Obligation Honeywell Global 1.35% ( US438516CB04 ) en USD

Honeywell Global

99.35 % ▲

Etas-Unis

US438516CB04 ( en USD )

1.35% par an ( paiement semestriel )

01/06/2025 - Obligation échue

Prospectus brochure de l'obligation Honeywell International US438516CB04 en USD 1.35%, échue

2 000 USD

1 250 000 000 USD

438516CB0

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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 US438516CB04, paye un coupon de 1.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2025

L'Obligation émise par Honeywell Global ( Etas-Unis ) , en USD, avec le code ISIN US438516CB04, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Honeywell Global ( Etas-Unis ) , en USD, avec le code ISIN US438516CB04, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-228729

Maximum
Maximum
Amount of
Title of each class of
Amount to
offering price
aggregate
registration
securities to be registered

be registered

per security
offering price

fee(1)

1.350% Senior Notes due 2025
$ 1,250,000,000
99.990%
$ 1,249,875,000
$162,233.78

1.950% Senior Notes due 2030
$ 1,000,000,000
99.891%
$ 998,910,000
$129,658.52

2.800% Senior Notes due 2050
$ 750,000,000
99.275%
$ 744,562,500
$ 96,644.21

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee for this offering is
$388,536.51.

Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 10, 2018)
$3,000,000,000
HONEYWELL INTERNATIONAL INC.
$1,2500,000,000 1.350% Senior Notes Due 2025
$1,000,000,000 1.950% Senior Notes Due 2030
$750,000,000 2.800% Senior Notes Due 2050
We are offering $1,250,000,000 aggregate principal amount of our fixed rate notes due 2025 (the "2025 fixed rate notes"),
$1,000,000,000 aggregate principal amount of our fixed rate notes due 2030 (the "2030 fixed rate notes") and $750,000,000 aggregate
principal amount of our fixed rate notes due 2050 (the "2050 fixed rate notes"). We refer to the 2025 fixed rate notes, the 2030 fixed rate
notes and the 2050 fixed rate notes collectively as the "notes."
The 2025 fixed rate notes will mature on June 1, 2025, the 2030 fixed rate notes will mature on June 1, 2030 and the 2050 fixed rate
notes will mature on June 1, 2050. We will pay interest on each series of the notes semiannually in arrears on June 1 and December 1 of
each year starting on December 1, 2020. The 2025 fixed rate notes will bear interest at the rate of 1.350% per annum, the 2030 fixed rate
notes will bear interest at the rate of 1.950% per annum and the 2050 fixed rate notes will bear interest at the rate of 2.800% per annum.
We may redeem any series of the 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."
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.

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

Per 2025 Fixed Rate Note

99.990%

0.350%

99.640%

Total
$1,249,875,000
$4,375,000
$1,245,500,000

Per 2030 Fixed Rate Note

99.891%

0.450%

99.441%

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Total
$ 998,910,000
$4,500,000
$ 994,410,000

Per 2050 Fixed Rate Note

99.275%

0.875%

98.400%

Total
$ 744,562,500
$6,562,500
$ 738,000,000

(1)
Plus accrued interest, if any, from May 18, 2020 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 May 18, 2020.

Joint Book-Running Managers
BofA Securities

Citigroup

J.P. Morgan

Wells Fargo Securities
Deutsche Bank Securities

Mizuho Securities

Morgan Stanley

SMBC Nikko
Senior Co-Managers
BNP PARIBAS

Goldman Sachs & Co. LLC

Santander
TD Securities

UniCredit Capital Markets

SOCIETE GENERALE
Co-Managers

US Bancorp

Credit Agricole CIB

The date of this prospectus supplement is May 14, 2020.

