UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                              ---------------------

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

                  For the quarterly period ended March 31, 2002
                                                 --------------

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                          Commission file number 1-8974

                          Honeywell International Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                              22-2640650
- --------------------------------                            -------------------
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

        101 Columbia Road
          P.O. Box 4000
       Morristown, New Jersey                                    07962-2497
- ----------------------------------------                       --------------
(Address of principal executive offices)                         (Zip Code)

                                 (973) 455-2000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                  YES     X                              NO
                      ---------                             --------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                           Outstanding at
Class of Common Stock                                       March 31, 2002
- ---------------------                                    ------------------
    $1 par value                                         817,610,376 shares

                          Honeywell International Inc.

                                      Index

                                                                              Page No.
                                                                              --------
                                                                       
Part I.  -            Financial Information
                      ---------------------
         Item 1.      Financial Statements:

                      Consolidated Balance Sheet -
                        March 31, 2002 and December 31, 2001                     3

                      Consolidated Statement of Income -
                        Three Months Ended March 31, 2002 and 2001               4

                      Consolidated Statement of Cash Flows -
                        Three Months Ended March 31, 2002 and 2001               5

                      Notes to Financial Statements                              6

                      Report of Independent Accountants                         14

        Item 2.       Management's Discussion and
                           Analysis of Financial Condition
                           and Results of Operations                            15

        Item 3.       Quantitative and Qualitative Disclosures About
                           Market Risk                                          21

Part II. -            Other Information
                      -----------------

         Item 1.      Legal Proceedings                                         21

         Item 6.      Exhibits and Reports on Form 8-K                          21

Signatures                                                                      22

         This report contains certain statements that may be deemed
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of historical fact,
that address activities, events or developments that we or our management
intends, expects, projects, believes or anticipates will or may occur in the
future are forward-looking statements. Such statements are based upon certain
assumptions and assessments made by our management in light of their experience
and their perception of historical trends, current conditions, expected future
developments and other factors they believe to be appropriate. The
forward-looking statements included in this report are also subject to a number
of material risks and uncertainties, including but not limited to economic,
competitive, governmental and technological factors affecting our operations,
markets, products, services and prices. Such forward-looking statements are not
guarantees of future performance and actual results, developments and business
decisions may differ from those envisaged by such forward-looking statements.

                                       2

                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                          Honeywell International Inc.
                           Consolidated Balance Sheet
                                   (Unaudited)

                                                           March 31,              December 31,
                                                             2002                     2001
                                                           ---------              -----------
                                                                 (Dollars in millions)
                                                                              
ASSETS
Current assets:
  Cash and cash equivalents                                $ 1,592                  $ 1,393
  Accounts and notes receivable                              3,430                    3,620
  Inventories                                                3,351                    3,355
  Other current assets                                       1,364                    1,526
                                                           -------                  -------
   Total current assets                                      9,737                    9,894

Investments and long-term receivables                          680                      466
Property, plant and equipment - net                          4,812                    4,933
Goodwill - net                                               5,439                    5,441
Other intangible assets - net                                  923                      915
Other assets                                                 2,602                    2,577
                                                           -------                  -------

   Total assets                                            $24,193                  $24,226
                                                           =======                  =======

LIABILITIES
Current liabilities:
  Accounts payable                                         $ 1,801                  $ 1,862
  Short-term borrowings                                         75                      120
  Commercial paper                                             240                        3
  Current maturities of long-term debt                         278                      416
  Accrued liabilities                                        3,609                    3,819
                                                           -------                  -------
   Total current liabilities                                 6,003                    6,220

Long-term debt                                               4,653                    4,731
Deferred income taxes                                          947                      875
Postretirement benefit obligations
  other than pensions                                        1,803                    1,845
Other liabilities                                            1,304                    1,385

SHAREOWNERS' EQUITY
Capital - common stock issued                                  958                      958
        - additional paid-in capital                         3,077                    3,015
Common stock held in treasury, at cost                      (4,232)                  (4,252)
Accumulated other nonowner changes                            (827)                    (835)
Retained earnings                                           10,507                   10,284
                                                           -------                  -------
   Total shareowners' equity                                 9,483                    9,170
                                                           -------                  -------

   Total liabilities and shareowners' equity               $24,193                  $24,226
                                                           =======                  =======

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

                                       3

                          Honeywell International Inc.
                        Consolidated Statement of Income
                                   (Unaudited)

                                                                 Three Months Ended
                                                                       March 31,
                                                               -----------------------
                                                               2002              2001
                                                               ----              ----
                                                                (Dollars in millions,
                                                             except per share amounts)
                                                                          
Net sales                                                    $5,199             $5,944
                                                             ------             ------
Costs, expenses and other
  Cost of goods sold                                          4,116              4,973
  Selling, general and administrative
    expenses                                                    617                768
  (Gain) on sale of non-strategic
    businesses                                                 (125)                 -
  Equity in (income) loss of affiliated
    companies                                                    (7)               103
  Other (income) expense                                        (16)                (4)
  Interest and other financial charges                           87                111
                                                             ------             ------
                                                              4,672              5,951
                                                             ------             ------

Income (loss) before taxes                                      527                 (7)
Tax expense (benefit)                                           151                (48)
                                                             ------             -------

Net income                                                   $  376             $   41
                                                             ======             ======

Earnings per share of common
  stock - basic                                              $ 0.46             $ 0.05
                                                             ======             ======

Earnings per share of common
  stock - assuming dilution                                  $ 0.46             $ 0.05
                                                             ======             ======

Cash dividends per share of
  common stock                                               $.1875             $.1875
                                                             ======             ======

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

                                       4

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

                                                             Three Months Ended
                                                                   March 31,
                                                             -------------------
                                                               2002        2001
                                                               ----        ----
                                                            (Dollars in millions)
                                                                  
Cash flows from operating activities:
  Net income                                                 $   376    $    41
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    (Gain) on sale of non-strategic businesses                  (125)      --
    Repositioning and other charges                               96        596
    Depreciation                                                 176        188
    Goodwill and indefinite-lived intangible assets
     amortization                                               --           51
    Undistributed earnings of equity affiliates                  (10)         9
    Deferred income taxes                                        121       (137)
    Net taxes paid on sales of businesses                       --          (12)
    Other                                                       (136)      (182)
    Changes in assets and liabilities, net of the effects
     of acquisitions and divestitures:
       Accounts and notes receivable                             190        365
       Inventories                                                (9)      (160)
       Other current assets                                        6        (22)
       Accounts payable                                          (48)      (143)
       Accrued liabilities                                      (232)      (347)
                                                             -------    -------
Net cash provided by operating activities                        405        247
                                                             -------    -------

Cash flows from investing activities:
 Expenditures for property, plant and equipment                 (147)      (173)
 proceeds from disposals of property, plant and
   equipment                                                       8         26
 (Increase) in investments                                      --           (1)
 Cash paid for acquisitions                                      (16)       (85)
 Proceeds from sales of businesses                                96       --
 Decrease in short-term investments                                7       --
                                                             -------    -------
Net cash (used for) investing activities                         (52)      (233)
                                                             -------    -------

Cash flows from financing activities:
 Net increase in commercial paper                                237         48
 Net increase (decrease) in short-term borrowings                (60)       243
 Proceeds from issuance of common stock                           22         19
 Payments of long-term debt                                     (200)      (278)
 Repurchases of common stock                                    --          (15)
 Cash dividends on common stock                                 (153)      (153)
                                                             -------    -------
Net cash (used for) financing activities                        (154)      (136)
                                                             -------    -------

Net increase (decrease) in cash and cash equivalents             199       (122)
Cash and cash equivalents at beginning of year                 1,393      1,196
                                                             -------    -------
Cash and cash equivalents at end of period                   $ 1,592    $ 1,074
                                                             =======    =======

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

                                       5

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

NOTE 1. In the opinion of management, the accompanying unaudited consolidated
financial statements reflect all adjustments, consisting only of normal
adjustments, necessary to present fairly the financial position of Honeywell
International Inc. and its consolidated subsidiaries at March 31, 2002 and the
results of operations and cash flows for the three months ended March 31, 2002
and 2001. The results of operations for the three-month period ended March 31,
2002 should not necessarily be taken as indicative of the results of operations
that may be expected for the entire year 2002.

         The financial information as of March 31, 2002 should be read in
conjunction with the financial statements contained in our Annual Report on Form
10-K for 2001.

