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Honeywell International, Inc (NYSE:HON)

Q3 2010 Earnings Call

October 21, 2010 8:30 a.m. ET

Executives

Elena Doom - Vice President, Investor Relations

Dave Cote - Chairman and CEO

Dave Anderson - Senior Vice President and CFO

Analysts

Jeff Sprague – Vertical Research

Steven Winoker – Sanford Bernstein

Scott Davis – Morgan Stanley

John Inch – Merrill Lynch

Nigel Coe – Deutsche Bank

Bob Cornell – Barclays Capital

Nigel Cole – Deutsche Bank

Operator

Good day, and welcome to the Honeywell Third Quarter 2010 Conference Call. Just a reminder that today’s call is being recorded. At this time, I would like to turn the conference over to Elena Doom, Vice President, Investor Relations. Ms. Doom, please go ahead. (Operator Instructions)

Elena Doom

Thank you, Lori. Good morning, and welcome to Honeywell Third Quarter 2010 Earnings Conference Call. Here with me today are Chairman and CEO, Dave Cote, and Senior Vice President and CFO, Dave Anderson.

This call and webcast, including any non-GAAP reconciliation are available on our website at www.honeywell.com/ investor. Note the elements of this presentation contains forward-looking statements that are based on an assessed view of the world and of our businesses as we see them today.

Those 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, as well as share with a preliminary frame work for 2011. And of course, allow time for your questions.

With that, I’ll turn the call over to Dave Cote.

Dave Cote

Thanks, Elena, and good morning everyone. It’s great to report another terrific quarter for Honeywell with revenues, earnings, and cash ahead of expectation, and great execution across our businesses.

Sales rates $8.4 billion, up 9% reported and organic, great sales growth. With continued growth in new products, geographic expansion continues momentum across our businesses. We generated EPS of $0.64 including covering $0.06 higher tax rate year-over-year, $0.03 of Sperian dilution, and $0.18 tension expenses in the quarter.

On an adjusted basis, that is excluding those items, our operating earnings were $0.91, up about 10% in the quarter. Our segment margin rate was 14.2%, up 40 basis points from prior year, reinforcing the quality of our earnings performance and continued cost discipline, more than offsetting the labor related headwinds we had.

Further reflecting earnings quality, we generated exceptional free cash flow of $1.2 billion, representing over 200% free cash flow conversion. Having generated 2.8 billion free cash flow year-to-date, we are very confident in our cash performance and are raising our free cash flow guidance to approximately 3 ½ billion for the full year which includes a planned $600 million voluntary cash pre-funding to our U.S. pension plan in fourth quarter.

You’ll recall we contributed approximately 400 million of stock to the planned year-to-date. Even our strong cash flow and the decline in interest rates was seen throughout the year. We think that doing more pre-funding is smart and we would expect to fund the plan as needed with cash going forward.

So given the strength of our year-to-date financial performance, and continued strong momentum, we are raising our full year guidance. We now expect sales above the high end of our previous range, or 33 billion, and earnings of approximately 2.52 a share above the previous high end of 250.

So despite the temperate economic landscape, we see a continued upward trend in our orders rates across all segments, demonstrating our robust focus on new products and services, our great positions and good industries, and investments in global expansion.

We’ve seen the biggest improvement in our early cycle business, namely Turbo and industrial businesses. We’re not seeing an uptick in Aerospace’s commercial after market. What’s also impressive are the long cycle orders growth rates which we think of as the ACFs solution’s businesses, UOP, and commercial Aero, OE.

Book-to-bill rates are above one and strengthening with strong double-digit increases across the group. Seed planting is something we talk a lot about and the growth we’ve seen in our end market is complimented by the benefits of our seed planting initiatives. We’re excited about the acquisitions we closed in the quarter, Sperian Protection, a leader in personal protection equipment design manufacturing and Emon, the market leader in sub-metering, an important component in commercial energy efficacy program and the Smart Grid.

We continue to make traction with our latest innovation that improve aircraft safety, with our Smart Path Precision Landing System and SmartView’s Synthetic Vision System. Honeywell’s been selected by brazil’s air traffic control to install the Smart Path system, which is the first and only system to receive the FAA’s design approval.

We’re also merging our SmartView’s Synthetic Vision System with enhanced infrared imaging; bring unprecedented situational awareness at night, and in low-visibility conditions. The integration of this blended technology is new, and we are ahead of our competition here, with lots of upgrade opportunities to vastly improve take-off and landing minimums, and increase safety of operations.

Our investments and focus in emerging regions are also really paying off. Sales in Asia-Pacific are up strongly of 21%, collecting good growth across the portfolio in China, up 28. And also growth in India, 34% Japan and Korea. We continue to build on our platforms for growth as evidence by the number of wins in Aerospace and process solutions in the quarter. There were a number of important emerging region wins in the quarter.

Honeywell’s Building Solutions signed an energy savings performance contract, or ESPC, with Dongguan Crystal Textile, to help reduce energy consumption in this manufacturing processes, as well as reduce a significant of greenhouse gas emission over the next five years. This marks both an important win for Honeywell in the region, and supports China’s focus on both energy efficiencies and reducing greenhouse gas emissions by 50% by 2030.

Additionally, process solutions with orders up strongly this year continues to win exciting new products in emerging regions. One in Qatar where the business was selected by Dolphin Energy to upgrade its existing Sperian system in its largest gas processing plant.

HBS also entered into phase 2 of the impressive Shaw Gas Development Project, valued at an additional 78 million. HBS is leveraging its full technology portfolio to help these sites operate safely, reliably, and efficiently.

And we continue to invest in our big process initiatives as well as other seed planting across the organization. Our velocity product development initiative helps to bring new products that customers want to market faster. And the organization is delivering over 450 new products this year so far.

The company is delivering better than expected P&L and cash flow benefits from our accelerated deployment of the Honeywell operating system as reflected by the impressive working capital turns and marketing expansion we’re experiencing this year.

Across the company we are expecting an acceleration of bronzes sites, adding approximately 50 new sites next year.

So in summary, another better-than-expected quarter and strong year-to-date performance demonstrating Honeywell’s ability to execute both commercially and operationally, and invest in future growth. So with that, let me turn it over to Dave.

Dave Anderson

Good morning, thanks Dave. Let’s turn to Slide 4, let me start by taking through the Summary Financial Results for the quarter, just to add some more color to the highlights that Dave provided to you. As you can on Slide 4, we’re seeing continued momentum in our businesses, reflected in better than anticipated performance. Recorded sales were up 9% to 8.4 billion reflecting continued double-digit growth in emerging regions, with sales up nearly 20% in those markets.

We also saw greater than expected organic growth in the U.S. and Europe, which were up 10 and 6% respectfully. As you can see, net foreign exchange, and M&A really didn’t impact the sales this quarter.

