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 NotesInterestFloating 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 NotesOptional 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.
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Public Offering
Price (1)
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Underwriting
Discount
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Proceeds, before
expenses, to
Honeywell
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Per 2022 Fixed Rate Note
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99.899
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%
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0.25
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%
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99.649
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%
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Total
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$
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599,394,000
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$
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1,500,000
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$
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597,894,000
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Per 2022 Floating Rate Note
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100.000
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%
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0.25
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%
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99.750
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%
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Total
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$
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600,000,000
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$
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1,500,000
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$
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598,500,000
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Per 2024 Fixed Rate Note
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99.793
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%
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0.35
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%
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99.443
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%
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Total
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$
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748,447,500
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$
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2,625,000
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$
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745,822,500
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Per 2029 Fixed Rate Note
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99.643
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%
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0.45
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%
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99.193
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%
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Total
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$
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747,322,500
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$
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3,375,000
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$
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743,947,500
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(1)
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Plus accrued interest, if any, from August 8, 2019 if settlement occurs after that date.
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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
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Deutsche Bank Securities
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J.P. Morgan
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Morgan Stanley
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Wells Fargo Securities
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Co-Managers
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BofA Merrill Lynch
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Barclays
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Citigroup
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Goldman Sachs & Co. LLC
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Academy Securities
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BBVA
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BNP PARIBAS
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HSBC
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ICBC Standard Bank
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Mizuho Securities
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NatWest Markets
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RBC Capital Markets Santander
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SOCIETE GENERALE
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SMBC Nikko
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Standard Chartered Bank
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TD Securities
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UniCredit Capital Markets
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U.S. Bancorp
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The Williams Capital Group, L.P.
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The date of this prospectus supplement is July 30, 2019.