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Honeywell's Second-Quarter Earnings Per Share 37 Cents; Cash from Operations $553 Million

    MORRIS TOWNSHIP, N.J.--July 17, 2003--Honeywell -0-

    --  Revenues of $5.7 billion, up 2% vs. 2002

    --  Free cash flow of $382 million equals 120% of net income

    --  More than $1.3 billion in new Aerospace contracts announced at
        Paris Air Show

    --  Continued progress on Specialty Materials portfolio

    Honeywell today announced second-quarter earnings per share of 37 cents, in line with prior earnings guidance. The results are 19 cents below the same period last year, due to nine cents worth of higher pension expense, including the effect of dilution from the prior year's contribution of shares to the company's pension plans; four cents from lower sales in higher margin businesses; and four cents from increased product development and other expenses. Revenues of $5.7 billion were up 2% from the previous year, driven by 4% of foreign currency translation. Free cash flow of $382 million includes the impact of a $170 million voluntary pension contribution.
    "The results for the second quarter represent solid performance for Honeywell with good revenues, earnings and cash flow in a difficult economic environment," said Honeywell Chairman and Chief Executive Officer Dave Cote. "We continue to be focused on executing key strategies, improving customer service, reducing cycle times and investing to support our growth initiatives. The results from the quarter reflect the determination of our management team and the efforts of Honeywell employees worldwide."
    Segment profit margins were 8.8%, compared with 12.2% in the same period last year. The increase in pension costs accounted for 1.5 percentage points of the change with the remainder primarily due to declines in commercial aerospace and increased product development and administrative expenses. Free cash flow equaled 120% of net income with working capital contributing approximately $100 million in the quarter after adjusting for the non-cash impact of foreign currency translation. Cash and cash equivalents reached $2.6 billion, resulting in net debt of $2.8 billion, or 22% of net capital.
    "The second quarter also featured significant progress in each of our businesses," Mr. Cote said. "In addition to the $1.3 billion in new contracts announced at the Paris Air Show, Honeywell's Aerospace business received an order for Primus Epic integrated cockpits for 85 to 135 new Embraer regional jets purchased by US Airways. In another highlight, Primus Epic obtained its first government approval as part of the Bell/Agusta AB139 helicopter's certification in Italy.
    "During the quarter in our Automation and Control Solutions business (ACS), cumulative orders climbed above $240 million for the Experion PKS(TM) process control system. Our turbocharger business had its fourth consecutive quarter of double-digit revenue growth, exhibiting strength in all geographic regions. And, we took an important step in the reorganization of our Specialty Materials business by completing transactions with BASF.
    "We also named a highly regarded financial professional to be our new Chief Financial Officer. Dave Anderson's credibility and experience in global corporate finance will help Honeywell chart its course for the future."

    Second-Quarter Segment Highlights

    Aerospace

-- Revenues were down 2% compared with the second quarter of 2002, primarily as a result of commercial aerospace.
-- Segment margins were 10.4%, down from 16.5%, due to lower sales of commercial original equipment and higher-margin commercial spare parts, as well as higher pension costs.
-- The company announced more than $1.3 billion in new orders at the Paris Air Show, including contract wins to supply avionics, auxiliary power units, and wing anti-ice valves on easyJet's 120 Airbus A319 aircraft; Primus Epic integrated cockpits for 100 to 200 new Embraer regional aircraft purchased by JetBlue; avionics for the F-35 Joint Strike Fighter; pneumatics for General Electric's GP7200 engine for the Airbus A380 as well as engine accessories and valves for GE engines that power the U.S. Air Force C5 transport; and weather radar for the U.S. Air Force's fleet of C-17 "Globemaster" transport aircraft.
-- The Federal Aviation Administration selected the company to provide development, manufacturing, airport installation, training and support for the new satellite-based precision approach and landing system known as the Local Area Augmentation System, a program with a lifetime value that, with the exercise of contract options, could exceed $350 million.