The company had strong operating leverage, growing segment processes by 12%. In segment margins, 40 basis points to 14.2% overcoming the absorption of approximately 200 million of labor-related cost headwinds resulted from actions taken last year that did not repeat this year. It’s important for you to recall that we had significant structural cost takeout in 2009, but we also had policy items including foregoing pay increases, reducing incentive compensation, and also work schedule reduction in furloughs. Most of those do not repeat, or come back in the form of expense this year.

Net income for the quarter declined 18%, however, up 1% when you exclude the impact of pension expense from both ‘09 and ‘10. EPS was down on a recorded basis, 20% but as Dave said, that includes the absorption of $0.03 Sperian Solution in the quarter, and also $0.06 of higher year-over-year tax rate, and you’ll recall that we guided to a higher tax rate. Therefore, operational earnings were up 10% when you exclude these items.

A couple of other either items, which are probably worth pointing out in the quarter; free cash flow, very strong. We generated 1.2 billion of free cash flow bringing year-to-date to 2.8 billion. This stronger than anticipated cash performance reflects higher cash earnings, recorder working capital turns which are helping to offset the impact of higher sales, and the benefit of also of increased customer advances which is reflected of the growth that we’re experiencing in our long cycle of businesses. While not recorded in the external working capital, these increasing advances are clearly a positive in terms of our cash flow. And in summary, a very high-quality earnings story for the quarter, and a high-quality cash story as well.

With that, let’s go to Slide Number 5 and give you some perspective on the quarter and some of the items that if you were one time in the quarter. If you start at the top of the page, you can see operating earnings were better than anticipated as the company benefited to higher sales, and strong sales conversion. And as you can see, by the way, we’re walking from our 2Q 2010, our second quarter 2010 earnings of $0.60 actual on both sides of the slide. On the left side, we’ve laid out the guidance we gave to you in July, and on the right side we’ve mirrored our actual performance relative to that guidance.

So again, starting at the top of the page, you can see operating earnings were better than anticipated, the company benefited from higher sales as well as strong sales conversion. The higher operating earnings were personally offset by the higher 29.5% tax rate that I mentioned earlier and that we guided to in the quarter.

With the closing of the Sperian transaction on September 15, we had $0.03 dilution related to M&A fees as well as Sperian repositioning expense in the quarter. Both of which recorded both below the line. The ACS segment performance also included a minimal amount of purchasing accounting impact, net of operational results for Sperian.

Moving down the page, we had a $62 million gain, triggered by the consolidation of specialty materials joint venture. We offset that gain by funding new repositioning projects that will benefit 2011. We were able to take an additional 54 million of net repositioning. When you include Sperian’s 18 million, that takes total repositioning in the quarter to 72 million. Therefore, when you take into account all the pluses and minuses, we absorbed $0.03 below the line headwinds quarter-on-quarter which are really represented by the Sperian dilution. So the $0.64 EPS recorded reflects a clear beat and a much stronger quarter than we anticipated, again, driven by stronger operating performance.

With that perspective, let’s go to Slide 6 on the Hunda update. Given the strong performance in the quarter, in spite of continued economic uncertainty that characterized of global economy, we thought it would be helpful just to spend a few minutes updating you on our view of all of our key markets.

On Aerospace, our assumptions for 2010 remain largely intact, reflecting a strong uptick in global flying hours. Flight hours were up 6.7% in the quarter and we’re seeing that effect on higher utilization rates and that translates into an uptick in commercial fares activity. R&O for ATR is also starting to rebound for the air transport business, gaining momentum as we end the year.

Now business aviation is benefiting from improved flight hours, as well as successful upgrades in modification of the existing fleets. Given the strong third quarter improvement, we’re now anticipating global flying hours to be up 5% for the full year, 2010. And we expect growth in the commercial aftermarket for aerospace to out space flying hours in the fourth quarter.

Turning to defense space, just a couple points there. The starting point of one is on course, we’ve been saying for some time, which is the outlook for the overall market for Japan, obviously remain uncertain. Now despite that, our business has performed well, it’s stable, and it’s somewhat cushioned by its broad customer base and its broad product platform and diversity. We anticipate the usual uptick in D&F in the fourth quarter and so we anticipate for the defense to be up sequentially as well as year-over-year positive in the fourth quarter.

In ACS we’re highly encouraged by the early cycle nature of the portfolio and the performance demonstrated by the industrial businesses of ACS. We saw above-market organic growth in nearly all segments, which we believe is largely attributable to the strength of Honeywell’s franchises and obviously the investments that we’ve made in new products through the downturn. We expect the short-cycle products growth rates to begin to moderate due to tougher comps, while the stronger order rates we’ve seen in the long-cycle businesses, ACS solution as well as the UOP portion of Special Materials, to be reflected in higher sales growth in 2011.

So looking across ACS and special materials, while the macro indicators for residential and commercial in markets remain weak, both of those businesses are performing very well. Specifically, our new products, penetration rate, and the expansion in new markets is contributing to the growth that we’re seeing in ACS and FM, and we expect that to continue.

Now clearly, as Dave cited, and as I’ve referenced, the emerging region investments and expansions are paying off handsomely for Honeywell. They are an important driver in growth. China and India, in particular of course, have been less impacted by the economic challenges, and we’re seeing strong double-digit growth in those markets.

Global Energy demand continues to rise with the most rapid growth expected to occur in UOP and process solution where we’ve won a number of new projects. Honeywell is clearly at the forefront of new infrastructure and capacity additions in both reclining, and natural gas industries, globally.

Looking at Turbo, the first half macro environment was great. We continue to see strong orders in the third quarter, better than expected diesel penetration, condensed summer shutdown schedule in Europe, which created production rates higher than we anticipated. Turbo will continue to benefit from its leading industry position, and market share win, and is projected to continue outpace Europe light-vehicle production again in the fourth quarter.

With that, let’s now turn to our business results for the third quarter. Starting with Aerospace on Slide 7. Aerospace sales up 3% in the quarter, reflecting much anticipated recovery in the long-cycle business of Aero; higher commercial sales, volume, as well as defense services volume.

Segment profits for Aero grew 1% with margins down 40 basis points to 17%. If you exclude the impact of payments in the quarter, to business aviation manufactures to offset preproduction cost, these are due to obviously significant contracts and wins we’ve had. Aerospace sales would have been up 4% segment profit up 5%.

Organic profit, segment profit growth reflects the execution of growth as well as pricing initiatives in Aero. The benefits from prior period restructuring and productivity actions, which are offsetting material inflation and again, the absence of labor cost action taken last year that were not repeated this year. Overall the aero team has done a terrific job forecasting and calling this year’s inflection points with things playing out as expected in the quarter.

Now total commercial sales, that is some of air transport and business aviation were up 5% in the quarter. Commercial OE sales were up 5% driven by increased air transport in business aviation OE delivery. The commercial aftermarket sales were up 6%, up 7% sequentially reflecting higher aircraft utilization rates that I referenced earlier.

So a couple of the details on Aerospace, first ATR’s OE sales were up 2% in line with deliverance schedules at Boeing and AirBus and improved demand at Emraer. The business aviation OE sales were up 11%, recovering off a very low base in 2009, and growth in the quarter was partially offset by the impact of business aviation OE payments.

