Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.

Filing Party:

Date Filed:

Proposal 1: Election of Directors

Proposal 2: Advisory Vote to Approve Executive Compensation

Proposal 3: Approval of Independent Accountants

Proposal 4: Right to Act by Written Consent

Proposal 5: Report on Lobbying Payments and Policy

YOUR VOTE IS IMPORTANT. I encourage you to read the Proxy Statement and vote your shares as soon as possible. Shareowners may vote via the Internet, by telephone, by completing and returning a proxy card, or by scanning the QR code provided on the next page in the Notice of Annual Meeting of Shareowners or on the proxy card. Specific voting instructions are set forth in the Proxy Statement and on both the Notice of Internet Availability of Proxy Materials and proxy card.

TABLE OF

CONTENTS

Proposal 1: Election of Directors

Appendix A: Reconciliation of Non-GAAP Financial Measures

PROXY

SUMMARY

Proposal

No. 1

Election of Directors

 FOR (each nominee)

p. 7

No. 2

Advisory Vote to Approve Executive Compensation

 FOR

p. 37

No. 3

Approval of Independent Accountants

 FOR

p. 84

No. 4

Shareowner Proposal-Right to Act by Written Consent

 AGAINST

p. 86

No. 5

Shareowner Proposal-Report on Lobbying Payments and Policy

 AGAINST

p. 89

PROXY

SUMMARY

Gregory P. Lewis appointed as Senior Vice President and Chief Financial Officer in charge of maintaining superior financial integrity while driving key financial performance metrics such as organic sales growth, segment margin expansion, and adjusted free cash flow conversion; seamless transition enabled by robust succession planning, which was overseen by our Board of Directors and followed the process and protocols developed by the Management Development and Compensation Committee

Vimal Kapur appointed as President and CEO of Honeywell Building Technologies; Vimal has established a successful track record in his 29 years with Honeywell including leading Honeywell Process Solutions where he transformed Honeywell Connected Plant capabilities

Torsten Pilz appointed as Senior Vice President and Chief Supply Chain Officer with a focus on integrated supply chain transformation and performance, and working capital improvements

Que Dallara appointed as President and CEO of Honeywell Connected Enterprise in charge of our connected software efforts and transformation to a technology-industrial company

Successfully spun Garrett Motion Inc. and Resideo Technologies, Inc., representing ~$8B in sales

Spun businesses better positioned to maximize shareowner value through focused strategic decision making and tailored capital allocation strategies

New Honeywell portfolio consists of high-growth businesses with strong operational and technology synergies, with the ability for all businesses to leverage our IT stack, Honeywell Sentience, as a foundation to build out customer-focused connected solutions

More focused portfolio poised for further outperformance in our core end markets:

Announced a 10% dividend increase while completing two spins that reduced sales by nearly 20% - since 2010, we’ve increased the dividend rate nine times by 10% or more

Deployed over $0.5 billion to M&A with the addition of Transnorm and Ortloff Engineers, Ltd.

Repurchased $4.0 billion in Honeywell shares, lowering weighted average share count by more than 2%

Deployed more than $0.8 billion to high-return capital expenditures

PROXY

SUMMARY

Total Shareowner Return Percentile Rank Versus Peers

One-Year

Three-Year

Five-Year

Ten-Year

Multi-Industry Peers = 100th Percentile

Multi-Industry Peers = 100th Percentile

Multi-Industry Peers = 100th Percentile

Multi-Industry Peers = 100th Percentile

Compensation Peers = 82nd Percentile

Compensation Peers = 64th Percentile

Compensation Peers = 67th Percentile

Compensation Peers = 88th Percentile

PROXY

SUMMARY

Nominee

Darius Adamczyk

(Chairman and CEO)

Chairman and

Chief Executive Officer

Honeywell International Inc.

2

No

1

—  

Jaime Chico Pardo

(Lead Director)

President and

Chief Executive Officer

ENESA, S.A. de C.V.

19

Yes

3

CGRC

Retirement Plans

Ex officio: Audit, MDCC

Duncan B. Angove

Chief Executive Officer and

Managing Partner

Warmaug Partners LLC

1

Yes

1

MDCC

Retirement Plans

William S. Ayer

Retired Chairman and

Chief Executive Officer

Alaska Air Group, Inc.

4

Yes

1

CGRC

MDCC

Kevin Burke

Retired Chairman, President

and Chief Executive Officer

Consolidated Edison, Inc.

9

Yes

1

Audit

Retirement Plans

D. Scott Davis

Retired Chairman and

Chief Executive Officer

United Parcel Service, Inc.

13

Yes

2

MDCC (Chair)

Audit

Linnet F. Deily

Former Deputy United States Trade

Representative and Ambassador

13

Yes

1

CGRC (Chair)

Audit

Judd Gregg

Former Governor and

U.S. Senator of New Hampshire

8

Yes

2

Audit

CGRC

Clive Hollick

Former Chief Executive Officer

United Business Media

15

Yes

1

MDCC

Retirement Plans

Grace D. Lieblein

Former Vice President-Global Quality

General Motors Corporation

6

Yes

3

CGRC

MDCC

George Paz

Retired Chairman and

Chief Executive Officer

Express Scripts Holding Company

10

Yes

2

Audit (Chair)

CGRC

Robin L. Washington

Executive Vice President and

Chief Financial Officer

Gilead Sciences, Inc.

6

Yes

2

Retirement Plans (Chair)

Audit

PROXY

SUMMARY

SHAREOWNER

EMPOWERMENT AND

ENGAGEMENT

15% threshold for shareowners to call a special meeting

Proxy access enabling shareowner(s) holding 3% of our stock for three years to include up to two director nominees (or nominees representing 20% of the Board) in our proxy

DIVERSE AND

INDEPENDENT BOARD

OF DIRECTORS

All director nominees are independent, except our CEO; no nominees with disclosable related-party transactions

No director may serve on more than four public company boards (including the Honeywell Board)

BEST-IN-CLASS

BOARD STRUCTURE

AND PROCESSES

Independent Lead Director elected by independent directors, with expanded duties and responsibilities, including formal responsibility for working with the Corporate Governance and Responsibility Committee (CGRC) to lead new director selection and joint leadership of annual Board self-evaluation process

Director stock ownership guidelines require equity holdings of at least 5x annual cash retainer (actual ownership average of 29x as of December 31, 2018)

ROBUST OVERSIGHT

OF RISKS AND

OPPORTUNITIES

Board responsible for risk oversight, with specific responsibility for key risk areas delegated to relevant Board committees

Clawbacks in the event of a significant restatement or violations of non-competition or non-solicitation agreements

COMMITMENT TO

SUSTAINABILITY

AND CORPORATE

RESPONSIBILITY

Code of Business Conduct applies to all directors, officers, and employees

Honeywell Hometown Solutions, our corporate citizenship initiative, delivers high-impact social sustainability programming around the world

PROXY

SUMMARY

I  WHAT WE DO

I  WHAT WE DON’T DO

Pay for Performance. We closely align pay and performance, as a significant portion of target total direct compensation is at-risk. The Management Development and Compensation Committee (MDCC) validates this alignment annually and ensures performance-based compensation comprises a significant portion of executive compensation.

