Obligation Honeywell Global 0% ( US438516BV76 ) en USD

Honeywell Global

100 % ⇌

Etas-Unis

US438516BV76 ( en USD )

08/08/2022 - Obligation échue

Prospectus brochure de l'obligation Honeywell International US438516BV76 en USD 0%, échue

2 000 USD

600 000 000 USD

438516BV7

N/A

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 ( Etas-Unis ) , en USD, avec le code ISIN US438516BV76, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/08/2022

L'Obligation émise par Honeywell Global ( Etas-Unis ) , en USD, avec le code ISIN US438516BV76, a été notée NR par l'agence de notation Moody's.

424B5
424B5 1 d781525d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-228729

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities To Be Registered

Registered

per Unit

Offering Price

Registration Fee(1)
Floating Rate Senior Notes due 2022

$600,000,000

100.000%

$600,000,000

$72,720.00
2.150% Senior Notes due 2022

$600,000,000

99.899%

$599,394,000

$72,646.55
2.300% Senior Notes due 2024

$750,000,000

99.793%

$748,447,500

$90,711.84
2.700% Senior Notes due 2029

$750,000,000

99.643%

$747,322,500

$90,575.49

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 10, 2018)
$2,700,000,000

HONEYWELL INTERNATIONAL INC.
$600,000,000 2.150% Senior Notes Due 2022
$600,000,000 Floating Rate Senior Notes Due 2022
$750,000,000 2.300% Senior Notes Due 2024
$750,000,000 2.700% Senior Notes Due 2029

We are offering $600,000,000 aggregate principal amount of our fixed rate notes due 2022 (the "2022 fixed rate notes"), $600,000,000 aggregate principal amount of our
floating rate notes due 2022 (the "2022 floating rate notes"), $750,000,000 aggregate principal amount of our fixed rate notes due 2024 (the "2024 fixed rate notes"), and
$750,000,000 aggregate principal amount of our fixed rate notes due 2029 (the "2029 fixed rate notes"). We refer to the 2022 floating rate notes as the "floating rate notes" and the
2022 fixed rate notes, the 2024 fixed rate notes, and the 2029 fixed rate notes, collectively as the "fixed rate notes." We refer to the floating rate notes and the fixed rate notes
collectively as the "notes."
The 2022 fixed rate notes will mature on August 8, 2022, the 2022 floating rate notes will mature on August 8, 2022, the 2024 fixed rate notes will mature on August 15,
2024, and the 2029 fixed rate notes will mature on August 15, 2029. We will pay interest on the floating rate notes, on February 8, May 8, August 8 and November 8 of each year
starting on November 8, 2019 and on the maturity date, interest on the 2022 fixed rate notes semiannually in arrears on February 8 and August 8 of each year starting on February 8,
2020, and interest on the 2024 and 2029 fixed rate notes semiannually in arrears on February 15 and August 15 of each year, starting on February 15, 2020. The 2022 fixed rate
notes will bear interest at the rate of 2.150% per annum, the 2024 fixed rate notes will bear interest at the rate of 2.300% per annum and the 2029 fixed rate notes will bear interest
at the rate of 2.700% per annum. The 2022 floating rate notes will bear interest at a floating rate equal to three-month USD LIBOR (as defined herein) plus 0.370% per annum,
subject to the provisions set forth under "Description of the Notes--Interest--Floating Rate Notes"; provided, however, that the minimum interest rate on the 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 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-4 of this prospectus supplement.

Proceeds, before
Public Offering
Underwriting
expenses, to

Price (1)

Discount

Honeywell

Per 2022 Fixed Rate Note

99.899%

0.25%

99.649%
Total

$
599,394,000
$
1,500,000
$
597,894,000
Per 2022 Floating Rate Note

100.000%

0.25%

99.750%
Total

$
600,000,000
$
1,500,000
$
598,500,000
Per 2024 Fixed Rate Note

99.793%

0.35%

99.443%
Total

$
748,447,500
$
2,625,000
$
745,822,500
Per 2029 Fixed Rate Note

99.643%

0.45%

99.193%
https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

424B5
Total

$
747,322,500
$
3,375,000
$
743,947,500

(1)
Plus accrued interest, if any, from August 8, 2019 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 August 8, 2019, which is the seventh business day following the date of this prospectus supplement (the
settlement cycle being referred to as "T+7"). 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 more than two
business days prior to their date of delivery will be required, by virtue of the fact that the notes initially settle in T+7, to specify an alternate settlement arrangement at the time of
any such trade to prevent a failed settlement and should consult their own advisors.

