Obligation Honeywell Global 0% ( US438516BP09 ) en USD

Honeywell Global

100.01 % ▲

Etats-unis

US438516BP09 ( en USD )

30/10/2019 - Obligation échue

Prospectus brochure de l'obligation Honeywell International US438516BP09 en USD 0%, échue

2 000 USD

450 000 000 USD

438516BP0

Honeywell International est une entreprise multinationale américaine de technologie diversifiée opérant dans les domaines de l'aérospatiale, des bâtiments et des technologies industrielles, fournissant des produits et des services dans le monde entier.

L'Obligation émise par Honeywell Global ( Etats-unis ) , en USD, avec le code ISIN US438516BP09, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/10/2019

3B2 EDGAR HTML -- c89567_424b5.htm
424B5 1 c89567_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)

Floating Rate Senior Notes due 2019

$450,000,000
100.000%

$450,000,000

$56,025.00

1.800% Senior Notes due 2019

$750,000,000
99.922%

$749,415,000

$93,302.17

(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
$ 1 ,2 0 0 ,0 0 0 ,0 0 0
H ON EY WELL I N T ERN AT I ON AL I N C.
$ 4 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
$ 7 5 0 ,0 0 0 ,0 0 0 1 .8 0 0 % Se nior N ot e s Due 2 0 1 9

We are offering $450,000,000 aggregate principal amount of our floating rate senior notes due 2019 (the "floating rate notes")
and $750,000,000 aggregate principal amount of our senior notes due 2019 (the "fixed rate notes") (together, the "notes"). The
floating rate notes will bear interest at a floating rate equal to three-month USD LIBOR plus 0.040% per annum, payable quarterly in
arrears; provided, however, that the minimum interest rate on the floating rate notes shall not be less than 0.000%. The fixed rate notes
will bear interest at the rate of 1.800% per annum, payable semiannually in arrears.
Each of the floating rate notes and the fixed rate notes will mature on October 30, 2019. We will pay interest on the floating rate
notes on January 30, April 30, July 30 and October 30 of each year, starting on January 30, 2018, and on the maturity date and
interest on the fixed rate notes on April 30 and October 30 of each year, starting on April 30, 2018.
The floating rate notes will not be redeemable. We may redeem the fixed rate notes at any time and from time to time at our
option, either in whole or in part, at the redemption price described under "Description of the Notes--Optional Redemption of Fixed
Rate Notes."
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 Floating Rate Note

100.000%

0.200%

99.800%

Total
$ 450,000,000
$
900,000
$
449,100,000

Per Fixed Rate Note

99.922%

0.200%

99.722%

Total
$ 749,415,000
$ 1,500,000
$
747,915,000

(1) Plus accrued interest, if any, from October 30, 2017 if settlement occurs after that date.
https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

3B2 EDGAR HTML -- c89567_424b5.htm
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 30, 2017, 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 two 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 two succeeding business days 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 two succeeding business days should consult their advisors.

Joint Book-Running Managers

Ba rc la ys
BofA M e rrill Lync h
Cit igroup
Goldm a n Sa c hs & Co. LLC
Senior Co-Managers

De ut sc he Ba nk Se c urit ie s

J .P. M orga n
M orga n St a nle y
We lls Fa rgo Se c urit ie s
Co-Managers

BBV A
BN P PARI BAS
HSBC
I CBC St a nda rd
Loop Ca pit a l M a rk e t s
Mizuho Securities
Ba nk

N a t We st M a rk e t s
RBC Ca pit a l

SM BC N ik k o

SOCI ET E
Standard Chartered Bank
M a rk e t s
GEN ERALE
T D Se c urit ie s

U S Ba nc orp

The date of this prospectus supplement is October 23, 2017.

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-4

Prospectus Supplement Summary
S-5

Risk Factors
S-8

S-
Use of Proceeds
10

S-
Exchange Offers
11

S-
Description of the Notes
12

S-
United States Federal Income Tax Considerations
16

S-
Underwriting (Conflicts of Interest)
18

S-
Legal Matters
23

S-
Experts
23

Page

Prospe c t us
About this Prospectus
ii

https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

3B2 EDGAR HTML -- c89567_424b5.htm
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. Neither we nor the underwriters take responsibility for, or can provide 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
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.
https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

3B2 EDGAR HTML -- c89567_424b5.htm
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, 2016, filed with the SEC on February 10, 2017, 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 9, 2017;

