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, 2005
OR
o       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                 to                
Commission file number 1-8974
Honeywell International Inc.
(Exact name of registrant as specified in its charter)
 
 	Delaware
(State or other jurisdiction of
incorporation or organization)	 	22-2640650
(I.R.S. Employer
Identification No.)	 	
 	 	 	 	 	
 	101 Columbia Road
Morris Township, New Jersey
(Address of principal executive offices) 	 	
07962
(Zip Code)	 	
(973) 455-2000
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes x No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class of Common Stock	 	Outstanding at
March 31, 2005	
$1 par value	 	853,029,624 shares	

 

Honeywell International Inc.
Index
 
 	 	 	 	 	Page No.	
 	 	 	 	 	 	
Part I.	 	–	 	Financial Information	 	 	
 	 	 	 	 	 	
 	 	Item 1.	 	Financial Statements:	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Consolidated Statement of Operations - Three Months Ended March 31, 2005 and 2004	3	 	
 	 	 	 	 	 	 	
 	 	 	 	Consolidated Balance Sheet - March 31, 2005 and December 31, 2004	4	 	
 	 	 	 	 	 	 	
 	 	 	 	Consolidated Statement of Cash Flows - Three Months Ended March 31, 2005 and 2004	5	 	
 	 	 	 	 	 	 	
 	 	 	 	Notes to Financial Statements	6	 	
 	 	 	 	 	 	 	
 	 	 	 	Report of Independent Registered Public Accounting Firm	22	 	
 	 	 	 	 	 	 	
 	 	Item 2.	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23	 	
 	 	 	 	 	 	 	
 	 	Item 3.	 	Quantitative and Qualitative Disclosures About Market Risk	32	 	
 	 	 	 	 	 	 	
 	 	Item 4.	 	Controls and Procedures	32	 	
 	 	 	 	 	 	 	
Part II.	 	–	 	Other Information	 	 	
 	 	 	 	 	 	 	
 	 	Item 1.	 	Legal Proceedings	33	 	
 	 	 	 	 	 	 	
 	 	Item 4.	 	Submission of Matters to a Vote of Security Holders	33	 	
 	 	 	 	 	 	 	
 	 	Item 6.	 	Exhibits	34	 	
 	 	 	 	 	 	 	
Signatures	 	 	35	 	

______________ 
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 Statement of Operations
(Unaudited)
 
 	 	Three Months Ended 
March 31,	 	
 	 	2005	 	2004	 	
 	 	(Dollars in millions,
except per share amounts)	 	
 	 	 	 	 	 	 	 	
Product sales 	 	$	5,188	 	$	4,939	 	
Service sales 	 	 	1,265	 	 	1,239	 	
	 	 	6,453	 	 	6,178	 	
 	 	 	 	 	 	 	 	
Costs, expenses and other	 	 	 	 	 	 	 	
Cost of products sold 	 	 	4,169	 	 	4,021	 	
Cost of services sold 	 	 	916	 	 	909	 	
Selling, general and administrative expenses 	 	 	854	 	 	808	 	
(Gain) loss on sale of non-strategic businesses 	 	 	(8	)	 	(32	)	
Equity in (income) loss of affiliated companies 	 	 	(31	)	 	(7	)	
Other (income) expense 	 	 	(24	)	 	(10	)	
Interest and other financial charges 	 	 	91	 	 	84	 	
	 	 	5,967	 	 	5,773	 	
 	 	 	 	 	 	 	 	
Income before taxes 	 	 	486	 	 	405	 	
Tax expense 	 	 	127	 	 	110	 	
 	 	 	 	 	 	 	 	
Net income 	 	$	359	 	$	295	 	
 	 	 	 	 	 	 	 	
Earnings per share of common stock – basic 	 	$	0.42	 	$	0.34	 	
 	 	 	 	 	 	 	 	
Earnings per share of common stock – assuming dilution 	 	$	0.42	 	$	0.34	 	
 	 	 	 	 	 	 	 	
Cash dividends per share of common stock 	 	$	.20625	 	$	.1875	 	

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

3

Honeywell International Inc.
Consolidated Balance Sheet
(Unaudited)
 
 	 	March 31,
2005 	 	December 31,
2004	 	
 	 	(Dollars in millions)	 	
ASSETS	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	
Cash and cash equivalents 	 	$	4,096	 	$	3,586	 	
Accounts, notes and other receivables 	 	 	4,424	 	 	4,243	 	
Inventories 	 	 	3,391	 	 	3,160	 	
Deferred income taxes 	 	 	1,269	 	 	1,289	 	
Other current assets 	 	 	491	 	 	542	 	
Assets held for disposal 	 	 	1,242	 	 	–	 	
Total current assets 	 	 	14,913	 	 	12,820	 	
 	 	 	 	 	 	 	 	
Investments and long-term receivables 	 	 	482	 	 	542	 	
Property, plant and equipment – net 	 	 	4,386	 	 	4,331	 	
Goodwill 	 	 	7,575	 	 	6,013	 	
Other intangible assets – net 	 	 	1,242	 	 	1,241	 	
Insurance recoveries for asbestos related liabilities 	 	 	1,476	 	 	1,412	 	
Deferred income taxes 	 	 	611	 	 	613	 	
Prepaid pension benefit cost 	 	 	2,902	 	 	2,985	 	
Other assets 	 	 	1,073	 	 	1,105	 	
Total assets 	 	$	34,660	 	$	31,062	 	
 	 	 	 	 	 	 	 	
LIABILITIES	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	
Accounts payable 	 	$	2,644	 	$	2,564	 	
Short-term borrowings 	 	 	739	 	 	28	 	
Commercial paper 	 	 	340	 	 	220	 	
Current maturities of long-term debt 	 	 	948	 	 	956	 	
Accrued liabilities 	 	 	4,838	 	 	4,971	 	
Liabilities related to assets held for disposal 	 	 	242	 	 	–	 	
Due to Novar plc shareowners 	 	 	1,800	 	 	–	 	
Total current liabilities 	 	 	11,551	 	 	8,739	 	
 	 	 	 	 	 	 	 	
Long-term debt 	 	 	4,042	 	 	4,069	 	
Deferred income taxes 	 	 	447	 	 	397	 	
Postretirement benefit obligations other than pensions 	 	 	1,713	 	 	1,713	 	
Asbestos related liabilities 	 	 	2,029	 	 	2,006	 	
Other liabilities 	 	 	3,447	 	 	2,886	 	
 	 	 	 	 	 	 	 	
SHAREOWNERS’ EQUITY 	 	 	 	 	 	 	 	
Capital – common stock issued 	 	 	958	 	 	958	 	
             – additional paid-in capital 		 	3,584	 	 	3,574	 	
Common stock held in treasury, at cost 	 	 	(4,097	)	 	(4,185	)	
Accumulated other nonowner changes 	 	 	36	 	 	138	 	
Retained earnings 	 	 	10,950	 	 	10,767	 	
Total shareowners’ equity 	 	 	11,431	 	 	11,252	 	
 	 	 	 	 	 	 	 	
Total liabilities and shareowners’ equity 	 	$	34,660	 	$	31,062	 	

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,	 	
 	 	2005	 	2004	 	
 	 	(Dollars in millions)	 	
Cash flows from operating activities: 	 	 	 	 	 	 	 	
Net income 	 	$	359	 	$	295	 	
Adjustments to reconcile net income to net cash provided by operating activities: 	 	 	 	 	 	 	 	
(Gain) loss on sale of non-strategic businesses 	 	 	(8	)	 	(32	)	
Repositioning, environmental and litigation charges 	 	 	99	 	 	56	 	
Severance and exit cost payments 	 	 	(32	)	 	(50	)	
Environmental and non-asbestos litigation payments 	 	 	(43	)	 	(37	)	
Asbestos related liability payments 	 	 	(92	)	 	(101	)	
Insurance receipts for asbestos related liabilities 	 	 	9	 	 	18	 	
Depreciation and amortization 	 	 	167	 	 	167	 	
Undistributed earnings of equity affiliates 	 	 	(23	)	 	(8	)	
Deferred income taxes 	 	 	3	 	 	29	 	
Pension and other postretirement benefits expense 	 	 	137	 	 	160	 	
Other postretirement benefit payments 	 	 	(42	)	 	(48	)	
Other 	 	 	(6	)	 	(20	)	
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:	 	 	 	 	 	 	 	
Accounts, notes and other receivables 	 	 	(9	)	 	(168	)	
Inventories 	 	 	(85	)	 	(46	)	
Other current assets 	 	 	44	 	 	(14	)	
Accounts payable 	 	 	(13	)	 	75	 	
Accrued liabilities 	 	 	(136	)	 	61	 	
Net cash provided by operating activities 	 	 	329	 	 	337	 	
 	 	 	 	 	 	 	 	
Cash flows from investing activities: 	 	 	 	 	 	 	 	
Expenditures for property, plant and equipment 	 	 	(135	)	 	(135	)	
Proceeds from disposals of property, plant and equipment 	 	 	1	 	 	–	 	
Decrease in investments 	 	 	285	 	 	80	 	
Cash acquired in acquisition of Novar plc 	 	 	86	 	 	–	 	
Cash paid for acquisitions 	 	 	(3	)	 	(96	)	
Proceeds from sales of businesses 	 	 	(5	)	 	71	 	
Net cash provided by (used for) investing activities 	 	 	229	 	 	(80	)	
 	 	 	 	 	 	 	 	
Cash flows from financing activities: 	 	 	 	 	 	 	 	
Net increase in commercial paper 	 	 	120	 	 	365	 	
Net (decrease) increase in short-term borrowings 	 	 	(2	)	 	3	 	
Proceeds from issuance of common stock 	 	 	67	 	 	26	 	
Payments of long-term debt 	 	 	(10	)	 	(20	)	
Repurchases of common stock 	 	 	–	 	 	(229	)	
Cash dividends on common stock 	 	 	(176	)	 	(161	)	
Net cash (used for) financing activities 	 	 	(1	)	 	(16	)	
 	 	 	 	 	 	 	 	
Effect of foreign exchange rate changes on cash and cash equivalents 	 	 	(47	)	 	9	 	
 	 	 	 	 	 	 	 	