No Excessive Perks. We do not provide perquisites except in cases where there is a compelling business or security reason, nor do we provide gross-ups, except in limited cases for relocation.

Robust Performance Goals. We establish clear and measurable goals and targets and hold our executives accountable for achieving specified targets to earn a payout under our incentive plans. Performance goals are linked to operating priorities designed to create long-term shareowner value.

No Guaranteed Annual Salary Increases or Bonuses. Annual salary increases are based on evaluations of individual performance and the competitive market. In addition, we do not provide guarantees on bonus payouts.

Double Trigger in the Event of a Change-in-Control (CIC). We have double trigger vesting on equity and severance for CIC; executives will not receive cash severance nor will equity vest in the event of a CIC unless accompanied by qualifying termination of employment.

No New Excise Tax Gross-Ups and No Accelerated Bonus Payments Upon CIC. We eliminated gross-ups for excise taxes upon a CIC for any new officers since 2009. Plans provide that ICP awards earned in the year of a CIC would be paid at the time they would typically be paid based on business performance rather than target.

Maximum Payout Caps for Incentive Plans. Annual cash incentive compensation plan (ICP) and performance plan payouts are capped.

No Incentivizing of Short-Term Results to the Detriment of Long-Term Goals and Results. Pay mix is heavily weighted towards long-term incentives aligned with the interests of shareowners.

Clawback Practice. We maintain a policy that allows for recoupment of incentive compensation for any significant financial restatement or if an executive leaves the Company to join a competitor.

No Excessive Risks. Compensation practices are appropriately structured and avoid incentivizing employees to engage in excessive risk-taking.

Robust Stock Ownership Requirements. We require executives to hold meaningful amounts of stock and require them to hold 100% of net shares for one year from exercise or vesting.

No Hedging or Pledging. We do not allow hedging or pledging of our stock.

Independent Compensation Consultant. We retain an independent compensation consultant on behalf of the MDCC to review and advise the MDCC on executive compensation matters. The independent consultant attends all MDCC meetings.

No Consultant Conflicts. Under the MDCC’s established policy, the compensation consultant cannot provide any other services to Honeywell without the MDCC’s approval. Regular independence reviews are conducted.

NEO

Darius Adamczyk

Gregory P. Lewis

Timothy O. Mahoney

Krishna Mikkilineni

Mark R. James

Thomas A. Szlosek⁽⁵⁾

Annual ICP payouts determined 80% based on a calculation against pre-set goals. The remaining 20% was based on individual assessments.

Grant date value of performance stock units (PSUs) issued for a new three-year performance period for all NEOs except Mr. Lewis. The amount for Mr. Lewis is the grant date value of performance cash units for the same three-year performance period, made prior to him becoming an officer of the Company.

All stock option grants awarded to NEOs vest ratably over four years, have a 10-year term, and are subject to stock ownership and post-exercise holding requirements.

Restricted stock units vest over six-year periods and are subject to stock ownership and post-vesting holding requirements. The grant to Mr. Lewis, made prior to him becoming an officer of the Company, vests in three years.

2018-2020 Performance Plan Units and Stock Options granted to Mr. Szlosek in 2018 were forfeited upon his retirement.

PROPOSAL 1:

ELECTION OF DIRECTORS

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Exemplification of the highest standards of personal and professional integrity

Potential contribution to the diversity and culture of the Board, including by virtue of age, educational background, global perspective, gender, ethnicity, and nationality

Independence from management under applicable securities law, listing regulations, and Honeywell’s Corporate Governance Guidelines

Willingness to constructively challenge management through active participation in Board and committee meetings

Ability to devote sufficient time to performing their Board and committee duties

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

DARIUS

ADAMCZYK

Chairman and

Chief Executive Officer,

Honeywell

International Inc.

About

Mr. Adamczyk has been the Chairman and Chief Executive Officer of Honeywell since April 2018. Mr. Adamczyk was President and Chief Executive Officer from March 2017 to April 2018 and Chief Operating Officer from April 2016 to March 2017. From April 2014 to April 2016, Mr. Adamczyk served as President and CEO of Honeywell Performance Materials and Technologies (PMT). Prior to serving as President and CEO of PMT, Mr. Adamczyk served as President of Honeywell Process Solutions from 2012 to 2014. When he joined Honeywell in 2008, he became President of Honeywell Scanning and Mobility from 2008 to 2012. Mr. Adamczyk began at Honeywell when Metrologic, Inc., where he was the Chief Executive Officer, was acquired by Honeywell. Prior to joining Honeywell, Mr. Adamczyk held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton, and started his career as an electrical engineer at General Electric.

Specific Qualifications, Attributes, Skills, and Experience

•  Senior leadership roles in global organizations, both large and small

•  Deep understanding of software, both technically and commercially, and a proven track record in growing software-related businesses at Honeywell

•  Demonstrated ability to deliver financial results as a leader in a variety of different industries, with disparate business models, technologies, and customers

•  Strategic leadership skills necessary to grow Honeywell sales organically and inorganically while meeting the challenges of a constantly changing environment across Honeywell’s diverse business portfolio

DUNCAN B.

ANGOVE

Chief Executive Officer
and Managing Partner, Warmaug Partners LLC

About

Since 2018, Mr. Angove has been CEO and Managing Partner of Warmaug Partners LLC, a private equity firm focused on delivering superior financial returns through the application of financial capital and digital transformation. Previously, from 2010 to 2018, Mr. Angove was President of Infor, Inc., a privately held provider of enterprise software and a strategic technology partner for more than 90,000 organizations worldwide. Infor’s software is purpose-built for specific industries, from manufacturing to healthcare, providing complete suites that are designed to support end-to-end business processes and digital transformation. Previously, Mr. Angove served as the Senior Vice President and General Manager of the Retail Global Business Unit for Oracle Corporation, a global technology provider of enterprise software, hardware, and services, from 2005 to 2010. He joined Oracle through its acquisition of Retek Inc., then a publicly traded provider of software solutions and services to the retail industry, where he served in various roles of increasing responsibility from 1997 until 2005.