NOTE 2. Accounts and notes receivable consist of the following:

                                                                March 31,             December 31,
                                                                  2002                    2001
                                                                --------              -----------
                                                                                   
          Trade                                                  $3,002                  $3,168
          Other                                                     550                     580
                                                                 ------                  ------
                                                                  3,552                   3,748
          Less - Allowance for doubtful
            accounts                                               (122)                   (128)
                                                                 ------                  ------

                                                                 $3,430                  $3,620
                                                                 ======                  ======

NOTE 3. Inventories consist of the following:

                                                                March 31,             December 31,
                                                                  2002                     2001
                                                                --------              -----------
                                                                                   
          Raw materials                                          $1,207                  $1,024
          Work in process                                           835                     869
          Finished products                                       1,457                   1,603
                                                                 ------                  ------
                                                                  3,499                   3,496
          Less - Progress payments                                  (20)                    (25)
                 Reduction to LIFO cost basis                      (128)                   (116)
                                                                 ------                  ------
                                                                 $3,351                  $3,355
                                                                 ======                  ======

NOTE 4. Effective January 1, 2002, we adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). SFAS
No. 142 requires that goodwill and certain other intangible assets having
indefinite lives no longer be amortized to income, but instead be replaced with
periodic testing for impairment. Intangible assets determined to have definite
lives will continue to be amortized over their useful lives. The amortization
and non-amortization provisions of SFAS No. 142 have been applied to any
goodwill and intangible assets acquired after June 30, 2001. With the adoption
of SFAS No. 142, we reassessed the useful lives and residual values of all
acquired intangible assets to make any necessary amortization period
adjustments. Based on that assessment, an amount related to a trademark in our
automotive consumer products business was determined to be an indefinite-life
intangible asset because it is expected to generate cash flows indefinitely.
There were no other adjustments made to the amortization period or residual
values of other intangible assets. We also completed our goodwill impairment
testing during the

                                       6

three months ended March 31, 2002 and have determined that there was no
impairment as of January 1, 2002.

         In accordance with SFAS No. 142, prior period amounts were not
restated. A reconciliation of the previously reported net income and earnings
per share for the three months ended March 31, 2001 to the amounts adjusted
for the reduction of amortization expense, net of the related income tax
effect, is as follows:

                                                                    Earnings Per Share
                                                                   ---------------------
                                                   Net                          Assuming
                                                  Income           Basic        Dilution
                                                  ------           -----        --------
                                                                         
Net income - as reported                           $41             $0.05          $0.05
Add: amortization adjustment                        49              0.06           0.06
                                                   ---             -----          -----

Net income - as adjusted                           $90             $0.11          $0.11
                                                   ===             =====          =====

     Changes in the carrying amount of goodwill for the three months ended
March 31, 2002 by reportable segment are as follows:

                                                                       Currency
                                                                      Translation
                                  Dec. 31, 2001        Acquisitions    Adjustment       Mar. 31, 2002
                                  -------------        ------------   ------------      -------------
                                                                                
   Aerospace                          $1,595                $7             $(1)             $1,601
   Automation and
     Control Solutions                 2,461                 -               -               2,461
   Specialty Materials                   861                 -              (3)                858
   Transportation and
     Power Systems                       524                 -              (5)                519
                                      ------                --             ---              ------
                                      $5,441                $7             $(9)             $5,439
                                      ======                ==             ===              ======

         Amortizable intangible assets at March 31, 2002 and December 31, 2001
consist of investments in long-term contracts and customer relationships of
$624 and $607 million, respectively, and patents, technology and other
finite-lived intangible assets of $262 and $271 million, respectively.
Intangible assets amortization expense was $13 million for the three months
ended March 31, 2002. Estimated intangible assets amortization expense for
the full year 2002 and for each of the five succeeding years approximates
$50 million, respectively. Intangible assets with indefinite lives consist
of a trademark with a carrying value of $37 million.

NOTE 5. Total nonowner changes in shareowners' equity consist of the following:

                                                                         Three Months Ended
                                                                              March 31,
                                                                     --------------------------
                                                                        2002             2001
                                                                        ----             ----
                                                                                   
              Net income                                               $376              $ 41
              Foreign exchange translation adjustments                    4               (74)
              Change in fair value of effective cash
                flow hedges                                               4                (4)
                                                                       ----              ----
                                                                       $384              $(37)
                                                                       ====              ====

                                       7

NOTE 6. Segment financial data follows:

                                                                   Three Months Ended March 31,
                                                    --------------------------------------------------------------
                                                            Net Sales                           Segment Profit
                                                    ------------------------------     ---------------------------
                                                       2002           2001                2002              2001(2)
                                                       ----           ----                ----              ----
                                                                                                
Aerospace                                            $2,089         $2,411                $307              $451
Automation and Control Solutions                      1,609          1,748                 207               188
Specialty Materials                                     758            913                   8                38
Transportation and Power Systems                        726            860                  73                50
Corporate                                                17             12                 (36)              (29)
                                                     ------         ------                ----              ----
                                                     $5,199         $5,944                 559               698
                                                     ======         ======                ----              ----
Gain on sale of non-
  strategic businesses                                                                     125                -
Equity in income (loss)
  of affiliated companies                                                                   10                (8)
Other income                                                                                16                 9
Interest and other
  financial charges                                                                        (87)             (111)
Repositioning and other
  charges (1)                                                                              (96)             (595)
                                                                                          ----              ----
  Income (loss) before taxes                                                              $527              $ (7)
                                                                                          ====              ====

         (1)  In 2001 included cumulative effect adjustment of $1 million of
              income related to adoption of SFAS No. 133.

         (2)  Segment profit in the first quarter of 2001 included the pretax
              amortization of goodwill and indefinite-lived intangible assets of
              $51 million (Aerospace - $15 million, Automation and Control
              Solutions - $23 million, Specialty Materials - $8 million and
              Transportation and Power Systems - $5 million). Such amortization
              expense was excluded from segment profit for the first quarter of
              2002, in conformity with the provisions of SFAS No. 142.

NOTE 6. The details of the earnings per share calculations for the three-month
periods ended March 31, 2002 and 2001 follow:

                                                     2002                                      2001
                                     -------------------------------------     -------------------------------------
                                                                 Per                                          Per
                                                   Average      Share                        Average          Share
                                       Income      Shares       Amount           Income       Shares         Amount
                                       ------      -------      ------           ------       ------         ------
                                                                                           
Earnings per share of
  common stock - basic                  $376        817.0        $0.46             $41         809.4         $0.05
Dilutive securities issuable
  in connection with stock
  plans                                               3.4                                        5.8
                                        ----        -----        -----             ---         -----         -----
Earnings per share of
  common  stock - assuming
  dilution                              $376        820.4        $0.46             $41         815.2         $0.05
                                        ====        =====        =====             ===         =====         =====

                                       8

         The diluted earnings per share calculation excludes the effect of stock
options when the options' exercise prices exceed the average market price of
the common shares during the period. For the three-month periods ended
March 31, 2002 and 2001, the number of stock options not included in the
computations were 42.5 and 15.6 million, respectively. These stock options
were outstanding at the end of each of the respective periods.

NOTE 7. In the first quarter of 2002, we recognized a repositioning charge of
$65 million for the costs of actions designed to reduce our cost structure and
improve our future profitability. The components of the charge included
severance costs of $41 million, asset impairments of $11 million and other exit
costs of $13 million. Severance costs were related to announced workforce
reductions of approximately 1,100 manufacturing and administrative positions
principally in our Automation and Control Solutions and Specialty Materials
reportable segments. Asset impairments were principally related to manufacturing
plant and equipment held for sale and capable of being taken out of service and
actively marketed in the period of impairment, mainly in our Specialty Materials
reportable segment. Other exit costs principally consisted of lease termination
losses negotiated or subject to reasonable estimation mainly related to closed
facilities in our Automation and Control Solutions and Specialty Materials
reportable segments. These repositioning actions are expected to be completed by
December 31, 2002. Also, $12 million of previously established severance
accruals were returned to income in the first quarter of 2002, due principally
to higher than expected voluntary employee attrition resulting in reduced
severance liabilities in our Specialty Materials reportable segment.

         As disclosed in our 2001 Annual Report on Form 10-K, we recognized
repositioning charges totaling $1,016 million in 2001 ($297 million were
recognized in the three months ended March 31, 2001). The components of the
charges included severance costs of $727 million, asset impairments of $194
million and other exit costs of $95 million. Severance costs were related to
announced global workforce reductions of approximately 20,000 manufacturing and
administrative positions across all of our reportable segments of which
approximately 17,000 positions have been eliminated as of March 31, 2002. Also,
$119 million of previously established accruals, mainly for severance, were
returned to income in 2001 due principally to higher than expected voluntary
employee attrition resulting in reduced severance liabilities, principally in
our Aerospace and Automation and Control Solutions reportable segments.

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

                                                Severance          Asset           Exit
                                                  Costs         Impairments        Costs           Total
                                                  -----         -----------        -----           -----
                                                                                       
    Balance at December 31, 2001                  $ 484             $ -             $113           $ 597
    2002 charges                                     41               11              13              65
    2002 usage                                     (110)             (11)            (50)           (171)
    Adjustments                                     (12)              -               -              (12)
                                                  -----             ----            ----           -----
    Balance at March 31, 2002                      $403             $ -             $ 76           $ 479
                                                  =====             ====            ====           =====

         In the first quarter of 2002, we recognized charges of $43 million
related to our Friction Materials business and a chemical manufacturing
facility. In 2001, we adopted a plan to dispose of our Friction Materials
business and held discussions with a potential acquiror of the business. As part
of these discussions we continued to evaluate the business for possible
impairment. As a result of this

                                       9

evaluation, we recognized an impairment charge of $27 million in the first
quarter of 2002 related to the write-down of property, plant and equipment
(classified as assets held for disposal in Other Current Assets). We also
recognized an asset impairment charge of $16 million related to the planned
shutdown of a chemical manufacturing facility in our Specialty Materials
reportable segment.