Net increase in cash and cash equivalents 	 	 	510	 	 	250	 	
Cash and cash equivalents at beginning of year 	 	 	3,586	 	 	2,950	 	
Cash and cash equivalents at end of period 	 	$	4,096	 	$	3,200	 	
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 recurring adjustments, necessary to present fairly the financial position of Honeywell International Inc. and its consolidated subsidiaries at March 31, 2005 and the results of operations and cash flows for the three months ended March 31, 2005 and 2004. The results of operations for the three-month period ended March 31, 2005 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year 2005. 
We report our quarterly financial information using a calendar convention; that is, the first, second and third quarters are consistently reported as ending on March 31, June 30 and September 30, respectively. It has been our practice to establish actual quarterly closing dates using a predetermined “fiscal” calendar, which requires our businesses to close their books on a Saturday in order to minimize the potentially disruptive effects of quarterly closing on our business processes. The effects of this practice are generally not significant to reported results for any quarter and only exist within a reporting year. In the event that differences in actual closing dates are material to year-over-year comparisons of quarterly or year-to-date results, we will provide appropriate disclosures. Our actual quarterly closing dates for the three-month periods ended March 31, 2005 and 2004 were April 2, 2005 and April 3, 2004, respectively. Our fiscal closing calendar for the years 2000 through 2012 is available on our website at www.honeywell.com under the heading “Investor Relations”.
The financial information as of March 31, 2005 should be read in conjunction with the financial statements contained in our Annual Report on Form 10-K for 2004.
NOTE 2. In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R) requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. The cost is to be measured based on the fair value of the equity or liability instruments issued. In April 2005, the Securities and Exchange Commission adopted a new rule that amends the required effective date for SFAS 123R. The new rule allows companies to adopt SFAS 123R at the beginning of their next fiscal year that begins after June 15, 2005, instead of at the beginning of their first interim or annual reporting period that begins after June 15, 2005. We will adopt SFAS 123R effective January 1, 2006 and are currently assessing its impact on our 2006 consolidated financial statements.
In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143”, (FIN 47), which provides clarification with respect to the timing of liability recognition for legal obligations associated with the retirement of tangible long-lived assets when the timing and/or method of settlement are conditional on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. We are currently assessing the impact of FIN 47 on our consolidated financial statements.
NOTE 3. We account for our fixed stock option plans under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25). Under APB No. 25, there is no compensation cost recognized for our fixed stock option plans, because the options granted under these plans have an exercise price equal to the market value of the underlying stock at the grant date. Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based 

6

Compensation” (SFAS No. 123), as amended, allows, but does not require, companies to record compensation cost for fixed stock option plans using a fair value based method. As permitted by SFAS No. 123, we elected to continue to account for compensation cost for our fixed stock option plans using the intrinsic value based method under APB No. 25. See Note 2 for a discussion of recently issued rules regarding accounting for stock-based payments. The following table sets forth pro forma information as if compensation cost had been determined consistent with the requirements of SFAS No. 123.
 
	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Net income, as reported 	 	$	359	 	$	295	 	
Deduct: Total stock-based employee compensation cost determined under fair value method for fixed stock option plans, net of related tax effects 	 	 	(14	)	 	(9	)	
Pro forma net income 	 	$	345	 	$	286	 	
 	 	 	 	 	 	 	 	
Earnings per share of common stock: 	 	 	 	 	 	 	 	
Basic - as reported 	 	$	0.42	 	$	0.34	 	
Basic - pro forma 	 	$	0.40	 	$	0.33	 	
 	 	 	 	 	 	 	 	
Earnings per share of common stock: 	 	 	 	 	 	 	 	
Assuming dilution - as reported 	 	$	0.42	 	$	0.34	 	
Assuming dilution - pro forma 	 	$	0.40	 	$	0.33	 	
 	 	 	 	 	 	 	 	
The following sets forth fair value per share information, including related assumptions, used to determine compensation cost consistent with the requirements of SFAS No. 123: 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
Weighted average fair value per share of options granted during the period (estimated on grant date using Black-Scholes option-pricing model) 	 	$	10.73	 	$	10.44	 	
 	 	 	 	 	 	 	 	
Assumptions: 	 	 	 	 	 	 	 	
Historical dividend yield 	 	 	2.4	%	 	2.4	%	
Historical volatility 	 	 	35.3	%	 	38.1	%	
Risk-free rate of return 	 	 	3.7	%	 	2.4	%	
Expected life (years) 	 	 	5.0	 	 	5.0	 	

NOTE 4. On March 31, 2005, Honeywell declared it’s Offers for the entire issued and ordinary preference share capital of Novar plc (Novar) wholly unconditional and assumed control of Novar as of that date. The aggregate value of the Offers is approximately $2.4 billion (fully diluted for the exercise of all outstanding options), including the assumption of approximately $569 million of outstanding debt, net of cash. The payment for Novar’s share capital and the repayment of all of Novar’s existing debt is expected to occur in the second quarter of 2005 and will be funded with our existing cash resources. 
Novar had consolidated revenues of approximately $2.7 billion in 2004 and operates globally in three different businesses. Intelligent Building Systems (IBS) is a global business supplying electrical, electronic and control products and services to building operators, contractors and developers. The IBS business will be integrated into our Automation and Control Solutions segment and will enhance our offerings of security, fire and building controls products and services, particularly in the United Kingdom and Germany, and support our strategy of global growth of these businesses. Indalex Aluminum Solutions (Indalex) is a leading manufacturer of aluminum extrusions with a comprehensive 

7

network of plants across North America. Security Printing Services (Security Printing) is engaged in the printing of checks, other financial instruments, business forms and providing other check-related services for financial institutions, credit unions and their customers and members throughout the United States. We do not intend to hold the Indalex and Security Printing businesses in the long-term and are pursuing strategic alternatives for these businesses and, accordingly, these businesses have been classified as held for sale in our March 31, 2005 Consolidated Balance Sheet. 
Due to the timing of the closing date of the acquisition, the results of operations of Novar had no impact on the consolidated results of operations of Honeywell for the three months ended March 31, 2005. The pro forma results for Honeywell for each of the three-month periods ended March 31, 2005 and 2004, assuming the acquisition had been made at the beginning of 2004, would not be materially different from reported results. The following table presents the impact of the acquisition of Novar on our March 31, 2005 Consolidated Balance Sheet. The amounts shown reflect the reclassification of the assets and liabilities of the Indalex and Security Printing businesses to held for sale and the preliminary allocation of the purchase price to the acquired assets and liabilities of Novar. The finalization of the purchase price allocation will be completed as soon as possible once appraisals, valuations and other studies are completed. 
 
Cash 	 	$	86	 	
Accounts and other receivables 	 	 	345	 	
Inventories 	 	 	143	 	
Assets held for disposal 	 	 	1,242	 	
Investments and long-term receivables 	 	 	17	 	
Property, plant and equipment - net 	 	 	122	 	
Goodwill 	 	 	1,578	 	
Total assets 	 	$	3,533	 	
 	 	 	 	 	
Accounts payable 	 	$	(96	)	
Short-term borrowings 	 	 	(710	)	
Accrued liabilities 	 	 	(89	)	
Liabilities related to assets held for disposal 	 	 	(242	)	
Due to Novar shareowners 	 	 	(1,800	)	
Other liabilities 	 	 	(596	)	
Total liabilities 	 	$	(3,533	)	

The following table presents balance sheet information for the Indalex and Security Printing businesses acquired as part of the Novar transaction described above which are classified as held for sale in our March 31, 2005 Consolidated Balance Sheet.
 
Accounts and other receivables 	 	$	197	 	
Inventories 	 	 	84	 	
Other current assets 	 	 	41	 	
Investments and long-term receivables 	 	 	88	 	
Property, plant and equipment - net 	 	 	253	 	
Goodwill 	 	 	579	 	
Assets held for disposal 	 	$	1,242	 	
 	 	 	 	 	
Accounts payable 	 	$	(84	)	
Accrued liabilities 	 	 	(92	)	
Other liabilities 	 	 	(66	)	
Liabilities related to assets held for disposal 	 	$	(242	)	
 
8

NOTE 5. A summary of repositioning and other charges follows:
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Severance 	 	$	28	 	$	15	 	
Asset impairments 	 	 	2	 	 	4 	 	
Exit costs 	 	 	4	 	 	3	 	
Reserve adjustments 	 	 	(6	)	 	(7	)	
Total net repositioning charge 	 	 	28	 	 	15	 	
 	 	 	 	 	 	 	 	
Asbestos related litigation charges, net of insurance 	 	 	34	 	 	11 	 	
Other probable and reasonably estimable legal and environmental liabilities 	 	 	37	 	 	30	 	
 	 	 	 	 	 	 	 	
Total net repositioning and other charges 	 	$	99	 	$	56	 	

The following table summarizes the pretax distribution of total net repositioning and other charges by income statement classification:
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Cost of products and services sold	 	$	102	 	$	52	 	
Selling, general and administrative expenses	 	 	(3	)	 	2	 	
Equity in (income) loss of affiliated companies	 	 	–	 	 	2	 	
 	 	$	99	 	$	56	 	

The following table summarizes the pretax impact of total net repositioning and other charges by reportable segment:
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Aerospace 	 	$	2	 	$	1	 	
Automation and Control Solutions	 	 	15	 	 	3 	 	
Specialty Materials	 	 	2	 	 	4	 	
Transportation Systems	 	 	(10	)(a)  	 	18	 	
Corporate	 	 	90	 	 	30	 	
 	 	$	99	 	$	56	 	

 	(a)	Amount includes a repositioning charge of $8 million and a net asbestos related credit of $18 million. 	
In the first quarter of 2005, we recognized a repositioning charge of $34 million primarily for severance costs related to workforce reductions of 1,340 manufacturing and administrative positions across all of our reportable segments. Also, during the first quarter of 2005, $6 million of previously established accruals, primarily for severance at Corporate, were returned to income. The reversal of severance accruals relates primarily to changes in the scope of previously announced severance programs and for severance amounts previously paid to an outside service provider as part of an outsourcing arrangement which were refunded to Honeywell in the first quarter of 2005.
In the first quarter of 2004, we recognized a repositioning charge of $22 million primarily for severance costs related to workforce reductions of 587

9

manufacturing and administrative positions principally in our Automation and Control Solutions and Transportation Systems reportable segments. Also, $7 million of previously established accruals for severance and other exit costs were returned to income in the first quarter of 2004. Severance liabilities were reduced by $4 million mainly in our Automation and Control Solutions reportable segment due to fewer employee separations than originally planned associated with certain prior repositioning actions. Other exit costs liabilities were reduced by $3 million related primarily to excess environmental remediation reserves for a closed facility in our Specialty Materials reportable segment.
The following table summarizes the status of our total repositioning accruals:
 