Turning to the commercial aftermarket at 6% growth we saw in the quarter was driven by significant uptick in fares activity, up 20% year over year off the depressed 2009 levels. Looking at the, again at ATR, the aftermarket was up 4% compared to flight over growth of 7%. Fares were up strongly, up 13%, outpacing the blended R&O growth across mechanical and our electronics portfolio. Now fares and R&I activity combined are expected to be higher in the fourth quarter, driven by continued flight hour improvements, as evidence by the strong receipts we’re seeing into our R&O centers as well as the continuation of relatively robust fares orders.

I’ll take you through some more colors on the ATR aftermarket on the next slide, but overall we’re encouraged by performance we saw on third quarter.

The business aviation market also benefited from improved flying hours with sales up 10% reflecting a strong uptick in fares and higher repairs and upgrades. Defense and Space sales, as I said, were up 1% in the quarter. We had good growth in international and government, which partially upset by the continued ramp down in the tire program. And again, we’ve seen the impact of project delays moderately affect revenue events in 2010, but the business is stable given its diverse customer base and platform exposure.

So in summary for Aero, things are performing as expected across the portfolio with commercial aftermarket up for the first time since the downturn began. OE is on track to grow with increased aircraft production rates, E&F is stable, preparing the budget pressures, preparing for budgetary pressures, and also realigning the resources on growth-oriented programs.

Let’s turn to Slide 8, just a couple of more details on Aero given the significance of the aftermarket in what we’re seeing. Looking at the top left graph on Slide 8, you can see that the Fares and R&O revenue growth year-over-year versus global flight hours. As we previously discussed, the Aero aftermarket felt significant deep stocking and decupling from flight hours and GDP in 2009, and early 2010. To put it into perspective, during this cycle we saw a one year of sharp inventory in fares decline, versus multiple years of past in that it’s taken to get to that same level in countdown terms. We also anticipate the recovery from that downturn to evolve over a more protractor period.

From the chart you can see recovery and fares is a function of the end of these stocking as we transition to recoupling our aftermarket growth to be in line with flying hours. R&O which accounts for about 2/3 of the aftermarket tracks more close to the global flying hours, and although it’s been down, it didn’t decline to the extent that fares declined. We are also announcing R&O recoupling with flight hours on a combined basis, and on combined basis, we expect the fourth quarter air traffic, aftermarket revenues to be up approximately 2X growth in flight hours, and then to re-coupling in 2011.

If you look flight hours on the bottom left of the same slide, slide number 8, you can see the recent history of global flight hours along with the forecast for 011. What’s interesting of course is following the downturn in 09, we’re already seeing the absolute level of flight hours above the prior peak of 2008. Partly it’s a function of robust delivery schedules as well as the increase utilization of the existing fleet. We now anticipate a 5% in 2010 over 2009, and we’re looking forward to 2011. We’re estimating about 4 to 6% increase next year.

So as you can see from the chart, new aircraft deliveries, coupled with additional fleet utilization will be partially offset by continued retirements of older aircraft. So this sets the stage for initial planning for Aero as we look forward to 2011. We’re expecting the inventory, the flight hour ratio to stabilize in 2011, so aftermarket growth will be more consistent with historic levels.

Let’s now look at slide number 9, talk about ACS for the quarter. Revenues for ACS were at 9%, 8% organic. We had growth in both product and solution businesses in the quarter. Segment margin was up 10 basis points to 13.6%, again demonstrating favorable product performance and strong commercial excellence in addition to continued cost control, and the benefits from prior period repositioning. These benefits, as with the other businesses, were impacted by the headwinds in the absence of prior year labor cost actions that were not repeated, as well as the diluted impact as we referenced earlier in the quarter of M&A.

In our products businesses for ACS were up 10% in the quarter, 9% organic, reflecting top tier performances in the respective market. The businesses linked to the industrial production cycle, saw both orders and sales growth, deported by increases in manufacturing production, as well as the favorable impact of increased safety regulations.

China and India led growth in Asia-Pac; China up 26%, India up 49% respectfully. And despite continued weakness in commercial construction in market, we’re actually seeing that segment of the ACS business hold up well with moderate growth driven by the uptake of new products across the businesses as well as customer expansion.

The solution businesses for ACS were up 7% in the quarter, driven by strong growth in building solution, energy efficiency and demand response. Process solutions reflected modest organic growth in the quarter with this year’s strong order rate, their backlog, that is the process solution backlog, is up 20% year-over-year.

Now ACS segment profit up 9%, again, reflected strong operating leverage despite absorbing this year’s labor cost headwind, and the acquisition dilution. Another great result by the ACS team, continues to execute on commercial excellence, including a robust new product pipeline, international expansion, and the addition of course of attractive acquisitions.

On the subject of attractive acquisition, I would like to just give you a quick update on Sperian on slide number 10. We’re obviously excited by the significant growth and the significant synergy potential combining Sperian with the company’s LifeSafety Nor Cross business to create the clear number one in the personal protection equipment industry. We’re further building upon ACS’s robust integration process, and proven M&A track record, and early indication from the integration team, reinforced the attractiveness of this acquisition.

Now if you look at Sperian’s mid-year performance and the outlook for 2010, which is slightly ahead of the original modeling assumptions, the headline purchase price is now about 10.8 times the estimated 2010 EBITDA. For planning purposes, we think the multiple looks more like six times, when you include our initial estimates of run-rate synergies. When you look at the track record of ACS and Honeywell, the kind of synergies we’re talking about, this is what we’ve been able to achieve in a number of prior transactions and we are very confident that we can deliver at this level.

We anticipate the transaction to be accrued at 11, and with further demonstrate Honeywell’s discipline and robust acquisition track record. So on a net purchases basis, we’re paying what looks like mid-single digits EBITDA for a very attractive growing business and a nice addition to the Honeywell portfolio.

With that background, let’s turn to slide 11 on transportation systems. Overall TS sales were up an impressive 19%, ahead of expectation. Segment margins increased 460 basis points, to 11.7% and as you can see, the negative impact of foreign currency, about 5% points was more than offset by the strong volume in the quarter.

Turbo was up about 25% the third quarter, reflecting favorable macro trends with higher sales to both commercial and light-vehicle manufacturers. We saw another quarter of strong diesel penetration effect, diesel penetration was up 10 points year over year, and the benefit of Turbo’s robust new platform launches.

The summer shut down in Europe, as I mentioned earlier, had a less dramatic effect than the anticipated, and allowed for increased EU light-vehicle volume. Now while European production rates continue to be stronger than expected, due to higher exports and some inventory restocking, we’ll continue to closely monitor the decline in light-vehicle sales in that region. That said, we anticipate fourth quarter Turbo volume to outpace production rates with higher diesel penetration, and continued traction on new launches.

In the consumer product business, sales were up 3% with growth in a number of our automated brands, including Fram and Autolite. Overall, for transportation systems, [inaudible] profit was up 60 million or 97% in the quarter, primarily due to Turbo’s volume cost productivity also the benefits from prior period restructuring. And again, partially offset by material inflation in the absence of last year’s large labor cost actions that we mentioned earlier.

