United States
Securities and Exchange Commission
Washington, D.C. 20549

 

 

 

 

Form 10-Q

 

 


 

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended September 30, 2007

 

 

 

OR

 

 

o      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

 

22-2640650


 


(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

101 Columbia Road
Morris Township, New Jersey

 

07962


 


(Address of principal executive offices)

 

(Zip Code)

 

 

 

(973) 455-2000


(Registrant’s telephone number, including area code)

 

 

 

Not Applicable


(Former name, former address and former fiscal year,
if changed since last report)

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 x  No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x    Accelerated filer o    Non-Accelerated filer o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  No x

There were 746,769,613 shares of Common Stock outstanding at September 30, 2007.



Honeywell International Inc.
Index

 

 

 

 

 

 

 

Page No.

 

 

 


Part I.

-

Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements:

 

 

 

 

 

 

 

Consolidated Statement of Operations (unaudited) – Three and Nine Months Ended September 30, 2007 and 2006

3

 

 

 

 

 

 

Consolidated Balance Sheet (unaudited) – September 30, 2007 and December 31, 2006

4

 

 

 

 

 

 

Consolidated Statement of Cash Flows (unaudited) – Nine Months Ended September 30, 2007 and 2006

5

 

 

 

 

 

 

Notes to Financial Statements (unaudited)

6

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

29

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

43

 

 

 

 

 

Item 4.

Controls and Procedures

43

 

 

 

 

Part II.

-

Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

43

 

 

 

 

 

Item 2.

Changes in Securities and Use of Proceeds

45

 

 

 

 

 

Item 6.

Exhibits

45

 

 

 

 

Signatures

 

46


 

 

 

Cautionary Statement about Forward-Looking Statements

 

 

 

This report contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future. They are based on management’s assumptions and assessments in the light of past experience and trends, current conditions, expected future developments and other relevant factors. They are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by our forward-looking statements. Our forward-looking statements are also subject to risks and uncertainties, which can affect our performance in both the near- and long-term. These forward-looking statements should be considered in the light of the information included in this report and our other filings with the Securities and Exchange Commission, including, without limitation, the Risk Factors, as well as the description of trends and other factors in Management’s Discussion and Analysis of Financial Condition and Results of Operations, set forth in our Form 10-K for the year ended December 31, 2006.

2


PART I. FINANCIAL INFORMATION

The financial information as of September 30, 2007 should be read in conjunction with the financial statements for the year ended December 31, 2006 contained in our form 10-K filed on February 16, 2007.

ITEM 1.     FINANCIAL STATEMENTS

Honeywell International Inc.
Consolidated Statement of Operations
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

 

 

(Dollars in millions, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

7,008

 

$

6,334

 

$

20,330

 

$

18,521

 

Service sales

 

 

1,727

 

 

1,618

 

 

4,984

 

 

4,570

 

 

 



 



 



 



 

Net sales

 

 

8,735

 

 

7,952

 

 

25,314

 

 

23,091

 

 

 



 



 



 



 

Costs, expenses and other

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

5,450

 

 

4,973

 

 

15,778

 

 

14,470

 

Cost of services sold

 

 

1,196

 

 

1,138

 

 

3,509

 

 

3,268

 

 

 



 



 



 



 

 

 

 

6,646

 

 

6,111

 

 

19,287

 

 

17,738

 

Selling, general and administrative expenses

 

 

1,144

 

 

1,037

 

 

3,360

 

 

3,125

 

Other (income) expense

 

 

(16

)

 

(27

)

 

(47

)

 

(69

)

Interest and other financial charges

 

 

124

 

 

97

 

 

331

 

 

280

 

 

 



 



 



 



 

 

 

 

7,898

 

 

7,218

 

 

22,931

 

 

21,074

 

 

 



 



 



 



 

Income from continuing operations before taxes

 

 

837

 

 

734

 

 

2,383

 

 

2,017

 

Tax expense

 

 

219

 

 

193

 

 

628

 

 

524

 

 

 



 



 



 



 

Income from continuing operations

 

 

618

 

 

541

 

 

1,755

 

 

1,493

 

Income from discontinued operations, net of taxes

 

 

 

 

 

 

 

 

5

 

 

 



 



 



 



 

Net income

 

$

618

 

$

541

 

$

1,755

 

$

1,498

 

 

 



 



 



 



 

Earnings per share of common stock-basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.83

 

$

0.66

 

$

2.28

 

$

1.81

 

Income from discontinued operations

 

 

 

 

 

 

 

 

0.01

 

 

 



 



 



 



 

Net income

 

$

0.83

 

$

0.66

 

$

2.28

 

$

1.82

 

 

 



 



 



 



 

Earnings per share of common stock-assuming dilution:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.81

 

$

0.66

 

$

2.25

 

$

1.80

 

Income from discontinued operations

 

 

 

 

 

 

 

 

0.01

 

 

 



 



 



 



 

Net income

 

$

0.81

 

$

0.66

 

$

2.25

 

$

1.81

 

 

 



 



 



 



 

Cash dividends per share of common stock

 

$

0.25

 

$

0.227

 

$

0.75

 

$

0.681

 

 

 



 



 



 



 

The Notes to Financial Statements are an integral part of this statement.

3


Honeywell International Inc.
Consolidated Balance Sheet
(Unaudited)

 

 

 

 

 

 

 

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 


 


 

 

 

(Dollars in millions)

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,787

 

$

1,224

 

Accounts, notes and other receivables

 

 

6,461

 

 

5,740

 

Inventories

 

 

3,919

 

 

3,588

 

Deferred income taxes

 

 

1,127

 

 

1,215

 

Other current assets

 

 

362

 

 

537

 

 

 



 



 

Total current assets

 

 

13,656

 

 

12,304

 

 

 

 

 

 

 

 

 

Investments and long-term receivables

 

 

526

 

 

382

 

Property, plant and equipment - net

 

 

4,770

 

 

4,797

 

Goodwill

 

 

8,784

 

 

8,403

 

Other intangible assets - net

 

 

1,336

 

 

1,247

 

Insurance recoveries for asbestos related liabilities

 

 

1,111

 

 

1,100

 

Deferred income taxes

 

 

997

 

 

1,075

 

Prepaid pension benefit cost

 

 

772

 

 

695

 

Other assets

 

 

950

 

 

938

 

 

 



 



 

Total assets

 

$

32,902

 

$

30,941

 

 

 



 



 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

3,812

 

$

3,518

 

Short-term borrowings

 

 

70

 

 

62

 

Commercial paper

 

 

1,977

 

 

669

 

Current maturities of long-term debt

 

 

415

 

 

423

 

Accrued liabilities

 

 

5,818

 

 

5,463

 

 

 



 



 

Total current liabilities

 

 

12,092

 

 

10,135

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

5,391

 

 

3,909

 

Deferred income taxes

 

 

484

 

 

352

 

Postretirement benefit obligations other than pensions

 

 

2,092

 

 

2,090

 

Asbestos related liabilities

 

 

1,146

 

 

1,262

 

Other liabilities

 

 

3,442

 

 

3,473

 

 

 

 

 

 

 

 

 

SHAREOWNERS’ EQUITY

 

 

 

 

 

 

 

Capital - common stock issued

 

 

958

 

 

958

 

             - additional paid-in capital

 

 

3,991

 

 

3,845

 

Common stock held in treasury, at cost

 

 

(9,431

)

 

(6,339

)

Accumulated other comprehensive income (loss)

 

 

(1,034

)

 

(1,307

)

Retained earnings

 

 

13,771

 

 

12,563

 

 

 



 



 

Total shareowners’ equity

 

 

8,255

 

 

9,720

 

 

 



 



 

 

Total liabilities and shareowners’ equity

 

$

32,902

 

$

30,941

 

 

 



 



 

The Notes to Financial Statements are an integral part of this statement.

4


Honeywell International Inc.
Consolidated Statement of Cash Flows
(Unaudited)

 

 

 

 

 

 

 

 

 

 

Nine Months Ended
September 30,

 

 

 


 

 

 

2007

 

2006

 

 

 


 


 

 

 

(Dollars in millions)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

1,755

 

$

1,498

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

620

 

 

596

 

Repositioning and other charges

 

 

408

 

 

350

 

Net (payments) for repositioning and other charges

 

 

(355

)

 

(335

)

Pension and other postretirement expense

 

 

251

 

 

344

 

Pension and other postretirement payments

 

 

(166

)

 

(258

)

Stock option expense

 

 

54

 

 

61

 

Deferred income taxes

 

 

169

 

 

423

 

Excess tax benefits from share based payment arrangements

 

 

(68

)

 

 

Other

 

 

154

 

 

2

 

Changes in assets and liabilities, net of the effects of acquisitions and divestitures:

 

 

 

 

 

 

 

Accounts, notes and other receivables

 

 

(603

)

 

(545

)

Inventories

 

 

(290

)

 

(265

)

Other current assets

 

 

36

 

 

(6

)

Accounts payable

 

 

273

 

 

215

 

Accrued liabilities

 

 

233

 

 

(110

)

 

 



 



 

Net cash provided by operating activities

 

 

2,471

 

 

1,970

 

 

 



 



 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Expenditures for property, plant and equipment

 

 

(457

)

 

(433

)

Proceeds from disposals of property, plant and equipment

 

 

87

 

 

45

 

Increase in investments

 

 

(20

)

 

 

Cash paid for acquisitions, net of cash acquired

 

 

(566

)

 

(623

)

Proceeds from sales of businesses, net of fees paid

 

 

51

 

 

579

 

 

 



 



 

Net cash (used for) investing activities

 

 

(905

)

 

(432

)

 

 



 



 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Net increase/(decrease) in commercial paper

 

 

1,299

 

 

(385

)

Net increase/(decrease) in short-term borrowings

 

 

4

 

 

(215

)

Payment of debt assumed with acquisitions

 

 

(40

)

 

(346

)

Proceeds from issuance of common stock

 

 

517

 

 

278

 

Proceeds from issuance of long-term debt

 

 

1,885

 

 

1,239

 

Payments of long-term debt

 

 

(415

)

 

(371

)

Excess tax benefits from share based payment arrangements

 

 

68

 

 

 

Repurchases of common stock

 

 

(3,783

)

 

(1,020

)

Cash dividends on common stock

 

 

(580

)

 

(560

)

 

 



 



 

Net cash (used for) financing activities

 

 

(1,045

)

 

(1,380

)

 

 



 



 

 

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

42

 

 

23

 

 

 



 



 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

563

 

 

181

 

Cash and cash equivalents at beginning of period

 

 

1,224

 

 

1,234

 

 

 



 



 

Cash and cash equivalents at end of period

 

$

1,787

 

$

1,415

 

 

 



 



 

The Notes to Financial Statements are an integral part of this statement.

5


Honeywell International Inc.
Notes to Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)

NOTE 1. Basis of Presentation

          In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of Honeywell International Inc. and its consolidated subsidiaries at September 30, 2007 and the results of operations for the three and nine months ended September 30, 2007 and 2006 and cash flows for the nine months ended September 30, 2007 and 2006. The results of operations for the three and nine month periods ended September 30, 2007 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year.

          We report our quarterly financial information using a calendar convention; that is, the first, second and third quarters are consistently reported as ending on March 31, June 30 and September 30, respectively. It has been our practice to establish actual quarterly closing dates using a predetermined “fiscal” calendar, which requires our businesses to close their books on a Saturday in order to minimize the potentially disruptive effects of quarterly closing on our business processes. The effects of this practice are generally not significant to reported results for any quarter and only exist within a reporting year. In the event that differences in actual closing dates are material to year-over-year comparisons of quarterly or year-to-date results, we will provide appropriate disclosures. Our actual closing dates for the three and nine month periods ended September 30, 2007 and 2006 were September 29, 2007 and September 30, 2006, respectively. Our fiscal closing calendar for the years 2000 through 2012 is available on our website at www.Honeywell.com under the heading “Investor Relations”.

          The financial information as of September 30, 2007 should be read in conjunction with the financial statements for the year ended December 31, 2006 contained in our Form 10-K filed on February 16, 2007.

          Certain prior year amounts have been reclassified to conform to current year presentation.

NOTE 2. Recent Accounting Pronouncements

          Recent Accounting Pronouncements – In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 48 “Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement 109”. FIN 48 establishes a single model to address accounting for uncertain tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement classification, interest and penalties, accounting in interim periods, disclosure and transition. Upon adoption as of January 1, 2007, we reduced our existing reserves for uncertain tax positions by $33 million, largely related to a reduction in state income tax matters, partially offset by a net increase for federal and international tax reserves. This reduction was recorded as a cumulative effect adjustment to shareowners’ equity. Additionally, we decreased a deferred tax asset and its associated valuation allowance by $44 million and increased goodwill by $1 million.

          As of January 1, 2007, we had $744 million of unrecognized tax benefits. If recognized, approximately $575 million would be recorded as a component of income tax expense. In the nine months ended September 30, 2007, the Company increased its unrecognized tax benefits by $31 million due to additional reserves for

6


various international and U.S. tax audit matters, partially offset by a tax benefit from the favorable resolution of an international tax audit. The net increase was recorded as a charge to income tax expense. As of September 30, 2007 we had $775 million of unrecognized tax benefits. If recognized, approximately $603 million would be recorded as a component of income tax expense.