 	 	Severance
Costs	 	Asset
Impairments	 	Exit
Costs	 	Total	 	
Balance at December 31, 2004 	 	$	97	 	$	–	 	$	19	 	$	116	 	
2005 charges 	 	 	28	 	 	2	 	 	4	 	 	34	 	
2005 usage 	 	 	(30	)	 	(2	)	 	(2	)	 	(34	)	
Adjustments 	 	 	(5	)	 	–	 	 	(1	)	 	(6	)	
Balance at March 31, 2005 	 	$	90	 	$	–	 	$	20	 	$	110	 	

In the first quarter of 2005, we recognized a charge of $37 million primarily for environmental liabilities deemed probable and reasonably estimable in the quarter. We also recognized a charge of $34 million for Bendix related asbestos claims filed and defense costs incurred during the first quarter of 2005, net of probable insurance recoveries. The asbestos related charge also included the net effect of a settlement of certain NARCO related pending asbestos claims, a Bendix related structured insurance settlement and write-offs of certain Bendix related insurance receivables. See Note 14 for further discussion.
In the first quarter of 2004, we recognized a charge of $30 million for environmental liabilities deemed probable and reasonably estimable in the quarter, including liabilities for environmental conditions around Onondaga Lake in New York. We also recognized a charge of $11 million for Bendix related asbestos claims filed and defense costs incurred during the first quarter of 2004, net of probable insurance recoveries. See Note 14 for further discussion.
NOTE 6. In the first quarter of 2005, we recognized a pretax gain of $8 million (after-tax $5 million) for post-closing adjustments related to the divestiture of our Security Monitoring business in the prior year.
In the first quarter of 2004, we sold our VCSEL Optical Products business in our Automation and Control Solutions reportable segment for cash proceeds of $74 million resulting in a pretax gain of $32 million (after-tax $14 million).

10

NOTE 7. The details of the earnings per share calculations for the three-month periods ended March 31, 2005 and 2004 follow:
 
 	 	Three Months 2005	 	Three Months 2004	 	
 	 	Basic	 	Assuming
Dilution	 	Basic	 	Assuming
Dilution	 	
Net income	 	$	359	 	$	359	 	$	295	 	$	295	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Average shares outstanding	 	 	852.5	 	 	852.5	 	 	860.5	 	 	860.5	 	
Dilutive securities issuable in connection with stock plans	 	 	–	 	 	3.9	 	 	–	 	 	3.6	 	
Total average shares outstanding	 	 	852.5	 	 	856.4	 	 	860.5	 	 	864.1	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings per share of common stock	 	$	0.42	 	$	0.42	 	$	0.34	 	$	0.34	 	

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, 2005 and 2004, the number of stock options not included in the computations were 18.3 and 38.7 million, respectively. These stock options were outstanding at the end of each of the respective periods.
NOTE 8. Accounts, notes and other receivables consist of the following:
 
 	 	March 31,
2005	 	December 31,
2004	 	
 	 	 	 	 	 	 	 	
Trade 	 	$	3,982	 	$	3,656	 	
Other 	 	 	588	 	 	724	 	
	 	 	4,570	 	 	4,380	 	
Less – Allowance for doubtful accounts 	 	 	(146	)	 	(137	)	
	 	$	4,424	 	$	4,243	 	

NOTE 9. Inventories consist of the following:
 
 	 	March 31,
2005	 	December 31,
2004	 	
Raw materials	 	$	1,381	 	$	1,153	 	
Work in process	 	 	777	 	 	779	 	
Finished products	 	 	1,384	 	 	1,382	 	
 	 	 	3,542	 	 	3,314	 	
Less – Progress payments	 	 	(21	)	 	(24	)	
        – Reduction to LIFO cost basis	 	 	(130	)	 	(130	)	
 	 	$	3,391	 	$	3,160	 	

11

NOTE 10. The change in the carrying amount of goodwill for the three months ended March 31, 2005 by reportable segment is as follows:
 
 	 	Dec. 31, 2004	 	Acquisitions	 	(Divestitures)	 	Currency
Translation
Adjustment	 	Mar. 31, 2005	 	
Aerospace 	 	$	1,721	 	$	9	 	$	–	 	$	(2	)	$	1,728	 	
Automation and Control Solutions 	 	 	2,954	 	 	1,570	(A) 	 	–	 	 	(5	)	 	4,519	 	
Specialty Materials 	 	 	779	 	 	–	 	 	–	 	 	(2	)	 	777	 	
Transportation Systems 	 	 	559	 	 	–	 	 	–	 	 	(8	)	 	551	 	
	 	$	6,013	 	$	1,579	 	$	–	 	$	(17	)	$	7,575	 	

(A) Includes initial goodwill amount of $1,578 million associated with the acquisition of Novar. Amount will be adjusted once appraisals, valuations and other studies are completed. See Note 4 for further details.
Intangible assets are comprised of:
 
 	 	March 31, 2005	 	December 31, 2004	 	
 	 	Gross
Carrying
Amount	 	Accumulated
Amortization	 	Net
Carrying
Amount	 	Gross
Carrying
Amount	 	Accumulated
Amortization	 	Net
Carrying
Amount	 	
Intangible assets with determinable lives: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Investments in Aerospace customer incentives 	 	$	957	 	$	(183	)	$	774	 	$	952	 	$	(176	)	$	776	 	
Patents and trademarks 	 	 	462	 	 	(307	)	 	155	 	 	445	 	 	(310	)	 	135	 	
Other 	 	 	504	 	 	(228	)	 	276	 	 	512	 	 	(219	)	 	293	 	
	 	 	1,923	 	 	(718	)	 	1,205	 	 	1,909	 	 	(705	)	 	1,204	 	
Trademark with indefinite life 	 	 	46	 	 	(9	)	 	37	 	 	46	 	 	(9	)	 	37	 	
	 	$	1,969	 	$	(727	)	$	1,242	 	$	1,955	 	$	(714	)	$	1,241	 	

Amortization expense related to intangible assets was $21 million for both the three months ended March 31, 2005 and 2004. Amortization expense related to intangible assets for 2005 to 2009 is expected to approximate $75 million each year. 
We completed our goodwill and intangible assets impairment testing for our reporting units as of March 31, 2005 and determined that there was no impairment as of that date.
NOTE 11. Total nonowner changes in shareowners’ equity consist of the following:
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Net income 	 	$	359	 	$	295	 	
Foreign exchange translation adjustments 	 	 	(111	)	 	15	 	
Change in fair value of effective cash flow hedges 	 	 	9	 	 	(1	)	
	 	$	257	 	$	309	 	

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NOTE 12. Segment financial data follows:
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Net Sales	 	 	 	 	 	 	 	
Aerospace	 	$	2,504	 	$	2,304	 	
Automation and Control Solutions	 	 	1,992	 	 	1,947	 	
Specialty Materials 	 	 	801	 	 	856	 	
Transportation Systems	 	 	1,156	 	 	1,071	 	
Corporate	 	 	–	 	 	–	 	
 	 	$	6,453	 	$	6,178	 	
 	 	 	 	 	 	 	 	
Segment Profit	 	 	 	 	 	 	 	
Aerospace	 	$	379	 	$	307	 	
Automation and Control Solutions	 	 	201	 	 	195	 	
Specialty Materials 	 	 	59	 	 	48	 	
Transportation Systems	 	 	155	 	 	143	 	
Corporate	 	 	(44	)	 	(39	)	
Total segment profit 	 	 	750	 	 	654	 	
Gain on sale of non-strategic businesses	 	 	8	 	 	32	 	
Equity in income of affiliated companies	 	 	31	 	 	7	 	
Other income 	 	 	24	 	 	10	 	
Interest and other financial charges	 	 	(91	)	 	(84	)	
Pension and other postretirement benefits (expense) (A)	 	 	(137	)	 	(160	)	
Repositioning, environmental and litigation charges (A)	 	 	(99	)	 	(54	)	
 	 	 	 	 	 	 	 	
Income before taxes	 	$	486	 	$	405	 	

(A)	Amount included in cost of products and services sold and selling, general and administrative expenses.	
NOTE 13. Net periodic pension and other postretirement benefits costs for our significant plans include the following components.
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Pension Benefits	 	 	 	 	 	 	 	
Service cost 	 	$	59	 	$	60	 	
Interest cost 	 	 	191	 	 	189	 	
Expected return on plan assets 	 	 	(265	)	 	(262	)	
Amortization of prior service cost	 	 	7	 	 	9	 	
Recognition of actuarial losses	 	 	95	 	 	102	 	
 	 	$	87	 	$	98	 	
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Other Postretirement Benefits	 	 	 	 	 	 	 	
Service cost 	 	$	5	 	$	5	 	
Interest cost	 	 	29	 	 	36	 	
Expected return on plan assets	 	 	–	 	 	–	 	
Amortization of prior service (credit)	 	 	(9	)	 	(9	)	
Recognition of actuarial losses	 	 	17	 	 	24	 	
 	 	$	42	 	$	56	 	

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Effective December 31, 2004, we adopted FASB Staff Position No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (FSP No. 106-2). FSP No. 106-2 provides guidance on accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) for employers that sponsor postretirement health care plans that provide prescription drug coverage that is at least actuarially equivalent to that offered by Medicare Part D. The impact of the Act reduced other postretirement benefits expense by approximately $12 million in the three months ended March 31, 2005. This decrease in other postretirement benefits expense resulted from lower amortization of actuarial losses of approximately $9 million due to the effect of the actuarial gain experienced from the impact of the Act and from lower interest cost of approximately $3 million. 
NOTE 14. COMMITMENTS AND CONTINGENCIES
ERISA Class Action Lawsuit - Honeywell and several of its current and former officers and directors are defendants in a purported class action lawsuit filed in the United States District Court for the District of New Jersey. The complaint principally alleges that the defendants breached their fiduciary duties to participants in the Honeywell Savings and Ownership Plan (the “Savings Plan”) by purportedly making false and misleading statements, failing to disclose material information concerning Honeywell’s financial performance, and failing to diversify the Savings Plan’s assets and monitor the prudence of Honeywell stock as a Savings Plan investment. Honeywell has agreed to settle this matter for $14 million plus an agreement to permit Savings Plan participants greater diversification rights. The settlement will be paid in full by Honeywell’s insurers. Final Court approval of the settlement is expected in the third quarter of 2005.
Environmental Matters – We are subject to various federal, state, local and foreign government requirements relating to the protection of the environment. We believe that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury and that our handling, manufacture, use and disposal of hazardous or toxic substances are in accord with environmental and safety laws and regulations. However, mainly because of past operations and operations of predecessor companies, we, like other companies engaged in similar businesses, have incurred remedial response and voluntary cleanup costs for site contamination and are a party to lawsuits and claims associated with environmental and safety matters, including past production of products containing toxic substances. Additional lawsuits, claims and costs involving environmental matters are likely to continue to arise in the future.
With respect to environmental matters involving site contamination, we continually conduct studies, individually or jointly with other potentially responsible parties, to determine the feasibility of various remedial techniques to address environmental matters. It is our policy to record appropriate liabilities for environmental matters when remedial efforts or damage claim payments are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our accruals. We expect to fund expenditures for these matters from operating cash flow. The timing of cash expenditures depends on a number of factors, including the timing of litigation and settlements of remediation liability, personal injury and property damage claims, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties.

