FORM 10−K HONEYWELL INTERNATIONAL INC − hon Filed: February 16, 2007 (period: December 31, 2006) Annual report which provides a comprehensive overview of the company for the past year Table of Contents Part III: Proxy Statement for Annual Meeting of Shareowners to be held April 23, 2007. PART I. Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders Part II. Item 5. Market for Registrant s Common Equity, Related Stockholder Item 6. Selected Financial Data Item 7. Management s Discussion and Analysis of Financial Condition and Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III. Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions Item 14. Principal Accounting Fees and Services Part IV. Item 15. Exhibits and Financial Statement Schedules SIGNATURES EXHIBIT INDEX EX−10.1 (Material contracts) EX−10.6 (Material contracts) EX−10.8 (Material contracts) EX−10.9 (Material contracts) EX−10.22 (DEFERRED COMPENSATION AGREEMENT) EX−10.23 (Material contracts) EX−10.24 (Material contracts) EX−10.25 (Material contracts) EX−10.26 (Material contracts) EX−10.27 (2006 Stock Incentive Planof Honeywell International Inc. and its AffilO PTION A WARD A GREEMENT) EX−10.28 (R ESTRICTED U NIT A GREEMENT) EX−10.30 (PERFORMANCE SHARE AGREEMENT) EX−10.31 (Material contracts) EX−12 (Statement regarding computation of ratios) EX−21 (Subsidiaries of the registrant) EX−23 (Consents of experts and counsel) EX−24 (Power of attorney) EX−31.1 (Certifications required under Section 302 of the Sarbanes−Oxley Act of 2002) EX−31.2 (Certifications required under Section 302 of the Sarbanes−Oxley Act of 2002) EX−32.1 (Certifications required under Section 906 of the Sarbanes−Oxley Act of 2002) EX−32.2 (Certifications required under Section 906 of the Sarbanes−Oxley Act of 2002) 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, 2006 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 Zero Coupon Serial Bonds due 2009 New York Stock Exchange 1 9 D2% Debentures due June 1, 2016 New York Stock Exchange * The common stock is also listed for trading 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 X 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 X Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate 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. S Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non−accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b−2 of the Exchange Act. (Check One): Large accelerated filer S Accelerated filer £ Non−accelerated filer £ Source: HONEYWELL INTERNATIO, 10−K, February 16, 2007 Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b−2 of the Act). Yes No X The aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $33.0 billion at June 30, 2006. There were 799,927,635 shares of Common Stock outstanding at January 31, 2007. Documents Incorporated by Reference Part III: Proxy Statement for Annual Meeting of Shareowners to be held April 23, 2007. Source: HONEYWELL INTERNATIO, 10−K, February 16, 2007 TABLE OF CONTENTS Item Page Part I. 1. Business 1 1A. Risk Factors 10 1B. Unresolved Staff Comments 14 2. Properties 14 3. Legal Proceedings 15 4. Submission of Matters to a Vote of Security Holders 16 Executive Officers of the Registrant 17 Part II. 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18 6. Selected Financial Data 20 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 20 7A. Quantitative and Qualitative Disclosures About Market Risk 44 8. Financial Statements and Supplementary Data 45 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 98 9A. Controls and Procedures 98 9B. Other Information 99 Part III. 10. Directors and Executive Officers of the Registrant 99 11. Executive Compensation 99 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 99 13. Certain Relationships and Related Transactions 99 14. Principal Accounting Fees and Services 99 Part IV. 15. Exhibits and Financial Statement Schedules 100 Signatures 101 Source: HONEYWELL INTERNATIO, 10−K, February 16, 2007 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, and process technology for refining and petrochemicals. 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 2007 Annual Meeting of Stockholders, which we expect to file with the SEC on or about March 12, 2007, and which will also be available free of charge at 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. The certifications of our Chief Executive Officer and Chief Financial Officer pursuant to Section 302 and Section 906 of the Sarbanes−Oxley Act of 2002 about the disclosure contained in this Annual Report on Form 10−K are included as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Annual Report and are available free of charge on our website under the heading Investor Relations (see SEC Filings & Reports). Our Chief Executive Officer certified to the New York Stock Exchange (NYSE) on May 23, 2006, pursuant to Section 303A.12 of the NYSE's listing standards, that he was not aware of any violation by Honeywell of the NYSE's corporate governance listing standards as of that date. Major Businesses We globally manage our business operations through four businesses that are reported as operating segments: Aerospace, Automation and Control Solutions, Specialty Materials and Transportation Systems. Financial information related to our operating segments is included in Note 23 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: Product/Service Classes Major Products/Services Major Customers/Uses Key Competitors Aerospace Turbine propulsion engines TFE731 turbofan Business, regional,