         In the first quarter of 2001, we recognized other charges consisting of
customer claims and settlements of contracts and contingent liabilities of $148
million and write-offs of receivables and inventories of $50 million. We also
recognized charges of $95 million related to an other than temporary decline in
value of an equity investment and an equity investee's loss contract. We also
redeemed our $200 million 5 3/4% dealer remarketable securities due 2011,
resulting in a loss of $6 million.

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

                                                                                 Three Months Ended March 31,
                                                                                 ----------------------------
                                                                                    2002             2001
                                                                                    ----             ----
                                                                                               
                     Aerospace                                                      $ -              $ 80
                     Automation and Control Solutions                                39               273
                     Specialty Materials                                             25                84
                     Transportation and Power Systems                                28                94
                     Corporate                                                        4                65
                                                                                    ---              ----
                                                                                    $96              $596
                                                                                    ====             ====

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

                                                                                  Three Months Ended March 31,
                                                                                  ----------------------------
                                                                                   2002             2001
                                                                                   ----             ----
                                                                                              
                     Cost of goods sold                                            $89              $474
                     Selling, general and
                      administrative expenses                                        4                21
                     Equity in (income) loss of
                      affiliated companies                                           3                95
                     Other (income) expense                                          -                 6
                                                                                   ----             ----
                                                                                   $96              $596
                                                                                   ===              ====

NOTE 8. In March 2002, we completed the disposition of our Bendix Commercial
Vehicle Systems (BCVS) business for approximately $350 million in cash and
securities resulting in a pretax gain of $125 million. In January 2002, we had
reached an agreement with Knorr-Bremse AG (Knorr) to transfer control of our
global interests in BCVS to Knorr. BCVS had sales and segment profit of
approximately $375 and $57 million, respectively, in 2001.

NOTE 9. SHAREOWNER LITIGATION - Honeywell and seven of its current and former
officers were named as defendants in several purported class action lawsuits
filed in the United States District Court for the District of New Jersey (the
Securities Law Complaints). The Securities Law Complaints principally allege
that the defendants violated federal securities laws by purportedly making false
and misleading statements and by failing to disclose material information
concerning Honeywell's financial performance, thereby allegedly causing the
value of Honeywell's stock to be artificially inflated. The purported class
period for which damages are sought is December 20, 1999 to June 19, 2000. On
January 15, 2002, the

                                       10

District Court dismissed the consolidated complaint against four of Honeywell's
current and former officers.

         In addition, Honeywell, seven of its current and former officers and
its Board of Directors were named as defendants in a purported shareowner
derivative action which was filed on November 27, 2000 in the United States
District Court for the District of New Jersey (the Derivative Complaint). The
Derivative Complaint alleged a single claim for breach of fiduciary duty based
on nearly identical allegations to those set forth in the Securities Law
Complaints. The District Court dismissed the Derivative Complaint with prejudice
on April 17, 2002.

         We believe that there is no factual or legal basis for the allegations
in the Securities Law Complaints and the Derivative Complaint. Although it is
not possible at this time to predict the result of these cases, we expect to
prevail. However, an adverse outcome could be material to our consolidated
financial position or results of operations. As a result of the uncertainty
regarding the outcome of this matter, no provision has been made in our
financial statements with respect to this contingent liability.

         ENVIRONMENTAL MATTERS - We are subject to various federal, state and
local government requirements relating to the protection of employee health and
safety and the environment. We believe that, as a general matter, our policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and personal injury to our employees and employees of our
customers and that our handling, manufacture, use and disposal of hazardous or
toxic substances are in accord with environmental laws and regulations. However,
mainly because of past operations and operations of predecessor companies, we,
like other companies engaged in similar businesses, have incurred remedial
response and voluntary cleanup costs for site contamination and are a party to
lawsuits and claims associated with environmental matters, including past
production of products containing toxic substances. Additional lawsuits, claims
and costs involving environmental matters are likely to continue to arise in the
future.

         With respect to environmental matters involving site contamination, we
continually conduct studies, individually at our owned sites, and jointly as a
member of industry groups at non-owned sites, to determine the feasibility of
various remedial techniques to address environmental matters. With respect to
environmental matters involving the production of products containing toxic
substances, we believe that the costs of defending and resolving such matters
will be largely covered by insurance, subject to deductibles, exclusions,
retentions and policy limits. It is our policy to record appropriate liabilities
for environmental matters when environmental assessments are made or remedial
efforts or damage claim payments are probable and the costs can be reasonably
estimated. With respect to site contamination, the timing of these accruals is
generally no later than the completion of feasibility studies. We expect that we
will be able to fund expenditures for these matters from operating cash flow.
The timing of cash expenditures depends on a number of factors, including the
timing of litigation and settlements of personal injury and property damage
claims, insurance recoveries, regulatory approval of cleanup projects, remedial
techniques to be utilized and agreements with other parties.

         Although we do not currently possess sufficient information to
reasonably estimate the amounts of liabilities to be recorded upon future
completion of studies, litigation or settlements, and neither the timing nor the
amount of the ultimate costs associated with environmental matters can be
determined, they could be material to our consolidated results of operations.
However, considering our past experience, insurance coverage and reserves, we do
not expect that these matters will have a material adverse effect on our
consolidated financial position.

                                       11

         ASBESTOS MATTERS - Like more than a thousand other industial companies,
Honeywell is a defendant in personal injury actions related to asbestos. Our
involvement is limited because we did not mine or produce asbestos, nor did we
make or sell insulation products or other construction materials that have been
identified as the primary cause of asbestos-related disease in the vast majority
of claimants. Rather, we made several products that contained small amounts of
asbestos.

         Honeywell's Bendix Friction Materials business manufactured automotive
brake pads that included asbestos in an encapsulated form. There is a limited
group of potential claimants consisting largely of professional brake mechanics.
During the twenty-year period from 1981 through 2001, we have resolved
approximately 53,000 Bendix claims at an average cost per claim of one thousand
dollars. Honeywell has had no out-of-pocket costs for these cases since its
insurance deductible was satisfied many years ago. There are currently
approximately 48,000 claims pending and we have no reason to believe that the
historic rate of dismissal will change. We have $2 billion of insurance
remaining.

         Another source of claims is refractory products (high temperature
bricks and cement) sold largely to the steel industry in the East and Midwest by
North American Refractories Company (NARCO), a business we owned from 1979 to
1986. Less than 2 percent of NARCO's products contained asbestos.

         When we sold the NARCO business in 1986, we agreed to indemnify NARCO
with respect to personal injury claims for products that had been discontinued
prior to the sale (as defined in the sale agreement). NARCO retained all
liability for all other claims. NARCO has resolved approximately 176,000 claims
in the past 18 years at an average cost per claim of two thousand two hundred
dollars. Of those claims, 43 percent were dismissed on the ground that there was
insufficient evidence that NARCO was responsible for the claimant's asbestos
exposure. There are approximately 116,000 claims currently pending against
NARCO, including approximately 7 percent in which Honeywell is also named as a
defendant. During the past 18 years, Honeywell and our insurers have contributed
to the cost of the NARCO defense. We have in excess of $1.2 billion of insurance
remaining that can be specifically allocated to NARCO-related liability.

         On January 4, 2002, NARCO filed for reorganization under Chapter 11 of
the U.S. Bankruptcy Code. As a result, all of the claims pending against NARCO
are automatically stayed pending the reorganization of NARCO. In addition,
because the claims pending against Honeywell necessarily will impact the
liabilities of NARCO, because the insurance policies held by Honeywell are
essential to a successful NARCO reorganization, and because Honeywell has
offered to commit those policies to the reorganization, the bankruptcy court has
temporarily enjoined any claims against Honeywell, current or future, related to
NARCO. In connection with NARCO's bankruptcy filing, we paid NARCO's parent
company $40 million and have agreed to provide NARCO with up to $20 million in
financing. We have also agreed to pay $20 million to NARCO's parent company upon
the filing of a plan of reorganization for NARCO acceptable to Honeywell, and to
pay NARCO's parent company $40 million, and to forgive any outstanding NARCO
indebtedness, upon the confirmation and consummation of such a plan.