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Although we do not currently possess sufficient information to reasonably estimate the amounts of liabilities to be recorded upon future completion of studies, litigation or settlements, and neither the timing nor the amount of the ultimate costs associated with environmental matters can be determined, they could be material to our consolidated results of operations or operating cash flows in the periods recognized or paid. However, considering our past experience and existing reserves, we do not expect that these environmental matters will have a material adverse effect on our consolidated financial position.
In February 2005, the Third Circuit Court of Appeals upheld the decision of the United States District Court for the District of New Jersey in the matter entitled Interfaith Community Organization, et al. v. Honeywell International Inc., et al., that a predecessor Honeywell site located in Jersey City, New Jersey constituted an imminent and substantial endangerment and ordered Honeywell to conduct the excavation and transport for offsite disposal of approximately one million tons of chromium residue present at the site. Provisions have been made in our financial statements for the cost of implementation of the excavation and offsite removal remedy, which is expected to take place over a five-year period. The cost of implementation is expected to be incurred evenly over that period. We do not expect implementation of the remedy to have a material adverse effect on our future consolidated results of operations, operating cash flows or financial position. The site at issue is one of twenty-one sites located in Jersey City, New Jersey which are the subject of an Administrative Consent Order (ACO) entered into with the New Jersey Department of Environmental Protection (NJDEP) in 1993. Remedial investigations and activities consistent with the ACO are underway at the other sites (the “Honeywell ACO Sites”).
On May 3, 2005, NJDEP filed a lawsuit in New Jersey Superior Court against Honeywell and two other companies seeking declaratory and injunctive relief, unspecified damages, and the reimbursement of unspecified total costs relating to sites in New Jersey allegedly contaminated with chrome ore processing residue. The claims against Honeywell relate to the activities of a predecessor company which ceased its New Jersey manufacturing operations in the mid-1950s. While the complaint is not entirely clear, it appears that approximately 100 sites are at issue, including 17 of the Honeywell ACO Sites, approximately 32 sites at which the other two companies have agreed to remediate under separate administrative consent orders, as well as approximately 53 other sites (identified in the complaint as the “Publicly Funded Sites”) for which none of the three companies have signed an administrative consent order. In addition to claims specific to each company, NJDEP claims that all three companies should be collectively liable for all the chrome sites based on a “market share” theory. In addition, NJDEP is seeking treble damages for all costs it has incurred or will incur at the Publicly Funded Sites. Honeywell has previously denied responsibility for the Publicly Funded Sites. Honeywell believes that it has no connection with either the sites covered by the other companies’ administrative consent orders or the Publicly Funded Sites and, therefore, we have no responsibility for those sites. At the Honeywell ACO Sites, we are conducting remedial investigations and activities consistent with the ACO; thus, we do not believe the lawsuit will significantly change our obligations with respect to the Honeywell ACO Sites. 
Although it is not possible at this time to predict the outcome of this matter, we believe that the allegations are without merit and we intend to vigorously defend against this lawsuit. We do not expect this matter to have a material adverse effect on our consolidated financial position. While we expect to prevail, an adverse litigation outcome could have a material adverse impact on our consolidated results of operations and operating cash flows in the periods recognized or paid.
In accordance with a 1992 consent decree with the State of New York, Honeywell is studying environmental conditions in and around Onondaga Lake (the Lake) in Syracuse, New York. The purpose of the study is to identify, evaluate and propose remedial measures that can be taken to remedy historic industrial contamination in the Lake. A predecessor company to Honeywell operated a chemical plant which is alleged to have contributed mercury and other contaminants to the 
 
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Lake. In November 2004, the New York State Department of Environmental Conservation (the DEC) issued its Proposed Plan for remediation of industrial contamination in the Lake. There will be a public comment period until May 1, 2005. The U.S. Environmental Protection Agency has issued a letter concurring with the Proposed Plan. The DEC is currently expected to issue its Record of Decision in July 2005.
The Proposed Plan calls for a combined dredging/capping remedy generally in line with the approach recommended in the Feasibility Study submitted by Honeywell in May 2004 (the May 2004 Feasibility Study). Although the Proposed Plan calls for additional remediation in certain parts of the Lake, it would not require the most extensive dredging alternatives described in the May 2004 Feasibility Study. The DEC’s aggregate cost estimate is based on the high end of the range of potential costs for major elements of the Proposed Plan and includes a contingency. The actual cost of the Proposed Plan will depend upon, among other things, the resolution of certain technical issues during the design phase of the remediation, expected to occur sometime in 2007 and beyond.
Based on currently available information and analysis performed by our engineering consultants, we have accrued for our estimated cost of implementing the remedy set forth in the Proposed Plan. Our estimating process considered a range of possible outcomes and amounts recorded reflect our best estimate at this time. We do not believe that this matter will have a material adverse impact on our consolidated financial position. Given the scope and complexity of this project, it is possible that actual costs could exceed estimated costs by an amount that could have a material adverse impact on our consolidated results of operations and operating cash flows in the periods recognized or paid. At this time, however, we cannot identify any legal, regulatory or technical reason to conclude that a specific alternative outcome is more probable than the outcome for which we have made provisions in our financial statements.
Asbestos Matters – Like many other industrial companies, Honeywell is a defendant in personal injury actions related to asbestos. We did not mine or produce asbestos, nor did we make or sell insulation products or other construction materials that have been identified as the primary cause of asbestos related disease in the vast majority of claimants. Products containing asbestos previously manufactured by Honeywell or by previously owned subsidiaries fall into two general categories; refractory products and friction products.
Refractory Products – Honeywell owned North American Refractories Company (NARCO) from 1979 to 1986. NARCO produced refractory products (high temperature bricks and cement) which were sold largely to the steel industry in the East and Midwest. Less than 2 percent of NARCO’s products contained asbestos.
When we sold the NARCO business in 1986, we agreed to indemnify NARCO with respect to personal injury claims for products that had been discontinued prior to the sale (as defined in the sale agreement). NARCO retained all liability for all other claims. NARCO had resolved approximately 176,000 claims through January 4, 2002, the date NARCO filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code, 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. As of the date of NARCO’s bankruptcy filing, there were approximately 116,000 remaining claims pending against NARCO, including approximately 7 percent in which Honeywell was also named as a defendant. Since 1983, Honeywell and our insurers have contributed to the defense and settlement costs associated with NARCO claims.
As a result of the NARCO bankruptcy filing, all of the claims pending against NARCO are automatically stayed pending the reorganization of NARCO. 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 the value of those policies to the reorganization, the bankruptcy court has temporarily enjoined any claims against Honeywell, current or future, related to NARCO, except one claim which is not material as to which the stay was lifted in August 2003. Although the stay has remained in effect continuously since January 4, 2002, there is no assurance that such stay will remain in effect. In 
 
16

connection with NARCO’s bankruptcy filing, we paid NARCO’s parent company $40 million and agreed to provide NARCO with up to $20 million in financing. We also agreed to pay $20 million to NARCO’s parent company upon the filing of a plan of reorganization for NARCO acceptable to Honeywell, and to pay NARCO’s parent company $40 million, and to forgive any outstanding NARCO indebtedness, upon the confirmation and consummation, respectively, of such a plan.
As a result of negotiations with counsel representing NARCO related asbestos claimants regarding settlement of all pending and potential NARCO related asbestos claims against Honeywell, we have reached definitive agreements with approximately 260,000 claimants, which represents in excess of 90 percent of the anticipated current claimants who are expected to file a claim as part of the NARCO reorganization process. We are also in discussions with the NARCO Committee of Asbestos Creditors and the Court-appointed legal representative for future asbestos claimants on Trust Distribution Procedures for NARCO. We believe that, as part of the NARCO plan of reorganization, a trust will be established pursuant to these Trust Distribution Procedures for the benefit of all asbestos claimants, current and future. If the trust is put in place and approved by the Court as fair and equitable, Honeywell as well as NARCO will be entitled to a permanent channeling injunction barring all present and future individual actions in state or federal courts and requiring all asbestos related claims based on exposure to NARCO products to be made against the federally-supervised trust. NARCO has deferred filing its plan of reorganization pending resolution of the bankruptcy proceedings related to one of its sister companies. We now expect the NARCO plan of reorganization and the NARCO trust to be approved by the Court later in 2005. As part of its ongoing settlement negotiations, Honeywell has reached agreement in principle with the representative for future NARCO claimants to cap its annual contributions to the trust with respect to future claims at a level that would not have a material impact on Honeywell’s operating cash flows. Given the substantial progress of negotiations between Honeywell and NARCO related asbestos claimants and between Honeywell and the Committee of Asbestos Creditors during the fourth quarter of 2002, Honeywell developed an estimated liability for settlement of pending and future asbestos claims and recorded a charge of $1.4 billion for NARCO related asbestos litigation charges, net of insurance recoveries. This charge consisted of the estimated liability to settle current asbestos related claims, the estimated liability related to future asbestos related claims through 2018 and obligations to NARCO’s parent, net of insurance recoveries of $1.8 billion. During the three months ended March 31, 2005, we recognized a charge of approximately $52 million to reflect a settlement of certain pending asbestos claims during the quarter.
The estimated liability for current claims is based on terms and conditions, including evidentiary requirements, in definitive agreements with in excess of 90 percent of current claimants. Substantially all settlement payments with respect to current claims are expected to be made by the end of 2007.
The liability for future claims estimates the probable value of future asbestos related bodily injury claims expected to be asserted against NARCO through 2018 and obligations to NARCO’s parent as discussed above. The estimate is based upon the disease criteria and payment values contained in the NARCO Trust Distribution Procedures negotiated with the NARCO Committee of Asbestos Creditors and the NARCO future claimants representative. In light of the uncertainties inherent in making long-term projections we do not believe that we have a reasonable basis for estimating asbestos claims beyond 2018 under Statement of Financial Accounting Standards No. 5. Honeywell retained the expert services of Hamilton, Rabinovitz and Alschuler, Inc. (HR&A) to project the probable number and value, including trust claim handling costs, of asbestos related future liabilities based upon historical experience with similar trusts. The methodology used to estimate the liability for future claims has been commonly accepted by numerous courts and is the same methodology that is utilized by an expert who is routinely retained by the asbestos claimants committee in asbestos related bankruptcies. The valuation methodology includes an analysis of the population likely to have been exposed to asbestos containing products, epidemiological studies to estimate the number of people likely to develop asbestos related diseases, NARCO claims filing history, the pending inventory of NARCO asbestos related claims and payment rates expected to be established by the NARCO trust.
 
