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Honeywell's Second-Quarter Earnings Per Share 42 Cents, up 14% versus Prior Year; Sales Climb 11% with Increases in All Four Operating Segments

MORRIS TOWNSHIP, N.J.--July 21, 2004--Honeywell

-- EPS Increases Despite $107 Million Pre-Tax Pension Headwind

-- Second-Quarter Operating Cash Flow of $505 Million and Free Cash Flow of $357 Million

-- Continued Progress on Portfolio, Productivity and Growth Initiatives

Honeywell today announced second-quarter earnings per share of 42 cents, an increase of 5 cents or 14% over the prior year. Sales of $6.4 billion were up 11% compared to 2003, primarily due to strong volume growth in all four operating segments. Cash flow from operations was $505 million and free cash flow (cash flow from operations less capital expenditures) was $357 million.

"In the second quarter, all four Honeywell businesses saw increases in sales and improving end markets," said Honeywell Chairman and Chief Executive Officer Dave Cote. "Double digit net income growth was driven by strong conversion on higher volume. We are benefiting from the depth and breadth of our technology, our strong customer relationships and the actions taken to prepare for the market turnaround we are now experiencing. We continue to fund growth initiatives that will translate into future opportunities across our businesses."

Net income increased to $361 million for the quarter, with volume-driven profitability partially offset by the impact of higher non-cash pension expense. Free cash flow of $357 million equals approximately 100% of net income. Net debt (total debt minus cash and cash equivalents) was $1.9 billion, or 15% of net capital (shareowners' equity plus net debt).

"Order rates continue to be strong in all of our businesses," Mr. Cote said. "The Aerospace business was awarded its third major contract on Boeing's 7E7 Dreamliner. With the addition of the Flight Control Electronics contract, the estimated total program value is now in excess of $2.5 billion. Automation and Control Solutions introduced a new touch screen programmable thermostat and won significant new contracts in its Building and Process Solutions businesses. Transportation System's Garrett(R) turbo technology was introduced on the new diesel Mercedes Benz E320 in the United States with very positive reviews. In Specialty Materials, our Spectra(R) bullet-resistant fiber and our broad fluorines product offerings continue to experience double digit orders growth."

During the quarter the company continued to make progress divesting non-core businesses and improving its cost base. Divestitures (principally Security Monitoring) resulted in gains of $233 million. Additionally, the company recorded a $40 million impairment charge relating to the planned disposition of its Polyester business and a $170 million charge in connection with environmental and other litigation matters. Productivity projects resulted in a $32 million charge for repositioning and other actions.

Second-Quarter Segment Highlights

Aerospace

-- Sales were up 14%, compared with the second quarter of 2003, led by 20% growth in Commercial sales. Defense & Space sales grew 7% in the quarter.

-- Segment margin was 15.0%, compared with 12.2% a year ago, due primarily to strong growth in high margin aftermarket sales.

-- Honeywell received its third award on Boeing's new 7E7 Dreamliner. The company now has content in Flight Control Electronics, the Crew Information System/Management System and the Navigation package on this next generation aircraft.

-- Primus Epic(R) Integrated Avionics System received its sixth certification with FAA approval on Dassault's Falcon 2000EX EASy Business Jet.

-- The company's Enhanced Ground Proximity Warning System (EGPWS) deliveries reached 30,000 units.

Automation and Control Solutions

-- Sales were up 7%, compared with the second quarter of 2003, primarily due to new product introductions, strong demand for sensing technologies and favorable foreign currency translation.

-- Segment margin was 10.5%, compared with 10.2% a year ago, primarily driven by volume growth.

-- VisionPRO touch screen programmable thermostat, an innovation in climate control, was launched with very positive consumer reaction.

-- Building Solutions was awarded over $30 million in contracts for design and construction of integrated systems, including a centralized closed circuit television monitoring and digital recording system for the urban railway network in Perth, Australia.

-- Process Solutions won a $20 million contract with Petrom to implement Experion PKS(TM) safety systems and advanced process solutions at its refinery in Romania.

Transportation Systems

-- Sales increased 15%, compared with the second quarter of 2003, driven by continued strong growth in Turbochargers and favorable foreign currency translation.

-- Segment margin was 14.1%, compared with 13.8% a year ago, primarily driven by unit volume.

-- Acceptance of diesel continues to grow in the United States, with the recent introduction of the new Mercedes Benz E320, which is equipped with Honeywell's Garrett(R) turbo technology. This vehicle, which has garnered very positive reviews, joins several other newly introduced turbo diesel vehicles in the United States, including the Volkswagen Passat and Touareg.