         We believe that, as part of the NARCO plan of reorganization, a trust
will be established for the benefit of all asbestos claimants, current and
future. Honeywell intends to contribute its insurance coverage (which is in
excess of $1.2 billion) to the trust in exchange for its indemnity obligation to
NARCO. If that trust is put in place and approved by the court as fair and
equitable, Honeywell as well as NARCO will be entitled to a permanent channeling
injunction barring all

                                       12

present and future individual actions in state or federal courts and requiring
all asbestos-related claims based on exposure to NARCO products to be made
against the federally-supervised trust. In our view, our existing insurance plus
the existing NARCO assets should be sufficient to fund the trust. There is no
assurance that a stay will remain in effect, that a plan of reorganization will
be proposed or confirmed, or that any plan that is confirmed will provide relief
to Honeywell.

         Although it is impossible to predict the outcome of pending or future
claims or the NARCO bankruptcy, in light of the nature of the potential
exposure, our experience over the past 20 years in resolving asbestos-related
claims, our insurance coverage, our existing reserves and the NARCO bankruptcy
proceeding, we do not believe that asbestos-related claims will have a material
adverse effect on our consolidated results of operations or financial position.

                                       13

                        Report of Independent Accountants

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

We have reviewed the accompanying consolidated balance sheet of Honeywell
International Inc. and its subsidiaries as of March 31, 2002, and the related
consolidated statements of income for each of the three-month periods ended
March 31, 2002 and 2001 and the consolidated statements of cash flows for the
three-month periods ended March 31, 2002 and 2001. These financial statements
are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

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

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of December
31, 2001, and the related consolidated statements of operations, of shareowners'
equity, and of cash flows for the year then ended (not presented herein), and in
our report dated February 7, 2002, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet information as of December 31, 2001,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Florham Park, NJ
May 7, 2002

                                       14

ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A. RESULTS OF OPERATIONS - FIRST QUARTER 2002 COMPARED WITH FIRST QUARTER 2001
   ---------------------------------------------------------------------------

     Net sales in the first quarter of 2002 were $5,199 million, a decrease of
$745 million, or 13 percent compared with the first quarter of 2001. The
decrease in sales is attributable to the following:

                                                     
                  Acquisitions                           - %
                  Divestitures                          (2)
                  Price                                 (2)
                  Volume                                (8)
                  Foreign exchange                      (1)
                                                       ---
                                                       (13)%
                                                       ===

     A discussion of net sales by reportable segment can be found in the Review
of Business Segments section below.

     Cost of goods sold of $4,116 and $4,973 million included repositioning and
other charges of $89 and $474 million in the first quarter of 2002 and 2001,
respectively. Cost of goods sold in the first quarter of 2001 also included $51
million of amortization of goodwill and indefinite-lived intangible assets. Such
amortization expense was excluded from cost of goods sold in the first quarter
of 2002 in conformity with SFAS No. 142, which we adopted effective January 1,
2002. Excluding such amortization expense and repositioning and other charges,
cost of goods sold was $4,027 and $4,448 million or 77.5 and 74.8 percent of
sales in the first quarter of 2002 and 2001, respectively. The increase in cost
of goods sold as a percent of sales in the first quarter of 2002 compared with
the first quarter of 2001 primarily resulted from substantially lower sales of
higher-margin commercial aftermarket products and services in our Aerospace
segment and lower volumes in our Specialty Materials segment. This increase was
partially offset by lower costs due to workforce reductions.

     Selling, general and administrative expenses of $617 and $768 million
included repositioning and other charges of $4 and $21 million in the first
quarter of 2002 and 2001, respectively. Excluding these charges, selling,
general and administrative expenses were $613 and $747 million or 11.8 and 12.6
percent of sales in the first quarter of 2002 and 2001, respectively. The
decrease in selling, general and administrative expenses as a percent of sales
in the first quarter of 2002 compared with the first quarter of 2001 principally
resulted from the impact of workforce reductions and a decline in discretionary
spending including travel and overtime.

     Retirement benefit (pension and other post retirement) plans cost increased
by $51 million in the first quarter of 2002 compared with the first quarter of
2001 due principally to the funding status of our pension plans. Future effects
on operating results will principally depend on pension plan investment
performance and other economic conditions.

     (Gain) on sale of non-strategic businesses of $125 million in the first
quarter of 2002 represented the pretax gain on the disposition of our Bendix
Commercial Vehicle Systems business.

     Equity in (income) loss of affiliated companies was income of $7 million in
the first quarter of 2002 compared with a loss of $103 million in the first
quarter of 2001. Equity in (income) loss of affiliated companies included

                                       15

repositioning and other charges of $3 and $95 million in the first quarter of
2002 and 2001, respectively. Excluding these charges, equity in (income) loss of
affiliated companies was income of $10 million in the first quarter of 2002
compared with a loss of $8 million in the first quarter of 2001. The increase of
$18 million in equity income in the first quarter of 2002 compared with the
first quarter of 2001 was due mainly to an improvement in earnings from our UOP
process technology joint venture and the accounting for the current quarter's
operating results of our Bendix Commercial Vehicle Systems business using the
equity method since control of the business was transferred to Knorr-Bremse AG
in January 2002.

     Other (income) expense, $16 million of income in the first quarter of 2002,
compared with income of $4 million in the first quarter of 2001. The first
quarter of 2001 included a net provision of $5 million consisting of a $6
million charge related to the redemption of our $200 million 5 3/4% dealer
remarketable securities and a $1 million credit recognized upon the adoption of
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended. Excluding this net provision,
other (income) expense was $9 million of income in the first quarter of 2001.
The increase of $7 million in other income in the first quarter of 2002 compared
with the first quarter of 2001 was due principally to lower minority interests.

     Interest and other financial charges of $87 million in the first quarter of
2002 decreased by $24 million, or 22 percent compared with the first quarter of
2001 due mainly to lower average debt outstanding and lower average interest
rates in the current period.

     The effective tax rate in both the first quarter of 2002 and 2001 included
the impact of repositioning and other charges. The effective tax rate in the
first quarter of 2002 also included the impact of the gain on the disposition of
our Bendix Commercial Vehicle Systems business. Excluding the impact of
repositioning and other charges in both periods and the gain on the disposition
of our Bendix Commercial Vehicle Systems business in the current quarter, the
effective tax rate was 26.5 percent in the first quarter of 2002 compared with
29.4 percent in the first quarter of 2001. The decrease in the effective tax
rate in the first quarter of 2002 related to the absence of non-deductible
goodwill amortization expense in the current quarter, foreign tax planning
strategies and favorable settlements of world-wide tax audits.

     Net income of $376 million, or $0.46 per share, in the first quarter of
2002 compared with net income of $41 million, or $0.05 per share, in the first
quarter of 2001. Adjusted for repositioning and other charges and the gain on
the disposition of our Bendix Commercial Vehicle Systems business, net income in
the first quarter of 2002 was $10 million, or $0.01 per share, lower than
reported. Adjusted for repositioning and other charges, net income in the first
quarter of 2001 was $374 million, or $0.46 per share, higher than reported. Net
income in the first quarter of 2002 decreased by 12 percent compared with the
first quarter of 2001 if both periods are adjusted to exclude the impact of
repositioning and other charges and the gain on the disposition of our Bendix
Commercial Vehicle Systems business. Assuming the provisions of SFAS No. 142 had
been adopted on January 1, 2001, adjusted net income in the first quarter of
2002 would have been 21 percent lower compared with the first quarter of 2001.

                                       16

Review of Business Segments
- ---------------------------

                                                                         Three Months Ended March 31,
                                                    ----------------------------------------------------------------
                                                              Net Sales                         Segment Profit
                                                    ------------------------------     -----------------------------
                                                       2002           2001                 2002              2001(2)
                                                       ----           ----                 ----              ----
                                                                                                 
Aerospace                                             $2,089         $2,411                $307              $451
Automation and Control Solutions                       1,609          1,748                 207               188
Specialty Materials                                      758            913                   8                38
Transportation and Power Systems                         726            860                  73                50
Corporate                                                 17             12                 (36)              (29)
                                                      ------         ------                ----              ----
                                                      $5,199         $5,944                 559               698
                                                      ======         ======                ----              ----
Gain on sale of non-
  strategic businesses                                                                      125                -
Equity in income (loss)
  of affiliated companies                                                                    10                (8)
Other income                                                                                 16                 9
Interest and other
  financial charges                                                                         (87)             (111)
Repositioning and other
  charges (1)                                                                               (96)             (595)
                                                                                           ----              ----
  Income (loss) before taxes                                                               $527              $ (7)
                                                                                           ====              ====

         (1)  In 2001 included cumulative effect adjustment of $1 million of
              income related to adoption of SFAS No. 133.

         (2)  Segment profit in the first quarter of 2001 included the pretax
              amortization of goodwill and indefinite-lived intangible assets of
              $51 million (Aerospace - $15 million, Automation and Control
              Solutions - $23 million, Specialty Materials - $8 million and
              Transportation and Power Systems - $5 million). Such amortization
              expense was excluded from segment profit for the first quarter of
              2002, in conformity with the provisions of SFAS No. 142.