17

Honeywell has approximately $1.3 billion in insurance limits remaining that reimburses it for portions of the costs incurred to settle NARCO related claims and court judgments as well as defense costs. This coverage is provided by a large number of insurance policies written by dozens of insurance companies in both the domestic insurance market and the London excess market. At March 31, 2005, a significant portion of this coverage is with insurance companies with whom we have agreements to pay full policy limits based on corresponding Honeywell claims costs. This includes agreements with a substantial majority of the London-based insurance companies entered into primarily in the first quarter of 2004. We conduct analyses to determine the amount of insurance that we estimate is probable that we will recover in relation to payment of current and projected future claims. While the substantial majority of our insurance carriers are solvent, some of our individual carriers are insolvent, which has been considered in our analysis of probable recoveries. In the second quarter of 2004, based on our ongoing evaluation of our ability to enforce our rights under the various insurance policies, we concluded that we had additional probable insurance recoveries of $47 million, net of solvency reserves, which has been reflected in insurance receivables. We made judgments concerning insurance coverage that we believe are reasonable and consistent with our historical dealings with our insurers, our knowledge of any pertinent solvency issues surrounding insurers and various judicial determinations relevant to our insurance programs.
Projecting future events is subject to many uncertainties that could cause the NARCO related asbestos liabilities to be higher or lower than those projected and recorded. There is no assurance that a plan of reorganization will be proposed or confirmed, that insurance recoveries will be timely or whether there will be any NARCO related asbestos claims beyond 2018. Given the inherent uncertainty in predicting future events, we review our estimates periodically, and update them based on our experience and other relevant factors. Similarly we will reevaluate our projections concerning our probable insurance recoveries in light of any changes to the projected liability or other developments that may impact insurance recoveries.
Friction Products – Honeywell’s Bendix Friction Materials (Bendix) business manufactured automotive brake pads that contained chrysotile asbestos in an encapsulated form. There is a group of existing and potential claimants consisting largely of individuals that allege to have performed brake replacements.
From 1981 through March 31, 2005, we have resolved approximately 72,000 Bendix related asbestos claims including trials covering 120 plaintiffs, which resulted in 115 favorable verdicts. Trials covering five individuals resulted in adverse verdicts; however, two of these verdicts were reversed on appeal and the remaining three claims were settled.
The following tables present information regarding Bendix related asbestos claims activity:
 
 	 	Three Months Ended
March 31, 2005	 	Years Ended
December 31,	 	
Claims Activity	 		 	2004	 	2003	 	
 	 	 	 	 	 	 	 	
Claims Unresolved at the beginning of period 	 	 	76,348	 	 	72,976	 	50,821	 	
Claims Filed 	 	 	2,850	 	 	10,504	 	25,765	 	
Claims Resolved 	 	 	(727	)	 	(7,132	)	(3,610 	)	
Claims Unresolved at the end of period 	 	 	78,471	 	 	76,348	 	72,976	 	
 
 	 	 	 	 December 31,	 	
Disease Distribution of Unresolved Claims	 	March 31, 2005	 	2004	 	2003	 	
 	 	 	 	 	 	 	 	
Mesothelioma and Other Cancer Claims 	 	 	3,744	 	 	3,534	 	3,277	 	
Other Claims 	 	 	74,727 	 	 	72,814	 	69,699	 	
Total Claims 	 	 	78,471	 	 	76,348	 	72,976	 	

 
18

Approximately 30 percent of the approximately 78,000 pending claims at March 31, 2005 are on the inactive, deferred, or similar dockets established in some jurisdictions for claimants who allege minimal or no impairment. The approximately 78,000 pending claims also include claims filed in jurisdictions such as Texas, Virginia and Mississippi that allow for consolidated filings. In these jurisdictions, plaintiffs are permitted to file complaints against a pre-determined master list of defendants, regardless of whether they have claims against each individual defendant. Many of these plaintiffs may not actually have claims against Honeywell. Based on state rules and prior experience in these jurisdictions, we anticipate that many of these claims will ultimately be dismissed. Honeywell has experienced average resolution values excluding legal costs as follows:
 
 	 	Years Ended December 31,	 	
 	 	2004	 	2003	 	2002	 	
 	 	(in whole dollars)	 	
Malignant claims 	 	$	90,000	 	$	95,000	 	$	166,000	 	
Nonmalignant claims 	 	$	1,600	 	$	3,500	 	$	1,300	 	

It is not possible to predict whether resolution values for Bendix related asbestos claims will increase, decrease or stabilize in the future.
We have accrued for the estimated cost of pending Bendix related asbestos claims. The estimate is based on the number of pending claims at March 31, 2005, disease classifications, expected settlement values and historic dismissal rates. Honeywell retained the expert services of HR&A (see discussion of HR&A under Refractory products above) to assist in developing the estimated expected settlement values and historic dismissal rates. We cannot reasonably estimate losses which could arise from future Bendix related asbestos claims because we cannot predict how many additional claims may be brought against us, the allegations in such claims or their probable outcomes and resulting settlement values in the tort system.
Honeywell currently has approximately $1.9 billion of insurance coverage remaining with respect to pending and potential future Bendix related asbestos claims. This coverage is provided by a large number of insurance policies written by dozens of insurance companies in both the domestic insurance market and the London excess market. Insurance receivables are recorded in the financial statements simultaneous with the recording of the liability for the estimated value of the underlying asbestos claims. The amount of the insurance receivable recorded is based on our ongoing analysis of the insurance that we estimate is probable of recovery. This determination is based on our analysis of the underlying insurance policies, our historical experience with our insurers, our ongoing review of the solvency of our insurers, our interpretation of judicial determinations relevant to our insurance programs, and our consideration of the impacts of any settlements reached with our insurers. Insurance receivables are also recorded when structured insurance settlements provide for future fixed payment streams that are not contingent upon future claims or other events. Such amounts are recorded at the net present value of the fixed payment stream. 
During the three months ended March 31, 2005, we entered into a structured insurance settlement which converted policies into future fixed, non-contingent payment streams, resulting in a gain of approximately $160 million. Additionally, during the three months ended March 31, 2005, we recognized a charge of approximately $108 million for write-offs of certain amounts due from insurance carriers. At March 31, 2005, we had amounts receivable from our insurers of approximately $400 million representing probable reimbursements associated with our liability for pending claims and previously settled and paid claims, and for amounts due under negotiated fixed payment streams. 
On a cumulative historical basis, Honeywell has recorded insurance receivables equal to approximately 50 percent of the value of the underlying asbestos claims recorded. However, because there are gaps in our coverage due to insurance company insolvencies, certain uninsured periods, and insurance settlements, this rate is expected to decline for any future Bendix related

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asbestos liabilities that may be recorded. Future recoverability rates may also be impacted by numerous other factors, such as future insurance settlements, insolvencies and judicial determinations relevant to our coverage program, which are difficult to predict. Assuming continued defense and indemnity spending at current levels, we estimate that the cumulative recoverability rate could decline over the next five years to approximately 40 percent. 
Honeywell believes it has sufficient insurance coverage and reserves to cover all pending Bendix related asbestos claims. Although it is impossible to predict the outcome of pending claims or to reasonably estimate losses which could arise from future Bendix related asbestos claims, we do not believe that such claims would have a material adverse effect on our consolidated financial position in light of our insurance coverage and our prior experience in resolving such claims. If the rate and types of claims filed, the average indemnity cost of such claims and the period of time over which claim settlements are paid (collectively, the “Variable Claims Factors”) do not substantially change, Honeywell would not expect future Bendix related asbestos claims to have a material adverse effect on our results of operations or operating cash flows in any fiscal year. No assurances can be given, however, that the Variable Claims Factors will not substantially change.
Refractory and Friction Products – NARCO and Bendix asbestos related balances are included in the following balance sheet accounts: 
 
 	 		March 31,
2005	 	 	December 31,
2004	 	
Other current assets 	 	 	$	145	 	 	$	150	 	
Insurance recoveries for asbestos related liabilities 	 	 	 	1,476	 	 	 	1,412	 	
	 	 	$	1,621	 	 	$	1,562	 	
 	 	 	 	 	 	 	 	 	 	
Accrued liabilities 	 	 	$	729	 	 	$	744	 	
Asbestos related liabilities 	 	 	 	2,029	 	 	 	2,006	 	
	 	 	$	2,758	 	 	$	2,750	 	

During the three months ended March 31, 2005, we paid $92 million in indemnity and defense costs related to NARCO and Bendix claims and received $9 million of asbestos related insurance recoveries. We also recognized a charge of $34 million for Bendix related asbestos claims filed and defense costs incurred during the first quarter of 2005, net of probable insurance recoveries. The asbestos related charge also included the net effect of a settlement of certain NARCO related pending asbestos claims, a Bendix related structured insurance settlement and write-offs of certain Bendix related insurance receivables. 
We are monitoring proposals for federal asbestos legislation pending in the United States Congress. Due to the uncertainty surrounding the proposed legislation, it is not possible at this point in time to determine what impact such legislation would have on the NARCO bankruptcy strategy or our asbestos liabilities and related insurance recoveries. 
Other Matters – We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and divestitures, and health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of probable losses, based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Given the uncertainty inherent in litigation, we do not believe it is possible to develop estimates of the range of reasonably possible loss in excess of current accruals for these matters. Considering our past experience and existing accruals, we do not expect the outcome of these

