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HONEYWELL INTERNATIONAL INC.
OFFERS TO PURCHASE FOR CASH
Outstanding Securities Listed in Table 1 Below
for an Aggregate Purchase Price of up to $3,750,000,000
Outstanding Securities Listed in Table 2 Below
for an Aggregate Purchase Price of up to €1,250,000,000
THE TENDER OFFER FOR THE SECURITIES LISTED IN TABLE 1 BELOW (COLLECTIVELY, THE “DOLLAR SECURITIES”) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON APRIL 3, 2026 AND THE TENDER OFFER FOR THE SECURITIES LISTED IN TABLE 2 BELOW (COLLECTIVELY, THE “EURO SECURITIES” AND, TOGETHER WITH THE
DOLLAR SECURITIES, THE “SECURITIES”) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 7, 2026, UNLESS EXTENDED OR EARLIER TERMINATED BY US
IN RESPECT OF A TENDER OFFER (SUCH DATE AND TIME, AS IT RELATES TO THE APPLICABLE TENDER OFFER, THE “EXPIRATION DATE”).
HOLDERS OF THE SECURITIES MUST VALIDLY TENDER AND NOT WITHDRAW THEIR SECURITIES AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MARCH 19,
2026, UNLESS EXTENDED BY US IN RESPECT OF A TENDER OFFER (SUCH DATE AND TIME, AS IT RELATES TO THE APPLICABLE TENDER OFFER,
THE “EARLY PARTICIPATION DATE”), IN ORDER TO RECEIVE THE APPLICABLE TOTAL CONSIDERATION (AS DEFINED BELOW), WHICH ALREADY INCLUDES THE
APPLICABLE EARLY PARTICIPATION AMOUNT (AS DEFINED BELOW), FOR THEIR SECURITIES, TOGETHER WITH ANY ACCRUED INTEREST (AS DEFINED BELOW).
HOLDERS VALIDLY TENDERING SECURITIES AFTER THE APPLICABLE EARLY PARTICIPATION DATE BUT PRIOR TO THE APPLICABLE EXPIRATION DATE WILL ONLY BE
ELIGIBLE TO RECEIVE THE APPLICABLE LATE TENDER OFFER CONSIDERATION (AS DEFINED BELOW), WHICH IS EQUAL TO THE APPLICABLE TOTAL CONSIDERATION
LESS THE APPLICABLE EARLY PARTICIPATION AMOUNT, TOGETHER WITH ANY ACCRUED INTEREST. SECURITIES TENDERED MAY BE WITHDRAWN AT ANY TIME ON OR
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MARCH 19, 2026, UNLESS EXTENDED BY US IN RESPECT OF A TENDER OFFER (SUCH DATE AND TIME, AS IT
RELATES TO THE APPLICABLE TENDER OFFER, THE “WITHDRAWAL DATE”), BUT NOT THEREAFTER.
Table 1: Dollar Securities Subject To The Dollar Tender Offer
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Principal Amount Outstanding
(thousands)
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Acceptance Priority Level |
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9.065% Senior Notes due 2033
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CUSIP: 019512AM4
ISIN: US019512AM47
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June 1, 2033
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$51,207,000
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1
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6.625% Senior Notes due 2028
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CUSIP: 438506AS6
ISIN: US438506AS66
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June 15, 2028
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$200,549,000
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2
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5.700% Senior Notes due 2036†
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CUSIP: 438516AR7
ISIN: US438516AR73
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March 15, 2036
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$441,050,000
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3
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5.700% Senior Notes due 2037
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CUSIP: 438516AT3
ISIN: US438516AT30
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March 15, 2037
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$462,569,000
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4
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5.375% Senior Notes due 2041
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CUSIP: 438516BB1
ISIN: US438516BB13
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March 1, 2041
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$416,688,000
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5
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5.350% Senior Notes due 2064
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CUSIP: 438516CU8
ISIN: US438516CU84
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March 1, 2064
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$650,000,000
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6
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5.250% Senior Notes due 2054
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CUSIP: 438516CT1
ISIN: US438516CT12
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June 1, 2054
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$1,750,000,000
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7
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5.000% Senior Notes due 2033
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CUSIP: 438516CK0
ISIN: US438516CK03
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February 15, 2033
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$1,100,000,000
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8
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5.000% Senior Notes due 2035
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CUSIP: 438516CS3
ISIN: US438516CS39
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March 1, 2035
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$1,450,000,000
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9
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4.950% Senior Notes due 2031
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CUSIP: 438516CR5
ISIN: US438516CR55
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September 1, 2031
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$500,000,000
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10
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4.750% Senior Notes due 2032
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CUSIP: 438516CZ7
ISIN: US438516CZ71
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February 1, 2032
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$650,000,000
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11
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4.500% Senior Notes due 2034
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CUSIP: 438516CM6
ISIN: US438516CM68
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January 15, 2034
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$1,000,000,000
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12
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3.812% Senior Notes due 2047
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CUSIP: 438516BS4
ISIN: US438516BS48
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November 21, 2047
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$442,373,000
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13
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2.800% Senior Notes due 2050
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CUSIP: 438516CA2
ISIN: US438516CA21
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June 1, 2050
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$700,983,000
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14
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2.700% Senior Notes due 2029
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CUSIP: 438516BU9
ISIN: US438516BU93
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August 15, 2029
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$750,000,000
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15