          In many cases our uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. The following table summarizes these open tax years by major jurisdiction as of September 30, 2007:

 

 

 

 

Open Tax Year

Jurisdiction

Examination in
progress

Examination not yet
initiated




United States (1)

1996 - 2005

2006

United Kingdom

1999 - 2005

2006

Canada (1)

1991 - 2004

2005 - 2006

Germany (1)

1998 - 2004

2005 - 2006

France

2000 - 2005

2006

Netherlands

2002, 2004 - 2005

2000 – 2001, 2003, 2006

Australia

N/A

2003 - 2006

China

N/A

1997 - 2006

India

2002 - 2005

2006


 

 

 

 

(1)

includes federal as well as state, 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 the related unrecognized tax benefits for tax positions taken regarding previously filed tax returns, will materially change from those recorded as liabilities for uncertain tax positions 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. Based on the number of tax years currently under audit by the relevant federal, state and foreign tax authorities, the Company anticipates that several of these audits may be finalized in the next twelve months. However, based on the status of these examinations, and the protocol of finalizing audits by the relevant tax authorities, which could include formal legal proceedings, at this time it is not possible to estimate the impact of any amount of such changes, if any, to previously recorded uncertain tax positions.

          Unrecognized tax benefits for the above listed examinations in progress were $502 million and $469 million as of January 1, 2007 and September 30, 2007, respectively. This decrease is primarily due to the settlement of tax examinations during the quarters ended June 30, and September 30, 2007.

          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 $8 million and $26 million for the three and nine months ended September 30, 2007, respectively. Accrued interest and penalties were $98 million and $124 million as of January 1, 2007 and September 30, 2007, respectively.

          In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 48-1 Definition of Settlement in FASB Interpretation No. 48 (FSP FIN 48-1). FSP FIN 48-1 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSP FIN 48-1 is effective retroactively to January 1, 2007. The implementation of this standard did not have a material impact on our consolidated financial position or results of operations.

7


          In September 2006, the FASB issued FASB Staff Position (“FSP”) AUG AIR-1 “Accounting for Planned Major Maintenance Activities” (FSP AUG AIR-1). FSP AUG AIR-1 amends the guidance on the accounting for planned major maintenance activities; specifically it precludes the use of the previously acceptable “accrue in advance’’ method. FSP AUG AIR-1 is effective for fiscal years beginning after December 15, 2006. The implementation of this standard did not have a material impact on our consolidated financial position or results of operations.

          In September 2006, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 establishes a common definition for fair value to be applied to US GAAP requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 157 on our consolidated financial position and results of operations.

          In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on our consolidated financial position and results of operations.

          In March 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-10 “Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements” (EITF 06-10). EITF 06-10 provides guidance for determining a liability for the postretirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. EITF 06-10 is effective for fiscal years beginning after December 15, 2007. The implementation of this standard will not have a material impact on our consolidated financial position and results of operations.

          In June 2007, the FASB ratified EITF 06-11 “Accounting for the Income Tax Benefits of Dividends on Share-Based Payment Awards” (EITF 06-11). EITF 06-11 provides that tax benefits associated with dividends on share-based payment awards be recorded as a component of additional paid-in capital. EITF 06-11 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007. The implementation of this standard will not have a material impact on our consolidated financial position and results of operations.

NOTE 3. Acquisitions

          In July 2007, the Company completed the acquisition of Dimensions International, a defense logistics business, for a purchase price of approximately $230 million. The purchase price for the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The Company has assigned $26 million to identifiable intangible assets, predominantly contractual relationships. These intangible assets are being amortized over their estimated life of 5 years using straight-line and accelerated amortization periods. The excess of the purchase price over the estimated fair values of net assets acquired approximating $174 million, was recorded as goodwill. This goodwill is non-deductible for tax purposes. This acquisition was accounted for by the purchase method, and, accordingly, results of operations are included in the consolidated financial statements from the date of acquisition. The results from the acquisition date through September 30, 2007 are included in the Aerospace segment and were not material to the consolidated financial statements.

8


          In July 2007, the Company completed the acquisition of Enraf Holding B.V., a provider of comprehensive solutions for the control and management of transportation, storage and blending operations in the oil and gas industry, for a purchase price of approximately $264 million, including the assumption of approximately $40 million of debt. The purchase price for the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The Company has assigned $97 million to identifiable intangible assets, predominantly customer relationships, existing technology and trademarks. These intangible assets are being amortized over their estimated lives which range from 7 to 15 years using straight-line and accelerated amortization periods. The excess of the purchase price over the estimated fair values of net assets acquired approximating $124 million, was recorded as goodwill. Goodwill will be deducted over a 15 year period for tax purposes. This acquisition was accounted for by the purchase method, and, accordingly, results of operations are included in the consolidated financial statements from the date of acquisition. The results from the acquisition date through September 30, 2007 are included in the Automation and Control Solutions segment and were not material to the consolidated financial statements.

          As of September 30, 2007, the purchase accounting for these acquisitions are still subject to final adjustment primarily for useful lives and amounts allocated to intangible assets and goodwill based on preliminary valuation studies performed by a third-party valuation firm and for certain pre-acquisition contingencies.

          In October 2007, the Company entered into a definitive agreement to acquire Hand Held Products Inc, an automatic identification and data collection company, which will be integrated into our Automation and Control Solutions segment. Completion of this acquisition is subject to regulatory approval. The purchase price is expected to be approximately $390 million.

9


NOTE 4. Repositioning and Other Charges

          A summary of repositioning and other charges follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Severance

 

$

27

 

$

8

 

$

146

 

$

55

 

Asset impairments

 

 

2

 

 

8

 

 

12

 

 

8

 

Exit costs

 

 

2

 

 

 

 

7

 

 

4

 

Adjustments

 

 

(5

)

 

(1

)

 

(14

)

 

(10

)

 

 



 



 



 



 

Total net repositioning charge

 

 

26

 

 

15

 

 

151

 

 

57

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asbestos related litigation charges, net of insurance

 

 

28

 

 

33

 

 

73

 

 

110

 

 

Probable and reasonably estimable environmental liabilities

 

 

50

 

 

58

 

 

170

 

 

168

 

 

Arbitration award related to phenol supply agreement

 

 

 

 

(17

)

 

 

 

(17

)

Business impairment charges

 

 

 

 

 

 

 

 

9

 

Other

 

 

 

 

16

 

 

14

 

 

23

 

 

 



 



 



 



 

 

Total net repositioning and other charges

 

$

104

 

$

105

 

$

408

 

$

350

 

 

 



 



 



 



 

          The following table summarizes the pretax distribution of total net repositioning and other charges by income statement classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Cost of products and services sold

 

$

101

 

$

105

 

$

374

 

$

350

 

Selling, general and administrative expenses

 

 

3

 

 

 

 

34

 

 

 

 

 



 



 



 



 

 

 

$

104

 

$

105

 

$

408

 

$

350

 

 

 



 



 



 



 

          The following table summarizes the pretax impact of total net repositioning and other charges by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 



 



 



 



 

Aerospace

 

$

5

 

$

 

$

36

 

$

3

 

Automation and Control Solutions

 

 

14

 

 

 

 

92

 

 

19

 

Specialty Materials

 

 

1

 

 

(2

)

 

5

 

 

4

 

Transportation Systems

 

 

33

 

 

34

 

 

88

 

 

100

 

Corporate

 

 

51

 

 

73

 

 

187

 

 

224

 

 

 



 



 



 



 

 

 

$

104

 

$

105

 

$

408

 

$

350

 

 

 



 



 



 



 

          In the third quarter of 2007, we recognized a net repositioning charge of $26 million primarily for severance costs related to workforce reductions of 347 manufacturing and administrative positions associated with the rationalization of manufacturing capacity and infrastructure, principally in our Automation and Control Solutions, Transportation Systems and Aerospace segments.

          In the third quarter of 2006, we recognized a repositioning charge of $16 million consisting of severance costs of $8 million related to workforce reductions of 124 manufacturing and administrative positions and $8 million for the write-down of property, plant and equipment related to exiting a tolling

10


arrangement with a vendor. The total repositioning charge related principally to businesses in our Specialty Materials segment.

          In the first nine months of 2007, we recognized a net repositioning charge of $151 million primarily for severance costs related to workforce reductions of 2,489 manufacturing and administrative positions associated with the rationalization of manufacturing capacity and infrastructure and plant closures, principally in our Automation and Control Solutions and Aerospace segments.

          In the first nine months of 2006, we recognized a net repositioning charge of $57 million primarily for severance costs related to workforce reductions of 1,132 manufacturing and administrative positions in our Automation and Control Solutions, Aerospace and Transportation Systems segments.

          The following table summarizes the status of our total repositioning reserves:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance
Costs

 

Asset
Impairments

 

Exit
Costs

 

Total

 

 

 


 


 


 


 

 

Balance at December 31, 2006

 

$

118

 

$

 

$

9

 

$

127

 

2007 charges

 

 

146

 

 

12

 

 

7

 

 

165

 

2007 usage

 

 

(65

)

 

(12

)

 

(6

)

 

(83

)

Adjustments

 

 

(14

)

 

 

 

 

 

(14

)

 

 



 



 



 



 

 

Balance at September 30, 2007

 

$

185

 

$

 

$

10

 

$

195

 

 

 



 



 



 



 

          In the third quarter of 2007, we recognized a charge of $50 million for environmental liabilities deemed probable and reasonably estimable in the quarter. We also recognized a charge of $28 million, net of probable insurance recoveries, representing an update to our estimated liability for Bendix related asbestos claims as of September 30, 2007. Environmental and Asbestos matters are discussed in detail in Note 15, Commitments and Contingencies.

          In the third quarter of 2006, we recognized a charge of $58 million for environmental liabilities deemed probable and reasonably estimable in the quarter. We recognized a charge of $33 million for Bendix related asbestos claims filed and defense costs incurred during the third quarter of 2006, net of probable insurance recoveries. We recognized a credit of $17 million in connection with an arbitration award for overcharges by a supplier of phenol to our Specialty Materials business for 2005 transactions. We also recognized other charges of $16 million in our Corporate segment primarily for a property damage claim litigation matter in Brunswick, Ga., which was subsequently settled.

          In the first nine months of 2007, we recognized a charge of $170 million for environmental liabilities deemed probable and reasonably estimable in the period. We recognized a charge of $73 million, net of probable insurance recoveries, representing an update to our estimated liability for Bendix related asbestos claims as of September 30, 2007. We also recognized other charges of $14 million for a business sale tax related to a prior divestiture ($8 million) and for a contemplated settlement of a legal matter ($6 million).

          In the first nine months of 2006, we recognized a charge of $168 million for environmental liabilities deemed probable and reasonably estimable in the period. We recognized a charge of $110 million primarily for Bendix related asbestos claims filed and defense costs incurred during the first nine months of 2006, including an update of expected resolution values with respect to claims pending as of June 30, 2006, net of probable insurance recoveries. The asbestos related charge also included the net effect of the settlement of certain NARCO related pending asbestos claims and a Bendix related insurance settlement. We recognized a credit of $17 million in connection with an arbitration award for overcharges by a supplier of phenol to our Specialty Materials business for 2005 transactions. We

11


recognized other charges of $23 million in our Corporate segment primarily for a property damage claim litigation matter in Brunswick, Ga., which was subsequently settled. We also recognized business impairment charges of $9 million primarily related to the write-down of property, plant and equipment held for sale in our Specialty Materials segment.

NOTE 5. Other (income) expense.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Equity (income)/loss of affiliated companies

 

$

(5

)

$

4

 

$

(7

)

$

5

 

Gain on sale of non-strategic businesses and assets

 

 

(6

)

 

 

 

(21

)

 

(19

)

Interest income

 

 

(16

)

 

(37

)

 

(55

)

 

(74

)

Foreign exchange

 

 

7

 

 

7

 

 

19

 

 

11

 

Other (net)

 

 

4

 

 

(1

)

 

17

 

 

8

 

 

 



 



 



 



 

 

 

$

(16

)

$

(27

)

$

(47

)

$

(69

)

 

 



 



 



 



 

12


NOTE 6. Earnings Per Share

          The details of the earnings per share calculations for the three months and nine months ended September 30, 2007 and 2006 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

 


 

 

 

2007

 

2006

 

 

 


 


 

 

 

Basic

 

Assuming
Dilution

 

Basic

 

Assuming
Dilution

 

 

 


 


 


 


 

Income

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

618

 

$

618

 

$

541

 

$

541

 

 

 



 



 



 



 

 

Average shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding

 

 

748.0

 

 

748.0

 

 

817.5

 

 

817.5

 

Dilutive securities issuable in connection with stock plans

 

 

 

 

10.4

 

 

 

 

4.0

 

 

 



 



 



 



 

Total average shares outstanding

 

 

748.0

 

 

758.4

 

 

817.5

 

 

821.5

 

 

 



 



 



 



 

 

Earnings per share of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

0.83

 

$

0.81

 

$

0.66

 

$

0.66

 

 

 



 



 



 



 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 


 

 

 

2007

 

2006

 

 

 


 


 

 

 

Basic

 

Assuming
Dilution

 

Basic

 

Assuming
Dilution

 

 

 


 


 


 


 

Income

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1,755

 

$

1,755

 

$

1,493

 

$

1,493

 

 

Income from discontinued operations, net of taxes

 

 

 

 

 

 

5

 

 

5

 

 

 



 



 



 



 

Net income

 

$

1,755

 

$

1,755

 

$

1,498

 

$

1,498

 

 

 



 



 



 



 

 

Average shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shares outstanding

 

 

770.3

 

 

770.3

 

 

824.1

 

 

824.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dilutive securities issuable in connection with stock plans

 

 

 

 

9.5

 

 

 

 

4.9

 

 

 



 



 



 



 

Total average shares outstanding

 

 

770.3

 

 

779.8

 

 

824.1

 

 

829.0

 

 

 



 



 



 



 

 

Earnings per share of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

2.28

 

$

2.25

 

$

1.81

 

$

1.80

 

Income from discontinued operations, net of taxes

 

 

 

 

 

 

0.01

 

 

0.01

 

 

 



 



 



 



 

Net income

 

$

2.28

 

$

2.25

 

$

1.82

 

$

1.81

 

 

 



 



 



 



 

          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. For the three months ended September 30, 2007 and 2006, the number of stock options excluded from the computations were 5.8 and 26.7 million, respectively. For the nine months ended September 30, 2007 and 2006, the number of stock options excluded from the computations were 9.6 and 23.8 million, respectively. These stock options were outstanding at the end of each of the respective periods.