20

matters, either individually or in the aggregate, to have a material adverse effect on our consolidated financial position. Because most contingencies are resolved over long periods of time, potential liabilities are subject to change due to new developments, changes in settlement strategy or the impact of evidentiary requirements, which could cause us to pay damage awards or settlements (or become subject to equitable remedies) that could have a material adverse effect on our results of operations or operating cash flows in the periods recognized or paid.
Warranties and Guarantees – As disclosed in Note 21 to our consolidated financial statements in our 2004 Annual Report on Form 10-K, we have issued or are a party to certain direct and indirect guarantees. As of March 31, 2005, there has been no material change to these guarantees.
The following table summarizes information concerning our recorded obligations for product warranties and product performance guarantees: 
 
 	 	Three Months Ended March 31,	 	
 	 	 	2005	 	 	 	2004	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Beginning of period 	 	 	$	299	 	 	 	$	275	 	 	
Accruals for warranties/guarantees issued during the period 	 	 	 	54	 	 	 	 	63	 	 	
Adjustments of pre-existing warranties/guarantees 	 	 	 	(1	)	 	 	 	10	 	 	
Settlement of warranty/guarantee claims 	 	 	 	(54	)	 	 	 	(55	)	 	
End of period 	 	 	$	298	 	 	 	$	293	 	 	

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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareowners
of Honeywell International Inc.
We have reviewed the accompanying consolidated balance sheet of Honeywell International Inc. and its subsidiaries as of March 31, 2005, and the related consolidated statement of operations for each of the three-month periods ended March 31, 2005 and 2004 and the consolidated statement of cash flows for the three-month periods ended March 31, 2005 and 2004. These interim financial statements are the responsibility of the Company’s management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2004, and the related consolidated statements of operations, of shareowners’ equity, and of cash flows for the year then ended, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004; and in our report dated February 25, 2005, we expressed unqualified opinions thereon. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting referred to above are not presented herein. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2004, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.
PricewaterhouseCoopers LLP
Florham Park, NJ
May 4, 2005
______________ 
The “Report of Independent Registered Public Accounting Firm” included above is not a “report” or “part of a Registration Statement” prepared or certified by an independent accountant within the meanings of Sections 7 and 11 of the Securities Act of 1933, and the accountants’ Section 11 liability does not extend to such report.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	
(Dollars in millions, except per share amounts)
A. RESULTS OF OPERATIONS – FIRST QUARTER 2005 COMPARED WITH FIRST QUARTER 2004
Net Sales
 
 	 	2005	 	2004	 	
Net sales 	 	$	6,453 	 	$	6,178 	 	
% change compared with prior period 	 	 	4	%	 	 	 	

The increase in net sales in the first quarter of 2005 compared with the first quarter of 2004 is attributable to the following: 
  
Acquisitions 	 	 	1	%	 	 	 	
Divestitures 	 	 	(3	)	 	 	 	
Price 	 	 	2	 	 	 	 	
Volume 	 	 	3	 	 	 	 	
Foreign Exchange 	 	 	1	 	 	 	 	
 	 	 	4	%	 	 	 	

A discussion of net sales by reportable segment can be found in the Review of Business Segments section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
Cost of Products and Services Sold
 	 	2005	 	2004	 	
Cost of products and services sold 	 	$	5,085	 	$	4,930 	 	
Gross margin % 	 	 	21.2	%	 	20.2	%	

Gross margin increased by 1.0 percentage points in the first quarter of 2005 compared with the first quarter of 2004 due primarily to an increase in sales of our commercial Aerospace aftermarket products and services, and lower pension and other postretirement benefits expense of $20 million, partially offset by an increase in environmental, litigation and net repositioning charges of $50 million. 
Selling, General and Administrative Expenses
 	 	2005	 	2004	 	
Selling, general and administrative expenses 	 	$	854	 	$	808	 	
Percent of sales 	 	 	13.2	%	 	13.1	%	

Selling, general and administrative expenses increased by $46 million, or 6 percent in the first quarter of 2005 compared with the first quarter of 2004 due to an increase in general and administrative expenses of $35 million due in part to higher spending for information technology systems and an increase in selling expenses of $19 million from higher sales, partially offset by a decrease in environmental, litigation and net repositioning charges of $5 million and lower pension and other postretirement benefits expense of $3 million.

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 	 	2005	 	2004	 	
Pension and other postretirement benefits (OPEB) expense included in cost of products and services sold and selling, general and administrative expenses 	 	$	137	 	$160	 	
Decrease compared with prior period 	 	$	(23	)		 	

OPEB and pension expense decreased by $13 and $10 million, respectively, in the first quarter of 2005 compared with the first quarter of 2004. The decrease in OPEB expense resulted principally from the effect of the Medicare Prescription Drug, Improvement and Modernization Act of 2003. See Note 13 of Notes to Financial Statements for further discussion. The decrease in pension expense was due principally to a decrease in the amortization of unrecognized losses as actual plan asset returns were higher than the expected rate of return in 2003 and 2004.
(Gain) Loss on Sale of Non-Strategic Businesses
 
 	 	 2005 	 	 2004 	 	
(Gain) loss on sale of non-strategic businesses 	 	$	(8	)	$	(32	)	

Gain on sale of non-strategic businesses of $8 million in the first quarter of 2005 represents post-closing adjustments related to the divestiture of our Security Monitoring business in the second quarter of 2004. Gain on sale of non-strategic businesses of $32 million in the first quarter of 2004 represented the pretax gain on the sale of our VCSEL Optical Products business in our Automation and Control Solutions reportable segment.
Equity in (Income) Loss of Affiliated Companies 
 
 	 	 2005 	 	2004 	 	
Equity in (income) loss of affiliated companies 	 	$	(31	)	$	(7	)	

Equity income increased by $24 million in the first quarter of 2005 compared with the first quarter of 2004 due primarily to higher earnings from our UOP process technology joint venture (UOP) due to strength in the oil and gas market segment. The prior year’s equity income also included a charge of $2 million related to repositioning actions at UOP.
Other (Income) Expense 
 
 	 	 2005 	 	 2004 	 	
Other (income) expense 	 	$	(24	)	$	(10 	)	

Other income increased by $14 million in the first quarter of 2005 compared with the first quarter of 2004 due principally to an increase in interest income from higher cash balances. 

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Interest and Other Financial Charges 
 
 	 	2005	 	2004	 	
Interest and other financial charges 	 	$	91	 	$	84	 	
% change compared with prior period 	 	 	8	%	 	 	 	

Interest and other financial charges increased by $7 million, or 8 percent in the first quarter of 2005 compared with the first quarter of 2004 due principally to higher average interest rates in the current period partially offset by lower average short-term debt outstanding.
Tax Expense 
 
 	 	2005	 	2004	 	
Tax expense 	 	$	127	 	$	110	 	
Effective tax rate 	 	 	26.1	%	 	27.2 	 %	

The effective tax rate decreased by 1.1 percentage points in the first quarter of 2005 compared with the first quarter of 2004 due principally to the tax impact of the gain on the sale of our VSCEL Optical Products business in the prior year’s first quarter. The effective tax rate in both periods was lower than the statutory rate of 35 percent due in part to tax benefits from export sales and foreign tax planning strategies. 
Net Income 
 
 	 	2005	 	2004	 	
Net income 	 	$	359	 	$	295	 	
Earnings per share of common stock - assuming dilution 	 	$	0.42	 	$	0.34	 	

The increase of $0.08 per share in the first quarter of 2005 compared with the first quarter of 2004 relates primarily to an increase in segment profit in each of our reportable segments, driven primarily by strong volume conversion in our Aerospace reportable segment, and lower pension and other postretirement benefits expense, partially offset by an increase in net repositioning, environmental and litigation charges.

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Review of Business Segments
 
 	 	Three Months Ended 
March 31,	 	
 	 	2005 	 	2004	 	
Net Sales 	 	 	 	 	 	 	 	
Aerospace 	 	$	2,504	 	$	2,304	 	
Automation and Control Solutions 	 	 	1,992	 	 	1,947	 	
Specialty Materials 	 	 	801	 	 	856	 	
Transportation Systems 	 	 	1,156	 	 	1,071	 	
Corporate 	 	 	–	 	 	–	 	
 	 	$	6,453	 	$	6,178	 	
Segment Profit 	 	 	 	 	 	 	 	
Aerospace 	 	$	379	 	$	307	 	
Automation and Control Solutions 	 	 	201	 	 	195	 	
Specialty Materials 	 	 	59	 	 	48	 	
Transportation Systems 	 	 	155	 	 	143	 	
Corporate 	 	 	(44	)	 	(39	)	
Total segment profit 	 	 	750	 	 	654	 	
Gain on sale of non-strategic businesses 	 	 	8	 	 	32	 	
Equity in income of affiliated companies 	 	 	31	 	 	7	 	
Other income 	 	 	24	 	 	10	 	
Interest and other financial charges 	 	 	(91	)	 	(84	)	
Pension and other postretirement benefits (expense) (A) 	 	 	(137	)	 	(160	)	
Repositioning, environmental and litigation charges (A) 	 	 	(99	)	 	(54	)	
Income before taxes 	 	$	486	 	$	405	 	

(A)	Amount included in cost of products and services sold and selling, general and administrative expenses.	
Aerospace
 
 	 	2005	 	2004	 	
Net sales 	 	$	2,504	 	$	2,304	 	
% change compared with prior period 	 	 	9	%	 	 	 	
Segment profit 	 	$	379	 	$	307	 	
% change compared with prior period 	 	 	23	%	 	 	 	

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Aerospace sales by major customer end-markets for the three months ended March 31, 2005 and 2004 were as follows:
 
 	 	% of Aerospace
Sales	 	% Change in
Sales	 	
Customer End-Markets	 	2005	 	2004	 	2005
Versus
2004	 	
Commercial: 	 	 	 	 	 	 	 	
Air transport aftermarket 	 	21	%	22	%	7	%	
Air transport original equipment 	 	9	 	10	 	6	 	
Regional transport aftermarket 	 	7	 	8	 	2	 	
Regional transport original equipment 	 	2	 	2	 	(1	)	
Business and general aviation aftermarket 	 	9	 	8	 	15	 	
Business and general aviation original equipment 	 	10	 	7	 	45	 	
Defense and Space: 	 	 	 	 	 	 	 	
Defense and space aftermarket 	 	11	 	12	 	3	 	
Defense and space original equipment 	 	31	 	31	 	5	 	
Total 	 	100	%	100	%	9	%	

Aerospace sales increased by 9 percent in the first quarter of 2005 compared with the first quarter of 2004 due primarily to higher volumes. Details by customer end-markets driving the increase in sales are as follows:
 	•	Air transport aftermarket sales improved in 2005 primarily related to a 6.5 percent increase in global flying hours.	
 	•	Air transport original equipment (OE) sales increased in 2005 primarily reflecting higher aircraft deliveries by our OE customers (primarily Airbus and Boeing).	
 	•	Regional transport aftermarket sales increased in 2005 primarily due to an increase in flying hours of regional carriers.	
 	•	Business and general aviation aftermarket sales were higher in 2005 primarily reflecting increased upgrade activity in avionics equipment to meet certain regulatory standards mandated to be in place by March 31, 2005.	
 	•	Business and general aviation OE sales improved in 2005 due primarily to deliveries of the Primus Epic integrated avionics system and the HTF7000 engine to business jet OE manufacturers.	
 	•	Defense and space OE and aftermarket sales were both higher in 2005 principally due to platform upgrades and war-related replenishment activities.	
Aerospace segment profit increased by 23 percent in the first quarter of 2005 compared with the first quarter of 2004 due primarily to volume growth.
 
