates through 2026. Fair Value of Financial Instruments—The FASB’s accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2018 and 2017: December 31, 2018 2017 Assets: Foreign currency exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cross currency swap agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 119 1,784 20 32 $ 17 3,916 44 — Liabilities: Foreign currency exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4 65 $ 70 52 The foreign currency exchange contracts, interest rate swap agreements, and cross currency swap agreements are valued using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within level 2. The Company also holds investments in commercial paper, certificates of deposits, and time deposits that are designated as available for sale and are valued using published prices based off observable market data. As such, these investments are classified within level 2. The Company also holds available for sale investments in U.S. government and corporate debt securities valued utilizing published prices based on quoted market pricing, which are classified within level 1. The carrying value of cash and cash equivalents, trade accounts and notes receivables, payables, commercial paper and short-term borrowings contained in the Consolidated Balance Sheet approximates fair value. The following table sets forth the Company’s financial assets and liabilities that were not carried at fair value: December 31, 2018 Fair Value Carrying Value December 31, 2017 Fair Value Carrying Value Assets Long-term receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 333 $ 329 $ 296 $ 289 Liabilities Long-term debt and related current maturities . . . . . . . $12,628 $13,133 $13,924 $14,695 64 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) The following table sets forth the amounts recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges: Carrying Amount of the Hedged Item Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Item Line in the Consolidated Balance Sheet of Hedged Item December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Long-term debt . . . . . . . . . . . . . $2,555 $2,592 $(45) $(8) The Company determined the fair value of the long-term receivables by discounting based upon the terms of the receivable and counterparty details including credit quality. As such, the fair value of these receivables is considered level 2. The Company determined the fair value of the long-term debt and related current maturities utilizing transactions in the listed markets for identical or similar liabilities. As such, the fair value of the long-term debt and related current maturities is considered level 2. Interest rate swap agreements are designated as hedge relationships with gains or losses on the derivative recognized in interest and other financial charges offsetting the gains and losses on the underlying debt being hedged. Losses on interest rate swap agreements recognized in earnings were $37 million, $29 million and $71 million in the years ended December 31, 2018, 2017 and 2016. Gains and losses are fully offset by losses and gains on the underlying debt being hedged. We economically hedge our exposure to changes in foreign exchange rates principally with forward contracts. These contracts are marked-to-market with the resulting gains and losses recognized in earnings offsetting the gains and losses on the non-functional currency denominated monetary assets and liabilities being hedged. We recognized $394 million of income and $207 million of expense in Other (income) expense in the years ended December 31, 2018 and 2017. We recognized $232 million of income in Other (income) expense in the year ended December 31, 2016. The following tables summarize the location and impact Operations related to fair value and cash flow hedging relationships: to the Consolidated Statement of Gain or (loss) on cash flow hedges: Foreign Currency Exchange Contracts: Amount reclassified from accumulated other comprehensive income into income. . . . . . . Amount excluded from effectiveness testing recognized in earnings using an amortization approach . . . . . . . . . . . . . . . . . . . Gain or (loss) on fair value hedges: Interest Rate Swap Agreements: Hedged Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivatives designated as hedges . . . . . . . . . . Year Ended December 31, 2018 Cost of Products Sold SG&A Revenue Other (Income) Expense Interest and Other Financial Charges $41,802 $23,634 $6,051 $(1,149) $367 (9) (35) (2) — — — 6 — — — — — 47 9 — — — — 37 (37) 65 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Gain or (loss) on cash flow hedges: Foreign Currency Exchange Contracts: Amount reclassified from accumulated other comprehensive income into income . . . . . . . . . . . . . . . . Gain or (loss) on fair value hedges: Interest Rate Swap Agreements: Hedged Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivatives designated as hedges . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2017 Cost of Products Sold SG&A Revenue Interest and Other Financial Charges $40,534 $23,176 $6,087 $316 15 — — 31 — — 28 — — — 29 (29) The following table summarizes the amounts of gain or (loss) on net investment hedges recognized in Accumulated other comprehensive income (loss): Derivatives Net Investment Hedging Relationships Euro-denominated long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Euro-denominated commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cross currency swap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 16. Other Liabilities Pension and other employee related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environmental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Product warranties and performance guarantees. . . . . . . . . . . . . . . . . . . . . . . Asset retirement obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended December 31, 2018 $177 168 44 2017 $(582) (458) — December 31, 2018 2017 $1,795 2,236 580 236 67 74 1,264 150 $6,402 $1,986 2,898 369 233 101 82 76 185 $5,930 Note 17. Capital Stock We are authorized to issue up to 2,000,000,000 shares of common stock, with a par value of $1. Common shareowners are entitled to receive such dividends as may be declared by the Board of Directors, are entitled to one vote per share, and are entitled, in the event of liquidation, to share ratably in all the assets of Honeywell which are available for distribution to the common shareowners. Common shareowners do not have preemptive or conversion rights. Shares of common stock issued and outstanding or held in the treasury are not liable to further calls or assessments. There are no restrictions on us relative to dividends or the repurchase or redemption of common stock. In December 2017, the Board of Directors authorized the repurchase of up to $8 billion of Honeywell common stock. Approximately $3.7 billion and $7.7 billion remained available as of December 31, 2018, and December 31, 2017 for additional share repurchases. 66 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) We repurchased approximately 26.5 million and 20.5 million shares of our common stock in 2018 and 2017, for $4,000 million and $2,889 million. We are authorized to issue up to 40,000,000 shares of preferred stock, without par value, and can determine the number of shares of each series, and the rights, preferences and limitations of each series. At December 31, 2018, there was no preferred stock outstanding. Note 18. Accumulated Other Comprehensive Income (Loss) The changes in Accumulated other comprehensive income (loss) are provided in the tables below. Comprehensive income (loss) attributable to noncontrolling interest consists predominantly of net income. Year Ended December 31, 2018 Foreign exchange translation adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . . . Pensions and other postretirement benefit adjustments . . . . . . . . . . . . . . Changes in fair value of effective cash flow hedges . . . . . . . . . . . . . . . . . Year Ended December 31, 2017 Foreign exchange translation adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . . . Pensions and other postretirement benefit adjustments . . . . . . . . . . . . . . Changes in fair value of effective cash flow hedges . . . . . . . . . . . . . . . . . Pre-tax Tax After-Tax $ (728) (727) 102 $ — $ (728) (559) 85 168 (17) $(1,353) $ 151 $(1,202) $ (37) 847 (194) $ — $ (170) 33 (37) 677 (161) $ 616 $(137) $ 479 $ — $ 101 (26) $ 75 (52) (235) 108 $ (179) December 31, 2018 2017 $(2,709) $(1,981) (202) (52) $(3,437) $(2,235) (761) 33 Year Ended December 31, 2016 Foreign exchange translation adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . . . Pensions and other postretirement benefit adjustments . . . . . . . . . . . . . . Changes in fair value of effective cash flow hedges . . . . . . . . . . . . . . . . . $ (52) (336) 134 $ (254) Components of Accumulated Other Comprehensive Income (Loss) Cumulative foreign exchange translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . Pensions and other postretirement benefit adjustments . . . . . . . . . . . . . . . . . . . . . . Fair value of effective cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Changes in Accumulated Other Comprehensive Income (Loss) by Component Balance at December 31, 2016 . . . . . . . . . . . . . . Other comprehensive income (loss) before reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . Amounts reclassified from accumulated other comprehensive income (loss) . . . . . . Net current period other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2017 . . . . . . . . . . . . . . Other comprehensive income (loss) before reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . Amounts reclassified from accumulated other comprehensive income . . . . . . . . . . . . Spin-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net current period other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2018 . . . . . . . . . . . . . . $(2,709) Foreign Exchange Translation Adjustment Pension and Other Postretirement Adjustments Changes in Fair Value of Effective Cash Flow Hedges Total $(1,944) $(879) $ 109 $(2,714) (37) — 645 32 (101) (60) 507 (28) (37) $(1,981) 677 $(202) (161) $ (52) 479 $(2,235) (685) (569) — (43) (728) (37) 47 (559) $(761) 89 (4) — 85 $ 33 (1,165) (41) 4 (1,202) $(3,437) Reclassifications Out of Accumulated Other Comprehensive Income (Loss) Year Ended December 31, 2018 Affected Line in the Consolidated Statement of Operations Product Sales Cost of Products Sold Cost of Services Sold Selling, General and Admin. Expenses Other (Income) Expense Total Amortization of Pension and Other Postretirement Items: Actuarial losses recognized . . . . . . . . . Prior service (credit) recognized. . . . . Settlements and curtailments . . . . . . . Losses (gains) on cash flow hedges. . . . . Total before tax . . . . . . . . . . . . . . . . . . . . . . . . $ — — — 10 $10 $ — — — 30 $30 $— — — 6 $ 6 $— — — 2 $ 2 $ 45 (99) 2 (47) $(99) Tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total reclassifications for the period, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45 (99) 2 1 $(51) 10 $(41) 68 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Year Ended December 31, 2017 Affected Line in the Consolidated Statement of Operations Product Sales Cost of Products Sold Cost of Services Sold Selling, General and Admin. Expenses Other (Income) Expense Amortization of Pension and Other Postretirement Items: Actuarial losses recognized . . . . . . . . Prior service (credit) recognized . . . Settlements and curtailments . . . . . . Losses (gains) on cash flow hedges . . . Total before tax . . . . . . . . . . . . . . . . . . . . . . . $ — — — (15) $(15) $ — — — (22) $(22) $— — — (4) $ (4) $ — — — (28) $(28) $ 110 (103) 24 — $ 31 Tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total reclassifications for the period, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $ 110 (103) 24 (69) $ (38) 10 $ (28) Note 19. Stock-Based Compensation Plans The 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (2016 Plan) and 2016 Stock Plan for Non-Employee Directors of Honeywell International Inc (2016 Directors Plan) were both approved by the shareowners at the Annual Meeting of Shareowners effective on April 25, 2016. Following approval of both plans, we have not and will not grant any new awards under any previously existing stock-based compensation plans. At December 31, 2018, there were 40,270,690, and 893,809 shares of Honeywell common stock available for future grants under terms of the 2016 Plan and 2016 Directors Plan, respectively. Stock Options—The exercise price, term and other conditions applicable to each option granted under our stock plans are generally determined by the Management Development and Compensation Committee of the Board. The exercise price of stock options is set on the grant date and may not be less than the fair market value per share of our stock on that date. The fair value is recognized as an expense over the employee’s requisite service period (generally the vesting period of the award). Options generally vest over a four-year period and expire after ten years. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility is based on implied volatilities from traded options on our common stock and historical volatility of our common stock. We used a Monte Carlo simulation model to derive an expected term which represents an estimate of the time options are expected to remain outstanding. Such model uses historical data to estimate option exercise activity and post-vest termination behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. treasury yield curve in effect at the time of grant. The following table summarizes the impact to the Consolidated Statement of Operations from stock options: Compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future income tax benefit recognized . . . . . . . . . . . . . . . . . . . . . . . . . . $64 13 $79 17 $87 29 The following table sets forth fair value per share information, including related weighted-average assumptions, used to determine compensation cost. Years Ended December 31, 2018 2016 2017 69 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Years Ended December 31, 2017 2016 2018 Weighted average fair value per share of options granted during the year(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $23.63 $16.68 $15.59 Assumptions: Expected annual dividend yield. . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free rate of return. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected option term (years). . . . . . . . . . . . . . . . . . . . . . . . . . . 