Bond Honeywell Global 1.4% ( US438516BJ49 ) in USD

Issuer Honeywell Global
Market price 100 %  ⇌ 
Country  United States
ISIN code  US438516BJ49 ( in USD )
Interest rate 1.4% per year ( payment 2 times a year)
Maturity 30/10/2019 - Bond has expired



Prospectus brochure of the bond Honeywell International US438516BJ49 in USD 1.4%, expired


Minimal amount 2 000 USD
Total amount 1 250 000 000 USD
Cusip 438516BJ4
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Honeywell International is a diversified technology and manufacturing company that produces aerospace products and services, building technologies, performance materials and technologies, and safety and productivity solutions.

The Bond issued by Honeywell Global ( United States ) , in USD, with the ISIN code US438516BJ49, pays a coupon of 1.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/10/2019







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424B5 1 c86366_424b5.htm
CALCULATION OF REGISTRATION FEE









Maximum
Maximum
Amount of
Title of Each Class of Securities To Be
Amount To Be
Offering Price Per
Aggregate Offering
Registration
Registered

Registered

Unit

Price

Fee(1)

1.400% Senior Notes due 2019

$1,250,000,000
99.921%

$1,249,012,500

$144,875

Floating Rate Senior Notes due 2019

$250,000,000
100.000%

$250,000,000

$28,975

1.850% Senior Notes due 2021

$1,500,000,000
99.995%

$1,499,925,000

$173,850

2.500% Senior Notes due 2026

$1,500,000,000
99.640%

$1,494,600,000

$173,850


(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(5)
(To Prospectus dated December 11, 2015)
Registration No. 333-208501
$ 4 ,5 0 0 ,0 0 0 ,0 0 0
H ON EY WELL I N T ERN AT I ON AL I N C.
$ 1 ,2 5 0 ,0 0 0 ,0 0 0 1 .4 0 0 % Se nior N ot e s Due 2 0 1 9
$ 2 5 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e Se nior N ot e s Due 2 0 1 9
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 1 .8 5 0 % Se nior N ot e s Due 2 0 2 1
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 2 .5 0 0 % Se nior N ot e s Due 2 0 2 6

We are offering $1,250,000,000 aggregate principal amount of our notes due 2019 (the "2019 fixed rate notes"), $250,000,000 aggregate principal amount
of our floating rate notes due 2019 (the "2019 floating rate notes"), $1,500,000,000 aggregate principal amount of our notes due 2021 (the "2021 notes") and
$1,500,000,000 aggregate principal amount of our notes due 2026 (the "2026 notes"). We refer to the 2019 fixed rate notes, the 2021 notes and the 2026 notes
collectively as the "fixed rate notes." We refer to the 2019 floating rate notes and the fixed rate notes collectively as the "notes."
The 2019 floating rate notes will mature on October 30, 2019, the 2019 fixed rate notes will mature on October 30, 2019, the 2021 notes will mature on
November 1, 2021 and the 2026 notes will mature on November 1, 2026. We will pay interest on the 2019 floating rate notes on January 30, April 30, July 30
and October 30 of each year starting on January 30, 2017 and on the maturity date, interest on the 2019 fixed rate notes semiannually in arrears on April 30
and October 30 of each year starting on April 30, 2017 and interest on the 2021 notes and 2026 notes semiannually in arrears on May 1 and November 1 of
each year starting on May 1, 2017. The 2019 fixed rate notes will bear interest at the rate of 1.400% per annum, the 2021 notes will bear interest at the rate of
1.850% per annum and the 2026 notes will bear interest at the rate of 2.500% per annum. The 2019 floating rate notes will bear interest at a floating rate equal
to three-month USD LIBOR plus 0.280% per annum; provided, however, that the minimum interest rate on the 2019 floating rate notes shall not be less than
0.000%.
We may redeem any series of the fixed rate notes at any time and from time to time at our option, either in whole or in part, at the applicable redemption
price described under "Description of the Notes--Optional Redemption of Fixed Rate Notes." The 2019 floating rate notes will not be redeemable.
The notes will be our senior unsecured and unsubordinated obligations and will rank equally among themselves and with all of our existing and future
senior unsecured debt and senior to all of our subordinated debt.
The notes will not be listed on any securities exchange. Currently, there is no public market for any series of the notes.
Investing in the notes involves risks. See the "Risk Factors" section beginning on page S-8 of this prospectus supplement.








