Elena Doom – Vice President, Investor Relations David Cote - Chairman and Chief Executive Officer David Anderson - Senior Vice President, Chief Financial Officer

Shannon O'Callaghan – Barclays Capital Jeff Sprague – Citi Investment Research Stephen Whittaker - Sanford Bernstein Scott Davis – Morgan Stanley Howard Rubel – Jefferies & Co. Unidentified Analyst – JP Morgan

Welcome to the Honeywell third quarter 2009 earnings conference call. At this time I would like to turn conference over to Elena Doom, of Investor Relations. Ms. Doom please go ahead. Elena Doom : Thank you. Good morning and welcome to Honeywell’s third quarter 2009 earnings conference call. With me here today are Chairman and CEO, Dave Cote and Senior Vice President and CFO, Dave Anderson. This call and webcast including any non-GAAP reconciliations are available on our website www.Honeywell.com/Investor. Note that elements of this presentation contain forward-looking statements that are based on our best view of the world and of our businesses as we see them today. These elements can change, and we would ask that you interpret them in that light. This morning we will review our financial results for the third quarter and our expectations for the remainder of the year and of course allow time for your questions. With that I will turn the call over to Dave Cote.

Thanks Elaine and good morning everyone. I am pleased to report a quarter of better than expected results and that is despite a continued tough economic environment. With sales of $7.7 billion we were able to generate earnings per share of $0.80 and that includes covering $35 million or $0.03 on EPS of additional repositioning actions. We also had a $0.04 positive impact from lower than expected tax expense and we anticipate that third quarter tax benefit will be offset by a higher income tax rate in the fourth quarter. While the top line environment continues to be challenging we were able to deliver these results because of the strong growth initiatives and aggressive cost actions we have in place throughout Honeywell and that is evidenced by our ability to preserve and grow margins in this environment. Segment margins were 13.8% in the quarter up 130 basis points from the prior year and are 12.6% on a year-to-date basis down only about 60 basis points on $5 billion less sales and that really reinforces the quality of our earnings performance. In the quarter we generated over $1 billion of free cash flow with working capital a major driver. Having generated $2.3 billion of free cash flow year-to-date we are confident in our cash performance and I think it is a really nice comment on our earnings quality and we are raising our free cash flow guidance to approximately $3 billion for the full year. Our sales are coming in about as planned and combined with our focused productivity we can still expect to deliver our full year EPS of about $2.85 on sales of $31 billion. We continue to drive productivity across the organization and remain focused on flawlessly executing the repositioning projects that we have initiated across the company. This focus on fixed costs remains a priority for us. We also continue to take other aggressive cost actions across our businesses. For example our focus on reducing our indirect expense is working and will save us more than 20% of spend this year. Actions like our plant shut downs and furloughs are taken where appropriate and will save about $200 million this year while also maintaining our industrial base for the recovery, which will come. These are all difficult actions but our team is executing well and responding quickly to market conditions. Repositioning actions are helping reduce our fixed costs with attractive returns benefiting 2010 and beyond. We have executed on $190 million gross repositioning actions and that is about $145 million net or $0.14 of EPS so far this year. These actions alone should provide more than $200 million of gross savings next year. Seed planting is something we talk a lot about and we continue to invest even in these turbulent times. Seed planting investment in strategic growth platforms like the acquisition of RMG that we closed in the quarter, further strengthens our position in the attractive natural gas segment. As you know with more and more gas reserves being discovered around the world gas is going to become a much bigger part of the energy cycle and RMG plays wherever that gas needs to be moved, measured or stored. RMG along with UOP are not only enhancing Honeywell’s position in this attractive segment but also expanding our geographic foothold building further focus in emerging regions serving the natural gas industry. Seed planting like innovation investments that increase our leadership in next generation technologies and applications like our Smart Path precision landing system which is designed to allow airports to increase capacity at a fraction of the cost of adding runways. Smart Path is the first and only ground based augmentation system (GBAS) to receive FAA systems design approval. Smart Path ground base systems provide differential GPS corrections to replace to supplement the instruction landing system (ILS) currently used at airports. Replacing ILS with GBAS technology has been identified in the FAA’s next gen system in Euro Control’s Single European Sky [ATN] research program as critical enablers for improving air traffic capacity and safety. Honeywell is a pioneer in this technology. This approval not only reinforces our leadership position in air traffic management but will further increase awareness and penetration of our Smart Path Flight Management System and that will save airline operators fuel and it will lower emissions, saving airlines billions of dollars through more efficient flight path and fewer delays. Our investments and focus in emerging regions are also really paying off with sales growth in the quarter offsetting some of the declines we saw in developed regions. Orders remained strong particularly in China, the Middle East and North Africa where our ACS and UOP businesses continue to partner and invest in growth in the region. Lastly, we continue to invest in our big process initiatives, our enablers, as well as other seed planting across the organization. Things like the Honeywell Operating System, Velocity product development and functional transformation have been huge enablers for growth and cost savings this year. With 75% of our manufacturing cost base now within HOS deployment and more than half of those at base or better where we really start seeing transformational results, we are seeing real momentum across the organization. Velocity product development continues to be a significant driver and is yielding very real benefits for us in places like ECC where we continue to win market share with new products. In places like aerospace where our development costs and cycle times have been materially reduced, thus further increasing our competitive advantage on future platforms. Functional transformation is now on track to save $200 million this year, up from our previous estimate of $150 million while service quality improves. We continue to drive additional productivity through shared FAP infrastructure and application as we near almost 60% completion of our companywide ERP rollout. So in summary a stronger than expected quarter demonstrating Honeywell’s ability in a tough environment to both execute operationally and invest in future growth. As such we are very well positioned for growth and the economic recovery. As I said last quarter we want to be your best investment not just in these tough times but also when times get better. With that let me turn