Let’s look now to slide number 12, finish off the business segment highlights by focusing on special materials which also had a terrific quarter with sales up 16%, segment profit up 25%, taking their margins to 16.5%.

Now sales that UOP were up 4% with growth in project revenues more than offsetting lower catalog sales due to product mix and timing. Overall, UOP is seeing market stabilize and a growing pipeline of growing energy projects with healthy order rates, and a book-to-bill now greater than 1. As always, there will be variability quarter-to-quarter, in catalog shipments for UOP, and of course the mix of licensing revenue which is difficult to project.

Beginning this quarter we will also reflect the Resident Chemical Business, chlorine, and especially product as advancement materials. Those businesses on a combined basis were up 22%. Revenues across the group were up strong double digits in the quarter; resident chemicals were up 28% on robust Asia sales, and tight industry of supply dynamics. Chlorine revenues were up 18% driven by commercial excellence, continue strong demands for refrigerants and industrial applications. Specialty products once again had an impressive quarter of 22% with above-market growth led by the penetration of new introductions and specialty additives, advanced fibers, as well as industrial products.

As you can see segment profits for specialty material, up 25% to 194 million in the quarter. Margins were up 130 basis points on [inaudible] to 16.5% on higher sales, including new products, strong commercial, and flight performance to continue cost discipline. Again, gains were partially offset by material inflation and the absence of last year’s labor cost actions. Overall again, another great quarter for special materials.

So given that preview, or that review rather, of the business segments and the quarterly performance, let’s now take a preview of Slide 13 for what we’re looking for in terms of the fourth quarter.

We’re planning for total sales for Honeywell, as you can see in the take away, to be about 8.8 billion, that’s up 9% from the prior year, reflecting continued good organic growth, and we’re anticipating a EPS of approximately $0.78. We anticipate Aero sales to be about 2.8 billion, up about 5% on a year-over-year basis, up 3% sequentially, reflecting again the uptick in the commercial aftermarket activity that we referenced, some rebound in business aviation OE, and a seasonally stronger fourth quarter in the defense and space business.

ACS we’re expecting revenues of about 3.8 billion extending the positive momentum from the first three quarters with continued organic growth across the ACS portfolio. Again, the execution of energy efficiency projects and the favorable benefit of Sperian and the Macrocon acquisition will also contribute to the fourth quarter for ACS.

Transportation system’s we estimate sales about 1 billion and again, while the European light-vehicle production is continued strong, we’re expecting growth rates to be down year-over-year as we transition to our realignment to light-vehicle sales in the region.

Lower production rates will be more than offset by higher diesel penetration, and we’re expecting to end the year at diesel penetration in the year at about 58% in Europe, and of course we’ll also have the benefit in Honeywell of all of our successful new launches.

At special materials, we anticipate about 1.2 billion in sales in the quarter with growth driven by healthy end markets and advanced materials robust growth out of Asia and resident chemicals, and commercialization products, practically offset by seasonally weaker quarter in chlorines.

We’re also inspecting improved growth in UOP driven by projects growth which is a mix of higher equipment as well as licensing revenues.

And finally, although not reflecting our page, our fourth quarter guidance reflects the continuation of tougher again year-over-year comps to the impact of labor cost actions that we took last year. Again, as a reminder, we’re absorbing this year, in total, 2010 in total, about $600 million of labor headwinds in 2010 compared to 2009. And about 2/3 of that $600 million is weighted to the second half of the year. So the fourth quarter will also be influenced by that.

So in summary, we now expect sales for 2010 of about 33 billion, earnings per share of $2.52, and as Dave mentioned, we’re increasing our cash flow guidance. Previously we’re at 3.1 to 3.3. We’re increasing that to 3.5 billion which is the function of higher cash earnings, terrific working capital performance, and the benefit of increase customer advances. And importantly, this revise guidance also includes the planned $600 million cash pension contribution for fourth quarter that was not previously contemplated in our guidance.

With that, let’s turn now to the discussion of 2011, the preliminary planning framework, just to continue update you on our thinking for 2011. Obviously, given the continued uncertainty in the macro environment we’ll continue to take a relative conservative approach in our planning. We’re still in the early stages, we believe, however, we’re well positioned for good growth next year given the improvement we are seeing in our major end markets, and the strength of our execution. And I think both of those are clearly evident that on third quarter results, and our fourth quarter outlook.

While growth in our short-cycle businesses such as Turbo and General Industrial Product is expected to moderate, the strong order’s trend in the long-cycle businesses will be reflected in higher sales growth in 2011. And again, while it’s still early, I think it’s reasonable to anticipate approximately 5% plus recorded topline sales growth for Honeywell in 2011 over the expected 2010 sales of 33 billion.

Currency of course, foreign exchange will obviously be an influence here and would impact the year-over-year [inaudible]. We also have a path we believe to double-digit segment profit growth in 2011. We anticipate some favorable mix driven by better commercial aftermarket for a weak sales growth in Aero, and also continued improvement in Turbo, both of which are high-margin contributors for Honeywell.

We expect our robust pipeline of new product and technology to continue to drive incremental organic growth as well as margin expansion. The Honeywell operating system that Dave referenced earlier, and momentum that we are clearly demonstrating there, will generate incremental productivity gains next year, the accelerated site deployments driving lower overall plant conversions cost.

In addition, we expect year-over-year repositioning benefits from the actions that we’ve been able to fund across the organization. And importantly, $135 million in year-to-date funding to generate approximately 150 million in incremental operating income benefits in 2011.

Turning to pension, with our current accounting, the expense is going to be a significant headwind for 2011 with interest rates declining approximately 100 basis points from where we ended last year. So if we froze the discount rates at current levels, it would be about 4.75%, hard to believe. And if we had assumed currently assumed, planned returns would be in line with our year-to-date performance of low double digits, about 11%. We would expect a pension expense headwind of approximately 350 to $400 million in 2011 compared to 2010 estimated pension expense of approximately 800 million.

Now if assume interest rates stay relatively flat in 2012, and we finished the year at let’s say around 5% in terms of discount rate, you will see approximately 300 million tailwind in pension expense beginning in 2012.

A couple of points further on pension about funding, first for 2010 as we’ve said, voluntary contributions to the U.S. pension plans, we now anticipate totalling about $1 billion, 400 million in stock, and a planned 600 million cash contribution in the fourth quarter.

For 2011, as we look at the latest estimates of the funded status of the plan and prevailing low discount rates, we’re evaluating the merits of additional voluntary funding in 2011 and it’s reasonable to assume that we will make additional cash contributions to the U.S. pension plan in 2011.

Now other than pension, we expect all other below-the-line expenses to be slightly below 2010 levels. I’m going to take a minute now just to refresh on our 2010 assumptions, repositioning on other cost including asbestus and environmental are estimated at approximately 570 million in 2010. However, that includes the funding of 100 million of repositioning offset by one-time gain this year.