Specific Qualifications, Attributes, Skills, and Experience

•  Senior technology industry leader with global operating experience including in software and digital transformation

•  Deep understanding of the trends across enterprise cloud, infrastructure software, digital, and the Internet of Things, and skilled at driving value creation

•  Extensive experience in corporate strategy, M&A, sales, marketing, and business and product development

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

WILLIAM S.

AYER

Retired Chairman and
Chief Executive Officer, Alaska Air Group, Inc.

About

Mr. Ayer is the retired Chairman of the Board and Chief Executive Officer of Alaska Air Group, Inc. (Alaska Air Group), the parent company of Alaska Airlines and its sister carrier, Horizon Air. Mr. Ayer served as Chief Executive Officer of Alaska Air Group and its subsidiaries through 2012, and as Chairman through 2013. A veteran of more than three decades in aviation, Mr. Ayer began his career with Horizon Air in 1982 where he held a variety of marketing and operations positions. He joined Alaska Airlines in 1995 as Vice President of Marketing and Planning, and subsequently held the posts of Senior Vice President, Chief Operating Officer, and President. In 2002, he became Alaska Air Group’s Chief Executive Officer, and, in May 2003, he was appointed Chairman. Mr. Ayer was a director of Puget Sound Energy, Inc. and Puget Energy, Inc., from January 2005 until January 2015 and served as Chairman from January 2009 until January 2015.

Specific Qualifications, Attributes, Skills, and Experience

• Deep aerospace industry knowledge as well as sales, marketing, and operations experience through his three decades of leadership roles at Alaska Air Group, recognized for its best-in-class operating metrics among U.S. air carriers

• Proven leadership skills in developing a business enterprise that can deliver long-term, sustained excellence based on a management style that includes a relentless focus on the customer, continuous improvement, and building a culture of safety, innovation, sustainability, and diversity

• Understanding of the U.S. public utility industry through his service as a director on the Board of Puget Energy

KEVIN

BURKE

Retired Chairman,

President and

Chief Executive Officer,

Consolidated Edison, Inc.

About

Mr. Burke joined Consolidated Edison, Inc. (Con Edison), a utility provider of electric, gas, and steam services, in 1973 and held positions of increasing responsibility in system planning, engineering, law, nuclear power, construction, and corporate planning. He served as Senior Vice President from July 1998 to July 1999, with responsibility for customer service and for Con Edison’s electric transmission and distribution systems. In 1999, Mr. Burke was elected President of Orange and Rockland Utilities, Inc., a subsidiary of Con Edison. He was elected President and Chief Operating Officer of Consolidated Edison Company of New York, Inc., in 2000 and elected Chief Executive Officer in 2005. Mr. Burke served as President and Chief Executive Officer of Con Edison from 2005 through 2013, and was elected Chairman in 2006. Mr. Burke became non-executive Chairman of Con Edison in December 2013 and served in that capacity until April 2014. Mr. Burke was a member of the Board of Directors of Con Edison and a member of the Board of Trustees of Consolidated Edison Company of New York, Inc., which is a subsidiary of Con Edison, until May 2015.

Specific Qualifications, Attributes, Skills, and Experience

• Extensive management expertise gained through various executive positions, including senior leadership roles, at Con Edison

• Wealth of experience in energy production and distribution, energy efficiency, alternative energy sources, engineering and construction, government regulation, and development of new service offerings

• Significant expertise in developing clean and renewable energy infrastructure technology used in clean energy, solar generation, and other energy efficient products and services

• Oversaw the implementation of financial and management information systems, utility operational systems, and process simulators

• Deep knowledge of corporate governance and regulatory issues facing the energy, utility, and service industries

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

JAIME

CHICO PARDO

President and

Chief Executive Officer,

ENESA, S.A. de C.V.

About

Mr. Chico Pardo has been President and Chief Executive Officer of ENESA, S.A. de C.V. (ENESA), a private fund investing in the Mexican energy and health care sectors since March 2010. He previously served as Co-Chairman of the Board of Telefonos de Mexico, S.A.B. de C.V. (TELMEX), a telecommunications company based in Mexico City, from April 2009 until April 2010, as its Chairman from October 2006 to April 2009, and as its Vice Chairman and Chief Executive Officer from 1995 until 2006. Mr. Chico Pardo was Co-Chairman of the Board of Impulsora del Desarrollo y el Empleo en América Latina, S.A. de C.V., a publicly listed company in Mexico engaged in investment in and management of infrastructure assets in Latin America, from 2006 until 2010. He also was Chairman of Carso Global Telecom, S.A. de C.V. from 1996 until 2010. Prior to joining TELMEX, Mr. Chico Pardo served as President and Chief Executive Officer of Grupo Condumex, S.A. de C.V. and Euzkadi/General Tire de Mexico, manufacturers of products for the construction, automotive, and telecommunications industries. Mr. Chico Pardo also has spent a number of years in the international and investment banking business. Mr. Chico Pardo is a director of Grupo Bimbo, S.A.B. de C.V. and PROMECAP Acquisition Company, S.A.B. de C.V. He previously served as a director of AT&T (2008-2015), Grupo Carso, S.A. de C.V. and several of its affiliates (1991-2013), three mutual funds in the American Funds family of mutual funds (2011-2013) and Honeywell Inc. from September 1998 to December 1999.

Specific Qualifications, Attributes, Skills, and Experience

• Broad international exposure through senior leadership roles in Latin American companies in the telecommunications, automotive, manufacturing, engineering, and construction industries

• Expertise in the management of infrastructure assets and international business, operations, and finance focused on Latin America

• Broad experience with investment strategies in innovation and technology to support the energy, healthcare, and telecommunications industries in Mexico and Latin America

• Enhanced perspectives on corporate governance, risk management, and other issues applicable to public companies

D. SCOTT

DAVIS

Retired Chairman and

Chief Executive Officer,

United Parcel Service, Inc.

About

Mr. Davis joined United Parcel Service, Inc. (UPS), a leading global provider of package delivery, specialized transportation, and logistics services in 1986. He served as the non-Executive Chairman of UPS from September 2014 until May 2016. Prior to his retirement as Chief Executive Officer of UPS, Mr. Davis served as Chairman and Chief Executive Officer from January 1, 2008 to September 2014. Prior to this, he served as Vice Chairman since December 2006 and as Senior Vice President, Chief Financial Officer and Treasurer since January 2001. Previously, Mr. Davis held various leadership positions with UPS, primarily in the finance and accounting areas. During his tenure at UPS, Mr. Davis served a critical role in helping UPS to reinvent itself into a technology company. Prior to joining UPS, he was Chief Executive Officer of II Morrow Inc., a technology company and developer of general aviation and marine navigation instruments. Mr. Davis is a Certified Public Accountant. He also is a director of Johnson and Johnson. Mr. Davis previously served on the Board of the Federal Reserve Bank of Atlanta (2003-2009), serving as Chairman in 2009, and as a director of EndoChoice Holdings (2015-2016).