it over to David Anderson. Dave? David Anderson : Thanks Dave. Good morning everybody. Let me take you through the materials starting with slide number four which is a summary of the financial results. As you can see and as Dave said we posted earnings results ahead of the guidance we provided you in July. Reported sales at the top line down 17% in line with expectations, down 15% organically and excluding the impact of foreign exchange. Segment margins on the other hand increased 130 basis points to 13.8% with increases in three out of the four businesses. Aerospace was able to grow margins 80 basis points despite soft conditions in commercial aftermarket. We saw further good margin performance in the quarter from ACS which was up 180 basis points. This is the fourth quarter in a row of margin expansion for ACS and we had an impressive quarter from specialty materials which was up 330 basis points. Net income declined 15% and EPS declined 18% in the quarter and in addition to higher pension expense which was $30 million in the quarter on a slightly higher share count we had a number of moving pieces which I want to spend a bit of time taking you through. First, we were able to take an additional $35 million or $0.03 of net repositioning actions in the quarter which together with our cost actions taken earlier this year will provide an approximate $40 million benefit in 2009 and more than $200 million incremental in 2010. Second, in the quarter we also recognized lower than expected tax expense due to a few discrete items mostly larger R&D tax credits driving $0.04 of higher EPS so the effective tax rate in the quarter of 22.4% compares to our guidance and planning assumption of 26.5%. By the way we anticipate this will be fully offset in the fourth quarter by a higher rate. So in total on a net basis these items contributed to a tailwind of approximately $0.01 to our reported EPS of $0.80. Free cash flow came in very strong in the quarter with over $1 billion in free cash flow and drove an almost $500 million improvement versus 2008 despite a more than $110 million decline in net income. Working capital including foreign exchange contributed more than $200 million driven by progress on inventory and receivables and CapEx was down 40% year-over-year. We also benefited from lower cash taxes in the quarter which were partially offset by higher repositioning and other payments. The cash flow conversion as you can see is 168% which really reinforces the quality of the earnings and is a direct result of the core processes we had in place around the organization to drive cash. Let’s now look at slide five and talk a little bit about what we are seeing and kind of just recapping and provide a little more color in terms of the by business as well as for total Honeywell. As you can see the top line remains challenged but our assumptions remain generally intact. We continue to see softness in commercial aero with the most pressure on the air transport and regional aftermarket. Although flight hour estimates are improving slightly for the year we continue to see airlines aggressively manage spare parts and therefore spare sales continue to decline at a more pronounced rate than flight hours. We will get into some of those details when we get into the results in a minute but we anticipate this phenomenon to continue into the fourth quarter. We also expect business aviation flight activity and Boeing demand to remain weak for the balance of the year and despite the fact that BGA aftermarket has basically now stabilized. In other words we are seeing the same approximate run rate in terms of absolute spend in the BGA aftermarket quarter after quarter. Defense and space, which accounts for half of our total aero business is performing well. We are seeing continued growth in U.S. and foreign military sales and logistic services as well as space. This is a theme we think will continue driving much of the forecasted potential growth in aerospace in the fourth quarter. Regarding ACS, despite continued economic softness we are seeing selected signs of improvement with the residential business stabilizing in North America as well as improvement in emerging regions. ACS importantly is also benefiting from new products. ACS has launched 385 new products this year alone and [inaudible] new product introductions represent 30% of the forecasted revenues for 2009 derived from products that have been released in the last three years. We are seeing positive, in terms of a little additional color on ACS, we are seeing a positive point of sale trend with our products with the major U.S. retailers in month of September. We are seeing growth in the micro processing segment in our high path gas detection business. That is certainly a bright spot for us. We are also seeing a pickup in energy orders which are up over 25% in the third quarter and year-to-date. So some attractive underlying positives going on in the business. However, we continue to see delays in CapEx and OpEx decisions across a number of the businesses, mainly process solutions with uncertainty around energy and commodity prices influencing buyer behavior there. Transportation systems and specialty materials remain on track for the year although obviously at reduced levels over last year. In Turbo we anticipate revenues in the fourth quarter to be up now compared to the fourth quarter 2008 driven by Turbo volumes which are increasing sequentially as a result of production schedules which are now falling in line, in fact slightly ahead, of consumer sales. So overall I think kind of the takeaway from this slide is we are seeing some stabilization as rates of decline in both orders and revenue are moderating in a majority of our business and which are translating to a sequential gain quarter-over-quarter. As Dave mentioned earlier, the actions we are taking across the organization to control the bottom line include reduced labor costs, the benefit of prior period restructuring and significant indirect spending savings are helping to deliver on our commitments. So now with that backdrop lets go to each of the segment starting with aerospace on slide number six. As you can see, reported aerospace segment sales in the first quarter were down 16%, down 15% if you exclude the impact of the Consumables Solutions divestiture which if you recall we consummated in the third quarter of last year. While segment profit for aero was down 12% on lower volumes, margins were up 80 basis points to 17.4% due to productivity improvements, driven by cost savings initiatives and also the benefit from prior repositioning actions in the absence of last year’s accrual for payments for BGA OEM customers which you will recall were tied to the production schedules and also contract milestones. On an organic basis, total commercial sales for aero, that is the combination of air transport and business aviation, were down 29% in the quarter and declined across both OE and the aftermarket segments. The organic commercial OE sales were down 30% with air transport and regional down 14% which was really expected due to lower production rates, type of mix and also the timing of the shipments of regional jet customers. Business jet OE really was impacted as expected, down 66%, a bigger decline of course than we saw in the first half as a result of significant customer reschedules and also cancellations of deliveries. On the aftermarket side of commercial, revenues were down 20% in the quarter and as I referenced earlier although flight activity is improving we are still seeing declines year-over-year. We are continuing to see airlines wrestle to manage their inventories to firm maintenance events and