Joint Book-Running Managers

Deutsche Bank Securities

J.P. Morgan

Morgan Stanley
Wells Fargo Securities
Co-Managers

BofA Merrill Lynch

Barclays

Citigroup
Goldman Sachs & Co. LLC
Academy Securities

BBVA

BNP PARIBAS
HSBC
ICBC Standard Bank
Mizuho Securities

NatWest Markets
RBC Capital Markets Santander
SOCIETE GENERALE

SMBC Nikko

Standard Chartered Bank
TD Securities
UniCredit Capital Markets

U.S. Bancorp

The Williams Capital Group, L.P.
The date of this prospectus supplement is July 30, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-iii
Information Incorporated By Reference
S-iii
Cautionary Statement Concerning Forward-Looking Statements
S-iv
Prospectus Supplement Summary
S-1
Risk Factors
S-4
Use Of Proceeds
S-8
Description Of The Notes
S-9
United States Federal Income Tax Considerations
S-17
Underwriting
S-19
Legal Matters
S-25
Experts
S-25
Prospectus

About this Prospectus

ii
Honeywell

1
Risk Factors

1
Use of Proceeds

1
Description of Debt Securities

2
Description of Preferred Stock

10
Description of Common Stock

13
Book-Entry Issuance

15
Plan of Distribution

17
Experts

18
Legal Opinions

19
Where You Can Find More Information About Honeywell

20
Incorporation of Certain Information by Reference

20
Cautionary Statement Concerning Forward-Looking Statements

21

S-i
https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

424B5
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
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 10, 2018, 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-iii of this prospectus supplement, "Information Incorporated by Reference" on page S-iii of this prospectus supplement, and
"Where You Can Find More Information about Honeywell" on page 20 of the accompanying prospectus.
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" section beginning on page S-19 of this
prospectus supplement.
References herein to "$" or "USD" are to United States dollars.

S-ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically. Our SEC filings are available to the public from
the SEC's Web site at http://www.sec.gov. Information about us, including our SEC filings, is also available free of charge 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.
INFORMATION INCORPORATED BY REFERENCE
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
https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

424B5
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, 2018, filed with the SEC on February 8, 2019, 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 14, 2019;

·
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019; and

·
Our Current Reports on Form 8-K filed with the SEC on April 29, 2019, July 8, 2019 and July 26, 2019.
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-iii
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
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 and in
our Annual Report on Form 10-K for the year ended December 31, 2018, 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, 2018, our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019 and in our other filings with the SEC.

S-iv
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
Honeywell International Inc.
Honeywell International Inc. is a technology company that delivers industry specific solutions that include aerospace products and services,
control technologies for buildings and industry, and performance materials globally. 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.
The Offering
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-9 of this prospectus
supplement.

Issuer
Honeywell International Inc., a Delaware corporation.

https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

424B5
Notes Offered
$600,000,000 aggregate principal amount of 2022 fixed rate notes.
$600,000,000 aggregate principal amount of 2022 floating rate notes.
$750,000,000 aggregate principal amount of 2024 fixed rate notes.
$750,000,000 aggregate principal amount of 2029 fixed rate notes.

Maturity Dates
The 2022 fixed rate notes will mature on August 8, 2022, the 2022 floating rate notes will
mature on August 8, 2022, the 2024 fixed rate notes will mature on August 15, 2024, and the
2029 fixed rate notes will mature on August 15, 2029.

Interest Rates
The 2022 fixed rate notes will bear interest from August 8, 2019 at the rate of 2.150% per
annum, payable semiannually in arrears, the 2024 fixed rate notes will bear interest from
August 8, 2019 at the rate of 2.300% per annum, payable semiannually in arrears, and the
2029 fixed rate notes will bear interest from August 8, 2019 at the rate of 2.700% per annum,
payable semiannually in arrears.