2.49% 2.92% 2.81% 18.93% 18.96% 23.07% 1.29% 2.02% 4.97 5.04 2.71% 4.95 (1) Estimated on date of grant using Black-Scholes option-pricing model. The following table summarizes information about stock option activity for the three years ended December 31, 2018: Outstanding at December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lapsed or canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lapsed or canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Spin related adjustment(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lapsed or canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Options 30,569,438 6,281,053 (7,075,852) (1,107,339) 28,667,300 5,098,569 (8,840,019) (1,516,557) 23,409,293 989,158 3,303,722 (3,399,375) (1,824,217) Weighted Average Exercise Price $ 70.76 103.51 57.41 96.81 79.57 125.16 62.34 109.04 94.16 148.48 78.29 123.01 Outstanding at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,478,581 $ 97.83 Vested and expected to vest at December 31, 2018(2) . . . . . . . . . . . . . . . . . . . . 21,590,740 $ 96.27 Exercisable at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,073,120 $ 83.42 (1) Additional options granted to offset the dilutive impact of the spin-offs on outstanding options. (2) Represents the sum of vested options of 14.1 million and expected to vest options of 7.5 million. Expected to vest options are derived by applying the pre-vesting forfeiture rate assumption to total outstanding unvested options of 8.6 million. 70 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) The following table summarizes information about stock options outstanding and exercisable at December 31, 2018: Range of Exercise prices $27.00–$64.99 . . . . . . . . . . . . . . $65.00–$89.99 . . . . . . . . . . . . . . $90.00–$99.99 . . . . . . . . . . . . . . $100.00–$134.99 . . . . . . . . . . . . $135.00–$156.00 . . . . . . . . . . . . Number Outstanding 3,225,142 4,788,204 7,614,190 4,155,389 2,695,656 22,478,581 Options Outstanding Weighted Average Exercise Price Weighted Average Life(1) Aggregate Intrinsic Value Options Exercisable Weighted Average Exercise Price Aggregate Intrinsic Value Number Exercisable 2.47 4.72 6.69 8.12 9.17 6.23 $ 53.34 79.22 98.80 119.20 148.45 97.83 $254 253 254 54 — $815 3,225,142 $ 53.34 79.22 4,788,204 98.82 4,885,314 118.67 1,155,376 148.79 19,084 14,073,120 $ 83.42 $254 253 163 16 — $686 (1) Average remaining contractual life in years. There were 12,288,854, and 15,536,961 options exercisable at weighted average exercise prices of $78.35 and $63.39 at December 31, 2017 and 2016. The following table summarizes the financial statement impact from stock options exercised: Options Exercised Intrinsic value(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax benefit realized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended December 31, 2018 2016 2017 $238 47 $620 221 $395 137 (1) Represents the amount by which the stock price exceeded the exercise price of the options on the date of exercise. At December 31, 2018 there was $89 million of total unrecognized compensation cost related to non-vested stock option awards which is expected to be recognized over a weighted-average period of 2.43 years. The total fair value of options vested during 2018, 2017 and 2016 was $73 million, $87 million and $76 million. Restricted Stock Units—Restricted stock unit (RSU) awards entitle the holder to receive one share of common stock for each unit when the units vest. RSUs are issued to certain key employees and directors as compensation at fair market value at the date of grant. RSUs typically become fully vested over periods ranging from three to seven years and are payable in Honeywell common stock upon vesting. 71 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) The following table summarizes information about RSU activity for the three years ended December 31, 2018: Non-vested at December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-vested at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-vested at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Spin related adjustment(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Restricted Stock Units 4,981,588 1,364,469 (1,486,173) (392,541) 4,467,343 1,274,791 (1,289,892) (505,415) 3,946,827 154,346 1,360,338 (988,787) (814,851) Weighted Average Grant Date Fair Value Per Share $ 82.18 110.49 68.58 88.88 94.17 129.71 81.37 103.06 108.60 153.46 91.68 117.40 Non-vested at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,657,873 $125.35 (1) Additional RSU grants to offset the dilutive impact of the spin-offs on non-vested RSUs. As of December 31, 2018, total unrecognized compensation cost related to non-vested RSUs granted under our stock plans which is expected to be recognized over a weighted-average period of 3.05 years. there was approximately $218 million of The following table summarizes the impact to the Consolidated Statement of Operations from RSUs: Compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future income tax benefit recognized. . . . . . . . . . . . . . . . . . . . . . $111 21 $97 19 $97 30 Years Ended December 31, 2018 2016 2017 Note 20. Commitments and Contingencies Environmental Matters We are subject to various federal, state, local and foreign government requirements relating to the the environment. We believe that, as a general matter, our policies, practices and protection of procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury and that our handling, manufacture, use and disposal of hazardous substances are in accordance with environmental and safety laws and regulations. However, mainly because of past operations and operations of predecessor companies, we, like other companies engaged in similar businesses, have incurred remedial response and voluntary cleanup costs for site contamination and are a party to lawsuits and claims associated with environmental and safety matters, including past production of products containing hazardous substances. Additional lawsuits, claims and costs involving environmental matters are likely to continue to arise in the future. With respect to environmental matters involving site contamination, we continually conduct studies, individually or jointly with other potentially responsible parties, to determine the feasibility of various remedial techniques. It is our policy to record appropriate liabilities for environmental matters 72 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) technical, regulatory or legal when remedial efforts or damage claim payments are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts information becomes available. Given the progress or as additional uncertainties regarding the status of the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flow. The timing of cash expenditures depends on a number of factors, including the timing of remedial investigations and feasibility studies, the timing of litigation and settlements of remediation liability, injury and property damage claims, regulatory approval of cleanup projects, remedial personal techniques to be utilized and agreements with other parties. laws, regulations, enforcement policies, The following table summarizes information concerning our recorded liabilities for environmental costs: Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accruals for environmental matters deemed probable and reasonably estimable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environmental liability payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended December 31, 2018 2016 2017 $ 595 $ 511 $ 518 395 (218) (17) 287 (212) 9 195 (228) 26 End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 755 $ 595 $ 511 Environmental liabilities are included in the following balance sheet accounts: Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 2017 $175 580 $755 $226 369 $595 We do not currently possess sufficient information to reasonably estimate the amounts of environmental liabilities to be recorded upon future completion of studies, litigation or settlements, and neither the timing nor the amount of the ultimate costs associated with environmental matters can be determined although they could be material to our consolidated results of operations and operating cash flows in the periods recognized or paid. However, considering our past experience and existing reserves, we do not expect that environmental matters will have a material adverse effect on our consolidated financial position. In conjunction with the Resideo spin-off, the Company entered into an indemnification and reimbursement agreement with a Resideo subsidiary, pursuant to which Resideo’s subsidiary has an ongoing obligation to make cash payments to Honeywell to 90 percent of Honeywell’s annual net spending for environmental matters at certain sites as defined in the agreement. The amount payable to Honeywell in any given year is subject to a cap of $140 million, and the obligation will continue until the earlier of December 31, 2043, or December 31 of the third consecutive year during which the annual payment obligation has been less than $25 million. Reimbursements associated with this indemnification agreement were $25 million in 2018 and offset operating cash outflows incurred by the Company. As the Company records the accruals for environmental matters deemed probable and reasonably estimable related to the sites covered by the indemnification agreement, a corresponding receivable from Resideo for 90 percent of that accrual is also recorded. This receivable amount recorded in 2018 subsequent to the spin-off was $50 million. As in amounts equal 73 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) of December 31, 2018, Other Current Assets and Other Assets includes $140 million and $476 million representing the short-term and long-term portion of the receivable amount due from Resideo under the indemnification and reimbursement agreement. Asbestos Matters Honeywell is a defendant in asbestos related personal injury actions related to North American Refractories Company (“NARCO”), which was sold in 1986, and Bendix Friction Materials (“Bendix”) business, which was sold in 2014. In the third quarter of 2018, the Company revised its accounting to correct the time period associated with the determination of appropriate accruals for the legacy Bendix asbestos-related liability for unasserted claims. The prior accounting treatment applied a five-year time horizon; the revised treatment reflects the full term of epidemiological projections through 2059. Previously issued financial statements have been revised for this correction with the following effects: The Company’s revised estimated asbestos-related liabilities are now $2,610 million as of December 31, 2017, which is $1,087 million higher than the Company’s prior estimate. The Company’s insurance recoveries for asbestos-related liabilities are estimated to be $503 million as of December 31, 2017, which is $68 million higher than the Company’s prior estimate. As of December 31, 2017, the net deferred income taxes impact was $245 million, with a decrease to liabilities and increase to assets, and the cumulative impact on retained earnings was a decrease of $774 million. For 2017 and 2016 Cost of services sold decreased $48 million and $5 million, Tax expense increased $158 million and $2 million, and Net income decreased $110 million and $3 million. This revision followed the Securities and Exchange Commission (SEC) Division of Corporation Finance review of our Annual Report on Form 10-K for 2017, which included review of our prior accounting for liability for unasserted Bendix-related asbestos claims. On September 13, 2018, following completion of Corporation Finance’s review, the SEC Division of Enforcement advised that it has opened an investigation related to this matter. Honeywell intends to provide requested information and otherwise fully cooperate with the SEC staff. On October 31, 2018, David Kanefsky, a Honeywell shareholder, filed a putative class action complaint alleging violations of the Securities Exchange Act of 1934 and Rule 10b-5 related to the prior accounting for Bendix asbestos claims. We believe the Complaint has no merit. The following tables summarize information concerning NARCO and Bendix asbestos related balances: Asbestos Related Liabilities Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Bendix NARCO Total Bendix NARCO Total Bendix NARCO Total Beginning of year . . . . . . . . $1,703 Accrual for update to $907 $2,610 $1,789 $919 $2,708 $1,793 $921 $2,714 estimated liability . . . . . . Change in estimated cost of future claims . . . . . . . . Update of expected resolution values for pending claims . . . . . . . . Asbestos related liability 197 (72) 32 — 229 199 (72) (65) 31 — 230 203 (65) (10) 1 — 1 3 — 3 4 9 — — 212 (10) 4 payments. . . . . . . . . . . . . . (206) (48) (254) (223) (43) (266) (201) (11) (212) End of year. . . . . . . . . . . . . . $1,623 $891 $2,514 $1,703 $907 $2,610 $1,789 $919 $2,708 74 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Insurance Recoveries for Asbestos Related Liabilities Beginning of year . . . . . . . . . . . . . . . . . Probable insurance recoveries related to estimated liability. . . . . . Insurance receipts for asbestos Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Bendix NARCO Total Bendix NARCO Total Bendix NARCO Total $191 $312 $503 $201 $319 $520 $222 $325 $547 11 — 11 10 — 10 8 — 8 related liabilities. . . . . . . . . . . . . . . . . (33) (5) (38) (20) (7) (27) (37) (6) (43) Insurance receivables settlements and write offs . . . . . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — — — 1 — — — — — — — 7 1 — — 7 1 End of year. . . . . . . . . . . . . . . . . . . . . . . $170 $307 $477 $191 $312 $503 $201 $319 $520 NARCO and Bendix asbestos related balances are included in the following balance sheet accounts: Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance recoveries for asbestos related liabilities . . . . . . . . . . . . . . . . . . . . . . $ 40 437 $ 24 479 $ 477 $ 503 Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asbestos related liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 245 2,269 $ 350 2,260 $2,514 $2,610 December 31, 2018 2017 NARCO Products—Honeywell’s predecessor, Allied Corporation owned NARCO from 1979 to 1986. When the NARCO business was sold, Honeywell’s predecessor entered into a cross-indemnity agreement with NARCO which included an obligation to indemnify the purchaser for asbestos claims. Such claims arise primarily from alleged occupational exposure to asbestos-containing refractory brick and mortar for high-temperature applications. NARCO ceased manufacturing these products in 1980, and the first asbestos claims were filed in the tort system against NARCO in 1983. Claims filings and related costs increased dramatically in the late 1990s through 2001, which led to NARCO filing for bankruptcy in January 2002. Once NARCO filed for bankruptcy, all then current and future NARCO asbestos claims were stayed against both NARCO and Honeywell pending the reorganization of NARCO. Following the bankruptcy filing, in December 2002 Honeywell recorded a total NARCO asbestos liability of $3.2 billion, which was comprised of three components: (i) the estimated liability to settle pre- bankruptcy petition NARCO claims and certain post-petition settlements ($2.2 billion, referred to as “Pre-bankruptcy NARCO Liability”), (ii) the estimated liability related to then unasserted NARCO claims for the period 2004 through 2018 ($950 million, referred to as “NARCO Trust Liability”), and (iii) other NARCO bankruptcy-related obligations totaling $73 million. When the NARCO Trust Liability of $950 million was established in 2002, the methodology for estimating the potential liability was based primarily on: (a) epidemiological projections of the future incidence of disease for the period 2004 through 2018, a fifteen-year period; (b) historical claims rates in the tort system for the five-year period prior to the bankruptcy filing date; and (c) anticipated NARCO Trust payment values set forth in the then current draft of the NARCO Trust Distribution Procedures. The methodology required estimating, by disease, three critical inputs: (i) likely number of claims to be asserted against the NARCO Trust in the future, (ii) percentage of those claims likely to receive payment, and (iii) payment values. The Company utilized outside asbestos liability valuation specialists 75 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) to support our preparation of the NARCO Trust Liability estimate, which was based on a commonly accepted methodology used by numerous bankruptcy courts addressing 524(g) trusts. In 2002, when we first established our initial liability, NARCO asbestos claims resolution shifted from the tort system to an anticipated NARCO Trust framework, where claims would be processed in accordance with established NARCO Trust Distribution Procedures, including strict medical and exposure criteria for a plaintiff to receive compensation. We believed at the time that the NARCO Trust’s claims filing and resolution experience after the NARCO Trust became operational would be significantly different from pre-bankruptcy tort system experience in light of these more rigorous claims processing requirements in the NARCO Trust Distribution Procedures and Honeywell’s active oversight of claims processing and approval. Given these anticipated differences, we believed that a 15-year time period was the appropriate horizon for establishing a probable and reasonably estimable liability for then unasserted NARCO claims as it represented our best estimate of the time period it would take for the NARCO Trust to be approved by the Bankruptcy Court, become fully operational and generate sufficiently reliable claims data (i.e., a data set which is statistically representative) to enable us to update our NARCO Trust Liability. The NARCO Trust Distribution Procedures were finalized in 2006, and the Company updated its NARCO Trust Liability to reflect the final terms and payment values. The original 15-year period (from 2004 through 2018) for unasserted claims did not change as asbestos claims filings continued to be stayed against both Honeywell and NARCO. The 2006 update resulted in a range of the estimated liability for unasserted claims of $743 million to $961 million, and we believed that no amount within this range was a better estimate than any other amount. In accordance with ASC 450–Contingencies (“ASC 450”), we recorded the low end of the range of $743 million which resulted in a reduction of $207 million in our NARCO Trust Liability. NARCO emerged from bankruptcy on April 30, 2013, at which time a federally authorized 524(g) trust was established for the evaluation and resolution of all existing and future NARCO asbestos claims. Both Honeywell and NARCO are protected by a permanent channeling injunction barring all present and future individual actions in state or federal courts and requiring all asbestos related claims based on exposure to NARCO asbestos-containing products to be made against the NARCO Trust. The NARCO Trust Agreement and the NARCO Trust Distribution Procedures are the principal documents setting forth the structure of the NARCO Trust. These documents establish Honeywell’s evergreen funding obligations. Honeywell is obligated to fund NARCO asbestos claims submitted to the NARCO Trust which qualify for payment under the Trust Distribution Procedures (Annual Contribution Claims), subject to an annual cap of $145 million. However, the initial $100 million of claims processed through the NARCO Trust (the Initial Claims Amount) will not count against the annual cap and any unused portion of the Initial Claims Amount will roll over to subsequent years until fully utilized. These documents also establish the material operating rules for the NARCO Trust, including Honeywell audit rights and the criteria claimants must meet to have a valid claim paid. These claims payment criteria include providing the NARCO Trust with adequate medical evidence of the claimant’s asbestos-related condition and credible evidence of exposure to a specific NARCO asbestos-containing product. Further, the NARCO Trust is eligible to receive cash dividends from Harbison-Walker International Inc (“HWI”), from the NARCO bankruptcy. The NARCO Trust is required to use any funding received from HWI to pay Annual Contribution Claims until those funds are exhausted. It is only at this point that Honeywell’s funding obligation to the Trust is triggered. Thus, there is an unrelated primary source for funding that affects Honeywell’s funding of the NARCO Trust Liability. the reorganized and renamed entity that emerged, fully operational, Once operational, the NARCO Trust began to receive, process and pay claims that had been previously stayed pending the Trust becoming operational. As the NARCO Trust began to pay claims in 2014, we began to assert our on-going audit rights to review and monitor the claims processor’s adherence to the established requirements of the NARCO Trust Distribution Procedures. While doing 76 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) so, we identified several issues with the way the Trust was implementing the NARCO Trust Distribution Procedures. In 2015, Honeywell filed suit against the NARCO Trust in Bankruptcy Court alleging breach of certain provisions of the NARCO Trust Agreement and NARCO Trust Distribution Procedures. The parties agreed to dismiss the proceeding without prejudice pursuant to an 18-month Standstill Agreement, which expired in October 2017. Notwithstanding its expiration, claims processing continues, and Honeywell continues to negotiate and attempt to resolve remaining disputed issues (that is, instances where Honeywell believes the NARCO Trust is not processing claims in accordance with established NARCO Trust Distribution Procedures). Honeywell reserves the right to seek judicial intervention should negotiations fail. After the NARCO Trust became effective in 2013, the $743 million NARCO Trust Liability was then comprised of: (i) liability for unasserted claims; and (ii) liability for claims asserted after the NARCO Trust became operational but not yet paid. Although we know the number of claims filed with the NARCO Trust each year, we are not able to determine at this time the portion of the NARCO Trust Liability which represents asserted versus unasserted claims due to the lack of sufficiently reliable claims data because of the claims processing issues described previously. Honeywell maintained the $743 million accrual for NARCO Trust Liability, as there has not been sufficiently reliable claims data history to enable us to update that liability. As of December 31, 2018, our total NARCO asbestos liability of $891 million reflects Pre- bankruptcy NARCO liability of $148 million and NARCO Trust Liability of $743 million. Through December 31, 2018, Pre-bankruptcy NARCO Liability has been reduced by approximately $2 billion since first established in 2002, largely related to settlement payments. The remaining Pre-bankruptcy NARCO liability principally represents estimated amounts owed pursuant to settlement agreements reached during the pendency of the NARCO bankruptcy proceedings that provide for the right to submit claims to the NARCO Trust subject the settlement agreements and Trust Distribution Procedures. The other NARCO bankruptcy obligations were paid in 2013 and no further liability is recorded. to qualification under the terms of As of December 31, 2018, Honeywell has not made any payments to the NARCO Trust for Annual Contribution Claims as Annual Contribution Claims which have been paid since the Trust became operational have been funded by cash dividends from HWI. Honeywell continues to evaluate the appropriateness of the $743 million NARCO Trust Liability. Despite becoming effective in 2013, the NARCO Trust has experienced delays in becoming fully operational. Violations of the Trust Distribution Procedures and the resulting disputes and challenges, a standstill pending dispute resolution, and limited claims payments, have all contributed to the lack of sufficient normalized data based on actual claims processing experience in the Trust since it became operational. As a result, we have not been able to further update the NARCO Trust Liability. The $743 million NARCO Trust Liability continues to be appropriate because of the unresolved pending claims in the Trust, some portion of which will result in payouts in the future, and because new claims continue to be filed with the NARCO Trust. When sufficiently reliable claims data exists, we will update our estimate of the NARCO Trust Liability and it is possible that a material change may need to be recognized. Our insurance receivable of $307 million as of December 31, 2018, corresponding to the estimated liability for asserted and unasserted NARCO asbestos claims, reflects coverage which reimburses Honeywell for portions of NARCO-related indemnity and defense costs and is provided by a large number of insurance policies written by dozens of insurance companies in both the domestic insurance market and the London excess market. We conduct analyses to estimate the probable amount of insurance that is recoverable for asbestos claims. While the substantial majority of our 77 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) insurance carriers are solvent, some of our individual carriers are insolvent, which has been considered in our analysis of probable recoveries. We made judgments concerning insurance coverage that we believe are reasonable and consistent with our historical dealings and our knowledge of any pertinent solvency issues surrounding insurers. Bendix Products—Bendix manufactured automotive brake linings that contained chrysotile asbestos in an encapsulated form. Claimants consist largely of individuals who allege exposure to asbestos from brakes from either performing or being in the vicinity of individuals who performed brake replacements. The following tables present information regarding Bendix related asbestos claims activity: Claims Activity Years Ended December 31, 2018 2017 Claims Unresolved at the beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Claims Filed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Claims Resolved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,280 2,430 (2,501) 7,724 2,645 (4,089) Claims Unresolved at the end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,209 6,280 Disease Distribution of Unresolved Claims December 31, 2018 2017 Mesothelioma and Other Cancer Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonmalignant Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,949 3,260 3,062 3,218 Total Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,209 6,280 Honeywell has experienced average resolution values per claim excluding legal costs as follows: Malignant claims . . . . . . . . . . . . . . . . . . . . . Nonmalignant claims. . . . . . . . . . . . . . . . . . $55,300 $ 4,700 2018 2017 Years Ended December 31, 2016 (in whole dollars) $44,000 $ 4,485 $44,000 100 $ 2015 $56,000 $ 2,800 2014 $53,500 120 $ It is not possible to predict whether resolution values for Bendix-related asbestos claims will increase, decrease or stabilize in the future. Our consolidated financial statements reflect an estimated liability for resolution of asserted (claims filed as of the financial statement date) and unasserted Bendix-related asbestos claims and excludes the Company’s legal fees to defend such asbestos claims which will continue to be expensed by the Company as they are incurred. We have valued Bendix asserted and unasserted claims using average resolution values for the previous five years. We update the resolution values used to estimate the cost of Bendix asserted and unasserted claims during the fourth quarter each year. Honeywell reflects the inclusion of all years of epidemiological disease projection through 2059 when estimating the liability for unasserted Bendix-related asbestos claims. Such liability for unasserted Bendix-related asbestos claims is based on historic and anticipated claims filing experience and dismissal rates, disease classifications, and resolution values in the tort system for the previous five years. Our insurance receivable corresponding to the liability for settlement of asserted and unasserted Bendix asbestos claims reflects coverage which is provided by a large number of insurance policies written by dozens of insurance companies in both the domestic insurance market and the London insurance excess market. Based on our ongoing analysis of receivables are recorded in the financial statements simultaneous with the recording of the estimated liability for the underlying asbestos claims. This determination is based on our analysis of the underlying insurance policies, our historical experience with our insurers, our ongoing review of the the probable insurance recovery, 78 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) solvency of our consideration of the impacts of any settlements reached with our insurers. judicial determinations relevant insurers, to our insurance programs, and our In conjunction with the Garrett spin-off, the Company entered into an indemnification and reimbursement agreement with a Garrett subsidiary, pursuant to which Garrett’s subsidiary will have an obligation to make cash payments to Honeywell in amounts equal to (i) 90% of Honeywell’s asbestos- related liability payments primarily related to the Bendix business in the United States, as well as certain environmental-related liability payments and accounts payable and non-United States asbestos-related liability payments, in each case related to legacy elements of the Garrett business, including the legal costs of defending and resolving such liabilities, less (ii) 90% of Honeywell’s net insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities. The amount payable to Honeywell in respect of such liabilities arising in any given year will be subject to a cap of approximately Euro 150 million (equivalent to $175 million at the time the indemnification