    Automation and Control Solutions

    -- Revenues were up 4% compared with the second quarter of 2002,
    due mostly to acquisitions and favorable foreign currency
    translation.

    -- Segment margins were 9.6%, compared with 12.5% in the second
    quarter of 2002, driven by increased pension costs, a decline
    in higher margin sales in ACS' service business and increased
    research and development and other expenses.

    -- ACS' service business announced a new contract to supply and
    install advanced fire detection and life safety systems at the
    Dallas/Fort Worth International Airport - the latest in a
    series of integrated offerings to airport authorities
    worldwide.

    -- Frost & Sullivan, a global leader in market research, named
    ACS the 2003 Industrial Controls Solutions Company of the
    Year, attributing the success to products such as the Experion
    PKS(TM) process control system that automates, controls and
    monitors manufacturing operations.

    Transportation Systems

    -- Revenues increased 15% year-over-year driven by continued
    strong growth in turbochargers and favorable foreign currency
    translation.

    -- Turbocharger sales continued to be strong in all regions as
    Europe increased 34%, North America increased 30% and Asia
    increased 17%.

    -- Segment margins were 12.1%, compared with 12.9% a year ago,
    primarily reflecting increased pension costs and new product
    development and introduction expenses.

    -- The company announced a $29.1 million agreement with
    BorgWarner to extend the current license agreement on
    Honeywell's innovative variable geometric turbocharger
    technology in order to avoid any disruptions to automotive
    customers, bringing the aggregate settlement agreement to
    $54.1 million.

    Specialty Materials

    -- Revenues were down 5%, compared with the second quarter of
    2002, due largely to the disposition of Advanced Circuits and
    Pharmaceutical Fine Chemicals.

    -- Segment margins of 3.4% were down slightly from the prior year
    as the benefits of cost actions and divestitures of non-core
    businesses partially offset lower prices and higher pension
    and raw material costs.

    -- The group completed two transactions with BASF in which
    Honeywell sold its engineering plastics business to BASF in
    exchange for BASF's nylon fiber business and $90 million in
    cash.

    -- Complementing Honeywell's already strong position in barrier
    technologies, the company completed its acquisition of Kolon
    Industries Inc.'s biaxally oriented nylon films facility in
    Dangjin, South Korea.

    -- Specialty Materials announced an agreement to sell its Metglas
    Solutions business to Hitachi Metals, Ltd.

    During the quarter, Honeywell also recognized an after-tax gain of $15 million on the settlement of a patent-infringement lawsuit, an after-tax gain of $9 million related to the sale of non-strategic businesses and recorded an after-tax liability of $21 million primarily related to environmental litigation. The company also purchased the assets under leases qualifying as variable interest entities resulting in the assumption of $268 million of debt.
    Honeywell will discuss its results during its investor webcast at 8:30am ET today. The webcast and related presentation materials will be available at www.honeywell.com/investor.

    Honeywell is a $22 billion diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; turbochargers; automotive products; specialty chemicals; fibers; and electronic and advanced materials. Based in Morris Township, N.J., Honeywell is one of 30 stocks that make up the Dow Jones Industrial Average and is a component of the Standard & Poor's 500 Index. Its shares are traded on the New York Stock Exchange under the symbol HON, as well as on the London, Chicago and Pacific Stock Exchanges. For more about Honeywell, visit www.honeywell.com.

    This release contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, including statements about future business operations, financial performance and market conditions. Such forward-looking statements involve risks and uncertainties inherent in business forecasts as further described in our filings under the Securities Exchange Act.


