WASHINGTON, D.C. 20549
Honeywell International Inc.
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 Puerto Rico
Savings Plan (the “Plan”) is a defined contribution plan for certain employees of Honeywell International Inc. (“Honeywell”
or the “Company”), ADI of Puerto Rico, Inc. and Honeywell Aerospace de Puerto Rico, Inc. (together with the Company,
the “Employer”). It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended,
(“ERISA”) and the Puerto Rico Internal Revenue 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 of the Plan is Banco Popular
de Puerto Rico (the “Trustee”) and the custodian of the Plan is The Northern Trust Company (the “Custodian”).
Administration services for the Plan are provided by Fidelity Investments Institutional Operations Company.
Contributions and Vesting
Participants may elect to
contribute from 1 percent to 30 percent before-tax of their “base pay” and also 1 percent to 10 percent after-tax 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. Contributions are permitted to be made either on a before-tax or
after-tax basis, or a combination of both, and may be directed 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. In addition to regular
before-tax or after-tax contributions, eligible participants may also contribute up to $1,500 per year in catch-up contributions
if they are or will attain age 50 by December 31st and are contributing at least 10 percent on a before-tax basis
to the Plan, or have contributed the maximum regular before-tax contributions to the Plan of $15,000 annually.
The Company matches 43.75
percent of the first 6 percent of base pay that the participant contributes to the Plan (excluding rollover and catch-up contributions).
The Company does not match catch-up contributions. 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.
Employer matching contributions
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 the annual 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 both reflect $1,505 thousand 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 Employer contributions upon completion of three years of vesting service or upon attainment
of age 65 while an employee of the Employer or an affiliated company. In addition, a participant’s account will become 100
percent vested if the participant’s termination with the Employer or an affiliated company was due to any one of the following
(i) retirement under the terms of an Employer pension plan in which
Honeywell Puerto Rico Savings Plan
Notes to Financial Statements - Continued
the participant participates;
(ii) disability (as defined under the plan provisions); (iii) death; (iv) a reduction in force or layoff (as determined by the
Employer); or (v) a participant’s business unit is sold or divested. A participant will also become 100 percent vested in
any Employer contributions in the event the Employer permanently discontinues contributions to or terminates the Plan.
Participant Accounts
Each participant’s
account is credited with the participant’s contribution and allocations of (1) the Employer’s matching contribution,
if applicable, and (2) investment earnings, and charged with an allocation of investment losses and certain administrative expenses
that are not paid by the Company. 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 2021 were approximately 4.25%.
Termination
Although it has not expressed
any intent to do so, the Employer 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 Employer, 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 participant’s vested
account balance exceeds $1,000 (excluding any rollover contributions), the balance in the account will remain in the Plan and shall
be distributed (1) at the participant’s request, or (2) upon the participant’s death, whichever is earlier.
When a participant dies, if his
or her spouse is the beneficiary, the spouse may remain in the Plan until December 31 of the calendar year following the calendar
year of the participant’s death. If the value of the participant’s account is $1,000 or less, the entire amount in
the participant’s account is distributed in a single payment to the participant’s beneficiary(ies) according to the
terms of the Plan.
The Plan has implemented certain
requirements by the Puerto Rico Internal Revenue Code of 2011, which laws change the Plan to, among others, allow certain eligible
individuals to receive coronavirus-related relief for Disaster Relief Distributions. Written amendments to the Plan to reflect
these operational changes will be adopted at a later date in accordance with applicable law and IRS guidance.
Forfeitures
Forfeitures of the Employer’s
contributions and earnings thereon due to terminations and withdrawals reduce contributions otherwise due from the Employer. Employer
contributions made to the Plan were reduced by approximately $18,000 for the year ended December 31, 2022, due to forfeited nonvested
accounts.
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.
Honeywell Puerto Rico Savings Plan
Notes to Financial Statements - Continued
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 401(k) 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. 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,
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
Certain expenses relating
to the administration of the Master Trust and managing the investment funds established thereunder are borne by certain businesses
of the Employer, not by the participating Plan.
