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United States securities and exchange commission logo
October 17, 2022
Robert Mailloux
Vice President and Controller
HONEYWELL INTERNATIONAL INC
855 South Mint Street
Charlotte, NC 28202
Re: HONEYWELL
INTERNATIONAL INC
Form 10-K for the
year ended December 31, 2021
Filed February 11,
2022
Form 8-K filed July
28, 2022
File No. 1-08974
Dear Robert Mailloux:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Customers and Suppliers, page 16
1. We note from your
disclosure on page three that you have implemented and continue to
identify actions to
mitigate the effect of supply chain constraints and rising costs for
materials and labor.
You also disclose on page eight that you have implemented short-
term and long-term
strategies to reduce the impacts of current and future disruptions of the
supply chain for
certain raw materials. In future periodic filings, please provide a more
comprehensive
discussion explaining the mitigation efforts you have undertaken and
discuss known trends or
uncertainties resulting from mitigation efforts undertaken, if any.
Explain whether any
mitigation efforts introduce new material risks, including those
related to product
quality, reliability, or regulatory approval of products. Please also
discuss whether supply
chain disruptions materially effect your outlook or business goals.
Robert Mailloux
FirstName LastNameRobert MaillouxINC
HONEYWELL INTERNATIONAL
Comapany
October 17,NameHONEYWELL
2022 INTERNATIONAL INC
October
Page 2 17, 2022 Page 2
FirstName LastName
Results of Operations, page 17
2. Where you identify two or more factors that contributed to material
changes in financial
statement line items, please expand your disclosures to quantify the
individual impact of
each factor; for example, we note you have identified multiple factors
contributing to the
decrease in revenue for Defense and Space within your Aerospace
segment. Please note
this comment applies to all future periodic reporting as we note
similar instances in your
Form 10-Q for the period ended June 30, 2022. Please refer to Item
303(a)(3) of
Regulation S-K and SEC Release No. 33-8350.
Liquidity and Capital Resources, page 39
3. Given the significance of your foreign operations, please revise
future disclosures to
quantify the amount of cash and cash equivalents held in foreign
jurisdictions as of the
most recent period end, and address the potential impact on your
liquidity of
holding cash outside the U.S. Additionally, if your cash is located in
various tax
jurisdictions with differing tax rates, please expand your liquidity
disclosure to address the
potential tax consequences (if any) of repatriating cash from foreign
tax jurisdictions. To
the extent you believe cash is indefinitely reinvested in foreign
entities and is not likely to
be repatriated for any foreseeable purpose, please disclose that
viewpoint.
Cash Flow Summary, page 40
4. In future filings, please expand your narrative to quantify and more
fully discuss the
primary reasons for the significant changes in working capital between
periods. In this
regard we note higher inventory and accounts payable balances. Please
explain the
underlying factors causing these increases. Refer to Section IV.B.1 of
SEC Release No.
33-8350.
Form 8-K filed July 28, 2022
Exhibit 99, page 1
5. We note in the discussion on page one that several non-GAAP financial
measures were
referenced without any discussions of corresponding GAAP financial
measures. Please
revise future earnings reports to provide discussions of financial
measures on a GAAP
basis with equal or greater prominence to the non-GAAP financial
measures. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the
Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Exhibit 99, page 15
6. In your reconciliation of adjusted diluted earnings per share, you
present adjustments net
of tax. Please revise your reconciliations in future filings to
present the tax effects of non-
GAAP adjustments as a separate adjustment and provide an explanation
of how the tax
impacts are calculated. Please refer to Question 102.11 of the
Compliance & Disclosures
Robert Mailloux
HONEYWELL INTERNATIONAL INC
October 17, 2022
Page 3
Interpretations on Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Mindy Hooker at (202) 551-3732 or Jeff Gordon at (202)
551-3866
with any questions.
FirstName LastNameRobert Mailloux Sincerely,
Comapany NameHONEYWELL INTERNATIONAL INC
Division of Corporation Finance
October 17, 2022 Page 3 Office of Manufacturing
FirstName LastName