13


NOTE 7. Accounts, notes and other receivables

 

 

 

 

 

 

 

 

 

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 

 


 


 

 

 

Trade

 

$

6,099

 

$

5,373

 

 

Other

 

 

561

 

 

584

 

 

 

 



 



 

 

 

 

 

6,660

 

 

5,957

 

 

Less - Allowance for doubtful accounts

 

 

(199

)

 

(217

)

 

 

 



 



 

 

 

 

$

6,461

 

$

5,740

 

 

 

 



 



 

NOTE 8. Inventories

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 

 


 


 

 

 

Raw materials

 

$

1,779

 

$

1,625

 

 

Work in process

 

 

869

 

 

808

 

 

Finished products

 

 

1,437

 

 

1,342

 

 

 

 



 



 

 

 

 

 

4,085

 

 

3,775

 

 

Less – Progress payments

 

 

(5

)

 

(17

)

 

         – Reduction to LIFO cost basis

 

 

(161

)

 

(170

)

 

 

 



 



 

 

 

 

$

3,919

 

$

3,588

 

 

 

 



 



 

NOTE 9. Goodwill and Other Intangible Assets - Net

          The change in the carrying amount of goodwill for the nine months ended September 30, 2007 by segment is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dec. 31, 2006

 

Acquisitions

 

Divestitures

 

Currency
Translation
Adjustment

 

Sept. 30, 2007

 

 

 


 


 


 


 


 

 

Aerospace

 

$

1,745

 

$

178

 

$

 

$

6

 

$

1,929

 

Automation and Control Solutions

 

 

4,959

 

 

165

 

 

(1

)

 

28

 

 

5,151

 

Specialty Materials

 

 

1,151

 

 

1

 

 

(6

)

 

6

 

 

1,152

 

Transportation Systems

 

 

548

 

 

 

 

 

 

4

 

 

552

 

 

 



 



 



 



 



 

 

 

$

8,403

 

$

344

 

$

(7

)

$

44

 

$

8,784

 

 

 



 



 



 



 



 

Other intangible assets are comprised of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 


 


 

 

 

Gross
Carrying
Amount

 


Accumulated
Amortization

 

Net
Carrying
Amount

 

Gross
Carrying
Amount

 


Accumulated
Amortization

 

Net
Carrying
Amount

 

 

 


 


 


 


 


 


 

 

Intangible assets with determinable lives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patents and technology

 

$

971

 

$

(480

)

$

491

 

$

923

 

$

(410

)

$

513

 

Customer relationships

 

 

610

 

 

(103

)

 

507

 

 

506

 

 

(68

)

 

438

 

Trademarks

 

 

167

 

 

(31

)

 

136

 

 

130

 

 

(22

)

 

108

 

Other

 

 

350

 

 

(250

)

 

100

 

 

322

 

 

(236

)

 

86

 

 

 



 



 



 



 



 



 

 

 

 

2,098

 

 

(864

)

 

1,234

 

 

1,881

 

 

(736

)

 

1,145

 

 

 



 



 



 



 



 



 

Trademarks with indefinite lives

 

 

102

 

 

 

 

102

 

 

102

 

 

 

 

102

 

 

 



 



 



 



 



 



 

 

 

$

2,200

 

$

(864

)

$

1,336

 

$

1,983

 

$

(736

)

$

1,247

 

 

 



 



 



 



 



 



 

          Amortization expense related to intangible assets for the nine months ended September 30, 2007 and 2006 was $119 and $101 million, respectively.

14


NOTE 10. Long-term Debt and Credit Agreements

 

 

 

 

 

 

 

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 



 



 

 

 

 

 

 

 

 

 

7.0% notes due 2007

 

$

 

$

350

 

7-1/8% notes due 2008

 

 

200

 

 

200

 

6.20% notes due 2008

 

 

200

 

 

200

 

Floating rate notes due 2009

 

 

500

 

 

 

Floating rate notes due 2009

 

 

300

 

 

300

 

Zero coupon bonds and money multiplier notes 13.0%-14.26%, due 2009

 

 

100

 

 

100

 

Floating rate notes due 2009-2011

 

 

231

 

 

239

 

7.50% notes due 2010

 

 

1,000

 

 

1,000

 

6-1/8% notes due 2011

 

 

500

 

 

500

 

5.625% notes due 2012

 

 

400

 

 

 

5.40% notes due 2016

 

 

400

 

 

400

 

5.30% notes due 2017

 

 

400

 

 

 

Industrial development bond obligations, 3.25%-9.50% maturing at various dates through 2037

 

 

64

 

 

65

 

6-5/8% debentures due 2028

 

 

216

 

 

216

 

9.065% debentures due 2033

 

 

51

 

 

51

 

5.70% notes due 2036

 

 

550

 

 

550

 

5.70% notes due 2037

 

 

600

 

 

 

Other (including capitalized leases), 1.9%-13.5% maturing at various dates through 2020

 

 

94

 

 

161

 

 

 



 



 

 

 

 

5,806

 

 

4,332

 

Less current portion

 

 

(415

)

 

(423

)

 

 



 



 

 

 

$

5,391

 

$

3,909

 

 

 



 



 

The schedule of principal payments on long term debt is as follows:

 

 

 

 

 

 

 

At September 30, 2007

 

 

 



 

2007

 

$

6

 

2008

 

 

416

 

2009

 

 

1,011

 

2010

 

 

1,130

 

2011

 

 

527

 

Thereafter

 

 

2,716

 

 

 



 

 

 

 

5,806

 

Less-current portion

 

 

(415

)

 

 



 

 

 

$

5,391

 

 

 



 

          In July 2007, the Company issued $500 million Floating Rate Senior Notes due 2009 and $400 million 5.625% Senior Notes due 2012 (collectively, the “Senior Notes”). The Senior 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 Honeywell’s subordinated debt. The offering resulted in gross proceeds of $900 million, offset by $3 million in discount and issuance costs.

          In May 2007 the Company entered into a $2.8 billion Amended and Restated Five Year Credit Agreement (“Credit Agreement”) with a syndicate of banks. Commitments under the Credit Agreement can be increased pursuant to the terms of the Credit Agreement to an aggregate amount not to exceed $3.5 billion. The Credit Agreement is maintained for general corporate purposes, including support for the issuance of commercial paper, and replaces the previous $2.3 billion five year credit agreement dated April 27, 2006 (“Prior Agreement”). There have been no borrowings under the Credit Agreement. No borrowings were outstanding at any

15


time under the Prior Agreement. The Credit Agreement does not restrict the Company’s ability to pay dividends, nor does it contain financial covenants.

          In March 2007, the Company issued $400 million 5.30% Senior Notes due 2017 and $600 million 5.70% Senior Notes due 2037 (collectively, the “Notes”). The 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 Honeywell’s subordinated debt. The offering resulted in gross proceeds of $1 billion, offset by $12 million in discount and issuance costs.

NOTE 11. Stock-Based Compensation Plans

          Compensation cost related to stock options recognized in operating results (included in selling, general and administrative expenses) under SFAS No. 123R was $13 and $20 million in the three months ended September 30, 2007 and 2006, respectively. Compensation cost related to stock options was $54 and $61 million in the nine months ended September 30, 2007 and 2006, respectively. The associated future income tax benefit recognized was $5 and $7 million in the three months ended September 30, 2007 and 2006, respectively. The associated future income tax benefit recognized was $20 and $22 million in the nine months ended September 30, 2007 and 2006, respectively.

          The following table sets forth fair value per share information, including related weighted-average assumptions, used to determine compensation cost for our stock options consistent with the requirements of SFAS No. 123R.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 






 






 

 

 

2007

 

2006

 

2007

 

2006

 

 

 



 



 



 



 

Weighted average fair value per share of options granted during the period (estimated on grant date using Black-Scholes option-pricing model)

 

$

14.57

 

$

9.28

 

$

10.26

 

$

9.44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected volatility

 

 

24.25

%

 

23.79

%

 

20.17

%

 

22.32

%

Expected annual dividend yield

 

 

1.75

%

 

2.31

%

 

2.09

%

 

2.15

%

Risk free rate of return

 

 

4.57

%

 

5.00

%

 

4.66

%

 

4.63

%

Expected option term (years)

 

 

5.3

 

 

5.0

 

 

5.3

 

 

5.0

 

          The following table summarizes information about stock option activity for the nine months ended September 30, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number
Of
Options

 

Weighted
Average

Exercise
Price

 

Weighted
Average
Remaining
Contractual
Term (years)

 

Aggregate
Intrinsic
Value ($M)

 

 

 


 


 


 


 

 

Outstanding at December 31, 2006

 

 

54,232,677

 

$

39.98

 

 

5.7

 

$

406

 

Granted

 

 

5,950,000

 

 

47.56

 

 

 

 

 

 

 

Exercised

 

 

(13,626,333

)

 

37.32

 

 

 

 

 

 

 

Lapsed or canceled

 

 

(1,737,290

)

 

45.90

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2007

 

 

44,819,054

 

$

41.59

 

 

5.9

 

$

818

 

 

 



 

 

 

 

 

 

 

 

 

 

Vested and expected to vest at September 30, 2007 (1)

 

 

42,331,673

 

$

41.39

 

 

5.9

 

$

782

 

 

 



 

 

 

 

 

 

 

 

 

 

Exercisable at September 30, 2007

 

 

31,548,409

 

$

40.77

 

 

4.8

 

$

606

 

 

 



 

 

 

 

 

 

 

 

 

 


 

 

(1)

The expected to vest options are the result of applying the pre-vesting forfeiture rate assumption to total outstanding options.

          The total intrinsic value of options exercised during the nine months ended September 30, 2007 was $220 million. Intrinsic value is the amount by which the

16


stock price exceeded the exercise price of the options on the date of exercise. During the nine months ended September 30, 2007, the amount of cash received from the exercise of stock options was $508 million with an associated tax benefit realized of $82 million. Consistent with the requirements of SFAS No. 123R, we classified $68 million of this benefit as a financing cash inflow in the Consolidated Statement of Cash Flows, and the balance was classified as cash from operations.

          At September 30, 2007, there was $86 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 2.27 years. The total fair value of options vested during the nine months ended September 30, 2007 was $83 million.

          The following table summarizes information about Restricted Stock Unit (RSU) activity for the nine months ended September 30, 2007:

 

 

 

 

 

 

 

 

 

 

Number of
Restricted
Stock
Units

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

 

 



 



 

 

 

 

 

 

 

 

 

Non-vested at December 31, 2006

 

 

4,751,999

 

$

35.85

 

Granted

 

 

1,962,350

 

 

54.42

 

Vested

 

 

(269,915

)

 

33.82

 

Forfeited

 

 

(382,253

)

 

38.06

 

 

 



 

 

 

 

Non-vested at September 30, 2007

 

 

6,062,181

 

$

41.81

 

 

 



 

 

 

 

          At September 30, 2007, there was approximately $169 million of 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 2.15 years. Compensation expense related to RSUs (included in selling, general and administrative expenses) for the three months ended September 30, 2007 and 2006 was $11 and $9 million, respectively. Compensation expense related to RSUs for the nine months ended September 30, 2007 and 2006 was $41 and $27 million, respectively.

