Honeywell 2005 Annual Report Download

Download and view the complete annual report

Please find the complete 2005 Honeywell annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 286

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217
  • 218
  • 219
  • 220
  • 221
  • 222
  • 223
  • 224
  • 225
  • 226
  • 227
  • 228
  • 229
  • 230
  • 231
  • 232
  • 233
  • 234
  • 235
  • 236
  • 237
  • 238
  • 239
  • 240
  • 241
  • 242
  • 243
  • 244
  • 245
  • 246
  • 247
  • 248
  • 249
  • 250
  • 251
  • 252
  • 253
  • 254
  • 255
  • 256
  • 257
  • 258
  • 259
  • 260
  • 261
  • 262
  • 263
  • 264
  • 265
  • 266
  • 267
  • 268
  • 269
  • 270
  • 271
  • 272
  • 273
  • 274
  • 275
  • 276
  • 277
  • 278
  • 279
  • 280
  • 281
  • 282
  • 283
  • 284
  • 285
  • 286

HONEYWELL INTERNATIONAL INC (HON)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 03/01/2006
Filed Period 12/31/2005

Table of contents

  • Page 1
    HONEYWELL INTERNATIONAL INC (HON) 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/01/2006 Filed Period 12/31/2005

  • Page 2
    ... of incorporation or organization) 101 Columbia Road Morris Township, New Jersey (I.R.S. Employer Identification No.) 07962 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (973)455-2000 Securities registered pursuant to Section 12(b) of...

  • Page 3
    ...The aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $31.3 billion at June 30, 2005. There were 830,611,498 shares of Common Stock outstanding at January 31, 2006. Documents Incorporated by Reference Part III: Proxy Statement for Annual Meeting of...

  • Page 4
    ... Data 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9A. Controls and Procedures 9B. Other Information 10. Directors and Executive Officers of the Registrant 11. Executive Compensation 12. Security Ownership of Certain Beneficial Owners and Management and...

  • Page 5
    ... International Inc. (Honeywell) is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services, control, sensing and security technologies for buildings, homes and industry, turbochargers, automotive products, specialty chemicals, electronic...

  • Page 6
    Auxiliary power units (APUs) Airborne auxiliary power units Jet fuel starters Commercial, regional, business and military aircraft Ground power United Technologies Secondary power systems Ground power units Repair, overhaul and spare parts 1

  • Page 7
    ...& control Power conditioning Repair, overhaul and spare parts Commercial, regional, business and military aircraft Goodrich Safran Smiths United Technologies Engine systems and accessories Electronic and hydromechanical fuel controls Engine start systems Electronic engine controls Sensors Valves...

  • Page 8
    ...Government aviation BAE Boeing/Jeppesen Garmin Goodrich Kaiser Flight data and cockpit voice recorders L3 Weather radar Lockheed Martin Communication, navigation and surveillance systems: Navigation & communication radios Air-to-ground telephones Global positioning systems Automatic flight control...

  • Page 9
    ...and exterior aircraft lighting Visual docking guidance systems Airports Commercial, regional, business, helicopter and military aviation aircraft (operators, OEMs, parts distributors and MRO service providers) General contractors (building and tower manufacturers), cell phone companies Bruce Hella...

  • Page 10
    Control products Radar altimeters Pressure products Air data products Thermal switches Magnetic sensors Military aircraft Missiles, UAVs Commercial applications Ball Brothers BAE Druck Goodrich NavCom Northrop Grumman Rosemount Solarton Space products and subsystems Guidance subsystems Control ...

  • Page 11
    ... quality products including zoning, air cleaners, humidification, heat and energy recovery ventilators Controls plus integrated electronic systems for burners, boilers and furnaces Consumer household products including humidifiers and thermostats Electrical devices and switches Package and materials...

  • Page 12
    ... Analytical instrumentation Recorders Controllers Critical environment control solutions and services Aftermarket maintenance, repair and upgrade Refining and petrochemical companies Chemical manufacturers Oil and gas producers Food and beverage processors Pharmaceutical companies Utilities Film...

  • Page 13
    ... Invensys Johnson Controls Local contractors and utilities Schneider Siemens Trane United Technologies Building information services Utilities Large global corporations Public school systems Universities Local governments Public housing agencies Specialty Materials Resins & Chemicals Nylon polymer...

  • Page 14
    Fluorine specialties Sulfur hexafluoride (SF6) Iodine pentafluoride (IF5) Antimony pentafluoride (SbF5) Electric utilities Magnesium gear manufacturers Air Products Asahi Glass Atofina Solvay-Solexis Nuclear services UF6conversion services Nuclear fuel Electric utilities British Nuclear Fuels...

  • Page 15
    ... PVC pipe, siding & profiles Plastics Reflective coatings Safety & security applications Semiconductors BASF Clariant Eastman Electronic chemicals Ultra high-purity HF Inorganic acids Hi-purity solvents Air Products Arch E. Merck Semiconductor materials and services Interconnect-dielectrics...

  • Page 16
    ...Valeo Aluminum radiators Aftermarket distributors and dealers Aluminum cooling modules Aftermarket filters, spark plugs, electronic components and car care products Oil, air, fuel, transmission and coolant filters PCV valves Auto supply retailers Spark plugs Specialty installers Wire and cable Mass...

  • Page 17
    Brake hard parts and other friction materials Disc brake pads and shoes Drum brake linings Automotive and heavy vehicle OEMs, OES, brake manufacturers and aftermarket channels Mass merchandisers Akebono Dana Delphi Brake blocks Installers Disc and drum brake components Brake hydraulic components...

  • Page 18
    .... In addition, our sales to commercial aftermarket customers of aerospace products and services were 15, 16 and 15 percent of our total sales in 2005, 2004 and 2003, respectively. Our Aerospace results of operations can be impacted by various industry and economic conditions. See "Item 1A...

  • Page 19
    ... of services accounted for 53 percent of total 2005 net sales of Automation and Control Solutions. The principal manufacturing facilities outside the U.S. are in Europe and Mexico, with less significant operations in Asia and Canada. Approximately 13 percent of total 2005 net sales of Specialty...

  • Page 20
    ...,000 employees at December 31, 2005, of which approximately 58,000 were located in the United States. Item 1A. Risk Factors Cautionary Statement about Forward-Looking Statements We have described many of the trends and other factors that drive our business and future results in "Item 7. Management...

  • Page 21
    ... demand for air travel and our Aerospace aftermarket sales and margins. The operating results of our Automation and Control Solutions (ACS) segment, which generated 34 percent of our consolidated revenues in 2005, are impacted by the level of global residential and commercial construction (including...

  • Page 22
    ... resources from other potential investments in our businesses, and they may not lead to the development of new technologies or products on a timely basis or that meet the needs of our customers as fully as competitive offerings. In addition, the markets for our products may not develop or grow as we...

  • Page 23
    ... impact our access to the public debt and equity markets. A change in the level of U.S. Government defense and space funding or the mix of programs to which such funding is allocated could adversely impact sales of Aerospace's defense and space-related product and services. Sales of our defense and...

  • Page 24
    ...number of lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and divestitures, employee benefits plans...

  • Page 25
    ... leased) Clearwater, FL (leased) Phoenix, AZ San Diego, CA Northford, CT Freeport, IL Mobile, AL Baton Rouge, LA Mexicali, Mexico Aerospace South Bend, IN Olathe, KS Minneapolis, MN Plymouth, MN Rocky Mount, NC Teterboro, NJ Automation and Control Solutions Golden Valley, MN Murfreesboro, TN (leased...

  • Page 26
    ... 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. Honeywell has been served with several civil lawsuits regarding these incidents...

  • Page 27
    ... Executive Officer of Security and Fire Solutions from February 2000 to May 2002. President of The Security Group of The Pittway Corporation from September 1995 to April 2002. President and Chief Executive Officer Aerospace since January 2005. President and Chief Executive Officer Transportation...

