WASHINGTON, D.C. 20549
Honeywell International Inc.
300 South Tryon Street
Charlotte, NC 28202
The accompanying notes are an integral part of these financial
statements.
The accompanying notes are an integral part of these financial
statements.
Notes
to Financial Statements
1. |
Description of the Plan |
General
The Honeywell 401(k) Plan (the
“Plan”) is a defined contribution plan for certain employees of Honeywell International Inc. (the “Company”).
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”)
and the Internal Revenue Code (“Code”). The following represents a summary of key provisions of the Plan but does not
purport to be complete and is qualified in its entirety by the terms of the Plan. Participants should refer to the Plan document
for a more complete description of the Plan’s provisions.
Administration
The Company’s Vice President
– Human Resources of Compensation and Benefits is the Plan Administrator and has full discretionary authority to manage and
control the operation and administration of the Plan, including the power to interpret provisions of the Plan and to promulgate
policies and procedures for the Plan’s administration and to delegate administration of the Plan. The Savings Plan Investment
Committee has the power and authority to enter into agreements with the trustee to provide for the investment of Plan assets and
to appoint investment managers to direct such trustee, as appropriate. The trustee and custodian of the Plan is The Northern Trust
Company (the “Trustee”).
Administration services for the
Plan are provided by Fidelity Investments Institutional Operations Company.
Contributions and Vesting
Participants are permitted to
contribute from 1 percent to 30 percent of their “base pay” as defined in the Plan document during each pay period,
subject to certain restrictions for “highly compensated employees”, as defined in the Plan document. Participants may
elect to make contributions to the Plan in any combination of before-tax, after-tax and Roth 401(k) contributions and may direct
those contributions into any investment option available within the Plan. The investment options for participants consist of white-labeled,
multi-managed funds that are proprietary to the Plan. The combined before-tax and Roth 401(k) contributions may not exceed $20,500
annually. In addition to regular before-tax, after-tax or Roth 401(k) contributions, eligible participants may also contribute
up to $6,500 annually in catch-up contributions if they are or will attain age 50 by December 31st and are contributing
at least 8 percent in before-tax contributions and/or Roth contributions to the Plan, or have contributed the maximum regular before-tax
contributions to the Plan.
Depending on the rate designated
for the participant’s Participating Unit, as defined below, the Company makes contributions with respect to a participant’s
contributions up to a maximum of 8 percent of a participant’s base pay. The Company does not match catch-up contributions.
All of the Company’s matching contributions are initially invested in the Honeywell Common Stock Fund. Vested participants
may subsequently direct such matching contributions into any investment option available within the Plan.
A Participating Unit is a group
of employees which has been designated as participating in the Plan. The Company may contribute on behalf of each participant between
0 percent and 87.5 percent of such participant’s contribution to the Plan, depending upon the rate designated for the participant’s
Participating Unit.
There are two forms of Company
matching contributions as follows: (i) variable Company matching contributions and (ii) non-variable Company matching contributions.
Participating Units whose employees are covered by collective bargaining agreements or government contracts, the terms of which
may change the Company match from time to time, receive the variable Company matching contributions, unless the collective bargaining
agreement or government contract provides that the employees are eligible for the non-variable Company matching contributions.
Honeywell 401(k) Plan
Notes
to Financial Statements - Continued
Participating Units whose employees
are not covered by collective bargaining agreements or government contracts (unless the collective bargaining agreement or government
contract provides otherwise) are generally eligible for the non-variable Company matching contributions.
Participating Units covered by
a non-variable match receive basic matching contributions whereby the Company matches 87.5 percent up to the first 8 percent of
base pay that the participant contributes to the Plan (excluding rollover and catch-up contributions)
Employer matching contributions
for the non-variable match participants are made annually in a lump sum by the end of the January following the calendar year-end.
Participants must be actively employed on December 15th, disabled, or deceased to receive such match. There is no minimum
service requirement to receive the annual match. Accordingly, the Statement of Net Assets Available for Benefits at December 31,
2022 and Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2022 include $208 million for
company matching contributions earned in 2022 and paid by the Company to the Plan in January 2023.
Participants have a full and
immediate vested interest in the portion of their accounts contributed by them and the earnings on such contributions. A participant
will become 100 percent vested in any Company contributions upon completion of three years of vesting service or upon attainment
of age 65 while an employee of the Company or an affiliated company. In addition, a participant’s account will become 100
percent vested if the participant’s termination with the Company or an affiliated company was due to any one of the following
(i) retirement under the terms of a Honeywell pension plan in which the participant participates; (ii) disability (as defined under
the plan provisions); (iii) death; (iv) a reduction in force or layoff (as determined by the Company); or (v) a participant’s
business unit is sold or divested. A participant will also become 100 percent vested in any Company contributions in the event
the Company terminates or permanently discontinues contributions to the Plan.
