Honeywell in $1.4 Billion Public Offering of Notes and Related Tender Offer and Redemption

February 23, 2011

Cleary Gottlieb represented Honeywell International Inc. in its public offering of $800 million 4.250% Senior Notes due 2021 and its $600 million 5.375% Senior Notes due 2041, conducted pursuant to Honeywell’s automatic shelf registration statement. Honeywell used some of the proceeds from the offering to repurchase approximately $216 million in aggregate principal amount of its senior notes due 2012 via a tender offer and has subsequently exercised its option to redeem the entire outstanding principal amount of these senior notes. BofA Merrill Lynch, Barclays Capital and Citi acted as joint book-running managers for the Senior Notes offering and as dealer managers for the tender offer. Global Bondholder Services Corporation served as the Information Agent and the Depositary for the tender offer. The Senior Notes offering closed on February 17, the tender offer settled on February 23 and the redemption date has been set for March 28.

Honeywell International Inc. is a Fortune 100 diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; automotive products; turbochargers; and specialty chemicals.