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1.950% Senior Notes due 2030
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CUSIP: 438516BZ8
ISIN: US438516BZ80
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June 1, 2030
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$948,845,000
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16
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1.750% Senior Notes due 2031
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CUSIP: 438516CF1
ISIN: US438516CF18
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September 1, 2031
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$1,496,188,000
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17
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Total
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$13,010,452,000 |
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Table 2: Euro Securities Subject To The Euro Tender Offer
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Principal Amount Outstanding
(thousands)
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Acceptance Priority Level |
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3.500% Senior Notes due 2027†
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Common Code: 262493865
ISIN: XS2624938655
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May 17, 2027
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€650,000,000
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1
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2.250% Senior Notes due 2028†
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Common Code: 136602691
ISIN: XS1366026919
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February 22, 2028
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€750,000,000
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2
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4.125% Senior Notes due 2034
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Common Code: 255190342
ISIN: XS2551903425
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November 2, 2034
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€1,000,000,000
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3
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3.750% Senior Notes due 2032
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Common Code: 262493873
ISIN: XS2624938739
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May 17, 2032
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€500,000,000
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4
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3.750% Senior Notes due 2036
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Common Code: 277689006
ISIN: XS2776890068
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March 1, 2036
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€750,000,000
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5
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3.375% Senior Notes due 2030
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Common Code: 277688999
ISIN: XS2776889995
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March 1, 2030
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€750,000,000
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6
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0.750% Senior Notes due 2032
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Common Code: 212609404
ISIN: XS2126094049
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March 10, 2032
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€500,000,000
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7
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Total
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€ 4,900,000,000 |
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___________________________________________________________________________________________________________________________________________________
† On March 6, 2026, Honeywell announced that it had issued a conditional notice of full redemption to redeem all €650,000,000 in outstanding
principal amount of its 3.500% Notes. Promptly following the anticipated pricing of the Aerospace Notes , the Company also currently expects
to issue a notice of full redemption to redeem all €750,000,000 in outstanding principal amount of its 2.250% Notes.
If (i) the Redemption Condition for the conditional redemption of the 3.500% Notes is satisfied prior the applicable Redemption Date and
(ii) the Company issues a notice of full redemption of the 2.250% Notes, to the extent such Securities have not previously been validly
tendered and accepted for purchase in the Euro Tender Offer), such Securities will be redeemed on the applicable Redemption Date at the
applicable Redemption Price. This Offer to Purchase does not constitute a notice of redemption of the 3.500% Notes or the 2.250% Notes.
The conditional redemption of the 3.500% Notes is being made, and any redemption of the 2.250% Notes will be made, solely pursuant to
separately issued notices of redemption delivered pursuant to the indenture governing such Securities. The statement of expectation relating
to the redemption of the 2.250% Notes does not constitute an obligation to issue a notice of redemption, and the decision to issue any such
notice of redemption and the selection of any particular redemption date is in the Company’s discretion.
See “Certain Considerations—Market Volatility May Affect the Consideration Offered for the Securities”
and “Certain Considerations—Special Considerations for Holders of 2.250% Notes and 3.500% Notes.”
To view copies of the Offer documents please click on the links below
Offer to Purchase
Launch Press Release
Any questions or requests for assistance or additional copies of this Offer to Purchase may be directed to the Information and Tender Agent
at the addresses or telephone numbers set forth below. You may also contact your broker, dealer, commercial bank or trust company or other
nominee for assistance concerning the Tender Offers.
The Information and Tender Agent for the Tender Offers is:
D.F. King
Email: honeywell@dfking.com
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In London
51 Lime Street
London, EC3M 7DQ
United Kingdom
Telephone: + 44 (0)20 7920 9700
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In New York
28 Liberty Street, 53rd Floor
New York, New York 10005
Banks and Brokers call: +1 (212) 784-6885
All others call (toll free): +1 (800) 967-5074
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Any questions regarding the terms of the Tender Offers should be directed to the Lead Dealer Managers
at the addresses and telephone numbers set forth below:
The Lead Dealer Managers for the Tender Offers are:
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282 United States
Attn: Liability Management Group
Toll Free No.: +1 (800) 828-3182
Collect No.: +1 (212) 902-6351
Email: GS-LM-NYC@gs.com
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Morgan Stanley & Co. LLC
1585 Broadway, Floor 4
New York, New York 10036
United States
Attention: Liability Management Group
Toll Free No.: +1 (800) 624-1808
Collect No.: +1 (212) 761-1057
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BofA Securities, Inc.
620 South Tryon Street, 20th Floor
Charlotte, North Carolina 28255
United States
Attention: Debt Advisory Group
Toll Free No.: +1 (888) 292-0070
Collect No.: +1 (980) 683-3215
Email: debt_advisory@bofa.com
For Euro Securities
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attention: Debt Advisory Group
Tel No.: +44 20 7996-5420
Email: DG.LM-EMEA@bofa.com
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