                     Honeywell International Inc.
           Consolidated Statement of Operations (Unaudited)
           ------------------------------------------------
                (In millions except per share amounts)


                                                 Three Months Ended
                                                      June 30,
                                               --------------------
                                                  2003       2002
                                               --------    --------

Net sales                                      $ 5,749     $ 5,651
                                               --------    --------

Costs, expenses and other
  Cost of goods sold                             4,514 (A)   4,431 (D)
  Selling, general and administrative expenses     762 (A)     660
 (Gain) loss on sale of non-strategic 
   businesses                                      (31)(B)     166 (E)
  Equity in (income) loss of affiliated 
   companies                                        (6)         (3)(D)
  Other (income) expense                           (24)(C)      (6)
  Interest and other financial charges              87          88
                                               --------    --------
                                                 5,302       5,336
                                               --------    --------

Income before taxes                                447         315
Tax expense (benefit)                              128        (144)
                                               --------    --------

Net income                                     $   319     $   459
                                               ========    ========

Earnings per share of common stock - basic     $  0.37     $  0.56
                                               ========    ========

Earnings per share of common stock - assuming
 dilution                                      $  0.37     $  0.56
                                               ========    ========

Weighted average number of shares outstanding-
 basic                                             860         819
                                               ========    ========

Weighted average number of shares outstanding -
 assuming dilution                                 861         823
                                               ========    ========


(A) Cost of goods sold and selling, general and administrative
    expenses include provisions of $29 and $5 million, respectively,
    for legacy environmental matters deemed probable and reasonably
    estimable in the second quarter of 2003 and net repositioning and
    other charges. Total net pretax charges were $34 million
    (after-tax $21 million, or $0.03 per share).

(B) Represents the pretax gain on the sale of our Engineering Plastics
    business including the tax benefits associated with prior capital
    losses (after-tax $9 million, or $0.01 per share).

(C) Includes a gain of $20 million (after-tax $15 million, or $0.02
    per share) related to the settlement of a patent infringement
    lawsuit.

(D) Cost of goods sold includes a provision of $127 million for net
    repositioning and other charges. Equity in (income) loss of
    affiliated companies includes a charge of $10 million for
    severance actions by an investee. Total net pretax charges were
    $137 million (after-tax $93 million, or $0.11 per share).

(E) Represents the pretax loss on the disposition of our
    Pharmaceutical Fine Chemicals and Automation and Control's
    Consumer Products businesses (after-tax gain $98 million, or $0.12
    per share). The after-tax gain is due to the higher deductible tax
    basis than book basis in the shares sold.


                     Honeywell International Inc.
           Consolidated Statement of Operations (Unaudited)
           ------------------------------------------------
                (In millions except per share amounts)


                                                 Six Months Ended
                                                      June 30,
                                              ---------------------
                                                 2003        2002
                                              ---------   ---------

Net sales                                     $ 11,148    $ 10,850
                                              ---------   ---------

Costs, expenses and other
  Cost of goods sold                             8,754 (A)   8,504 (E)
  Selling, general and administrative expenses   1,465 (A)   1,277 (E)
 (Gain) loss on sale of non-strategic 
   businesses                                      (31)(B)      41 (F)
  Business impairment charges                        -          43 (E)
  Equity in (income) loss of affiliated 
   companies                                        (4)        (10)(E)
  Other (income) expense                           (27)(C)     (22)
  Interest and other financial charges             171         175
                                              ---------   ---------
                                                10,328      10,008
                                              ---------   ---------

Income before taxes and cumulative effect of
 accounting change                                 820         842
Tax expense                                        227           7
                                              ---------   ---------

Income before cumulative effect of accounting
 change                                            593         835
Cumulative effect of accounting change             (20)(D)       -
                                              ---------   ---------

Net income                                    $    573    $    835
                                              =========   =========

Earnings per share of common stock - basic:
  Income before cumulative effect of 
   accounting change                          $   0.69    $   1.02
  Cumulative effect of accounting change         (0.02)(D)       -
                                              ---------   ---------
  Net income                                  $   0.67    $   1.02
                                              =========   =========