-- Consumer Products Group continued to drive brand extensions and successfully launched new Autolite(R) and Prestone(R) branded products at select specialty retailers.

Specialty Materials

-- Sales were up 9%, compared with the second quarter of 2003, driven by double-digit increases in Chemicals, Performance Products and Electronic Materials.

-- Segment margin was 5.7%, compared with 6.2% a year ago, reflecting higher raw material costs primarily in non-core businesses.

-- Performance Products announced a $20 million investment to expand Spectra(R) production in order to meet increasing demand for this light, incredibly strong bullet-resistant fiber.

-- Electronic Materials enhanced its capability to support the move to smaller computer chip technology by acquiring a thermal solutions product line and manufacturing operations in Thailand.

Honeywell will discuss its results during its investor webcast at 8:00 am on July 21st. The webcast and related presentation materials will be available at www.honeywell.com/investor.

Honeywell is a $23 billion diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; turbochargers; automotive products; and specialty chemicals. 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.

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


                                                  Three Months Ended 
                                                       June 30,
                                                  ------------------
                                                   2004       2003
                                                  ------     ------

 Net sales                                       $6,388     $5,749
                                                  ------     ------

 Costs, expenses and other
     Cost of goods sold                           5,228 (A)  4,514 (C)
     Selling, general and administrative expenses   823 (A)    762 (C)
     (Gain) loss on sale of non-strategic               
      businesses                                   (233)(B)    (31)(D)
     Equity in (income) loss of affiliated              
      companies                                     (17)(A)     (6)
     Other (income) expense                         (18)       (24)(E)
     Interest and other financial charges            82         87
                                                  ------     ------
                                                  5,865      5,302
                                                  ------     ------

 Income before taxes                                523        447
 Tax expense                                        162        128
                                                  ------     ------

 Net income                                      $  361     $  319
                                                  ======     ======

 Earnings per share of common stock - basic      $ 0.42     $ 0.37
                                                  ======     ======

 Earnings per share of common stock - assuming
  dilution                                       $ 0.42     $ 0.37
                                                  ======     ======

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

 Weighted average number of shares outstanding -
  assuming dilution                                 863        861
                                                  ======     ======


(A) Cost of goods sold, selling, general and administrative expenses 
and equity in (income) loss of affiliated companies include provisions
of $232, $6 and $4 million, respectively, for environmental, 
litigation, business impairment and net repositioning charges. Total 
net pretax charges were $242 million (after-tax $158 million, or $0.18
per share).

(B) Represents the pretax gain on the sale of our Security Monitoring 
business, and adjustments related to businesses sold in prior periods 
(after-tax $130 million, or $0.15 per share).

(C) Cost of goods sold and selling, general and administrative 
expenses include provisions of $29 and $5 million, respectively, for
environmental, net repositioning and other charges. Total net pretax
charges were $34 million (after-tax $21 million, or $0.03 per share).

(D) 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).

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



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

                                                 Six Months Ended 
                                                      June 30,
                                                -------------------
                                                  2004        2003
                                                -------     -------

 Net sales                                     $12,566     $11,148
                                                -------     -------

 Costs, expenses and other
     Cost of goods sold                         10,158 (A)   8,754 (C)
     Selling, general and administrative                        
      expenses                                   1,631 (A)   1,465 (C)
     (Gain) loss on sale of non-strategic                       
      businesses                                  (265)(B)     (31)(D)
     Equity in (income) loss of affiliated             
      companies                                    (24)(A)      (4)
     Other (income) expense                        (28)        (27)(E)
     Interest and other financial charges          166         171
                                                -------     -------
                                                11,638      10,328
                                                -------     -------

 Income before taxes and cumulative effect of
  accounting change                                928         820
 Tax expense                                       272         227
                                                -------     -------

 Income before cumulative effect of accounting
  change                                           656         593
 Cumulative effect of accounting change              -         (20)(F)
                                                -------     -------

 Net income                                    $   656     $   573
                                                =======     =======

 Earnings per share of common stock - basic:
     Income before cumulative effect of
      accounting change                        $  0.76     $  0.69
     Cumulative effect of accounting change          -       (0.02)(F)
                                                -------     -------
     Net income                                $  0.76     $  0.67
                                                =======     =======

 Earnings per share of common stock - assuming
  dilution:
     Income before cumulative effect of
      accounting change                        $  0.76     $  0.69
     Cumulative effect of accounting change          -       (0.02)(F)
                                                -------     -------
     Net income                                $  0.76     $  0.67
                                                =======     =======

 Weighted average number of shares outstanding-
  basic                                            860         858
                                                =======     =======

 Weighted average number of shares outstanding
  - assuming dilution                              864         859
                                                =======     =======


(A) Cost of goods sold, selling, general and administrative expenses 
and equity in (income) loss of affiliated companies include provisions
of $284, $8 and $6 million, respectively, for environmental, 
litigation, business impairment and net repositioning charges. Total 
net pretax charges were $298 million (after-tax $193 million, or $0.22
per share).