We expect continued excellent cash generation in 2011, converting cash at greater than 100%. Our priority for capital allocation in the near-term remain further business investments with the pension pre-funding that we talked about and our continued focus on growth and balance sheet flexibility. And of course, will be continued to be very focused as well as very disciplined on the M&A front.

While some things are too early to call, our preliminary framework for 2011 we think looks quite positive on the operational side, we look forward to sharing with you the details in our guidance call scheduled for December 15. And as always, we plan to take it through all our major assumptions and build up the numbers business by business at that time.

So before turning it back to Elena and for Q&A, let me just a couple of points of summary on slide number 15. Obviously we had a terrific quarter, reflecting continued momentum across the portfolio. We saw positive upward trend in revenues and segment profitability, but importantly, sustaining continued upward trends in orders in and across all of our segments with the biggest improvements in transportation systems, special materials, and ACS. The company demonstrated strong growth, operating leverage and obviously generated a lot of cash.

2010 is shaping up nicely with good organic growth across all the segments. We are encouraged by the rate of improvement and the uptick in commercial Aerospace aftermarket orders, reflecting fares orders above utilization rates. General industrial recovery, our emerging market positioning continue to be bright spots, fueling strong double-digit growth.

Turbo will benefit from their strong industry position and new launches; however growth will be the slower pace, obviously going forward, given the projected decline in OEM production schedules. In reflecting this performance we’ve raised our sales, earnings, and cash flow outlook for the year. And we remain cautious in our initial planning for 2011 in light of continued mixed economic signals, but we anticipate this strength overall of 2010 to maintain in 2011.

We’ve highlighted through today’s reviews the results from our seed planting initiatives, we continue to invest in new products and services. Our global footprint and the key process initiatives which are significantly paying off for the company. We’re seeing the results show up in orders and sales, new product wins and share gains, and the continued evolution of our technology portfolio. As a result, we expect good organic growth, double digit operating earnings growth in ‘11, and we look forward to providing you the details and color by segment in December.

So with that, Elena, I’ll turn it back over to you for Q&A.

Elena Doom

Thanks, Lori, if you could open up the calls for our first question?

Question-and-Answer Session

Operator

Thank you. (Operator Instructions)

We’ll take our first question today from Jeff Sprague with Vertical Research Partners.

Jeff Sprague – Vertical Research Partners

Thank you, good morning, everyone. I wonder if you could provide a little bit more elaboration on just how you see the fares dynamic playing through this normalization process. In other words, it sounds like your 11 forecast for flight hours is about 5%, and it sounds like you expect the fares to be around that number, but do we have a period above trend, before we come down to normalize? Any inside on how the orders are playing out there?

Dave Cote

Well, it’s tough to predict, as you know, I’m a believer that if at some point spheres will out distant flight hours, just because they were so far below flight hours over a period of time, and you can only destock for so long. The difficulty is it’s a really amorphous blob when you look at trying to understand airline inventory, and it’s tough to predict exactly when that will happen. My belief is that it happened sometime in 2011 and we see a stacked-out distance, we’ve seen some evidence that add in this fourth quarter already, but not as robust as I think as it could be. Difficulty is, predicting when does that happen.

Jeff Sprague – Vertical Research Partners

Do you have the current numbers on a book-to-bill basis or something like that, that sheds a little light?

Dave Cote

Well I think what we could say, it’s a pretty fast turning business Jeff, as you probably know. So we really don’t look at a book development. If you look at the fares revenues, and I think I mentioned this, ETRs fares revenue were up 13% in the quarter of 5% sequentially. If you look at the BGAs fares, those were up 37% in the quarter, up 6% sequentially. Now for ATR what we expect in the fourth quarter is continuation of that strengthening, in fact, we expect even stronger performance on the ATR side of the business in the fourth quarter. So the other positive thing as we talked about is that RNO is now increasing, is now growing. And given that that’s 2/3 of our ATR aftermarket, that’s very significant. And we would expect again in the fourth quarter the total ATR aftermarket to grow at double the rate of flight hour growth. Now we expect recoupling to begin, we could see some continued favorability that is fares and RNO combined, outpacing flight hours during the early part of 011. But we expect overall, for 011 a recoupling that is if you will, a linear relationship more like the historic relationship between revenue growth in our aftermarket, commercial aftermarket, and global flying hours.

Jeff Sprague – Vertical Research Partners

Separately, and unrelated, just on Sperian, what’s the outlook for Q4, are we neutral or do we have some more dilution in Q4.

Dave Cote

We anticipate slight dilution in Q4, about a penny.

Jeff Sprague – Vertical Research Partners

Great, thanks a lot guys.

Dave Cote

Your welcome.

Operator

Our next question today is from Steve Winoker with Sanford Bernstein.

Steve Winoker – Stanford Bernstein

Good morning.

Dave Anderson

Hey Steve, I just want to know, are you ready to eat that headline that you wrote a while back?

Steve Winoker – Stanford Bernstein

Dave, if you really recall that headline, it said depended upon cost synergies, right? Being realized. So I am looking forward to hearing the cost synergies reported, and if you achieved what you promised then I by all means, will be happy to say it was a good deal, okay?

Dave Anderson

Sorry, Steve, I couldn’t resist.

Steve Winoker – Stanford Bernstein

It’s okay, although once again, I wasn’t ready for it. Let me – I’m tempted to ask a harder question but let me just stick with the first ones, around ACS margins again, okay, and the sustainability and how you’re achieving those margins going forward and why we can have confidence that this is not a short-term phenomenon around the same pricing pressures, material, and waves inflation, and those sorts of things.

Dave Anderson

Absolutely, it’s sustainable. This is – what you’re starting to see is the result of years of effort, it’s not something that you do overnight, and it goes back to having great positions in good industries, making sure that we’re doing a good job on understanding commercially what’s going on. The new products, the new services that we’re introducing, the focus that we’ve had on organization efficacy, the OEF that we’ve talked about before, the indirect management, it’s all those things. You start working on them, you don’t see the results right away, but once you get the trend going, if you will, get the [inaudible] moving in a different direction, it’s really pretty darn good.

Dave Cote

I think the other thing, Dave, maybe just to add to that is that two things, I think in the quarter that Steve, hopefully also gives support to Dave’s comment. One as I mentioned as I went through the material is the impact obviously, the Sperian acquisition, and we’re always going to be doing acquisitions etc., but the fact of the matter this was fairly significant in terms of its diluted impact. If you adjust for M&A, just take that out of the equation, look at the operating performance, ACS was up 40 basis points in margin in the quarter. Despite the fact that it absorbed an important portion of that $200 million of labor cost headwind on a year-over-year basis, so operating performance was very good. It masked the fact that ACS in the quarter had very good productivity, and all the things, all the attributes, if you did the walk in terms of their margin rates, all the things that you would want to go right, did go right for ACS in the quarter.