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017; and

· Our Current Reports on Form 8-K filed with the SEC on February 10, 2017, March 6, 2017, April 24, 2017, April 28, 2017,
October 11, 2017 (Item 8.01 and Exhibit 99.1 only) and October 23, 2017.
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
Attention: Investor Relations Department
(973) 455-2000
S-3

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
https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

3B2 EDGAR HTML -- c89567_424b5.htm
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 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, in our Annual Report on Form 10-K for the year ended December 31, 2016 and in our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2017, 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, 2016, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30,
2017 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 invents and commercializes technologies that address some of the world's most critical challenges around energy,
safety, security, productivity and global urbanization. As a diversified technology and manufacturing company, Honeywell is
uniquely positioned to blend physical products with software to serve customers worldwide with aerospace products and services,
turbochargers, energy efficient products and solutions for homes, businesses and transportation, specialty chemicals, electronic
and advanced materials, process technology for refining and petrochemicals, and productivity, sensing, safety and security
technologies for buildings, homes and industries. Honeywell's products and solutions enable a safer, more comfortable and more
productive world, enhancing the quality of life of people around the globe. 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 23, 2017, Honeywell commenced four separate private exchange offers to eligible holders (the "Exchange
Offers") to exchange any and all of its outstanding 6.625% Debentures due 2028, 5.70% Senior Notes due 2036, 5.70% Senior
Notes due 2037 and 5.375% Senior Notes due 2041 (the "Existing Notes") for a series of its newly issued debt securities and
cash, as described under "Exchange Offers." The Exchange Offers are currently scheduled to expire on November 17, 2017,
unless extended.
This offering is not conditioned on the completion of the Exchange Offers and the completion of this offering is not a
condition to the completion of the Exchange Offers. 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 Exchange Offers are only being made upon
the terms and subject to the conditions set forth in our offering memorandum, dated October 23, 2017, and the related eligibility
letter.
S-5

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
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.

https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

3B2 EDGAR HTML -- c89567_424b5.htm
Notes Offered
$450,000,000 aggregate principal amount of floating rate notes. $750,000,000
aggregate principal amount of fixed rate notes.

Maturity Date
Each of the floating rate notes and the fixed rate notes will mature on October 30,
2019.

Interest Rates
The floating rate notes will bear interest from October 30, 2017 at a floating rate
equal to three-month USD LIBOR plus 0.040% per annum, payable quarterly in
arrears; provided, however, that the minimum interest rate on the floating rate notes
shall not be less than 0.000%.

The fixed rate notes will bear interest from October 30, 2017 at the rate of 1.800%
per annum, payable semiannually in arrears.

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

Interest Payment Dates
We will pay interest on the floating rate notes on January 30, April 30, July 30 and
October 30 of each year, starting on January 30, 2018, and on the maturity date,
and interest on the fixed rate notes semiannually on April 30 and October 30 of
each year, starting on April 30, 2018.

Optional Redemption
The fixed rate notes: Make-whole call at T+5 basis points.

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 at the "make-whole" redemption price. 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 price, see "Description of the Notes--Optional Redemption of Fixed
Rate Notes" in this prospectus supplement.

The 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.

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
Each series of the notes is 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.
S-6

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.. See "Book-
Entry Issuance" in the accompanying prospectus.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes to fund the repayment
of our euro-denominated floating rate senior notes, which will mature on February
22, 2018, and to use the remainder of the net proceeds for general corporate
purposes. See "Use of Proceeds" in this prospectus supplement.

Absence of a Public Market
There is no public trading market for any series of the 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
https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

3B2 EDGAR HTML -- c89567_424b5.htm
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, 2016 and our quarterly
report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC
and incorporated by reference into this prospectus supplement.
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
and our quarterly report on Form 10-Q for the quarter ended September 30, 2017 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
https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

3B2 EDGAR HTML -- c89567_424b5.htm
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,
S-8
including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the notes and
the market for similar securities. Any trading market that develops would be affected by many factors 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.
Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the
value of the floating rate notes.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations
into whether the banks that contribute to the British Bankers' Association (the "BBA") in connection with the calculation of daily
LIBOR may have been under-reporting or otherwise manipulating or attempting to manipulate LIBOR. A number of BBA member
banks have entered into settlements with their regulators and law enforcement agencies with respect to this alleged manipulation of
LIBOR.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined
or the establishment of alternative reference rates. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced
that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. At this time, it is not possible to predict the
effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the
United Kingdom or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may
adversely affect the trading market for LIBOR-based securities, including the floating rate notes.
https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