Earnings per share of common stock - assuming
 dilution:
  Income before cumulative effect of 
   accounting change                          $   0.69    $   1.02
  Cumulative effect of accounting change         (0.02)(D)      -
                                              ---------   ---------
  Net income                                  $   0.67    $   1.02
                                              =========   =========

Weighted average number of shares outstanding-
 basic                                             858         818
                                              =========   =========

Weighted average number of shares outstanding -
 assuming dilution                                 859         822
                                              =========   =========


(A) Cost of goods sold and selling, general and administrative
    expenses include provisions of $29 and $5 million, respectively,
    for legacy environmental matters deemed probable and reasonably
    estimable in the second quarter of 2003 and net repositioning and
    other charges. Total net pretax charges were $34 million
    (after-tax $21 million, or $0.03 per share).

(B) Represents the pretax gain on the sale of our Engineering Plastics
    business including the tax benefits associated with prior capital
    losses (after- tax $9 million, or $0.01 per share).

(C) Includes a gain of $20 million (after-tax $15 million, or $0.02
    per share) related to the settlement of a patent infringement
    lawsuit.

(D) Effective January 1, 2003, we adopted Statement of Financial
    Accounting Standards No. 143, "Accounting for Asset Retirement
    Obligations" (SFAS No. 143). SFAS No. 143 requires recognition of
    the fair value of obligations associated with the retirement of
    tangible long- lived assets when there is a legal obligation to
    incur such costs. This adoption resulted in an after-tax
    cumulative effect adjustment of expense of $20 million, or $0.02
    per share.

(E) Cost of goods sold and selling, general and administrative
    expenses include provisions of $173 and $4 million, respectively,
    for net repositioning and other charges. Equity in (income) loss
    of affiliated companies includes a charge of $13 million
    principally for severance actions by an investee. Including
    business impairment charges, total net pretax charges were $233
    million (after-tax $162 million, or $0.20 per share).

(F) Represents the net pretax loss on the dispositions of our Bendix
    Commercial Vehicle Systems, Pharmaceutical Fine Chemicals and
    Automation and Control's Consumer Products businesses (after-tax
    gain $177 million, or $0.22 per share). The after-tax gain is due
    to the higher deductible tax basis than book basis in the shares
    sold.


                     Honeywell International Inc.
                       Segment Data (Unaudited)
                       ------------------------
                         (Dollars in millions)


                                        Periods Ended June 30,
                                        ----------------------
Net Sales                           Three Months         Six Months
---------                           ------------         ----------   
                                   2003     2002      2003      2002
                                 -------- -------- --------- ---------

Aerospace                        $ 2,161  $ 2,204  $  4,223  $  4,293 

Automation and Control Solutions   1,837    1,758     3,554     3,367 

Specialty Materials                  823      870     1,600     1,628 

Transportation Systems               925      805     1,765     1,531 

Corporate                              3       14         6        31 
                                 -------- -------- --------- --------

    Total                        $ 5,749  $ 5,651  $ 11,148  $ 10,850 
                                 ======== ======== ========= =========



                                        Periods Ended June 30,
                                        ----------------------
Segment Profit                      Three Months         Six Months
--------------                      ------------         ----------
                                   2003     2002      2003      2002
                                 -------- -------- --------- ---------

Aerospace                        $   224  $   364  $    442  $    671 

Automation and Control Solutions     177      220       362       427 

Specialty Materials                   28       34        38        42 

Transportation Systems               112      104       187       177 

Corporate                            (34)     (35)      (66)      (71)
                                 -------- -------- --------- ---------

    Total Segment Profit             507      687       963     1,246 
Gain (loss) on sale of 
 non-strategic businesses             31     (166)       31       (41)
Business impairment charges            -        -         -       (43)
Equity in income of affiliated 
 companies                             6        3         4        10 
Other income                          24        6        27        22 
Interest and other financial 
 charges                             (87)     (88)     (171)     (175)
Repositioning and other charges 
 included in cost of goods sold 
 and selling, general and
 administrative expenses             (34)    (127)      (34)     (177)
                                 -------- -------- --------- ---------
Income before taxes and 
 cumulative effect of accounting 
 change                          $   447  $   315  $    820  $    842 
                                 ======== ======== ========= =========