Specific Qualifications, Attributes, Skills, and Experience

• Significant expertise in management, strategy, finance, and operations gained over 25 years at UPS including through senior leadership roles

• Financial management expertise, including financial reporting, accounting, and controls

• Strong banking experience and a deep understanding of public policy and global economic indicators

• Extensive experience in the transportation and logistics services industry

• In-depth understanding of technology and software solutions that support automated and web-based shipping, tracking, and specialized transportation logistics

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

LINNET F.

DEILY

Former

Deputy U.S. Trade Representative and Ambassador

About

Ms. Deily was Deputy U.S. Trade Representative and U.S. Ambassador to the World Trade Organization from 2001 to 2005. From 2000 until 2001, she was Vice Chairman of The Charles Schwab Corp. Ms. Deily served as President of the Schwab Retail Group from 1998 until 2000 and President of Schwab Institutional-Services for Investment Managers from 1996 to 1998. Prior to joining Schwab, she was the Chairman of the Board, Chief Executive Officer, and President of First Interstate Bank of Texas from 1990 until 1996. She retired as a director of Chevron Corporation in May 2018.

Specific Qualifications, Attributes, Skills, and Experience

• Unique global and governmental perspectives regarding international trade, capital markets, public policy, telecommunications, information services, corporate finance, refinery, and petrochemical industries

• Extensive experience leading international trade negotiations and detailed knowledge and insight into challenges and opportunities related to government relations

• Broad experience managing technology platforms for investment managers and retail clients

• Significant financial experience through senior leadership roles in banking, brokerage, and financial services companies

• Substantial experience as a Fortune 500 company director

JUDD

GREGG

Former

Governor and

U.S. Senator of

New Hampshire

About

Senator Gregg has spent over three decades in public office, most recently serving as the United States Senator from the State of New Hampshire from January 1993 until January 2011. During his tenure in the Senate, Senator Gregg served on a number of key Senate Committees including Budget; Appropriations; Government Affairs; Banking, Housing and Urban Affairs; Commerce, Science and Transportation; Foreign Relations; and Health, Education, Labor and Pensions. He has served as the Chairman and Ranking Member of the Health, Education, Labor and Pensions Committee and the Chairman and Ranking Member of the Senate Budget Committee as well as chairman of various sub-committees. Senator Gregg served as a chief negotiator of the Emergency Economic Stabilization Act of 2008 and was the lead sponsor of the Deficit Reduction Act of 2005, and, along with the late Senator Ted Kennedy, co-authored the No Child Left Behind Act of 2001. In March 2010, Senator Gregg was appointed to President Obama’s bipartisan National Commission on Fiscal Responsibility and Reform. From 1989 to 1993, Senator Gregg was the Governor of New Hampshire and prior to that was a U.S. Representative from 1981 to 1989. Senator Gregg was named as Dartmouth College’s first distinguished fellow and he teaches at the college and its graduate schools. He also serves as a director of Evoqua Corporation. Senator Gregg previously served as a director of Intercontinental Exchange, Inc. (2011-2013).

Specific Qualifications, Attributes, Skills, and Experience

• Deep understanding and experience in local, state, national, and international issues

• Extensive experience in government, public policy, financial regulatory reform, banking, tax, capital markets, science, renewable technology and research, environmental protection and conservation, healthcare, and foreign policy

• Significant insight into fiscal affairs, governmental relations, legislative, and regulatory issues

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

CLIVE

HOLLICK

Former

Chief Executive Officer,

United Business Media

About

Lord Hollick was Chief Executive Officer of United Business Media and its predecessor companies from 1974 to 2005. United was a London-based, international information, broadcasting, financial services, and publishing group. From 2005 to 2010, he was a partner, managing director, and adviser to Kohlberg Kravis Roberts and Co., a private equity firm focusing on businesses in the media and financial services sectors. In addition, Lord Hollick was Chairman of the Economic Affairs Committee of the House of Lords. He previously served as a director of ProSiebenSat. 1 Media AG (2007-2014), Gogo Inc. (2013-2014), The Nielsen Company B.V. (2006-2009), Diageo plc (2001-2011), TRW Inc. (2000-2002), and BAE Systems (1992-1997).

Specific Qualifications, Attributes, Skills, and Experience

• Management expertise, diverse perspective on international markets, and media experience gained through over 30 years as the leader of United Business Media

• Deep knowledge of public policy and trends in the UK and European markets

• In-depth understanding of the operating environment in the UK and Europe particularly with respect to information and financial services, broadcasting, publishing and online media, marketing and branding, technology, and innovation

• Substantial experience in mergers and acquisitions in the media and financial services sectors, including in a private equity context

GRACE D.

LIEBLEIN

Former

Vice President-Global

Quality, General

Motors Corporation

About

Ms. Lieblein served as Vice President, Global Quality of General Motors (GM), a company that designs, manufactures and markets cars, crossovers, trucks, and automobile parts worldwide from November 2014 to March 2016. Ms. Lieblein served as Vice President, Global Purchasing and Supply Chain from December 2012 to November 2014, the GM Brazil President and Managing Director from June 2011 until December 2012, the GM Mexico President and Managing Director from January 2009 until June 2011 and Vehicle Chief Engineer from October 2004 to January 2009. Ms. Lieblein joined GM in 1978 as a co-op student at the General Motors Assembly Division in Los Angeles and has held a variety of leadership positions at GM in engineering, product development and manufacturing. Ms. Lieblein also is a director of Southwest Airlines Co. and American Tower Corporation.

Specific Qualifications, Attributes, Skills, and Experience

• Wide-ranging management and operating experience gained through various executive positions during an extensive career at GM

• Significant expertise in supply chain management, global manufacturing, engineering, technology, and product design and development

• International business, operations, and finance experience gained through senior leadership positions in Brazil and Mexico

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

GEORGE

PAZ

Retired Chairman and

Chief Executive Officer,

Express Scripts

Holding Company

About

Mr. Paz served as Chairman of the Board of Express Scripts Holding Company (Express Scripts), a pharmacy benefit management company, from May 2006 to its acquisition by Cigna in December 2018, as Chief Executive Officer from April 2005 to May 2016, and as President from October 2003 to February 2014. He first became a director of Express Scripts in January 2004. Mr. Paz joined Express Scripts as Senior Vice President and Chief Financial Officer in January 1998 and continued to serve as its Chief Financial Officer following his election as President until April 2004. Mr. Paz is a Certified Public Accountant. He also is a director of Prudential Financial, Inc.