also cannibalize part aircraft for spares. As a result, air transport aftermarket sales in the quarter were down 17%, BGA aftermarket sales were down 27%, both in line with our expectations and in line with what we have in terms of internal monitoring the Turbo Fan or TFE engine hours and maintenance events. However, again the sequential growth over the second quarter reflects stability at these new lower levels. Defense and space sales were up 2% in the quarter building on the positive growth we experienced in the first half of the year. The performance reflects growth in both U.S. and foreign military OE sales including continued demand for retrofit Chinook Heavy Lift helicopters. Additionally our government services business is well positioned to provide logistic support services. It also contributed to growth in the quarter. In defense and space overall the portfolio just continues to execute well on programs and remains well positioned as we finish out the year and transition to 2010. So in summary, tough market conditions on the commercial side of aerospace particularly in business jets with continued space in defense and space. The aero team continues to execute well. Taken with additional cost actions to mitigate the volume declines in commercial, our renewed focus on capturing customers and market opportunities in defense and of course we continue to win attractive new business. With the addition of Smart Path as Dave discussed, we continue to have success gaining significant share through our APU retrofit program. A great example was the win in the quarter with China’s southern fleet of 20 new Airbus A320 aircraft and also supply materials on their existing Boeing 737 aircraft in a contract that is valued at over $70 million. With that review of aero, let’s go down to slide seven and the highlights for automation and control solutions, ACS. Reported sales for ACS are down 14% in the quarter, an 11% decline on an organic basis that is acquisition and currency adjusted. The biggest decline was in the Americas and Europe which were partially offset by growth across the emerging regions. Segment margins were a good story in the quarter up an impressive 180 basis points to 13.5%. Again, the fourth sequential quarter of margin growth. We would like to keep seeing that in terms of the ACS performance. Our products business was down in ACS 11% organically with a continuation of the difficult trends that we saw in the first half. However, as I said we are seeing some signs of stabilization in residential and gas detection. For ECC and life safety, while both down in the quarter they continue to win in the marketplace and gain share of human products. To add some color, ECC had its strongest month in September since January driven by the reemergence of residential in the Americas and improvements across their portfolio in Asia Pacific. On the solutions side of ACS, while down 11% organically this quarter it continued to perform well. Demand for energy efficiency as well as the integration of climate, fire and secure controls for critical infrastructure continued to drive growth within building solutions and process solutions with oil and gas production as well as distribution projects continued to be solid particularly in emerging regions. However, refined remains weak. As I mentioned earlier we see continued delays in CapEx and OpEx decisions across the board. Orders in the third quarter for solutions were down 13% organically primarily due to process solutions reflecting order delays particularly with U.S. refineries. However, these are a couple of key metrics and insights into the businesses, the solutions businesses. Our service bank increased in both buildings and process in the quarter as we continue to benefit from our significant installed base and importantly backlog improved sequentially in the quarter for both buildings and process solutions. In the ACS segment process was flat in the quarter but we saw an impressive 180 basis point margin rate improvement, two percentage point improvement sequentially over the second quarter, a great effort by the ACS team continuing to execute very well on new product introductions, productivity actions as well as acquisition integration. Overall the market conditions for ACS were largely as expected in the quarter reflecting slower global economic growth. However, again the ACS team continued to perform well in this environment driving both revenue action as well as cost action. Turning now to slide number eight, transportation systems. Overall, TS sales were down 24% including 3% negative impact from foreign currency. At Turbo we saw the rate of decline moderate and this is the good news, down 51% in the second quarter if you recall to down 30% in the third quarter for Turbo. A positive trend, however obviously still impacted by the downturn in the auto industry with slower vehicle production rates at OE’s globally year-over-year and a customer shift towards cheaper, lower displacement gas engines. You will recall this phenomenon largely elevated during this period by government scrappage programs particularly in Europe where we have the highest penetration. During the quarter OE’s continued to significantly reduce their inventories which we estimate to be down now approximately 2 million vehicles in Western Europe. We would therefore expect and we saw indications of this as we closed out the third quarter that OE’s will start increasing their production in the fourth quarter and for Honeywell to gain share and benefit from the high win rates on both new Turbo gas as well as diesel platforms. A good example of this is the recent launch on BMW’s inactive hybrid turbo charged engine for the 70 series and the X6 models for 2010. These are impressive. I had the opportunity to go to the Frankfurt Auto Show and we saw a lot of buzz around both these vehicles. Another positive data point was that our sales for the quarter were up 14% sequentially from the second quarter and our shipments continued to increase week over week during the quarter indicating in fact demand is certainly picking up. Again, this is largely related to the phenomenon of earlier in the year production falling significantly below consumer pull in terms of particularly the European auto pipeline. In the consumer products business of TS which is down 15% reported, to put that in perspective it is really only down 6% if you exclude foreign currency and also the past year impact of lower raw material pricing which is largely ethylene glycol in the antifreeze business. So we are seeing much improved business performance within the CPG and the CPG delivered double digit margins the last two quarters. We had low double digit margins in Q2 and low double digit margins for CPG in 3Q so this is really a significant turnaround. Overall, TS is down 39% in segment profits. However, on a sequential basis segment profit is up 150% from the second quarter underscoring the efforts of the team to continue making good progress on productivity and cost actions and also the improvement we are seeing sequentially in terms of the top line. Turning now, let’s go now to slide number nine and specialty materials. As you can see SM held segment profit essentially flat at $155 million on a 23% decline in revenue expanding margins by 330 basis points to 15.2%. Again, a credit to the work that Andreas and team are doing to manage costs, invest in innovation and their renewed focus on sales execution and commercial execution as well as the overall changes we have made over time to the SM portfolio. Now UOP sales were down 11% as expected with continuing deferrals of longer-cycle projects due to weakness in