(B) Represents the pretax gains on the sales of our VCSEL Optical
Products and Security Monitoring businesses, and adjustments related
to businesses sold in prior periods (after-tax $144 million, or $0.17
per share).

(C) Cost of goods sold and selling, general and administrative 
expenses include provisions of $29 and $5 million, respectively, for
environmental, net repositioning and other charges. Total net pretax
charges were $34 million (after-tax $21 million, or $0.03 per share).

(D) 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).

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

(F) 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
expense adjustment of $20 million, or $0.02 per share.






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



   Net Sales                             Periods Ended June 30,
   ---------                             ----------------------
                                 
                                      Three Months      Six Months    
                                      ------------      ----------
                                       2004    2003     2004     2003
                                      ------  ------  -------  -------

   Aerospace                         $2,453  $2,161  $ 4,757  $ 4,223

   Automation and Control Solutions   1,968   1,837    3,915    3,554

   Specialty Materials                  901     823    1,757    1,600

   Transportation Systems             1,065     925    2,136    1,765

   Corporate                              1       3        1        6
                                      ------  ------  -------  -------

        Total                        $6,388  $5,749  $12,566  $11,148
                                      ======  ======  =======  =======




   Segment Profit                        Periods Ended June 30,
   --------------                        ----------------------
                                      Three Months      Six Months    
                                      ------------      ----------
                                       2004    2003     2004     2003
                                      ------  ------  -------  -------

   Aerospace                         $  367  $  264  $   674  $   521

   Automation and Control Solutions     207     187      402      384

   Specialty Materials                   51      51       99       82

   Transportation Systems               150     128      293      220

   Corporate                            (38)    (34)     (77)     (66)
                                      ------  ------  -------  -------

        Total Segment Profit            737     596    1,391    1,141
   Gain on sale of non-strategic
    businesses                          233      31      265       31
   Equity in income of affiliated
    companies                            17       6       24        4
   Other income                          18      24       28       27
   Interest and other financial
    charges                             (82)    (87)    (166)    (171)
   Pension and other postretirement
    benefits (expense) (A)             (162)    (89)    (322)    (178)
   Repositioning, environmental,
    litigation and business
    impairment charges (A)             (238)    (34)    (292)     (34)
                                      ------  ------  -------  -------

        Income before taxes and
         cumulative effect of 
         accounting change           $  523  $  447  $   928  $   820
                                      ======  ======  =======  =======

(A)Amounts included in cost of goods sold and selling, general
    and administrative expenses.



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

                                                       June   December
                                                        30,      31,
                                                       2004      2003
                                                     -------   -------

 ASSETS
 Current assets:
     Cash and cash equivalents                      $ 3,232   $ 2,950
     Accounts, notes and other receivables            3,905     3,643
     Inventories                                      3,003     3,040
     Deferred income taxes                            1,311     1,526
     Other current assets                               566       465
                                                     -------   -------
                Total current assets                 12,017    11,624

 Investments and long-term receivables                  414       569
 Property, plant and equipment - net                  4,185     4,295
 Goodwill                                             5,837     5,789
 Other intangible assets - net                        1,110     1,098
 Insurance recoveries for asbestos related
  liabilities                                         1,401     1,317
 Deferred income taxes                                  447       342
 Prepaid pension benefit cost                         3,063     3,173
 Other assets                                         1,077     1,107
                                                     -------   -------

                Total assets                        $29,551   $29,314
                                                     =======   =======

 LIABILITIES AND SHAREOWNERS' EQUITY
 Current liabilities:
     Accounts payable                               $ 2,273   $ 2,240
     Short-term borrowings                               44       152
     Commercial paper                                    95         -
     Current maturities of long-term debt               146        47
     Accrued liabilities                              4,495     4,314
                                                     -------   -------
                Total current liabilities             7,053     6,753

 Long-term debt                                       4,825     4,961
 Deferred income taxes                                  313       316
 Postretirement benefit obligations other than
  pensions                                            1,695     1,683
 Asbestos related liabilities                         2,096     2,279
 Other liabilities                                    2,683     2,593
 Shareowners' equity                                 10,886    10,729
                                                     -------   -------

                Total liabilities and shareowners'
                 equity                             $29,551   $29,314
                                                     =======   =======

Certain prior year amounts have been reclassified to conform with the 
current year presentation.