Specific Qualifications Attributes Skills, and Experience

• Significant management and finance experience gained through senior leadership positions at Express Scripts

• Financial expertise, including in tax, financial reporting, accounting, and controls

• Information technology expertise in the healthcare and pharmaceutical industries and a strong track record of developing automated solutions in the healthcare marketplace

• Developed technologies for adjudication, compliance, prior authorization, and safety standards in healthcare

• Extensive experience in corporate finance, insurance and risk management, mergers and acquisitions, capital markets, government regulation, and employee health benefits

ROBIN L.

WASHINGTON

Executive Vice

President and Chief Financial Officer,

Gilead Sciences, Inc.

About

Ms. Washington joined Gilead Sciences, Inc. (Gilead), a research-based biopharmaceutical company, as Senior Vice President and Chief Financial Officer in May 2008. In her current role as Executive Vice President and Chief Financial Officer, she oversees Gilead’s Global Finance, Investor Relations, and Information Technology organizations. From 2006-2007, Ms. Washington served as Chief Financial Officer of Hyperion Solutions, an enterprise software company that was acquired by Oracle Corporation in March 2007. Prior to that, Ms. Washington spent nearly 10 years at PeopleSoft, a provider of enterprise application software, where she served in a number of executive positions, most recently in the role of Senior Vice President and Corporate Controller. Ms. Washington is a Certified Public Accountant. She is a director of Salesforce.com Inc. and previously served as a director of Tektronix, Inc. (acquired by Danaher Corporation) (2005-2007) and MIPS Technologies, Inc. (acquired by Imagination Technologies Group PLC) (2008-2013).

Specific Qualifications Attributes Skills, and Experience

• Extensive management, operational and accounting experience in the healthcare and information technology industries

• Financial expertise, including in tax, financial reporting, accounting and controls, corporate finance, mergers and acquisitions, and capital markets

• Broad experience on corporate governance issues gained through public company directorships

CORPORATE

GOVERNANCE

•  Created role of independent Lead Director

•  Changed our independent auditor after a thorough, competitive vetting process to ensure delivery of value, quality and technology

•  Proactively adopted proxy access amendment to our By-laws providing that a single shareowner or group of up to 20 shareowners who have held 3% of Honeywell stock for three years may nominate the greater of 20% of the Board or two directors

•  Significantly increased the responsibilities of the independent Lead Director

•  Published a Supplier Code of Conduct, which was incorporated as a mandatory flowdown in our supply contracts; used third-party audits to validate compliance with the Supplier Code of Conduct

•  Published a Human Trafficking Policy

•  Initiated significant changes to executive compensation plans in response to shareowner preference for longer-term performance awards, better visibility, and less discretion vis-à-vis award determinations, and heavier weighting toward performance-based equity rather than stock options

— Replaced two-year Growth Plan with three-year Performance Plan

— Shifted 80% of annual bonus to formulaic determination

— Shifted weight from stock options to performance stock units

•  Amended our Corporate Governance Guidelines to improve Board refreshment

•  Enhanced the Board’s self-evaluation process

•  Further strengthened the role of Lead Director

•  Instituted a formal Board skills and experience matrix to facilitate comparison of our director’s skills versus those skills deemed necessary to oversee our current strategy

•  Increased Board retirement age to ensure Board continuity through CEO succession and portfolio realignment

•  Continued evolution of executive compensation plan with further shift from stock options to performance stock units

•  Relentless, unambiguous communication that Integrity and Ethics, Supporting Diversity, and Workplace Respect are foundational principles of our performance culture required of every employee globally

•  Instituted enterprise-wide mandatory annual certification of compliance with our updated Code of Business Conduct

•  Nominated a new director for election to the Board by our shareowners under an enhanced recruitment process

•  Inaugural Board skillset matrix included in Proxy Statement

•  Reduced ownership threshold to call a special meeting of shareowners from 20% to 15%

•  Adopted executive approval requirements to increase oversight of trade association memberships

•  Instructed trade associations not to use our membership dues for political contributions

•  Reduced number of public company boards (including the Honeywell Board) on which any individual director may sit from five to four

•  Formalized equivalency of independent Lead Director and independent Chairman roles and responsibilities

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I  YEAR-ROUND SHAREOWNER ENGAGEMENT

• One-on-one shareowner meetings

• Shareowner meetings at industry conferences

• Roadshows in key regions to meet face-to-face with shareowners

I  2018 SHAREOWNER ENGAGEMENT FOCUS AREAS

In 2018, our conversations with shareowners focused on the following key areas:

•  Board oversight of long-term strategy

•  Performance in our four strategic business groups, key end market trends, overview of our competitive landscape, and potential impacts to our businesses from changes in the regulatory environment

•  Updates on the two spin transactions and the process by which Honeywell reached the decision to spin the Transportation Systems business (now Garrett Motion Inc. or Garrett) and the Homes and ADI global distribution businesses (now Resideo Technologies, Inc. or Resideo)

•  Introduction to our incoming CFO, Gregory P. Lewis, when executing the CFO transition

•  Board refreshment from a diversity and risk perspective

•  Recombination of the Chairman and CEO role

•  A recap of executive compensation program changes that were implemented in 2017 and 2018

•  Overview of capital deployment strategy following 2018 spins

•  An overview of our environmental and social policies and initiatives, such as our Inclusion and Diversity, Sustainability, Worker Safety, and New Uses of Legacy Properties programs

one-on-one or small-
group shareowner
meetings hosted by
our Chairman and
CEO to discuss
business
performance and seek
feedback, attended by
105 shareowners

one-on-one or small-
group shareowner
meetings hosted by
our CFO or other
executive officers to
discuss business
performance and seek
feedback, attended by
140 shareowners

Positive feedback on our 2018 financial performance, especially with regard to organic sales growth in Aerospace, defense and warehouse automation, our achievement of 100% adjusted free cash flow conversion, and our successful Intelligrated (SPS) integration and execution

Appreciation for the level of transparency and the speed with which we executed the Garrett and Resideo spins

Positive feedback regarding the changes to our executive compensation program, especially with regard to how the program has evolved in response to shareowner feedback – in 2018, approximately 92% of our shareowners voted in favor of “Say on Pay”

Continued interest in the recombination of the Chairman and CEO roles and in the Lead Director’s expanded responsibilities to strengthen the position as a counterbalance to the combined Chairman and CEO position

Increased interest in the beneficial dynamics resulting from the diversity of personal background, skills, and experiences of Honeywell’s directors