CapEx spending and refining of petrochemicals primarily. However, the backlog is stable and UOP orders are improving. Catalyst sales which were up 30% in the quarter benefited from anticipated re-load and the timing of some new unit sales. Again, while the timing of re-load can be difficult to predict we are gaining better visibility for those planned in the fourth quarter. We will talk about that a little bit in a minute when we come to the fourth quarter. Resin and chemicals were down 44% in the quarter driven primarily by the impact of lower raws and the pass through pricing, the formula based pricing. Specialty products declined 25% primarily due to continued challenges in the semiconductor industry. However, we have seen sequential improvement in electronic materials as customers in that segment are signaling improved business conditions and some evidence of inventory re-stocking. So as I mentioned earlier, segment profits for SM at $155 million are down 2% in the quarter. Margins are up 330 basis points to 15.2% on terrific cost controls, lower raw material costs despite lower volumes and the continued investments we are making for growth. So with that review of SM and the review of the four segments, let’s go to slide 10 and talk about highlights for the fourth quarter. As you can see we are planning for fourth quarter revenues to be in a range of $8-8.2 billion, down approximately 6-8% from last year. EPS should be approximately $0.91, down roughly 6%. Just a couple of highlights by business. We anticipate aero sales to be around $2.7 billion in the fourth quarter, down about 15%, continued softness in commercial aero and while declining sales to air transport OE customers will moderate slightly we expect further sharp declines in business jets due to reduced delivery schedules to the OE customers. In fact, business jet OE sales could be down as much as 80% year-over-year which is indicative of the magnitude of the correction that has occurred in that industry. In the aftermarket we anticipate the current run rate levels to hold. As I said, that is what we have really seen is stability there in terms of the aftermarket. In business jet, TSE hours are expected to be down consistent with our expectation of declines which is approximately 25% for the full year. Finally for aero, consistent with what we have been seeing, we anticipate continued good growth in the fourth quarter in defense and space driven by military OE as well as logistics services. For ACS we expect revenues in the fourth quarter of about $3.4 billion with both product and solutions under pressure, partially offset by the positive impact of foreign exchange and also the benefit of the RMG acquisition that closed in the third quarter. Overall we see some selected improvement in products, again mainly in residential, industrial, gas and emerging regions. Transportation Systems we expect sales of about $9.9 billion, up slightly, showing growth for the first time since the downturn began last year driven by new launches in Turbo. We expected continued CPG, good operational performance in addition to the similar benefits in productivity as previously [completed] repositioning actions within transportation. Finally, in SM for the fourth quarter we anticipate revenues of about $1.1 billion, down slightly due to lower volumes mostly offset by inventory re-stocking and some end markets including agriculture, electronics, coupled with higher [ara] catalyst shipments at UOP. So in summary we are preparing ourselves for the fourth quarter with continued top line challenges supported by aggressive cost actions. We do expect to see top line declines moderating as we said as we move into the fourth quarter however our businesses will be well below 2008 levels. You can really see that on the next slide. We added this to show you on a historical and forecasted basis what fourth quarter sales look like and also going back to 2008 to predict the timing and slope of the climb to recovery in each of our businesses. The message we would like to make here is while the forecast looks like some sequential growth we are still planning for absent levels of business activity to be below 2008 and in some cases below 2007 levels. So let’s just kind of take a few minutes to make a few brief points on each of the businesses. On the top left quadrant, aerospace we expect to see sequential sales growth in the fourth quarter as year-over-year declines moderate given continued growth in defense and space softening the rates of decline in the commercial aftermarket. We expect aerospace sales to be in a range of $11 billion for the total year. Moving to the upper right hand quadrant in ACS, we see the most pronounced decline in volumes, we saw the most pronounced declines in volume in the first and second quarters of 2009. Further, the U.S. stimulus program had a chilling effect during this period and actually ended up delaying orders to which we see incremental orders and hopefully project funding beginning to materialize, benefiting us in 2010. So while we still see year-over-year declines in the fourth quarter we still expect selected stabilization, emerging market growth, further share gain based on contract wins, new product introductions and the positive impact of the RMG acquisition to offset the end market challenges in ACS. So overall for the full year we expect ACS sales now to be approximately $13 billion. For TS on the lower left, TS as we have said is now starting to show consecutive quarters of sequential improvement driven by Turbo and as you can see now we expect sales in the fourth quarter to stabilize on a foreign currency adjusted basis and to be up slightly. Sequential increases are driven by the benefit of increased OE production as a result of declining inventory as well as new model launches. We would expect full year revenues for TS to be in a range of $3 billion. Finally, in the lower right specialty materials we expect a pickup in resin and chemicals primarily [inaudible] export, the timing of catalyst reload at UOP and stabilizing end markets to drive sequential growth in the fourth quarter. Overall, we anticipate full year sales at specialty materials for 2009 at approximately $4 billion. So now let’s turn to 2010 and go to slide 12. We have a couple of highlights here just to further update you and continue the plans for next year. First, not surprisingly we are obviously continuing to plan on the basis of tough economic conditions. However, stabilization in most of our end markets which we anticipate will result in flattish sales for Honeywell overall in 2010 compared to 2009. While it is too early to declare a recovery in certain sectors we clearly expect in Turbo and commercial aero aftermarket to both rebound somewhat in 2010 following the depressed levels of 2009 as well as nearing the end of inventory de-stocking we are seeing as we exit this year. Both of these businesses obviously are high margin contributors and we can benefit nicely from some improvements in both of these businesses. On the other hand, as we have discussed we are planning for commercial aero delivery to turn down in 2010 as well as the non-res construction piece of ACS broadly declining to be down. However, our mix of government funded and energy efficiency products should help offset some of the declines. We are also planning for modest profit improvement despite flattish sales in 2010. While still early, we anticipate some favorable mix driven by better commercial aftermarket as well as product solutions mix within ACS. In addition, labor inflation driven by all the cost actions we have taken this year will partially offset some of the year-over-year