  • Page 28
    ... of employee stock based compensation plans, including future options exercises, restricted unit vesting and matching contributions under our savings plans, including, in response to market conditions, some or all of anticipated 2006 dilution. Honeywell purchased a total of 30,553,300 shares of...

  • Page 29
    ... per share. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations BUSINESS OVERVIEW This Business Overview provides a summary of Honeywell's four reportable operating segments (Aerospace, Automation and Control Solutions, Specialty Materials and Transportation...

  • Page 30
    ...airport lighting, management and technical services, advanced systems and instruments and aircraft wheels and brakes. Aerospace sells its products to original equipment (OE) manufacturers in the commercial air transport and business and regional aircraft segments, and provides spare parts and repair...

  • Page 31
    ... and commercial construction (including retrofits and upgrades), industrial production, capital spending on process and building automation, European economic conditions, material price inflation, and fire, security, health care and safety concerns and regulations. Areas of Focus-ACS' primary...

  • Page 32
    (Prestone®), filters (Fram®), spark plugs (Autolite®), and cleaners, waxes and additives (Holts®); and brake hard parts and other friction materials (Bendix® and Jurid®). Transportation Systems sells its products to OE automotive and truck manufacturers (e.g., BMW, Caterpillar, Daimler-...

  • Page 33
    ...rate of return Actual 10 year average annual compounded rate of return 5.875% 9% 8% 10% 6.00% 9% 13% 11% 6.75% 9% 23% 10% The reduction in the discount rate in both 2005 and 2004 reflects the lower market interest rate environment for high-quality fixed income debt instruments. The discount rate...

  • Page 34
    ... an impairment review are as follows: • significant under-performance (i.e., declines in sales, earnings or cash flows) of a business or product line in relation to expectations; • annual operating plans or five-year strategic plans that indicate an unfavorable trend in operating performance of...

  • Page 35
    ...-term contracts in our Automation and Control Solutions and Aerospace reportable segments. These long-term contracts are measured on the cost-to-cost basis for engineering-type contracts and the units-of-delivery basis for production-type contracts. Accounting for these contracts involves management...

  • Page 36
    ...installation on commercial aircraft results in the creation of future revenues and cash flows through aftermarket sales to fulfill longterm product maintenance requirements mandated by the Federal Aviation Administration (FAA) and other similar international organizations over the useful life of the...

  • Page 37
    ... 0.1 percentage points due primarily to higher sales. 2005 2004 2003 (Dollars in millions) Pension expense Other postretirement benefits expense Total pension and other postretirement benefits expense included in costs of products and services sold and selling, general and administrative expenses...

  • Page 38
    ...on the sale of our Performance Fibers business. The dispositions of these businesses did not materially impact net sales and segment profit in 2004 compared with 2003. Asbestos Related Litigation Charges, Net of Insurance 2005 2004 (Dollars in millions) 2003 Asbestos related litigation charges, net...

  • Page 39
    ... of our Friction Materials business, and environmental, litigation, net repositioning and other charges, the effective tax rate in 2005, 2004 and 2003 was 26.5 percent. This rate was lower than the statutory rate in those years due in part to benefits from export sales, foreign taxes and favorable...

  • Page 40
    ... of Business Segments 2005 2004 (Dollars in millions) 2003 Net Sales Aerospace Automation and Control Solutions Specialty Materials Transportation Systems Corporate $ 10,497 9,416 3,234 4,505 1 27,653 $ 9,748 8,031 3,497 4,323 2 25,601 $ 8,813 7,464 3,169 3,650 7 23,103 $ Segment Profit...

  • Page 41
    (1) Amounts included in cost of products and services sold and selling, general and administrative expenses. 29

  • Page 42
    ...11% Details of the changes in sales for both 2005 and 2004 by customer end-markets were as follows: • Air transport aftermarket sales improved in 2005 due primarily to a 7 percent increase in global flying hours partially offset by a decrease in the level of FAA-mandated safety avionics equipment...

  • Page 43
    ... production rates and delivery schedules in the air transport, business and general aviation end-markets. • The impact of global economic conditions on utilization of business jet and general aviation aircraft. Automation and Control Solutions 2005 2004 (Dollars in millions) 2003 Net sales...

  • Page 44
    ... and commercial construction (including retrofits and upgrades) and capital spending on building and process automation. • The level of industrial plant capacity expansion. Specialty Materials 2005 2004 (Dollars in millions) 2003 Net sales % change compared with prior year Segment profit % change...

  • Page 45
    ... of higher prices and productivity actions. Transportation Systems segment profit in 2004 increased by 25 percent compared with 2003 due primarily to the effect of favorable sales mix and volume growth in our Honeywell Turbo Technologies business partially offset by higher raw material costs (mostly...

  • Page 46
    ..., Specialty Materials and Automation and Control Solutions reportable segments were returned to income in 2005. The reversal of severance liabilities relates to changes in the scope of previously announced severance programs, excise taxes relating to executive severance amounts previously paid which...

  • Page 47

  • Page 48
    ... and Life Sciences business and the write-down of property, plant and equipment held for sale in our Resins and Chemicals business, both in our Specialty Materials reportable segment. We also recognized other charges of $18 million principally related to the modification of a lease agreement for...

  • Page 49
    ... charge Business impairment charges Arbitration award related to phenol supply agreement Other $ 14 23 (67) (4) $ 36 42 - 12 $ 90 $ 16 - - 4 $ 20 $ (34) Transportation Systems 2005 2004 (Dollars in millions) 2003 Net repositioning charge Asbestos related litigation charges, net of insurance...

  • Page 50
    ... by $189 million during 2005 compared with 2004 due primarily to increased cash earnings and improvements in working capital (receivables, inventories and accounts payable) of $270 million partially offset by an increase in asbestos liability payments, net of insurance receipts, of $139 million...

  • Page 51
    ... and Control Solutions reportable segment and an investment of $115 million in auction rate securities. Cash used for financing activities increased by $1,493 million during 2005 compared with 2004 due primarily to an increase in debt repayments of $1,120 million related to an increase in scheduled...

  • Page 52
    ...market using cash generated from operations. • Dividends-we expect to pay approximately $750 million in dividends on our common stock in 2006 reflecting the 10 percent increase in the dividend rate announced by Honeywell's Board of Directors in December 2005. • Asbestos claims-we expect our cash...

  • Page 53
    ... million in cash proceeds from sales of non-strategic businesses. Based on past performance and current expectations, we believe that our operating cash flows will be sufficient to meet our future cash needs. Our available cash, committed credit lines, access to the public debt and equity markets as...

  • Page 54

  • Page 55
    ...pension and OPEB plans. Off-Balance Sheet Arrangements Following is a summary of our off-balance sheet arrangements: Guarantees-We have issued or are a party to the following direct and indirect guarantees at December 31, 2005: Maximum Potential Future Payments (Dollars in millions) Operating lease...

  • Page 56
    ... operating cash flow. The timing of cash expenditures depends on a number of factors, including 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...

  • Page 57
    ...In Fair Value Carrying Value(1) Fair Value(1) (Dollars in millions) December 31, 2005 Interest Rate Sensitive Instruments Long-term debt (including current maturities) Interest rate swap agreements Foreign Exchange Rate Sensitive Instruments Foreign currency exchange contracts(2) Commodity Price...

  • Page 58

  • Page 59
    ... Highly competitive market conditions have minimized inflation's impact on the selling prices of our products and the costs of our purchased materials. Except for the costs of certain raw materials in our Specialty Materials and Transportation Systems reportable segments (See Review of Business...

  • Page 60
    ... and other Cost of products sold Cost of services sold Selling, general and administrative expenses (Gain) loss on sale of non-strategic businesses Asbestos related litigation charges, net of insurance Business impairment charges Equity in (income) loss of affiliated companies Other (income) expense...

  • Page 61
    ...for disposal Total current assets Investments and long-term receivables Property, plant and equipment-net Goodwill Other intangible assets-net Insurance recoveries for asbestos related liabilities Deferred income taxes Prepaid pension benefit cost Other assets Total assets LIABILITIES $ 1,234 5,017...