NOTE 12. Other Comprehensive Income/(Loss)

Other comprehensive income/(loss) consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 






 






 

 

 

2007

 

2006

 

2007

 

2006

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

618

 

$

541

 

$

1,755

 

$

1,498

 

Foreign exchange translation adjustments

 

 

153

 

 

91

 

 

219

 

 

146

 

Pension and postretirement benefit adjustments

 

 

(26

)

 

 

 

52

 

 

 

Change in fair value of effective cash flow hedges

 

 

6

 

 

(27

)

 

2

 

 

(16

)

 

 



 



 



 



 

 

 

$

751

 

$

605

 

$

2,028

 

$

1,628

 

 

 



 



 



 



 

17


NOTE 13. Segment Financial Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

3,102

 

$

2,854

 

$

8,969

 

$

8,169

 

Automation and Control Solutions

 

 

3,196

 

 

2,844

 

 

9,036

 

 

7,975

 

Specialty Materials

 

 

1,211

 

 

1,143

 

 

3,626

 

 

3,548

 

Transportation Systems

 

 

1,226

 

 

1,111

 

 

3,683

 

 

3,399

 

Corporate

 

 

 

 

 

 

 

 

 

 

 



 



 



 



 

 

 

$

8,735

 

$

7,952

 

$

25,314

 

$

23,091

 

 

 



 



 



 



 

 

Segment Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

560

 

$

501

 

$

1,583

 

$

1,354

 

Automation and Control Solutions

 

 

373

 

 

330

 

 

980

 

 

838

 

Specialty Materials

 

 

157

 

 

110

 

 

524

 

 

489

 

Transportation Systems

 

 

124

 

 

129

 

 

437

 

 

436

 

Corporate

 

 

(47

)

 

(41

)

 

(144

)

 

(134

)

 

 



 



 



 



 

Total Segment Profit

 

 

1,167

 

 

1,029

 

 

3,380

 

 

2,983

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

16

 

 

27

 

 

47

 

 

69

 

Interest and other financial charges

 

 

(124

)

 

(97

)

 

(331

)

 

(280

)

Stock option expense (A)

 

 

(13

)

 

(20

)

 

(54

)

 

(61

)

Pension and other postretirement expense (A)

 

 

(105

)

 

(100

)

 

(251

)

 

(344

)

Repositioning and other charges (A)

 

 

(104

)

 

(105

)

 

(408

)

 

(350

)

 

 



 



 



 



 

Income from continuing operations before taxes

 

$

837

 

$

734

 

$

2,383

 

$

2,017

 

 

 



 



 



 



 


 

 

(A)

Amounts included in cost of products and services sold and selling, general and administrative expenses in the Consolidated Statement of Operations.

18


NOTE 14. Pension and Other Postretirement Benefits

          Net periodic pension and other postretirement benefits costs for our significant defined benefit plans include the following components:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Pension Benefits

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

61

 

$

57

 

$

198

 

$

197

 

Interest cost

 

 

243

 

 

225

 

 

718

 

 

665

 

Expected return on plan assets

 

 

(339

)

 

(309

)

 

(1,008

)

 

(920

)

Amortization of transition asset

 

 

 

 

(1

)

 

 

 

 

Amortization of prior service cost

 

 

6

 

 

7

 

 

19

 

 

20

 

Recognition of actuarial losses

 

 

61

 

 

96

 

 

157

 

 

257

 

Settlements and curtailments

 

 

35

 

 

 

 

35

 

 

(11

)

 

 



 



 



 



 

 

 

$

67

 

$

75

 

$

119

 

$

208

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Other Postretirement Benefits

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

2

 

$

3

 

$

11

 

$

13

 

Interest cost

 

 

27

 

 

28

 

 

91

 

 

87

 

Expected return on plan assets

 

 

 

 

 

 

 

 

 

Amortization of prior service (credit)

 

 

(6

)

 

(11

)

 

(28

)

 

(30

)

Recognition of actuarial losses

 

 

10

 

 

3

 

 

34

 

 

39

 

 

 



 



 



 



 

 

 

$

33

 

$

23

 

$

108

 

$

109

 

 

 



 



 



 



 

          Settlements and curtailments in both the three and nine month periods ended September 30, 2007 include a charge of $35 million related to a settlement in principle with respect to certain claims in the Allen, et. al. v Honeywell Retirement Earnings Plan pension litigation matter. See Note 15 for further discussion of this matter.

NOTE 15. Commitments and Contingencies

Environmental Matters

          We are subject to various federal, state, local and foreign government requirements relating to the protection of 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 personal injury and that our handling, manufacture, use and disposal of hazardous or toxic 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 toxic 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 to address environmental matters. It is our policy to record appropriate liabilities for environmental matters 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 progress or as additional technical or legal information

19


becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, 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 accruals. 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, personal injury and property damage claims, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. The following table summarizes information concerning our recorded liabilities for environmental costs:

 

 

 

 

 

 

 

 

 

Nine Months Ended
September 30, 2007

 

 

 


 

Beginning of period

 

 

$

831

 

 

Accruals for environmental matters deemed probable and reasonably estimable

 

 

 

172

 

 

Environmental liability payments

 

 

 

(196

)

 

Other adjustments

 

 

 

7

 

 

 

 

 



 

 

End of period

 

 

$

814

 

 

 

 

 



 

 

          Environmental liabilities are included in the following balance sheet accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 


 


 

Accrued liabilities

 

 

$

261

 

 

 

$

251

 

 

Other liabilities

 

 

 

553

 

 

 

 

580

 

 

 

 

 



 

 

 



 

 

 

 

 

$

814

 

 

 

$

831

 

 

 

 

 



 

 

 



 

 

          Although we do not currently possess sufficient information to reasonably estimate the amounts of 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, they could be material to our consolidated results of operations or operating cash flows in the periods recognized or paid. However, considering our past experience and existing reserves, we do not expect that these environmental matters will have a material adverse effect on our consolidated financial position.

          New Jersey Chrome Sites — Provisions have been made in our financial statements for the estimated costs of the court-ordered excavation and transport for offsite disposal of approximately one million tons of chromium residue present at a predecessor Honeywell site located in Jersey City, New Jersey, which are expected to be incurred evenly over a five-year period that started in April 2006. We do not expect implementation of this remedy to have a material adverse effect on our future consolidated results of operations, operating cash flows or financial position. Provision also has been made in our financial statements for the estimated costs of implementing groundwater and sediment remedial plans, which have been proposed for the site and are presently under review by the court in which litigation concerning the site is pending. The ultimate cost of remediating the river sediments may be reduced as numerous third parties could be responsible for an as yet undetermined portion of these costs.

          The above-referenced site is the most significant of the twenty-one sites located in Hudson County, New Jersey which are the subject of an Administrative Consent Order (ACO) entered into with the New Jersey Department of Environmental Protection (NJDEP) in 1993. Remedial investigations and activities consistent with the ACO have been conducted and are underway at the other sites (the “Honeywell ACO Sites”). We have recorded reserves for the Honeywell ACO Sites where appropriate under the accounting policy described above.

20


          On May 3, 2005, NJDEP filed a lawsuit in New Jersey Superior Court against Honeywell and two other companies seeking declaratory and injunctive relief, unspecified damages, and the reimbursement of unspecified total costs relating to sites in New Jersey allegedly contaminated with chrome ore processing residue. The claims against Honeywell relate to the activities of a predecessor company which ceased its New Jersey manufacturing operations in the mid-1950’s. While the complaint is not entirely clear, it appears that approximately 100 sites are at issue, including 17 of the Honeywell ACO Sites, sites that the other two companies have agreed to remediate under separate administrative consent orders, as well as approximately 53 other sites (identified in the complaint as the “Publicly Funded Sites”) for which none of the three companies has signed an administrative consent order. In addition to claims specific to each company, NJDEP claims that all three companies should be collectively liable for all the chrome sites based on a “market share” theory. In addition, NJDEP is seeking treble damages for all costs it has incurred or will incur at the Publicly Funded Sites. Honeywell believes that it has no connection with the sites covered by the other companies’ administrative consent orders and, therefore, has no responsibility for those sites. At the Honeywell ACO Sites, we are conducting remedial investigations and activities consistent with the ACO; thus, we do not believe the lawsuit will significantly change our obligations with respect to the Honeywell ACO Sites. Lawsuits have also been filed against Honeywell in the District Court under the Resource Conservation and Recovery Act (RCRA) by two New Jersey municipal utilities seeking the cleanup of chromium residue at two Honeywell ACO sites and by a citizens’ group against Honeywell and thirteen other defendants with respect to contamination on about a dozen of the Honeywell ACO Sites. Discovery is underway in these cases. For the reasons stated above, we do not believe these lawsuits will significantly change our obligations with respect to the Honeywell ACO sites.

          Although it is not possible at this time to predict the outcome of the litigation and administrative proceedings discussed above, we believe that the allegations are without merit and we intend to vigorously defend against these lawsuits. We do not expect these matters to have a material adverse effect on our consolidated financial position. While we expect to prevail, an adverse litigation outcome could have a material adverse impact on our consolidated results of operations and operating cash flows in the periods recognized or paid.

          Onondaga Lake, Syracuse, NY — A predecessor company to Honeywell operated a chemical plant which is alleged to have contributed mercury and other contaminants to the Lake. In July 2005, the New York State Department of Environmental Conservation (the DEC) issued its Record of Decision with respect to remediation of industrial contamination in the Lake. In October 2006, Honeywell entered into a Consent Decree with the State of New York to implement the remedy set forth in the Record of Decision. In January 2007, the Consent Decree was approved by the United States District Court for the Northern District of New York.

          The Record of Decision calls for a combined dredging/capping remedy generally in line with the approach recommended in the Feasibility Study submitted by Honeywell in May 2004. Based on currently available information and analysis performed by our engineering consultants, we have accrued for our estimated cost of implementing the remedy set forth in the Record of Decision. Our estimating process considers a range of possible outcomes and the amounts recorded reflect our best estimate at this time. Given the scope and complexity of this project, it is possible that actual costs could exceed estimated costs by an amount that could have a material adverse impact on our consolidated results of operations and operating cash flows in the periods recognized or paid. At this time, however, we cannot identify any legal, regulatory or technical reason to conclude that a specific alternative outcome is more probable than the outcome for which we have made provisions in our financial statements. The DEC’s aggregate cost estimate, which is higher than the amount reserved, is based on the high end of the range of potential costs for major elements of the Record of Decision and includes a contingency. The actual cost of the Record of Decision will depend upon, among

21


other things, the resolution of certain technical issues during the design phase of the remediation. We do not believe that this matter will have a material adverse impact on our consolidated financial position. In December 2006, the United States Fish and Wildlife Service published notice of its intent to pursue natural resource damages related to the site. It is not possible to predict the outcome or timing of its assessments, which are typically lengthy processes lasting several years, or the amounts of or responsibility for these damages.

          Dundalk Marine Terminal, Baltimore – Chrome residue from legacy chrome plant operations in Baltimore was deposited as fill at the Dundalk Marine Terminal (“DMT”), which is owned and operated by the Maryland Port Administration (“MPA”). Honeywell and the MPA have been sharing costs to investigate and mitigate related environmental issues, and have entered into a cost sharing agreement under which Honeywell will bear a 77 percent share of the costs of developing and implementing permanent remedies for the DMT facility. The investigative phase (which began in April 2006) is expected to take approximately 18 to 36 months, after which the appropriate remedies will be identified and chosen. We have negotiated a Consent Decree with the MPA and Maryland Department of the Environment (“MDE”) with respect to the investigation and remediation of the DMT facility. The Consent Decree is being challenged in federal court by BUILD, a Baltimore community group, together with a local church and two individuals. In October 2007, the Court dismissed BUILD’s state law claims with prejudice and dismissed BUILD’s RCRA claims regarding neighborhoods near the DMT facility without prejudice. The Court is expected to schedule a hearing in the first quarter of 2008 on the Company’s motion to dismiss BUILD’s remaining claims on the grounds that MDE is diligently prosecuting the investigation and remediation of the DMT. We do not believe that this matter will have a material adverse impact on our consolidated financial position or operating cash flows. Given the scope and complexity of this project, it is possible that the cost of remediation, when determinable, could have a material adverse impact on our results of operations in the periods recognized.

Asbestos Matters

          Like many other industrial companies, Honeywell is a defendant in personal injury actions related to asbestos. We did not mine or produce asbestos, nor did we make or sell insulation products or other construction materials that have been identified as the primary cause of asbestos related disease in the vast majority of claimants. Products containing asbestos previously manufactured by Honeywell or by previously owned subsidiaries primarily fall into two general categories: refractory products and friction products.

          Refractory Products — Honeywell owned North American Refractories Company (NARCO) from 1979 to 1986. NARCO produced refractory products (high temperature bricks and cement) that were sold largely to the steel industry in the East and Midwest. Less than 2 percent of NARCO’s products contained asbestos.

          When we sold the NARCO business in 1986, we agreed to indemnify NARCO with respect to personal injury claims for products that had been discontinued prior to the sale (as defined in the sale agreement). NARCO retained all liability for all other claims. On January 4, 2002, NARCO filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code.

          As a result of the NARCO bankruptcy filing, all of the claims pending against NARCO are automatically stayed pending the reorganization of NARCO. In addition, the bankruptcy court enjoined both the filing and prosecution of NARCO-related asbestos claims against Honeywell. The stay has remained in effect continuously since January 4, 2002. In connection with NARCO’s bankruptcy filing, we paid NARCO’s parent company $40 million and agreed to provide NARCO with up to $20 million in financing. We also agreed to pay $20 million to NARCO’s parent company upon the filing of a plan of reorganization for NARCO acceptable to Honeywell (which amount was paid in December 2005 following the filing of NARCO’s Third Amended Plan of Reorganization), and to pay NARCO’s parent company $40

22


million, and to forgive any outstanding NARCO indebtedness to Honeywell, upon the effective date of the plan of reorganization.