repositioning benefits from actions funded across the organization in 2009. Clearly pension expense is going to be a significant headwind for Honeywell in 2010. We previously discussed this. We have indicated earlier a number of about $500 million increase in 2010 compared to 2009 but based on changes in the discount rates and what we have seen in terms of the decline in overall rates it is now likely to be approximately $700 million headwind on a year-over-year basis. I am going to take you through the sensitivity table on pension on the next slide but I want to remind you obviously it is a non-cash expense item that will hit us in 2010 and not reflective of funding requirements. Given the voluntary contributions we made to the pension plan over the past year, and the impressive year-to-date returns we have had on our U.S. pension trust, we will likely not be required to make any contributions to the plan in 2010. Anything we did would be on a voluntary basis. As you know, our pension accounting methodology just to remind you is more conservative than our peer companies and most comparable companies. We smooth assets over three years, amortized gains and losses outside the actuarial corridor over six years which is about half the time period compared to the conventions used by our peers. While the discrepancy makes it difficult to line it up, the economics of the pension measured in terms of their underfunded status or funding requirements are essentially in line with our peers. Regarding other below the line expenses for 2010 we would expect those to be in line with 2009 levels. So let me just kind of refresh you on the 2009 assumptions. Net repositioning and other costs including [inaudible] and environmental are estimated to be approximately 450 in 2009. Again, we would expect the other below the line expenses to be in line with this year. We expect continued strong cash generation in 2010, converting cash at 100% or greater. Our priority for capital allocation will remain to further our business investment and debt pay down as we focus on growth and balance sheet flexibility during these tough times. A factor that could impact our 2010 free cash flow is the timing of the funding of the NARCO 520G trust. It is still winding its way through the legal process and there is a reasonable chance we could see a portion of the funding of that trust in 2010. That will of course influence the numbers. So while some things are too early to call for next year, our preliminary framework remains well balanced we think between opportunities on the operational side. There are still a number of unknowns we will continue to monitor. We look forward to sharing all of that detail with you in our guidance call which is scheduled for December 16th. So now let’s go to slide 13 to look at the range of possibilities just to spend a little bit more time on pension just to give you that perspective. It is still a moving target. As you can see we plotted a range of guidance assuming a discount rate between 5.5-6.5%. The key takeaway is we think a reasonable expectation now will be approximately $700 million of increase over the approximately $120 million we have spent this year. So again that said, I would like to spend a minute again emphasizing the importance of the voluntary contributions we made to the plan in 2009 totaling about $800 million during a very good return. When we look at the latest estimates we do not anticipate required contributions for 2010 and as I said we anticipate the funding status at year-end to be in line with our peer group when expressed as a percentage of PBO, potentially even better given the voluntary contributions and returns that we have seen on plan assets this year. Finally, let’s just go to the summary slide, slide number 14 before turning it back to Elena for Q&A. Standing back from the quarter looking at the full year and our to date performance it really underscores the organization’s ability to execute well in a tough time by continuing to invest for growth. Our focus on cost controls and our ability to merge from all of this as an even stronger company is evidenced by our ability to produce margins at higher levels with segment margins down only 60 basis points on sales declines of over $5 billion year-to-date. Further, we have underwritten $145 million of net repositioning through the first nine months. That is $190 million gross new programs which will yield more than $200 million of incremental operating income benefits in 2010. We have been able to generate $2.3 billion of free cash flow through the nine months, up 14% despite lower net income. It reinforces not only the quality of the earnings but the focus and capital allocation and capital discipline that we have in the organization. Working capital has contributed approximately $600 million to this free cash flow on a year-to-date basis excluding foreign exchange. Clearly this gives us confidence to increase our guidance as Dave said for free cash flow to $3 billion. We are pleased to be able to report our third quarter previously stated guidance and while we are preparing ourselves for continued tough conditions in the fourth we remain confident in the cost actions we have put in place and that we will support our full-year 2009 EPS guidance of $2.85. The organization continues to perform well in this difficult environment. Seed planting will position us well and will drive our performance in the recovery and again it positions us to be a much stronger company. Our businesses are staying on top of market share so we are responding we think both quickly and effectively, exercising judicious approach to reducing costs while maintaining the industrial base so we are prepared when things start to turn. Let me just take a sentence out of Dave’s comments on the earnings release, our employees have responded remarkably in support of both our growth initiatives and our productivity actions during this unprecedented downturn. As we have highlighted throughout today’s review, we continue to invest in new products and services, our global footprint and key process initiatives that will help Honeywell outperform in the long-term. We are seeing the results of these investments. They are showing up in orders and sales with key technology wins, new product and share gains in ACS, transportation’s volume and platform wins and specialty materials’ green initiatives whether it is environmentally friendly [inaudible] or UOPs penetration in the growing natural gas market. We are executing on our repositioning projects and are aggressively implementing functional transformation which is on track to deliver more than $200 million in savings this year up from our previous estimate of $150 million. In the near-term we are focused on executing in this environment and over the long-term we are planning to see the company performing well when the economy recovers. With that Elena I will turn it back over to you for Q&A. Elena Doom : Operator, if you could open up the lines?

(Operator Instructions) The first question comes from the line of Shannon O'Callaghan – Barclays Capital. Shannon O'Callaghan – Barclays Capital: Wondering when you look at ACS and aero margins in the quarter and you think about your longer term expectations for that segment I know with ACS you put out the 15-17 target awhile back and I know the world has changed but the margins are, as you pointed out, finally starting to come through despite product being down as much as it is and aftermarket being down as much as it is in aero. Can you just talk about longer term what is this telling you about the margin potential of those segments and what you think they can do?

