UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT – April 25, 2024
(Date of earliest event reported)
HONEYWELL INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
| | | | | | | | |
| Delaware | 1-8974 | 22-2640650 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (I.R.S. Employer Identification
Number) |
855 S. MINT STREET, CHARLOTTE, NC..................................................28202
......(Address of principal executive offices).................................................(Zip Code)
Registrant’s telephone number, including area code: (704) 627-6200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $1 per share | | HON | | The Nasdaq Stock Market LLC |
| 3.500% Senior Notes due 2027 | | HON 27 | | The Nasdaq Stock Market LLC |
| 2.250% Senior Notes due 2028 | | HON 28A | | The Nasdaq Stock Market LLC |
| 3.375% Senior Notes due 2030 | | HON 30 | | The Nasdaq Stock Market LLC |
| 0.750% Senior Notes due 2032 | | HON 32 | | The Nasdaq Stock Market LLC |
| 3.750% Senior Notes due 2032 | | HON 32A | | The Nasdaq Stock Market LLC |
| 4.125% Senior Notes due 2034 | | HON 34 | | The Nasdaq Stock Market LLC |
| 3.750% Senior Notes due 2036 | | HON 36 | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other events
Honeywell International Inc. (the “Company”) is filing this Current Report on Form 8-K to recast historical segment information as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024 (“Original Report”).
As previously disclosed and as reflected in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, effective the first quarter of 2024, the Company realigned its business units by forming two new business segments: Industrial Automation and Energy and Sustainability Solutions. Industrial Automation includes Sensing and Safety Technologies, Productivity Solutions and Services, and Warehouse and Workflow Solutions, which were previously included in Safety and Productivity Solutions, in addition to Process Solutions, which was previously included in Performance Materials and Technologies. Energy and Sustainability Solutions includes UOP and Advanced Materials, which were previously included in Performance Materials and Technologies. Further, as part of the realignment, the Company renamed its Aerospace and Honeywell Building Technologies reportable business segments to Aerospace Technologies and Building Automation, respectively. Following this realignment, the Company’s reportable business segments are: Aerospace Technologies, Building Automation, Industrial Automation, and Energy and Sustainability Solutions. This realignment had no impact on the Company's historical consolidated financial position, results of operations, or cash flows.
Exhibit 99.1 to this Form 8-K provides recast segment information within the following items of the Company's Original Report to reflect the changes made to its segment reporting:
•Part I Item 1. Business – solely to reflect changes under the captions “Major Businesses,” “Competition,” “U.S. Government Sales,” and “International Operations”
•Part I Item 1A. Risk Factors – solely to update segment references
•Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – solely to reflect changes in “Results of Operations,” and “Review of Business Segments”
•Part II Item 8. Financial Statements and Supplementary Data – solely to reflect changes in the “Notes to Consolidated Financial Statements,” specifically “Note 2 – Acquisitions and Divestitures,” “Note 3 – Revenue Recognition and Contracts with Customers,” “Note 4 – Repositioning and Other Charges,” “Note 8 – Goodwill and Other Intangible Assets – Net,” and “Note 22 – Segment Financial Data”
The items above included in Exhibit 99.1 of this Form 8-K update the same items presented in the Original Report solely for changes in the Company’s reportable segment information and the related impacts to segment disclosures as a result of the recast described above and do not represent a restatement of previously issued financial statements. There are no changes to other disclosures presented in the Original Report, including the Company’s previously reported consolidated balance sheet, statement of operations, statement of comprehensive income, statement of shareowners’ equity, and statement of cash flows.
This Current Report on Form 8-K does not reflect changes or events occurring subsequent to the original filing of the 2023 Form 10-K and does not modify or update the disclosures in any way, other than as required to retrospectively recast the change in segment reporting. Therefore, this Form 8-K should be read in conjunction with the Company's Original Report as filed, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, and other periodic and current reports on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this report:
| | | | | | | | |
Exhibit # | | Description |
| | |
| 23.1 | | |
| 99.1 | | |
| 101 | | The following financial statements from the Company's Current Report on Form 8-K dated April 25, 2024 formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheet, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareowners' Equity and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: | April 25, 2024 | | HONEYWELL INTERNATIONAL INC. | |
| | | | | |
| | | By: /s/ Su Ping Lu |
| | | Su Ping Lu |
| | | Vice President and Corporate Secretary |
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