Participant Accounts
Each participant’s account
is credited with the participant’s contribution and allocations of (1) the Company’s matching contribution, if applicable,
and (2) investment earnings, and charged with an allocation of investment losses and administrative expenses. The allocation is
based on participants’ account balances as defined in the Plan document. The benefit to which a participant is entitled is
the benefit that can be provided from the participant’s vested account.
Notes Receivable from Participants
No new loans are permitted from
the Plan. Interest rates for loans outstanding at December 31, 2022 and December 31, 2021 were between 3.25% and 10.5%.
Termination
Although it has not expressed
any intent to do so, the Company has the right under the Plan document to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of a partial or full Plan termination, all Plan funds must be used in
accordance with the terms of the Plan.
Distribution of Benefits
Upon termination of service with
the Company, if a participant’s vested account balance is $1,000 or less (including any rollover contributions), the entire
vested amount in the participant’s account can be distributed to the participant in a single payment, without his or her
consent, unless the participant affirmatively elects to have the benefit rolled over to an eligible retirement plan.
If the vested amount in a participant’s
account is greater than $1,000 but less than $5,000 (excluding any rollover contributions), the participant’s account will
be automatically rolled over to a traditional IRA, unless the participant affirmatively elects to receive the amount in a single
payment or have it rolled over to an eligible retirement plan.
Honeywell 401(k) Plan
Notes
to Financial Statements - Continued
If
the participant’s vested account balance exceeds $5,000 (excluding any rollover contributions), the balance in the account
will remain in the Plan and shall be distributed (1) at the participant’s request, (2) when the participant attains age seventy
and one-half (70-½), through the payment of minimum required distributions, as defined
by the Plan, or (3) upon the participant’s death, whichever is earliest. When a participant dies, if his or her spouse is
the beneficiary, the spouse may remain in the Plan under the same conditions as previously described for the participant. Otherwise,
the entire amount in the participant’s account is distributed in a single payment to the participant’s beneficiary(ies).
Forfeitures
Forfeitures of the Company’s
contributions and earnings thereon due to terminations and withdrawals reduce contributions otherwise due from the Company. Company
contributions made to the Plan were reduced by approximately $7 million due to forfeited nonvested accounts for the year ended
December 31, 2022.
2. |
Significant Accounting Policies |
Basis of Accounting
The financial statements of the
Plan are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
using the accrual basis of accounting.
Use of Estimates
The preparation of financial
statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
Investment Valuation
The Plan’s assets are held
in the Honeywell Savings and Ownership Plan Master Trust (“Master Trust”) along with the assets of the Honeywell Puerto
Rico Savings Plan, the Honeywell Secured Benefit Plan and the Intermec FSSP Spinoff Plan. The Plan’s investment in the Master
Trust represents the Plan’s interest in the net assets of the Master Trust for investment and administrative purposes. The
Plan’s investment is stated at fair value and is based on the beginning of year value of the Plan’s interest in the
Master Trust plus actual Plan contributions, any transfers of assets from other plan(s), and allocated investment income/(loss)
less actual Plan distributions and expenses.
Notes Receivable from Participants
Notes receivable from participants
are valued at cost plus accrued unpaid interest.
Payment of Benefits
Withdrawals and distributions
to participants are recorded when paid.
Expenses
Most expenses
relating to the administration of the Master Trust and managing the funds established thereunder are borne by the participating
plans.
3. |
Interest in Honeywell Savings and Ownership Plan Master Trust |
The Plan’s investments
are held in the Master Trust, which is commingled with the assets of the Honeywell Puerto Rico Savings Plan, the Honeywell Secured
Benefit Plan and the Intermec FSSP Spinoff Plan. Each participating plan’s interest in the Master Trust is divided based
on the participants’ investment elections. The allocation of income and expenses is based upon each plan’s specific interests
in the underlying plan investments, which are based upon participant-direction and Company direction of the investments.