The 2022 floating rate notes will bear interest from August 8, 2019 at a floating rate equal to
three-month USD LIBOR (as defined herein) plus 0.370% per annum, payable quarterly in

arrears, subject to the provisions set forth under "Description of the Notes--Interest--
Floating Rate Notes"; provided, however, that the minimum interest rate on the floating rate
notes shall not be less than 0.000%.

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 February 8, May 8, August 8,
and November 8 of each year starting on November 8, 2019 and on the maturity date, interest
on the 2022 fixed rate notes semiannually on February 8 and August 8 of each year starting
on February 8, 2020, and interest on the 2024 and 2029 fixed rate notes semiannually on
February 15 and August 15 of each year, starting on February 15, 2020.

S-1
Table of Contents
Optional Redemption
2022 fixed rate notes: Prior to July 8, 2022, make-whole call at T+6 basis points; par call on
and after July 8, 2022.

2024 fixed rate notes: Prior to July 15, 2024, make-whole call at T+10 basis points; par call

on and after July 15, 2024.

2029 fixed rate notes: Prior to May 15, 2029, make-whole call at T+12.5 basis points; par

call on and after May 15, 2029.

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 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, dated as of March 1, 2007 the ("Base Indenture," and together with the First
Supplemental Indenture dated as of October 27, 2017, the "Indenture") governing the notes
contains various covenants. These covenants are subject to a number of important
https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

424B5
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
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.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes, together with cash on hand, to
repay at maturity $1,250 million in principal amount of our outstanding 1.400% Senior Notes
due 2019, $750 million in principal amount of our outstanding 1.800% Senior Notes due
2019 and $700 million in principal amount of our outstanding

S-2
Table of Contents
Floating Rate Senior Notes due 2019, all of which debt securities mature on October 30,

2019. See "Use of Proceeds" 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.

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

Trustee
Deutsche Bank Trust Company Americas.

Calculation Agent for Floating Rate Notes
Deutsche Bank Trust Company Americas, until such time as Honeywell may appoint a
successor calculation agent.

Risk Factors
For a discussion of factors you should carefully consider before deciding to purchase the
notes, see "Risk Factors" beginning on page S-4 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, 2018 and our quarterly reports on Form 10-Q for the quarters ended March 31,
2019 and June 30, 2019 filed with the SEC and incorporated by reference into this prospectus
supplement.
https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

424B5

S-3
Table of Contents
RISK FACTORS
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

S-4
Table of Contents
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
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:

https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

424B5

·
time remaining to the maturity of the notes;

·
outstanding amount of the notes;

·
the terms related to optional redemption of the fixed rate 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.
The floating rate notes bear additional risks
The floating rate notes bear interest at a floating rate, and accordingly carry significant risks not associated with conventional fixed rate debt
securities. These risks include fluctuation of the interest rates and the possibility that you will receive an amount of interest that is lower than expected. We
have no control over a number of matters, including economic, financial and political events, that are important in determining the existence, magnitude and
longevity of these risks and their results.
Uncertainty relating to the calculation of USD London Interbank Offered Rate ("LIBOR") and other reference rates and their potential
discontinuance may materially adversely affect the value of the floating rate notes
National and international regulators and law enforcement agencies have conducted investigations into a number of rates or indices which are deemed
to be "reference rates." Actions by such regulators and law enforcement agencies may result in changes to the manner in which certain reference rates are
determined, their discontinuance, or the establishment of alternative reference rates. In particular, on July 27, 2017, the Chief Executive of the U.K.
Financial Conduct Authority (the "FCA"), which regulates USD LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates
for the calculation of USD LIBOR after 2021. Such announcement indicates that the continuation of USD LIBOR on the current basis cannot and will not
be guaranteed after 2021. Notwithstanding the foregoing, it appears highly likely that USD LIBOR will be discontinued or modified by 2021, which is
prior to the maturity date of the floating rate notes.
At this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to USD LIBOR or any
other reference rate, or the establishment of alternative reference rates may have on USD LIBOR, other benchmarks or floating rate debt securities,
including the floating rate notes. Uncertainty as to the nature of such potential discontinuance, modification, alternative reference rates or other reforms
may materially adversely affect the trading market for securities linked to such benchmarks, including the floating rate notes. Furthermore, the use of
alternative reference rates or other reforms could cause the interest rate calculated for the floating rate notes to be materially different than expected.
If it is determined that USD LIBOR has been discontinued and an alternative reference rate for three-month USD LIBOR is used as described in
"Description of Notes--Interest--Floating Rate Notes", Honeywell (or our designee, which may be the calculation agent, a successor calculation agent, or
such other designee of ours (any of such entities, a "Designee")) may make certain adjustments to such rate, including applying a spread thereon or with
respect to the business day convention, interest determination dates and related provisions and definitions, to make such alternative reference rate
comparable to three-month USD LIBOR, in a manner that is consistent with industry-accepted practices or applicable regulatory or legislative actions or
guidance for such