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-7

DESCRIPTION OF THE NOTES
S-8

S-
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
12

S-
UNDERWRITING
14

S-
LEGAL MATTERS
19

S-
EXPERTS
19

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

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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

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 accompanying 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-14 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
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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 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, 2019, filed with the SEC on February 14, 2020, including the
information specifically incorporated by reference on Form 10-K from our Definitive Proxy Statement filed with the SEC pursuant to
Section 14 of the Exchange Act on March 12, 2020;

· Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 1, 2020; and

· Our Current Reports on Form 8-K filed with the SEC on February 28, 2020, March 10, 2020, March 31, 2020, April 10, 2020, April
29, 2020 and May 14, 2020.
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.
300 South Tryon Street
Charlotte, North Carolina 28202
Attention: Investor Relations Department
(704) 627-6200
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 economic and industry 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, including the impact of the coronavirus pandemic
(COVID-19), which can affect our performance and financial results 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,
without limitation, 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, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, 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, 2019, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020
and in our other filings with the SEC.
S-iv

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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 300 South Tryon Street, Charlotte, North Carolina 28202. Its main telephone
number is (704) 627-6200.
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-8 of this prospectus supplement.

Issuer

Honeywell International Inc., a Delaware corporation.

Notes Offered

$1,250,000,000 aggregate principal amount of 2025 fixed rate notes.
$1,000,000,000 aggregate principal amount of 2030 fixed rate notes.
$750,000,000 aggregate principal amount of 2050 fixed rate notes.

Maturity Dates

The 2025 fixed rate notes will mature on June 1, 2025, the 2030 fixed rate
notes will mature on June 1, 2030 and the 2050 fixed rate notes will mature on
June 1, 2050.

Interest Rates

The 2025 fixed rate notes will bear interest from May 18, 2020 at the rate of
1.350% per annum, payable semiannually in arrears, the 2030 fixed rate notes
will bear interest from May 18, 2020 at the rate of 1.950% per annum,
payable semiannually in arrears, and the 2050 fixed rate notes will bear
interest from May 18, 2020 at the rate of 2.800% per annum, payable
semiannually in arrears.

Interest Payment Dates

We will pay interest on the notes semiannually on June 1 and December 1 of
each year starting on December 1, 2020.

Optional Redemption

The 2025 fixed rate notes may be redeemed at our option, in whole or in part,
at any time prior to May 1, 2025 (the date that is one month prior to the
maturity date), the 2030 fixed rate notes may be redeemed at our option, in
whole or in part, at any time prior to March 1, 2030 (the date that is three
months prior to the maturity date) and the 2050 fixed rate notes may be
redeemed at our option, in whole or in part, at any time prior to December 1,
2049 (the date that is six months prior to the maturity date), at "make-whole"
redemption prices as provided herein. In the case of any such redemption, we
will also pay accrued and unpaid interest, if any, to the redemption date.

S-1

Table of Contents

At any time on or after May 1, 2025 (the date that is one month prior to the
maturity date) with respect to the 2025 fixed rate notes, at any time on or after
March 1, 2030 (the date that is three months prior to the maturity date) with
respect to the 2030 fixed rate notes, at any time on or after December 1, 2049
(the date that is six months prior to the maturity date) with respect to the 2050
fixed rate notes, we may also redeem the respective series of the notes, in
whole or in part, at a redemption price equal to 100% of the principal amount
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of the notes being redeemed, plus 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" in
this prospectus supplement.

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 and the
Second Supplemental Indenture dated as of March 10, 2020, 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

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, societe 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 of this offering for general corporate
purposes. Following the completion of this offering, we intend to permanently
reduce the undrawn commitments under our Delayed Draw Term Loan
Agreement entered into on March 26, 2020 by an amount equal to the
aggregate principal amount of the notes issued hereby. See "Use of Proceeds"
in this prospectus supplement.

S-2

Table of Contents

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.

