Honeywell Announces Filing of Form 10 Registration Statement for Planned Spin-Off of Honeywell Aerospace
Rhea-AI Summary
Honeywell (Nasdaq: HON) filed a Form 10 to spin off Honeywell Aerospace (Nasdaq: HONA), targeting an independent public debut in Q3 2026. The Form 10 shows 2025 pro forma net sales of $17.4B, pro forma net income of $1.5B, and pro forma Adjusted EBIT of $4.3B.
An Investor Day is scheduled for June 3, 2026 in Phoenix where management will outline strategy, financial outlook, and value-creation plans for the new pure-play aerospace and defense company.
Positive
- Pro forma net sales of $17.4B for 2025
- Pro forma Adjusted EBIT of $4.3B for 2025
- Pro forma net income of $1.5B for 2025
- Planned Nasdaq listing under ticker HONA
- Investor Day set for June 3, 2026 to detail strategy
Negative
- Net sales reduced by $312M due to Q4 2025 Flexjet-related litigation
- Pro forma Adjusted EBIT includes incremental standalone costs of $202M
- Form 10 excludes $68M of estimated standalone recurring corporate costs
News Market Reaction – HON
In the Mar 3 session, HON declined 1.69%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Mar 02 | Investor conferences | Neutral | +1.8% | Announcement of executive presentations at March 2026 investor conferences. |
| Feb 23 | M&A agreement update | Positive | -0.4% | Amended agreement to acquire Johnson Matthey's Catalyst Technologies business. |
| Feb 17 | Annual 10-K filing | Neutral | +0.5% | Filed 2025 Form 10-K including impairments and reaffirmed adjusted results and guidance. |
| Feb 13 | Dividend declaration | Positive | +0.5% | Declared quarterly dividend of $1.19 per share payable March 13, 2026. |
| Feb 04 | Investor conferences | Neutral | +1.9% | Planned management presentations at February 2026 investor conferences in Miami. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent stock reactions to general corporate and capital allocation updates have been modest and mostly positive, suggesting a constructive backdrop for strategic announcements such as spin-offs.
In the last month, Honeywell has released a series of corporate updates, including conference participation notices on Feb 4 and Mar 2, an amended acquisition agreement on Feb 23, a Form 10-K filing with impairment details on Feb 17, and a dividend declaration on Feb 13. Price reactions ranged from about flat to modestly positive, indicating investors have generally absorbed news calmly. The Form 10 spin-off filing adds a more structural portfolio step to this sequence of events.
Key Terms
form 10 regulatory
registration statement regulatory
spin-off financial
adjusted ebit financial
pro forma financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
- Honeywell Aerospace will be one of the largest publicly listed pure-play aerospace and defense companies, leading the industry towards greater electrification, autonomy, and safety with a comprehensive portfolio of mission-critical, integrated systems across end markets
- Filing represents significant milestone toward Honeywell Aerospace becoming an independent public company in the third quarter of 2026
- Investor Day presentation scheduled for June 3, 2026, in
Phoenix, Arizona , during which management will provide details on its value creation strategy and financial outlook
"Today's Form 10 filing reflects the strong progress we are making toward the launch of Honeywell Aerospace as an industry-leading, independent aerospace and defense company. With a highly accomplished, purpose-built leadership team and a unique combination of platform positions across commercial air transport, business aviation, and defense and space markets, we are confident Honeywell Aerospace is well-prepared to stand on its own," said Vimal Kapur, Chairman and CEO of Honeywell. "As we continue to advance our portfolio transformation, we are sharpening both companies' strategic focus, enhancing organizational agility, and aligning capital allocation to drive growth and create long-term shareholder value."
"Honeywell Aerospace continues to build momentum as we approach our public debut in the third quarter," said Jim Currier, President and CEO of Honeywell Aerospace. "As a premier provider of mission-critical systems leading towards greater electrification, autonomy, and safety, Honeywell Aerospace is well-positioned to capitalize on resilient travel demand, growing global defense budgets, and our record backlog. Our 'develop once, deploy everywhere' innovation strategy, supported by a scalable technology development platform and an ongoing commitment to operational excellence, enables us to power current and next-gen aerospace and defense platforms. With our leading margins, strong investment grade credit rating, and robust free cash flow generation, we are poised to unlock significant value for our customers, employees, and shareholders, underpinned by disciplined, focused capital allocation."
Highlights from the Form 10
The Form 10 introduces Honeywell Aerospace, which will:
- Extend its leadership in attractive end markets with key platform positions across Commercial Air Transport, Business Aviation, and Defense and Space, generating net sales1 of
$17.4 billion $1.5 billion $4.3 billion - Execute an innovation-led growth strategy enhancing the efficiency, safety, and connectivity of customers' active fleets, prioritizing new systems, RMUs (retrofits, modifications and upgrades) and breakthrough initiatives that increase content on current generation platforms, support next generation platforms, enable access to new markets, and increase aftermarket opportunities; and
- Deliver strong organic growth, profit and cash flow enabled by a highly differentiated operating system that creates a culture of continuous improvement, operational excellence, and disciplined execution, improving visibility and consistency across the supply chain.
