2013 ANNU A L REPORT SHAREOWNER LETTER—2014 March 1, 2014 We had very good performance in another “weakish” year in the global economy. We were able to grow sales 4% to $39.1 billion and earnings per share* by 11% to $4.97. Our segment margin rate grew 70 basis points to 16.3% and free cash flow** grew to $3.8 billion, a 96% conversion rate.** As usual, we also took the opportunity to continue our seed planting…products, technologies, restructuring, geographies, services, processes, new capacity…to ensure that growth continues far into the future. Five-Year Plan The year 2014 is the last in the five-year plan (2010-2014) Honeywell introduced in March 2010. Despite economic and foreign exchange headwinds versus what we assumed then, we’ve performed quite well as you can see from the chart below. Sales ($B) Segment Margin Rate $40.3- $41.0- 16.6- 16.0- 45.0 18.0% $39.1 40.7 16.3% 16.9% 13.3% $30.0 2009 2013 2014E 2014 Target 2009 2013 2014E 2014 Target We estimate that those headwinds versus our original macro assumptions cost us about $3 billion in sales over the 2010-2014 period. Even with those headwinds, we expect to almost touch the bottom of the targeted sales range growing sales 6% annually and expect to be around the midpoint of the margin rate range (a margin rate increase of approximately 350 basis points). While there was a lot of skepticism in 2010 about our five-year plan, our performance has generated a lot of interest in the next five-year plan covering 2014-2018. We will be introducing it at Investor Day on March 5. Our intent, of course, is to continue outperforming our peers, and we look forward to discussing it with you. Business Model That outperformance will continue through the application of our Business Model…a great portfolio of businesses, a focus on internal processes, and a culture that learns, evolves, and performs. With the recently announced divestiture of Friction Materials, we’re now at a point where 99% of the Company’s sales come from Great Positions in Good Industries. That is, markets where we can win with differentiated technology. That’s a nice position to be in and allows us to use our disciplined acquisition process to fuel further growth. * Proforma, V% exclude pension mark-to-market adjustment ** Free cash flow (cash flow from operations less capital expenditures) and free cash flow conversion prior to any cash pension contributions, NARCO Trust establishment payments and cash taxes relating to the sale of available for sale investments There is a lot more opportunity to ensure “the machinery” works better every day through our key process drivers the Honeywell Operating System (HOS), Velocity Product Development™ (VPD™), and Functional Transformation (FT). Improving those processes constantly allows our 131,000+ employees to be more efficient and effective every day. We can make all kinds of great business and strategic decisions, but if there aren’t great processes to implement them, it doesn’t matter much. Culture is equally important to sustained performance. The ability to learn and evolve faster than our markets, to be a “Thinking Company”, to recognize “The Trick is in the Doing,” to see the difference between “Compliance with Words” and “Compliance with Intent,” the ability to accomplish “Two Seemingly Conflicting Goals at the Same Time,” to achieve our quarterly targets while “Seed Planting” for quarters three years from now. Culture makes a difference... and ours is hugely different from what it was. Leadership Our Business Model works because we have terrific leaders to make it happen. Leadership also makes a difference. I often say that Leadership requires three elements of which only one is very visible. The first is the ability to mobilize or excite a workforce. This one is the most visible, gets the most attention, and I’d say is only 5% of the job of a leader. The second element is the ability to pick the right direction…and to be able to do it even in the face of what’s considered collective wisdom at the time. Some have referred to that collective wisdom as “Fad Surfing,” a term I like myself because that’s exactly what happens. Many leadership errors occur because leaders follow fads and don’t think for themselves. The third element is the ability to get the entire organization moving step-by-step in the right direction. This one is tough because many leaders start to think their job is to just make the decisions and let others handle the step-by-step, get it done, work. That’s also a leadership mistake. Leaders have to be involved in ensuring that step-by-step the organization moves in the right direction. That the machinery works. That’s not micro management, that’s leadership that understands no good decision is worth anything unless it actually gets done. Our strength as a company has been those second and third elements that aren’t as visible but that represent 95% of leadership. Having a sound, consistent strategy and executing against it day-by-day. Letting our competitors be the guys making the wonderful new strategic shifts every couple of years that get a lot of attention…and no results. Cash Deployment Our focus on implementing the Business Model and having the right kinds of leaders has shown up in operating results, stock performance, and cash flow. That has resulted in a cash balance at year end of $6.4 billion and debt of $8.8 billion causing a lot of investor questions along the lines of, “So Dave, what are you going to do with the cash?” My first response is that no one should worry about me blowing it or doing something silly. After 12 years in this job, it’s really nice Investors generally accept that, because they weren’t so sure in the beginning. Our first priority is to continue driving superior cash flow by having high quality earnings. That is, to have a high free cash flow conversion rate** (Free Cash Flow** divided by Net Income*). In this decade we have averaged about 122% free cash flow conversion** meaning very high-quality earnings. The next priority is to ensure we invest in our businesses. We have to keep seed planting. That’s particularly noteworthy now as we invest more heavily in Performance Materials and Technologies (PMT) for new production capacity to support orders we’ve already won. That’s a very nice position to be in where plants are basically full the day they are completed. We’ll spend an additional $300 million of CAPEX in 2014 and about the same amount again in 2015 largely driven by PMT plant projects. These are high IRR (Internal Rate of Return) projects and a great use of shareowner funds to drive future performance in cash and earnings. The next priority is to pay a strong competitive dividend that we can be reasonably confident will never be cut. Importantly, shareowners should have reasonable confidence that the dividend will continue to grow in the future as we perform. Over the last 10 years we have increased our dividend per share 140% from $0.75 to $1.80 per annum. I used to say that after CAPEX and dividends, there were two other potential uses for cash…share repurchases and acquisitions. Now I would add a third and that is to let cash build a bit. When it comes to share repurchases, we want to do enough on an ongoing basis to keep share count flat. Beyond that, we want to be opportunistic so we’re buying at the right time. Studies estimate that nearly two out of three companies in the S&P 500 repurchase at the wrong time. I’d say the 2007 big repurchase we did wasn’t one of my better decisions. While we repurchased at an average price of $54 and today it’s about $90 (so it wasn’t that bad), it sure would have felt better to have that $4 billion in the middle of the recession when the stock price dropped to $23.23. Our repurchase strategy is to do enough on an ongoing basis to hold share count flat (dollar cost averaging if you will) and be opportunistic for bigger amounts when we can be confident we will be in the one third of companies that get the timing right. Letting cash build a bit will also let us be opportunistic to do more smart acquisitions, something we do very well and now have a lot of credibility given our performance. We continue to adhere to a rigorous, disciplined process that results in not overpaying, great execution, and terrific results for shareowners. We have four major steps…identification, valuation, due diligence, and integration. We developed this process internally and it works. That adherence to discipline begins with me. For any deal over $50 million I personally conduct the integration review pre-close, at 30-60-90 days, and quarterly thereafter for at least a year to ensure we are performing as we said we would. We also never allow sales synergies to be included in a valuation model. We do achieve good sales synergies and they are a nice return upside, but I don’t want anyone counting on them. The process works. The problem with good acquisitions is that the timing is unpredictable. I can’t say with confidence how much we’ll be able to spend in any year. I’ve likened it to being in a retail store where from 10AM to 2PM no one comes in and at 2:07PM, six people walk in at the same time.