Emphasis on importance of maintaining alignment of director skillsets with Company strategy

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The benefits of a unified leadership structure during a period when Honeywell is in the process of a major portfolio realignment and a strategic shift designed to focus resources and management’s attention on high-growth businesses in six attractive industrial end markets where we can deploy our core technological strengths related to software, data analytics, and the industrial internet of things

An evaluation of the strength of Mr. Adamczyk’s character, the quality of his leadership, and the likelihood that Mr. Adamczyk’s service as both Chairman and CEO would enhance Company performance – the Board continues to believe that an independent Chairman would not enhance Company performance or improve governance effectiveness under Mr. Adamczyk’s leadership

Our longstanding track record of outperformance under a unified leadership structure in which the roles of Chairman and CEO were combined

The highly independent nature of our Board where there is only one non-independent director

Steps taken by Honeywell’s Board to strengthen the role of the independent Lead Director and the demonstrated ability of our Lead Director to effectively lead the Board

As and when the Board considers adding new members, work with the CEO, the CGRC and the full Board to help identify and prioritize the specific skill sets, experience, and knowledge that candidates for election to the Board must possess

Review, and when appropriate, make changes to Board meeting agendas and Board meeting schedules to ensure there is sufficient time for discussion of all agenda items

Review, and when appropriate, make changes to presentation material and other written information provided to directors for Board meetings

Preside at all meetings at which the Chairman is not present, including executive sessions of the independent directors, and apprise the Chairman of the issues considered

Serve as liaison between the Chairman and the independent directors

Be available for consultation and direct communication with the Company’s shareowners

Call meetings of the independent directors when necessary and appropriate

CORPORATE

GOVERNANCE

Retain outside professionals on behalf of the Board

Consult with management about what information is to be sent to the Board

Identify key strategic direction and operational issues upon which the Board’s annual core agenda is based

Serve as an ex officio member of each committee on which he does not otherwise serve

Qualifies as independent, in accordance with relevant listing standards

Ability to commit the time and level of engagement required to fulfill the substantial responsibilities of the role

Effective communication skills to facilitate discussions among Board members, including between the independent directors and the Chairman and CEO, and to engage with shareowners and other key stakeholders

Strong rapport with other members of the Board

High personal integrity and ethical character

Skills and experience broadly in line with Honeywell’s corporate strategy, including, as relevant, leadership experience within a large, complex organization, international experience, exposure to a variety of markets, and expertise aligned with key growth initiatives

No non-employee director or nominee receives any direct compensation from Honeywell other than under the director compensation program described in this Proxy Statement.

No immediate family member (within the meaning of the NYSE listing standards) of any non-employee director or nominee receives direct compensation from Honeywell other than compensation received for service as a non-executive employee.

No non-employee director or nominee is affiliated with Honeywell or any of its subsidiaries or affiliates.

No non-employee director or nominee is an employee of Honeywell’s independent accountants and no non-employee director or nominee (or any of their respective immediate family members) is a current partner of Honeywell’s independent accountants, or was within the last three years, a partner or employee of Honeywell’s independent accountants and personally worked on Honeywell’s audit.

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GOVERNANCE

No non-employee director or nominee is a member, partner, or principal of any law firm, accounting firm, or investment banking firm that receives any consulting, advisory, or other fees from Honeywell.

No Honeywell executive officer is on the compensation committee of the board of directors of a company that employs any of our non-employee directors or nominees (or any of their respective immediate family members) as an executive officer.

No non-employee director or nominee (or any of their respective immediate family members) is indebted to Honeywell, nor is Honeywell indebted to any non-employee director or nominee (or any of their respective immediate family members).

No non-employee director or nominee is an executive officer of a charitable or other tax-exempt organization that received contributions from Honeywell.

Honeywell has commercial relationships (purchase and/or sale of products and services) with companies at which our directors serve or have served as officers within the past three years (Mr. Angove—Infor, Ms. Lieblein—General Motors, Mr. Paz—Express Scripts, and Ms. Washington—Gilead Sciences). In each case:

The relevant products and services were provided on terms and conditions determined on an arm’s-length basis and consistent with those provided by or to similarly situated customers and suppliers;

The relevant director did not initiate or negotiate the relevant transaction, each of which was in the ordinary course of business of both companies; and

The combined amount of such purchases and sales was less than 0.05% of the consolidated gross revenue of each of Honeywell and the other company in each of the last three completed fiscal years. This level is significantly below the requirements of the NYSE listing standards for director independence, which uses a 2% of consolidated gross revenue threshold and applies it to each of purchases and sales rather than the combination of the two.

While a non-employee director’s or nominee’s service as an outside director of another company with which Honeywell does business would generally not be expected to raise independence issues, the Board also considered those relationships and confirmed the absence of any material commercial relationships with any such company. Specifically, those commercial relationships were in the ordinary course of business for Honeywell and the other companies involved and were on terms and conditions available to similarly situated customers and suppliers.

The above information was derived from Honeywell’s books and records and responses to questionnaires completed by the director nominees in connection with the preparation of this Proxy Statement.

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GOVERNANCE

Board/Committee

Primary Areas of Risk Oversight

Full Board

•  Oversee the Company’s risk governance framework, including an enterprise-wide culture that supports appropriate risk awareness and the identification, escalation, and appropriate management of risk

•  Integrity, ethics, and compliance with our Code of Business Conduct

•  General strategic and commercial risks such as new product launch, capital spend, raw material price increases, foreign currency fluctuation, diminished customer demand, technology obsolescence, reductions to government spending, and a slowdown in economic growth

•  Disruption, including disruptive technologies, emerging competition, and changing business models

•  M&A integration and the M&A competitive landscape

•  Legal risks such as those arising from litigation and intellectual property matters

Audit Committee

•  Oversee the Company’s Enterprise Risk Management (ERM) and Crisis Incident Management programs

•  Cybersecurity, including protection of customer and employee data, trade secrets, and other proprietary “crown jewel” information, ensuring the security of data on the cloud, persistent threats, and cyber risks associated with our own software products

•  Accounting, controls, and financial disclosure

•  Tax and liquidity management

•  Product integrity and product security

•  Vendor risk, including supply chain disruption

•  Operational business continuity, including catastrophic risks such as natural disasters and plant accidents

Corporate Governance and Responsibility Committee (CGRC)

•  Political contributions and lobbying

•  Regulatory compliance, such as data privacy, sanctions and export compliance, government contracts compliance, and counterfeit parts

•  Integrity and compliance programs and policies

•  Geopolitical risk, including political, economic or military conflicts and tariffs

•  Health, safety, environmental, product stewardship, and sustainability

Management Development and Compensation Committee (MDCC)

•  Succession planning

•  Compensation plans, programs, and arrangements and other employment practices and policies

•  Recruitment and retention of key talent

•  Labor compliance and progress in implementing our diversity goals and objectives

•  Workplace respect and culture

•  Workplace violence

Retirement Plans Committee

•  Funding of our employee pension and saving plans

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GOVERNANCE

Agenda. The Board and its committees perform an annual review of the agenda items to be considered for each meeting. During that review, each Board and committee member is free to raise topics that are not on the agenda at any meeting and to suggest items for inclusion on future agendas.