Public Offering
Underwriting
Proceeds, before
Price (1)
Discount
expenses, to Honeywell




Per 2019 Fixed Rate Note

99.921%

0.25%

99.671%








Total
$ 1,249,012,500
$ 3,125,000
$
1,245,887,500









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Per 2019 Floating Rate Note

100.000%

0.25%

99.750%








Total
$
250,000,000
$
625,000
$
249,375,000









Per 2021 Note

99.995%

0.35%

99.645%








Total
$ 1,499,925,000
$ 5,250,000
$
1,494,675,000









Per 2026 Note

99.640%

0.45%

99.190%








Total
$ 1,494,600,000
$ 6,750,000
$
1,487,850,000












(1) Plus accrued interest, if any, from October 31, 2016 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of DTC (as defined herein) for the accounts
of its participants, including Clearstream Banking, S.A. and the Euroclear System, on or about October 31, 2016, which is the fifth business day
following the date of this prospectus supplement (the settlement cycle being referred to as "T+5"). Under Rule 15c6-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market are generally required to settle in three business days,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of this prospectus
supplement or the next business day will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement
arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of this
prospectus supplement or the next business day should consult their advisors.

Joint Book-Running Managers







De ut sc he Ba nk Se c urit ie s J .P. M orga n
M orga n

We lls Fa rgo Se c urit ie s
St a nle y

Senior Co-Managers







BofA M e rrill Lync h

Ba rc la ys

Cit igroup

Goldm a n, Sa c hs & Co.

Co-Managers









BBV A

BN P PARI BAS

H SBC

I CBC

M izuho Se c urit ie s









RBC Ca pit a l M a rk e t s
RBS

SOCI ET E GEN ERALE
SM BC

St a nda rd Cha rt e re d
N ik k o
Ba nk





T D Se c urit ie s

U S Ba nc orp

T he Willia m s Ca pit a l Group,
L.P.
The date of this prospectus supplement is October 24, 2016.