Honeywell 401(k) Plan
Notes
to Financial Statements - Continued
The Master Trust and the Plan’s
interest in the Master Trust is comprised of the following types of investments, at fair value, as of December 31, 2022:
| |
2022 | |
| |
Master Trust Balances | | |
Plan’s Interest in Master Trust Balances | |
| |
(dollars in millions) | |
| |
| | | |
| | |
Collective Trust Funds | |
$ | 7,105 | | |
$ | 7,010 | |
Exchange Traded Funds | |
| 20 | | |
| 20 | |
Honeywell Common Stock | |
| 4,244 | | |
| 4,226 | |
Common Stocks (Separately Managed Portfolios) | |
| 1,149 | | |
| 1,144 | |
Asset Backed Securities | |
| 303 | | |
| 302 | |
Bank Deposits | |
| 269 | | |
| 268 | |
Commercial Mortgage Backed Securities | |
| 8 | | |
| 8 | |
Corporate Bonds | |
| 643 | | |
| 640 | |
U.S. Government and Federal Agencies | |
| 60 | | |
| 60 | |
Municipal Bonds | |
| 78 | | |
| 78 | |
Non-US Government | |
| 66 | | |
| 66 | |
Commercial Paper | |
| 370 | | |
| 368 | |
Repurchase Agreements | |
| 150 | | |
| 149 | |
Total Investments, at fair value | |
| 14,465 | | |
| 14,339 | |
| |
| | | |
| | |
Net assets of the Master Trust | |
$ | 14,465 | | |
$ | 14,339 | |
The Master Trust and the Plan’s
interest in the Master Trust is comprised of the following types of investments, at fair value, as of December 31, 2021:
| |
2021 | |
| |
Master Trust Balances | | |
Plan’s Interest in Master Trust Balances | |
| |
(dollars in millions) | |
| |
| | | |
| | |
Collective Trust Funds | |
$ | 9,379 | | |
$ | 9,256 | |
Exchange Traded Funds | |
| 28 | | |
| 28 | |
Honeywell Common Stock | |
| 4,424 | | |
| 4,407 | |
Common Stocks (Separately Managed Portfolios) | |
| 1,360 | | |
| 1,355 | |
Asset Backed Securities | |
| 339 | | |
| 338 | |
Bank Deposits | |
| 245 | | |
| 244 | |
Commercial Mortgage Backed Securities | |
| 10 | | |
| 10 | |
Corporate Bonds | |
| 725 | | |
| 722 | |
U.S. Government and Federal Agencies | |
| 79 | | |
| 79 | |
Municipal Bonds | |
| 80 | | |
| 80 | |
Non-US Government | |
| 46 | | |
| 46 | |
Commercial Paper | |
| 454 | | |
| 452 | |
Total Investments, at fair value | |
| 17,169 | | |
| 17,017 | |
| |
| | | |
| | |
Net assets of the Master Trust | |
$ | 17,169 | | |
$ | 17,017 | |
Honeywell 401(k) Plan
Notes
to Financial Statements - Continued
The Master Trust’s net
appreciation (depreciation) and investment income (loss) for the year ended December 31, 2022 is as follows:
| |
2022 | |
| |
(dollars in
millions) | |
| |
| | |
Net appreciation (depreciation) in fair value of investments | |
$ | (1,824 | ) |
Dividend and interest income | |
| 84 | |
Total investment income (loss) and net appreciation (depreciation) | |
$ | (1,740 | ) |
Investment Valuation and Income
Recognition – Master Trust
Master Trust
investments are stated at fair value. Interest income is recorded on the accrual basis, and dividend income is recorded on the
ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis. Net appreciation/(depreciation) consists
of both realized gains/(losses) on investments bought, sold and matured, as well as the change in unrealized gains/(losses) on
investments held during the year.
From time to time, investment
managers may use derivative financial instruments including foreign exchange forward and futures contracts. Derivative instruments
are used primarily to mitigate exposure to foreign exchange rate and interest rate fluctuations as well as manage the investment
composition in the portfolio. The Master Trust held no derivative instruments as of December 31, 2022 and 2021.
Determination of Fair Value
The accounting guidance defines
fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date and establishes a framework for measuring fair value.
The Master Trust valuation methodologies
for assets and liabilities measured at fair value are described below. The methods described as follows may produce a fair value
calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Master
Trust believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies
or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value
at the reporting date.
Valuation Hierarchy
The accounting guidance establishes
a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency
of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
| · | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical
assets or liabilities in active markets. |
| · | Level 2 — inputs to the valuation methodology include quoted prices for similar assets or
liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially
the full term of the financial instrument. |
| · | Level 3 — inputs to the valuation methodology are unobservable and significant to the fair
value measurement. |
A financial instrument’s
categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements).
The following is a description
of the valuation methodologies used for financial instruments measured at fair value. There have been no changes in the methodologies
used at December 31, 2022 and 2021.