  • Page 62

  • Page 63
    ... for property, plant and equipment Proceeds from disposals of property, plant and equipment Decrease in investments (Increase) in investments Cash paid for acquisitions, net of cash acquired Proceeds from sales of businesses Net cash (used for) investing activities Cash Flows from Financing...

  • Page 64
    The Notes to Financial Statements are an integral part of this statement. 46

  • Page 65
    ... pension liability adjustment Change in fair value of effective cash flow hedges Nonowner changes in shareowners' equity Common stock issued for employee savings and option plans (including related tax benefits of $19) Repurchases of common stock Cash dividends on common stock ($0.75 per share...

  • Page 66
    47

  • Page 67
    ... Honeywell International Inc. is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services, control, sensing and security technologies for buildings, homes and industry, turbochargers, automotive products, specialty chemicals, electronic...

  • Page 68
    ... units for installation on commercial aircraft results in the creation of future revenues and cash flows through aftermarket sales to fulfill long-term product maintenance requirements mandated by the Federal Aviation Administration (FAA) and other similar international organizations over the useful...

  • Page 69
    ... and controls for sales incentives. As a result of this change, Honeywell will apply this new accounting policy retrospectively to the Company's previously issued financial statements as if it had been applicable during those historical periods. When adopted in the first quarter of 2006, the new...

  • Page 70
    HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) because the options granted under these plans have an exercise price equal to the market value of the underlying stock at the grant date. Statement of Financial Accounting ...

  • Page 71

  • Page 72
    ...items impact earnings. Changes in the fair value of derivatives not designated as hedges and the ineffective portion of cash flow hedges are recorded in current earnings. Transfers of Financial Instruments-Sales, transfers and securitization of financial instruments are accounted for under Statement...

  • Page 73
    HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) retirement of facilities in our Automation and Control Solutions and Specialty Materials reportable segments. Upon adoption on December 31, 2005, we recorded an increase in ...

  • Page 74
    ... instruments, business forms and providing other check-related services for financial institutions, credit unions and their customers and members throughout the United States. In December 2005, we completed the sale of the Security Printing business to M&F Worldwide Corp. for $800 million in cash...

  • Page 75
    ... business acquired as part of the Novar transaction described above which is classified as held for sale in our December 31, 2005 Consolidated Balance Sheet. Accounts and other receivables Inventories Other current assets Investments and long-term receivables Property, plant and equipment Goodwill...

  • Page 76
    ... acquistion date which corresponded to the value agreed upon in the asset purchase agreement for this transaction. Specialty Materials' Engineering Plastics business and BASF's nylon fiber business both had annual sales of approximately $400 million. In connection with all acquisitions in 2005, 2004...

  • Page 77
    ... millions, except per share amounts) The following table summarizes the pretax impact of total net repositioning and other charges by reportable segment. Years Ended December 31, 2005 2004 2003 Aerospace Automation and Control Solutions Specialty Materials Transportation Systems Corporate $ 96 85...

  • Page 78
    ... and Life Sciences business and the write-down of property, plant and equipment held for sale in our Resins and Chemicals business, both in our Specialty Materials reportable segment. We also recognized other charges of $18 million principally related to the modification of a lease agreement for...

  • Page 79
    ...materially impact net sales and segment profit in 2003 compared with 2002. The after-tax loss on the sale of our Specialty Materials' businesses resulted mainly from tax benefits associated with prior capital losses. (1) Consists of post closing adjustments related to businesses sold in prior years...

  • Page 80
    59

  • Page 81
    ... weighted average interest rate on short-term borrowings and commercial paper outstanding at December 31, 2005 and 2004 was 4.48 and 2.81 percent, respectively. Note 7-Income Taxes Income from continuing operations before taxes Years Ended December 31, 2005 2004 2003 United States Foreign $1,557...

  • Page 82

  • Page 83
    ... tax rate (1) Asset basis differences Nondeductible amortization State income taxes (1) Tax benefits on export sales ESOP dividend tax benefit Tax credits Equity income Repatriation expense related to American Jobs Creation Act of 2004 Redesignation of Friction Materials business from held for sale...

  • Page 84
    ... future income tax benefits and payables are as follows: Property, plant and equipment basis differences Postretirement benefits other than pensions and postemployment benefits Investment and other asset basis differences Other accrued items Net operating and capital losses Tax credits Undistributed...

  • Page 85
    ...discontinued operations, net of taxes Cumulative effect of accounting change, net of taxes Net income Average shares Average shares outstanding Dilutive securities issuable in connection with stock plans Total average shares Earnings (loss) per share of common stock Income from continuing operations...

  • Page 86
    ...(500) (500) $ 751 $ 560 Losses on sales of receivables were $18, $9 and $7 million in 2005, 2004 and 2003, respectively. No credit losses were incurred during those years. Note 10-Inventories December 31, 2005 2004 Raw materials Work in process Finished products $1,438 695 1,427 3,560 $1,153 779...

  • Page 87
    Inventories valued at LIFO amounted to $258 and $108 million at December 31, 2005 and 2004, respectively. Had such LIFO inventories been valued at current costs, their carrying values would have been approximately $145 and $130 million higher at December 31, 2005 and 2004, respectively. 64

  • Page 88
    ... of goodwill for the years ended December 31, 2005 and 2004 by reportable segment are as follows: December 31, 2004 Currency Translation Adjustment December 31, 2005 Acquisitions Divestitures Aerospace Automation and Control Solutions Specialty Materials Transportation Systems $ 1,721 2,954 779...

  • Page 89
    65

  • Page 90
    ... for each of the five succeeding years approximates $140 million. Note 14-Accrued Liabilities December 31, 2005 2004 Compensation and benefit costs Customer advances and deferred income Income taxes Environmental costs Asbestos related liabilities Product warranties and performance guarantees Other...

  • Page 91
    ... Five-Year Credit Agreement with a $200 million letter of credit sub-limit. The credit agreements are maintained for general corporate purposes, including support for the issuance of commercial paper. We had no borrowings outstanding under either agreement at December 31, 2005. We have issued $175...

  • Page 92

  • Page 93
    ... letter of credit issuance fee in both Five-Year Credit Agreements, are subject to change, based upon a grid determined by our long-term debt ratings. Neither credit agreement is subject to termination based upon a decrease in our debt ratings or a material adverse change. A new 364-Day 240 million...

  • Page 94
    ...due to our diverse customer base, a significant portion of our customers are in the commercial air transport industry (aircraft manufacturers and airlines) accounting for approximately 13 percent of our consolidated sales in 2005. The terms and conditions of our credit sales are designed to mitigate...

  • Page 95
    ... rate debt. Our interest rate swaps mature through 2007. Fair Value of Financial Instruments-The carrying value of cash and cash equivalents, trade accounts and notes receivables, payables, commercial paper and short-term borrowings contained in the Consolidated Balance Sheet approximates fair value...

  • Page 96
    ...and employees. Fixed Stock Options-The exercise price, term and other conditions applicable to each option granted under the stock plans are generally determined by the Management Development and Compensation Committee of the Board. The options are granted at a price equal to our stock's fair market...

  • Page 97

  • Page 98
    ... grants under the terms of our stock option plans at December 31, 2005. Restricted Stock Units-Restricted stock unit (RSU) awards entitle the holder to receive one share of common stock for each unit when the units vest. RSU's are issued to certain key employees as compensation and as incentives...

  • Page 99
    ... granted. Each new director receives a one-time grant of 3,000 shares of common stock, subject to specific restrictions. The Directors' Plan also provides for an annual grant to each director of options to purchase 5,000 shares of common stock at the fair market value on the date of grant. Options...

  • Page 100
    ... operating cash flow. The timing of cash expenditures depends on a number of factors, including 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...

  • Page 101
    ... Interfaith Community Organization (ICO), et al. v. Honeywell International Inc., et al., that a predecessor Honeywell site located in Jersey City, New Jersey constituted an imminent and substantial endangerment and ordered Honeywell to conduct the excavation and transport for offsite disposal of...