Number of Meetings and Attendance. In 2018, the Board held seven meetings and the committees of the Board collectively held 24 meetings. The Board had 100% meeting attendance, and the directors’ average attendance rate at meetings of the committees on which they have been appointed was 98%. Each of the directors participated in at least 75% of the aggregate of the total number of Board meetings held during the period for which he or she was a director, and the total number of meetings held by all Board committees on which he or she served (during the period that he or she served).

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Special Meetings. The Chairman, the Lead Director, the Chair of the Corporate Governance and Responsibility Committee, and at the request of two independent directors, the Corporate Secretary, are permanently empowered and authorized to call special meetings of the Board at any time and for any reason.

Board Meeting Materials. Each director is provided in advance with written material to be considered at every meeting of the Board and of the committees on which he or she is a member and has the opportunity to provide comments and suggestions.

Objective. The Board and each of its committees conduct a comprehensive evaluation of their effectiveness throughout the year. Committee members have the opportunity to provide input directly to the Lead Director, committee chairs, or to management. A more formal self-evaluation is launched in January of each year and the feedback gleaned from the evaluation is utilized to facilitate and enable adequate Board refreshment and an appropriate evolution of Board skills, experiences, and perspectives specifically with a view toward eliciting feedback on whether our directors’ skills are matched to Honeywell’s strategic needs and its risk profile.

Process. The Lead Director, together with the Chair of the CGRC, are jointly responsible for leading the self-evaluation process – a process that includes the development and approval of the evaluation by the CGRC, its administration through a third party, summarization of the results, and its report out to the full Board on an anonymous basis.

Annual Shareowner Meeting Attendance. Our Corporate Governance Guidelines encourage all directors to attend our Annual Meeting of Shareowners. Generally, Board and committee meetings are held immediately preceding and following the Annual Meeting, with directors attending the Annual Meeting. All of our directors attended last year’s Annual Meeting.

Engagement with Management. The Board and its committees provide feedback to management, and management is required to answer questions raised by the directors during Board and committee meetings. Our senior management meets regularly with the Board, including yearly reviews of each business’ long-term strategic plan and annual operating plan.

Director Education. Our Board believes that director education is vital to the ability of directors to fulfill their roles and supports Board members in their continuous learning. Directors may enroll in continuing education programs at Honeywell’s expense on corporate governance and critical issues associated with a director’s service on a public company board. Our Board also hears regularly from management on numerous subjects, including investor sentiments, shareowner activism, regulatory developments, data privacy, and cybersecurity. In addition, the Board periodically participates in site visits to Honeywell’s facilities. For example, in 2018, Board members visited Honeywell’s new software center in Atlanta, Georgia, and attended its annual Technology Symposium.

Director Orientation. All new directors participate in our director orientation program during the first year on our Board. New directors receive an extensive suite of onboarding materials covering director responsibilities, corporate governance practices and policies, business strategies, leadership structure, and long-term plans. They then participate in a series of meetings over time with management representatives from all of our businesses and functional areas to review and discuss information about Honeywell’s strategic plans, financial statements, and key issues, policies, and practices. Based on feedback from our directors, we believe this graduated onboarding approach over the first year of Board service, coupled with participation in regular Board and committee meetings, provides new directors with a strong foundation for understanding our businesses, connects directors with members of management with whom they will interact, and accelerates their effectiveness to engage fully in Board deliberations. Directors have access to additional orientation and educational opportunities upon acceptance of new or additional responsibilities on the Board and in committees.

CORPORATE

GOVERNANCE

Name

Corporate Governance and
Responsibility

Management Development
and Compensation

Mr. Angove

Mr. Ayer

Mr. Burke

Mr. Chico Pardo*

ex officio

ex officio

Mr. Davis

Chair

Ms. Deily

Chair

Mr. Gregg

Mr. Hollick

Ms. Lieblein

Mr. Paz

Chair

Ms. Washington

Chair

2018 Meetings

11

4

6

3

I  AUDIT COMMITTEE

•  Appoint (subject to shareowner approval), and be directly responsible for the compensation, retention and oversight of, the firm that serves as independent accountants to audit our financial statements and to perform services related to the audit; this includes resolving disagreements between management and the independent accountants regarding financial reporting;

•  Review the scope and results of the audit with the independent accountants;

•  Consider the accountants’ independence;

•  Review with management and the independent accountants, prior to filing, the annual and interim financial results (including Management’s Discussion and Analysis) to be included in Forms 10-K and 10-Q;

•  Consider the adequacy and effectiveness of our internal control over financial reporting and auditing procedures;

•  Review, approve, and establish procedures for the receipt, retention, and treatment of complaints received by Honeywell regarding accounting, internal control over financial reporting or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

•  Review material legal and compliance matters, the effectiveness of the Company’s integrity and compliance program and significant health, safety, or environmental incidents; and

•  Together with the full Board, exercise oversight over management’s enterprise risk management (ERM) process and assess whether mitigation strategies for the risks identified through the ERM process are adequate, including for such risks as cybersecurity, import-export compliance, and foreign corrupt practices.

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GOVERNANCE

I   CORPORATE GOVERNANCE AND

    RESPONSIBILITY COMMITTEE

    (CGRC)

•  Identify and evaluate potential director candidates and recommend to the Board the nominees to be proposed by the Company for election to the Board;

•  Review and make a recommendation to the Board regarding whether to accept a resignation tendered by a Board nominee who does not receive a majority of votes cast for his or her election in an uncontested election of directors;

•  Review annually and recommend changes to the Corporate Governance Guidelines;

•  Together with the Lead Director, lead the Board in its annual review of the performance of the Board and its committees;

•  Review policies and make recommendations to the Board concerning the size and composition of the Board, the qualifications and criteria for election to the Board, retirement from the Board, compensation and benefits of non-employee directors, the conduct of business between Honeywell and any person or entity affiliated with a director, and the structure and composition of Board committees; and

•  Review Honeywell’s policies and programs relating to health, safety, and environmental matters; sustainability; political contributions and lobbying, inclusion and diversity and such other matters, including the Company’s Code of Business Conduct, as may be brought to the attention of the committee regarding Honeywell’s role as a responsible corporate citizen.

