Filed Pursuant to Rule 424(b)(5)
Registration No. 333-260437
PROSPECTUS SUPPLEMENT
(To Prospectus dated
October 22, 2021)
$4,150,000,000
HONEYWELL INTERNATIONAL INC.
$500,000,000 4.875% Senior Notes due 2029
$500,000,000 4.950% Senior Notes due 2031
$750,000,000 5.000% Senior Notes due 2035
$1,750,000,000 5.250% Senior Notes due 2054
$650,000,000 5.350% Senior Notes due 2064
We are offering
$500,000,000 aggregate principal amount of our fixed rate notes due 2029 (the 2029 fixed rate notes), $500,000,000 aggregate principal amount of our fixed rate notes due 2031 (the 2031 fixed rate notes), $750,000,000
aggregate principal amount of our fixed rate notes due 2035 (the 2035 fixed rate notes), $1,750,000,000 aggregate principal amount of our fixed rate notes due 2054 (the 2054 fixed rate notes) and $650,000,000 aggregate
principal amount of our fixed rate notes due 2064 (the 2064 fixed rate notes). We refer to the 2029 fixed rate notes, the 2031 fixed rate notes, the 2035 fixed rate notes, the 2054 fixed rate notes and the 2064 fixed rate notes as the
notes.
The 2029 fixed rate notes will mature on September 1, 2029, the 2031 fixed rate notes will mature on September 1, 2031,
the 2035 fixed rate notes will mature on March 1, 2035, the 2054 fixed rate notes will mature on March 1, 2054 and the 2064 fixed rate notes will mature on March 1, 2064. We will pay interest on the 2029 fixed rate notes, 2031 fixed rate notes,
2035 fixed rate notes, 2054 fixed rate notes and 2064 fixed rate notes semiannually in arrears on March 1 and September 1 of each year starting on September 1, 2024. The 2029 fixed rate notes will bear interest at the rate of 4.875% per annum,
the 2031 fixed rate notes will bear interest at the rate of 4.950% per annum, the 2035 fixed rate notes will bear interest at the rate of 5.000% per annum, the 2054 fixed rate notes will bear interest at the rate of 5.250% per annum and the 2064
fixed rate notes will bear interest at the rate of 5.350% 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 NotesOptional 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-5 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 2029 Fixed Rate Note |
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100.000 |
% |
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0.350 |
% |
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99.650 |
% |
Total |
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$ |
500,000,000 |
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$ |
1,750,000 |
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$ |
498,250,000 |
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Per 2031 Fixed Rate Note |
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99.820 |
% |
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0.400 |
% |
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|
99.420 |
% |
Total |
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$ |
499,100,000 |
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$ |
2,000,000 |
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$ |
497,100,000 |
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Per 2035 Fixed Rate Note |
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99.624 |
% |
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0.450 |
% |
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99.174 |
% |
Total |
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$ |
747,180,000 |
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$ |
3,375,000 |
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$ |
743,805,000 |
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Per 2054 Fixed Rate Note |
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99.775 |
% |
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0.800 |
% |
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98.975 |
% |
Total |
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$ |
1,746,062,500 |
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$ |
14,000,000 |
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$ |
1,732,062,500 |
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Per 2064 Fixed Rate Note |
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99.754 |
% |
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0.850 |
% |
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98.904 |
% |
Total |
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$ |
648,401,000 |
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$ |
5,525,000 |
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$ |
642,876,000 |
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(1) |
Plus accrued interest, if any, from March 1, 2024 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 March 1, 2024, which is the fourth business day following the date of this prospectus supplement (the settlement cycle being referred to as T+4).
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+4, 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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BofA Securities |
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Goldman Sachs & Co. LLC |
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J.P. Morgan |
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Morgan Stanley |
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Wells Fargo Securities |
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Citigroup |
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Deutsche Bank Securities |
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Mizuho |
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SMBC Nikko |
Senior Co-Managers
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BBVA |
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BNP PARIBAS |
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Santander |
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SOCIETE
GENERALE |
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TD Securities |
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UniCredit Capital Markets |
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US Bancorp |
Co-Managers
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Academy Securities |
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Barclays |
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Credit Agricole CIB |
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HSBC |
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ICBC Standard |
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NatWest Markets |
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RBC Capital Markets |
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Scotiabank |
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Standard Chartered Bank |
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The date of this prospectus supplement is February 26, 2024.