         Aerospace sales of $2,089 million in the first quarter of 2002
decreased by $322 million, or 13 percent compared with the first quarter of
2001. This decrease principally resulted from substantially lower sales to both
commercial air transport aftermarket and original equipment (OE) customers as
the commercial aviation market continued to be adversely impacted by the
terrorist attacks on September 11, 2001 and general weakness in the economy.
Lower airplane deliveries by our OE customers, reduced flying hours by the
airlines, increased numbers of older parked airplanes and the airlines attempt
to preserve cash all contributed to lower sales by our commercial air transport
segment. Sales to our business and general aviation aftermarket customers
decreased substantially due mainly to a reduction in flying hours in the latter
part of 2001. Sales to our business and general aviation OE customers also
decreased substantially reflecting a decline in deliveries of regional and
business jet airplanes. This decrease was partially offset by higher sales to
military original equipment customers.

         Aerospace segment profit of $307 million in the first quarter of 2002
decreased by $144 million, or 32 percent compared with the first quarter of 2001
due mainly to substantially lower sales of higher-margin commercial aftermarket
products and services. This decrease was partially offset by lower costs
primarily from workforce reductions and a decline in discretionary spending.

                                       17

         Automation and Control Solutions sales of $1,609 million in the first
quarter of 2002 decreased by $139 million, or 8 percent compared with the first
quarter of 2001. Excluding the effects of foreign exchange, sales decreased by 7
percent. This decrease resulted primarily from significantly lower sales for our
Control Products business due mainly to weakness in industrial production. Sales
for our Service business were also moderately lower due primarily to general
weakness in the economy.

         Automation and Control Solutions segment profit of $207 million in the
first quarter of 2002 increased by $19 million, or 10 percent compared with the
first quarter of 2001. Excluding goodwill amortization expense in the first
quarter of 2001, segment profit in the first quarter of 2002 decreased by 2
percent compared with the first quarter of 2001. This decrease resulted
principally from the impact of lower sales volumes, mainly in our Control
Products and Service businesses, and higher raw material costs and pricing
pressures in all the segment's businesses. This decrease was partially offset by
the benefits of repositioning actions, mainly workforce reductions.

         Specialty Materials sales of $758 million in the first quarter of 2002
decreased by $155 million, or 17 percent compared with the first quarter of 2001
due to weakness in most of the segment's businesses. This decrease was driven by
a substantial decline in sales for our Electronic Materials and Advanced
Circuits businesses due to continued weakness in the electronics, semiconductors
and telecommunications markets. Sales also declined in our Nylon System and
Fluorines businesses due to lower demand and pricing pressures.

         Specialty Materials segment profit of $8 million in the first quarter
of 2002 decreased by $30 million, or 79 percent compared with the first quarter
of 2001. This decrease resulted primarily from lower sales volumes in our
Electronic Materials, Advanced Circuits and Nylon System businesses, and pricing
pressures mainly in our Nylon System and Performance Fibers businesses. This
decrease was partially offset by lower costs resulting from plant shutdowns and
workforce reductions.

         Transportation and Power Systems sales of $726 million in the first
quarter of 2002 decreased by $134 million, or 16 percent compared with the first
quarter of 2001. Excluding the effects of foreign exchange and the disposition
of our Bendix Commercial Vehicle Systems business, sales decreased by 2 percent.
This decrease was due mainly to lower sales for our Garrett Engine Boosting
Systems business due principally to a decline in automotive builds in Europe
partially offset by increased demand in Asia.

         Transportation and Power Systems segment profit of $73 million in the
first quarter of 2002 increased by $23 million, or 46 percent compared with the
first quarter of 2001 due principally to the effects of cost-structure
improvements, mainly workforce reductions, and other productivity actions across
all businesses in the segment.

B. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
   ----------------------------------------------------

         Total assets at March 31, 2002 were $24,193 million, a decrease of $33
million from December 31, 2001.

         We manage our businesses to maximize operating cash flows as the
principal source of our liquidity. Cash provided by operating activities of $405
million during the first quarter of 2002 increased by $158 million compared with
the

                                       18

first quarter of 2001. This increase was driven by an improvement in working
capital performance and lower pension income partially offset by higher spending
for repositioning actions, mainly severance.

         Cash used for investing activities of $52 million during the first
quarter of 2002 decreased by $181 million compared with the first quarter of
2001 due to a decrease in acquisition spending and the proceeds from the
disposition of our Bendix Commercial Vehicle Systems business. This decrease was
also driven by lower capital spending reflecting our intention to limit capital
spending at non-strategic businesses.

         We continuously assess the relative strength of each business in our
portfolio as to strategic fit, market position and profit contribution in order
to upgrade our combined portfolio and identify operating units that will most
benefit from increased investment. We identify acquisition candidates that will
further our strategic plan and strengthen our existing core businesses. We also
identify operating units that do not fit into our long-term strategic plan based
on their market position, relative profitability or growth potential. These
operating units are considered for potential divestiture, restructuring or other
repositioning action subject to regulatory constraints.

         Cash used for financing activities of $154 million during the first
quarter of 2002 increased by $18 million compared with the first quarter of 2001
due principally to higher net debt repayments in the current quarter. This
increase was partially offset by the absence of stock repurchases in the first
quarter of 2002. Total debt of $5,246 million at March 31, 2002 was $24 million
lower than at December 31, 2001.

Repositioning and Other Charges
- -------------------------------

         In the first quarter of 2002, we recognized a repositioning charge of
$65 million for the costs of actions designed to reduce our cost structure and
improve our future profitability. The components of the charge included
severance costs of $41 million, asset impairments of $11 million and other exit
costs of $13 million. Severance costs were related to announced workforce
reductions of approximately 1,100 manufacturing and administrative positions
principally in our Automation and Control Solutions and Specialty Materials
reportable segments. Asset impairments were principally related to manufacturing
plant and equipment held for sale and capable of being taken out of service and
actively marketed in the period of impairment, mainly in our Specialty Materials
reportable segment. Other exit costs principally consisted of lease termination
losses negotiated or subject to reasonable estimation mainly related to closed
facilities in our Automation and Control Solutions and Specialty Materials
reportable segments. These repositioning actions are expected to be completed by
December 31, 2002. Also, $12 million of previously established severance
accruals were returned to income in the first quarter of 2002, due principally
to higher than expected voluntary employee attrition resulting in reduced
severance liabilities in our Specialty Materials reportable segment.

         As disclosed in our 2001 Annual Report on Form 10-K, we recognized
repositioning charges totaling $1,016 million in 2001 ($297 million were
recognized in the three months ended March 31, 2001). The components of the
charges included severance costs of $727 million, asset impairments of $194
million and other exit costs of $95 million. Severance costs were related to
announced global workforce reductions of approximately 20,000 manufacturing and
administrative positions across all of our reportable segments of which
approximately 17,000 positions have been eliminated as of March 31, 2002. Also,
$119 million of previously established accruals, mainly for severance, were
returned to income in 2001 due principally to

                                       19

higher than expected voluntary employee attrition resulting in reduced severance
liabilities, principally in our Aerospace and Automation and Control Solutions
reportable segments.

         These repositioning actions are expected to generate incremental pretax
savings of over $760 million in 2002 compared with 2001 principally from planned
workforce reductions and facility consolidations. Cash expenditures for
severance and other exit costs necessary to execute these actions were $160
million in the first quarter of 2002 and were funded through operating cash
flows. Cash spending for severance and other exit costs necessary to execute the
repositioning actions will approximate $500 million in 2002 and will be funded
mainly though operating cash flows.

         In the first quarter of 2002, we recognized charges of $43 million
related to our Friction Materials business and a chemical manufacturing
facility. In 2001, we adopted a plan to dispose of our Friction Materials
business and held discussions with a potential acquiror of the business. As part
of these discussions we continued to evaluate the business for possible
impairment. As a result of this evaluation, we recognized an impairment charge
of $27 million in the first quarter of 2002 related to the write-down of
property, plant and equipment (classified as assets held for disposal in Other
Current Assets). We also recognized an asset impairment charge of $16 million
related to the planned shutdown of a chemical manufacturing facility in our
Specialty Materials reportable segment.

         In the first quarter of 2001, we recognized other charges consisting of
customer claims and settlements of contracts and contingent liabilities of $148
million and write-offs of receivables and inventories of $50 million. We also
recognized charges of $95 million related to an other than temporary decline in
value of an equity investment and an equity investee's loss contract. We also
redeemed our $200 million 5 3/4% dealer remarketable securities due 2011,
resulting in a loss of $6 million.