                     Honeywell International Inc.
                Consolidated Balance Sheet (Unaudited)
                --------------------------------------
                         (Dollars in millions)

                                                     June     December
                                                      30,        31,
                                                     2003       2002
                                                   --------- ---------
ASSETS
Current assets:
  Cash and cash equivalents                        $  2,626  $  2,021
  Accounts, notes and other receivables               3,353     3,264
  Inventories                                         3,055     2,953
  Deferred income taxes                               1,592     1,296
  Other current assets                                  490       661
                                                   --------- ---------
    Total current assets                             11,116    10,195

Investments and long-term receivables                   649       624
Property, plant and equipment - net                   4,222     4,055
Goodwill                                              5,717     5,698
Other intangible assets - net                         1,087     1,074
Insurance recoveries for asbestos related 
 liabilities                                          1,370     1,636
Deferred income taxes                                   303       533
Prepaid pension benefit cost                          2,775     2,675
Other assets                                          1,294     1,069
                                                   --------- ---------
    Total assets                                   $ 28,533  $ 27,559
                                                   ========= =========

LIABILITIES & SHAREOWNERS' EQUITY
Current liabilities:
  Accounts payable                                 $  2,093  $  1,912
  Short-term borrowings                                 147        60
  Commercial paper                                      188       201
  Current maturities of long-term debt                   53       109
  Accrued liabilities                                 4,168     4,292
                                                   --------- ---------
    Total current liabilities                         6,649     6,574

Long-term debt                                        5,042     4,719
Deferred income taxes                                   512       419
Postretirement benefit obligations other than 
 pensions                                             1,685     1,684
Asbestos related liabilities                          2,394     2,700
Other liabilities                                     2,512     2,538
Shareowners' equity                                   9,739     8,925
                                                   --------- ---------

    Total liabilities and shareowners' equity      $ 28,533  $ 27,559
                                                   ========= =========


                     Honeywell International Inc.
           Consolidated Statement of Cash Flows (Unaudited)
           ------------------------------------------------
                         (Dollars in millions)

                                    Three Months        Six Months
                                   Ended June 30,     Ended June 30,
                                 ----------------- -------------------
                                   2003     2002      2003      2002
                                 -------- -------- --------- ---------
Cash flows from operating 
 activities:
 Net income                      $   319  $   459  $    573  $    835
 Adjustments to reconcile net 
  income to net cash provided by 
  operating activities:
  Cumulative effect of accounting 
   change                              -        -        31         -
 (Gain) loss on sale of non- 
   strategic businesses              (31)     166       (31)       41
  Repositioning and other charges     34      137        34       190
  Business impairment charges          -        -         -        43
  Insurance receipts for asbestos 
   related liabilities               475       35       477        55
  Asbestos related liability 
   payments                         (357)     (42)     (388)      (50)
  Depreciation                       148      164       290       340
  Undistributed earnings of equity 
   affiliates                         (6)     (13)       (4)      (23)
  Deferred income taxes               85      (86)      134        35
  Pension contributions - U.S. 
   plans                            (170)       -      (170)        -
  Other                               90     (115)       65      (251)
  Changes in assets and 
   liabilities, net of the effects 
   of acquisitions and 
   divestitures:
    Accounts, notes and other 
     receivables                     (51)    (247)      (80)      (77)
    Inventories                       (5)      51       (95)       42
    Other current assets             (24)     (32)       18       (26)
    Accounts payable                  65       40       175        (8)
    Accrued liabilities              (19)     205        (3)      (19)
                                 -------- -------- --------  ---------
Net cash provided by operating
 activities                          553      722     1,026     1,127
                                 -------- -------- --------- ---------

