UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8974 Honeywell International Inc. (Exact name of registrant as specified in its charter) Delaware 22-2640650 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 Columbia Road Morris Township, New Jersey 07962 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (973) 455-2000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered Common Stock, par value $1 per share* New York Stock Exchange Chicago Stock Exchange 1 9 /2% Debentures due June 1, 2016 New York Stock Exchange * The common stock is also listed on the London Stock Exchange. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes S No £ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes £ No S 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 S No £ Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No £ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer S Accelerated filer £ Non-accelerated filer £ Smaller reporting company £ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No S The aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $62.3 billion at June 30, 2013. There were 784,131,620 shares of Common Stock outstanding at January 24, 2014. Documents Incorporated by Reference Part III: Proxy Statement for Annual Meeting of Shareowners to be held April 28, 2014. TABLE OF CONTENTS Item Page Part I 1. Business 1 1A. Risk Factors 14 1B. Unresolved Staff Comments 21 2. Properties 21 3. Legal Proceedings 22 4. Mine Safety Disclosures 23 Executive Officers of the Registrant 23 Part II. 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 6. Selected Financial Data 26 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 7A. Quantitative and Qualitative Disclosures About Market Risk 58 8. Financial Statements and Supplementary Data 59 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 122 9A. Controls and Procedures 122 9B. Other Information 123 Part III. 10. Directors and Executive Officers of the Registrant 123 11. Executive Compensation 123 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 123 13. Certain Relationships and Related Transactions 126 14. Principal Accounting Fees and Services 126 Part IV. 15. Exhibits and Financial Statement Schedules 126 Signatures 127 PART I. Item 1. Business Honeywell International Inc. (Honeywell) is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services, control, sensing and security technologies for buildings, homes and industry, turbochargers, automotive products, specialty chemicals, electronic and advanced materials, process technology for refining and petrochemicals, and energy efficient products and solutions for homes, business and transportation. Honeywell was incorporated in Delaware in 1985. We maintain an internet website at http://www.honeywell.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, are available free of charge on our website under the heading “Investor Relations” (see “SEC Filings & Reports”) immediately after they are filed with, or furnished to, the Securities and Exchange Commission (SEC). In addition, in this Form 10-K, the Company incorporates by reference certain information from parts of its proxy statement for the 2014 Annual Meeting of Stockholders, which we expect to file with the SEC on or about March 13, 2014, and which will also be available free of charge on our website. Information relating to corporate governance at Honeywell, including Honeywell’s Code of Business Conduct, Corporate Governance Guidelines and Charters of the Committees of the Board of Directors are also available, free of charge, on our website under the heading “Investor Relations” (see “Corporate Governance”), or by writing to Honeywell, 101 Columbia Road, Morris Township, New Jersey 07962, c/o Vice President and Corporate Secretary. Honeywell’s Code of Business Conduct applies to all Honeywell directors, officers (including the Chief Executive Officer, Chief Financial Officer and Controller) and employees. Major Businesses We globally manage our business operations through four businesses that are reported as operating segments: Aerospace, Automation and Control Solutions, Performance Materials and Technologies, and Transportation Systems. Financial information related to our operating segments is included in Note 24 of Notes to Financial Statements in “Item 8. Financial Statements and Supplementary Data.” The major products/services, customers/uses and key competitors of each of our operating segments follows: Aerospace Our Aerospace segment is a leading global provider of integrated avionics, engines, systems and service solutions for aircraft manufacturers, airlines, business and general aviation, military, space and airport operations. Turbine propulsion engines Major Products/Services Major Customers/Uses Key Competitors TFE731 turbofan Business, regional, and general Rolls Royce/Allison TFE1042 turbofan aviation Turbomeca ATF3 turbofan Commercial helicopters United Technologies F125 turbofan Military vehicles Williams F124 turbofan Military helicopters ALF502 turbofan Military trainer LF507 turbofan CFE738 turbofan HTF 7000 turbofan T53 turboshaft T55 turboshaft CTS800 turboshaft 1 Turbine propulsion engines Major Products/Services Major Customers/Uses Key Competitors HTS900 turboshaft LT101 turboshaft TPE 331 turboprop AGT1500 turboshaft Repair, overhaul and spare parts Auxiliary power units (APUs) Major Products/Services Major Customers/Uses Key Competitors Airborne auxiliary power units Commercial, regional, business United Technologies Jet fuel starters and military aircraft Secondary power systems Ground power Ground power units Repair, overhaul and spare parts Environmental control systems Major Products/Services Major Customers/Uses Key Competitors Air management systems: Commercial, regional and Auxilec Air conditioning general aviation aircraft Barber Colman Bleed air Military aircraft Dukes Cabin pressure control Ground vehicles Eaton-Vickers Air purification and treatment Spacecraft General Electric Gas Processing Liebherr Heat Exchangers Pacific Scientific Repair, overhaul and spare TAT parts United Technologies Electric power systems Major Products/Services Major Customers/Uses Key Competitors Generators Commercial, regional, business General Electric Power distribution & control and military aircraft Safran Power conditioning Commercial and military United Technologies Repair, overhaul and spare helicopters parts Military vehicles Engine systems accessories Major Products/Services Major Customers/Uses Key Competitors Electronic and hydromechanical Commercial, regional and BAE Controls fuel controls general aviation aircraft Parker Hannifin Engine start systems Military aircraft United Technologies Electronic engine controls Sensors Valves Electric and pneumatic power generation systems Thrust reverser actuation, pneumatic and electric Avionics, displays, flight guidance and flight management systems Major Products/Services Major Customers/Uses Key Competitors Flight data and cockpit voice Commercial, business and BAE recorders general aviation aircraft Boeing/Jeppesen Integrated avionics systems Government aviation Garmin 2 Avionics, displays, flight guidance and flight management systems Major Products/Services Major