          We believe that, as part of the NARCO plan of reorganization, a trust will be established for the benefit of all asbestos claimants, current and future, pursuant to Trust Distribution Procedures negotiated with the NARCO Asbestos Claimants Committee and the Court-appointed legal representative for future asbestos claimants. If the trust is put in place and approved by the Court as fair and equitable, Honeywell as well as NARCO will be entitled to 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 products to be made against the federally-supervised trust. Honeywell has reached agreement with the representative for future NARCO claimants and the Asbestos Claimants Committee to cap its annual contributions to the trust with respect to future claims at a level that would not have a material impact on Honeywell’s operating cash flows.

          In September 2007, the Bankruptcy Court confirmed the NARCO Plan without modification and approved the 524(g) trust and channeling injunction in favor of NARCO and Honeywell. We expect that one or more of the insurers will appeal. No assurances can be given as to the time frame or outcome of any such appeal. We expect that the stay enjoining litigation against NARCO and Honeywell to remain in effect during the pendency of these proceedings.

          Our consolidated financial statements reflect an estimated liability for settlement of pending and future NARCO-related asbestos claims as of September 30, 2007 and December 31, 2006 of $1.2 and $1.3 billion, respectively. The estimated liability for pending claims is based on terms and conditions, including evidentiary requirements, in definitive agreements with approximately 260,000 current claimants, and an estimate of the unsettled claims pending as of the time NARCO filed for bankruptcy protection. Substantially all settlement payments with respect to current claims are expected to be completed by the end of 2007. Approximately $90 million of payments due pursuant to these settlements is due only upon establishment of the NARCO trust.

          The estimated liability for future claims represents the estimated value of future asbestos related bodily injury claims expected to be asserted against NARCO through 2018 and the aforementioned obligations to NARCO’s parent. In light of the uncertainties inherent in making long-term projections we do not believe that we have a reasonable basis for estimating asbestos claims beyond 2018 under SFAS No. 5, “Accounting for Contingencies”. The estimate is based upon the disease criteria and payment values contained in the NARCO Trust Distribution Procedures negotiated with the NARCO Asbestos Claimants Committee and the NARCO future claimants’ representative. Honeywell projects the probable number and value, including trust claim handling costs, of asbestos related future liabilities based upon experience of asbestos claims filing rates in the tort system and in certain operating asbestos trusts, and the claims experience in those forums (as a result of more clearly defined proof requirements and possible enactment of state medical criteria bills). The valuation methodology also includes an analysis of the population likely to have been exposed to asbestos containing products, epidemiological studies to estimate the number of people likely to develop asbestos related diseases, NARCO claims filing history, the pending inventory of NARCO asbestos related claims and payment rates expected to be established by the NARCO trust. This methodology used to estimate the liability for future claims has been commonly accepted by numerous courts and is the same methodology that is utilized by an expert who is routinely retained by the asbestos claimants committee in asbestos related bankruptcies.

          As of September 30, 2007 and December 31, 2006, our consolidated financial statements reflect an insurance receivable corresponding to the liability for settlement of pending and future NARCO-related asbestos claims of $945 and $955 million, respectively. This coverage reimburses Honeywell for portions of the costs incurred to settle NARCO related claims and court judgments as well as

23


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. At September 30, 2007, a significant portion of this coverage is with insurance companies with whom we have agreements to pay full policy limits based on corresponding Honeywell claims costs. We conduct analyses to determine the amount of insurance that we estimate is probable of recovery in relation to payment of current and estimated future claims. 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. We made judgments concerning insurance coverage that we believe are reasonable and consistent with our historical dealings with our insurers, our knowledge of any pertinent solvency issues surrounding insurers and various judicial determinations relevant to our insurance programs.

          In the second quarter of 2006, Travelers Casualty and Insurance Company (“Travelers”) filed a lawsuit against Honeywell and other insurance carriers in the Supreme Court of New York, County of New York, disputing obligations for NARCO-related asbestos claims under high excess insurance coverage issued by Travelers and other insurance carriers. Approximately $340 million of coverage under these policies is included in our NARCO-related insurance receivable at September 30, 2007. Honeywell believes it is entitled to the coverage at issue and has filed counterclaims in the Superior Court of New Jersey seeking, among other things, declaratory relief with respect to this coverage. In the third quarter of 2007, Honeywell prevailed in the New York action on a critical choice of law issue concerning the appropriate method of allocating NARCO-related asbestos liabilities to triggered policies. The Court’s ruling is subject to appeal. While Honeywell expects to prevail in this matter, an adverse outcome could have a material impact on our results of operations in the period recognized but would not be material to our consolidated financial position or operating cash flows.

          Projecting future events is subject to many uncertainties that could cause the NARCO related asbestos liabilities or assets to be higher or lower than those projected and recorded. There is no assurance that the plan of reorganization will become final, that insurance recoveries will be timely or whether there will be any NARCO related asbestos claims beyond 2018. Given the inherent uncertainty in predicting future events, we review our estimates periodically, and update them based on our experience and other relevant factors. Similarly we will reevaluate our projections concerning our probable insurance recoveries in light of any changes to the projected liability or other developments that may impact insurance recoveries.

          Friction Products — Honeywell’s Bendix friction materials (Bendix) business manufactured automotive brake pads that contained chrysotile asbestos in an encapsulated form. There is a group of existing and potential claimants consisting largely of individuals that allegedly performed brake replacements.

          From 1981 through September 30, 2007, we have resolved approximately 112,000 Bendix related asbestos claims. Trials covering 126 plaintiffs resulted in 125 favorable verdicts and one mistrial. Trials covering nine individuals resulted in adverse verdicts; however, two of these verdicts were reversed on appeal, four are or shortly will be on appeal, and the remaining three claims were settled.

24


          The following tables present information regarding Bendix related asbestos claims activity:

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended
September 30, 2007

 

Year Ended
December 31,

 

 

 


 


 

 

 

 

 

 

 

2006

 

2005

 

 

 

 

 

 

 


 


 

Claims Activity

 

 

 

 

 

 

 

 

 

 

 

Claims Unresolved at the beginning of period

 

 

57,108

 

 

 

79,502

 

 

76,348

 

Claims Filed during the period

 

 

2,151

 

 

 

4,391

 

 

7,520

 

Claims Resolved during the period

 

 

(7,405

)

 

 

(26,785

)

 

(4,366

)(a)

 

 

 


 

 



 



 

Claims Unresolved at the end of period

 

 

51,854

 

 

 

57,108

 

 

79,502

 

 

 

 


 

 



 



 

Disease Distribution of Unresolved Claims

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

 


 

 

 

September 30, 2007

 

2006

 

2005

 

 

 


 



 



 

Mesothelioma and Other Cancer Claims

 

 

5,007

 

 

 

4,843

 

 

4,810

 

Other Claims

 

 

46,847

 

 

 

52,265

 

 

74,692

 

 

 

 


 

 



 



 

Total Claims

 

 

51,854

 

 

 

57,108

 

 

79,502

 

 

 

 


 

 



 



 


 

 

 

 

(a)

Excludes 2,524 claims which were inadvertently included in resolved claims as of December 31, 2005 which had no impact on the recorded values for such claims and has been corrected for purposes of this presentation.

          Approximately 45 percent of the approximately 52,000 pending claims at September 30, 2007 are on the inactive, deferred, or similar dockets established in some jurisdictions for claimants who allege minimal or no impairment. The approximately 52,000 pending claims also include claims filed in jurisdictions such as Texas, Virginia, and Mississippi that historically allowed for consolidated filings. In these jurisdictions, plaintiffs were permitted to file complaints against a pre-determined master list of defendants, regardless of whether they have claims against each individual defendant. Many of these plaintiffs may not actually have claims against Honeywell. Based on state rules and prior experience in these jurisdictions, we anticipate that many of these claims will ultimately be dismissed. During 2006 approximately 16,000 cases were dismissed. More than 85 percent of these dismissals occurred in Mississippi as a result of judicial rulings relating to non-resident filings and venue. We anticipate additional dismissals in this jurisdiction.

          Honeywell has experienced historical average resolution values per claim excluding legal costs as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 


 

 

 

2006

 

2005

 

2004

 

 

 


 


 


 

 

 

(in whole dollars)

 

Malignant claims

 

$

33,000

 

$

58,000

 

$

90,000

 

Nonmalignant claims

 

$

250

 

$

600

 

$

1,600

 

          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 pending and future Bendix related asbestos claims at September 30, 2007 and December 31, 2006 of $541 and $528 million, respectively.

          The estimated liability for future claims represents the estimated value of future asbestos related bodily injury claims expected to be asserted against Bendix over the next five years. In light of the uncertainties inherent in making long-term projections, as well as certain factors unique to friction product asbestos claims, we do not believe that we have a reasonable basis for estimating asbestos claims beyond the next five years under SFAS No. 5, “Accounting for Contingencies”. The estimate is based upon Bendix historical experience in the tort system for the two years ended December 31, 2006 with respect to claims

25


filing and resolution. The methodology used to estimate the liability for future claims has been commonly accepted by numerous courts. It is substantially similar to that used to estimate the future NARCO related asbestos claims liability, with the exception that the valuation methodology for Bendix includes payment rates based on Bendix resolution history, rather than expected trust payment rates.

          Honeywell currently has approximately $1.9 billion of insurance coverage remaining with respect to pending and potential future Bendix related asbestos claims, of which $216 and $302 million are reflected as receivables in our consolidated balance sheet at September 30, 2007 and December 31, 2006, respectively. This coverage 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. Insurance receivables are recorded in the financial statements simultaneous with the recording of the liability for the estimated value of the underlying asbestos claims. The amount of the insurance receivable recorded is based on our ongoing analysis of the insurance that we estimate is probable of recovery. This determination is based on our analysis of the underlying insurance policies, our historical experience with our insurers, our ongoing review of the solvency of our insurers, our interpretation of judicial determinations relevant to our insurance programs, and our consideration of the impacts of any settlements reached with our insurers. Insurance receivables are also recorded when structured insurance settlements provide for future fixed payment streams that are not contingent upon future claims or other events. Such amounts are recorded at the net present value of the fixed payment stream.

          On a cumulative historical basis, Honeywell has recorded insurance receivables equal to approximately 50 percent of the value of the underlying asbestos claims recorded. However, because there are gaps in our coverage due to insurance company insolvencies, certain uninsured periods, and insurance settlements, this rate is expected to decline for any future Bendix related asbestos liabilities that may be recorded. Future recoverability rates may also be impacted by numerous other factors, such as future insurance settlements, insolvencies and judicial determinations relevant to our coverage program, which are difficult to predict. Assuming continued defense and indemnity spending at current levels, we estimate that the cumulative recoverability rate could decline over the next five years to approximately 40 percent.

          Honeywell believes it has sufficient insurance coverage and reserves to cover all pending Bendix related asbestos claims and Bendix related asbestos claims estimated to be filed within the next five years. Although it is impossible to predict the outcome of either pending or future Bendix related asbestos claims, we do not believe that such claims would have a material adverse effect on our consolidated financial position in light of our insurance coverage and our prior experience in resolving such claims. If the rate and types of claims filed, the average resolution value of such claims and the period of time over which claim settlements are paid (collectively, the “Variable Claims Factors”) do not substantially change, Honeywell would not expect future Bendix related asbestos claims to have a material adverse effect on our results of operations or operating cash flows in any fiscal year. No assurances can be given, however, that the Variable Claims Factors will not change.

26


          Refractory and friction products - The following tables summarize information concerning NARCO and Bendix asbestos related balances:

Asbestos Related Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended
September 30, 2007

 

 

 


 

 

 

Bendix

 

NARCO

 

Total

 

 

 


 


 


 

Beginning of period

 

$

528

 

$

1,291

 

$

1,819

 

Accrual for update to estimated liability

 

 

90

 

 

 

 

90

 

Asbestos related liability payments

 

 

(77

)

 

(122

)

 

(199

)

 

 



 



 



 

End of period

 

$

541

 

$

1,169

 

$

1,710

 

 

 



 



 



 

Insurance Recoveries for Asbestos Related Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended
September 30, 2007

 

 

 


 

 

 

Bendix

 

NARCO

 

Total

 

 

 


 


 


 

Beginning of period

 

$

302

 

$

955

 

$

1,257

 

Probable insurance recoveries related to estimated liability

 

 

17

 

 

 

 

17

 

Insurance receipts for asbestos related liabilities

 

 

(101

)

 

(10

)

 

(111

)

Other

 

 

(2

)

 

 

 

(2

)

 

 



 



 



 

End of period

 

$

216

 

$

945

 

$

1,161

 

 

 



 



 



 

          NARCO and Bendix asbestos related balances are included in the following balance sheet accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 


 


 

Other current assets

 

 

$

50

 

 

 

$

157

 

 

Insurance recoveries for asbestos related liabilities

 

 

 

1,111

 

 

 

 

1,100

 

 

 

 

 



 

 

 



 

 

 

 

 

$

1,161

 

 

 

$

1,257

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

$

564

 

 

 

$

557

 

 

Asbestos related liabilities

 

 

 

1,146

 

 

 

 

1,262

 

 

 

 

 



 

 

 



 

 

 

 

 

$

1,710

 

 

 

$

1,819

 

 

 

 

 



 

 

 



 

 

Other Matters

          Baton Rouge, LA — As previously reported, three incidents occurred during 2003 at Honeywell’s Baton Rouge, Louisiana chemical plant, including a release of chlorine, a release of antimony pentachloride (which resulted in an employee fatality), and an employee exposure to hydrofluoric acid. In September 2007, the Company entered a guilty plea to a misdemeanor charge and, pursuant to the plea, will pay $12 million in combined restitution and fines.