  • Page 102
    ... 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...

  • Page 103
    ...-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...

  • Page 104
    ... 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...

  • Page 105
    ... asbestos claims of which $377 and $336 million are reflected as receivables in our consolidated balance sheet at December 31, 2005 and 2004, respectively. This coverage is provided by a large number of insurance policies written by dozens of insurance companies in both the domestic insurance market...

  • Page 106
    ...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. Refractory and Friction Products-The following tables summarize information...

  • Page 107
    (footnotes continued on next page) 79

  • Page 108
    ...termination of the transaction to sell our Friction Materials business. NARCO and Bendix asbestos related balances are included in the following balance sheet accounts: December 31, 2005 2004 Other current assets Insurance recoveries for asbestos related liabilities $ 171 1,302 $1,473 $ 150 1,412...

  • Page 109
    ... 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...

  • Page 110
    ... plans that provide health care benefits and life insurance coverage to eligible retirees. Our retiree medical plans mainly cover U.S. employees who retire with pension eligibility for hospital, professional and other medical services. All non-union hourly and salaried employees joining Honeywell...

  • Page 111
    ...) Benefits paid Other Fair value of plan assets at end of year Funded status of plans Unrecognized net obligation at transition Unrecognized net loss Unrecognized prior service cost (credit) Net amount recognized Amounts recognized in Consolidated Balance Sheet consist of: Prepaid pension benefit...

  • Page 112
    (2) Excludes Non-U.S. plans of $42 and $40 million in 2005 and 2004, respectively. (3) Included in Other Liabilities-Non-Current on Consolidated Balance Sheet. 83

  • Page 113
    ... 201 757 (1,030) (7) 37 178 136 $ $ Other Postretirement Benefits Years Ended December 31, 2005 2004 2003 Service cost Interest cost Expected return on plan assets Amortization of prior service (credit) Recognition of actuarial losses Net periodic benefit cost $ 17 120 - (39) 63 $161 $ 17 138...

  • Page 114
    ... was material, assumptions reflect economic assumptions applicable to each country. Pension Benefits 2005 2004 2003 Other Postretirement Benefits 2005 2004 2003 Actuarial assumptions used to determine benefit obligations as of December 31: Discount rate Expected annual rate of compensation increase...

  • Page 115
    HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) less than the accumulated benefit obligation at the end of the plan year. In 2005, we recorded a non-cash adjustment to equity through accumulated other nonowner changes of $16 ...

  • Page 116
    HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) Benefit payments, including amounts to be paid from Company assets, and reflecting expected future service, as appropriate, are expected to be paid as follows: 2006 2007 2008 2009 ...

  • Page 117
    ... surveillance systems; aircraft and airport lighting; management and technical services; advanced systems and instruments; and aircraft wheels and brakes. • Automation and Control Solutions includes Products (controls for heating, cooling, indoor air quality, ventilation, humidification and home...

  • Page 118
    HONEYWELL INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS-(Continued) (Dollars in millions, except per share amounts) Years Ended December 31, 2005 2004 2003 Net sales Aerospace Automation and Control Solutions Specialty Materials Transportation Systems Corporate $10,497 9,416 3,234 4,505 1 $27,...

  • Page 119

  • Page 120
    ... before taxes is as follows: Years Ended December 31, 2005 2004 2003 Segment profit Gain on sale of non-strategic businesses Asbestos related litigation charges, net of insurance Business impairment charges Repositioning and other charges(1) Pension and other postretirement benefits (expense...

  • Page 121
    90

  • Page 122
    ... included in gross profit was $68 million. (2) Includes an after-tax gain of $5 million, or $0.01 per share for a post-closing adjustment related to the sale of our Security Monitoring business which was sold in the prior year. (3) Includes a $123 million provision for environmental, litigation, net...

  • Page 123
    (footnotes continued on next page) 91

  • Page 124
    .... (17) Includes an after-tax loss of $3 million, with no effect on earnings per share, on the sale of our Performance Fibers business and for post-closing adjustments related to businesses sold in prior periods. (18) From composite tape-stock is primarily traded on the New York Stock Exchange. 92

  • Page 125
    ... on management's assessment and on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States...

  • Page 126
    ... external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and...

  • Page 127
    ... because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of Honeywell's internal control over financial reporting as of December 31, 2005. In making this assessment, management used the criteria...

  • Page 128
    ...see "Corporate Governance"), or by writing to Honeywell, 101 Columbia Road, Morris Township, New Jersey 07962, c/o Vice President and Corporate Secretary. Honeywell's Code of Business Conduct applies to all Honeywell directors, officers (including the Chief Executive Officer, Chief Financial Officer...

  • Page 129
    ... Consolidated Statement of Cash Flows for the years ended December 31, 2005, 2004 and 2003 Consolidated Statement of Shareowners' Equity for the years ended December 31, 2005, 2004 and 2003 Notes to Financial Statements Report of Independent Registered Public Accounting Firm Page Number in Form 10...

  • Page 130
    ...and Controller Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated: Name Name * David M. Cote Chairman of the Board, Chief Executive Officer...

  • Page 131
    ... Savings Plan for Highly Compensated Employees of Honeywell International Inc. and its Subsidiaries as amended and restated (incorporated by reference to Exhibit 10.6 to Honeywell's Form 10-Q for the quarter ended September 30, 2005) Honeywell International Inc. Severance Plan for Senior Executives...

  • Page 132
    ... agents and CitiGroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and co-book managers (incorporated by reference to Exhibit 10.10 to Honeywell's Form 10-K filed for the year ended December 31, 2004) Five-Year $1.3 Billion Credit Agreement dated as of November 26...

  • Page 133
    ... as administrative agent and Citigroup Global Markets Inc. and Royal Bank of Canada as joint lead arrangers and co-book managers (filed herewith) Purchase and Sale Agreement between Catalysts, Adsorbents and Process Systems, Inc., and Honeywell Specialty Materials, LLC, dated September 30, 2005...

  • Page 134
    ...30 $ 179 (1) Represents uncollectible accounts written off, less recoveries, translation adjustments and reserves acquired. Deferred Tax Assets-Valuation Allowance Balance December 31, 2002 Additions charged to income tax expense Reductions credited to income tax expense Balance December 31, 2003...

  • Page 135
    Exhibit 3(i) Restated Certificate of Incorporation of Honeywell International Inc. As filed with the Secretary of State of the State of Delaware on April 25, 2005

  • Page 136
    ... is Honeywell International Inc. SECOND: The address of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, 19808 County of New Castle. The name of its registered agent at that address is Corporation Service Company. THIRD...

  • Page 137
    ... stock, the qualifications, compensation and powers and duties of its Directors and the time and place and the manner of calling the meetings of its stockholders and Directors. The Board of Directors may from time to time fix, determine and vary the amount of the working capital of the corporation...

  • Page 138
    ... a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking...

  • Page 139
    ... is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against...

  • Page 140
    Exhibit 3(ii) By-laws of Honeywell International Inc. Amended as of April 25, 2005

  • Page 141
    ... SECTION 1. Place of Meetings SECTION 2. Annual Meetings SECTION 3. Special Meetings SECTION 4. Notice of Meetings SECTION 5. Quorum SECTION 6. Order of Business SECTION 7. Voting SECTION 8. Inspectors ARTICLE III--DIRECTORS SECTION 1. Powers SECTION 2. Number, Election and Terms SECTION 3. Advance...

  • Page 142
    ... 5. Chairman of the Board SECTION 6. Vice Chairman of the Board SECTION 7. Chief Executive Officer SECTION 8. President SECTION 9. Vice Presidents SECTION 10. General Counsel SECTION 11. Treasurer SECTION 12. Secretary SECTION 13. Controller SECTION 14. Bonds of Officers SECTION 15. Compensation ii...

  • Page 143
    ... 3. Stock Ledger SECTION 4. Transfers of Capital Stock SECTION 5. Lost Certificates SECTION 6. Fixing of Record Date SECTION 7. Registered Owners ARTICLE VIII--FISCAL YEAR ARTICLE IX--SEAL ARTICLE X--WAIVER OF NOTICE ARTICLE XI--AMENDMENTS ARTICLE XII--EMERGENCY BY-LAWS SECTION 1. Emergency Board of...

