Honeywell Aerospace commences exchange offer

PHOENIX, July 13, 2026 /PRNewswire/ -- Honeywell Aerospace Inc. ("Honeywell Aerospace," Nasdaq: HONA) commenced today an offer to exchange (the "Exchange Offer") certain of its outstanding unregistered notes for new registered notes.

Under the Exchange Offer, Honeywell Aerospace is offering to exchange up to:

(i) $1,250,000,000 aggregate principal amount of new 3.900% Senior Notes due 2028;
(ii) $1,250,000,000 aggregate principal amount of new 4.000% Senior Notes due 2029;
(iii) $500,000,000 aggregate principal amount of new Floating Rate Senior Notes due 2029;
(iv) $2,000,000,000 aggregate principal amount of new 4.300% Senior Notes due 2031;
(v) $1,750,000,000 aggregate principal amount of new 4.600% Senior Notes due 2033;
(vi) $3,250,000,000 aggregate principal amount of new 4.950% Senior Notes due 2036;
(vii) $1,000,000,000 aggregate principal amount of new 5.622% Senior Notes due 2046;
(viii) $3,500,000,000 aggregate principal amount of new 5.732% Senior Notes due 2056; and
(ix) $1,500,000,000 aggregate principal amount of new 5.852% Senior Notes due 2066

(collectively, the "Exchange Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its unregistered outstanding

(i) $1,250,000,000 aggregate principal amount of 3.900% Senior Notes due 2028;
(ii) $1,250,000,000 aggregate principal amount of 4.000% Senior Notes due 2029;
(iii) $500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2029;
(iv) $2,000,000,000 aggregate principal amount of 4.300% Senior Notes due 2031;
(v) $1,750,000,000 aggregate principal amount of 4.600% Senior Notes due 2033;
(vi) $3,250,000,000 aggregate principal amount of 4.950% Senior Notes due 2036;
(vii) $1,000,000,000 aggregate principal amount of 5.622% Senior Notes due 2046;
(viii) $3,500,000,000 aggregate principal amount of 5.732% Senior Notes due 2056; and
(ix) $1,500,000,000 aggregate principal amount of 5.852% Senior Notes due 2066

(collectively, the "Outstanding Notes"). The terms of the Exchange Notes offered in the Exchange Offer are substantially identical to the terms of the respective series of the Outstanding Notes, except that the Exchange Notes will be registered under the Securities Act, and certain transfer restrictions and registration rights relating to the Outstanding Notes will not apply to the Exchange Notes.

The purpose of the Exchange Offer is to fulfill Honeywell Aerospace's obligations under the applicable registration rights agreement entered into in connection with the issuance of the Outstanding Notes. Honeywell Aerospace will not receive any proceeds from the Exchange Offer.

The Exchange Offer will expire at 5:00 p.m. New York City time, on August 7, 2026, unless extended (such date and time, as may be extended, the "Expiration Date"). The settlement date for the Exchange Offer will occur promptly following the Expiration Date. The terms of the Exchange Offer and other information relating to Honeywell Aerospace are set forth in a prospectus dated July 13, 2026 (the "Prospectus"), a copy of which has been filed with the Securities and Exchange Commission (the "SEC"). Honeywell Aerospace has not authorized any person to provide information other than as set forth in the Prospectus.

Additional information
Copies of the Prospectus governing the Exchange Offer can be obtained from the exchange agent, Deutsche Bank Trust Company Americas, by email to [email protected], or by phone at +1-800-735-7777. The Prospectus and other documents filed by Honeywell Aerospace with the SEC are also available free of charge at the SEC's website at www.sec.gov.

This press release is for informational purposes only and does not constitute a prospectus. This press release is neither an offer to exchange or sell, nor a solicitation of an offer to buy or exchange, the Exchange Notes. The Exchange Offer is made solely pursuant to the Prospectus, including any supplements thereto, which contains important information that should be read carefully before any decision is made with respect to the Exchange Offer. The Exchange Offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.

Honeywell Aerospace uses our Investor Relations website, investor.honeywellaerospace.com, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.

Offering restrictions
This press release does not constitute an offer to purchase or exchange any securities or the solicitation of an offer to buy or exchange any securities, nor does it constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to any person to or from which, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. No offering of securities shall be made except by means of the Prospectus. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the Prospectus comes are required to inform themselves about, and to observe, any such restrictions.

About Honeywell Aerospace
Honeywell Aerospace (Nasdaq: HONA) is an independent global aerospace and defense company whose critical technologies are broadly deployed on the world's leading commercial air transport, business aviation, defense and space platforms. These integrated solutions enable safer, more efficient, and more reliable missions. Headquartered in Phoenix, Arizona, the company employs more than 36,000 people globally and supports more than 10,000 customers. With a broad portfolio spanning avionics and navigation systems, engines and power systems, and control systems for aircraft, Honeywell Aerospace combines commitment and deep engineering expertise to drive innovation and long-term value for the aerospace industry. For more information, visit www.honeywellaerospace.com or follow Honeywell Aerospace on LinkedIn.

Forward-looking statements and other disclaimers
Certain statements in this release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about Honeywell Aerospace's business, results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, Honeywell Aerospace undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Honeywell Aerospace's SEC filings, including, but not limited to, the risk factors and Cautionary Note Regarding Forward-Looking Statements set forth in these filings.

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