T ABLE OF CON T EN T S



Page


Prospe c t us Supple m e nt
About this Prospectus Supplement
S-1


Where You Can Find More Information
S-3


Information Incorporated by Reference
S-3


Cautionary Statement Concerning Forward-Looking Statements
S-3


Prospectus Supplement Summary
S-5


Risk Factors
S-8


Use of Proceeds
S-10


Tender Offer
S-11


Description of the Notes
S-12


United States Federal Income Tax Considerations
S-16


Underwriting (Conflicts of Interest)
S-18


Legal Matters
S-22


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Experts
S-22


Prospe c t us
About this Prospectus

ii


Honeywell

1


Risk Factors

1


Use of Proceeds

1


Description of Debt Securities

2


Description of Preferred Stock

9


Description of Common Stock
12


Book-Entry Issuance
14


Plan of Distribution
15


Experts
16


Legal Opinions
16


Where You Can Find More Information About Honeywell
17


Incorporation of Certain Information by Reference
17


Cautionary Statement Concerning Forward-Looking Statements
18



ABOU T T H I S PROSPECT U S SU PPLEM EN T
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes.
The second part is the accompanying prospectus dated December 11, 2015, which we refer to as the "accompanying prospectus." The
accompanying prospectus is part of a registration statement that we filed with the Securities and Exchange Commission ("SEC") using
a shelf registration statement. Under the shelf registration process, from time to time, we may offer and sell debt securities in one or
more offerings. The accompanying prospectus contains a description of our debt securities and gives more general information, some
of which may not apply to the notes.
This prospectus supplement, or the information incorporated by reference in this prospectus supplement, may add, update or
change information in the accompanying prospectus. If information in this prospectus supplement, or the information incorporated by
reference from a report or other document filed with the SEC after the date of the accompany prospectus, is inconsistent with the
accompanying prospectus, this prospectus supplement, or such information incorporated by reference, will supersede the information
in the accompanying prospectus.
It is important that you read and consider all of the information contained in this prospectus supplement and the accompanying
prospectus in making your investment decision. You should also read and consider the information in the documents to which we
have referred you in "Where You Can Find More Information" on page S-3 of this prospectus supplement, "Information Incorporated
by Reference" on page S-3 of this prospectus supplement, and "Where You Can Find More Information about Honeywell" on page 17
of the accompanying prospectus.
S-1

We have not, and the underwriters have not, authorized anyone to provide any information other than that contained in
or incorporated by reference in this prospectus supplement, the accompanying prospectus, or any related free writing
prospectus prepared by or on behalf of us. We take no responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. We are not, and the underwriters are not, making an offer to sell, or
soliciting an offer to buy, the notes in any jurisdiction where the offer or sale is not permitted. The information in this
prospectus supplement, the accompanying prospectus and any related free writing prospectus may only be accurate as of the
date of such document or the information incorporated by reference herein or therein. Our business, financial condition,
results of operations and/or prospects may have changed since those dates.
In this prospectus supplement and the accompanying prospectus, all references to "we," "us," "our" and "Honeywell" refer to
Honeywell International Inc. and its consolidated subsidiaries, unless the context otherwise requires.
We are offering the notes globally for sale in those jurisdictions in the United States, Canada, Europe, Asia and elsewhere where
it is lawful to make such offers. The distribution of this prospectus supplement and the accompanying prospectus and the offering of
the notes in certain jurisdictions may be restricted by law. Persons who receive this prospectus supplement and the accompanying
prospectus should inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying
prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any
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person to whom it is unlawful to make such offer or solicitation. See the "Underwriting (Conflicts of Interest)" section beginning on
page S-18 of this prospectus supplement.
References herein to "$" are to United States dollars.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement and the accompanying prospectus is only being distributed to and is only directed at persons who are
outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").
The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be
engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus supplement
and/or the accompanying prospectus or any of their contents.
S-2

WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available
to the public from the SEC's Web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public
reference room in Washington, D.C. located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies
of any document we file at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room. Information about us, including our SEC filings, is also
available on our Web site at http://www.honeywell.com. The information on or linked to/from our Web site is not part of, and is not
incorporated by reference into, this prospectus supplement or the accompanying prospectus. Reference to our Web site is made as an
inactive textual reference.
I N FORM AT I ON I N CORPORAT ED BY REFEREN CE
The SEC allows us to "incorporate by reference" in this prospectus supplement and the accompanying prospectus the information
in other documents that we file with it, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be a part of this prospectus supplement, and information in
documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier
with the SEC or contained herein. We incorporate by reference in this prospectus supplement and the accompanying prospectus the
documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of the offering of notes under this prospectus supplement:


· Our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 12, 2016, including
the information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy
Statement filed with the SEC pursuant to Section 14 of the Exchange Act on March 10, 2016;


· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016; and


· Our Current Reports on Form 8-K filed with the SEC on February 12, 2016, February 19, 2016, February 22, 2016, February
26, 2016, March 1, 2016, April 6, 2016, April 25, 2016, April 29, 2016, June 28, 2016, July 22, 2016 (Items 5.02 and 8.01
only), August 5, 2016, September 7, 2016, October 6, 2016 (Exhibit 99.1 only) and October 24, 2016.
Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not
filed in accordance with SEC rules. You may obtain a copy of any or all of the documents referred to above which may have been or
may be incorporated by reference herein (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us
at the following address:
Honeywell International Inc.
115 Tabor Road
Morris Plains, New Jersey 07950
Attn: Investor Relations Department
(973) 455-2000
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CAU T I ON ARY ST AT EM EN T CON CERN I N G FORWARD-LOOK I N G ST AT EM EN T S
This prospectus supplement and the accompanying prospectus contain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that address activities, events or developments
that we or our management intend, expect, project, believe or anticipate will or may occur in the future. They are based on
management's assumptions and assessments in light of past experience and trends, current conditions, expected future developments
and other relevant factors. They are not guarantees of future performance, and actual results, developments and business decisions
may differ significantly from those envisaged by our forward-looking statements. We do
S-3
not undertake to update or revise any of our forward-looking statements. Our forward-looking statements are also subject to risks and
uncertainties that can affect our performance in both the near- and long-term. These forward-looking statements should be considered
in light of the information included in this prospectus supplement and the accompanying prospectus, including the information under
the heading "Risk Factors" in this prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31,
2015, and the description of trends and other factors in Management's Discussion and Analysis of Financial Condition and Results of
Operations set forth in our Annual Report on Form 10-K for the year ended December 31, 2015, our Quarterly Reports on Form 10-
Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 and in our other filings with the SEC.
S-4

PROSPECT U S SU PPLEM EN T SU M M ARY
H one yw e ll I nt e rna t iona l I nc .
Honeywell International Inc. is a diversified technology and manufacturing company, serving customers worldwide with
aerospace products and services, turbochargers, control, sensing and security technologies for buildings, homes and industry,
specialty chemicals, electronic and advanced materials, process technology for refining and petrochemicals, and energy efficient
products and solutions for homes, business and transportation. Honeywell was incorporated in Delaware in 1985, and its
principal executive offices are located at 115 Tabor Road, Morris Plains, New Jersey 07950. Its main telephone number is (973)
455-2000.
Re c e nt De ve lopm e nt s
On October 24, 2016, Honeywell commenced a tender offer (the "Tender Offer") to purchase any and all of its outstanding
5.30% notes due 2017, 5.30% notes due 2018 and 5.00% notes due 2019 (the "Existing Notes") as described under "Tender
Offer." The Tender Offer is currently scheduled to expire on October 31, 2016, unless extended.
This offering is not conditioned on the completion of the Tender Offer but the completion of this offering is a condition to
the completion of the Tender Offer. Honeywell may waive such condition in its sole discretion or, subject to applicable law,
extend, terminate or otherwise amend the Tender Offer. Nothing in this prospectus supplement should be construed as an offer to
purchase or a solicitation of an offer to sell any outstanding Existing Notes, as the Tender Offer is only being made upon the
terms and subject to the conditions set forth in our offer to purchase, dated October 24, 2016, the related letter of transmittal and,
if applicable, the notice of guaranteed delivery.
Honeywell intends to exercise its right to redeem any of the Existing Notes not purchased in the Tender Offer and that
remain outstanding after the expiration time of the Tender Offer pursuant to the indenture, dated as of March 1, 2007 (the
"Indenture"), between Honeywell and Deutsche Bank Trust Company Americas, as trustee. Although Honeywell intends to
redeem the Existing Notes that are not tendered and accepted in the Tender Offer, Honeywell is not obligated to do so, and there
can be no assurance Honeywell will do so. Statements of intent in this prospectus supplement shall not constitute a notice of
redemption under the Indenture. Any such notice, if made, will only be made in accordance with the provisions of the Indenture.
T he Offe ring
The offering terms of the notes are summarized below solely for your convenience. This summary is not a complete
description of the notes. You should read the full text and more specific details contained elsewhere in this prospectus
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supplement and the accompanying prospectus. For a more detailed description of the notes, see the discussion under the caption
"Description of the Notes" beginning on page S-12 of this prospectus supplement.