  • Page 144
    SECTION 5. Emergency Corporate Headquarters SECTION 6. Limitation of Liability iv 15 15

  • Page 145
    ... 1. Registered Office. The registered office of Honeywell International Inc. (hereinafter called the Corporation) within the State of Delaware shall be in the City of Wilmington, County of New Castle. SECTION 2. Other Offices. The Corporation may also have an office or offices and keep the books and...

  • Page 146
    ... stock record of the Corporation (i) at the time fixed pursuant to Section 6 of Article VII of these By-laws as the record date for the determination of Stockholders entitled to vote at such meeting, or (ii) if no such record date shall have been fixed, then at the close of business on the day next...

  • Page 147
    ... in the number of directors constituting the Board shall shorten the term of any incumbent director. SECTION 3. Advance Notice of Stockholder Business and Nominations. a) Annual Meeting of Stockholders. (i) Nominations of persons for election to the Board of Directors of the Corporation and the...

  • Page 148
    ... than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period...

  • Page 149
    ... 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period...

  • Page 150
    ... such other days and at such other times as the Board may from time to time determine. Notice of regular meetings of the Board need not be given except as otherwise required by these By-laws. SECTION 6. Special Meetings. Special meetings of the Board may be called by the Chief Executive Officer and...

  • Page 151
    ... to their examination and such reports; (iv) review, either directly or through the independent accountants, the internal accounting and auditing procedures of the Corporation and (v) perform such other functions as may be assigned to it from time to time by the Board. The Audit Committee may...

  • Page 152
    ... of the authorized number of directors, at any time to change the members of, to fill vacancies in, and to discharge any committee of the Board. Any member of any such committee may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer, the Chairman of...

  • Page 153
    ...and duties and shall hold their offices for such terms as may be prescribed by the Board. The Chief Executive Officer may appoint one or more Deputy, Associate or Assistant officers, or such other agents as may be necessary or desirable for the business of the Corporation. In case one or more Deputy...

  • Page 154
    ... Executive Officer. SECTION 7. Chief Executive Officer. The Chief Executive Officer shall, if present, preside at all meetings of the Stockholders. He shall have, under the control of the Board, general supervision and direction of the business and affairs of the Corporation. He shall at all times...

  • Page 155
    .... The Chief Executive Officer shall have the power to appoint, prescribe the terms of office, the responsibilities and duties and salaries of, and remove, the officers of the operating companies or divisions other than those who are officers of the Corporation. ARTICLE VI CONTRACTS, CHECKS, LOANS...

  • Page 156
    ... from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as may be selected by or in the manner designated by the Board. The Board or its designees may make such special rules and regulations with respect to such bank accounts, not inconsistent...

  • Page 157
    ... of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior...

  • Page 158
    ...of an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of the Board or the Stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of...

  • Page 159
    ...Emergency Corporate Headquarters shall be at such location as the Board or the Chief Executive Officer shall determine prior to the attack or other event, or if not so determined, at such place as the Emergency Board may determine. SECTION 6. Limitation of Liability. No officer, director or employee...

  • Page 160
    ... 1, 2005, Change in Control' has the meaning ascribed to the phrase Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation' under Treasury Department Proposed Regulation 1.409A-3(g)(5), as revised from time to time in...

  • Page 161
    ... equal to any cash or stock dividends paid by the Company upon one Share of Common Stock for each Restricted Unit credited to your account. Vesting. Except in the event of your Full Retirement, death, Disability, or a Change in Control, or as otherwise provided in this Agreement, the restrictions on...

  • Page 162
    ...of the date of Change in Control will immediately lapse. No later than 90 days after the date of Change in Control, you will receive for the Restricted Units a single payment in cash equal to the product of the number of outstanding Restricted Units as of the date of Change in Control (including any...

  • Page 163
    ..., or receive reimbursement for, any compensation or profit you realize on the disposition of Shares received for Restricted Units to the extent that the Company has a right of recovery or reimbursement under applicable securities laws. Plan Terms Govern. The vesting and redemption of Restricted...

  • Page 164
    ... data file, certain personal information about you, including, but not limited to, name, home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company, details of all Restricted Units or other entitlement to...

  • Page 165
    ... Plan are not to be considered part of your salary or compensation under your employment with your local employer for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement...

  • Page 166
    ...to the application of the terms and conditions set forth in this Agreement and the Plan unless you contact Honeywell International Inc., Executive Compensation/AB-1D, 101 Columbia Road, Morristown, NJ 07962 in writing within thirty (30) days of the date of this Agreement. Honeywell International Inc...

  • Page 167
    ... for the number of days actively employed in that business. Notwithstanding anything in this Agreement to the contrary, except in the event of a Change in Control (as defined in the Stock Plan), no Growth Plan Unit awards will be paid unless the Company attains a minimum level of earnings per...

  • Page 168
    ... and one-half months from the end of the year in which the payment vests. Form of Payment. Growth Plan Units may be paid out in either cash or shares of the Company's common stock ("Shares"), at the discretion of the Committee. Payment shall be made in the same currency as your pay ("Local Currency...

  • Page 169
    ...90 days after the date of the Change in Control or two and one-half months after the end of the calendar year in which the Change in Control occurs. Such single sum payment may be in cash or Shares, as determined by the Committee. 10. 11. 12. Change in Status. If your role within the Company changes...

  • Page 170
    ... application of the terms and conditions set forth in this Agreement and the Stock Plan unless you contact Honeywell International Inc., Executive Compensation/AB-1D, 101 Columbia Road, Morristown, NJ 07962, in writing, within thirty (30) days of the date of this Agreement. HONEYWELL INTERNATIONAL...

  • Page 171
    ...-DAY CREDIT AGREEMENT Dated as of September 9, 2005 HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Company"), HONEYWELL ASCA INC., a nationally formed corporation in Canada ("ASCA"), HONEYWELL LIMITED/HONEYWELL LIMITEE, a nationally formed corporation in Canada ("Limited") and HONEYWELL...

  • Page 172
    ...Public Debt Rating in effect on such date as set forth below: Applicable Margin for Eurodollar Rate Advances and BA Advances Prior to Term Loan Conversion Date Applicable Margin for Eurodollar Rate Advances and BA Advances On and After Term Loan Conversion Date Public Debt Rating S&P/Moody's Level...

  • Page 173
    ... time to time specify to the Company and the Agent for such purpose. "BA Rate" means, for all Bankers' Acceptances comprising part of the same Drawing to be purchased by (a) a Lender named on Schedule I to the Bank Act (Canada), the average rate (calculated on an annual basis of a year of 365 days...

  • Page 174
    ... a Lender named on Schedule I to the Bank Act (Canada), the lesser of (i) the rate advised by such Lender to the Agent as being the discount rate of such Lender (calculated on an annual basis of a year of 365 days) at 10:00 A.M. (Toronto time) on the applicable purchase date for bankers' acceptances...

  • Page 175
    ... year on which banks are not required or authorized by law to close in Toronto, Ontario, Canada and New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market. "Canadian Dollars" and the "CN$" sign each...

  • Page 176
    "Change of Control" means that (i) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended (the "Act")) (other than the Company, any Subsidiary of the Company or any savings, pension or other benefit plan for the benefit of employees ...

  • Page 177
    ...one and (B) the product of (1) the BA Rate in effect at such time (expressed as a decimal fraction) multiplied by (2) a fraction the numerator of which is the number of days in the term to maturity of such Bankers' Acceptance and the denominator of which is 365 days. "Effective Date" has the meaning...

  • Page 178
    ... determined by using the quoted spot rate at which Citibank, N.A.'s principal office in New York City, New York offers to exchange Canadian Dollars for US Dollars in New York City, New York at 11:00 a.m. (New York City time) on such date. "ERISA" means the Employee Retirement Income Security Act of...