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


                                        Three Months     Six Months
                                            Ended           Ended
                                           June 30,        June 30,   
                                       --------------- ---------------
                                         2004    2003    2004    2003
                                        ------  ------  ------  ------
 Cash flows from operating activities:
     Net income                        $  361  $  319  $  656  $  573
     Adjustments to reconcile net
      income to net cash provided
      by operating activities:
         Cumulative effect of
          accounting change                 -       -       -      20
         (Gain) loss on sale of non-
          strategic businesses           (233)    (31)   (265)    (31)
         Repositioning, environmental,
          litigation and business
          impairment charges              242      34     298      34
         Severance and exit cost
          payments                        (32)    (43)    (82)    (93)
         Environmental and non-
          asbestos litigation payments    (55)    (15)    (92)    (36)
         Asbestos related liability
          payments                       (222)   (357)   (323)   (388)
         Insurance receipts for
          asbestos related liabilities     30     475      48     477
         Depreciation                     142     148     288     290
         Undistributed earnings of
          equity affiliates               (21)     (6)    (29)     (4)
         Deferred income taxes             53      85      82     134
         Pension and other
          postretirement benefits
          expense                         162      89     322     178
         Pension contributions - U.S.
          Plans                            (5)   (170)     (5)   (170)
         Other postretirement benefit
          payments                        (51)    (51)    (99)    (99)
         Other                            (41)     52     (40)     (3)
         Changes in assets and
          liabilities, net of the
          effects of acquisitions and
          divestitures:
                Accounts, notes and
                 other receivables        (75)    (51)   (243)    (80)
                Inventories                58      (5)     12     (95)
                Other current assets        7     (24)     (7)     18
                Accounts payable           42      65     117     175
                Accrued liabilities       143      39     204     126
                                        ------  ------  ------  ------
 Net cash provided by operating
  activities                              505     553     842   1,026
                                        ------  ------  ------  ------

 Cash flows from investing activities:
     Expenditures for property, plant
      and equipment                      (148)   (171)   (283)   (276)
     Proceeds from disposals of
      property, plant and equipment         2       -       2       -
     Decrease in investments                -       -      80       -
     Cash paid for acquisitions           (13)    (32)   (109)   (122)
     Proceeds from sales of businesses    323      90     394      90
                                        ------  ------  ------  ------
 Net cash provided by (used for)
  investing activities                    164    (113)     84    (308)
                                        ------  ------  ------  ------

 Cash flows from financing activities:
     Net increase (decrease) in
      commercial paper                   (270)   (190)     95     (13)
     Net increase (decrease) in short-
      term borrowings                    (127)     82    (124)     78
     Proceeds from issuance of common
      stock                                19       7      45      31
     Payments of long-term debt            (3)      -     (23)    (70)
     Repurchases of common stock          (63)      -    (292)      -
     Cash dividends on common stock      (161)   (161)   (322)   (322)
                                        ------  ------  ------  ------
 Net cash (used for) financing
  activities                             (605)   (262)   (621)   (296)
                                        ------  ------  ------  ------

 Effect of foreign exchange rate
  changes on cash and cash equivalents    (32)    158     (23)    183
                                        ------  ------  ------  ------

 Net increase in cash and cash
  equivalents                              32     336     282     605
 Cash and cash equivalents at
  beginning of period                   3,200   2,290   2,950   2,021
                                        ------  ------  ------  ------
 Cash and cash equivalents at end of
  period                               $3,232  $2,626  $3,232  $2,626
                                        ======  ======  ======  ======



                     Honeywell International Inc.
 Reconciliation of Cash Provided by Operating Activities to Free Cash
                           Flow (Unaudited)
 ---------------------------------------------------------------------
                         (Dollars in millions)



                                        Three Months   Six Months     
                                            Ended         Ended
                                          June 30,       June 30,
                                        ------------- --------------
                                         2004   2003   2004    2003
                                         -----  -----  -----  ------

 Cash provided by operating activities  $ 505  $ 553  $ 842  $1,026

 Expenditures for property, plant and
  equipment                              (148)  (171)  (283)   (276)
                                         -----  -----  -----  ------

 Free cash flow                         $ 357  $ 382  $ 559  $  750
                                         =====  =====  =====  ======

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 will be
used to repay scheduled debt maturities and 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 prior to their maturities. 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.