S-5
Table of Contents
alternative reference rate. See "Description of Notes--Interest--Floating Rate Notes". Any of the specified methods of determining floating rate alternative
reference rates or the permitted adjustments to such rates may result in interest payments on your floating rate notes that are lower than or that do not
otherwise correlate over time with the payments that would have been made on the floating rate notes if published USD LIBOR continued to be available.
Other floating rate debt securities issued by other issuers, by comparison, may be subject in similar circumstances to different procedures for the
establishment of alternative reference rates. Any of the foregoing may have a material adverse effect on the amount of interest payable on your floating rate
notes, or the market liquidity and market value of your floating rate notes.
Interest on the floating rate notes will be calculated using a Benchmark Replacement selected by Honeywell or our Designee if a Benchmark
Transition Event occurs.
As described in detail in the section "Description of the Notes--Interest--Floating Rate Notes--Effect of Benchmark Transition Event" (the
"benchmark transition provisions"), if during the term of the floating rate notes, Honeywell (or our Designee) determines that a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to USD LIBOR, Honeywell (or our Designee) in its sole discretion will
select a Benchmark Replacement as the base rate in accordance with the benchmark transition provisions. The Benchmark Replacement will include a
spread adjustment and technical, administrative or operational changes described in the benchmark transition provisions may be made to the interest rate
determination if Honeywell (or our Designee) determines in its sole discretion they are required.
https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

424B5
The interests of Honeywell (or our Designee) in making the determinations described above may be adverse to your interests as a holder of the
floating rate notes. The selection of a Benchmark Replacement, and any decisions made by Honeywell (or our Designee) in connection with implementing
a Benchmark Replacement with respect to the floating rate notes, could result in adverse consequences to the applicable interest rate on the floating rate
notes, which could adversely affect the return on, value of and market for such securities. Further, there is no assurance that the characteristics of any
Benchmark Replacement will be similar to USD LIBOR or that any Benchmark Replacement will produce the economic equivalent of USD LIBOR.
The Secured Overnight Financing Rate ("SOFR") is a relatively new market index and as the related market continues to develop, there may be
an adverse effect on the return on or value of the floating rate notes.
If a Benchmark Transition Event and its related Benchmark Replacement Date occur, then the rate of interest on the floating rate notes will be
determined using SOFR (unless a Benchmark Transition Event and its related Benchmark Replacement Date also occur with respect to the Benchmark
Replacements that are linked to SOFR, in which case the rate of interest will be based on the next-available Benchmark Replacement). In the following
discussion of SOFR, when we refer to SOFR-linked notes or debt securities, we mean the floating rate notes at any time when the rate of interest on those
notes or debt securities is or will be determined based on SOFR.
The Benchmark Replacements specified in the benchmark transition provisions include Term SOFR, a forward-looking term rate which will be
based on the Secured Overnight Financing Rate. Term SOFR is currently being developed under the sponsorship of the Federal Reserve Bank of New York
(the "NY Federal Reserve"), and there is no assurance that the development of Term SOFR will be completed. If a Benchmark Transition Event and its
related Benchmark Replacement Date occur with respect to USD LIBOR and, at that time, a form of Term SOFR has not been selected or recommended by
the Federal Reserve Board, the NY Federal Reserve, a committee thereof or successor thereto, then the next-available Benchmark Replacement under the
benchmark transition provisions will be used to determine the amount of interest payable on the floating rate notes for the next applicable interest period
and all subsequent interest periods (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to that next-
available Benchmark Replacement).