Honeywell 401(k) Plan
Notes
to Financial Statements - Continued
Collective Trust Funds
Collective Trusts funds are investment
vehicles utilized as or within the target date funds, equity index funds, investment grade bond fund, and global REIT fund. These
funds permit daily subscriptions and redemption of units. These investments are valued using net asset values (“NAV”)
provided by the administrator of the underlying fund. The NAV is based on the value of the underlying assets owned by the fund,
less its liabilities, divided by the number of units outstanding.
Collective Trust funds measured
at fair value using net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair
value hierarchy. The fair value amounts presented in the hierarchy tables for Collective Trust funds are intended to permit reconciliation
of the Master Trust’s total investments, at fair value.
Honeywell International
Inc. Common Stock, Other Common Stocks and Exchange Traded Funds
Honeywell International Inc.
common stock is valued at the closing price reported on the New York Stock Exchange Composite Transaction Tape. Other common stocks
and exchange traded funds are valued at the closing price reported on the principal market on which the respective securities are
traded. Honeywell International Inc. common stock, other common stocks and exchange traded funds are all classified within level
1 of the valuation hierarchy.
Fixed Income Investments
Fixed income securities (other
than commercial mortgage backed securities) are valued at the regular close of trading on each valuation date at the evaluated
bid prices supplied by pricing vendors or brokers, if any, whose prices reflect broker/dealer supplied valuations and electronic
data processing techniques. Commercial mortgage backed securities are valued using pool-specific pricing. The pool-specific pricing
is provided by the pricing vendors and typically they use Interactive Data for these investments. Fixed income securities, including
corporate bonds, U.S. government and federal agencies, Non-U.S. government, municipal bonds, commercial paper, bank deposits, asset-backed
securities and commercial mortgage backed securities are classified within Level 2 of the valuation hierarchy. Certain of the asset-back
securities contain components that are unobservable and therefore are classified within Level 3 of the valuation hierarchy.
Repurchase Agreements
The forward repurchase and reverse
repurchase commitments are value based on the spread between the market value of the government security and the underlying collateral
and therefore are classified within Level 2 of the valuation hierarchy.
Honeywell 401(k) Plan
Notes
to Financial Statements - Continued
The following tables present
the Master Trust’s assets measured at fair value as of December 31, 2022 and 2021, by the fair value hierarchy.
| |
2022 |
| |
Level 1 | |
Level 2 | |
Level 3 | |
Total |
| |
(dollars in millions) |
| |
| | |
| | |
| | |
| |
Common Stocks | |
$ | 5,393 | | |
$ | - | | |
$ | - | | |
$ | 5,393 | |
Exchange Traded Funds | |
| 20 | | |
| - | | |
| - | | |
| 20 | |
Fixed Income Investments: | |
| | | |
| | | |
| | | |
| | |
Asset Backed Securities | |
| - | | |
| 303 | | |
| - | | |
| 303 | |
Bank Deposits | |
| - | | |
| 269 | | |
| - | | |
| 269 | |
Commercial Mortgage Backed Securities | |
| - | | |
| 8 | | |
| - | | |
| 8 | |
Corporate Bonds | |
| - | | |
| 643 | | |
| - | | |
| 643 | |
U.S. Government and Federal Agencies | |
| - | | |
| 60 | | |
| - | | |
| 60 | |
Municipal Bonds | |
| - | | |
| 78 | | |
| - | | |
| 78 | |
Non-US Government | |
| - | | |
| 66 | | |
| - | | |
| 66 | |
Commercial Paper | |
| - | | |
| 370 | | |
| - | | |
| 370 | |
Repurchase Agreements | |
| - | | |
| 150 | | |
| - | | |
| 150 | |
| |
$ | 5,413 | | |
$ | 1,947 | | |
$ | - | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Collective Trust Funds | |
| | | |
| | | |
| | | |
$ | 7,105 | |
Total Investments | |
| | | |
| | | |
| | | |
$ | 14,465 | |
| |
| |
| |
2021 |
| |
Level 1 | |
Level 2 | |
Level 3 | |
Total |
| |
(dollars in millions) |
| |
| | |
| | |
| | |
| |
Common Stocks | |
$ | 5,784 | | |
$ | - | | |
$ | - | | |
$ | 5,784 | |
Exchange Traded Funds | |
| 28 | | |
| - | | |
| - | | |
| 28 | |
Fixed Income Investments: | |
| | | |
| | | |
| | | |
| | |
Asset Backed Securities | |
| - | | |
| 333 | | |
| 6 | | |
| 339 | |
Bank Deposits | |
| - | | |
| 245 | | |
| - | | |
| 245 | |
Commercial Mortgage Backed Securities | |
| - | | |
| 10 | | |
| - | | |
| 10 | |
Corporate Bonds | |
| - | | |
| 725 | | |
| - | | |
| 725 | |
U.S. Government and Federal Agencies | |