  • Page 179
    ..., to the nearest 1/100 of 1%) appearing on the applicable Telerate Page as the London interbank offered rate for deposits in US Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for...

  • Page 180
    ... time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City...

  • Page 181
    ... months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued...

  • Page 182
    ...this definition, six months after the date on which such Bankers' Acceptance is purchased and/or accepted as part of any Drawing, as the applicable Borrower may select upon notice received by the Agent not later than 10:00 a.m. (Toronto time) on the third Business Day prior to the date on which such...

  • Page 183
    ..." means the Pension Benefit Guaranty Corporation (or any successor). "Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political...

  • Page 184
    ... be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Company. For purposes of the foregoing, (a) if only one of S&P and Moody's shall have in effect a Public Debt Rating, the Applicable Margin, the Applicable Utilization Fee and the Applicable Percentage shall be...

  • Page 185
    ..., joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any...

  • Page 186
    ... certified public accountants, the Lenders agree to consider a request by the Company to amend this Agreement to take account of such changes. ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES SECTION 2.01. The Advances. (a) Advances. Each Lender severally agrees, on the terms and conditions hereinafter...

  • Page 187
    ... agrees, on the terms and conditions hereinafter set forth, to accept Drafts (each Draft so accepted, a "Bankers' Acceptance") for the account of any Borrower, and to purchase such Bankers' Acceptances from time to time on any Business Day during the period from the date hereof until the Termination...

  • Page 188
    ... amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii...

  • Page 189
    ... Drawing Purchase Price and shall, before 1:00 p.m. (Toronto time) on such date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, the Drawing Purchase Price payable by such Lender for such Drawing less the Drawing Fee payable to...

  • Page 190
    ..., on the same Business Day, and otherwise on the next Business Day. The Agent agrees that it will, as promptly as practicable, notify the Company and the applicable Borrower of the unavailability of Bankers' Acceptances and, if applicable, of the date and the amount of each Prime Rate Advance to be...

  • Page 191
    ... shall pay to the Agent for its own account such fees, and at such times, as the Company and the Agent may separately agree. SECTION 2.05. Termination or Reduction of the Commitments. (a) Optional Ratable Termination or Reduction. The Company shall have the right, upon at least three Business Days...

  • Page 192
    ... terminated effective as of the latest of (i) the date that is 60 calendar days after such Change of Control, (ii) the end of the Interest Period for any Eurodollar Rate Advance outstanding at the time of such Change of Control or for any Eurodollar Rate Advance made pursuant to the next sentence of...

  • Page 193
    ... Margin in effect from time to time plus (z) the Applicable Utilization Fee, if any, in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be paid in full. (ii) Prime...

  • Page 194
    ... matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as part of such Borrowing during its Interest Period or (ii) the Eurodollar Rate for any Interest...

  • Page 195
    ... of calculation. (h) Interest Paid by the Borrowers. Notwithstanding any provision of this Agreement, in no event shall the aggregate "interest" (as defined in Section 347 of the Criminal Code (Canada)) payable by any Borrower under this Agreement exceed the effective annual rate of interest on the...

  • Page 196
    ... 11:00 A.M. (Toronto time) on the second Business Day prior to the date of such proposed prepayment, in the case of Eurodollar Rate Advances, and not later than 11:00 A.M. (Toronto time) on the day of such proposed prepayment, in the case of Base Rate Advances or Prime Rate Advances, and, if such...

  • Page 197
    ... (with a copy of such demand to the Agent), the Company shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender...

  • Page 198
    ... not later than 12:00 noon (Toronto time) on a Business Day at least two Business Days prior to the date of the proposed renewal or Conversion and subject to the provisions of Section 2.11, renew all or any portion of the Bankers' Acceptances comprising part of the same Drawing made by such Borrower...

  • Page 199
    ... the Bankers' Acceptances to be renewed shall exchange such maturing Bankers' Acceptances for new Bankers' Acceptances containing the terms set forth in the applicable notice of renewal, and the Drawing Purchase Price payable for each such renewal shall be applied, together with other funds, if...

  • Page 200
    ... of interest based on the BA Rate shall be made by the Agent on the basis of a year of 365 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the...

  • Page 201
    ... Each Borrower shall indemnify each Lender and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any taxes imposed by any jurisdiction on amounts payable under this Section 2.14) imposed on or paid by such Lender or the Agent (as the case may be) and any liability...

  • Page 202
    ... (d) and subsection (e), the terms "United States" and "United States person" shall have the meanings specified in Section 7701 of the Internal Revenue Code. (e) Each Lender hereby certifies that it is a resident of Canada for purposes of Part XIII of the Income Tax Act (Canada) or that payments of...

  • Page 203
    ... price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable...

  • Page 204
    ... following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 31, 2004, except as otherwise publicly disclosed prior to the date hereof. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company...

  • Page 205
    ... Company shall have paid all accrued fees and expenses of the Agent (including the billed fees and expenses of counsel to the Agent). SECTION 3.02. Conditions Precedent to Each Borrowing, Drawing and Term Loan Conversion Date. The obligation of each Lender to make an Advance or to purchase, accept...

  • Page 206
    ... of its organization. (b) The execution, delivery and performance by the Company and each Borrower of this Agreement and the Notes of such Borrower, and the consummation of the transactions contemplated hereby, are within the Company's and each Borrower's corporate powers, have been duly authorized...

  • Page 207
    ... for in such balance sheet or the notes thereto as at such date. No Material Adverse Change has occurred since December 31, 2004, except as otherwise publicly disclosed prior to the date hereof. (f) There is no action, suit, investigation, litigation or proceeding, including, without limitation, any...

  • Page 208
    ... such Plans at such date, and since the date of each such Schedule B there has been no material adverse change in funding status. (k) Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any Withdrawal Liability to any Multiemployer Plan in an annual amount...

  • Page 209
    ..., however, that the Company and each Borrower may consummate any merger, consolidation or sale of assets permitted under Section 5.02(b). (e) Visitation Rights. At any reasonable time and from time to time upon reasonable notice but not more than once a year unless an Event of Default has occurred...

  • Page 210
    ...and cash flows of the Company and its Consolidated Subsidiaries for such fiscal year setting forth in each case in comparative form the corresponding figures as of the close of and for the preceding fiscal year, all in reasonable detail and accompanied by an opinion of independent public accountants...

  • Page 211
    ... after such request, such other documents and information relating to any Plan as any Lender may reasonably request from time to time; (x) promptly and in any event within five Business Days after receipt thereof by the Company or any of its ERISA Affiliates from the sponsor of a Multiemployer...

  • Page 212
    ... describing therein in reasonable detail the facts and circumstances giving rise to such Change in Control. SECTION 5.02. Negative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company will not: (a) Liens, Etc. Issue, assume or guarantee...

  • Page 213
    ... the payment of all or part of the purchase price thereof or to secure Debt incurred prior to, at the time of or within 24 months after acquisition thereof for the purpose of financing all or part of the purchase price thereof; (iii) Liens on property of the Company or its Subsidiaries (in the case...

  • Page 214
    ...Agreement on its part to be performed or observed and such failure shall remain unremedied for a period of 30 days after any Lender shall have given notice thereof to the Company or the relevant Borrower or, in the case of the Company, any of the principal financial officer, the principal accounting...

  • Page 215
    ... of the Company located outside the Exempt Countries, (C) such event or occurrence is due to the direct or indirect action of any government entity or agency in any Exempt Country and (D) as of the last day of the calendar quarter immediately preceding such event or occurrence, the book value of the...

  • Page 216
    ... of the Company located outside the Exempt Countries, (C) such event or occurrence is due to the direct or indirect action of any government entity or agency in any Exempt Country and (D) as of the last day of the calendar quarter immediately preceding such event or occurrence, the book value of the...

  • Page 217
    ...and the outstanding balance of any other Withdrawal Liability that any Borrower or any of its ERISA Affiliates has incurred exceeds 6% of Net Tangible Assets of the Company and its Consolidated Subsidiaries; or (iii) any Borrower or any of its ERISA Affiliates shall have been notified by the sponsor...