So it really is those two factors that influenced it. And to Dave’s point, the underlining fundamentals are just getting stronger. The commercial excellence elements of ACS, the success rate of new products, what we’re doing importantly in terms of the rate of growth that they’re experiencing, in both the tradition or traditional market Steve, as well as in emerging markets. All of that support margin expansion for ACS over time.

Steve Winoker – Stanford Bernstein

And are there any labor, additional labor headwinds into 2011 particularly in ACS or are we finished after…

Dave Cote

No, we’ll be done as of this year.

Steve Winoker – Stanford Bernstein

Okay, and then on the – can you just expand a little bit on pricing experience in ACS at least? What are you seeing, are you seeing pressure at all coming to [inaudible] are you anticipating it?

Dave Cote

It’s good.

Steve Winoker – Stanford Bernstein

It’s positive you’re saying, face value? All right, let me hand it off, thanks.

Operator

Moving on, our next question today is from Scott Davis with Morgan Stanley.

Scott Davis – Morgan Stanley

Good morning guys. I – probably one of the only businesses that you have in your entire portfolio that is kind of secularly challenged is defense, and I guess my question is, how do you prepare for this. You know you’re walking into defense budgets likely the next, I’d say, 5 years that are relatively kind of flattish, or slightly up, can you right size, is there a way to kind of right size or restructure this business appropriately where you can still grow operating profit in a flattish environment? Or is this just something we just have to kind of get past?

Dave Anderson

I think flattish could be a very good outcome, and we’re going to plan for it to be worse than that. I think that’s a smart thing to do, and yes you can restructure. You can also make sure that you built your capability in places that are going to do well, and I think over time we will continue to see BGA bounce back, our business jets bounce back, and on the large commercial that will bounce back. But I think the smart thing to do when you think about defense, is to assume that it’s going to – flat would be good. And that’s the way we’re going to think about it.

Scott Davis – Morgan Stanley

Okay, so you can right size for that type of demand, is that what you’re saying?

Dave Anderson

Sure.

Scott Davis – Morgan Stanley

Okay, got it. I know Dave, you talked about seed planting for a lot of years, and I think it’s fairly evident that the – from last cycle to this cycle, that there’s a fairly substantial difference in the Honeywell product line, but how do you kind of benchmark yourself versus peers and get a better sense, or at least provide a better sense to us on whether you’re outgrowing your markets? And I know you’re in lots of different markets, so just – how do you think about that?

Dave Anderson

Well, we look at that with every one of our businesses, and as I think I’ve said before, I don’t get to cranked up over market share, because I’m always concerned that you do well in market share by defining the denominator, and that causes people to not be as thoughtful as they could be. And what we tend to do is look at the overall versus kind of the industry generally, and I think when you take a look at our revenue growth for example, this quarter versus peers, I think you’d have to say we’ve done pretty darn well and it’s a good reflection that what we’re doing is working. And what we want to do is just make sure we’re growing sales faster than everybody else. Now there are some who still are a little bit better, but overall, I think we’re doing pretty well there.

Scott Davis – Morgan Stanley

Okay, thank you, I’ll pass it on.

Operator

Moving on, we’ll go next to Bob Cornell with Barclay’s Capital.

Bob Cornell – Barclay’s Capital

Yeah, thanks. You know, [inaudible] doesn’t get the focus that it sometimes should. We went in to the meeting, you guys had out there, and I came away thinking that the growth could be better than your long-term guidance, certainly the margin in this quarter are suggested of higher margins, and maybe your longer term guide suggested that. You know, could you give us maybe a update on the perspective there, special materials in terms of growth and potential profitability?

Dave Anderson

The prospects for growth in that business are huge. And going back to where we were 7 or 8 years ago, Bob, I’m sure you remember we kept saying it’s a buy [inaudible] portfolio and we needed to extract ourselves from a bunch of places, actually about 40%, and build on the remainder. We’ve done that, and I’m excited about the prospects in that business both for sales growth and margin growth, and I’d say Andres and his team are doing a very nice job of focusing that business on all the places they can grow. So I’m not going to put any numbers on it, like I never do, but I like it.

Bob Cornell – Barclay’s Capital

Yeah, I agree, it should get more focus. A couple of other questions, I didn’t hear – I had to jump off to get on another call, but no one asked why the pension injection in the fourth quarter didn’t diminish the pension headwind in 11, and what’s the answer to that?

Dave Anderson

Well, we’ve included that, Bob, in our assumption, that’s included.

Bob Cornell – Barclay’s Capital

Yeah, I understand, okay, but …

Dave Anderson

What’s really a – as I said, 100 basis points reduction of the discount rate. You know, that phenomenon is really close to the spike in the expense.

Bob Cornell – Barclay’s Capital

Final question from me, you talk about the launch cost and the business [inaudible] area, you didn’t reference launch cost in some of the big commercial OE, I mean dreamliner ship is just starting, and one of your competitors talking about launch cost on engines, I mean, I didn’t hear any comments on launch cost on commercial OE ramp, dreamliner, etc.

Dave Anderson

Correct, we’re past all of that.

Bob Cornell – Barclay’s Capital

Okay, thanks, good answers, thank you very much.

Operator

Well go to to Merrill Lynch and John Inch

John Inch – Merrill Lynch

Thanks. Good morning. This is quite the softball quarter.

Dave Anderson

Thank you. We like those.

John Inch – Merrill Lynch

Yeah. I’m sure you do. So Dave Anderson, just – I want to just be clear, there headwinds that you’re describing from labor costs, is this that you saved the 600 million last year, or spent to downsize and you’re not – can you just maybe explain a little bit more granularly what this actually is?

Dave Anderson

Sure. What we did last year, John, is for it to hold in the normal way you call merit or salary increases, pay increases last year in light of the recession. We cut back significantly on incentive compensation and we had a number of work-schedule reductions/furloughs. So in combination, the total, if you will, policy-related labor cost actions that we took in light of the 15% revenue decline that we experienced last year that totaled that $600 million when you compare the non-repeat of those actions; for example, work-schedule reductions or furloughs not happening we’re not having the same degree this year. The reinstatement of merit or salary increases towards the later part of this is, as well as accruing now at more normal rates, historic levels or near-historic levels in terms of incentive compensation, the combination of those three represent headwinds to the financial statement.

John Inch – Merrill Lynch

Okay, and I’m assuming that number, meaning that you probably were still paying for some downsizing last year, is that correct?

Dave Anderson

Yes. Okay, so remember when we went through our cost actions, over $900 million of cost actions we had a significant portion that were structural that were costed out that don’t come back. You know, what we’re doing is working, obviously this your and you’re seeing it in our results, is we’re offsetting or mitigating the year-over-year impact of the – this labor-cost actions last year with additional productivity.

So you know, all things that we’re doing, continue to do to drive cost performance and productivity to the company are paying off and you’re seeing that in the margin expansion of the company. But the margin expansion is – it will, on a full-year-basis, will be muted, particularly in the second half will be muted by those labor-cost actions.

Therefore, in 2011, we won’t that same kind of incumbrance, if you will.