Issuer
Honeywell International Inc., a Delaware corporation.

Notes Offered
$250,000,000 aggregate principal amount of 2019 floating rate notes.
$1,250,000,000 aggregate principal amount of 2019 fixed rate notes.
$1,500,000,000 aggregate principal amount of 2021 notes.
$1,500,000,000 aggregate principal amount of 2026 notes.

Maturity Dates
The 2019 floating rate notes will mature on October 30, 2019, the 2019 fixed rate
notes will mature on October 30, 2019, the 2021 notes will mature on November 1,
2021 and the 2026 notes will mature on November 1, 2026.

Interest Rates
The 2019 fixed rate notes will bear interest from October 31, 2016 at the rate of
1.400% per annum, payable semiannually in arrears, the 2021 notes will bear
interest from October 31, 2016 at the rate of
S-5




1.850% per annum, payable semiannually in arrears and the 2026 notes will bear
interest from October 31, 2016 at the rate of 2.500% per annum, payable
semiannually in arrears.


The 2019 floating rate notes will bear interest from October 31, 2016 at a floating
rate equal to three-month USD LIBOR plus 0.280% per annum; provided, however,
that the minimum interest rate on the 2019 floating rate notes shall not be less than
0.000%.

Minimum Interest Rate
The minimum interest rate on the 2019 floating rate notes shall be 0.000%.

Interest Payment Dates
We will pay interest on the 2019 floating rate notes on January 30, April 30, July
30 and October 30 of each year starting on January 30, 2017 and on the maturity
date, interest on the 2019 fixed rate notes semiannually in arrears on April 30 and
October 30 of each year starting on April 30, 2017 and interest on the 2021 notes
and 2026 notes semiannually in arrears on May 1 and November 1 of each year
starting on May 1, 2017.

Optional Redemption
2019 fixed rate notes: Make-whole call at T+10 basis points.


2021 notes: Prior to October 1, 2021, make-whole call at T+10 basis points; par
call on and after October 1, 2021.


2026 notes: Prior to August 1, 2026, make-whole call at T+15 basis points; par call
on and after August 1, 2026.


Any series of the fixed rate notes may be redeemed prior to maturity in whole or in
part at any time and from time to time at our option. In the case of any such
redemption, we will also pay accrued and unpaid interest, if any, to the redemption
date. For more detailed information on the calculation of the redemption prices, see
"Description of the Notes--Optional Redemption of Fixed Rate Notes" in this
prospectus supplement.


The 2019 floating rate notes will not be redeemable.

Ranking
The notes will be unsecured and unsubordinated obligations and will rank equally
with each other and with all of our other existing and future unsecured and
unsubordinated indebtedness. See "Description of the Notes--Ranking" in this
prospectus supplement.

Covenants
The Indenture governing the notes contains various covenants. These covenants are
subject to a number of important qualifications and exceptions. See "Description of
Debt Securities--Covenants" in the accompanying prospectus.

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Minimum Denominations
The notes will be issued and may be transferred only in minimum denominations of
$2,000 and in integral multiples of $1,000 in excess thereof.

Form
The notes are being issued in fully registered form and will be represented by one
or more global notes deposited with The Depository Trust Company ("DTC"), or
its nominee and registered in book-entry form in the name of Cede & Co., DTC's
nominee. Beneficial interests in the global notes will be shown on, and transfers
will only be made through, the records maintained by DTC and its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V.,
as operator of the Euroclear System. See "Book-Entry Issuance" in the
accompanying prospectus.


S-6




Use of Proceeds
We intend to use the net proceeds from the sale of the notes to fund (i) the
repayment of commercial paper, (ii) the purchase of Existing Notes pursuant to the
Tender Offer and (iii) the redemption of any such Existing Notes that remain
outstanding following the Tender Offer, and to use the remainder of the net
proceeds for general corporate purposes. See "Use of Proceeds" and "Tender Offer"
in this prospectus supplement.