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

                                                                  Three Months
                                                                 Ended March 31,
                                                               -------------------
                                                                2002         2001
                                                                ----         ----
                                                                      
      Aerospace                                                 $ -          $ 80
      Automation and Control Solutions                           39           273
      Specialty Materials                                        25            84
      Transportation and Power Systems                           28            94
      Corporate                                                   4            65
                                                                ---          ----
                                                                $96          $596
                                                                ===          ====

                                       20

Report of Independent Accountants
- ---------------------------------

     The "Report of Independent Accountants'" included herein is not a "report"
or "part of a Registration Statement" prepared or certified by an independent
accountant within the meanings of Section 7 and 11 of the Securities Act of
1933, and the accountants' Section 11 liability does not extend to such report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        ----------------------------------------------------------

     See our 2001 Annual Report on Form 10-K (Item 7A). At March 31, 2002, there
has been no material change in this information.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
        -----------------

     See Note 9 on page 10 of this Form 10-Q.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

         (a) Exhibits.  The following exhibits are filed with this
             Form 10-Q:

                  10.25   Employment Separation Agreement and Release dated
                          February 18, 2002, between Honeywell and Dr. Barry
                          C. Johnson

                  15      Independent Accountants' Acknowledgment Letter
                          as to the incorporation of their report relating
                          to unaudited interim financial statements

         (b) Reports on Form 8-K. The following reports on Form 8-K were filed
             during the three months ended March 31, 2002.

             1. On February 19, 2002, a report was filed reporting the election
                of David M. Cote, as President, Chief Executive Officer and a
                member of the Board of Directors effective immediately, and the
                fact that Mr. Cote will become Chairman of the Board on June 30,
                2002.

             2. On March 4, 2002, a report was filed reporting an employment
                contract between Honeywell and Mr. Cote.

                                       21

                                   SIGNATURES

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

                                             Honeywell International Inc.

Date: May 8, 2002                        By: /s/ John J. Tus
                                             --------------------------------
                                             John J. Tus
                                             Vice President and Controller
                                             (on behalf of the Registrant
                                             and as the Registrant's
                                             Principal Accounting Officer)

                                       22

                                  EXHIBIT INDEX

    Exhibit Number                                Description

         2                                 Omitted (Inapplicable)

         3                                 Omitted (Inapplicable)

         4                                 Omitted (Inapplicable)

         10.25*                            Employment Separation Agreement
                                           and Release dated February
                                           18, 2002, between Honeywell
                                           and Dr. Barry C. Johnson

         11                                Omitted (Inapplicable)

         15                                Independent Accountants'
                                           Acknowledgment Letter as to
                                           the incorporation of their
                                           report relating to unaudited
                                           interim financial statements

         18                                Omitted (Inapplicable)

         19                                Omitted (Inapplicable)

         22                                Omitted (Inapplicable)

         23                                Omitted (Inapplicable)

         24                                Omitted (Inapplicable)

         99                                Omitted (Inapplicable)

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

                                       23

                                                                   EXHIBIT 10.25

[HONEYWELL LOGO]                                                      Memorandum

Date:    February 13, 2002

To:      Barry C. Johnson

From:    Donald J. Redlinger

Subject: Employment Separation Agreement and Release

This Employment Separation Agreement and Release ("Agreement and Release")
confirms our mutual understanding regarding your rights and benefits incident to
your termination of employment with Honeywell International Inc., its
predecessor companies, affiliates, subsidiaries and business units, past and
present ("Honeywell" or the "Company"). By signing this Agreement and Release,
you hereby acknowledge that these benefits are in full satisfaction of all
rights to termination or severance related benefits for which you may have been
eligible or may claim to be eligible under any agreement or promise, to include
the Honeywell International Inc. Severance Plan for Senior Executives ("Senior
Severance Plan"), whether written or oral, express or implied, or any Company
sponsored severance plan or program.

Date of Termination

You have previously agreed to your separation from service from the Company.
Accordingly, your last day of active employment will be February 28, 2002.

Vacation Pay

Unused current year accrued vacation pay shall be paid periodically in
accordance with your normal pay cycle. You are entitled to 3 days of unused
current year accrued vacation pay. Current year vacation pay ceases to accrue as
of your last day of active employment.

After your current year accrued vacation, you shall be entitled to 20 days of
pay attributable to your grandfathered vacation transition amount. Your
grandfathered vacation transition amount shall be paid periodically in
accordance with your normal pay cycle ("Grandfathered Vacation Period").

Severance Pay

Based on the Senior Severance Plan, you would be entitled to $2,752,500 as part
of your severance package. However, you are obligated to the Company for
$1,071,268 due to a Supplemental Executive Retirement Plan ("SERP") overfunding
and $736,287.98 for an outstanding tax loan. Therefore, the net amount due to
you is $944,944.02, hereinafter

                                     Page 1

referred to as the "Final Salary Continuation Amount". See Exhibit A for a
detailed summary. Provided you sign and return this Agreement and Release in the
form provided to you, at the end of your Grandfathered Vacation Period you shall
receive 36 months of base salary continuation ("Salary Continuation Period") at
the annualized rate of $314,981.34. The determination of the annualized rate is
explained in detail hereinafter in this Agreement. Your Salary Continuation
Period shall extend from April 3, 2002 through April 2, 2005. The period
commencing on the day following your last day of active employment and ending on
the last day of your Salary Continuation Period is referred to herein as the
"Benefit Period".

The Company reserves the right in its sole discretion to continue your salary,
but not at a rate in excess of the annualized rate of $314,981.34, and/or
certain benefits while you review this Agreement and Release, provided that this
salary and benefits continuation shall in no event be construed as a waiver by
the Company of the provision in the Senior Severance Plan making benefits
contingent on execution of a release of claims in favor of the Company. You
agree that the salary continuation and benefits continuation you receive during
the review period will be credited against the salary continuation and benefits
continuation described in the Agreement and Release. If you choose not to sign
and return this Agreement and Release in the form provided to you, then you will
be required to reimburse the Company for any Consideration (as hereinafter
defined) paid to you hereunder.

All vacation and base salary continuation benefits are subject to federal, state
and other applicable taxes and withholdings.

Group Insurance Coverage

Provided you sign and return the Agreement and Release in the form provided to
you, you may elect to retain your coverage in the Company's group insurance
plans for active employees through the end of the month in which your Benefit
Period ends, except as otherwise provided below. The employee share of any
premiums shall automatically be deducted from your salary continuation amounts
unless you notify us, in writing, that you wish to cancel your insurance
coverage. Notwithstanding any provision herein to the contrary, eligibility for
short-term disability coverage, long-term disability coverage and any business
travel insurance that you may have will terminate as of your last day of active
employment. You may elect to retain any Group Universal Life Insurance Program
(GUL) coverage you have through your Benefit Period. If you wish to continue
your GUL insurance beyond the Benefit Period on a direct pay basis, you can
contact CIGNA at 800-243-3264.

As noted above, your active Honeywell group health insurance coverage will
expire on April 30, 2005. At that time, you may elect to continue your group
medical and dental insurance coverage pursuant to the federal COBRA law,
assuming you have not allowed this coverage to expire during the Benefit Period.
Honeywell's COBRA administrator will be contacting you at the end of your
Benefit Period to provide you with further details and election forms. COBRA
coverage is totally employee paid and is generally available at the rate of one
hundred two percent (102%) of the applicable premium.

                                     Page 2

Flexible Spending Accounts

Provided you sign and return this Agreement and Release in the form provided to
you, you may elect to retain your coverage in the Company's Section 125 plan,
including both health and dependent care flexible spending accounts, through the
end of the month in which your Benefit Period ends. Any amounts you elect to
contribute to a flexible spending account shall automatically be deducted from
your vacation pay or base salary continuation amounts. If, at the time you cease
to be treated as an active employee for Section 125 plan purposes, you are
eligible to continue coverage in your health flexible spending account pursuant
to the federal COBRA law, you will be notified by the Company's COBRA
administrator.

Honeywell Savings Plan and Supplemental Savings Plan

You have a non-forfeitable right to your entire account balance, including your
Company match account, in the Honeywell Savings and Ownership Plan I (the
"Savings Plan"). You also have a non-forfeitable right to your account (if any)
in the Honeywell Supplemental Savings Plan. You may continue to participate in
the Savings Plan and the Honeywell Supplemental Savings Plan during your Benefit
Period to the extent otherwise permissible under applicable law. Your current
deductions will continue until the end of your Benefit Period unless you decide
to change or terminate your contributions. At the end of your Benefit Period,
you will receive information relating to the distribution of your Savings Plan
account balance, if any. Your account (if any) in the Honeywell Supplemental
Savings Plan will be paid to you in accordance with your previous payment
election(s).

Loan payments, if any, will continue to be withheld during your Benefit Period.
At the end of your Benefit Period you will have 90 days in which to repay any
loan or it will default and be treated as taxable income, subject to regular
taxes and an additional early withdrawal penalty (unless an exception to such
early withdrawal penalty applies).

Pension Plans

You participated in Honeywell's Retirement Earnings Plan. However, you have not
vested in this benefit and therefore no retirement benefit is payable from this
plan.