  • Page 218
    ... other amounts payable by any Borrower to any Lender or the Agent, the Company will forthwith pay the same, without further notice or demand. SECTION 7.02. Guarantee Absolute. The Company guarantees that the Obligations will be paid strictly in accordance with the terms of this Agreement, regardless...

  • Page 219
    ... other manner, payment or security on account of such claim, remedy or right. If any amount shall be paid to the Company in violation of the preceding sentence at any time when all the Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Lenders and...

  • Page 220
    ... to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. SECTION 8.02. Agent's Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be...

  • Page 221
    ...any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of...

  • Page 222
    ... all other amounts payable hereunder and under the Notes. The Agent agrees to return to the Lenders their respective Ratable Shares of any amounts paid under this Section 8.05 that are subsequently reimbursed by the Company or any Borrower. In the case of any investigation, litigation or proceeding...

  • Page 223
    ...) and mailed (return receipt requested), telecopied, telegraphed or delivered, if to the Company or to any Borrower, at the Company's address at 101 Columbia Road, Morristown, New Jersey 07962-1219, Attention: Assistant Treasurer; if to any Initial Lender, at its Domestic Lending Office specified...

  • Page 224
    ... Lender agrees (i) to notify the Agent in writing of such Lender's e-mail address(es) to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that...

  • Page 225
    ...and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or...

  • Page 226
    ... shall not be unreasonably withheld (and shall at any time, if requested to do so by the Company pursuant to Section 2.10 or 2.14) assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the...

  • Page 227
    ..., warranties or representations made in or in connection with this Agreement or any other instrument or document furnished pursuant hereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security inertest...

  • Page 228
    ... it will use reasonable efforts (e.g., procedures substantially comparable to those applied by such Lender or the Agent in respect of non-public information as to the business of such Lender or the Agent) to keep confidential any financial reports and other information from time to time supplied to...

  • Page 229
    ... to the date of any change or specification of a new Applicable Lending Office or any rebooking of any Advance. SECTION 9.09. Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 9.10. Execution in Counterparts...

  • Page 230
    ... they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the Original Currency with the Other Currency at 9:00 A.M. (New York City time) on the first Business Day preceding that on which final judgment is...

  • Page 231
    ... the extent that on the Business Day following receipt by such Lender or the Agent (as the case may be) of any sum adjudged to be so due in such Other Currency, such Lender or the Agent (as the case may be) may in accordance with normal banking procedures purchase US Dollars with such...

  • Page 232
    ...Lender in the negotiation, administration, performance or enforcement thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. HONEYWELL INTERNATIONAL INC. By: Title: /s/ John...

  • Page 233
    ... BANK OF CANADA By: Title: CN$60,000,000.00 /s/ Julita Tyszewicz Attorney-in-Fact THE BANK OF NOVA SCOTIA By: Title: By: Title: /s/ Anuj Dhawan Director /s/ Sangeeta Shah Associate CN$60,000,000.00 HSBC BANK USA, NATIONAL ASSOCIATION TORONTO BRANCH By: Title: /s/ Judi Wood Managing Director CN...

  • Page 234
    ...: (716) 841-2291 Fax: (716) 841-0269 One Liberty Plaza, 3rd Floor New York, NY 10006 Attn: Karim Amr Phone: (212) 428-6369 Fax: (212) 428-2372 with a copy to: Attn: N. Delph Phone: (212) 428-6249 Fax: (212) 428-2319 123 Front Street West, suite 1000 Toronto, Ontario M5J 2M3 Attn: Niyousha Zarinpour...

  • Page 235
    ...former officers and directors are defendants in a purported class action lawsuit filed in the United States District Court for the District of New Jersey. The complaint principally alleges that the defendants breached their fiduciary duties to participants in the Honeywell Savings and Ownership Plan...

  • Page 236
    ... entitled Interfaith Community Organization, et al. v. Honeywell International Inc., et al., that a predecessor Honeywell site located in Jersey City, New Jersey constituted an imminent and substantial endangerment and ordered Honeywell to conduct the excavation and transport for offsite disposal of...

  • Page 237
    ... contamination in the Lake. 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...

  • Page 238
    ... in 2005 or in early 2006. As part of its ongoing settlement negotiations, Honeywell has reached agreement in principle 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...

  • Page 239
    ... policies written by dozens of insurance companies in both the domestic insurance market and the London excess market. At June 30, 2005, 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...

  • Page 240
    ... 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...

  • Page 241
    ... Bendix related asbestos claims. The estimate is based on the number of pending claims at June 30, 2005, disease classifications, expected settlement values and historic dismissal rates. Honeywell retained the expert services of HR&A (see discussion of HR&A under Refractory products above) to assist...

  • Page 242
    ... or operating cash flows in any fiscal year. No assurances can be given, however, that the Variable Claims Factors will not substantially change. Refractory and Friction Products - NARCO and Bendix asbestos related balances are included in the following balance sheet accounts: June 30, 2005 December...

  • Page 243
    ..., it is not possible at this point in time to determine what impact such legislation would have on the NARCO bankruptcy strategy or our asbestos liabilities and related insurance recoveries. The Company's SEC filings are available free of charge on our website, www.honeywell.com, under the heading...

  • Page 244
    ... the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the 364-Day Credit Agreement dated as of September 9, 2005 among Honeywell...

  • Page 245
    This promissory note shall be governed by, and construed in accordance with the laws of the State of New York. [NAME OF BORROWER] By Name: Title: 2

  • Page 246
    ADVANCES AND PAYMENTS OF PRINCIPAL Amount of Advance in Relevant Currency Amount of Principal Paid or Prepaid Unpaid Principal Balance Date Type of Advance Interest Rate Notation Made By 3

  • Page 247
    Exhibit 10.24 EXHIBIT A-2 - FORM OF DRAFT DUE_____ No. BA _____ [Toronto, Canada] _____, 20__ ON_____, (WITHOUT GRACE), FOR VALUE RECEIVED PAY TO THE ORDER OF THE UNDERSIGNED DRAWER THE SUM OF CN CANADIAN DOLLARS TO: [NAME OF BANK] [NAME OF BORROWER] Per:

  • Page 248
    ... [Address] Attention: Ladies and Gentlemen: The undersigned, [Name of Borrower], refers to the 364-Day Credit Agreement, dated as of September 9, 2005 (as amended or modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), among Honeywell...

  • Page 249
    The undersigned hereby certifies that the conditions precedent to this Borrowing set forth in Section 3.02 of the Credit Agreement have been satisfied and the applicable statements contained therein are true on the date hereof, and will be true on the date of the Proposed Borrowing. Very truly yours...

  • Page 250
    ... [Address] Attention: Ladies and Gentlemen: The undersigned, [Name of Borrower], refers to the 364-Day Credit Agreement, dated as of September 9, 2005 (as amended or modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), among Honeywell...

  • Page 251
    ... FORM OF ASSIGNMENT AND ACCEPTANCE Dated: _____ Reference is made to the 364-Day Credit Agreement dated as of September 9, 2005 (as amended or modified from time to time, the "Credit Agreement") among Honeywell International Inc., a Delaware corporation (the "Company"), the Borrowers parties thereto...

  • Page 252
    ... the Credit Agreement and any Notes for periods prior to the Effective Date directly between themselves. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. 8. This Assignment and Acceptance may be executed in any number of...

  • Page 253
    Schedule 1 to Assignment and Acceptance Dated: _____ Section 1. Percentage interest assigned: Assignee's Commitment...Assignor By Title: Dated: [NAME OF ASSIGNEE], as Assignee By Title: US$_____ CN$_____ US$_____ CN US$_____ 1 This date should be no earlier than five Business Days after the delivery...