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 401(k) 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 Puerto Rico Savings 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 | | |
$ | 29 | |
Exchange Traded Funds | |
| 20 | | |
| - | |
Honeywell Common Stock | |
| 4,244 | | |
| 18 | |
Common Stocks (Separately Managed Portfolios) | |
| 1,149 | | |
| 5 | |
Asset Backed Securities | |
| 303 | | |
| 1 | |
Bank Deposits | |
| 269 | | |
| 1 | |
Commercial Mortgage Backed Securities | |
| 8 | | |
| - | |
Corporate Bonds | |
| 643 | | |
| 3 | |
U.S. Government and Federal Agencies | |
| 60 | | |
| - | |
Municipal Bonds | |
| 78 | | |
| - | |
Non-US Government | |
| 66 | | |
| - | |
Commercial Paper | |
| 370 | | |
| 2 | |
Repurchase Agreements | |
| 150 | | |
| 1 | |
Total Investments, at fair value | |
| 14,465 | | |
| 60 | |
| |
| | | |
| | |
Net assets of the Master Trust | |
$ | 14,465 | | |
$ | 60 | |
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 | | |
$ | 36 | |
Exchange Traded Funds | |
| 28 | | |
| - | |
Honeywell Common Stock | |
| 4,424 | | |
| 17 | |
Common Stocks (Separately Managed Portfolios) | |
| 1,360 | | |
| 5 | |
Asset Backed Securities | |
| 339 | | |
| 1 | |
Bank Deposits | |
| 245 | | |
| 1 | |
Commercial Mortgage Backed Securities | |
| 10 | | |
| - | |
Corporate Bonds | |
| 725 | | |
| 3 | |
U.S. Government and Federal Agencies | |
| 79 | | |
| - | |
Municipal Bonds | |
| 80 | | |
| - | |
Non-US Government | |
| 46 | | |
| - | |
Commercial Paper | |
| 454 | | |
| 2 | |
Total Investments, at fair value | |
| 17,169 | | |
| 65 | |
| |
| | | |
| | |
Net assets of the Master Trust | |
$ | 17,169 | | |
$ | 65 | |
Honeywell Puerto Rico Savings Plan
Notes to Financial Statements - Continued
The Master Trust’s
net appreciation and investment income 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).
Honeywell Puerto Rico Savings Plan
Notes to Financial Statements - Continued
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.
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 Puerto Rico Savings 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 $1 million by the Plan),
unrealized loss of approximately $119 million and dividend income of approximately
Honeywell Puerto Rico Savings Plan
Notes to Financial Statements - Continued
$83.5 million. The Master
Trust invests in short term investment funds managed by the Custodian. These investments qualify as party-in-interest transactions.
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 $18 million in the Company’s
common stock qualifies as a related party transaction, along with the dividend income of $343 thousand 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.
The Plan is designed and intended
to be qualified under Section 1165 of the Puerto Rico Internal Revenue Code of 1994, as amended (the “1994 PR Code”),
and Section 1081.01(a) of the Internal Revenue Code for a New Puerto Rico, Act No. 1 of January 31, 2011, as amended from time
to time (the “2011 PR Code”). The Plan has received a favorable determination letter from the Puerto Rico Treasury Department
as to its qualified status under the 1994 PR Code and the 2011 PR Code. The Trust associated with the Plan is intended to be exempt
from Puerto Rico income taxation. Pursuant to the provisions of Section 1165(a) of the 1994 PR Code and Section 1081.01(a) of the
2011 PR Code, pursuant to Section 1022(i)(1) of ERISA, for United States income tax purposes, the Plan’s Master Trust is to be
considered as an organization as described in Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended (the “U.S.
Code”), and exempt under Section 501(a) of the U.S. 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 Puerto Rico Treasury Department. 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.
Honeywell Puerto Rico Savings 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: 341
(Dollars in Millions)