3B2 EDGAR HTML -- c89567_424b5.htm
S-9

U SE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $1.19 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 the repayment of
our euro-denominated floating rate senior notes, which had an interest rate of 0.171% as of August 22, 2017 and which will mature
on February 22, 2018, and to use the remainder of the net proceeds for general corporate purposes.
S-10

EX CH AN GE OFFERS
On October 23, 2017, we commenced the Exchange Offers to exchange any and all of our Existing Notes for a series of our
newly issued debt securities and cash.
The Exchange Offers are currently scheduled to expire at 11:59 p.m., New York City time, on Friday, November 17, 2017, unless
extended.
The principal purpose of the Exchange Offers is to extend the maturity of the debt obligations associated with the Existing Notes
during a time of favorable market conditions and more evenly distribute the amount of principal due on our debt securities over time.
This offering is not conditioned on the completion of the Exchange Offers and the completion of this offering is not a condition
to the completion of the Exchange Offers. 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 Exchange Offers are only being made upon the terms and
subject to the conditions set forth in our offering memorandum, dated October 23, 2017, and the related eligibility letter.
S-11

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
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 $450,000,000 aggregate principal amount of our floating rate notes and $750,000,000 aggregate principal amount
of our fixed rate notes.
Each series of notes will be issued as separate series under the indenture, dated as of March 1, 2007 (the "Indenture"), between
Honeywell and Deutsche Bank Trust Company Americas, as trustee. Each of the floating rate notes and the fixed rate notes will
mature on October 30, 2019.
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
https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

3B2 EDGAR HTML -- c89567_424b5.htm
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 30, 2017.
Floating Rate Notes
The floating rate notes will bear interest for each interest period at a rate determined by the calculation agent. The calculation
agent is Deutsche Bank Trust Company Americas until such time as we appoint a successor calculation agent. We will pay interest on
the floating rate notes on January 30, April 30, July 30 and October 30 of each year starting on January 30, 2018 and on the maturity
date. The interest rate on the floating rate notes for a particular interest period will be a per annum rate equal to three-month USD
LIBOR as determined on the interest determination date plus 0.040%. The interest determination date for an interest period will be the
second London business day preceding that interest period. Promptly upon determination, the calculation agent will inform the trustee
and us of the interest rate for the next interest
S-12
period. Absent manifest error, the determination of the interest rate by the calculation agent shall be binding and conclusive on the
holders of the floating rate notes, the trustee and us.
A London business day is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
On any interest determination date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity
of three months, in amounts of at least $1,000,000, as such rate appears on "Reuters Page LIBOR01" at approximately 11:00 a.m.,
London time, on such interest determination date.
If no offered rate appears on "Reuters Page LIBOR01" on an interest determination date at approximately 11:00 a.m., London
time, then the calculation agent (after consultation with us) will select four major banks in the London interbank market and shall
request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in
amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is
representative of single transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic average of the
quotations provided. Otherwise, the calculation agent will select three major banks (which may include Deutsche Bank Securities Inc.,
an affiliate of the trustee) in New York City and shall request each of them to provide a quotation of the rate offered by them at
approximately 11:00 a.m., New York City time, on the interest determination date for loans in U.S. dollars to leading European banks
having an index maturity of three months for the applicable interest period in an amount of at least $1,000,000 that is representative
of single transactions at that time. If three quotations are provided, LIBOR will be the arithmetic average of the quotations provided.
Otherwise, the rate of LIBOR for the next interest period will be equal to the rate of LIBOR for the then current interest period.
"Reuters Page LIBOR01" means the display designated as "LIBOR01" on Reuters (or any successor service) (or such other page
as may replace Page LIBOR01 on Reuters or any successor service).
Upon written request from any holder of floating rate notes, the calculation agent will provide the interest rate in effect for the
floating rate notes for the current interest period and, if it has been determined, the interest rate to be in effect for the next interest
period.
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth
of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being
rounded to 8.98687% (or 0.0898687)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest
cent (with one-half cent being rounded upwards).
https://www.sec.gov/Archives/edgar/data/773840/000093041317003617/c89567_424b5.htm[10/25/2017 8:49:19 AM]

Document Outline

#1">
- #1">