Cash flows from investing 
 activities:
 Expenditures for property, plant
  and equipment                     (171)    (152)     (276)     (299)
 Proceeds from disposals of 
  property, plant and equipment        -       13         -        21
 Cash paid for acquisitions          (32)      (3)     (122)      (19)
 Proceeds from sales of businesses    90       90        90       186
 Decrease in short-term 
  investments                          -        -         -         7
                                 -------- -------- --------- ---------
Net cash (used for) investing
 activities                         (113)     (52)     (308)     (104)
                                 -------- -------- --------- ---------

Cash flows from financing 
 activities:
 Net increase (decrease) in 
  commercial paper                  (190)       -       (13)      237
 Net increase (decrease) in short-
  term borrowings                     82      (11)       78       (62)
 Proceeds from issuance of common
  stock                                7       12        31        34
 Payments of long-term debt            -     (182)      (70)     (382)
 Cash dividends on common stock     (161)    (153)     (322)     (306)
                                 -------- -------- --------  ---------
Net cash (used for) financing
 activities                         (262)    (334)     (296)     (479)
                                 -------- -------- --------- ---------

Effect of foreign exchange rate 
 changes on cash and cash 
 equivalents                         158       48       183        39
                                 -------- -------- --------- ---------

Net increase in cash and cash
 equivalents                         336      384       605       583
Cash and cash equivalents at 
 beginning of period               2,290    1,592     2,021     1,393
                                 -------- -------- --------- ---------
Cash and cash equivalents at end 
 of period                       $ 2,626  $ 1,976  $  2,626  $  1,976
                                 ======== ======== ========= =========


                     Honeywell International Inc.

                         (Dollars in Millions)

        Reconciliation of Cash Provided by Operating Activities
                     to Free Cash Flow (Unaudited)
                     -----------------------------
                                                                   
                                   Three Months         Six Months 
                                   Ended June 30,      Ended June 30,
                                 ----------------- -------------------
                                   2003     2002      2003      2002
                                 -------- -------- --------- ---------

Cash provided by operating 
 activities                      $   553  $   722  $  1,026  $  1,127

Expenditures for property, plant 
 and equipment                      (171)    (152)     (276)     (299)
                                 -------- -------- --------- ---------

Free cash flow                   $   382  $   570  $    750  $    828
                                 ======== ======== ========= =========

We define free cash flow as cash provided by operating activities, 
less cash expenditures for property, plant and equipment.

We believe that this metric is useful to investors and management as a
measure of cash generated by business operations that can be used to 
invest in future growth through new business development activities or
acquisitions, and to pay dividends, repurchase stock, or repay debt
obligations. This metric can also be used to evaluate our ability to
generate cash flow from business operations and the impact that this
cash flow has on our liquidity.


   Reconciliation of Operating Income to Segment Profit (Unaudited)
   ----------------------------------------------------------------

                                   Three Months        Six Months
                                   Ended June 30,     Ended June 30,
                                 ----------------- -------------------
                                   2003     2002      2003      2002
                                 -------- -------- --------- ---------

Net sales                        $ 5,749  $ 5,651  $ 11,148  $ 10,850

Cost of goods sold                (4,514)  (4,431)   (8,754)   (8,504)
Selling, general and 
 administrative expenses            (762)    (660)   (1,465)   (1,277)
                                 -------- -------- --------- ---------

 Operating income                    473      560       929     1,069

Add: Repositioning and other 
 charges included in cost of goods 
 sold and selling, general and 
 administrative expenses              34      127        34       177
                                 -------- -------- --------- ---------

 Segment profit                  $   507  $   687  $    963  $  1,246
                                 ======== ======== ========= =========


We evaluate segment and company performance based on segment profit, 
which excludes (gains) losses on sales of non-strategic businesses, 
equity (income) loss, other (income) expense, interest and other 
financial charges and repositioning, litigation, business impairment 
and other charges.