It makes me feel even better than I did before. I was always confident in our ability to grow margins in every business and I would say being able to do it when sales are going up is a lot easier than when sales are going down. The fact that aero has been able to contain the fall off significantly better than they did last time and that ACS is actually able to increase at a time like this gives me a lot more confidence in what we can do in an upswing. David Anderson : I think the other thing is the investment we have made in the new products and new platforms and what we will see I think as the markets recover is more of that opportunity. So we would see increased cadence in terms of our penetration of new platforms as well as for ACS new products and global expansion. I think all of that is very, very possible and it will help us relative to the sustainability of these margins over time. David Cote : I guess I would add that when we have done the restructurings that we have we have always done it with an eye on how do you do stuff that is a permanent reduction in fixed costs. As you know we have always said our intent was to contain the growth of fixed costs and let the volume run. That worked very well for us during the last upswing. I think that is going to put us in an even better position this time. Shannon O'Callaghan – Barclays Capital: On Turbo you mentioned the penetration of the new platform. How much should we expect you to be able to outgrow the market in terms of market share in Turbo? David Cote : We will continue to grow share. I don’t know that I would put specific numbers on it but we will continue to grow share and share based on dollar volume, not on units, which we don’t think, most annual reports are not in units. Dollars are more relevant. We will continue to gain but I’m not ready to put any numbers on it. David Anderson : I think what you will see is we have a very, very modest contribution from new launches in the fourth quarter of this year but you will really start to see that pick up beginning in 2010. It is a good question and we will see the evidence of that in 2010 or 2011 or 2012 and we will update you accordingly during that period.

The next question comes from the line of Jeff Sprague – Citi Investment Research. Jeff Sprague – Citi Investment Research: Can we just get a little more granularity on particularly what you are seeing on the energy retrofit front? Clearly the tone of things sound better but has the stimulus money progressed to a point where you can tangibly see measurable, significant business proposal activity and if the answer to that is yes, is there also a booking process that is starting to happen? David Cote : I would say kind of yes. There is no real reflection yet in any of our financials yet but we are finally starting to see the orders come in and that is something that will help us on an ongoing basis I would say over the next 9-12 months. Dave’s choice of adjectives or adverb was pretty good when he said it was “chilling” initially. It was really surprising how we had all this stuff in the pipeline at the time and it really just slowed everything down initially as everybody waited to see what the package would say. That is finally starting to reignite and that I think you will see more of over the next 9-12 months. Jeff Sprague – Citi Investment Research: Would that also imply then that you actually see a pretty good pipeline of non-stimulus dependent energy retrofit work? David Cote : Absolutely. There is just a much greater awareness out there than there was before. Everybody is paying a lot more attention to it. Everybody wants to be able to talk about their carbon footprint in a way that makes the company look good. That is causing a lot more interest in energy efficiency work that we do. Jeff Sprague – Citi Investment Research: On pension, obviously this has been a tail wagging the dog frustration for you but when do these more conservative approaches help you? In other words if we end up at the same discount rate at the end of 2010 and there is some modest improvement in financial markets will you expect a tailwind in pension expense in 2011? David Anderson : I don’t think so. I think we would still anticipate headwinds and then it begins to turn. It is really related to that amortization of losses outside the quarter given the 2008 return on plan assets. So that math is kind of given. It is very obviously based on returns and [discount rates] if that math is pretty much set. It will be much less significant than we are experiencing, in all likelihood than we are experiencing or are anticipating to experience in 2010. But then it will turn around after that. Just to underscore again and you heard this and you know this, two points; one, no funding requirements in 2010 based upon the current data and our current outlook. No requirement. Two, when you look at our underfunded status and you look at the dollar amounts and you look at it is stated as a percent of TDI, either way, compared to that [seven multi large capital] industry peers the numbers are very much in range. David Cote : The economics really aren’t different. It really is a book accounting difference. You have to imagine this is one of my pet frustrations and has been that economically we are about the same as our peers yet because of the way the accounting works we end up having to take these non-cash hits that are not reflective of how the company is performing or how the pension is performing or what our potential liability is. That is a liability that can disappear with increase in interest rates. It is very frustrating. Jeff Sprague – Citi Investment Research: One quick follow-up on UOP. Was that 30% increase in catalyst reloads a year-over-year number or a sequential number? Can you just give us a little more thought on what to think about on Q4 and I think even in the first half of next we should be up for kind of a biennial reload exercise? David Anderson : It is always one to your last point in your question and element of your question, always one of the top in the way it’s dynamic and in the way that it moves around. The number that I referenced was a year-over-year number, that 30% increase year-over-year. Now remember in catalyst product sales in UOP we were down 35% in the first quarter and we were down 33% in the second quarter so some of this is timing related and we would anticipate in the fourth quarter total revenues in terms of catalyst, about even with the same period last year. Jeff Sprague – Citi Investment Research: Then the question just becomes that every other year reload cycle is technically kind of on for early 2010 but I guess there just has to be a little bit of question about how strong that comes through? David Anderson : I think so. We will have a little more visibility and obviously a lot more to say about that in our December guidance call.