You also participated in the Honeywell International Supplemental Executive
Retirement Plan ("SERP"). In December 2000, $1,400,000 was funded by the Company
in your name in order to provide you with this SERP benefit. You are eligible to
receive a SERP benefit in accordance with the terms of your pension letter dated
December 17, 2001. The annual SERP benefit amount at age 60 is $36,139, which is
increased at 5% per year until the end of your Salary Continuation Period. The
amount payable on May 1, 2005, following your Salary Continuation Period, is
$39,685.08 per year. The value of this SERP benefit in the form of a lump sum
payment is $394,732, based upon a payment date of April 4, 2002. This lump sum
has been determined using the interest rate and

                                     Page 3

mortality assumptions that are currently in effect under the SERP. In lieu of
receiving this SERP benefit in the form described above, a lump sum payment will
be made to you as part of the transfer of funds from your Escrow Account (see
below).

Honeywell will also reimburse you for reasonable accountants' fees related to
the above transaction.

Escrow Account

In order to provide for your retirement benefit under the SERP, in December,
2000, the Company funded an escrow account in the amount of $1,400,000. Upon
re-calculation it was determined that this account was funded in excess of what
was necessary in order to provide you with the SERP benefit described above.

In addition, the Company provided to you two loans, in the amounts of $576,940
and $112,000, in order for you to meet your tax obligations incident to the
funding of this SERP benefit. The excess funding, combined with the loan
repayment and interest accrued, result in an obligation from you to the Company.
In consideration of the cancellation of this obligation, you agree to accept the
Final Salary Continuation Amount of $944,944.02 (see Exhibit A). Furthermore,
you will receive a lump sum payment of the entire value of your portion of the
SERP escrow account ($1,400,000 plus interest) payable to you no earlier than
the first day of your Salary Continuation Period, April 3, 2002.

Short-Term Incentive Compensation Plan

For the year 2001, your incentive award will be based upon individual and
company performance and your ICP target of 75%. The Company reserves sole
discretion regarding the amount and payment, of any bonus attributable to all or
any portion of the calendar year ending December 31, 2001. If the Corporation
elects to award you a bonus with respect to all or any portion of such calendar
year, it will be paid in accordance with the provisions of the AlliedSignal Inc.
Incentive Compensation Plan for Executive Employees during March 2002. Any such
bonus shall not include any period for which you have already received or will
receive a short-term incentive compensation award.

During your Salary Continuation Period, you will not be eligible for a
short-term incentive compensation award in accordance with the terms of the
Senior Severance Plan. Rather, the dollar value of a short-term incentive
compensation award was incorporated into the Final Salary Continuation Amount
(see Exhibit A).

Stock Options

You currently have 132,000 vested stock options and an additional 168,000 will
vest as scheduled. You may exercise the vested stock options in accordance with
the following schedule:

                                     Page 4

- -----------------------------------------------------
                                #
    Grant       Exercise    Vested as     Term to
    Date         Price      of 4/2/02     Exercise
- -----------------------------------------------------
                                  
   7/21/00       $35.29      92,000        4/2/05
- -----------------------------------------------------
   7/16/01       $36.27      40,000        4/2/05
- -----------------------------------------------------
    Total                    132,000
- -----------------------------------------------------

o  Treatment of the following unvested options:

- ----------------------------------------------------------------------------------------------------------------------
                                #
    Grant       Exercise    Unvested                                                          Options to    Term to
    Date         Price      on 4/2/02                        Comments                            Vest       Exercise
- ----------------------------------------------------------------------------------------------------------------------
                                                                                            
   7/21/00       $35.29      138,000    o    Will vest as scheduled, 69,000 on 7/21/02        138,000       4/2/05
                                             and 69,000 on 7/21/03
- ----------------------------------------------------------------------------------------------------------------------
   7/21/00       $35.29      50,000     o    Forfeit all on 4/2/02 (EPS Performance               0            NA
                                             Options)
- ----------------------------------------------------------------------------------------------------------------------
   7/16/01       $36.27      60,000     o    Will vest as scheduled, 30,000 on 1/1/03          30,000       4/2/05
                                             and forfeit 30,000 on 4/2/02
- ----------------------------------------------------------------------------------------------------------------------
          Total              248,000                                                          168,000
- ----------------------------------------------------------------------------------------------------------------------

You may access your stock option account via the internet at
www.benefitaccess.com, via the Honeywell Intranet, or by contacting the
Honeywell Stock Option Service Center at Salomon Smith Barney at 1-888-723-3391.

Restricted Units

Your unvested restricted units will be treated as follows:

o    Restricted Units - the 15,000 time based restricted units will vest as
     scheduled on July 21, 2003.

o    Performance Restricted Units - the 15,000 performance contingent restricted
     units will be canceled on April 2, 2002 and Executive shall have no right
     to receive any payment in respect of such restricted units.

Deferred Incentive Compensation and Deferred Salary

Your eligibility to participate in the Deferred Incentive and Deferred Salary
programs will cease at the end of your Grandfathered Vacation Period. Any
deferred incentive compensation and deferred salary account balances, plus
interest, will be paid in accordance with your previous payment and change in
control elections. You will be vested in the premium interest rate for all your
deferred incentive compensation and deferred salary accounts.

Special Cash Retention Bonus

Your final retention bonus of $90,000 was integrated into the Final Salary
Continuation Amount and will not be paid separately to you on July 1, 2002 (see
Exhibit A).

                                     Page 5

Unemployment Insurance

You may be eligible for unemployment benefits. You should contact your local
unemployment office. The Company will not oppose an application for unemployment
benefits.

Executive Third Party Liability Insurance Coverage

Your participation in the Company-sponsored third-party liability insurance
coverage program will expire on your last day of active employment, February 28,
2002.

Flexible Perquisite Program

The dollar value of your right to the Company's flexible perquisite program
through the end of the calendar year is $37,500 based on three remaining
quarters of 2002. In lieu of receiving a quarterly flexible perquisite allowance
of $12,500 for the second, third and fourth quarters of 2002, the dollar value
of this benefit was incorporated into the Final Salary Continuation Amount (see
Exhibit A).

Other Officer Benefits and Perquisites

Your coverage under the Supplemental Long Term Disability and the Survivor
Benefit programs will end as of your last day of active employment, February 28,
2002.

Executive Outplacement

Executive outplacement assistance is available to you for up to 12 months,
ending February 28, 2003. The Company has several national agreements with
premier outplacement firms. Executive outplacement assistance will be
coordinated through your Human Resources office or by contacting Rob Novo, Human
Resources Corporate Functions, (973) 455-6520.

Consideration for the Release

The severance pay, continuation of group insurance plan participation during
your Salary Continuation Period, executive outplacement assistance and other
benefits specified in the Agreement and Release to which you would not otherwise
be entitled (the "Consideration") are all things of value that will be available
to you only in return for your signed Agreement and Release in the form provided
to you. If you choose not to sign this Agreement and Release in the form
provided to you, you will still receive the vacation pay described herein. Your
group insurance plan participation will generally end no later than the month in
which your last day of active employment falls. Other payments and benefits will
generally cease on your last day of active employment.

                                     Page 6

Contingencies

In order to receive the benefits under this Agreement and Release, you must
return this signed Agreement and Release to me at Honeywell International Inc.,
101 Columbia Road, Morristown, New Jersey 07962, no later than March 12, 2002.

Provided that you have signed and returned this Agreement and Release, in the
event of your death after your last day of active employment, payment of any
remaining salary continuation amounts owing under this Agreement and Release
will be made to your designated beneficiary or, if none, to your estate.
However, employee benefits continuation will generally cease effective with your
death.

In the event that before the end of your Benefit Period you accept a position
with the Company, all payments and benefits under this Agreement and Release
will terminate as of the date of your employment with the Company resumes. In
such event, all payments and benefits paid to you before you are reinstated or
rehired shall be considered to be valuable legal consideration to which you were
not otherwise entitled and the Release of Claims, Confidentiality and Dispute
Resolution provisions of this Agreement and Release shall remain in effect and
fully enforceable.

Subject to the preceding paragraph, your acceptance of a position with another
company will not affect your eligibility for benefits under this Agreement and
Release. However, the Company reserves the right to cancel your benefits in the
event that, either before or after your termination of employment, you (a) are
convicted of a felony, (b) commit any fraud or misappropriate property,
proprietary information, intellectual property or trade secrets of the Company
for personal gain or for the benefit of another party, (c) actively recruit and
offer employment to any management employee of the Company, (d) engage in
intentional misconduct substantially damaging to the property or business of the
Company, (e) make false or misleading statements about the Company or its
products, officers or employees to competitors or customers or potential
customers of the Company, or to current or former employees of the Company, or
(f) materially breach any of the terms of this Agreement and Release.

While receiving salary continuation benefits pursuant to this Agreement and
Release you will not be eligible to return to work at Honeywell as a Honeywell
employee, as a leased employee or as an independent contractor or consultant.
While receiving salary continuation benefits and for at least six months after
your Salary Continuation Period ends, you will not be eligible to return to work
at Honeywell as an employee of a Honeywell vendor.