S-6
Table of Contents
These replacement rates and adjustments may be selected or formulated by (i) the Relevant Governmental Body (as defined in the benchmark
transition provisions) (such as the Alternative Reference Rates Committee of the NY Federal Reserve), (ii) the International Swaps and Derivatives
Association, Inc., or (iii) in certain circumstances, Honeywell (or our Designee). In addition, the benchmark transition provisions expressly authorize
Honeywell (or our Designee) to make Benchmark Replacement Conforming Changes with respect to, among other things, the determination of interest
periods and the timing and frequency of determining rates and making payments of interest. The application of a Benchmark Replacement and Benchmark
Replacement Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the amount of
interest payable on the floating rate notes, which could adversely affect the return on, value of and market for the floating rate notes. Further, there is no
assurance that the characteristics of any Benchmark Replacement will be similar to the then-current Benchmark that it is replacing, or that any Benchmark
Replacement will produce the economic equivalent of the then-current Benchmark that it is replacing.
The NY Federal Reserve began to publish SOFR in April 2018. Although the NY Federal Reserve has also begun publishing historical indicative
SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and approximations. You should not rely on any
historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the initial publication of SOFR, daily changes in the rate
have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. As a result, the return on and value of SOFR-linked
debt securities may fluctuate more than floating rate debt securities that are linked to less volatile rates.
Also, since SOFR is a relatively new market index, SOFR-linked debt securities likely will have no established trading market when issued, and an
established trading market may never develop or may not be very liquid. Market terms for debt securities indexed to SOFR, such as the spread over the
index reflected in interest rate provisions, may evolve over time, and trading prices of the floating rate notes may be lower than those of later-issued
SOFR-linked debt securities as a result. Similarly, if SOFR does not prove to be widely used in securities like the floating rate notes, the trading price of
those securities may be lower than those of debt securities linked to rates that are more widely used. Debt securities indexed to SOFR may not be able to
be sold or may not be able to be sold at prices that will provide a yield comparable to similar investments that have a developed secondary market, and
may consequently suffer from increased pricing volatility and market risk.
The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and
disclaimers, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of
SOFR at any time without notice. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially
adverse to you as a holder of floating rate notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or
discontinuance may result in a reduction or elimination of the amount of interest payable on the floating rate notes and a reduction in their trading prices.

S-7
https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

424B5
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $2.68 billion, after deducting the underwriting discount and
estimated offering expenses payable by us. We intend to use the net proceeds of this offering, together with cash on hand, to repay at maturity $1,250
million in principal amount of our outstanding 1.400% Senior Notes due 2019 and $750 million in principal amount of our outstanding 1.800% Senior
Notes due 2019 (the "2019 Fixed Rate Notes") and $700 million in principal amount of our outstanding Floating Rate Senior Notes due 2019 (the "2019
Floating Rate Notes" and together with the 2019 Fixed Rate Notes, the "2019 Notes"), all of which debt securities mature on October 30, 2019. Pending
their use, the net proceeds from this offering may be invested temporarily in short-term marketable securities or used to reduce outstanding short-term
borrowings.

S-8
Table of Contents
DESCRIPTION OF THE NOTES
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.
General
We are offering $600,000,000 aggregate principal amount of our 2022 fixed rate notes, $600,000,000 aggregate principal amount of our 2022 floating
rate notes, $750,000,000 aggregate principal amount of our 2024 fixed rate notes, and $750,000,000 aggregate principal amount of our 2029 fixed rate
notes.
Each series of notes will be issued as separate series under the Indenture. The 2022 fixed rate notes will mature on August 8, 2022, the 2022 floating
rate notes will mature on August 8, 2022, the 2024 fixed rate notes will mature on August 15, 2024, and the 2029 fixed rate notes will mature on
August 15, 2029 .
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.
Ranking
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.
Interest
The notes will bear interest from August 8, 2019.
https://www.sec.gov/Archives/edgar/data/773840/000119312519211023/d781525d424b5.htm[8/2/2019 9:14:29 AM]

Document Outline

#1">
- #1">