The next question comes from the line of Stephen Whittaker - Sanford Bernstein. Stephen Whittaker - Sanford Bernstein: First on 2009 the EPS that you have been giving between seasonality, repositioning, cost controls and FX, is the mix of that given the performance this quarter larger intact? David Anderson : It is pretty much unfolding the way we have been saying since I guess May. Stephen Whittaker - Sanford Bernstein: Secondly, when you look at the margin expansion across most of the segments, how do we think about that in terms of price value gap and price cost gap on materials? You referenced it throughout but if you look across Honeywell can you give us a sense of how that is unfolding and how that is feeding into your expectations for next year. David Anderson : Just to clarify that question are you talking about… Stephen Whittaker - Sanford Bernstein: I am talking about pricing, top line pricing changes, not mix, then I am talking about the cost of raw material inflation, etc. and commodities. David Cote : I think pricing has held up okay and we continue to work the purchasing side pretty hard. I would say it is mix depending upon the business when we see what the overall impact is. But I think we have been doing a pretty good job on both overall. David Anderson : As we communicated, [going into the loss] that you referenced earlier, that EPS [loss], we clearly benefited from raw material and both direct and indirect material saves and productivity on a year-over-year basis and I think the other key takeaway is that pricing has held in this environment. David Cote : On the raw side going back to that [loss]you were talking about there was that inventory effect from that also. So between the negotiations and the inventory effect we are really just starting to see the benefit of that. Stephen Whittaker - Sanford Bernstein: So that is consistent with the modest segment profit improvement comments for next year? David Anderson : Yes. Stephen Whittaker - Sanford Bernstein: I’m trying to reconcile your comments on flattish top line and your comments on stimulus spending around energy, etc. I know you are going to give us more detail on December 16th but it strikes me that given most of the trends, the biggest weaknesses you talked about in commercial aero and construction enough to outweigh a turning economy at this point? David Cote : I guess the way I would describe it is there are various puts and takes in every one of the businesses. In Aero we see some upside but we also expect commercial OEM schedules to come down. In ACS we do see energy efficiency upside but there has also been a reduction in orders and this is more of a longer cycle business that we have talked about. I think it is important to put all of this in the context that we are going to plan 2010 we think reasonably conservatively just like we always do because you just don’t know how things are going to unfold. We will be prepared if sales are better and every one of our businesses is going to think that way and be prepared that way because we are going to plan based on lower sales or flattish sales. There is a big phenomenon that is just going to be tough to predict. Dave alluded to it in his comments. The inventory de-stocking when you look at what the airlines have gone through, what MRO shops have done, anything that goes through distribution in ACS which is substantial, what we are seeing in Turbo charge is there has been this tremendous de-stocking. The way I would describe it is we will say there was an end market that existed in 2008 and we will say that end market was down 10%, well the orders placed on us were down 20% as inventory de-stocked. You can only hold your breath for so long and at some point it is not so much an inventory re-stocking as it is orders have to be placed just to meet the anemic end market demand. Now the problem is of course having insight into exactly how much inventory is at the airlines, how much is installed at ACS distributors, exactly how much auto inventory is out there. That is a little easier to tell but not perfect. It is just tough to predict because we just don’t know. That effect will happen at some point. We would like to think it is 2010. It is just difficult to predict. So we are going to continue to look at this as how do we plan conservatively and make sure our costs are in line and in the event that sales are stronger we will be prepared to respond. Stephen Whittaker - Sanford Bernstein: Can you give a little more detail about the labor inflation comment that you are making saying relative to the 2009 cost benefit? I am taking these are all the temporary cuts that are just coming back, bonuses and things like that which were taken out this year? Can you give us a little more flavor on that? David Anderson : Sure. A lot of actions across the organization. This year we had work schedule reductions. We had obviously attrition and didn’t back fill positions as they came open. We reduced merit that is the annual increases. So a lot of things that were taken this year. When we look at those in combination on a year-over-year basis our view is for planning purposes our expectation is some of that is going to come back in 2010. It makes sense for us to use that as a starting base as we think about 2010. We also think that one of those other productivity actions, what are those things we need to do to make sure that on a year-over-year basis we continue to drive to the right cost outcome and the right cost behaviors and the right cost outcomes. I put that as a placeholder literally for you just to indicate that although we are going to beneficiaries of some very nice tailwinds from repositioning actions this year. There is also, we believe, from a planning standpoint smartly there is going to be some labor inflection next year that we can count on. Stephen Whittaker - Sanford Bernstein: Are you therefore…how are you trying to offset the additional pension headwinds into next year? David Anderson : I think the pension headwind is so big, it is a very good question. I mean you really have to look at I think Honeywell on a year-over-year basis, taking out pension. That is the way to do the math. Then when you add pension in you really see the results. You take the operational kind of framework we have given you I think is the best way to approach it. David Cote : Our cash earnings will continue to be very good but pension at $0.70 per share is tough.

The next question comes from the line of Scott Davis – Morgan Stanley. Scott Davis – Morgan Stanley: Part of your cash or investment plan according to your slides is to pay down debt. I guess given that you probably could make a voluntary contribution or a bigger voluntary contribution in the pension and probably be a little higher return for shareholders than paying down debt, how do you think about the pro’s and con’s of that right now? David Anderson : Just continuing to focus on the tradeoffs that are involved in that. That is a very good question. The key thing for us, as you know, our credit rating, financial flexibility and liquidity in this environment. We think that is highly important. We will just continue to measure that given we have really gotten through now what we committed to do in 2009 and what we guided to you in 2009 we are mostly through that in terms of the pension contribution for the U.S. trust and we will just evaluate that for 2010. No contribution is required. That is the good news. We will see how events transpire including underlying performance, cash generation, etc. We will see what happens to the discount rates. We will see what happens to the projection of future funding requirements. It is a good question and one that we will continue to evaluate. David Cote : I will also add our decisions on this are going to be focused on the economics of what makes sense and not by accounting. Under funding can disappear as quickly as it appeared and we don’t want to be driven by accounting. We are going to be driven by economically what makes sense. Scott Davis – Morgan Stanley: I was thinking in the context of your implied return versus your interest expense. You get a tax deduction on interest expense and a tax deduction on the contribution, I assume, unless you go over a certain amount so it seems like it would be pretty favorable to contribute to the pension. Nonetheless, we can cover that another time. I wanted to just follow-up on the management changes in aerospace. You have had a change in both CEO and CFO and if there has been a change in mandate or mission or anything you want these guys to do differently? If you could just talk about that it would be great. David Cote : I think like anything else we are just going to continue down the evolutionary path that we were on with every business in the company. We keep getting better and better. The mandate is the same in every single business. Keep growing your earnings and cash flow and keep making sure that you are investing for the future so that we don’t just make this quarter but we make this quarter next year, two years from now or five years from now. The nice thing about it is we have no shortage on ideas in any one of the businesses on how to keep making it better. I would say that is true for aero as it is for any of the other businesses. Tim and Bob are on the same path. I would say making it even better. Scott Davis – Morgan Stanley: So no real change in things you would do differently? David Cote : There will be changes. You can’t help that. I’m just saying there is nothing that says this was a problem before and it is being fixed now. We are just going to keep doing what we are doing.