Absence of a Public Market
There is no public trading market for any series of notes, and there is no intention
to apply for listing of the notes on any national securities exchange or for quotation
of the notes on any automated dealer quotations system. See "Risk Factors--An
active trading market for the notes may not develop."

Further Issues
We may create and issue additional notes of any series ranking equally with the
notes of the corresponding series and having the same terms (other than the issue
date, the payment of interest accruing prior to the issue date of such further notes
or except for the first payment of interest following the issue date of such further
notes); provided that such additional notes of any series shall not be issued with the
same CUSIP number as the notes of its corresponding series unless such additional
notes are issued for U.S. federal income tax purposes in a "qualified reopening" or
are otherwise treated as part of the same issue for U.S. federal income tax
purposes. Such notes, if issued, will be consolidated and form a single series with
the notes of the corresponding series. See "Description of the Notes--Further
Issues" in this prospectus supplement.

Conflicts of Interest
Because more than 5% of the net proceeds of this offering, not including
underwriters' discounts, may be received by affiliates of certain of the
underwriters, to the extent any one underwriter, together with its affiliates, receives
more than 5% of the net proceeds, such underwriter would be considered to have a
"conflict of interest" with us in regard to this offering under Rule 5121 of the
Financial Industry Regulatory Authority, Inc. ("FINRA"). Pursuant to that rule, the
appointment of a qualified independent underwriter is not necessary in connection
with the offering because the offering is of a class of securities that are investment
grade rated. See "Underwriting (Conflicts of Interest)--Conflicts of Interest."

Governing Law
New York law will govern the Indenture and the notes.

Trustee
Deutsche Bank Trust Company Americas.

Risk Factors
For a discussion of factors you should carefully consider before deciding to
purchase the notes, see "Risk Factors" beginning on page S-8 of this prospectus
supplement and under the headings "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" of our annual
report on Form 10-K for the year ended December 31, 2015 filed with the SEC
and incorporated by reference into this prospectus supplement.
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S-7

RI SK FACT ORS
An investment in the notes may involve various risks. Prior to making a decision about investing in our securities, and in
consultation with your own financial and legal advisors, you should carefully consider, among other matters, the following risk
factors, as well as those incorporated by reference in this prospectus supplement from our most recent annual report on Form 10-K
under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations"
and other filings we may make from time to time with the SEC.
The notes are subject to prior claims of any secured creditors and the creditors of our subsidiaries, and if a default occurs we
may not have sufficient funds to fulfill our obligations under the notes.
The notes are our unsecured general obligations, ranking equally with our other senior unsecured indebtedness but below any
secured indebtedness and effectively below the debt and other liabilities of our subsidiaries. The Indenture governing the notes
permits us and our subsidiaries to incur secured debt under specified circumstances. If we incur any secured debt, our assets and the
assets of our subsidiaries will be subject to prior claims by our secured creditors. In the event of our bankruptcy, liquidation,
reorganization or other winding up, assets that secure debt will be available to pay obligations on the notes only after all debt secured
by those assets has been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of our unsecured
and unsubordinated creditors, including our trade creditors.
If we incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations
will be entitled to share ratably with the holders of the notes in any proceeds distributed upon our insolvency, liquidation,
reorganization, dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are
not sufficient assets remaining to pay all these creditors, all or a portion of the notes then outstanding would remain unpaid.
Negative covenants in the Indenture will have a limited effect.
The Indenture governing the notes contains negative covenants that apply to us; however, the limitation on liens and limitation on
sale and leaseback covenants contain exceptions that will allow us to create, grant or incur liens or security interests with respect to
our headquarters and certain other material facilities. See "Description of Debt Securities--Covenants" in the accompanying
prospectus. In light of these exceptions, holders of the notes may be structurally or contractually subordinated to new lenders.
Changes in our credit ratings may adversely affect the value of the notes.
We expect that the notes will be rated by one or more nationally recognized statistical rating organizations. Such ratings are not
recommendations to buy, sell or hold the notes, are limited in scope, and do not address all material risks relating to an investment in
the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of
such rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any
given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating
agency's judgment, circumstances so warrant. Actual or anticipated changes or downgrades in our credit ratings, including any
announcement that our ratings are under further review for a downgrade, could affect the market value of the notes and increase our
corporate borrowing costs.
An active trading market for the notes may not develop.
There is no existing market for the notes and we do not intend to apply for listing of the notes on any securities exchange or any
automated quotation system. Accordingly, there can be no assurance that a trading market for the notes will ever develop or will be
maintained. Further, there can be no assurance as to the liquidity of any market that may develop for the notes, your ability to sell
your notes or the price at which you will be able to sell your notes. Future trading prices of the notes will depend on many factors,
including prevailing interest rates, our financial condition and results of operations, the then-current ratings
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assigned to the notes and the market for similar securities. Any trading market that develops would be affected by many factors
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independent of and in addition to the foregoing, including:


· time remaining to the maturity of the notes;


· outstanding amount of the notes;


· the terms related to optional redemption of the notes; and


· level, direction and volatility of market interest rates generally.
The underwriters have advised us that they currently intend to make a market in the notes, but they are not obligated to do so and
may cease market making at any time without notice.
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U SE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $4.47 billion, after deducting the underwriting
discount and estimated offering expenses payable by us. We intend to use the net proceeds of this offering to fund (i) the repayment
of commercial paper, (ii) the purchase of Existing Notes pursuant to the Tender Offer and (iii) the redemption of any such Existing
Notes that remain outstanding following the Tender Offer, and to use the remainder of the net proceeds for general corporate
purposes.
As of September 30, 2016, our United States commercial paper had a weighted average interest rate of approximately 0.54% and
a weighted average remaining maturity of approximately 34 days, and our European commercial paper had a weighted average
interest rate of approximately (0.18)% and a weighted average remaining maturity of approximately 64 days.
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T EN DER OFFER
On October 24, 2016, we commenced a Tender Offer to purchase any and all of our Existing Notes.
The Tender Offer is currently scheduled to expire at 5:00 p.m., New York City time, on Monday, October 31, 2016, unless
extended.
The principal purpose of the Tender Offer is to reduce the outstanding debt represented by the Existing Notes and retire and
cancel the Existing Notes purchased in the Tender Offer. We expect that the Tender Offer and this offering will reduce the weighted
average coupon rate and future interest expense and extend the weighted average maturity of our debt.
This offering is not conditioned on the completion of the Tender Offer but the completion of this offering is a condition to the
completion of the Tender Offer. Honeywell may waive such conditions in its sole discretion or, subject to applicable law, extend,
terminate or otherwise amend the Tender Offer. Nothing in this prospectus supplement should be construed as an offer to purchase or
a solicitation of an offer to sell any outstanding Existing Notes, as the Tender Offer is only being made upon the terms and subject to
the conditions set forth in our offer to purchase, dated October 24, 2016, the related letter of transmittal and, if applicable, the notice
of guaranteed delivery.
We currently intend to exercise our right to redeem any of the Existing Notes not purchased in the Tender Offer and that remain
outstanding after the expiration time of the Tender Offer pursuant to the Indenture. Although we intend to redeem the Existing Notes
that are not tendered and accepted in the Tender Offer, we are not obligated to do so, and there can be no assurance we will do so.
Statements of intent in this prospectus supplement shall not constitute a notice of redemption under the Indenture. Any such notice, if
made, will only be made in accordance with the provisions of the Indenture.
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DESCRI PT I ON OF T H E N OT ES
The following description of the particular terms of the notes offered hereby supplements the description of the general terms and
provisions of debt securities under the heading "Description of Debt Securities" in the accompanying prospectus. Terms used in this
prospectus supplement that are otherwise not defined will have the meanings given to them in the accompanying prospectus. The
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following summaries of certain provisions of the Indenture do not purport to be complete and are subject to and are qualified in their
entirety by reference to all of the provisions of the Indenture. Capitalized and other terms not otherwise defined in this prospectus