Nomination of New Candidates. Potential director candidates meeting the criteria established by the CGRC and Lead Director are then identified either by reputation, existing Board members, or shareowners. The CGRC is also authorized, at the expense of Honeywell, to retain search firms to identify potential director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates. Search firms retained by the CGRC shall be provided guidance as to the particular experience, skills, or other characteristics that the Board is then seeking. The CGRC may delegate responsibility for day-to-day management and oversight of a search firm engagement to the Chairman of the Board and/or the Senior Vice President, Human Resources, Security and Communications.

Re-nomination of Incumbents. To ensure that the Board continues to evolve and be refreshed in a manner that serves the changing business and strategic needs of Honeywell, before recommending for re-nomination a slate of incumbent directors for an additional term, the CGRC also evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. This evaluation is based primarily on the results of the annual review it performs with the Board of the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole, and the results of the Board’s annual self-evaluation.

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I   MANAGEMENT DEVELOPMENT

    AND COMPENSATION COMMITTEE

    (MDCC)

•  Evaluate and approve executive compensation plans, policies, and programs, including review and approval of executive compensation-related corporate goals and objectives;

•  Sole authority to retain and terminate a compensation consultant to assist in the evaluation of CEO or senior executive compensation;

•  Review and approve the individual goals and objectives of the Company’s executive officers;

•  Evaluate the CEO’s performance relative to established goals and objectives and, together with the other independent directors, determine and approve the CEO’s compensation level;

•  Review and determine the annual salary and other remuneration (including incentive compensation and equity-based plans) of all other officers;

•  Review and discuss with management, the Compensation Discussion and Analysis and other executive compensation disclosure included in this Proxy Statement;

•  Produce the annual Committee Report included in this Proxy Statement;

•  Form and delegate authority to subcommittees when appropriate;

•  Review the management development program, including executive succession plans; and

•  Review or take such other action as may be required in connection with the bonus, stock, and other benefit plans of Honeywell and its subsidiaries.

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Any other services provided to Honeywell by PM;

Fees received by PM from Honeywell as a percentage of PM’s total revenue;

Policies or procedures maintained by PM to prevent a conflict of interest;

Any business or personal relationship between the individual PM consultants assigned to the Honeywell relationship and any MDCC member;

Any business or personal relationship between the individual PM consultants assigned to the Honeywell relationship, or PM itself, and Honeywell’s executive officers; and

Any Honeywell stock owned by PM or the individual PM consultants assigned to the Honeywell relationship.

I  RETIREMENT PLANS COMMITTEE

•  Appoint the trustees for funds of the employee pension benefit plans of Honeywell and certain subsidiaries;

•  Review funding strategies;

•  Review investment policy for fund assets; and

•  Oversee members of management that direct the investment of pension fund assets.

CORPORATE RESPONSIBILITY

AND SUSTAINABILITY

The Corporate Governance and Responsibility Committee (CGRC) has primary jurisdiction for managing risks and opportunities associated with E&S, meeting at least once a year with the Corporate Vice President for Health, Safety, Environment, Product Stewardship and Sustainability (HSEPS), the Senior Vice President for Government Relations, the Senior Vice President for Human Resources, Security and Communications, and other leaders with responsibility for E&S to present and discuss various E&S topics.

Direct Audit Committee and Board engagement with E&S risk areas through a robust and comprehensive Enterprise Risk Management program.

Direct Board engagement on select E&S topics. In the past 12 months, management has presented to the Board on a variety of E&S initiatives such as employee diversity, sexual harassment compliance, safety, business continuity, and environmental matters.

CORPORATE RESPONSIBILITY

AND SUSTAINABILITY

CORPORATE RESPONSIBILITY

AND SUSTAINABILITY

>60%

reduction in greenhouse gas intensity since 2013, exceeding our third public five-year goal and achieving 58 MT CO2e/$M at the end of 2018

>50%

energy efficiency improvement since 2013 to 132 MWh/$M (or 0.45 BBTU/$M) at the end of 2018

4,350

greenhouse gas and energy efficiency projects completed since 2010 saving an annualized $80M

127

million gallons of water saved in water-stressed regions since 2013 from 150 projects

0.42

total case incident rate (TCIR), a safety record over 4x better than the weighted average TCIR of the industries in which we operate

~3,000

acres remediated and restored as valuable community assets

Protects its people and the environment;

Drives compliance with all applicable regulations;

Achieves sustainable growth and accelerated productivity; and

Develops technologies that expand the sustainable capacity of our world.

CORPORATE RESPONSIBILITY

AND SUSTAINABILITY

Honeywell exceeded its first public goal to reduce global greenhouse gases by more than 30% and improve energy efficiency by more than 20% between 2004 and 2011.

A second five-year goal, set to reduce greenhouse gas emissions by an additional 15% per dollar of revenue from 2011 levels, was met three years early.

Honeywell exceeded its third goal to reduce greenhouse gas emissions per dollar of revenue from 2013 levels by an additional 10% by end of 2018.

Baltimore, Maryland. Former chemical plant was remediated and has become a new downtown community, Harbor Point. Harbor Point is now home to Exelon, a leading energy provider, Morgan Stanley, and Johns Hopkins Medicine.

Syracuse, New York. Allied Chemical, Honeywell’s predecessor, operated on the shores of Onondaga Lake for about 100 years. At one point the lake was considered the “Most Polluted Lake” in North America. Honeywell completed the cleanup in 2017, and in 2015 was presented with an Audubon New York award for its “leadership in one of the most ambitious environmental reclamation projects in the United States.” About 1,800 acres of wetlands have already been restored and preserved and ~1.1 million native plants are being planted. More than 250 wildlife species are now calling these areas home, and more than 120 unique bird species have been identified in and around Onondaga Lake.

Jersey City, New Jersey. Former 95-acre waste site in Jersey City has been cleaned up; in January 2019, the site was purchased by the City of Jersey City for Bayfront, a live-work-play development with waterfront access and 20+ acres of open space.

Approximately five million students have participated in Honeywell’s science, technology, engineering, and math (STEM) programs; 19 Atlanta teachers received computation and coding training at the new STEM Teacher Leadership Program at Georgia Tech, earning Georgia STEM School Certification; and Honeywell Control Labs in six universities in Turkey, Romania, and Indonesia are focused on loT technologies, serving 10,000+ students.

Students have received unique learning opportunities and educators gain valuable teaching tools to promote environmental science in the classroom through partnerships with environmental organizations in Mexico and the United States.