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Automation and Control Solutions
 
 	 	2005	 	2004	 	
Net sales 	 	$	1,992	 	$	1,947	 	
% change compared with prior period 	 	 	2	%	 	 	 	
Segment profit 	 	$	201	 	$	195	 	
% change compared with prior period 	 	 	3	%	 	 	 	

Automation and Control Solutions sales increased by 2 percent in the first quarter of 2005 compared with the first quarter of 2004 due to the favorable effects of foreign exchange of 2 percent and acquisitions, net of divestitures, of 1 percent, partially offset by the impact of lower prices of 1 percent. Sales increased by 4 percent for our Automation and Control Products businesses driven principally by volume growth and acquisitions in our security and life safety products businesses. Sales for our Process Solutions business increased by 4 percent due primarily to the favorable effect of foreign exchange. Sales for our Building Solutions business decreased by 3 percent due primarily to the divestiture of our Security Monitoring business in the prior year partially offset by growth in service and energy retrofits. 
Automation and Control Solutions segment profit increased by 3 percent in the first quarter of 2005 compared with the first quarter of 2004 as the favorable effect of productivity actions more than offset the unfavorable effects of lower prices and investments in sales and marketing initiatives.
Specialty Materials
 
 	 	2005	 	2004	 	
Net sales 	 	$	801	 	$	856	 	
% change compared with prior period 	 	 	(6	)%	 	 	 	
Segment profit 	 	$	59	 	$	48	 	
% change compared with prior period 	 	 	23	%	 	 	 	

Specialty Materials sales decreased by 6 percent in the first quarter of 2005 compared with the first quarter of 2004 due to the divestiture of our Performance Fibers business in the prior year of 11 percent and lower volumes of 5 percent, partially offset by the impact of higher prices of 9 percent (mainly in our Nylon and Chemicals businesses) and the favorable effect of foreign exchange of 1 percent. Sales for our Nylon business increased by 14 percent driven by price increases and favorable sales mix. Sales for our Chemicals business improved by 11 percent principally driven by price increases and continuing demand for our non-ozone depleting HFC products for refrigeration and air conditioning applications, as well as for blowing agents for insulation applications. Sales for our Electronic Materials business decreased by 15 percent driven by lower volumes due to market softness in the semiconductor industry. 
Specialty Materials segment profit increased by 23 percent in the first quarter of 2005 compared with the first quarter of 2004 due principally to favorable sales mix, price increases and the favorable effect of productivity actions, including the benefits from prior repositioning actions, partially offset by higher raw material costs (principally phenol resulting from increases in benzene prices).

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Transportation Systems
 
 	 	2005	 	2004	 	
Net sales 	 	$	1,156	 	$	1,071	 	
% change compared with prior period 	 	 	8	%	 	 	 	
Segment profit 	 	$	155	 	$	143	 	
% change compared with prior period 	 	 	8	%	 	 	 	

Transportation Systems sales increased by 8 percent in the first quarter of 2005 compared with the first quarter of 2004 due primarily to higher volumes of 3 percent, the favorable effect of foreign exchange of 3 percent and the impact of higher prices of 2 percent (principally ethylene glycol in our Consumer Products Group business). The increase in sales for the segment resulted principally from a 14 percent increase in sales in our Honeywell Turbo Technologies business due to a favorable sales mix and volume growth driven by continued strength in the North American truck segment and increasing diesel penetration in Europe, partially offset by softening of passenger car demand in Europe, and the favorable effect of foreign exchange. 
Transportation Systems segment profit increased by 8 percent in the first quarter of 2005 compared with the first quarter of 2004 due primarily to the effect of higher sales in our Honeywell Turbo Technologies business.
Repositioning and Other Charges
A summary of repositioning and other charges follows:
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Severance 	 	$	28	 	$	15	 	
Asset impairments 	 	 	2	 	 	4	 	
Exit costs 	 	 	4	 	 	3	 	
Reserve adjustments 	 	 	(6	)	 	(7	)	
Total net repositioning charge 	 	 	28	 	 	15	 	
Asbestos related litigation charges, net of insurance 	 	 	34	 	 	11	 	
Other probable and reasonably estimable legal and environmental liabilities 	 	 	37	 	 	30	 	
Total net repositioning and other charges 	 	$	99	 	$	56	 	

The following table summarizes the pretax distribution of total net repositioning and other charges by income statement classification:
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Cost of products and services sold 	 	$	102	 	$	52	 	
Selling, general and administrative expenses 	 	 	(3	)	 	2	 	
Equity in (income) loss of affiliated companies 	 	 	–	 	 	2	 	
 	 	$	99 	 	$	56	 	
 
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The following table summarizes the pretax impact of total net repositioning and other charges by reportable segment:
 
 	 	Three Months Ended
March 31,	 	
 	 	2005	 	2004	 	
Aerospace 	 	$	2	 	$	1	 	
Automation and Control Solutions 	 	 	15	 	 	3	 	
Specialty Materials 	 	 	2	 	 	4	 	
Transportation Systems 	 	 	(10	)(a) 	 	18	 	
Corporate 	 	 	90	 	 	30	 	
 	 	$	99 	 	$	56	 	

 	(a)	Amount includes a repositioning charge of $8 million and a net asbestos related credit of $18 million. 	
In the first quarter of 2005, we recognized a repositioning charge of $34 million primarily for severance costs related to workforce reductions of 1,340 manufacturing and administrative positions across all of our reportable segments. Also, during the first quarter of 2005, $6 million of previously established accruals, primarily for severance at Corporate, were returned to income. The reversal of severance accruals relates primarily to changes in the scope of previously announced severance programs and for severance amounts previously paid to an outside service provider as part of an outsourcing arrangement which were refunded to Honeywell in the first quarter of 2005.
In the first quarter of 2004, we recognized a repositioning charge of $22 million primarily for severance costs related to workforce reductions of 587 manufacturing and administrative positions principally in our Automation and Control Solutions and Transportation Systems reportable segments. Also, $7 million of previously established accruals for severance and other exit costs were returned to income in the first quarter of 2004. Severance liabilities were reduced by $4 million mainly in our Automation and Control Solutions reportable segment due to fewer employee separations than originally planned associated with certain prior repositioning actions. Other exit costs liabilities were reduced by $3 million related primarily to excess environmental remediation reserves for a closed facility in our Specialty Materials reportable segment.
The 2004 and 2005 repositioning actions will generate incremental pretax savings of approximately $90 million in 2005 compared with 2004 principally from planned workforce reductions. Cash spending for severance and other exit costs necessary to execute these actions were $32 million in the three months ended March 31, 2005 and were funded through operating cash flows. Cash spending for severance and other exit costs necessary to execute these actions will approximate $100 million in 2005 and will be funded primarily though operating cash flows. 
In the first quarter of 2005, we recognized a charge of $37 million primarily for environmental liabilities deemed probable and reasonably estimable in the quarter. We also recognized a charge of $34 million for Bendix related asbestos claims filed and defense costs incurred during the first quarter of 2005, net of probable insurance recoveries. The asbestos related charge also included the net effect of a settlement of certain NARCO related pending asbestos claims, a Bendix related structured insurance settlement and write-offs of certain Bendix related insurance receivables. See Note 14 of Notes to Financial Statements for further discussion.
In the first quarter of 2004, we recognized a charge of $30 million for environmental liabilities deemed probable and reasonably estimable in the quarter,

30

including liabilities for environmental conditions around Onondaga Lake in New York. We also recognized a charge of $11 million for Bendix related asbestos claims filed and defense costs incurred during the first quarter of 2004, net of probable insurance recoveries. See Note 14 of Notes to Financial Statements for further discussion.
B.	LIQUIDITY AND CAPITAL RESOURCES	
Cash Flow Summary
Our cash flows from operating, investing and financing activities, as reflected in the Consolidated Statement of Cash Flows for the three months ended March 31, 2005 and 2004, are summarized as follows:
 
 	 	2005	 	2004	 	
Cash provided by (used for): 	 	 	 	 	 	 	 	
Operating activities 	 	$	329	 	$	337	 	
Investing activities 	 	 	229 	 	 	(80	)	
Financing activities 	 	 	(1	)	 	(16	)	
Effect of exchange rate changes on cash 	 	 	(47	)	 	9	 	
Net increase in cash and cash equivalents 	 	$	510	 	$	250	 	

Cash provided by operating activities decreased by $8 million during the first three months of 2005 compared with the first three months of 2004 due primarily to increased earnings more than offset by higher payments for accrued operating expenses.
We made asbestos related payments of $92 million, including legal fees, in the first three months of 2005 and expect to make additional asbestos related payments of approximately $600 million during the remainder of 2005. This estimate is based on our experience in the first three months of 2005 regarding the timing of submissions of required evidential data by plaintiff firms. We had $9 million of asbestos related insurance recoveries during the first three months of 2005. We expect to receive approximately $175 million in asbestos related insurance recoveries during the remainder of 2005. These cash flow projections are consistent with our existing asbestos reserves and anticipated insurance recoveries for asbestos related liabilities. See Note 14 of Notes to Financial Statements for further details.
Cash provided by investing activities increased by $309 million during the first three months of 2005 compared with the first three months of 2004 due primarily to an increase in proceeds of $205 million from maturities of investment securities, lower spending for acquisitions of $93 million and the cash related to the acquisition of Novar of $86 million. The increase in cash provided by investing activities was partially offset by lower proceeds from sales of businesses of $76 million as the prior year included the proceeds from the disposition of our VCSEL Optical Products business. 
We continuously assess the relative strength of each business in our portfolio as to strategic fit, market position, profit and cash flow contribution in order to upgrade our combined portfolio and identify business units that will most benefit from increased investment. We identify acquisition candidates that will further our strategic plan and strengthen our existing core businesses. We also identify business units that do not fit into our long-term strategic plan based on their market position, relative profitability or growth potential. These business units are considered for potential divestiture, restructuring or other repositioning actions subject to regulatory constraints. 