          Allen, et. al. v. Honeywell Retirement Earnings Plan – During the third quarter of 2007, we agreed to a settlement in principle with the plaintiffs in this class action lawsuit relating to allegations that, among other things, Honeywell impermissibly reduced the pension benefits of certain employees of the former Garrett Corporation (a predecessor entity by merger) when the plan was amended in 1983 and failed to calculate certain benefits in accordance with the terms of the plan. Under the terms of the settlement in principle, 18 of the 21 claims alleged by plaintiffs would be dismissed with prejudice in exchange for approximately $35 million, and the maximum aggregate liability for the remaining three claims would be capped at $500 million. During the third quarter of 2007, we recorded the $35 million settlement amount as part of pension expense (See Note 14). Any amounts payable, including the settlement amount, will be paid from the Company’s pension plan. The definitive settlement agreement will be subject to approval by the U.S. District Court for the District of Arizona. We continue to expect to prevail on the remaining claims in light of applicable law and our substantial affirmative defenses, which have not yet been considered by the Court. Accordingly, we do not believe that a liability is probable of occurrence and reasonably estimable with respect to these three claims and we have not recorded a provision for the

27


remaining claims in our financial statements. Although we expect to prevail on all three of the remaining claims, an adverse ruling on one or more of these claims could have a material adverse effect on our results of operations in the period recognized. We do not believe that an adverse outcome in this matter would have a material adverse effect on our operating cash flows or consolidated financial position.

          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, and 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 probable 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.

          Given the uncertainty inherent in litigation, we do not believe it is possible to develop estimates of the range of reasonably possible loss in excess of current accruals for these matters. 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.

28


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareowners
of Honeywell International Inc.:

We have reviewed the accompanying consolidated balance sheet of Honeywell International Inc. and its subsidiaries as of September 30, 2007, and the related consolidated statement of operations for each of the three-month and nine-month periods ended September 30, 2007 and 2006 and the consolidated statement of cash flows for the nine-month periods ended September 30, 2007 and 2006. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2006, and the related consolidated statements of operations, of shareowners’ equity, and of cash flows for the year then ended, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006; and in our report dated February 15, 2007 we expressed unqualified opinions thereon. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting referred to above are not presented herein. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2006, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

 

PricewaterhouseCoopers LLP

 

Florham Park, New Jersey

October 19, 2007

 


The “Report of Independent Registered Public Accounting Firm” included above is not a “report” or “part of a Registration Statement” prepared or certified by an independent accountant within the meanings of Sections 7 and 11 of the Securities Act of 1933, and the accountants’ Section 11 liability does not extend to such report.

29


 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

 

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

 

(Dollars in millions, except per share amounts)

The following MD&A is intended to help the reader understand the results of operations and financial condition of Honeywell International Inc. (“Honeywell”) for the third quarter and nine months ended September 30, 2007. The financial information as of September 30, 2007 should be read in conjunction with the financial statements for the year ended December 31, 2006 contained in our Form 10-K filed on February 16, 2007.

 

 

A.

RESULTS OF OPERATIONS – THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2007

 

COMPARED WITH THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Net sales

 

$

8,735

 

$

7,952

 

$

25,314

 

$

23,091

 

% change compared with prior period

 

 

10

%

 

 

 

 

10

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          The increase in net sales in the third quarter and nine months of 2007 compared with the third quarter and nine months of 2006 is attributable to the following:

 

 

 

 

 

 

 

 

 

 

Three Months

 

Nine Months

 

 

 


 


 

Price

 

1

%

 

1

%

 

Volume

 

6

 

 

6

 

 

Foreign Exchange

 

2

 

 

2

 

 

Acquisitions/Divestitures

 

1

 

 

1

 

 

 

 


 

 


 

 

 

 

10

%

 

10

%

 

 

 


 

 


 

 

          A discussion of net sales by segment can be found in the Review of Business Segments section of this MD&A.

Cost of Products and Services Sold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Cost of products and services sold

 

$

6,646

 

$

6,111

 

$

19,287

 

$

17,738

 

Gross Margin percentage

 

 

23.9

%

 

23.2

%

 

23.8

%

 

23.2

%

          Gross margin percentage increased by 0.7 percentage points in the third quarter of 2007 compared with the third quarter of 2006 due primarily to higher margins in our Aerospace and Specialty Materials segments.

          Gross margin percentage increased by 0.6 percentage points in the first nine months of 2007 compared with the first nine months of 2006 due primarily to higher margins in our Aerospace segment and lower pension and other postretirement expense in our Corporate segment, partially offset by higher repositioning charges.

          For further discussion of segment results see “Review of Business Segments”.

30


Selling, General and Administrative Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Selling, general and administrative expenses

 

$

1,144

 

$

1,037

 

$

3,360

 

$

3,125

 

Percent of sales

 

 

13.1

%

 

13.0

%

 

13.3

%

 

13.5

%

                    Selling, general and administrative expenses as a percentage of sales increased by 0.1 percentage points in the third quarter of 2007 compared with the third quarter of 2006 primarily due to higher general and administrative costs in our Corporate segment (primarily compensation, benefit and other employee related costs), partially offset by productivity savings in our Aerospace segment.

                    Selling, general and administrative expenses as a percentage of sales decreased by 0.2 percentage points in the first nine months of 2007 compared with the first nine months of 2006. This decline is primarily due to productivity savings in our Aerospace, Automation and Control Solutions and Specialty Materials segments and lower pension and other postretirement expense in our Corporate segment, partially offset by higher repositioning charges.

Pension and Other Postretirement Benefits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Pension and other postretirement benefits (OPEB) expense included in cost of products and services sold and selling, general and administrative expenses

 

$

105

 

$

100

 

$

251

 

$

344

 

          Pension and OPEB expense increased by $5 million in the third quarter of 2007 compared with the third quarter of 2006, primarily due to an expense of $35 million related to a settlement in principle with respect to certain claims in the Allen, et. al. v. Honeywell Retirement Earnings Plan pension litigation matter (the “Allen Settlement”). See Note 15 in Notes to Financial Statements for further discussion of this matter. This increase was partially offset by a decrease of $30 million in our on-going pension and OPEB expense.

          Pension and OPEB expense decreased by $93 million in the first nine months of 2007 compared with the first nine months of 2006, primarily due to a decrease of $128 million in our on-going pension and OPEB expense, partially offset by the $35 million impact of the Allen Settlement.

          The decreases to our on-going pension and OPEB expense in both of these periods were driven by lower pension expense primarily due to a decrease in the amortization of net losses in our U.S. plans resulting from an increase in the discount rate at December 31, 2006 and actual plan asset returns higher than the expected rate of return in 2004 and 2006.

31


Other (Income) Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Equity (income)/loss of affiliated companies

 

$

(5

)

$

4

 

$

(7

)

$

5

 

Gain on sale of non-strategic businesses and assets

 

 

(6

)

 

 

 

(21

)

 

(19

)

Interest income

 

 

(16

)

 

(37

)

 

(55

)

 

(74

)

Foreign exchange

 

 

7

 

 

7

 

 

19

 

 

11

 

Other (net)

 

 

4

 

 

(1

)

 

17

 

 

8

 

 

 



 



 



 



 

 

 

$

(16

)

$

(27

)

$

(47

)

$

(69

)

 

 



 



 



 



 

          Other income decreased by $11 million in the third quarter of 2007 compared with the third quarter of 2006 and by $22 million in the first nine months of 2007 compared with the first nine months of 2006. These decreases are primarily the result of lower interest income (due to interest received on a favorable tax settlement in the third quarter of 2006, partially offset by an increase in equity income (primarily in our Specialty Materials segment).

Interest and Other Financial Charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Interest and other financial charges

 

$

124

 

$

97

 

$

331

 

$

280

 

% change compared with prior period

 

 

28

%

 

 

 

 

18

%

 

 

 

          Interest and other financial charges increased in both the third quarter and first nine months of 2007 compared with the same periods in the prior year, due principally to higher debt balances and higher borrowing costs.

Tax Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Tax expense

 

$

219

 

$

193

 

$

628

 

$

524

 

Effective tax rate

 

 

26.2

%

 

26.3

%

 

26.4

%

 

26.0

%

          The effective tax rate in the third quarter of 2007 decreased by 0.1 percentage points compared with the third quarter of 2006, primarily due to an increase in the amount of tax benefits derived from the domestic manufacturing deduction partially offset by increased tax expense due to changes in enacted tax rates in Germany and the United Kingdom.

          The effective tax rate for the first nine months of 2007 increased by 0.4 percentage points compared with the first nine months of 2006, primarily due to the favorable resolution of certain tax audits during the first nine months of 2006 and increased tax expense due to changes in enacted tax rates in Germany and the United Kingdom, partially offset by an increase in the amount of tax benefits derived from the domestic manufacturing deduction.

32



          The effective tax rate was lower than the statutory rate of 35 percent due in part to an increase in foreign earnings, the benefits from the domestic manufacturing deduction and the utilization of tax credits.

Income from Continuing Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Income from continuing operations

 

$

618

 

$

541

 

$

1,755

 

$

1,493

 

Earnings per share of common stock – assuming dilution

 

$

0.81

 

$

0.66

 

$

2.25

 

$

1.80

 

          Earnings per share of common stock – assuming dilution increased by $0.15 per share in the third quarter of 2007 compared with the third quarter of primarily due to increased segment profit and a reduction in the number of shares outstanding due to the Company’s stock repurchase program, partially offset by higher interest expense.

          Earnings per share of common stock – assuming dilution increased by $0.45 per share in the first nine months of 2007 compared with the first nine months of 2006 primarily due to increased segment profit, lower pension and other postretirement expense and a reduction in the number of shares outstanding due to the Company’s stock repurchase program, partially offset by higher income tax expense, interest expense and repositioning and other charges.

Income from Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Income from discontinued operations

 

$

 

$

 

$

 

$

5

 

Earnings per share of common stock – assuming dilution

 

$

 

$

 

$

 

$

0.01

 

          Income from discontinued operations of $5 million, or $0.01 per share, in the first nine months of 2006 relates to the operating results of Indalex, sold in February 2006.

33



Review of Business Segments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

3,102

 

$

2,854

 

$

8,969

 

$

8,169

 

Automation and Control Solutions

 

 

3,196

 

 

2,844

 

 

9,036

 

 

7,975

 

Specialty Materials

 

 

1,211

 

 

1,143

 

 

3,626

 

 

3,548

 

Transportation Systems

 

 

1,226

 

 

1,111

 

 

3,683

 

 

3,399

 

Corporate

 

 

 

 

 

 

 

 

 

 

 



 



 



 



 

 

 

$

8,735

 

$

7,952

 

$

25,314

 

$

23,091

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace

 

$

560

 

$

501

 

$

1,583

 

$

1,354

 

Automation and Control Solutions

 

 

373

 

 

330

 

 

980

 

 

838

 

Specialty Materials

 

 

157

 

 

110

 

 

524

 

 

489

 

Transportation Systems

 

 

124

 

 

129

 

 

437

 

 

436

 

Corporate

 

 

(47

)

 

(41

)

 

(144

)

 

(134

)

 

 



 



 



 



 

Total Segment Profit

 

 

1,167

 

 

1,029

 

 

3,380

 

 

2,983

 

 

 



 



 



 



 

Other income (expense)

 

 

16

 

 

27

 

 

47

 

 

69

 

Interest and other financial charges

 

 

(124

)

 

(97

)

 

(331

)

 

(280

)

Stock option expense (A)

 

 

(13

)

 

(20

)

 

(54

)

 

(61

)

Pension and other postretirement expense (A)

 

 

(105

)

 

(100

)

 

(251

)

 

(344

)

Repositioning and other charges (A)

 

 

(104

)

 

(105

)

 

(408

)

 

(350

)

 

 



 



 



 



 

Income from continuing operations before taxes

 

$

837

 

$

734

 

$

2,383

 

$

2,017

 

 

 



 



 



 



 


 

 

(A)

Amounts included in cost of products and services sold and selling, general and administrative expenses in the Consolidated Statement of Operations.