John Inch – Merrill Lynch

Well, that’s what I was going to ask you. As we head into ’11, given kind of your preliminary walk, there is not comp headwinds or tailwinds per se, presuming that it sounds like kind of the blend of these puts and takes from the top line that kind of gets you to sort of a mid-single digit overall type of growth rate next year. Is that the way to think about it?

Dave Anderson

Yes.

John Inch – Merrill Lynch

Okay, And then on the – in the restructuring benefit, the 150, I guess about $0.15, is that based on actions completed kind of year to date, or does that include sort of some anticipated actions in the fourth quarter or still does not include? And then kind of what are your thoughts about being somewhat opportunistic with respect to, you know, where do we stand vis-a-vi kind of risk structuring opportunities next year? And I’m sort of not really talking about continuous risk structuring, but are there still things you could be doing? Or do we just sort of plug in the $0.15? How should we think about it?

Dave Anderson

Well, there’s two questions there John. Number one, the $150 million operating income [inaudible] for 2011 relative to 2010 is driven by restructuring actions we’ve taken to date.

John Inch – Merrill Lynch

Okay.

Dave Anderson

In 2010. So that’s – that’s a very good news story. The other really good news story is that $72 million restructuring that we took in the third quarter, 54, other than Sperian, plus 18 for Sperian, that restructuring has really paid for, not in total, but if nearly entirely paid for by a $62 million gain that we had on the JB consolidation that I referenced.

So we’re smartly using gains to fund obviously cost structure and improve upgrade performance going forward.

Relative to what you anticipate for next year, we would use the same sort of planning assumption or guidance for next years – for this year, which is about $50 million. In other words, sort of a nominal amount in terms of – thinking – in terms of thinking about repositioning with additional repositioning coming about as a result of smart deployment of gains.

Dave Cote

And John, you’ve heard me say this before, but I always think there’s opportunity for restructuring, and if there isn’t, it probably means you stop thinking because nobody ever has perfect plans, perfect organizations, perfect processes. And we’re going to continue to look for opportunities when we have gains of deploying them smartly. But that part’s not going to change, and I still think there’s a lot more opportunity in the company.

John Inch – Merrill Lynch

Yeah, and just lastly, Dave and Dave, are you actually in process of looking to hire back anyone; specifically I was thinking in the non-emerging market aspects of you businesses given sort of the trajectory of some of the trends that we’re seeing towards sort of some slow improvement?

Dave Cote

Yeah, actually we have started hiring.

John Inch – Merrill Lynch

Can you be a little more specific? Like where – where for instance?

Dave Cote

The ACS businesses in particular.

John Inch – Merrill Lynch

Okay. Thank you.

Dave Cote

You’re welcome.

Operator

We’ll take our next question today from Shannon O’Callaghan with Nomura.

Shannon O-Callaghan – Nomura

Then on the restructuring benefit, the 150, I guess about $0.15 is that based on actions completed, kind of year-to-date or does that include sort of some anticipated actions in the fourth quarter, or still, or does not include. And then what are your thoughts about being somewhat opportunistic with respect to – you know, where do we stand with the, kind of restructuring opportunities next year. I sort of not really talking about continuous restructuring, but are there still things you could be doing? Or should we just sort of plug in the $0.15? I mean, how should we think it?

Dave Anderson

I’ve got two questions. Number one, $150 million of operating income benefit that have been cited for 2011 relative to 2010, is driven by the restructuring actions, we’ve taken to date in 2010. So that’s a very good news story, the other really good news story, if I could just add a sub point, is that $72 million restructuring that we took in the third quarter, 54 other than Sperian plus 18 for Sperian, that restructuring is really paid for, not in total, but it’s nearly entirely paid for by the $62 million gain that we had on the [inaudible] consolidation that I referenced.

So we’re smartly using gains to fund, to improve obviously cost structure and improved uplink performance going forward.

Relative to what you had anticipate for next year, we would use the same sort of planning and [inaudible] guidance for next year as we did for this year which is about $50 million. In other words, sort of a phenomenal amount in terms of think about, in terms of repositioning, with additional repositioning coming about as a result of smart deployment of gains most likely.

Shannon O-Callaghan – Nomura

Just a – you’ve heard me say this before, but I always think there’s opportunity for restructuring. If there isn’t it probably means you stop thinking because nobody ever has perfect plans, perfect organizations, perfect processes, and we’re going to continue to look for opportunities when we have gains of

Operator

Well go to to Merrill Lynch and John Inch

John Inch – Merrill Lynch

Thanks. Good morning. This is quite the softball quarter.

Dave Anderson

Thank you. We like those.

John Inch – Merrill Lynch

Yeah. I’m sure you do. So Dave Anderson, just – I want to just be clear, there headwinds that you’re describing from labor costs, is this that you saved the 600 million last year, or spent to downsize and you’re not – can you just maybe explain a little bit more granularly what this actually is?

Dave Anderson

Sure. What we did last year, John, is for it to hold in the normal way you call merit or salary increases, pay increases last year in light of the recession. We cut back significantly on incentive compensation and we had a number of work-schedule reductions/furloughs. So in combination, the total, if you will, policy-related labor cost actions that we took in light of the 15% revenue decline that we experienced last year that totaled that $600 million when you compare the non-repeat of those actions; for example, work-schedule reductions or furloughs not happening we’re not having the same degree this year. The reinstatement of merit or salary increases towards the later part of this is, as well as accruing now at more normal rates, historic levels or near-historic levels in terms of incentive compensation, the combination of those three represent headwinds to the financial statement.

John Inch – Merrill Lynch

Okay, and I’m assuming that number, meaning that you probably were still paying for some downsizing last year, is that correct?

Dave Anderson

Yes. Okay, so remember when we went through our cost actions, over $900 million of cost actions we had a significant portion that were structural that were costed out that don’t come back. You know, what we’re doing is working, obviously this your and you’re seeing it in our results, is we’re offsetting or mitigating the year-over-year impact of the – this labor-cost actions last year with additional productivity.

So you know, all things that we’re doing, continue to do to drive cost performance and productivity to the company are paying off and you’re seeing that in the margin expansion of the company. But the margin expansion is – it will, on a full-year-basis, will be muted, particularly in the second half will be muted by those labor-cost actions.

Therefore, in 2011, we won’t that same kind of incumbrance, if you will.

John Inch – Merrill Lynch

Well, that’s what I was going to ask you. As we head into ’11, given kind of your preliminary walk, there is not comp headwinds or tailwinds per se, presuming that it sounds like kind of the blend of these puts and takes from the top line that kind of gets you to sort of a mid-single digit overall type of growth rate next year. Is that the way to think about it?

Dave Anderson

Yes.

John Inch – Merrill Lynch

Okay, And then on the – in the restructuring benefit, the 150, I guess about $0.15, is that based on actions completed kind of year to date, or does that include sort of some anticipated actions in the fourth quarter or still does not include? And then kind of what are your thoughts about being somewhat opportunistic with respect to, you know, where do we stand vis-a-vi kind of risk structuring opportunities next year? And I’m sort of not really talking about continuous risk structuring, but are there still things you could be doing? Or do we just sort of plug in the $0.15? How should we think about it?