supplement or in the accompanying prospectus have the meanings given to them in the Indenture. You may obtain a copy of the
Indenture from us upon request. See "Where You Can Find More Information" in this prospectus supplement. When used in this
section, the terms "we," "us," "our" and "Honeywell" refer solely to Honeywell International Inc. and not to its consolidated
subsidiaries.
Ge ne ra l
We are offering $1,250,000,000 aggregate principal amount of our notes due 2019 (the "2019 fixed rate notes"), $250,000,000
aggregate principal amount of our floating rate notes due 2019 (the "2019 floating rate notes"), $1,500,000,000 aggregate principal
amount of our notes due 2021 (the "2021 notes") and $1,500,000,000 aggregate principal amount of our notes due 2026 (the "2026
notes"). We refer to the 2019 fixed rate notes, the 2021 notes and the 2026 notes collectively as the "fixed rate notes." We refer to the
2019 floating rate notes and the fixed rate notes collectively as the "notes."
Each series of notes will be issued as separate series under the Indenture. The 2019 floating rate notes will mature on October 30,
2019, the 2019 fixed rate notes will mature on October 30, 2019, the 2021 notes will mature on November 1, 2021 and the 2026 notes
will mature on November 1, 2026.
The notes will be issued only in registered, book-entry form without interest coupons in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. Each series of notes will be represented by one or more global notes deposited with
DTC, or its nominee, and registered in book-entry form in the name of Cede & Co., DTC's nominee.
The notes will not be subject to a sinking fund. The notes will be subject to defeasance as described under "Description of Debt
Securities--Defeasance" in the accompanying prospectus.
The Indenture and the notes do not limit the amount of indebtedness that may be incurred or the amount of securities which may
be issued by us, and contain no financial or similar restrictions on us, except as described under "Description of Debt Securities--
Covenants" in the accompanying prospectus.
If the scheduled maturity date or redemption date for the notes of any series falls on a day that is not a business day, the
payment of principal and accrued interest will be made on the next succeeding business day, and no interest on such payment shall
accrue for the period from and after the scheduled maturity date or redemption date, as the case may be.
Ra nk ing
The notes will be our senior unsecured and unsubordinated debt obligations and will rank equally among themselves and with all
of our other existing and future senior unsecured indebtedness and senior to all of our subordinated debt.
I nt e re st
The notes will bear interest from October 31, 2016.
Fixed Rate Notes
The 2019 fixed rate notes will bear interest at a fixed rate of 1.400% per annum, the 2021 notes will bear interest at a fixed rate
of 1.850% per annum and the 2026 notes will bear interest at a fixed rate of 2.500% per annum. Interest on the fixed rate notes will
accrue from October 31, 2016, or from the most recent interest payment date to which interest has been paid or provided for, to but
excluding the relevant
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interest payment date. We will make interest payments on the 2019 fixed rate notes semiannually in arrears on April 30 and October
30 of each year beginning on April 30, 2017 and interest on the 2021 notes and 2026 notes semiannually in arrears on May 1 and
November 1 of each year beginning on May 1, 2017, to the person in whose name such notes are registered at the close of business
on the immediately preceding April 15 or October 15, with respect to the 2019 fixed rate notes, and April 15 or October 15, with
respect to the 2021 notes and 2026 notes, as applicable. Interest on the fixed rate notes will be computed on the basis of a 360-day
year of twelve 30-day months.
If an interest payment date for the notes falls on a day that is not a business day, the interest payment shall be postponed to the
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