34


Aerospace

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Net sales

 

$

3,102

 

$

2,854

 

$

8,969

 

$

8,169

 

% change compared with prior period

 

 

9

%

 

 

 

 

10

%

 

 

 

Segment profit

 

$

560

 

$

501

 

$

1,583

 

$

1,354

 

% change compared with prior period

 

 

12

%

 

 

 

 

17

%

 

 

 

          Aerospace sales by major customer end-markets for the third quarter and nine months ended September 30, 2007 and 2006 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

% of
Aerospace
Sales

 

% Changes
in Sales

 

% of
Aerospace
Sales

 

% Changes
in Sales

 

 

 


 


 


 


 

Customer End-Markets

 

2007

 

2006

 

2007
Versus
2006

 

2007

 

2006

 

2007
Versus
2006

 


 


 


 


 


 


 


 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Air transport and regional original equipment

 

 

15

%

 

16

%

9

%

 

 

16

%

 

16

%

13

%

 

Air transport and regional aftermarket

 

 

23

 

 

23

 

6

 

 

 

22

 

 

22

 

8

 

 

Business and general aviation original equipment

 

 

11

 

 

11

 

6

 

 

 

11

 

 

12

 

11

 

 

Business and general aviation aftermarket

 

 

10

 

 

10

 

22

 

 

 

10

 

 

10

 

16

 

 

Defense and Space

 

 

41

 

 

40

 

8

 

 

 

41

 

 

40

 

8

 

 

 

 



 



 

 

 

 



 



 

 

 

 

 

Total

 

 

100

%

 

100

%

9

%

 

 

100

%

 

100

%

10

%

 

 

 



 



 

 

 

 



 



 

 

 

 

          Aerospace sales increased by 9 percent in the third quarter of 2007 compared with the third quarter of 2006 and by 10 percent in the first nine months of 2007 compared with the first nine months of 2006. Details regarding the increase in sales by customer end-markets are as follows:

 

 

 

 

Air transport and regional original equipment (OE) sales increased by 9 percent in the third quarter and 13 percent in the first nine months primarily driven by increased deliveries to our air transport customers due to higher aircraft production rates.

 

 

 

 

Air transport and regional aftermarket sales increased by 6 percent in the third quarter and 8 percent in the first nine months primarily as a result of increased sales volume and price of spare parts and maintenance activity relating to approximately 7 percent and 6 percent increases in global flying hours in the third quarter and first nine months of 2007, respectively.

 

 

 

 

Business and general aviation OE sales increased by 6 percent in the third quarter and 11 percent in the first nine months due primarily to an increase in new business jet deliveries due to continued strong demand in the business jet end-market.

 

 

 

 

Business and general aviation aftermarket sales increased by 22 percent in the third quarter and 16 percent in the first nine months due to increased revenue under maintenance service agreements, higher engine utilization and higher sales of spare parts.

 

 

 

 

Defense and space sales increased by 8 percent in the third quarter and the first nine months, including the positive impact of the acquisition

35


 

 

 

 

 

of Dimensions International (4 percent in the third quarter and 2 percent in the first nine months), higher sales of surface systems and an increase in space sales, including engineering activity relating to the Orion (CEV) program.

          Aerospace segment profit increased by 12 percent in the third quarter of 2007 compared with the third quarter of 2006 and by 17 percent in the first nine months of 2007 compared with the first nine months of 2006 due primarily to sales volume growth, increased prices, productivity and a one-time reimbursement of certain research and development costs (in the first quarter of 2007), partially offset by inflation.

Automation and Control Solutions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Net sales

 

$

3,196

 

$

2,844

 

$

9,036

 

$

7,975

 

% change compared with prior period

 

 

12

%

 

 

 

 

13

%

 

 

 

Segment profit

 

$

373

 

$

330

 

$

980

 

$

838

 

% change compared with prior period

 

 

13

%

 

 

 

 

17

%

 

 

 

          Automation and Control Solutions (“ACS”) sales increased by 12 percent in the third quarter of 2007 compared with the third quarter of 2006, including 4 percent favorable impact of foreign exchange and net growth from acquisitions and divestitures of 1 percent. This increase was driven by growth in all regions, most significantly in Asia.

 

 

 

 

Sales in our products businesses grew by 9 percent, primarily due to increased sales volume of our security, fire systems, gas detection and environmental control products and the favorable impact of foreign exchange.

 

 

 

 

Sales in our solutions businesses increased by 19 percent driven by growth in energy retrofit and refining services projects as well as the favorable impact of foreign exchange.

          ACS sales increased by 13 percent in the first nine months of 2007 compared with the first nine months of 2006, including 3 percent favorable impact of foreign exchange and net growth from acquisitions and divestitures of 2 percent. This increase was driven by growth in all regions, most significantly in Asia.

 

 

 

 

Sales in our products businesses grew by 11 percent, including a 3 percent positive net impact from acquisitions and divestitures, primarily due to increased sales of our security, fire systems, gas detection, and environmental control products, as well as the favorable impact of foreign exchange.

 

 

 

 

Sales in our solutions businesses increased by 16 percent, driven by growth in energy retrofit and refining services projects, continued growth in orders and conversion to sales from our order backlog, as well as the favorable impact of foreign exchange.

          ACS segment profit increased by 13 percent in the third quarter of 2007 compared with the third quarter of 2006 and increased by 17 percent in the first nine months of 2007 compared with the first nine months of 2006. These increases are due principally to increased sales volume and productivity savings, partially offset by inflation and a change in mix resulting from stronger sales in our solutions businesses that historically have lower margins than our products businesses.

36


Specialty Materials

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Net sales

 

$

1,211

 

$

1,143

 

$

3,626

 

$

3,548

 

% change compared with prior period

 

 

6

%

 

 

 

 

2

%

 

 

 

Segment profit

 

$

157

 

$

110

 

$

524

 

$

489

 

% change compared with prior period

 

 

43

%

 

 

 

 

7

%

 

 

 

          Specialty Materials sales increased by 6 percent in the third quarter of 2007 compared with the third quarter of 2006 primarily due to a 28 percent increase in UOP sales as a result of increased volume in both our products business (primarily catalysts) and projects business, partially offset by a 15 decrease in Fluorine Products sales primarily due to lower refrigerant and insulating material sales as a result of continued weakness in the U.S. housing market.

          Sales in our Specialty Products business increased by 6 percent in the third quarter of 2007 compared with the third quarter of 2006, primarily due to increased sales of our advanced fiber body armor, films and specialty chemicals. This increase was substantially offset by a 6 percent decrease in sales of our Resins and Chemicals business, primarily due to planned plant maintenance and the impact of divested businesses, partially offset by pricing increases.

          Specialty Materials sales increased by 2 percent for the first nine months of 2007 compared with the first nine months of 2006.

 

 

 

 

UOP sales increased by 12 percent due to strong performance in our projects business, primarily driven by equipment sales and royalty revenue.

 

 

 

 

Specialty Products sales increased by 3 percent primarily due to increased sales of our specialty additives, films and specialty chemicals.

 

 

 

 

Fluorine Products sales decreased by 9 percent primarily due to lower refrigerant and insulating material sales as a result of continued weakness in the U.S. housing market.

 

 

 

 

Sales in Resins and Chemicals decreased by 4 percent primarily due to lower sales volume as a result of temporary production issues and planned plant maintenance, partially offset by price increases (primarily formula price agreements).

          Specialty Materials segment profit increased by 43 percent in the third quarter of 2007 compared with the third quarter of 2006 and by 7 percent in the first nine months of 2007 compared with the first nine months of 2006. These increases are due principally to increased UOP and Specialty Products sales as a result of the factors discussed above. Additionally, the effects of increased pricing and productivity gains more than offset raw material and other inflation costs.

37


Transportation Systems

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Net sales

 

$

1,226

 

$

1,111

 

$

3,683

 

$

3,399

 

% change compared with prior period

 

 

10

%

 

 

 

 

8

%

 

 

 

Segment profit

 

$

124

 

$

129

 

$

437

 

$

436

 

% change compared with prior period

 

 

(4%

)

 

 

 

 

0

%

 

 

 

          Transportation Systems sales increased by 10 percent in the third quarter of 2007 compared with the third quarter of 2006, primarily due to increased sales in our Turbo business and the favorable impact of foreign exchange.

 

 

 

 

Turbo sales increased by 15 percent primarily due to continued strong sales to European light vehicle manufacturers and the favorable impact of foreign exchange, partially offset by lower sales to commercial engine manufacturers.

 

 

 

 

Consumer Products Group (“CPG”) sales increased by 4 percent primarily due to the favorable impact of foreign exchange and higher prices (primarily to pass through ethylene glycol cost increases) partially offset by lower sales of automotive aftermarket products.

          Transportation Systems sales increased by 8 percent in the first nine months of 2007 compared with the first nine months of 2006, primarily due to the favorable impact of foreign exchange and to increased sales in our Turbo business and Consumer Products Group.

 

 

 

 

Turbo sales increased by 11 percent primarily due to the favorable impact of foreign exchange and strong sales to European light vehicle manufacturers, offset by lower sales to commercial engine manufacturers.

 

 

 

 

CPG sales increased by 5 percent primarily due to the favorable impact of foreign exchange, higher prices (primarily to pass through ethylene glycol cost increases) and volume growth.

          Transportation Systems segment profit decreased by 4 percent in the third quarter of 2007 compared with the third quarter of 2006 due to the impact of inflation (primarily relating to nickel components), investments in product development to support new Turbo platforms, costs associated with CPG product introductions, and CPG operational planning and production issues. These factors were partially offset by increased productivity, increased prices and lower warranty expense.

          Transportation Systems segment profit was flat in the first nine months of 2007 compared with the first nine months of 2006. Increased productivity, increased prices and lower warranty expense were offset by the impact of inflation (primarily relating to nickel components), investments in product development to support new Turbo platforms, costs associated with CPG product introductions, and CPG operational planning and production issues.

38


Repositioning and Other Charges

                    A summary of repositioning and other charges follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Severance

 

$

27

 

$

8

 

$

146

 

$

55

 

Asset impairments

 

 

2

 

 

8

 

 

12

 

 

8

 

Exit costs

 

 

2

 

 

 

 

7

 

 

4

 

Adjustments

 

 

(5

)

 

(1

)

 

(14

)

 

(10

)

 

 



 



 



 



 

Total net repositioning charge

 

 

26

 

 

15

 

 

151

 

 

57

 

 

 



 



 



 



 

 

Asbestos related litigation charges, net of insurance

 

 

28

 

 

33

 

 

73

 

 

110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Probable and reasonably estimable environmental liabilities

 

 

50

 

 

58

 

 

170

 

 

168

 

 

Arbitration award related to phenol supply agreement

 

 

 

 

(17

)

 

 

 

(17

)

Business impairment charges

 

 

 

 

 

 

 

 

9

 

Other

 

 

 

 

16

 

 

14

 

 

23

 

 

 



 



 



 



 

 

Total net repositioning and other charges

 

$

104

 

$

105

 

$

408

 

$

350

 

 

 



 



 



 



 

          The following table summarizes the pretax distribution of total net repositioning and other charges by income statement classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Cost of products and services sold

 

$

101

 

$

105

 

$

374

 

$

350

 

Selling, general and administrative expenses

 

 

3

 

 

 

 

34

 

 

 

 

 



 



 



 



 

 

 

$

104

 

$

105

 

$

408

 

$

350

 

 

 



 



 



 



 

          The following table summarizes the pretax impact of total net repositioning and other charges by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

Aerospace

 

$

5

 

$

 

$

36

 

$

3

 

Automation and Control Solutions

 

 

14

 

 

 

 

92

 

 

19

 

Specialty Materials

 

 

1

 

 

(2

)

 

5

 

 

4

 

Transportation Systems

 

 

33

 

 

34

 

 

88

 

 

100

 

Corporate

 

 

51

 

 

73

 

 

187

 

 

224

 

 

 



 



 



 



 

 

 

$

104

 

$

105

 

$

408

 

$

350

 

 

 



 



 



 



 

          In the third quarter of 2007, we recognized a net repositioning charge of $26 million primarily for severance costs related to workforce reductions of 347 manufacturing and administrative positions associated with the rationalization of manufacturing capacity and infrastructure, principally in our Automation and Control Solutions, Transportation Systems and Aerospace segments.

          In the third quarter of 2006, we recognized a repositioning charge of $16 million consisting of severance costs of $8 million related to workforce

39


reductions of 124 manufacturing and administrative positions and $8 million for the write-down of property, plant and equipment related to exiting a tolling arrangement with a vendor. The total repositioning charge related principally to businesses in our Specialty Materials segment.

          In the first nine months of 2007, we recognized a net repositioning charge of $151 million primarily for severance costs related to workforce reductions of 2,489 manufacturing and administrative positions associated with the rationalization of manufacturing capacity and infrastructure and plant closures, principally in our Automation and Control Solutions and Aerospace segments.

          In the first nine months of 2006, we recognized a net repositioning charge of $57 million primarily for severance costs related to workforce reductions of 1,132 manufacturing and administrative positions in our Automation and Control Solutions, Aerospace and Transportation Systems segments.

          Our repositioning actions are expected to generate incremental pretax savings of approximately $90 million in 2007 compared with 2006 principally from planned workforce reductions. Cash expenditures for severance and other exit costs necessary to execute these actions were $71 million in the first nine months of 2007 and were funded through operating cash flows. Cash expenditures for severance and other costs necessary to execute the remaining actions will approximate $100 million in 2007 and will be funded through operating cash flows.