| - | | |
| 79 | | |
| - | | |
| 79 | |
Municipal Bonds | |
| - | | |
| 80 | | |
| - | | |
| 80 | |
Non-US Government | |
| - | | |
| 46 | | |
| - | | |
| 46 | |
Commercial Paper | |
| - | | |
| 454 | | |
| - | | |
| 454 | |
| |
$ | 5,812 | | |
$ | 1,972 | | |
$ | 6 | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Collective Trust Funds | |
| | | |
| | | |
| | | |
$ | 9,379 | |
Total Investments | |
| | | |
| | | |
| | | |
$ | 17,169 | |
4. |
Party-In-Interest Transactions |
The Master Trust is invested
in the Company’s common stock which qualifies as a party-in-interest transaction. During the year ended December 31, 2022,
the Master Trust’s investment in the Company’s common stock included purchases of approximately $500 million, sales
of approximately $752 million, realized gains of approximately $214 million (realized gains of approximately $213 million by the
Plan), unrealized loss of approximately $119 million and dividend income of approximately
Honeywell 401(k) Plan
Notes
to Financial Statements - Continued
$83.5 million. The Master
Trust invests in short term investment funds managed by the Trustee. These investments qualify as party-in-interest transactions.
As described in Note 2 – “Expenses”, the Plan paid certain expenses related to Plan operation and investment
activity to the Trustee.
The Company is both the plan
sponsor and a party to the Master Trust, therefore the Master Trust investment and the Plan’s interest of $4.2 billion in
the Company’s common stock as of December 31 2022, qualifies as a related party transaction, along with the dividend income
of $83 million earned by the Plan on this investment.
5. |
Risks and Uncertainties |
The Plan provides for various
investment options. Investment securities are exposed to certain risks, such as interest rate, market, liquidity and credit risks.
Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the
value of investment securities will occur in the near term and that such changes could materially affect participants’ account
balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets
available for benefits.
On January 21, 2016, the Plan
received a favorable determination letter from the Internal Revenue Service indicating that the Plan satisfies the requirements
of Section 401(a) of the Code and that the Plan qualifies as an Employee Stock Ownership Plan as defined in Section 4975(e)(7)
of the Code. Although the Plan has been amended since receiving the determination letter, the Plan’s administrator and legal
counsel believe that the Plan has been designed and is currently being operated in compliance with the applicable requirements
of the Code. The Master Trust under the Plan is intended to be exempt under Section 501(a) of the Code. Accordingly, no provision
for income taxes has been made.
U.S. GAAP requires plan management
to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more
likely than not would not be sustained upon examination by the Internal Revenue Service. As of December 31, 2022 and 2021, the
Plan Administrator has analyzed the tax positions by the Plan, and has concluded that there are no uncertain positions taken or
expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan
Administrator believes it is no longer subject to income tax examinations for years prior to 2019.
7. |
Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation
of net assets available for benefits per the financial statements to Form 5500 at December 31, 2022 and 2021:
| |
2022 | |
2021 |
| |
| | | |
| | |
Net assets available for benefits per the financial statements | |
$ | 14,566 | | |
$ | 17,231 | |
Amounts allocated to withdrawing participants | |
| - | | |
| (3 | ) |
| |
| | | |
| | |
Net assets available for benefits per the Form 5500 | |
$ | 14,566 | | |
$ | 17,228 | |
The following is a reconciliation
of benefits paid to participants per the financial statements to Form 5500 for the year ended December 31, 2022:
Honeywell 401(k) Plan
Notes
to Financial Statements - Continued
| |
2022 |
| |
(dollars in millions) |
| |
| | |
Benefits paid to participants per the financial statements | |
$ | 1,572 | |
Add: amounts allocated to withdrawing participants at December 31, 2022 | |
| - | |
Less: amounts allocated to withdrawing participants at December 31, 2021 | |
| (3 | ) |
| |
| | |
Benefits paid to participants per the Form 5500 | |
$ | 1,569 | |
Honeywell 401(k) Plan
Schedule
H, Line 4(i) – Schedule of Assets (held at end of year)
As of December 31, 2022
Employer Identification Number: 22-2640650
Plan Number: 302
(Dollars in Millions)
* Party-in-interest.