The next question comes from the line of Howard Rubel – Jefferies & Co. Howard Rubel – Jefferies & Co. : In the past you have addressed the benefits of FX and the dollar sure is going to make a big difference to ACS in the final period of the year and sort of into next year. Could you address how you are thinking about that? David Anderson : On a year-to-date basis obviously foreign currency has been a headwind and a significant headwind for almost $1 billion in revenues and $0.11 in terms of earnings per share. We anticipate some favorability obviously at current rates. Howard Rubel – Jefferies & Co. : Substantial in fact. David Anderson : In the fourth quarter. We should see some favorability in the fourth quarter. Currency is a tough one because look at earlier this year. Look at the movement that has just taken place on a year-over-year basis. Again in December when we provide guidance for 2010 we will give you what we are using for the Pound as well as for the Euro. We tend to be conservative in our planning around those because of the significance of those to our performance. So other than telling you we are going to provide that detail and that color and we will point that out in terms of what that represents year-over-year impact to it at that time. Other than that, for 2009 it is pretty much baked we are anticipating an FX headwind for us this year. Howard Rubel – Jefferies & Co. : The fourth quarter is a dramatic change, I don’t want to push back on you too hard. David Anderson : Well we will get some benefit in the fourth quarter but just to put it in perspective, every $0.01 move in the Euro in a quarter impacts us about $10 million in sales and only about $1.5 million in operating income. It is clearly a positive for us in the fourth but it is not a major driver. I think the bigger question is what is going to be in 2010 and what is our planning assumption going to be for 2010 compared to these rates that we are exiting at in 2009. Howard Rubel – Jefferies & Co. : On cash flow, you had very nice numbers. Share count was up sharply. I guess that was due to…did you complete the funding of the pension plan and then this low level of CapEx, will that continue into the final quarter of the year and how are you giving marching orders to the team going forward on that? David Anderson : I will turn it over to Dave in terms of marching orders, but I will give you the tabulation. We contributed $340 million of company stock in the fourth quarter. That really pretty much rounds out just under the $800 million guidance we made. We may top that up and as Scott asked if we top that up it will be a stock or a cash we will elect to do that in 2010 that is really to be determined. We are largely complete and on track and that is reflected in the share count for the company and the guidance we have given you and embedded in the guidance we have given you for the full year. Your second question has to do with CapEx. We are anticipating CapEx will have about the same kind of run rate in terms of a reduction in the full year. We are in the neighborhood of about $700 million for the full year which is consistent with what we talked about previously. David Cote : I think if you wanted to get a sense for the marching orders, the way I would say is we tell them all to act like it is a recession but don’t betray the future.

The next question comes from the line of Unidentified Analyst – JP Morgan. Unidentified Analyst – JP Morgan : First of all congratulations on the strong execution this year in the face of the sales challenge. It says something about what you have done with the organization over the last 4-5 years. On Turbo Chargers, one of the main moving parts in that fundamentals slide you usually put out there is European auto builds and I think there are some cross currents there whether this year was bolstered by stimulus. What are you hearing from your guys in the channel on what to expect from European auto builds next year? In a flat or modestly down auto build environment can you still looking at can you still do up turbos in that environment because of all the share gains? David Anderson : Yes. I think we can really do up despite the share gains. You are right, we saw an uptick in European, total EU so western Europe, and in some of the countries obviously in Eastern Europe, 4.6 million units sold in the third quarter and as a result of that and some of the scrappage programs in Europe the forecast is for only 4 million units to be sold in the fourth. Obviously there is going to be some dampening effect in terms of total sales in full year 2010. Some of the scrappage programs will continue only modestly. For example, France will continue but Germany is not expected to continue, so we will see some dampening on the 2010 numbers. But to Dave’s quick response which is absolutely right, we will see improvement and growth in our Turbo business in 2010 not only as a result of the phenomenon of the stabilization of production rates but particularly production in regard to turbo vehicles and the benefit of new launches. You will see bother of those in 2010. Unidentified Analyst – JP Morgan : I didn’t quite understand the answer to Jeff’s question on UOP. Is that just you were expecting I guess the industry was talking about visibility on reloads in the first half of 2010 but given the state of the refining industry that is a little bit less visible now? Maybe if you could just give a little bit more color on what you are seeing there. David Anderson : What I was saying is what we will do is we will get into that as we get into 2010 guidance. It is one of those things that is a very important item obviously and the tracking and forecasting of that is something frankly while the business has been preparing we have not actually had the opportunity to go through that level of detail yet with them.

It appears that is all the time we have today for questions. I will now turn the call back over to Elena Doom for any additional or closing remarks. Elena Doom : I want to thank everyone for your participation today and I want to hand the call over to David Cote for his final comments. David Cote : While we continue to demonstrate we are a strong performer in both tough times and good times, as you recall the question a year ago was will we fall apart like we did last time. I think we have been able to convincingly demonstrate that concern was not a real one and that doing what we said is very important to us. We have been able to generate these results while at the same time continuing to invest in the future. If you think about coming out of the last recession for us the cupboard was bare, and that is not the case this time. Our continued investments in the new products and services, expanding our geographic growth, investing in our enablers and our process initiatives and getting into great new areas like we did with RMG all of these make us a much better company for when the times get better. We intend to be a great performer not only in these tough times but also when times get better and they will. Thanks for listening.

That does conclude today’s conference. Thank you all once again for your participation.