Filed Pursuant to Rule 433
Registration Statement No. 333-208501
October 24, 2016
Honeywell International Inc.
Pricing Term Sheet
Floating Rate Senior Notes due 2019
| Issuer: | Honeywell International Inc. |
| Security Type: | Senior Unsecured |
| Offering Format: | SEC Registered |
| Principal Amount: | $250,000,000 |
| Coupon: | Floating: Three-month USD LIBOR plus 0.280% per annum |
| Stated Maturity Date: | October 30, 2019 |
| Issue Price: | 100.000% |
| Trade Date: | October 24, 2016 |
| Original Issue/Settlement Date:* | October 31, 2016 (T+5) |
| Interest Payment Dates: | January 30, April 30, July 30 and October 30 of each year, commencing January 30, 2017 |
| Redemption: | The Floating Rate Senior Notes due 2019 shall not be redeemable prior to their maturity. |
| CUSIP/ISIN: | 438516 BK1 / US438516BK12 |
| Expected Ratings:** | A2/A/A |
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC |
| Senior Co-Managers: |
Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| Co-Managers: |
BBVA Securities Inc. ICBC Standard Bank Plc RBC Capital Markets, LLC RBS Securities Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc.
|
*We expect that delivery of the notes will be made to investors on or about October 31, 2016, which will be the fifth business day following the date of this final term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of the prospectus supplement or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of the prospectus supplement or the next succeeding business day should consult their advisors.
**Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus and the accompanying prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the accompanying prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the accompanying prospectus supplement if you request it by calling Deutsche Bank Securities Inc. at (800) 503-4611 (toll free), J.P. Morgan Securities LLC at (866) 803-9204 (toll free) Morgan Stanley & Co. LLC at (866) 718-1649 (toll free), or Wells Fargo Securities, LLC at (800) 645-3751 (toll free).
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Honeywell International Inc.
Pricing Term Sheet
1.400% Senior Notes due 2019
| Issuer: | Honeywell International Inc. |
| Security Type: | Senior Unsecured |
| Offering Format: | SEC Registered |
| Principal Amount: | $1,250,000,000 |
| Coupon: | 1.400% |
| Stated Maturity Date: | October 30, 2019 |
| Issue Price: | 99.921% |
| Yield to Maturity: | 1.427% |
| US Treasury Benchmark: | 1.000% due October 15, 2019 |
| US Treasury Yield: | 0.997% |
| Spread to US Treasury: | + 43 bps |
| Trade Date: | October 24, 2016 |
| Original Issue/Settlement Date:* | October 31, 2016 (T+5) |
| Interest Payment Dates: | April 30 and October 30 of each year, commencing April 30, 2017 |
| Redemption: | Make-whole call at T+10 basis points |
| CUSIP/ISIN: | 438516 BJ4 / US438516BJ49 |
| Expected Ratings:** | A2/A/A |
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC |
| Senior Co-Managers: |
Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| Co-Managers: |
BBVA Securities Inc. ICBC Standard Bank Plc RBC Capital Markets, LLC RBS Securities Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc.
|
*We expect that delivery of the notes will be made to investors on or about October 31, 2016, which will be the fifth business day following the date of this final term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of the prospectus supplement or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of the prospectus supplement or the next succeeding business day should consult their advisors.
**Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus and the accompanying prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the accompanying prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the accompanying prospectus supplement if you request it by calling Deutsche Bank Securities Inc. at (800) 503-4611 (toll free), J.P. Morgan Securities LLC at (866) 803-9204 (toll free) Morgan Stanley & Co. LLC at (866) 718-1649 (toll free), or Wells Fargo Securities, LLC at (800) 645-3751 (toll free).
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Honeywell International Inc.
Pricing Term Sheet
1.850% Senior Notes due 2021
| Issuer: | Honeywell International Inc. |
| Security Type: | Senior Unsecured |
| Offering Format: | SEC Registered |
| Principal Amount: | $1,500,000,000 |
| Coupon: | 1.850% |
| Stated Maturity Date: | November 1, 2021 |
| Issue Price: | 99.995% |
| Yield to Maturity: | 1.851% |
| US Treasury Benchmark: | 1.125% due September 30, 2021 |
| US Treasury Yield: | 1.271% |
| Spread to US Treasury: | + 58 bps |
| Trade Date: | October 24, 2016 |
| Original Issue/Settlement Date:* | October 31, 2016 (T+5) |
| Interest Payment Dates: | May 1 and November 1 of each year, commencing May 1, 2017 |
| Redemption: | Prior to October 1, 2021, make-whole call at T+10 basis points; par call on and after October 1, 2021 |
| CUSIP/ISIN: | 438516 BM7 / US438516BM77 |
| Expected Ratings:** | A2/A/A |
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC |
| Senior Co-Managers: |
Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| Co-Managers: |
BBVA Securities Inc. ICBC Standard Bank Plc RBC Capital Markets, LLC RBS Securities Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc.
|
*We expect that delivery of the notes will be made to investors on or about October 31, 2016, which will be the fifth business day following the date of this final term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of the prospectus supplement or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of the prospectus supplement or the next succeeding business day should consult their advisors.
**Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus and the accompanying prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the accompanying prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the accompanying prospectus supplement if you request it by calling Deutsche Bank Securities Inc. at (800) 503-4611 (toll free), J.P. Morgan Securities LLC at (866) 803-9204 (toll free) Morgan Stanley & Co. LLC at (866) 718-1649 (toll free), or Wells Fargo Securities, LLC at (800) 645-3751 (toll free).
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
Honeywell International Inc.
Pricing Term Sheet
2.500% Senior Notes due 2026
| Issuer: | Honeywell International Inc. |
| Security Type: | Senior Unsecured |
| Offering Format: | SEC Registered |
| Principal Amount: | $1,500,000,000 |
| Coupon: | 2.500% |
| Stated Maturity Date: | November 1, 2026 |
| Issue Price: | 99.640% |
| Yield to Maturity: | 2.541% |
| US Treasury Benchmark: | 1.500% due August 15, 2026 |
| US Treasury Yield: | 1.761% |
| Spread to US Treasury: | + 78 bps |
| Trade Date: | October 24, 2016 |
| Original Issue/Settlement Date:* | October 31, 2016 (T+5) |
| Interest Payment Dates: | May 1 and November 1 of each year, commencing May 1, 2017 |
| Redemption: | Prior to August 1, 2026, make-whole call at T+15 basis points; par call on and after August 1, 2026 |
| CUSIP/ISIN: | 438516BL9 / US438516BL94 |
| Expected Ratings:** | A2/A/A |
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC |
| Senior Co-Managers: |
Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| Co-Managers: |
BBVA Securities Inc. ICBC Standard Bank Plc RBC Capital Markets, LLC RBS Securities Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank
|
*We expect that delivery of the notes will be made to investors on or about October 31, 2016, which will be the fifth business day following the date of this final term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of the prospectus supplement or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of the prospectus supplement or the next succeeding business day should consult their advisors.
**Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus and the accompanying prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the accompanying prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the accompanying prospectus supplement if you request it by calling Deutsche Bank Securities Inc. at (800) 503-4611 (toll free), J.P. Morgan Securities LLC at (866) 803-9204 (toll free) Morgan Stanley & Co. LLC at (866) 718-1649 (toll free), or Wells Fargo Securities, LLC at (800) 645-3751 (toll free).
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.