agreement was entered into). The obligation will continue until the earlier of December 31, 2048, or December 31 of the third consecutive year during which the annual indemnification obligation has been less than the Euro equivalent, at the fixed exchange rate at time of the indemnification agreement, of $25 million. Reimbursements associated with this indemnification agreement were $42 million in 2018. As the Company records the accruals for matters covered by the indemnification agreement, a corresponding receivable from Garrett is recorded for 90 percent of that accrual as determined by the terms of the agreement. In 2018 subsequent to the spin-off, the Company recorded a reversal to the receivable for $17 million in the fourth quarter of 2018. As of December 31, 2018, Other Current Assets and Other Assets includes $171 million and $1,058 million representing the short-term and long-term portion of the receivable amount due from Garrett under the indemnification and reimbursement agreement. Other Matters We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and divestitures, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters are the following: Honeywell v. United Auto Workers (UAW) et. al—In September 2011, the UAW and certain Honeywell retirees (Plaintiffs) filed a suit in the Eastern District of Michigan (the District Court) alleging that a series of Master Collective Bargaining Agreements (MCBAs) between Honeywell and the UAW provided the retirees with rights to lifetime, vested healthcare benefits that could never be changed or reduced. Plaintiffs alleged that Honeywell had violated those vested rights by implementing express limitations (CAPS) on the amount Honeywell contributed toward healthcare coverage for the retirees. Honeywell subsequently answered the UAW’s complaint and asserted counterclaims, including for breach of implied warranty. Between 2014 and 2015, Honeywell began enforcing the CAPS against former employees. In response, the UAW and certain of the Plaintiffs filed a motion seeking a ruling that the MCBAs do not limit Honeywell’s obligation to contribute to healthcare coverage for those retirees. On March 29, 2018, the District Court issued its opinion resolving all pending summary judgment motions, except for Honeywell’s counterclaim for breach of implied warranty, which has since been dismissed without prejudice. 79 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) In the opinion, the District Court held that the MCBAs do not promise retirees vested, lifetime benefits that survive expiration of the MCBAs. Based on this ruling, Honeywell terminated the retirees healthcare coverage benefits altogether as of July 31, 2018. In response, the UAW filed a motion to enjoin Honeywell from completely terminating coverage as of July 31, 2018, arguing that the CAPS themselves are vested and that Honeywell must continue to provide retiree medical benefits at the capped level. On July 28, 2018, the District Court denied the UAW’s motion and entered a final judgment consistent with its March 2018 ruling. The UAW has appealed this decision to the Sixth Circuit Court of Appeals. Honeywell believes the District Court’s ruling will be upheld. In the March 2018 opinion, the District Court also held that Honeywell is obligated under the MCBAs to pay the “full premium” for retiree healthcare rather than the capped amount. Based on this ruling, Honeywell would be required to pay monetary damages to retirees for any past years in which Honeywell paid less than the “full premium” of their healthcare coverage. Such damages would be limited, depending on the retiree group, to a two to three-year period ending when the 2016 MCBA expired, and Honeywell would have no ongoing obligation to continue funding healthcare coverage for subsequent periods. Honeywell has appealed the District Court’s ruling on this “full premium” damages issue, and believes that the Sixth Circuit Court of Appeals will reverse the District Court on that issue. In the event the Sixth Circuit were to sustain the District Court’s ruling on this issue, Honeywell would be liable for damages of at least $12 million. Given the uncertainty inherent in litigation and investigations (including the specific matter referenced above), we do not believe it is possible to develop estimates of reasonably possible loss in excess of current accruals for these matters (other than as specifically set forth above). Considering our past experience and existing accruals, we do not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on our consolidated financial position. Because most contingencies are resolved over long periods of time, potential liabilities are subject to change due to new developments, changes in settlement strategy or the impact of evidentiary requirements, which could cause us to pay damage awards or settlements (or become subject to equitable remedies) that could have a material adverse effect on our results of operations or operating cash flows in the periods recognized or paid. Warranties and Guarantees In the normal course of business we issue product warranties and product performance guarantees. We accrue for the estimated cost of product warranties and performance guarantees based on contract terms and historical experience at the time of sale. Adjustments to initial obligations for warranties and guarantees are made as changes to the obligations become reasonably estimable. The following table summarizes information concerning our recorded obligations for product warranties and product performance guarantees. Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accruals for warranties/guarantees issued during the year . . . . . Adjustment of pre-existing warranties/guarantees . . . . . . . . . . . . . . Settlement of warranty/guarantee claims . . . . . . . . . . . . . . . . . . . . . . End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended December 31, 2017 $ 487 215 (27) (267) $ 408 2018 $ 408 208 (78) (228) $ 310 2016 $ 416 326 (40) (215) $ 487 80 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Product warranties and product performance guarantees are included in the following balance sheet accounts: Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 2017 $243 67 $310 $307 101 $408 Note 21. Pension and Other Postretirement Benefits We sponsor a number of both funded and unfunded U.S. and non-U.S. defined benefit pension plans. Pension benefits for many of our U.S. employees are provided through non-contributory, qualified and non-qualified defined benefit plans. All non-union hourly and salaried employees joining Honeywell for the first time after December 31, 2012, are not eligible to participate in Honeywell’s U.S. defined benefit pension plans. We also sponsor defined benefit pension plans which cover non-U.S. employees who are not U.S. citizens, in certain jurisdictions, principally the UK, Netherlands, Germany, and Canada. Other pension plans outside of to the Company either individually or in the aggregate. the U.S. are not material We also sponsor postretirement benefit plans that provide health care benefits and life insurance coverage mainly to U.S. eligible retirees. None of Honeywell’s U.S. employees are eligible for a retiree medical subsidy from the Company. In addition, the vast majority of Honeywell’s U.S. retirees either have no Company subsidy or have a fixed-dollar subsidy amount. This significantly limits our exposure to the impact of future health care cost increases. The retiree medical and life insurance plans are not funded. Claims and expenses are paid from our operating cash flow. 81 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) The following tables summarize the balance sheet impact, including the benefit obligations, assets and funded status associated with our significant pension and other postretirement benefit plans. Pension Benefits U.S. Plans 2018 2017 Non-U.S. Plans 2018 2017 Change in benefit obligation: Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . $18,151 $17,414 $7,019 $6,483 40 Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147 Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24) Actuarial (gains) losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (253) Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Settlements and curtailments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 614 Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 143 30 (356) (264) (9) — (342) (65) — 140 573 — (1,111) (1,137) — — (475) 172 586 — 1,234 (1,146) (109) Benefit obligation at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . 16,141 18,151 6,182 7,019 Change in plan assets: Fair value of plan assets at beginning of year. . . . . . . . . . . . . . Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Settlements and curtailments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,985 (303) 34 (1,137) — — (470) 16,814 3,287 139 (1,146) (109) 7,151 (173) 137 (264) — — (378) 8 — 6,120 539 161 (253) — 569 15 Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . 17,109 18,985 6,481 7,151 Funded status of plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 968 $ 834 $ 299 $ 132 Amounts recognized in Consolidated Balance Sheet consist of: Prepaid pension benefit cost(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,295 $ 1,205 $1,094 $ 944 Accrued pension liabilities—current(2) . . . . . . . . . . . . . . . . . . . . . . (12) Accrued pension liabilities—noncurrent(3) . . . . . . . . . . . . . . . . . . . (800) Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 834 $ 299 $ 132 (27) (300) (12) (783) (27) (344) 968 $ (1) Included in Other assets on Consolidated Balance Sheet (2) Included in Accrued liabilities on Consolidated Balance Sheet (3) Included in Other liabilities on Consolidated Balance Sheet 82 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Other Postretirement Benefits 2018 2017 Change in benefit obligation: Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial (gains) losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefit obligation at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 530 — 15 (34) (110) (37) 364 $ 492 — 19 91 (14) (58) 530 Change in plan assets: Fair value of plan assets at beginning of year. . . . . . . . . . . . . . . . . . . . . . Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — — — — — — Funded status of plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(364) $(530) Amounts recognized in Consolidated Balance Sheet consist of: Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Postretirement benefit obligations other than pensions(1) . . . . . . . . . . . . Net amount recognized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (62) (302) $(364) $ (62) (468) $(530) (1) Excludes non-U.S. plans of $42 million and $44 million in 2018 and 2017. Amounts recognized in Accumulated other comprehensive (income) loss associated with our significant pension and other postretirement benefit plans at December 31, 2018 and 2017 are as follows: Prior service (credit) cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(218) 860 $ 642 $(268) 248 $ (20) $ 20 600 $620 $ (13) 427 $414 Pension Benefits U.S. Plans 2018 2017 Non-U.S. Plans 2018 2017 Prior service (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net amount recognized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(226) (4) $(230) $(244) 109 $(135) Other Postretirement Benefits 2018 2017 83 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) The components of net periodic benefit (income) cost and other amounts recognized in Other comprehensive (income) loss for our significant pension and other postretirement benefit plans include the following components: Pension Benefits Net Periodic Benefit Cost Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on plan assets. . . . . . . . . . . . . . Amortization of prior service (credit) cost. . . . . Recognition of actuarial losses . . . . . . . . . . . . . . Settlements and curtailments . . . . . . . . . . . . . . . . $ 2018 140 573 (1,426) (43) — — U.S. Plans 2017 $ 172 586 (1,262) (43) 41 18 $ 2016 191 600 (1,226) (43) 27 — Non-U.S. Plans 2017 2016 2018 $ 26 143 (443) (1) 37 (3) $ 40 147 (411) (1) 46 — $ 47 179 (377) (3) 246 (7) Net periodic benefit (income) cost . . . . . . . . . . . $ (756) $ (488) $ (451) $(241) $(179) $ 85 Other Changes in Plan Assets and Benefits Obligations Recognized in Other Comprehensive (Income) Loss U.S. Plans 2017 2016 2018 Non-U.S. Plans 2017 2016 2018 Actuarial (gains) losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $619 $ (792) $ 121 $250 $(153) $ 447 — Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Prior service credit recognized during year . . . . . . . . . . (246) Actuarial losses recognized during year . . . . . . . . . . . . . (83) Foreign currency translation. . . . . . . . . . . . . . . . . . . . . . . . . 