          In the third quarter of 2007, we recognized a charge of $50 million for environmental liabilities deemed probable and reasonably estimable in the quarter. We also recognized a charge of $28 million, net of probable insurance recoveries, representing an update to our estimated liability for Bendix related asbestos claims as of September 30, 2007. Asbestos matters are discussed in detail in Note 15 of Notes to Financial Statements.

          In the third quarter of 2006, we recognized a charge of $58 million for environmental liabilities deemed probable and reasonably estimable in the quarter. We recognized a charge of $33 million for Bendix related asbestos claims filed and defense costs incurred during the third quarter of 2006, net of probable insurance recoveries. We recognized a credit of $17 million in connection with an arbitration award for overcharges by a supplier of phenol to our Specialty Materials business for 2005 transactions. We also recognized other charges of $16 million in our Corporate segment primarily for a property damage claim litigation matter in Brunswick, Ga., which was subsequently settled.

          In the first nine months of 2007, we recognized a charge of $170 million for environmental liabilities deemed probable and reasonably estimable in the period. We recognized a charge of $73 million, net of probable insurance recoveries, representing an update to our estimated liability for Bendix related asbestos claims as of September 30, 2007. We also recognized other charges of $14 million for a business sale tax related to a prior divestiture ($8 million) and for a contemplated settlement of a legal matter ($6 million).

          In the first nine months of 2006, we recognized a charge of $168 million for environmental liabilities deemed probable and reasonably estimable in the period. We recognized a charge of $110 million primarily for Bendix related asbestos claims filed and defense costs incurred during the first nine months of 2006, including an update of expected resolution values with respect to claims pending as of June 30, 2006, net of probable insurance recoveries. The asbestos related charge also included the net effect of the settlement of certain NARCO related pending asbestos claims and a Bendix related insurance settlement. We recognized a credit of $17 million in connection with an arbitration award for overcharges by a supplier of phenol to our Specialty Materials business for 2005 transactions. We recognized other charges of $23 million in our Corporate segment primarily for a property damage claim litigation matter in Brunswick, Ga., which was subsequently

40


settled. We also recognized business impairment charges of $9 million primarily related to the write-down of property, plant and equipment held for sale in our Specialty Materials segment.

 

 

B.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Summary

          Our cash flows from operating, investing and financing activities, as reflected in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2007 and 2006, are summarized as follows:

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

 

 


 


 

Cash provided by (used for):

 

 

 

 

 

 

 

Operating activities

 

$

2,471

 

$

1,970

 

 

 

 

 

 

 

 

 

Investing activities

 

 

(905

)

 

(432

)

 

 

 

 

 

 

 

 

Financing activities

 

 

(1,045

)

 

(1,380

)

Effect of exchange rate changes on cash

 

 

42

 

 

23

 

 

 



 



 

Net increase in cash and cash equivalents

 

$

563

 

$

181

 

 

 



 



 

          Cash provided by operating activities increased by $501 million during the first nine months of 2007 compared with the first nine months of 2006 primarily due to increased earnings, increased accrued expenses of $343 million (primarily accrued income taxes, compensation, benefit and other employee related accruals) and lower cash tax payments of $125 million, partially offset by lower deferred income tax expense of $254 million and an increase in working capital of $202 million (higher accounts receivable and inventory consistent with higher sales partially offset by an increase in accounts payable). In addition, there were receipts from the sales of insurance receivables of $97 and $100 million in the second quarter of 2007 and the first quarter of 2006, respectively.

          Cash used for investing activities increased by $473 million during the first nine months of 2007 compared with the first nine months of 2006 due primarily to lower proceeds from sales of businesses of $528 million, partially offset by a $57 million decrease in cash paid for acquisitions.

          Cash used for financing activities decreased by $335 million during the first nine months of 2007 compared with the first nine months of 2006 primarily due to an increase in net proceeds from debt (including commercial paper) of $2,505 million, a $306 million reduction in the payment of debt assumed with acquisitions and an increase in proceeds from issuance of common stock primarily related to stock option exercises of $239 million, partially offset by an increase in the repurchases of common stock of $2,763 million.

Liquidity

          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 as well as the ability to sell trade accounts receivables. We continue to balance our cash and financing uses through investment in our existing core businesses, acquisition activity, share repurchases and dividends.

41


          In July 2007, the Company issued $500 million Floating Rate Senior Notes due 2009 and $400 million 5.625% Senior Notes due 2012 (collectively, the “Senior Notes”). The Senior 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 Honeywell’s subordinated debt. The offering resulted in gross proceeds of $900 million, offset by $3 million in discount and issuance costs. Proceeds from the senior notes were used to repay commercial paper.

          In May 2007 the Company entered into a $2.8 billion Amended and Restated Five Year Credit Agreement (“Credit Agreement”) with a syndicate of banks. Commitments under the Credit Agreement can be increased pursuant to the terms of the Credit Agreement to an aggregate amount not to exceed $3.5 billion. The Credit Agreement is maintained for general corporate purposes, including support for the issuance of commercial paper, and replaces the previous $2.3 billion five year credit agreement dated April 27, 2006 (“Prior Agreement”). There have been no borrowings under the Credit Agreement. No borrowings were outstanding at any time under the Prior Agreement. The Credit Agreement does not restrict the Company’s ability to pay dividends, nor does it contain financial covenants.

          In March 2007, the Company issued $400 million 5.30% Senior Notes due 2017 and $600 million 5.70% Senior Notes due 2037 (collectively, the “Notes”). The 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 Honeywell’s subordinated debt. The offering resulted in gross proceeds of $1 billion, offset by $12 million in discount and issuance costs. Proceeds from the notes were used to repay commercial paper and debt.

          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 identify business units that will most benefit from increased investment. We identify acquisition candidates that will further our strategic plan and strengthen our existing core businesses. We also identify business units that do not fit into our long-term strategic plan based on their market position, relative profitability or growth potential. These business units are considered for potential divestiture, restructuring or other repositioning actions subject to regulatory constraints.

          In July 2007, the Company completed the acquisition of Dimensions International, a defense logistics business, for a purchase price of approximately $230 million. This acquisition was funded using commercial paper.

          In July 2007, the Company completed the acquisition of Enraf Holding B.V a provider of comprehensive solutions for the control and management of transportation, storage and blending operations in the oil and gas industry. This acquisition was funded using available cash.

          In October 2007, the Company entered into a definitive agreement to acquire Hand Held Products Inc, an automatic identification and data collection company, which will be integrated into our Automation and Control Solutions segment. Completion of this acquisition is subject to regulatory approval. The purchase price is expected to be approximately $390 million which we anticipate funding using available cash.

42


C. OTHER MATTERS

Litigation

          We are subject to a number of lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. See a discussion of environmental, asbestos and other litigation matters in Note 15 of Notes to Financial Statements.

Critical Accounting Policies

          The financial information as of September 30, 2007 should be read in conjunction with the financial statements for the year ended December 31, 2006 contained in our Form 10-K filed on February 16, 2007.

          For a discussion of the Company’s critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K filed on February 16, 2007.

Recent Accounting Pronouncements

          See Note 2 of Notes to Financial Statements for a discussion of recent accounting pronouncements, including discussion of the impact of adopting “FIN 48: Uncertain Tax Positions” on January 1, 2007.

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          See our 2006 Annual Report on Form 10-K (Item 7A). As of September 30, 2007, there has been no material change in this information.

 

 

ITEM 4.

CONTROLS AND PROCEDURES

          Honeywell management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on From 10-Q in alerting them on a timely basis to material information relating to Honeywell required to be included in Honeywell’s periodic filings under the Exchange Act. 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 period covered by this Quarterly Report on Form 10-Q.

PART II. OTHER INFORMATION

 

 

ITEM 1.

LEGAL PROCEEDINGS

          General Legal Matters

          We are subject to a number of lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. See a discussion of environmental, asbestos and other litigation matters in Note 15 of Notes to Financial Statements.

43


          Environmental Matters Involving Potential Monetary Sanctions in Excess of $100,000

          The State of Illinois brought a claim against Honeywell for penalties and past costs relating to releases of chlorinated solvents at a facility owned by a third party. The State claimed that a predecessor company to Honeywell delivered solvents to the third party from 1969 until 1992; that spills occurred during those deliveries; and that Honeywell should pay a share of the penalties and state response costs connected with those spills. This matter has been resolved without fine or penalty. Honeywell has agreed to pay a share of the State’s past remediation expense, the amount of which is not material.

          Although we cannot predict the outcome of the matters described below, we believe that sufficient provisions have been made in our financial statements for these matters. We do not believe that the matters described below will have a material adverse effect on our consolidated financial position, results of operations or operating cash flows.

          Baton Rouge, LA — As previously reported, three incidents occurred during 2003 at Honeywell’s Baton Rouge, Louisiana chemical plant, including a release of chlorine, a release of antimony pentachloride (which resulted in an employee fatality), and an employee exposure to hydrofluoric acid. See Note 15 of Notes to Financial Statements for a discussion of the fines paid in connection with a matter related to these incidents. We are also engaged in discussions with the Louisiana Department of Environmental Quality (LADEQ) to resolve alleged civil environmental violations at our Baton Rouge and Geismar, Louisiana facilities that relate, in part, to these incidents.

          Honeywell is a defendant in a lawsuit filed by the Arizona Attorney General’s office on behalf of the Arizona Department of Environmental Quality (ADEQ). The complaint alleges failure to make required disclosures, as well as unrelated environmental violations. ADEQ’s most significant allegations have been dismissed with prejudice over the course of the proceedings. The state has voluntarily dismissed its remaining claims without prejudice pending consideration of an appeal of its previously dismissed claims.

          In February 2007, ADEQ demanded penalties for alleged violations by Honeywell of the state’s underground storage tank regulations at the aircraft engines plant in Phoenix, Arizona. ADEQ subsequently added claims relating to other alleged environmental violations at the aircraft engines plant and has made a demand to resolve all alleged violations which we are evaluating. Negotiations regarding the penalty are ongoing.

          Honeywell received Notices of Violation from the Maricopa County Air Quality Department in July 2006 with respect to various air permitting compliance matters at one of its facilities located in Phoenix, Arizona. Honeywell believes it has taken appropriate corrective and preventive actions to address the concerns raised by the County.

44



 

 

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

          The following table summarizes Honeywell’s purchases of its common stock, par value $1 per share, for the three months ended September 30, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Purchases of Equity Securities

 

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

 

Period

 

Total
Number of
Shares
Purchased

 

Average
Price Paid
per Share

 

Total Number
of Shares
Purchased as

Part of Publicly
Announced Plans
or Programs

 

Approximate Dollar
Value of Shares that
May Yet be Purchased
Under Plans or
Programs
(Dollars in millions)

 

 


 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 2007

 

 

500,000

 

$

61.10

 

 

500,000

 

$

3,192

 

 

August 2007

 

 

4,500,000

 

$

58.98

 

 

4,500,000

 

$

2,926

 

 

September 2007

 

 

 

$

 

 

 

$

2,926

 

          Honeywell intends to repurchase outstanding shares from time to time in the open market primarily using cash flow generated by operations. The amount and timing of repurchases may vary depending on market conditions and the level of other investing activity, but is presently expected to be to the extent necessary to maintain an essentially flat share count for the balance of 2007.

 

 

ITEM 6.

EXHIBITS


 

 

 

 

(a)

Exhibits. See the Exhibit Index on page 47 of this Quarterly Report on Form 10-Q.

45


SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

Honeywell International Inc.

 

 

Date: October 19, 2007

By:

/s/ Talia M. Griep

 

 


 

 

Talia M. Griep

 

 

Vice President and Controller

 

 

(on behalf of the Registrant

 

 

and as the Registrant’s

 

 

Principal Accounting Officer)

46


EXHIBIT INDEX

 

 

 

 

Exhibit Number

 

Description


 


 

2

 

Omitted (Inapplicable)

 

 

 

 

 

3

 

Omitted (Inapplicable)

 

 

 

 

 

4

 

Omitted (Inapplicable)

 

 

 

 

 

10.1*

 

Letter Agreement dated July 20, 2007 between Honeywell and Roger Fradin (filed herewith)

 

 

 

 

 

11

 

Computation of Per Share Earnings (1)

 

 

 

 

 

12

 

Computation of Ratio of Earnings to Fixed Charges (filed herewith)

 

 

 

 

 

15

 

Independent Accountants’ Acknowledgment Letter as to the incorporation of their report relating to unaudited interim financial statements (filed herewith)

 

 

 

 

 

18

 

Omitted (Inapplicable)

 

 

 

 

 

19

 

Omitted (Inapplicable)

 

 

 

 

 

22

 

Omitted (Inapplicable)

 

 

 

 

 

23

 

Omitted (Inapplicable)

 

 

 

 

 

24

 

Omitted (Inapplicable)

 

 

 

 

 

31.1

 

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

 

 

 

 

 

31.2

 

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

 

 

 

 

 

32.1

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

 

 

 

 

 

32.2

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

 

 

 

 

 

99

 

Omitted (Inapplicable)



The Exhibits identified above with an asterisk(*) are management contracts or compensatory plans or arrangements.

 

 

(1)

Data required by Statement of Financial Accounting Standards No. 128, “Earnings per Share”, is provided in Note 6 to the consolidated financial statements in this report.

47