31

Cash used for financing activities decreased by $15 million during the first three months of 2005 compared with the first three months of 2004 due primarily to a decrease in repurchases of common stock of $229 million and higher proceeds from issuance of common stock of $41 million partially offset by lower net borrowings of $240 million and higher dividend payments of $15 million. Total debt of $6,069 million at March 31, 2005 was $796 million, or 15 percent higher than at December 31, 2004 principally due to $710 million of short-term debt assumed in the Novar acquisition and higher commercial paper borrowings. At March 31, 2005, we also had $1.8 billion due to Novar shareowners.
Liquidity 
See our 2004 Annual Report on Form 10-K for a detailed discussion of our liquidity. As of March 31, 2005, except for the acquisition of Novar which is described in detail in Note 4 of Notes to Financial Statements, there have been no material changes in our liquidity. The payment for Novar’s share capital of approximately $1.8 billion and the repayment of all of Novar’s existing debt of approximately $710 million is expected to occur in the second quarter of 2005 and will be funded with our existing cash resources. Additionally, the Indalex and Security Printing businesses acquired as part of the Novar transaction are expected to be sold later in 2005 for proceeds of approximately $1.0 to $1.5 billion.
C.	OTHER MATTERS	
Litigation
We are subject to a number of lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. See a discussion of environmental, asbestos and other litigation matters in Note 14 of Notes to Financial Statements.
Recent Accounting Pronouncements
See Note 2 of Notes to Financial Statements for a discussion of recent accounting pronouncements.
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	
See our 2004 Annual Report on Form 10-K (Item 7A). As of March 31, 2005, there has been no material change in this information.
ITEM 4.	CONTROLS AND PROCEDURES	
Honeywell management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q in alerting them on a timely basis to material information relating to Honeywell required to be included in Honeywell’s periodic filings under the Exchange Act. There have been no changes that have materially affected, or are reasonably likely to materially affect, Honeywell’s internal control over financial reporting that have occurred during the period covered by this Quarterly Report on Form 10-Q. 
As described in Note 4 of Notes to Financial Statements, effective March 31, 2005, we declared our Offers for the entire issued and ordinary preference share capital of Novar wholly unconditional and assumed control of Novar as of

32

that date. We will be evaluating and modifying, as necessary, the controls and procedures of this recently acquired business.
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	
General Legal Matters
We are subject to a number of lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. See a discussion of environmental, asbestos and other litigation matters in Note 14 of Notes to Financial Statements.
Environmental Matters Involving Potential Monetary Sanctions in Excess of $100,000
Honeywell is a defendant in a lawsuit filed by the Arizona Attorney General’s Office on behalf of the Arizona Department of Environmental Quality (ADEQ). The complaint alleges various environmental violations and failure to make required disclosures. Honeywell believes that the allegations in this matter are without merit and intends to vigorously defend against this lawsuit. In September 2004, the Court partially dismissed several of the ADEQ’s significant allegations. In any event, we do not believe that this matter could have a material adverse effect on our consolidated financial position, consolidated results of operations or operating cash flows.
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	
At the Annual Meeting of Shareowners of Honeywell held on April 25, 2005, the following matters set forth in our Proxy Statement dated March 14, 2005, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, were voted upon with the results indicated below.
 	1.	The nominees listed below were elected directors with the respective votes set forth opposite their names:	
 
 	 	FOR	 	WITHHELD	
David M. Cote	 	706,593,364	 	34,061,607	
Bradley T. Sheares	 	709,849,535	 	30,805,436	
John R. Stafford	 	655,475,220	 	85,179,752	
Michael W. Wright	 	709,682,594	 	30,972,377	

 	2.	A proposal seeking approval of the appointment of PricewaterhouseCoopers LLP as independent accountants for 2005 was approved, with 713,167,882 votes cast FOR, 16,946,263 votes cast AGAINST, and 10,533,373 abstentions;	
 	3.	A proposal regarding approval of amendments to Restated Certificate of Incorporation and By-laws eliminating the classified structure of the Board of Directors was approved, with 707,260,675 votes cast FOR (constituting 82.99% of outstanding shares), 21,067,287 votes cast AGAINST, and 12,329,961 abstentions;	
 	4.	A proposal regarding approval of amendments to Restated Certificate of Incorporation and By-laws eliminating the supermajority voting provisions was approved, with 706,811,831 votes cast FOR (constituting 82.94% of outstanding shares), 21,272,636 votes cast AGAINST, and 12,573,457 abstentions;	

33

 	5.	A shareowner proposal regarding constitution of a Majority Vote Shareholder Committee was not approved, with 245,441,834 votes cast FOR, 371,120,947 votes cast AGAINST, 15,380,846 abstentions and 108,714,297 broker non-votes;	
 	6.	A shareowner proposal regarding separation of Honeywell’s Chairman of the Board of Directors and Chief Executive Officer positions was not approved, with 294,471,642 votes cast FOR, 323,461,350 votes cast AGAINST, 14,033,147 abstentions and 108,691,785 broker non-votes;	
 	7.	A shareowner proposal regarding preparation of an executive pay disparity report was not approved, with 91,300,947 votes cast FOR, 513,138,908 votes cast AGAINST, 27,525,880 abstentions and 108,692,189 broker non-votes;	
 	8.	A shareowner proposal regarding an executive compensation limit was not approved, with 85,776,941 votes cast FOR, 532,168,539 votes cast AGAINST, 14,021,237 abstentions and 108,691,207 broker non-votes;	
 	9.	A shareowner proposal regarding a commonsense executive compensation framework proposal was not approved, with 83,082,977 votes cast FOR, 534,416,591 votes cast AGAINST, 14,465,642 abstentions and 108,692,714 broker non-votes.	
ITEM 6.	EXHIBITS	
 	(a)	Exhibits. See the Exhibit Index on page 36 of this Quarterly Report on Form 10-Q.	

34

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 5, 2005	 	 By:	
/s/ Thomas A. Szlosek	
 	 	 	Thomas A. Szlosek
Vice President and Controller
(on behalf of the Registrant
and as the Registrant’s
Principal Accounting Officer)	

 
35

EXHIBIT INDEX
 
Exhibit Number	Description	
 	 	
2	Omitted (Inapplicable)	
 	 	
3	Omitted (Inapplicable)	
 	 	
4	Omitted (Inapplicable)	
 	 	
        10.23	Stock Plan for Non-Employee Directors of Honeywell International Inc Option Agreement (incorporated by reference to Exhibit 10.1 to Honeywell’s Form 8-K filed on April 29, 2005) 	
 	 	
   11	Computation of Per Share Earnings*	
 	 	
   12	Computation of Ratio of Earnings to Fixed Charges (filed herewith)	
 	 	
   15	Independent Accountants’ Acknowledgment Letter as to the incorporation of their report relating to unaudited interim financial statements (filed herewith)	
 	 	
   18	Omitted (Inapplicable)	
 	 	
   19	Omitted (Inapplicable)	
 	 	
   22	Omitted (Inapplicable)	
 	 	
   23	Omitted (Inapplicable)	
 	 	
   24	Omitted (Inapplicable)	
 	 	
      31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)	
 	 	
     31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)	
 	 	
      32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)	
 	 	
       32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)	
 	 	
     99	Omitted (Inapplicable)	

______________ 
*Data required by Statement of Financial Accounting Standards No. 128, “Earnings per Share”, is provided in Note 7 to the condensed consolidated financial statements in this report.

36

Exhibit 12
HONEYWELL INTERNATIONAL INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Three Months Ended March 31, 2005
(Dollars in millions)
 
Determination of Earnings:	 	 	 	 	
Income before taxes	 	$	486	 	
Add (Deduct):	 	 	 	 	
Amortization of capitalized interest	 	 	6	 	
Fixed charges	 	 	118	 	
Equity income, net of distributions	 	 	(23	)	
Total earnings, as defined	 	$	587	 	
 	 	 	 	 	
Fixed Charges:	 	 	 	 	
Rents(a)	 	$	27	 	
Interest and other financial charges	 	 	91	 	
 	 	 	118	 	
Capitalized interest	 	 	4	 	
Total fixed charges	 	$	122	 	
Ratio of earnings to fixed charges	 	 	4.81	 	
______________ 
(a)	Denotes the equivalent of an appropriate portion of rentals representative of the interest factor on all rentals other than for capitalized leases.	

EXHIBIT 15
May 5, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated May 4, 2005 on our review of interim financial information of Honeywell International Inc. (the “Company”) as of and for the period ended March 31, 2005 and included in the Company’s quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in its Registration Statements on Form S-8 (Nos. 33-09896, 33-51455, 33-55410, 33-58347, 333-57515, 333-57517, 333-57519, 333-83511, 333-34764, 333-49280, 333-57868, 333-91582, 333-91736, 333-105065 and 333-108461), and Form S-3 (Nos. 33-14071, 33-55425, 333-22355, 333-49455, 333-68847, 333-74075, 333-34760, 333-86874 and 333-101455), and on Form S-4 (No. 333-82049).
Very truly yours, 
 
 /s/ PricewaterhouseCoopers LLP 
PricewaterhouseCoopers LLP

EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, David M. Cote, Chief Executive Officer, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Honeywell International Inc.;	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

Date: May 5, 2005	 	By: 	
/s/ David M. Cote	
 	 	 	David M. Cote
Chief Executive Officer	

 

EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, David J. Anderson, Chief Financial Officer, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Honeywell International Inc.;	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

Date: May 5, 2005	 	By: 	
/s/ David J. Anderson	
 	 	 	David J. Anderson
Chief Financial Officer	

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Honeywell International Inc. (the Company) on Form 10-Q for the period ending March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David M. Cote, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
 	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	
  
By: 	
/s/ David M. Cote	 	 	 	
 	David M. Cote
Chief Executive Officer
May 5, 2005	 	 	 	

 

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Honeywell International Inc. (the Company) on Form 10-Q for the period ending March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David J. Anderson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
 	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

By: 	
/s/ David J. Anderson	 	 		
 	David J. Anderson
Chief Financial Officer
May 5, 2005