Honeywell Aerospace will be organized into three operating segments.
- Electronic Solutions (ES),
$6.8 billion - Engines & Power Systems (E&PS),
$5.4 billion - Control Systems (CS),
$5.2 billion
______________________ |
1 Net sales for Honeywell Aerospace was reduced by |
2 See additional information at the end of this release regarding this non-GAAP financial measure. |
3 2025 pro forma Adjusted EBIT incorporates incremental costs of |
Honeywell Aerospace Investor Day
Honeywell Aerospace will host an Investor Day on June 3, 2026, in
A live webcast of the event, along with related presentation materials, will be available through the Investor Relations section of Honeywell's website at http://www.honeywell.com/investor.
Additional Information
Honeywell Aerospace's common stock is expected to be listed on the Nasdaq Stock Exchange under the ticker symbol "HONA." In November 2025, Honeywell announced Honeywell Aerospace's CEO and Board Chair who bring extensive leadership experience and complementary industry expertise. Then in January 2026, Honeywell announced Honeywell Aerospace's CFO and business unit leaders each of whom brings the skills, operational experience and deep customer focus needed to execute the strategy and drive continued growth as a pure play aerospace business. The planned spin-off of Honeywell Aerospace is expected to be completed in a manner that is tax-free for Honeywell shareholders for
About Honeywell
Honeywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology, that help make the world smarter and safer as well as more secure and sustainable. For more news and information on Honeywell, please visit www.honeywell.com/newsroom.
Additional Information
Honeywell uses our Investor Relations website, www.honeywell.com/investor, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.
Forward-looking Statements
We describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the
Non-GAAP Financial Measure
This release contains pro forma Adjusted EBIT, a financial measure presented on a non-GAAP basis.
Management believes that, when considered together with reported amounts, this measure is useful to investors and management in understanding Honeywell Aerospace's ongoing operations and in the analysis of ongoing operating trends. This measure should be considered in addition to, and not as a replacement for, the most comparable GAAP measure. Refer to the Appendix attached to this release for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.
Appendix
Non-GAAP Financial Measure
The following information provides the definition and reconciliation of the non-GAAP financial measure presented in this press release to which this reconciliation is attached to the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (GAAP).
Management believes that, when considered together with reported amounts, this measure is useful to investors and management in understanding Honeywell Aerospace's ongoing operations and in the analysis of ongoing operating trends. This measure should be considered in addition to, and not as a replacement for, the most comparable GAAP measure. Other companies may calculate this non-GAAP measure differently, limiting the usefulness of this measure for comparative purposes.
Management does not consider this non-GAAP measure in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitations of this non-GAAP financial measure is that it excludes significant expenses and income that are required by GAAP to be recognized in the combined financial statements. In addition, it is subject to inherent limitations as it reflects the exercise of judgments by management about which expenses and income are excluded or included in determining this non-GAAP financial measure. Investors are urged to review the reconciliation of the non-GAAP financial measure to the comparable GAAP financial measures and not to rely on any single financial measure to evaluate Honeywell Aerospace's business.
Honeywell Aerospace Reconciliation of Pro Forma Net Income to Pro Forma Adjusted EBIT (Unaudited) (Dollars in millions)
| |
Year Ended December 31, 2025 | |
Pro forma net income | $ 1,479 |
Income tax expense | 567 |
Amortization of acquisition-related intangibles1 | 52 |
Stock compensation expense2 | 87 |
Environmental remediation expense3 | 389 |
Transaction costs4 | 831 |
Interest and other financial charges | 859 |
Other, net5 | (381) |
Flexjet-related litigation settlement6 | 373 |
Pro forma adjusted EBIT7 | $ 4,256 |
1 | Included in Cost of products and services sold and Selling, general and administrative expenses. | |
2 | Included in Selling, general and administrative expenses. | |
3 | Included in Cost of products and services sold and Other expense, net. | |
4 | Included in Selling, general and administrative expenses and Other expense, net. | |
5 | Includes pension income (expense), repositioning charges, and other expenses. | |
6 | Litigation matter considered unusual, infrequent and not indicative of future performance. Amounts included in Net sales and Cost of services sold. | |
7 | Pro forma adjusted EBIT excludes |
We define pro forma adjusted EBIT as pro forma net income excluding taxes, interest, amortization of acquisition-related intangibles, stock compensation expense, environmental remediation expense, pension income (expense), repositioning and other charges, transaction costs, other items within Other expense, net, and other items that are unusual or non-recurring in nature, including but not limited to impairment charges and litigation charges (e.g., comprehensive settlement related to Flexjet litigation). We believe this measure is useful to investors as it provides greater transparency with respect to supplemental information used by management in its financial and operational decision making, as well as understanding ongoing operating trends.
Honeywell Contacts: | |
Media | Investor Relations |
Stacey Jones | Mark Macaluso |
(980) 378-6258 | (704) 627-6118 |
Honeywell Aerospace Contacts: | |
Media | Investor Relations |
Brian Grace | Sean Meakim |
(602) 897-0205 | (704) 627-6200 |
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SOURCE Honeywell