Dave Anderson

Well, there’s two questions there John. Number one, the $150 million operating income [inaudible] for 2011 relative to 2010 is driven by restructuring actions we’ve taken to date.

John Inch – Merrill Lynch

Okay.

Dave Anderson

In 2010. So that’s – that’s a very good news story. The other really good news story is that $72 million restructuring that we took in the third quarter, 54, other than Sperian, plus 18 for Sperian, that restructuring has really paid for, not in total, but if nearly entirely paid for by a $62 million gain that we had on the JB consolidation that I referenced.

So we’re smartly using gains to fund obviously cost structure and improve upgrade performance going forward.

Relative to what you anticipate for next year, we would use the same sort of planning assumption or guidance for next years – for this year, which is about $50 million. In other words, sort of a nominal amount in terms of – thinking – in terms of thinking about repositioning with additional repositioning coming about as a result of smart deployment of gains.

Dave Cote

And John, you’ve heard me say this before, but I always think there’s opportunity for restructuring, and if there isn’t, it probably means you stop thinking because nobody ever has perfect plans, perfect organizations, perfect processes. And we’re going to continue to look for opportunities when we have gains of deploying them smartly. But that part’s not going to change, and I still think there’s a lot more opportunity in the company.

John Inch – Merrill Lynch

Yeah, and just lastly, Dave and Dave, are you actually in process of looking to hire back anyone; specifically I was thinking in the non-emerging market aspects of you businesses given sort of the trajectory of some of the trends that we’re seeing towards sort of some slow improvement?

Dave Cote

Yeah, actually we have started hiring.

John Inch – Merrill Lynch

Can you be a little more specific? Like where – where for instance?

Dave Cote

The ACS businesses in particular.

John Inch – Merrill Lynch

Okay. Thank you.

Dave Cote

You’re welcome.

Operator

We’ll take our next question today from Steve [inaudible] with JP Morgan.

Steve [Inaudible] – JP Morgan

Hey, good morning, On the incremental margin, you know, you guys have done a pretty good job this year on incremental, and the fourth quarter incremental looks relatively light on the kind of sales increase you’re seeing, can you just maybe remind us of the dynamics that are going on there? I don’t know if it’s – actually, I ‘m looking at segment income so it’s not below the liners, maybe if you could, just say which segments will be above the average increase year-over-year and below? Is there a particular segment that kind of drops off here in the fourth quarter from a margin perspective?

Dave Anderson

Well, you know, the key thing you’ve got here is a couple of things going on. Number one, we talked we’ve got the labor cost headwinds so we look at the absolute numbers, you’ve got that. So we look at year-over-year, I’ll say close to that number Steve. The other thing you’ve got is, we’ve got anticipated higher launch contributions for Aerospace in the fourth quarter, we’ve got kind of our biggest [inaudible] coming up in terms of launch. So we’ll still see, when we kill the numbers back and look at the underlining operational performance, you’ll still see very nice growth on a year-over-year basis.

Steve [Inaudible] – JP Morgan

Okay, and then, I’m not sure if this was a question that was asked before by Shannon, but were you talking about – in your 10-K you guys talked about kind of your outlook for the next several years of required pension contributions? Where will that stand at the end of the year? Will that be any different? I think at one point I think it was anywhere from 600 million to a $1 billion a year for the next couple of years. Any update there?

Dave Anderson

We’ll update that for you in December. The contributions that we’re looking at are obviously going to be influenced by the level of contribution that we make here in the fourth quarter as well as what we do in 2011. And we’re still working through that Steve, so we’ll give you an update on that – and we can do that on the multi-year basis. Kind of a range estimate as we’ve done in the past when we give December guidance.

Steve [Inaudible] – JP Morgan

Okay, thanks.

Operator

Moving on, we’ll go next to Nigel Cole with Deutsche Bank.

Nigel Cole – Deutsche Bank

Thanks, good morning. Just a few, follow ups I guess. Picking up on the employee [inaudible] for next year, the one thing that you guys didn’t do, you know, I guess destroy your industrial base. You had common [inaudible] and you did with significantly less than other companies in the space, so kind the revenue growth, what sort of employee growth do you expect to achieve there?

Dave Anderson

It will be less than that, and that’s consistent with the OEF focus we’ve had. Because when you look at OEF, it comprises a number of things. It’s not just the number of people, it’s also where are you adding those people, what kind of revenue are you generating with them, what the comp is, what the benefits are, there’s a lot that goes into it. The more I think, holistic look at how are you managing that, at the same time, having the best people motivated and organized the right way. So we – yes, I would say in general, I would expect we’ll be adding because the demand is there. The demand for that product and services. But we’ll be adding at a lower rate than we had revenue.

Nigel Cole – Deutsche Bank

Okay, and just finally, on the [inaudible] mix for Aerospace, you mentioned some puts and takes, you know, [inaudible] etc. but as – I want to think into the [inaudible] on the [inaudible] mixes because it sounds like RNO is going to be a big swing from [inaudible]. I’m just wondering if you could maybe just put maybe quote how the margin mix for RNO and Spares compare to the overall segment average?

Dave Anderson

You know the aftermarket is a very important and profitable piece of the business, Nigel. You know that we don’t comment on specific margin rates in terms of sub-segments or products within Aerospace but it’s very, very important. And a key driver for our outlook, we’re encouraged as we said but the fact that the announcing double digit growth on the ATR fares, in addition to strong double digit on business aviation fares, and the RNO piece of the business is now starting to grow, although modestly. But that will pick up and then again, together we expect those to recouple with global flying hours. That – you can kind of model that in terms of your assumptions, as you want to pick it, but for the fourth quarter we’re looking at kind of high team kind of numbers in terms of overall after market for the business.

Nigel Cole – Deutsche Bank

Okay, so just to clarify, RNO is [inaudible] to the margins

Dave Anderson

Sure.

Nigel Cole – Deutsche Bank

I just wanted to finish up by saying CPG up 3% this quarter, you guys got a lot of stick with CPG and that’s good performance and good performance because the [inaudible] were less than that, so [inaudible]./

Operator

I think you would like us to end the call, and I’d like to turn it back over to Dave Cote for his closing remarks.

Dave Cote

Thanks Elena, well we continue to outperform, it’s for the same reasons we keep driving those key themes having great positions and good industries, one Honeywell and our five initiatives. Free cash flow has been just terrific and I think it’s a real reflection of our earnings quality, and as you know, our cash performance has been an impressive for a long time now because as we focus on it. We’re excited about out prospects in the future and next year, even in a slow growth economy. We’re going to keep doing what we have been doing, and that’s relentlessly executing our consistent strategy, day by day, week by week over the years. And it’s amazing where you can get to by just consistently executing smart strategies. It’s our intent with our performance to make all of you look brilliant in owning Honeywell, thanks.

Operator

Once again, that does conclude today’s conference. I’d like to thank everyone for your participation.

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