30 — 4 43 (27) (37) — (34) — 43 (59) — (1) 1 (46) 43 — 43 — — Total recognized in other comprehensive (income) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $662 $ (808) $ 137 $213 $(156) $ 128 Total recognized in net periodic benefit (income) cost and other comprehensive (income) loss . . $ (94) $(1,296) $(314) $ (28) $(335) $ 213 The estimated prior service (credit) for pension benefits that will be amortized from Accumulated other comprehensive (income) loss into net periodic benefit (income) cost in 2019 are expected to be ($42) million and $0 million for U.S. and non-U.S. pension plans. Net Periodic Benefit Cost Other Postretirement Benefits Years Ended December 31, 2017 2018 2016 Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of prior service (credit). . . . . . . . . . . . . . . . . . . . . . . . . . . . Recognition of actuarial losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net periodic benefit (income) cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — 15 (52) 3 $(34) $ — 19 (58) 13 $(26) $ — 20 (76) 22 $(34) Other Changes in Plan Assets and Benefits Obligations Recognized in Other Comprehensive (Income) Loss Actuarial (gains) losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service credit recognized during year. . . . . . . . . . . . . . . . . . . . . . . . . Actuarial losses recognized during year. . . . . . . . . . . . . . . . . . . . . . . . . . . . Total recognized in other comprehensive (income) loss . . . . . . . . Years Ended December 31, 2018 2016 2017 $(110) (34) 52 (3) $ (95) $ (14) 91 58 (13) $122 $(31) 27 76 (22) $ 50 Total recognized in net periodic benefit (income) cost and other comprehensive (income) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(129) $ 96 $ 16 84 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) The estimated net loss and prior service (credit) for other postretirement benefits that will be amortized from Accumulated other comprehensive (income) loss into net periodic benefit (income) cost in 2019 are expected to be $0 and ($62) million. Major actuarial assumptions used in determining the benefit obligations and net periodic benefit for our significant benefit plans are presented in the following table as weighted (income) cost averages. Pension Benefits U.S. Plans 2017 2016 2018 Non-U.S. Plans 2017 2016 2018 Actuarial assumptions used to determine benefit obligations as of December 31: Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected annual rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial assumptions used to determine net periodic benefit (income) cost for years ended December 31: Discount rate—benefit obligation . . . . . . . . . . . . . . Discount rate—service cost. . . . . . . . . . . . . . . . . . . Discount rate—interest cost . . . . . . . . . . . . . . . . . . Expected rate of return on plan assets. . . . . . . . Expected annual rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.35% 3.68% 4.20% 2.63% 2.36% 2.51% 3.25% 4.50% 4.50% 2.46% 0.73% 2.17% 3.68% 4.20% 4.46% 2.36% 2.51% 3.49% 3.77% 4.42% 4.69% 2.20% 2.14% 2.92% 3.27% 3.49% 3.59% 2.08% 2.19% 3.07% 7.75% 7.75% 7.75% 6.23% 6.43% 6.65% 4.50% 4.50% 4.48% 2.49% 2.17% 2.11% Other Postretirement Benefits 2017 2018 2016 Actuarial assumptions used to determine benefit obligations as of December 31: Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07% 3.39% 3.65% Actuarial assumptions used to determine net periodic benefit cost for years ended December 31: Discount rate(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.39% 3.60% 3.80% (1) Discount rate was 3.65% for 1/1/17 through 2/28/17. Rate was changed to 3.60% for the remainder of 2017 due to Plan remeasurement as of 3/1/17. The discount rate for our U.S. pension and other postretirement benefits plans reflects the current rate at which the associated liabilities could be settled at the measurement date of December 31. To determine discount rates for our U.S. pension and other postretirement benefit plans, we use a modeling process that involves matching the expected cash outflows of our benefit plans to a yield curve constructed from a portfolio of high quality, fixed-income debt instruments. We use the single weighted-average yield of this hypothetical portfolio as a discount rate benchmark. We utilize a full yield curve approach in the estimation of the service and interest cost components of net periodic pension benefit (income) for our significant pension plans. This approach applies the specific spot rates along the yield curve used in the determination of the pension benefit obligation to their underlying projected cash flows and provides a more precise measurement of service and interest costs by improving the correlation between projected cash flows and their corresponding spot rates. For our U.S. pension plans, the single weighted average spot rates used to determine service and interest costs for 2019 are 4.47% and 3.94%. The discount rate used to determine the other postretirement benefit obligation is lower principally due to a shorter expected duration of other postretirement plan obligations as compared to pension plan obligations. 85 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Our expected rate of return on U.S. plan assets of 6.75% at December 31, 2018 was down from 7.75% at December 31, 2017 reflecting a re-balancing of assets to more fixed income during 2018. Our asset return assumption is based on historical plan asset returns over varying long-term periods combined with current market conditions and broad asset mix considerations with a focus on long-term trends rather than short-term market conditions. We review the expected rate of return on an annual basis and revise it as appropriate. For non-U.S. benefit plans actuarial assumptions reflect economic and market factors relevant to each country. Pension Benefits The following amounts relate to our significant pension plans with accumulated benefit obligations exceeding the fair value of plan assets. Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, U.S. Plans 2018 $327 $321 — 2017 $371 $360 — Non-U.S. Plans 2018 2017 $1,668 $1,604 $ 873 $1,082 $1,018 $ 269 Accumulated benefit obligation for our U.S. defined benefit pension plans were $16.1 billion and $18.1 billion and for our Non-U.S. defined benefit pension plans were $6.1 billion and $6.9 billion at December 31, 2018 and 2017. Our asset investment strategy for our U.S. pension plans focuses on maintaining a diversified portfolio using various asset classes in order to achieve our long-term investment objectives on a risk adjusted basis. During 2018, we began to employ a de-risking strategy which increases the matching characteristics of our assets relative to our obligation. Our long-term target allocations are as follows: 45%-70% fixed income securities and cash, 35%-50% equity securities, 5%-10% real estate investments, and 10%-20% other types of investments. Equity securities include publicly-traded stock of companies located both inside and outside the United States. Fixed income securities include corporate bonds of companies from diversified industries, mortgage-backed securities, and U.S. investments in commercial properties and Treasuries. Real estate investments include direct investments in real estate funds. Other types of investments include investments in private equity and hedge funds that follow several different strategies. We review our assets on a regular basis to ensure that we are within the targeted asset allocation ranges and, if necessary, asset balances are adjusted back within target allocations. Our non-U.S. pension assets are typically managed by decentralized fiduciary committees with the Honeywell Corporate Investments group providing funding and investment guidance. Our non-U.S. investment policies are different for each country as local regulations, funding requirements, and financial and tax considerations are part of the funding and investment allocation process in each country. In accordance with ASU 2015-07, “Fair Value Measurement (Topic 820)”, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the the fair value hierarchy to the amounts following tables are intended to permit reconciliation of presented for the total pension benefits plan assets. 86 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) The fair values of both our U.S. and non-U.S. pension plans assets by asset category are as follows: Equities: U.S. Plans December 31, 2018 Level 1 Level 2 Level 3 Total Honeywell common stock . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate investment trusts . . . . . . . . . . . . . . . . . . . . . . $ 2,438 1,365 753 244 $2,438 1,365 753 244 Fixed income: Short term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . Government securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage/Asset-backed securities . . . . . . . . . . . . . . . . . . Insurance contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 877 993 6,824 1,032 8 877 — — — — — — — — — 993 6,824 1,032 8 — — — — — — — — — Direct investments: Direct private investments . . . . . . . . . . . . . . . . . . . . . . . . . Real estate properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments measured at NAV: Private funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hedge funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commingled Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 829 657 16,020 — — $5,677 — — $8,857 829 657 $1,486 931 56 1 101 $17,109 U.S. Plans December 31, 2017 Level 1 Level 2 Level 3 Total Equities: Honeywell common stock. . . . . . . . . . . . . . . . . . . . . . . . . U.S. equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate investment trusts . . . . . . . . . . . . . . . . . . . . . $ 2,832 3,573 2,631 265 $ 2,832 3,573 2,618 265 $ — $ — — — — — 13 — Fixed income: Short term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . Government securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage/Asset-backed securities . . . . . . . . . . . . . . . . . Insurance contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919 428 5,052 742 8 919 — — — — — 428 5,052 742 8 — — — — — Direct investments: Direct private investments . . . . . . . . . . . . . . . . . . . . . . . . Real estate properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments measured at NAV: Private funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hedge funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commingled funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 752 597 17,799 — — $10,207 — — $6,243 752 597 $1,349 901 84 20 181 $18,985 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Non-U.S. Plans December 31, 2018 Level 1 Level 2 Total Level 3 Equities: U.S. equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. equities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 429 1,356 $297 44 Fixed income: Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Government securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage/Asset-backed securities . . . . . . . . . . . . . . . . . . . . Insurance contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments in private funds: Private funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments measured at NAV: Private funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189 2,572 1,468 60 137 46 144 6,401 26 54 $6,481 189 — — — — — — $530 132 1,312 — 2,572 1,468 60 137 — — — — — — — 12 — $5,693 34 144 $178 Equities: U.S. equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-U.S. equities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 573 2,801 $420 99 $ 153 2,702 $ — — Non-U.S. Plans December 31, 2017 Level 1 Level 2 Total Level 3 Fixed income: Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Government securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage/Asset-backed securities . . . . . . . . . . . . . . . . . . . . Insurance contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments in private funds: Private funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments measured at NAV: Private funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238 1,685 1,364 47 157 52 149 7,066 29 56 $7,151 238 — — — — — — $757 — 1,685 1,364 47 157 21 — $6,129 — — — — — 31 149 $180 88 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) The following table summarizes changes in the fair value of Level 3 assets for both U.S. and Non-U.S. plans: Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . Actual return on plan assets: Relating to assets still held at year-end . . . . . . . . . . Relating to assets sold during the year . . . . . . . . . . . Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . Actual return on plan assets: Relating to assets still held at year-end . . . . . . . . . . Relating to assets sold during the year . . . . . . . . . . . Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Plans Non-U.S. Plans Direct Private Investments Real Estate Properties Private Funds Real Estate Funds $ 609 $ 664 $23 $124 33 51 148 (89) 752 36 65 95 (119) 2 31 18 (118) 597 33 2 47 (22) 5 — 6 (3) 31 1 — 2 — 26 — — (1) 149 (4) — — (1) Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . $ 829 $ 657 $34 $144 The Company enters into futures contracts to gain exposure to certain markets. Sufficient cash or cash equivalents are held by our pension plans to cover the notional value of the futures contracts. At December 31, 2018 and 2017, our U.S. plans had contracts with notional amounts of $2,808 million and $4,188 million. At December 31, 2018 and 2017, our non-U.S. plans had contracts with notional amounts of $111 million and $133 million. In both our U.S. and non-U.S. pension plans, the notional derivative exposure is related to outstanding equity and fixed income futures contracts. Common stocks, preferred stocks, real estate investment trusts, and short-term investments are valued at the closing price reported in the active market in which the individual securities are traded. Corporate bonds, mortgages, asset-backed securities, and government securities are valued either by using pricing models, bids provided by brokers or dealers, quoted prices of securities with similar characteristics or discounted cash flows and as such include adjustments for certain risks that may not be observable such as credit and liquidity risks. Certain securities are held in collective trust funds which are valued using net asset values provided by the administrators of the funds. Investments in private equity, debt, real estate and hedge funds and direct private investments are valued at information received from the investment advisor estimated fair value based on quarterly financial and/or general partner. Investments in real estate properties are valued on a quarterly basis using the income approach. Valuation estimates are periodically supplemented by third party appraisals. Our funding policy for qualified defined benefit pension plans is to contribute amounts at least sufficient to satisfy regulatory funding standards. In 2018, 2017, and 2016, we were not required to make contributions to our U.S. pension plans and no contributions were made. We are not required to make any contributions to our U.S. pension plans in 2019. In 2018, contributions of $115 million were made to our non-U.S. pension plans to satisfy regulatory funding requirements. In 2019, we expect to make contributions of cash and/or marketable securities of approximately $42 million to our non-U.S. pension plans to satisfy regulatory funding standards. Contributions for both our U.S. and non-U.S. pension plans do not reflect benefits paid directly from Company assets. 89 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Benefit payments, including amounts to be paid from Company assets, and reflecting expected future service, as appropriate, are expected to be paid as follows: 2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024-2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,177 1,171 1,167 1,163 1,160 5,564 $ 254 259 266 273 280 1,519 U.S. Plans Non-U.S. Plans Other Postretirement Benefits December 31, 2018 2017 Assumed health care cost trend rate: Health care cost trend rate assumed for next year . . . . . . . . . . . . . . . . . . . . . Rate that the cost trend rate gradually declines to. . . . . . . . . . . . . . . . . . . . . . Year that the rate reaches the rate it is assumed to remain at . . . . . . . . . . 7.00% 6.50% 5.00% 5.00% 2029 2023 The assumed health care cost trend rate has a significant effect on the amounts reported. A one- percentage-point change in the assumed health care cost trend rate would have the following effects: 1 percentage point Increase Decrease Effect on total of service and interest cost components . . . . . . . . . . . . . . . . Effect on postretirement benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 $18 $ (1) $(14) Benefit payments reflecting expected future service, as appropriate, are expected to be paid as follows: Without Impact of Medicare Subsidy Net of Medicare Subsidy 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024-2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 52 48 44 40 38 109 $48 44 40 37 34 98 Note 22. Segment Financial Data We globally manage our business operations through four reportable operating segments. Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. Honeywell’s senior management evaluates segment performance based on segment profit. Segment profit income (loss) before taxes excluding general corporate unallocated expense, other income (expense), interest and other financial charges, stock compensa- tion expenses, pension and other postretirement benefits (expense), stock compensation expense and repositioning and other charges. is measured as segment 90 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Years Ended December 31, 2017 2018 2016 Net Sales Aerospace Product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,415 5,078 15,493 $10,067 4,712 14,779 $ 9,926 4,825 14,751 Honeywell Building Technologies Product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Materials and Technologies Product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Safety and Productivity Solutions Product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization Aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Honeywell Building Technologies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Materials and Technologies . . . . . . . . . . . . . . . . . . . . . . . Safety and Productivity Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Segment Profit Aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Honeywell Building Technologies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Materials and Technologies . . . . . . . . . . . . . . . . . . . . . . . Safety and Productivity Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital expenditures Aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Honeywell Building Technologies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Materials and Technologies . . . . . . . . . . . . . . . . . . . . . . . Safety and Productivity Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Assets Aerospace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Honeywell Building Technologies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance Materials and Technologies . . . . . . . . . . . . . . . . . . . . . . . Safety and Productivity Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 7,868 1,430 9,298 8,589 2,085 10,674 8,396 1,381 9,777 8,521 1,818 10,339 8,250 1,240 9,490 8,725 1,711 10,436 5,976 361 6,337 $41,802 5,333 306 5,639 $40,534 4,461 164 4,625 $39,302 $ 281 112 452 216 55 $ 1,116 $ 279 118 441 219 58 $ 1,115 $ 275 107 399 188 61 $ 1,030 $ 3,503 1,608 2,328 1,032 (281) $ 8,190 $ 3,288 1,650 2,206 852 (306) $ 7,690 $ 2,991 1,621 2,112 680 (218) $ 7,186 $ $ 308 125 254 78 63 828 $ 380 88 303 79 181 $ 1,031 $ 331 92 473 55 144 $ 1,095 December 31, 2017 2016 2018 $11,234 6,010 17,827 9,886 12,816 $57,773 $11,769 10,592 17,203 9,456 10,450 $59,470 $11,426 10,392 15,835 8,951 7,962 $54,566 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) A reconciliation of segment profit to consolidated income from continuing operations before taxes are as follows: Segment Profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest and other financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . Stock compensation expense(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension ongoing income (expense)(2) . . . . . . . . . . . . . . . . . . . . . . . . Pension mark-to-market expense(2) . . . . . . . . . . . . . . . . . . . . . . . . . . Other postretirement income (expense)(2). . . . . . . . . . . . . . . . . . . . . Repositioning and other charges(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended December 31, 2018 2016 2017 $ 8,190 (367) (175) 992 (37) 32 (1,091) (57) $7,690 (316) (176) 713 (87) 21 (973) 78 $7,186 (338) (184) 601 (273) 32 (690) 118 $ 7,487 $6,950 $6,452 (1) Amounts included in Selling, general and administrative expenses. (2) Amounts included in Cost of products and services sold and Selling, general and administrative expenses (service costs) and Other income/expense (non-service cost components). (3) Amounts included in Cost of products and services sold, Selling, general and administrative expenses, and Other income/expense. (4) 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. Note 23. Geographic Areas—Financial Data Net Sales(1) Years Ended December 31, 2017 2016 2018 Long-lived Assets(2) December 31, 2017 2016 2018 United States . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . Other International . . . . . . . . . . . . . $23,841 10,066 7,895 $22,722 10,400 7,412 $22,652 9,966 6,684 $3,601 571 1,124 $3,604 927 1,395 $3,744 741 1,308 $41,802 $40,534 $39,302 $5,296 $5,926 $5,793 (1) Sales between geographic areas approximate market and are not significant. Net sales are classified according to their country of origin. Included in United States net sales are export sales of $5,293 million, $4,974 million and $5,290 million in 2018, 2017 and 2016. (2) Long-lived assets are comprised of property, plant and equipment - net. 92 HONEYWELL INTERNATIONAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars in millions, except per share amounts) Note 24. Supplemental Cash Flow Information Years Ended December 31, 2018 2016 2017 Net payments for repositioning and other charges: Severance and exit cost payments . . . . . . . . . . . . . . . . . . . . . . . Environmental payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indemnity receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance receipts for asbestos related liabilities . . . . . . . . . . Asbestos related liability payments . . . . . . . . . . . . . . . . . . . . . . . $ (285) $ (177) $ (228) (228) — 43 (212) $ (652) $ (628) $ (625) (218) 67 38 (254) (212) — 27 (266) Interest paid, net of amounts capitalized . . . . . . . . . . . . . . . . . . . . . . Income taxes paid, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash investing and financing activities: $ 353 1,566 $ 306 1,751 $ 329 1,142 Common stock contributed to savings plans . . . . . . . . . . . . . . Marketable securities contributed to non-U.S. pension plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 99 172 89 168 106 Note 25. Unaudited Quarterly Financial Information Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to Honeywell. . . . . . . . . . Earnings per common share—basic(1)(4) . . . . . . . . . Earnings per common share—assuming dilution(1)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends per common share . . . . . . . . . . . . . Mar. 31 June 30 $10,392 3,201 1,439 1.92 $10,919 3,305 1,267 1.70 2018 Sept. 30 $10,762 3,206 2,338 3.15 Dec. 31 $9,729 3,044 1,721 2.34 Year $41,802 12,756 6,765 9.10 1.89 0.745 1.68 0.745 3.11 0.745 2.31 0.820 8.98 3.055 Mar. 31 June 30 2017 Sept. 30 Dec. 31(3) Year Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,492 $10,078 $10,121 $10,843 $40,534 12,390 Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,545 Net income (loss) attributable to Honeywell. . . . . . Earnings (loss) per common share—basic(1)(4) . . . . . 2.03 Earnings (loss) per common share—assuming 3,303 (2,519) (3.32) 3,054 1,391 1.82 3,067 1,345 1.76 2,966 1,328 1.74 dilution(1)(2)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends per common share. . . . . . . . . . . . . . . . 1.72 0.665 1.80 0.665 1.74 0.665 (3.32) 0.745 2.00 2.740 (1) Total for the full year may differ from the sum of the individual quarters due to the requirement to use weighted average shares each quarter, which may fluctuate with share repurchases and share issuances, and due to the impact of losses in a quarter. (2) Due to a loss for the quarter ended December 31, 2017, no incremental shares were included because the effect would be antidilutive. (3) For the quarter ended December 31, 2017 Net income (loss) attributable to Honeywell, Earnings (loss) per common share - basic and Earnings (loss) per common share - assuming dilution were impacted by U.S. Tax Reform. (4) Earnings per Common Share and Net income attributable to Honeywell were revised for periods prior to Sept. 30, 2018 in connection with our change in accounting for Bendix asbestos-related liabilities for unasserted claims. See Note 20 Commitments and Contingencies for further details. 93 Report of Independent Registered Public Accounting Firm To the Shareowners and the Board of Directors of Honeywell International Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Honeywell International Inc. and subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income, shareowners’ equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO. Change in Accounting Principle As discussed in Note 1 to the financial statements, the accompanying 2017 and 2016 consolidated statements of operations have been retrospectively adjusted for the adoption of Accounting Standards Update 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 94 Definition and Limitations of Internal Control over Financial Reporting financial reporting includes those policies and procedures that A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Parsippany, New Jersey February 8, 2019 We have served as the Company’s auditor since 2014. 95 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not Applicable. Item 9A. Controls and Procedures Honeywell management maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (Exchange Act) is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. There have been no changes that have materially affected, or are reasonably likely to materially affect, Honeywell’s internal control over financial reporting that have occurred during the quarter ended December 31, 2018. Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at December 31, 2018. Based on these evaluations, our CEO and CFO concluded that our disclosure controls and procedures required by paragraph (b) of Rules 13a-15 or 15d-15 were effective as of December 31, 2018. Management’s Report on Internal Control Over Financial Reporting Honeywell management is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Honeywell’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management assessed the effectiveness of Honeywell’s internal control over financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control— Integrated Framework (2013). Based on this assessment, management determined that Honeywell maintained effective internal control over financial reporting as of December 31, 2018. The effectiveness of Honeywell’s internal control over financial reporting as of December 31, 2018 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8. Financial Statements and Supplementary Data. Item 9B. Other Information Iran Threat Reduction and Syrian Human Rights Act of 2012 Under the Iran Threat Reduction and Syrian Human Rights Act of 2012, which added Section 13(r) of the Securities Exchange Act of 1934, Honeywell is required to disclose in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with entities or individuals designated pursuant to certain Executive Orders. All of our activities in Iran during the year ended December 31, 2018, including the activities disclosed below, were conducted by our non-U.S. subsidiaries (i) under General License H, (ii) under General License I, or (iii) under a specific license issued by U.S. Treasury’s Office of Foreign Assets Control (OFAC), and otherwise in compliance with all applicable laws, including sanctions regulations administered by OFAC. 96 In the year ended December 31, 2018, the non-U.S. subsidiaries of our UOP business, part of Performance Materials and Technologies, engaged in the following activities related to Iran’s oil, gas and/or petrochemical sectors: • Delivered services to Iranian counterparties pursuant to new and existing contracts, which resulted in revenue of approximately $31.3 million. • Sold non-U.S. origin products to non-U.S. third-parties for end-use in Iran pursuant to new and existing contracts, which resulted in revenue of approximately $14.0 million. Following our completion of the wind-down activities authorized by OFAC after the United States’ withdrawal from the Joint Comprehensive Plan of Action, we have now ceased doing business in Iran. On February 4, 2019, Krishna Mikkilineni, the Company’s Senior Vice President of Engineering and Information Technology, communicated his intention to retire from the Company effective as of April 30, 2019 (the “Retirement Date”). In consideration for Mr. Mikkilineni’s agreement to (1) provide post-Retirement Date transition services through October 31, 2019, and (2) extend the time period of his existing non-solicitation and non-compete covenants from two years to three years, the Company and Mr. Mikkilineni entered into a Retirement Agreement that provides Mr. Mikkilineni with the following benefits notwithstanding his voluntary retirement: (i) the outstanding restricted stock units previously awarded to Mr. Mikkilineni that are unvested as of the Retirement Date and that would otherwise have vested before March 1, 2020 shall remain outstanding and continue to vest as scheduled pursuant to their existing terms and conditions, including the satisfaction of any applicable Company performance requirements, (ii) all outstanding stock options that are unvested as of the Retirement Date and that would otherwise have vested before March 1, 2020 shall continue to vest as scheduled, and (iii) Mr. Mikkilineni shall receive a $2,500,000 payout from the performance stock units (“PSUs”) granted to him for the 2017–2019 PSU performance cycle (or the full payout of such PSUs if such payout is less than $2,500,000). All other unvested long-term incentive awards shall be forfeited as of the Retirement Date. 97 Item 10. Directors and Executive Officers of the Registrant PART III. Information relating to the Directors of Honeywell, as well as information relating to compliance with Section 16(a) of the Securities Exchange Act of 1934, will be contained in our definitive Proxy Statement to Regulation 14A not later than 120 days after December 31, 2018, and such information is incorporated herein by reference. Certain other information relating to the Executive Officers of Honeywell appears in Part I of this Annual Report on Form 10-K under the heading Executive Officers of the Registrant. the Directors, which will be filed with the SEC pursuant involving the election of The members of the Audit Committee of our Board of Directors are: George Paz (Chair), Kevin Burke, Jaime Chico Pardo (ex officio member), D. Scott Davis, Linnet Deily, Judd Gregg and Robin L. Washington. The Board has determined that Mr. Paz, Mr. Chico Pardo, Mr. Davis and Ms. Washington are audit committee financial experts as defined by applicable SEC rules and that Mr. Paz, Mr. Burke, Mr. Davis, Ms. Deily and Ms. Washington satisfy the accounting or related financial management expertise criteria established by the NYSE. All members of the Audit Committee are independent as that term is defined in applicable SEC rules and NYSE listing standards. Honeywell’s corporate governance policies and procedures, including the Code of Business Conduct, Corporate Governance Guidelines and Charters of the Committees of the Board of Directors are available, free of charge, on our website under the heading Investor Relations (see Corporate Governance), or by writing to Honeywell, 115 Tabor Road, Morris Plains, New Jersey 07950, c/o Vice President and Corporate Secretary. Honeywell’s Code of Business Conduct applies to all Honeywell directors, officers (including the Chief Executive Officer, Chief Financial Officer and Controller) and employees. Amendments to or waivers of the Code of Business Conduct granted to any of Honeywell’s directors or executive officers will be published on our website within five business days of such amendment or waiver. Item 11. Executive Compensation Information relating to executive compensation is contained in the Proxy Statement referred to the Registrant, and such information is above in Item 10. Directors and Executive Officers of incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information relating to security ownership of certain beneficial owners and management and related stockholder matters is contained in the Proxy Statement referred to above in Item 10. Directors and Executive Officers of the Registrant, and such information is incorporated herein by reference. EQUITY COMPENSATION PLANS As of December 31, 2018 information about our equity compensation plans is as follows: Plan category Equity compensation plans approved by security holders . . . . . . . . . . . . . . . . . . . . . . Equity compensation plans not approved by security holders . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) 26,746,020(1) $97.83(2) 42,792,180(3) 328,003(4) 27,074,023 N/A(5) $97.83 N/A(6) 42,792,180 98 (1) Equity compensation plans approved by shareowners which are included in column (a) of the table are the 2016 Stock Incentive Plan, the 2011 Stock Incentive Plan, and the 2006 Stock Incentive Plan (including 22,222,860 shares of Common Stock to be issued for options; 3,617,539 RSUs subject to continued employment; and 631,082 deferred RSUs); and the 2016 Stock Plan for Non- Employee Directors and the 2006 Stock Plan for Non-Employee Directors (including 255,721 to continued shares of Common Stock to be issued for options; and 18,818 RSUs subject services). RSUs included in column (a) of the table represent the full number of RSUs awarded and outstanding whereas the number of shares of Common Stock to be issued upon vesting will be lower than what is reflected on the table because the value of shares required to meet employee tax withholding requirements are not issued. 1,110,753 growth plan units were issued and remain outstanding for the performance cycle commencing January 1, 2016 and ended December 31, 2017 pursuant to the 2011 Stock Incentive Plan. The value of this growth plan award will be paid in cash and, thus, growth plan units are not included in the table above. Because the number of future shares that may be distributed to employees participating in the Honeywell Global Stock Plan is unknown, no shares attributable to that plan are included in column (a) of the table above. (2) Column (b) relates to stock options and does not include any exercise price for RSUs because an RSU’s value is dependent upon attainment of certain performance goals or continued employment or service and they are settled for shares of Common Stock on a one-for-one basis. (3) The number of shares that may be issued under the 2016 Stock Incentive Plan as of December 31, 2018 is 40,270,690 which includes the following additional shares that may again be available for issuance: shares that are settled for cash, expire, are canceled, or under similar prior plans, are tendered as option exercise price or tax withholding obligations, are reacquired with cash option exercise price or with monies attributable to any tax deduction to Honeywell upon the exercise of an option, or are under any outstanding awards assumed under any equity compensation plan of an entity acquired by Honeywell. No securities are available for future issuance under the 2011 Stock Incentive Plan or the 2006 Stock Incentive Plan. The number of shares that may be issued under the Honeywell Global Stock Plan as of December 31, 2018 is 1,807,681. This plan is an umbrella plan for three plans described below maintained solely for eligible employees of participating non-U.S. countries. • The UK Sharebuilder Plan allows an eligible UK employee to invest taxable earnings in Common Stock. The Company matches those shares and dividends paid are used to purchase additional shares of Common Stock. For the year ending December 31, 2018, 42,697 shares were credited to participants’ accounts under the UK Sharebuilder Plan. • The Honeywell Aerospace Ireland Share Participation Plan, the Honeywell Measurex (Ireland) Limited Group Employee Profit Sharing Plan, and the Honeywell International Technologies Limited Employee Share Ownership Plan allow eligible Irish employees to contribute a percentage of base pay and/or bonus that is invested in Common Stock. For the year ending December 31, 2018, 4,139 shares of Common Stock were credited to participants’ accounts International Technologies Limited Employee Share under Ownership Plan was part of the spinoff of the Transportation Systems business that occurred on October 1, 2018 and is no longer sponsored by Honeywell. these plans. The Honeywell The remaining 893,809 shares included in column (c) are shares remaining under the 2016 Stock Plan for Non-Employee Directors. (4) Equity compensation plans not approved by shareowners included in the table refers to the Honeywell Excess Benefit Plan and Supplemental Savings Plan. The Honeywell Excess Benefit Plan and Supplemental Savings Plan for highly compensated employees is an unfunded, non-tax qualified plan that provides benefits equal to the employee deferrals and company matching allocations that would have been provided under Honeywell’s U.S. tax-qualified savings plan if the Internal Revenue Code limitations on compensation and 99 contributions did not apply. The Company matching contribution is credited to participants’ accounts in the form of notional shares of Common Stock. The notional shares are distributed in the form of actual shares of Common Stock. The number of shares to be issued under this plan based on the value of the notional shares as of December 31, 2018 is 328,003. (5) Column (b) does not include any exercise price for notional shares allocated to employees under Honeywell’s equity compensation plans not approved by shareowners because all of these shares are only settled for shares of Common Stock on a one-for-one basis. (6) The amount of securities available for future issuance under the Honeywell Excess Benefit Plan and Supplemental Savings Plan is not determinable because the number of securities that may be issued under this plan depends upon the amount deferred to the plan by participants in future years. Item 13. Certain Relationships and Related Transactions Information relating to certain relationships and related transactions is contained in the Proxy Statement referred to above in Item 10. Directors and Executive Officers of the Registrant, and such information is incorporated herein by reference. Item 14. Principal Accounting Fees and Services Information relating to fees paid to and services performed by Deloitte & Touche LLP and our Audit Committee’s pre-approval policies and procedures with respect to non-audit services are contained in the Proxy Statement referred to above in Item 10. Directors and Executive Officers of the Registrant, and such information is incorporated herein by reference. 100 Item 15. Exhibits and Financial Statement Schedules PART IV. (a)(1.) Consolidated Financial Statements: Page Number in Form 10-K Consolidated Statement of Operations for the years ended December 31, 2018, 2017 and 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheet at December 31, 2018 and 2017 . . . . . . . Consolidated Statement of Cash Flows for the years ended December 2018, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statement of Shareowners’ Equity for the years ended December 31, 2018, 2017 and 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . Report of Independent Registered Public Accounting Firm. . . . . . . . . . . 36 37 38 39 40 41 94 (a)(2.) Exhibits See the Exhibit Index of this Annual Report on Form 10-K . . . . . . . . . . 102 Page Number in Form 10-K Item 16. Form 10-K Summary None. 101 Exhibit No. EXHIBIT INDEX Description 3(i) 3(ii) 4 10.1* 10.2* 10.3* 10.4* 10.5* 10.6* 10.7* 10.8* 10.9* 10.10* 10.11* 10.12* Amended and Restated Certificate of Incorporation of Honeywell International Inc., as amended April 23, 2018 (incorporated by reference to Exhibit 3(i) to Honeywell’s Form 10-Q for the quarter ended June 30, 2018) By-laws of Honeywell International Inc., as amended April 23, 2018 (incorporated by reference to Exhibit 3(ii) to Honeywell’s 10-Q for the quarter ended June 30, 2018) Honeywell International Inc. is a party to several long-term debt instruments under which, in each case, the total amount of securities authorized does not exceed 10% of the total assets of Honeywell and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Honeywell agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request. Deferred Compensation Plan for Non-Employee Directors of Honeywell International Inc., as amended and restated (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for quarter ended June 30, 2003) Amendment Honeywell reference to Exhibit 10.1 to Honeywell’s Form 8-K filed December 21, 2004) to Deferred Compensation Plan for Non-Employee Directors of Inc., as amended and restated (incorporated by International Amendment Honeywell reference to Exhibit 10.2 to Honeywell’s Form 10-K for December 31, 2005) to Deferred Compensation Plan for Non-Employee Directors of Inc., as amended and restated (incorporated by International the year ended Honeywell International Inc. Incentive Compensation Plan for Executive Employees, as amended and restated (filed herewith) Honeywell Excess Benefit Plan and Honeywell Supplemental Savings Plan, as amended and restated (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for the quarter ended March 31, 2018) Honeywell International Inc. Severance Plan for Designated Officers, as amended and restated (incorporated by reference to Exhibit 10.6 to Honeywell’s Form 10-K for the year ended December 31, 2013) Honeywell Deferred Incentive Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.3 to Honeywell’s Form 10-Q for the quarter ended March 31, 2018) Honeywell International Inc. Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10.10 to Honeywell’s Form 10-K for the year ended December 31, 2008) Amendment to Honeywell International Inc. Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10.10 to Honeywell’s Form 10-K for the year ended December 31, 2009) Amendment to Honeywell International Inc. Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10.7 to Honeywell’s Form 10-K for the year ended December 31, 2015) Honeywell International Inc. Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above, as amended and restated (incorporated by reference to Exhibit 10.12 to Honeywell’s Form 10-K for the year ended December 31, 2008) Amendment to Honeywell International Inc. Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above, as amended and restated (incorporated by reference to Exhibit 10.12 to Honeywell’s Form 10-K for the year ended December 31, 2009) 102 Exhibit No. 10.13* 10.14* 10.15* Description Amendment to Honeywell International Inc. Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above, as amended and restated (incorporated by reference to Exhibit 10.9 to Honeywell’s Form 10-K for the year ended December 31, 2013) Amendment to Honeywell International Inc. Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above, as amended and restated (incorporated by reference to Exhibit 10.8 to Honeywell’s Form 10-K for the year ended December 31, 2015) Honeywell Supplemental Defined Benefit Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10.13 to Honeywell’s Form 10-K for the year ended December 31, 2008) 10.16* Amendment to Honeywell Supplemental Defined Benefit Retirement Plan, as reference to Exhibit 10.13 to amended and restated (incorporated by Honeywell’s Form 10-K for the year ended December 31, 2009) 10.17* 10.18* 10.19* 10.20* 10.21* 10.22* 10.23* 10.24* Amendment to Honeywell Supplemental Defined Benefit Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10.9 to Honeywell’s Form 10-K for the year ended December 31, 2015) Honeywell International Inc. Severance Plan for Corporate Staff Employees (Involuntary Termination Following a Change in Control), as amended and restated (incorporated by reference to Exhibit 10.12 to Honeywell’s Form 10-K for the year ended December 31, 2013) Employment Agreement dated as of February 18, 2002 between Honeywell and David M. Cote (incorporated by reference to Exhibit 10.24 to Honeywell’s Form 8-K filed March 4, 2002) Amendment to Employment Agreement dated as of February 18, 2002 between Honeywell and David M. Cote (incorporated by reference to Exhibit 10.3 to Honeywell’s Form 10-Q for the quarter ended September 30, 2008) Amendment to Employment Agreement dated as of February 18, 2002 between Honeywell and David M. Cote (incorporated by reference to Exhibit 10.17 to Honeywell’s Form 10-K for the year ended December 31, 2008) Amendment to Employment Agreement dated as of February 18, 2002 between Honeywell and David M. Cote (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended March 31, 2013) Deferred Compensation Agreement dated August 4, 2006 between Honeywell and David M. Cote (incorporated by reference to Exhibit 10.22 to Honeywell’s Form 10-K for the year ended December 31, 2006) Amendment to Deferred Compensation Agreement dated August 4, 2006 between Honeywell and David M. Cote (incorporated by reference to Exhibit 10.22 to Honeywell’s Form 10-K for the year ended December 31, 2009) 10.25* Honeywell Supplemental Retirement Plan (incorporated by reference to Exhibit 10.24 to Honeywell’s Form 10-K for the year ended December 31, 2006) 10.26* 10.27* 2006 Stock Incentive Plan of Honeywell Inc. and Its Affiliates, as amended and restated (incorporated by reference to Exhibit 10.26 to Honeywell’s Form 10-K for the year ended December 31, 2008) International Amendment to the 2006 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates, as amended and restated (incorporated by reference to Exhibit 10.1 to Honeywell’s 10-Q for the quarter ended March 31, 2011) 103 Exhibit No. 10.28* 10.29* 10.30* 10.31* 10.32* 10.33* 10.34* 10.35* 10.36* 10.37* 10.38* 10.39* 10.40* 10.41* 10.42* 10.43* Description 2006 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates—Form of Option Award Agreement (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for the quarter ended March 31, 2009) 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc., as amended and restated (incorporated by reference to Exhibit 10.31 to Honeywell’s Form 10-K for the year ended December 31, 2008) Amendment to 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc., as amended and restated (incorporated by reference to Exhibit 10.27 to Honeywell’s Form 10-K for the year ended December 31, 2011) Amendment to 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc., as amended and restated (incorporated by reference to Exhibit 10.24 to Honeywell’s Form 10-K for the year ended December 31, 2014) 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc.—Form of Option Agreement (incorporated by reference to Exhibit 10.3 to Honeywell’s Form 10-Q for the quarter ended March 31, 2012) 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc.—Form (incorporated by reference to Exhibit 10.4 to of Restricted Unit Agreement Honeywell’s Form 10-Q for the quarter ended March 31, 2012) 2007 Honeywell Global Employee Stock Plan (incorporated by reference to to Honeywell’s Proxy Statement, dated March 12, 2007, Rule 14a-6 of the Securities Exchange Act of 1934) filed pursuant 2006 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates—Form of Option Award Agreement, Form 2 (incorporated by reference to Exhibit 10.37 to Honeywell’s Form 10-K for the year ended December 31, 2010) Letter Agreement dated September 3, 2009 between Honeywell and Timothy Mahoney (incorporated by reference to Exhibit 10.38 to Honeywell’s Form 10-K for the year ended December 31, 2010) Form of Honeywell International Inc. Noncompete Agreement for Senior Executives (incorporated by reference to Exhibit 10.39 to Honeywell’s Form 10-K for the year ended December 31, 2010) 2011 Stock Incentive Plan of Honeywell Inc. and its Affiliates (incorporated by reference to Honeywell’s Proxy Statement, dated March 10, 2011, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934) International Amendment to 2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (incorporated by reference to Exhibit 10.36 to Honeywell’s Form 10-K for the year ended December 31, 2012) Amendment to 2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates—Form of (incorporated by reference to Exhibit 10.2 to Restricted Unit Agreement Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 2011 Stock Incentive Plan of Honeywell International Inc. and its Affiliates—Form of Restricted Unit Agreement, Form 2 (incorporated by reference to Exhibit 10.3 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 2011 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates—Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.4 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 104 Exhibit No. 10.44* 10.45* 10.46* 10.47* 10.48* 10.49* 10.50* 10.51* 10.52* 10.53* 10.54* 10.55* 10.56* 10.57* 10.58* Description 2011 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates—Form of Stock Option Award Agreement, Form 2 (incorporated by reference to Exhibit 10.39 to Honeywell’s Form 10-K for the year ended December 31, 2014) 2011 Stock Incentive Plan of Honeywell International Inc. and Its Affiliates—Form of Growth Plan Agreement (incorporated by reference to Exhibit 10.5 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates–Form of Performance Plan Grant Agreement (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for the quarter ended March 31, 2017) Letter Agreement dated August 4, 2011 between Honeywell International Inc. and David M. Cote (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended September 30, 2011) Letter Agreement dated April 7, 2014 between Honeywell Inc. and Thomas A. Szlosek (incorporated by reference to Exhibit 10.10 to Honeywell’s Form 10-Q for the quarter ended March 31, 2014) International CEO Retention Agreement, as approved by the Board of Directors of Honeywell International Inc. on October 31, 2014 and agreed to by David M. Cote on December 11, 2014 (incorporated by reference to Exhibit 99.2 to Honeywell’s Form 8-K filed December 12, 2014) Chief Executive Officer Business Continuity Agreement as approved by the Board of Inc. on June 28, 2016 (incorporated by Directors of Honeywell reference to Exhibit 99.1 to Honeywell’s Form 8-K filed June 28, 2016) International Amendment to Chief Executive Officer Business Continuity Agreement as approved Inc. on June 28, 2016 by the Board of Directors of Honeywell (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended March 31, 2017) International Letter Agreement dated February 24, 2012 between Honeywell and Darius Adamczyk (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended March 31, 2016) Offer letter dated March 31, 2016 from Honeywell to Darius Adamczyk (incorporated by reference to Exhibit 99.1 to Honeywell’s Form 8-K filed April 6, 2016) International Inc. Employment Offer Letter dated March 1, 2017 between Honeywell and Darius Adamczyk (incorporated by reference to Exhibit 99.1 to Honeywell’s Form 8-K filed March 6, 2017) Offer letter dated March 11, 2013 from Honeywell to Krishna Mikkilineni (incorporated by reference to Exhibit 10.43 to Honeywell’s Form 10-K for the year ended December 31, 2016) International Inc. 2016 Stock Incentive Plan of Honeywell Inc. and its Affiliates (incorporated by reference to Honeywell’s Proxy Statement, dated March 10, 2016, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934) International 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates—Form of (incorporated by reference to Exhibit 10.1 to Restricted Unit Agreement Honeywell’s Form 10-Q for the quarter ended June 30, 2016) 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates—Form of Restricted Unit Agreement, Form 2 (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 10-Q for the quarter ended June 30, 2016) 105 Exhibit No. 10.59* 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates—Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to Honeywell’s Form 10-Q for the quarter ended June 30, 2016) Description 10.60* 10.61* 10.62* 10.63* 10.64* 10.65* 10.66* 10.67 10.68 2016 Stock Plan for Non-Employee Directors (incorporated by reference to to Honeywell’s Proxy Statement, dated March 10, 2016, Rule 14a-6 of the Securities Exchange Act of 1934) filed pursuant 2016 Stock Plan for Non-Employee Directors of Honeywell International Inc.—Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.74 to Honeywell’s Form 10-K for the year ended December 31, 2017) 2016 Stock Plan for Non-Employee Directors of Honeywell International Inc.—Form (incorporated by reference to Exhibit 10.6 to of Restricted Unit Agreement Honeywell’s Form 10-Q for the quarter ended June 30, 2016) UOP LLC Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10.76 to Honeywell’s 10-K for the year ended December 31, 2017) Letter Agreement dated April 1, 2016 between Honeywell and Rajeev Gautam (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 10-Q for the quarter ended March 31, 2018) Letter Agreement dated July 27, 2018 between Honeywell and Greg Lewis (incorporated by reference to Exhibit 99.1 to Honeywell’s Form 8-K filed August 2, 2018) Retirement Agreement dated August 3, 2018 between Honeywell and Thomas A. Szlosek (incorporated by reference to Exhibit 99.2 to Honeywell’s Form 8-K filed August 2, 2018) 364-Day Credit Agreement, dated as of February 16, 2018, among Honeywell International Inc., the banks, financial lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Goldman Sachs Bank USA, as syndication agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Deutsche Bank AG New York Branch, as documentation agents, and JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA, as joint lead arrangers and co-book managers (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 8-K filed February 20, 2018) institutions and other institutional institutions and other institutional 364-Day Credit Agreement, dated as of April 27, 2018, among Honeywell International Inc., the banks, financial lenders parties thereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association, as documentation agents, and Citibank, N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and co-book managers (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 8-K filed April 27, 2018) 106 Exhibit No. 10.69 Description Inc., financial the banks, International Amended and Restated Five-Year Credit Agreement, dated as of April 27, 2018, institutions and other among Honeywell institutional lenders parties thereto, Citibank, N.A., as administrative agent, Citibank Europe PLC, UK Branch, as swing line agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association, as documentation agents, and Citibank, N.A. and J.P. Morgan Chase Bank N.A., as joint lead arrangers and co-bookrunners (incorporated by reference to Exhibit 10.2 to Honeywell’s Form 8-K filed April 27, 2018) 10.70 10.71 Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc., and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to Honeywell’s Form 8-K filed September 14, 2018) Indemnification and Reimbursement Agreement dated October 14, 2018 by and among New HAPI Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to Honeywell’s Form 8-K filed October 15, 2018) 10.72* Retirement Agreement dated February 7, 2019 between Honeywell and Krishna 21 23.1 24 31.1 31.2 32.1 32.2 Mikkilineni (filed herewith) Subsidiaries of the Registrant (filed herewith) Consent of Deloitte & Touche LLP (filed herewith) Powers of Attorney (filed herewith) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (filed herewith) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (filed herewith) Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as the Sarbanes-Oxley Act of 2002 (filed to Section 906 of Adopted Pursuant herewith) Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as the Sarbanes-Oxley Act of 2002 (filed to Section 906 of Adopted Pursuant herewith) 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE XBRL Instance Document (filed herewith) XBRL Taxonomy Extension Schema (filed herewith) XBRL Taxonomy Extension Calculation Linkbase (filed herewith) XBRL Taxonomy Extension Definition Linkbase (filed herewith) XBRL Taxonomy Extension Label Linkbase (filed herewith) XBRL Taxonomy Extension Presentation Linkbase (filed herewith) The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements. ** Certain schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and similar attachments upon request by the U.S. Securities and Exchange Commission. 107 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIGNATURES Date: February 8, 2019 HONEYWELL INTERNATIONAL INC. By: /s/ John J. Tus John J. Tus Vice President and Controller (on behalf of the Registrant and as the Registrant’s Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated: Name * Linnet F. Deily Director * Judd Gregg Director * Clive Hollick Director * Grace D. Lieblein Director * George Paz Director * Robin L. Washington Director /s/ John J. Tus John J. Tus Vice President and Controller (Principal Accounting Officer) Name * Darius Adamczyk Chairman and Chief Executive Officer (Principal Executive Officer) * Duncan B. Angove Director * William S. Ayer Director * Kevin Burke Director * Jaime Chico Pardo Director * D. Scott Davis Director /s/ Gregory P. Lewis Gregory P. Lewis Senior Vice President and Chief Financial Officer (Principal Financial Officer) *By: /s/ Gregory P. Lewis (Gregory P. Lewis Attorney-in-fact) February 8, 2019 108 LEADERSHIP TEAM AND CORPORATE OFFICERS SHAREOWNER INFORMATION DARIUS ADAMCZYK Chairman and Chief Executive Officer HARSH BANSAL Vice President Investments QUE THANH DALLARA President and Chief Executive Officer Honeywell Connected Enterprise RAJEEV GAUTAM President and Chief Executive Officer Performance Materials and Technologies MARK R. JAMES Senior Vice President Human Resources, Security and Communications VIMAL KAPUR President and Chief Executive Officer Honeywell Building Technologies MICHAEL BENNETT Vice President Communications and President Honeywell Hometown Solutions JIM CARROLL Senior Vice President Global Government Relations JIM COLBY Vice President and Treasurer TORSTEN PILZ Senior Vice President and Chief Supply Chain Officer SHANE TEDJARATI President Global High Growth Regions GREGORY P. LEWIS Senior Vice President and Chief Financial Officer JOHN J. TUS Vice President and Controller ANNE T. MADDEN Senior Vice President, General Counsel and Corporate Secretary TIMOTHY O. MAHONEY President and Chief Executive Officer Aerospace KRISHNA MIKKILINENI Senior Vice President Engineering and Information Technology JOHN F. WALDRON President and Chief Executive Officer Safety and Productivity Solutions ANNUAL MEETING The Annual Meeting of Shareowners will be held at 10:30 a.m. on Monday, April 29, 2019, at Honeywell’s Headquarters, 115 Tabor Road, Morris Plains, New Jersey, 07950. DIVIDENDS/SHAREOWNER MATTERS Honeywell’s Dividend Reinvestment and Share Purchase Plan provides for automatic reinvestment of common stock dividends at market price. Participants also may add cash for the purchase of additional shares of common stock without payment of any brokerage commission or service charge. Honeywell offers Direct Registration, or paperless stock ownership. This means that instead of getting a paper stock certificate to represent your shares, your shares are held in your name and tracked electronically in our records. The company has established a Direct Deposit of Dividends service enabling registered shareowners to have their quarterly dividend payments sent electronically to their bank accounts on the payment date. For more information on these services or for answers to questions about dividend checks, stock transfers, or other shareowner matters, please contact Honeywell’s transfer agent and registrar: EQ SHAREOWNER SERVICES 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 1-800-401-1957 (US) 1-651-450-4064 (International) http://www.shareowneronline.com HONEYWELL INTERNATIONAL INC. Corporate Publications 115 Tabor Road Morris Plains, NJ 07950-2546 1-973-455-2000 STOCK EXCHANGE LISTINGS Honeywell’s Common Stock is listed on the New York Stock Exchange under the symbol HON. It is also listed on the London Stock Exchange. Shareowners of record as of December 31, 2018, totaled 45,606. GENERAL INQUIRIES For additional shareowner inquiries, please contact Honeywell’s Shareowner Services at 1-800-647-7147 or Honeywell Investor Relations at 1-973-455-2222. Aerospace • Honeywell Building Technologies • Performance Materials and Technologies • Safety and Productivity Solutions Honeywell International Inc. 115 Tabor Road Morris Plains, NJ 07950-2546 USA For more information about Honeywell, visit www.honeywell.com 

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