Honeywell Aerospace Inc美股招股说明书(2026-07-13版)

Honeywell Aerospace Inc. Exchange Offers for$1,250,000,0003.900% Senior Notes due 2028$1,250,000,0004.000% Senior Notes due 2029$500,000,000 Floating Rate Senior Notes due 2029$2,000,000,0004.300% Senior Notes due 2031$1,750,000,0004.600% Senior Notes due 2033$3,250,000,0004.950% Senior Notes due 2036$1,000,000,0005.622% Senior Notes due 2046$3,500,000,0005.732% Senior Notes due 2056$1,500,000,0005.852% Senior Notes due 2066 Terms of the Exchange Offers •We are offering to exchange up to: •$1,250,000,000 of our outstanding 3.900% Senior Notes due 2028 (the “2028 initial notes”) for a like amount of our registered 3.900%Senior Notes due 2028 (the “2028 exchange notes” and, together with the 2028 initial notes, the “2028 notes”);•$1,250,000,000 of our outstanding 4.000% Senior Notes due 2029 (the “2029 fixed rate initial notes”) for a like amount of our registered4.000% Senior Notes due 2029 (the “2029 fixed rate exchange notes” and, together with the 2029 fixed rate initial notes, the “2029 fixedrate notes”);•$500,000,000 of our outstanding Floating Rate Senior Notes due 2029 (the “2029 floating rate initial notes”) for a like amount of ourregistered Floating Rate Senior Notes due 2029 (the “2029 floating rate exchange notes” and, together with the 2029 floating rate initialnotes, the “2029 floating rate notes”);•$2,000,000,000 of our outstanding 4.300% Senior Notes due 2031 (the “2031 initial notes”) for a like amount of our registered 4.300%Senior Notes due 2031 (the “2031 exchange notes” and, together with the 2031 initial notes, the “2031 notes”);•$1,750,000,000 of our outstanding 4.600% Senior Notes due 2033 (the “2033 initial notes”) for a like amount of our registered 4.600%Senior Notes due 2033 (the “2033 exchange notes” and, together with the 2033 initial notes, the “2033 notes”);•$3,250,000,000 of our outstanding 4.950% Senior Notes due 2036 (the “2036 initial notes”) for a like amount of our registered 4.950%Senior Notes due 2036 (the “2036 exchange notes” and, together with the 2036 initial notes, the “2036 notes”);•$1,000,000,000 of our outstanding 5.622% Senior Notes due 2046 (the “2046 initial notes”) for a like amount of our registered 5.622%Senior Notes due 2046 (the “2046 exchange notes” and, together with the 2046 initial notes, the “2046 notes”);•$3,500,000,000 of our outstanding 5.732% Senior Notes due 2056 (the “2056 initial notes”) for a like amount of our registered 5.732%Senior Notes due 2056 (the “2056 exchange notes” and, together with the 2056 initial notes, the “2056 notes”); and•$1,500,000,000 of our outstanding 5.852% Senior Notes due 2066 (the “2066 initial notes”) for a like amount of our registered 5.852%Senior Notes due 2066 (the “2066 exchange notes” and, together with the 2066 initial notes, the “2066 notes”). Table of Contents •The term “fixed rate exchange notes” refers collectively to the 2028 exchange notes, 2029 fixed rate exchange notes, 2031 exchange notes, 2033exchange notes, 2036 exchange notes, 2046 exchange notes, 2056 exchange notes and 2066 exchange notes. The term “floating rate exchangenotes” refers to the 2029 floating rate exchange notes. The term “fixed rate initial notes” refers collectively to the 2028 initial notes, 2029 fixedrate initial notes, 2031 initial notes, 2033 initial notes, 2036 initial notes, 2046 initial notes, 2056 initial notes and 2066 initial notes. The term“floating rate initial notes” refers to the 2029 floating rate initial notes. The term “fixed rate notes” refers to the fixed rate exchange notes and thefixed rate initial notes. The term “floating rate notes” refers to the floating rate exchange notes and the floating rate initial notes. The term“exchange notes” refers collectively to the fixed rate exchange notes and the floating rate exchange notes. The term “initial notes” referscollectively to the fixed rate initial notes and the floating rate initial notes. The term “notes” refers to both exchange notes and initial notes. •Each exchange offer will expire at 5:00 p.m., New York City time, on August10, 2026, unless extended.•If all the conditions to an exchange offer are satisfied, we will exchange all of our initial notes that are validly tendered and not withdrawn in suchexchange offer for the exchange notes.•You may withdraw your tender of initial notes at any time before the expiration of the relevant exchange offer.•The exchange notes that we will issue you in exchange for your initial notes will be substantially identical to your initial notes except that, unlikeyour initial notes, the exchange notes will have no transfer restrictions or registration rights.•The exchange notes that we will issue you in exchange for your initial notes are new securities with no established market for trading. Terms of the Exchange Notes •The 2028 exchange notes will mature on March16, 2028. Interest on the 2028 exchange notes will accrue at the rate of 3.900% perannum. The 2029 fixed rate exchange notes will mature on March16, 202