Release Of Claims

In exchange for the Consideration, you, Barry C. Johnson, do hereby waive and do
hereby release, knowingly and willingly, Honeywell International Inc., its
future parent corporations, its predecessor companies, its past, present and
future divisions, subsidiaries, affiliates and related companies and their
successors and assigns and all

                                     Page 7

past, present and future directors, officers, employees and agents of these
entities, personally and as directors, officers, employees and agents
(collectively the "Honeywell Group"), from any and all claims of any nature
whatsoever you have arising out of your employment and/or the termination of
your employment with the Honeywell Group, known or unknown, including but not
limited to any claims you may have under federal, state or local employment,
labor, or anti-discrimination laws, statutes and case law and specifically
claims arising under the federal Age Discrimination in Employment Act, the Civil
Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act,
Executive Order 11246, the Employee Retirement Income Security Act, the Family
and Medical Leave Act, the Rehabilitation Act of 1973, the Fair Labor Standards
Act, the Labor-Management Relations Act, the Equal Pay Act and the Worker
Adjustment Retraining and Notification Act, the New Jersey Law against
Discrimination, as amended, the New Jersey Equal Pay Act, the New Jersey
Smokers' Rights Law, the New Jersey Family Leave Act, the New Jersey
Constitution, the New Jersey Conscientious Employee Protection Act, New Jersey
common law, Claims under the Arizona Civil Rights Act, Arizona Equal Pay Law,
the Arizona Constitution, Arizona common law and any and all other applicable
state, county or local ordinances, statutes or regulations and any and all other
applicable state, county or local statutes, ordinances or regulations and any
other applicable state, county or local law, ordinance or statute including
claims for attorneys' fees; provided, however, that this release does not apply
to claims for benefits under Honeywell Group sponsored benefit plans covered
under the Employee Retirement Income Security Act (other than claims for
severance benefits), does not apply to claims arising out of obligations
expressly undertaken in this Agreement and Release, and does not apply to claims
arising out of any act or omission occurring after the date you sign this
Agreement and Release. Any rights to benefits (other than severance benefits)
under Honeywell Group sponsored benefit plans are governed exclusively by the
written plan documents. You acknowledge and understand that you have accepted
the Consideration referenced in this Agreement and Release in full satisfaction
of all claims and obligations of the Honeywell Group to you regarding any matter
or incident up to the date you execute this Agreement and Release and you
affirmatively intend to be legally bound thereby.

You hereby agree and acknowledge that you are not entitled to receive any
additional payments or benefits from the Honeywell Group related to your
employment or termination of employment other than as expressly provided herein.

Cooperation and Nondisclosure

As further consideration for the benefits you receive under this Agreement and
Release, you agree to cooperate fully with the Company in any matters that have
given or may give rise to a legal claim against the Company, and of which you
are knowledgeable as a result of your employment with the Company. This requires
you, without limitation, to (1) make yourself available upon reasonable request
to provide information and assistance to the Company on such matters without
additional compensation, except for your out of pocket costs, (2) maintain the
confidentiality of all Company privileged or confidential information including,
without limitation, attorney-client privileged

                                     Page 8

communications and attorney work product, unless disclosure is expressly
authorized by the Company's law department, and (3) notify the Company promptly
of any requests to you for information related to any pending or potential legal
claim or litigation involving the Company, reviewing any such request with a
designated representative of the Company prior to disclosing any such
information, and permitting a representative of the Company to be present during
any communication of such information.

Confidentiality

You, Barry C. Johnson, agree not to disclose or cause any other person to
disclose to third parties, including employees of the Company, the terms of this
Agreement and Release; provided, however, that you have the right to disclose
the terms of this Agreement and Release to your spouse, your financial/tax
advisor and your attorney and in response to a governmental inquiry, including a
governmental tax audit or a judicial subpoena. You understand that your breach
of this confidentiality provision shall excuse the Company from performing
further under this Agreement and Release, and the Company shall be entitled to
repayment of the Consideration provided hereunder upon demand. You agree that
neither this Agreement and Release nor any version of this Agreement and Release
shall be admissible in any forum as evidence against the Company or you except
in a proceeding to enforce this Agreement and Release. This Agreement and
Release does not constitute an admission of wrongdoing by either party.

You acknowledge and agree that any agreements signed by you relating to
intellectual property and confidential information acquired by you as a result
of your employment with the Company remain in full force and effect and place
legal obligations upon you that continue beyond your employment with the
Company. Exhibit B attached hereto and made a part hereof sets forth, in all
material respects, the confidentiality covenants you have made with respect to
knowledge acquired during your employment with the Company. You acknowledge and
agree that you are reaffirming those covenants as part of this Agreement and
Release. Exhibit C attached hereto and made a part hereof sets forth, in all
material respects, your acknowledgement of your obligations upon termination of
employment regarding Intellectual Property and Confidential Material.

Dispute Resolution

In the event of any claim regarding or dispute over the enforceability of this
Agreement and Release or any part thereof (other than determinations under ERISA
benefit plans), the parties agree to submit such dispute or claim to binding
arbitration in Morristown, New Jersey or the closest American Arbitration
Association to Morristown, New Jersey; provided, however, that this provision is
expressly not intended to apply to any dispute covered by a claims appeal
procedure contained in any ERISA plan document (other than a severance plan
document). New Jersey law will apply to any dispute or claim regarding this
Agreement or Release. To be timely filed, any such claim or dispute must be
submitted to the Company for binding arbitration within the limitations period
set by applicable federal or state law. The arbitrator shall be chosen by mutual
agreement between you and the Company from among available arbitrators
recommended by the

                                     Page 9

American Arbitration Association. The arbitration hearing will take place with
all due speed. The arbitrator shall render an award within 30 days of the
arbitration hearing. The arbitrator shall have no power to amend, add to or
subtract from this Agreement and Release. The award shall be admissible in any
court or agency action seeking to enforce or render unenforceable this Agreement
and Release or any portion thereof. The party determined by the Arbitrator(s) to
have breached this Agreement or Release shall pay the legal fees of the
non-breaching party.

Severability; Entire Agreement; No Oral Modifications; No Waivers

Should any of the provisions of this Agreement and Release (other than the
Release of Claims provision) be determined to be invalid by a court of competent
jurisdiction, the parties agree that this shall not affect the enforceability of
the other provisions of the Agreement and Release. In such case, the parties
shall renegotiate the invalidated provision(s) in good faith to effectuate
its/their purpose and to conform the provision(s) to applicable law. This
Agreement and Release constitutes a single integrated contract expressing the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous oral and written agreements and
discussions with respect to the subject matter hereof. This Agreement and
Release may be amended or modified only by an agreement in writing. The failure
by the Company to declare a breach or otherwise to assert its rights under this
Agreement and Release shall not be construed as a waiver of any right the
Company has under this Agreement and Release.

                                     Page 10

Acknowledgments And Certifications

You, Barry C. Johnson, acknowledge and certify that you:

(a)   have read and understand all of the terms of this Agreement and Release
      and do not rely on any representation or statement, written or oral, not
      set forth in this Agreement and Release;

(b)   have had a reasonable period of time to consider this Agreement and
      Release;

(c)   are signing this Agreement and Release knowingly and voluntarily;

(d)   have been advised to consult with an attorney before signing this
      Agreement and Release;

(e)   have the right to consider the terms of this Agreement and Release for 21
      days and if you take fewer than 21 days to review this Agreement and
      Release, you hereby waive any and all rights to the balance of the 21 day
      review period; and

(f)   have the right to revoke this Agreement and Release within seven days
      after signing it, by providing written notice of revocation to Donald J.
      Redlinger. If you revoke this Agreement and Release during this seven-day
      period, it becomes null and void in its entirety.

THIS IS A LEGALLY ENFORCEABLE DOCUMENT.

                                             HONEYWELL INTERNATIONAL INC.

/s/ Barry C. Johnson                         By: /s/ Donald J. Redlinger
- --------------------                             ------------------------
Barry C. Johnson                                  Donald J. Redlinger
                                                  Senior Vice President
                                                  Human Resources

Dated: February 18, 2002                     Dated: February 18, 2002

                                     Page 11

                                                                      EXHIBIT 15

May 7, 2002

Securities and Exchange Commission
450 Fifth Street
Washington, D.C.  20549

Commissioners:

We are aware that our report dated May 7, 2002 on our review of interim
financial information of Honeywell International Inc. (the "Company") as of and
for the period ended March 31, 2002 and included in the Company's quarterly
report on Form 10-Q for the quarter then ended is incorporated by reference in
the Company's Registration Statements on Forms S-8 (Nos. 33-09896, 33-51455,
33-55410, 33-58347, 333-57509, 333-57515, 333-57517, 333-57519, 333-83511,
333-88141, 333-31370, 333-34764, 333-49280, 333-57866, 333-57868 and 333-57870),
on Forms S-3 (Nos. 33-14071, 33-55425, 333-22355, 333-49455, 333-68847,
333-74075, 333-34760, 333-45466 and 333-86874) and on Form S-4 (No. 333-82049).

Very truly yours,

PricewaterhouseCoopers LLP