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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-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, 2019 and our quarterly report on Form 10-Q for the quarter
ended March 31, 2020 filed with the SEC and incorporated by reference into
this prospectus supplement.
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 and our most recent quarterly
report on Form 10-Q 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.
Risks Related to Our Business
The global COVID-19 coronavirus pandemic and related impacts may adversely affect our business, financial condition, results of
operations, liquidity, and cash flow.
The risk factors included or incorporated by reference in this prospectus supplement and the accompanying prospectus, as previously
set forth in our quarterly report on Form 10-Q for the quarter ended March 31, 2020, encompass, among other things, current market
conditions due to the novel coronavirus (COVID-19) pandemic. The global spread of the COVID-19 pandemic has created significant
volatility, uncertainty and economic disruption. The extent to which the COVID-19 pandemic impacts our business, operations and financial
results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration, scope and severity
of the pandemic; governmental, business and individual decisions and actions; the impact of the pandemic on economic activity; and the
extent to which we or our employees, customers, suppliers, service providers or other business partners may be prevented from conducting
normal business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental
authorities. These factors could, among other things, disrupt the purchasing and payment behaviors of our customers and their end-users;
our operations, including our manufacturing activities, the shipment of our products, and the performance of our suppliers and service
providers; and our liquidity and cash flow.

· Customer Risk. Existing and potential customers and their end-users may choose to reduce or delay spending. In particular, lower
demand for air travel may continue to cause our customers to delay spending in connection with the manufacturing, repair, overhaul
or servicing of aircraft. Customers may also attempt to renegotiate contracts and obtain concessions, face financial constraints on their
ability to make payments to us on a timely basis or at all, or discontinue their business operations, and we may be required to
discount the pricing of our products, all of which may materially and negatively impact our operating results, financial condition and
prospects. In addition, unfavorable customer site conditions, such as closure of or access restrictions to customer facilities, and
disruptions to our customers' third-party logistics, warehousing, inventory management and distribution services may limit our ability
to sell products and provide services.

· Operations Risk. The closure of our facilities, restrictions inhibiting our employees' ability to access those facilities, and disruptions
to the ability of our suppliers or service providers to deliver goods or services to us (including as a result of supplier facility closures
or access restrictions, disruptions to their supply chains, and supplier liquidity or bankruptcy risk) could disrupt our ability to provide
our services and solutions and result in, among other things, terminations of customer contracts and losses of revenue. Because the
COVID-19 pandemic could adversely affect our near-term and long-term revenues, earnings, liquidity and cash flows, we have begun
to take and may be required to continue taking significant cost actions, including but not limited to reducing discretionary expenses
(such as non-essential travel, contractors, and consultants), reducing hiring, canceling annual merit increases; reducing executive and
board of director pay, reducing work schedules across the enterprise, shortening or staggering work schedules to match production
with demand, and reducing staffing levels. Remote work and increased frequency of cybersecurity attacks, including phishing and
malware attempts that utilize COVID-19-related strategies, increase the risk of a material cybersecurity incident that could result in
the loss of proprietary or personal data, render us
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more vulnerable to future cybersecurity attacks, disrupt our operations, or otherwise cause us reputational or financial harm.

· Liquidity and Cash Flow Risk. Because of the customer and operations risk described above, our business may not continue to
generate sufficient cash flow from operations in the future to service our debt and make necessary capital expenditures. If we are
unable to generate such cash flow, we may need to use existing cash balances to service our debt, and if such balances are
insufficient, then we may be required to adopt one or more alternatives, such as selling assets, restructuring of existing debt, issuing
new debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our
indebtedness will depend on the capital markets and our financial condition at such time.
The scope and impact of the COVID-19 pandemic is changing rapidly, and additional impacts may arise. A sustained or prolonged COVID-
19 outbreak could exacerbate the negative impacts described above, and the resumption of normal business operations may be delayed or
constrained by lingering effects on our suppliers, third-party service providers, and/or customers. These effects, alone or taken together,
could further impact each of the risks described in this prospectus supplement or incorporated by reference from our Annual Report on
Form 10-K for the year ended December 31, 2019.
Concentrations of credit, counterparty and market risk may adversely affect our results of operations and financial condition.
We maintain long-term contract relationships with many of our customers, suppliers, and other counterparties. While we monitor the
financial health of these counterparties, we are exposed to credit and market risks of such counterparties, including those concentrated in the
same or similar industries and geographic regions. Changes in economic conditions could lead to concerns about the creditworthiness of
counterparties in the same or similar industry or geography, impacting our ability to renew our long-term contract arrangements or collect
amounts due under these arrangements. Among other factors, changes in economic conditions could also result in the credit deterioration or
insolvency of a significant counterparty. For example, in Note 1 to its Consolidated Interim Financial Statements and elsewhere in its
Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2020, Garrett Motion Inc. ("Garrett")
disclosed certain conditions and events which it indicated raise substantial doubt as to Garrett's ability to continue as a going concern.
Should any of these occur, it could adversely impact Garrett's ability to perform under the indemnification and reimbursement agreement
between Honeywell and a Garrett subsidiary.
Risks Relating to the Notes
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.
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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 mortgages and limitation on
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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 of any series and we do not intend to apply for listing of the notes of any series on any
securities exchange or any automated quotation system. Accordingly, there can be no assurance that a trading market for the notes of any
series will ever develop or will be maintained. Further, there can be no assurance as to the liquidity of any market that may develop for any
series of 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 each
series 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:

· time remaining to the maturity of the applicable series of the notes;

· outstanding amount of the applicable series of the notes;

· the terms related to optional redemption of the applicable series 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 each series of the notes, but they are not obligated to
do so and may cease market making at any time without notice.
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USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $2.97 billion, after deducting the underwriting
discount and estimated offering expenses payable by us.
We intend to use the net proceeds of this offering for general corporate purposes.
Following the completion of this offering, we intend to permanently reduce the undrawn commitments under our Delayed Draw Term
Loan Agreement entered into on March 26, 2020 by an amount equal to the aggregate principal amount of the notes issued hereby.
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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.
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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 $1,250,000,000 aggregate principal amount of our 2025 fixed rate notes, $1,000,000,000 aggregate principal amount of
our 2030 fixed rate notes and $750,000,000 aggregate principal amount of our 2050 fixed rate notes.
Each series of the notes will be issued as separate series under the Indenture. The 2025 fixed rate notes will mature on June 1, 2025, the
2030 fixed rate notes will mature on June 1, 2030 and the 2050 fixed rate notes will mature on June 1, 2050.
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 2025 fixed rate notes will bear interest at a fixed rate of 1.350% per annum, the 2030 fixed rate notes will bear interest at a fixed
rate of 1.950% per annum and the 2050 fixed rate notes will bear interest at a fixed rate of 2.800% per annum. Interest on the notes will
accrue from May 18, 2020, or from the most recent interest payment date to which interest has been paid or provided for, to but excluding
the relevant interest payment date. We will make interest payments on the notes semiannually in arrears on June 1 and December 1 of each
year, beginning on December 1, 2020, to the person in whose name such notes are registered at the close of business on the immediately
preceding May 15 or November 15, as applicable. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day
months.
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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 next
succeeding business day, and no interest on such payment shall accrue for the period from and after such interest payment date.
Optional Redemption
The 2025 fixed rate notes will be redeemable at our option, in whole or in part, at any time prior to May 1, 2025 (the date that is one
month prior to the maturity date (the "2025 Par Call Date")), the 2030 fixed rate notes will be redeemable at our option, in whole or in part,
at any time prior to March 1, 2030 (the date that is three months prior to the maturity date (the "2030 Par Call Date")) and the 2050 fixed
rate notes will be redeemable at our option, in whole or in part, at any time prior to December 1, 2049 (the date that is six months prior to
the maturity date (the "2050 Par Call Date")). The redemption price with respect to the 2025 fixed rate notes, the 2030 fixed rate notes and
the 2050 fixed rate notes will be equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of
the present values of the Remaining Scheduled Payments on such notes that would be due if such notes matured on the 2025 Par Call Date,
the 2030 Par Call Date or the 2050 Par Call Date, as applicable (not including the amount, if any, of accrued and unpaid interest to, but not
including, the date of redemption), discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus 20 basis points for the 2025 fixed rate notes, plus 25 basis
points for the 2030 fixed rate notes and plus 25 basis points for the 2050 fixed rate notes, in each case of (1) and (2), plus accrued and
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