  • Page 254
    Dated: Domestic Lending Office: [Address] Eurodollar Lending Office: [Address] Consented to this _____ day of _____ HONEYWELL INTERNATIONAL INC. By Name: Title: 4 ]

  • Page 255
    ... 364-Day Credit Agreement dated as of September 9, 2005 among Honeywell International Inc. (the "Company"), the Borrowers parties thereto, the Lenders parties thereto, and Citibank, N.A., Canadian Branch, as Agent for said Lenders (the "Credit Agreement"). Terms defined in the Credit Agreement are...

  • Page 256
    ...be licensed and (c) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. 2. The execution, delivery and performance by the Company of the Credit Agreement, and the consummation of the...

  • Page 257
    ... New York) wherein any Lender or Applicable Lending Office may be located or wherein enforcement of the Credit Agreement or the Notes of the Borrowers may be sought which limits rates of interest which may be charged or collected by such Lender. 6. There is no action, suit, investigation, litigation...

  • Page 258
    ... you pursuant to Section 3.01(e)(v) of the 364-Day Credit Agreement dated as of September 9, 2005 among Honeywell International Inc. (the "Company"), Honeywell ASCA Inc. ("ASCA"), Honeywell Limited/Honeywell Limitee, ("Limited") And Honeywell Aerospatiale Inc. ("Aerospatiale", and together with ASCA...

  • Page 259
    ... its officers or of public officials. I have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Company, the Initial Lenders and the Agent. I am qualified to practice law in the State of New Jersey and have conferred with counsel qualified in Canada...

  • Page 260
    ... of a New York Court contained in Section 9.11 of the Credit Agreement would be regarded by an Ontario Court as sufficient under Ontario law to grant personal jurisdiction over such Borrower to a New York Court. Very truly yours, Gail E. Lehman Assistant General Counsel & Assistant Secretary 3

  • Page 261
    ... with the Credit Agreement, dated as of September 9, 2005 (the "Credit Agreement"), among Honeywell International Inc., a Delaware corporation (the "Company"), the borrowers parties thereto and each of you. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as...

  • Page 262
    ... promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Loan Parties, the Opinion Documents or the transactions governed by the Opinion Documents. Without limiting 5

  • Page 263
    ... is limited to Generally Applicable Law. A copy of this opinion letter may be delivered by any of you to any person that becomes a Lender in accordance with the provisions of the Credit Agreement. Any such person may rely on the opinion expressed above as if this opinion letter were addressed and...

  • Page 264
    change of law or fact, that may occur after the date of this opinion letter that might affect the opinion expressed herein. Very truly yours, WEH:SLH 7

  • Page 265
    Exhibit 10.24 EXECUTION COPY CN$240,000,000 364-DAY CREDIT AGREEMENT Dated as of September 9, 2005 Among HONEYWELL INTERNATIONAL INC., as Company, HONEYWELL ASCA INC. HONEYWELL LIMITED/HONEYWELL LIMITEE and HONEYWELL AEROSPATIALE INC. as Borrowers, THE INITIAL LENDERS NAMED HEREIN, as Initial ...

  • Page 266
    ... 1.01. Certain Defined Terms SECTION 1.02. Computation of Time Periods SECTION 1.03. Accounting Terms ARTICLE II SECTION 2.01. The Advances SECTION 2.02. Making the Advances SECTION 2.03. Drawings of Bankers' Acceptances SECTION 2.04. Fees SECTION 2.05. Termination or Reduction of the Commitments...

  • Page 267
    ...Conditions Precedent to Each Borrowing, Drawing and Term Loan Conversion Date SECTION 3.03. Determinations Under Section 3.01 ARTICLE IV SECTION 4.01. Representations and Warranties of the Company... Citibank and Affiliates SECTION 8.04. Lender Credit Decision SECTION 8.05. Indemnification ii 34 35 36...

  • Page 268
    ... Participations SECTION 9.07. Confidentiality SECTION 9.08. Mitigation of Yield Protection SECTION 9.09. Governing Law. SECTION 9.10. Execution in Counterparts SECTION 9.11. Jurisdiction, Etc. SECTION 9.12. Final Agreement SECTION 9.13. Judgment SECTION 9.14. Patriot Act Notice SECTION 9.15. Waiver...

  • Page 269
    SCHEDULES Schedule I - List of Applicable Lending Offices Schedule 3.01(b) - Disclosed Litigation EXHIBITS Exhibit A-1 Exhibit A-2 Exhibit B-1 ...Opinion of Gail E. Lehman, Assistant General Counsel of the Company Form of Opinion of Gail E. Lehman, Assistant General Counsel of the Borrowers Form of ...

  • Page 270
    EXHIBIT 12 HONEYWELL INTERNATIONAL INC. STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2005 2004 2003 (In millions) 2002 2001 Determination of Earnings: Income (loss) from continuing operations before taxes Add (Deduct): Amortization of capitalized interest Fixed charges Equity ...

  • Page 271
    ... Percent Ownership Name Class Honeywell Electronic Materials Inc. Honeywell HomeMed L.L.C. Honeywell Nylon L.L.C. Honeywell Technology Solutions Inc. Honeywell Intellectual Properties Inc. Honeywell Specialty Materials, L.L.C. Grimes Aerospace Company Prestone Products Corporation Washington...

  • Page 272
    ...) of Honeywell International Inc. of our report dated March 1, 2006 relating to the financial statements, financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which...

  • Page 273
    ... and with power of substitution and resubstitution, as my attorney-infact and agent for me and in my name, place and stead in any and all capacities, (i) to sign the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 2005, (ii) to sign any...

  • Page 274
    ...Savings and Ownership Plan I, Honeywell Savings and Ownership Plan II, the Honeywell Supplemental Savings Plan, the Honeywell Executive Supplemental Savings Plan, the UK Share Purchase Plan of the Company, the Ireland Employees Share Ownership program of the Company, the Employee Stock Purchase Plan...

  • Page 275
    ... Common Stock of the Company issued and outstanding at the end of the preceding fiscal year, as adjusted for stock splits and stock dividends, or (2) shares having a market value of $200,000,000), and any warrants to purchase such shares. I hereby grant to each such attorney full power and authority...

  • Page 276
    ... and with power of substitution and resubstitution, as my attorney-in-fact and agent for me and in my name, place and stead in any and all capacities, (i) to sign the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 2005, (ii) to sign any...

  • Page 277
    ...Savings and Ownership Plan I, Honeywell Savings and Ownership Plan II, the Honeywell Supplemental Savings Plan, the Honeywell Executive Supplemental Savings Plan, the UK Share Purchase Plan of the Company, the Ireland Employees Share Ownership program of the Company, the Employee Stock Purchase Plan...

  • Page 278
    ...Clive R. Hollick Clive R. Hollick, Director /s/ James J. Howard James J. Howard, Director /s/ Bruce Karatz Bruce Karatz, Director Dated: December 9, 2005 /s/ Eric K. Shinseki Eric K. Shinseki, Director /s/ John R. Stafford John R. Stafford, Director /s/ Michael W. Wright Michael W. Wright, Director

  • Page 279
    ... Common Stock of the Company issued and outstanding at the end of the preceding fiscal year, as adjusted for stock splits and stock dividends, or (2) shares having a market value of $200,000,000), and any warrants to purchase such shares. I hereby grant to each such attorney full power and authority...

  • Page 280
    ...Power of Attorney may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument... /s/ Bruce Karatz Bruce Karatz, Director Dated: December 9, 2005 /s/ Russell E. Palmer Russell E. Palmer...

  • Page 281
    ... and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 1, 2006 By: /s/ DAVID M. COTE David M. Cote Chief Executive Officer

  • Page 282

  • Page 283
    ... report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 1, 2006 By: /s/ DAVID J. ANDERSON David J. Anderson Chief Financial Officer

  • Page 284

  • Page 285
    ... In connection with the Annual Report of Honeywell International Inc. (the Company) on Form 10-K for the year ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David M. Cote, Chief Executive Officer of the Company, certify, pursuant to...

  • Page 286
    ... connection with the Annual Report of Honeywell International Inc. (the Company) on Form 10-K for the year ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David J. Anderson, Chief Financial Officer of the Company, certify, pursuant to...