Honeywell International Inc. · NASDAQ:HON

Honeywell International — Merger or Acquisition (February 2016)

12 slides from Honeywell International's merger presentation, Feb 26, 2016

  1. Slide 1: Honeywell Releases Details of February 19, 2016 Proposal Made to United Technologies

    Contacts: Media Investor Relations Robert C. Ferris Mark Macaluso (973) 455-3388 (973) 455-2222 rob.ferris@honeywell.com mark.macaluso@honeywell.com HONEYWELL RELEASES DETAILS OF FEBRUARY 19, 2016 PROPOSAL MADE TO UNITED TECHNOLOGIES MORRIS PLAINS, N.J., February 26, 2016 -- Honeywell ( NYSE: HON )

  2. Slide 2: HON and UTX: A Unique and Compelling Opportunity for Shareholders

    HON AND UTX : A UNIQUE AND COMPELLING OPPORTUNITY FOR SHAREHOLDERS February 2016 Honeywell Confidential Information

  3. Slide 3: Benefits of a Unique Industrial Combination

    PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT AND CLIENT COMMUNICATION 1 BENEFITS OF A UNIQUE INDUSTRIAL COMBINATION • A Global Leader In Attractive End Markets Tied To Advantaged Secular Growth Themes - Technology Leadership with World - Class Aerospace, Buildings and Industrial Offerings • Wor

  4. Slide 4: Elements of Current Proposal

    PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT AND CLIENT COMMUNICATION • Over $39B In Value Creation for UTX Shareholders • Over $ 72 B In Value Creation To All Shareholders • $ 3.5B Estimated Cost Synergies; ~ $ 20/share in Synergy Value Proposed Structure 2 ELEMENTS OF CURRENT PROPOSAL • Cash

  5. Slide 5: Strengthened Financial Profile

    PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT AND CLIENT COMMUNICATION 3 ~$ 9 7 B in sales ~20% Double Digit + ~$ 10 B Target 100% conversion Strong Investment Grade ++ + ++ + / = = • Enhanced global scale with strong set of focused businesses • Impact of synergies and operating efficiencies • C

  6. Slide 6: Well-Balanced Combined Portfolio

    WELL - BALANCED COMBINED PORTFOLIO Geography (Source: 2015 Annual Reports) Cycle (Source: 2013 Initiating Coverage Report for U; 2014 Investor Day and 2015 Broker Report for H) (a) Services vs. Products (Source: 2015 Annual Report) HON UTX COMBINED 4 Services 20% Products 80% Services 27% Products 7

  7. Slide 7: Well-Balanced Combined Portfolio to Better Serve Customers

    PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT AND CLIENT COMMUNICATION WELL - BALANCED COMBINED PORTFOLIO TO BETTER SERVE CUSTOMERS x Global Franchises x High - Growth Regions Presence x Strong Aftermarket Content x Technology Leadership in Key Segments A DIVERSIFIED GLOBAL BUSINESS LEADER Homes

  8. Slide 8: Significant Synergy Opportunity Identified

    6 SIGNIFICANT SYNERGY OPPORTUNITY IDENTIFIED Anticipated Cost Synergies Sales Synergy Upside Purchasing / Raw Material Spend Indirect SG&A Corporate Other ~$3.5B • ~ 3.5% Of Combined Company Sales , Fully Realized By Year 4 , consistent with experience and precedents • Substantial Commercial Opportu

  9. Slide 9: Benefits to Commercial and Defense Customers

    7 BENEFITS TO COMMERCIAL AND DEFENSE CUSTOMERS Operational Efficiency World - Class Technology • Aerospace industry requires heavy investments in technology while meeting aggressive price targets • Both companies are recognized technology & thought leaders • Software & connectivity are key capabilit

  10. Slide 10: Significant Value Creation Potential

    $43/share Cash $88/share $134/share Current Share Price Value of Current Offer 8 SIGNIFICANT VALUE CREATION POTENTIAL Premium to UTX Shareholders with Significant Upfront Cash Upside from Leverage on Combined Company Balance Sheet Tremendous Synergy Opportunity Shared Between Shareholders Stronger F

  11. Slide 11: Two Industrial Leaders Coming Together

    9 TWO INDUSTRIAL LEADERS COMING TOGETHER • Leader In Global Aerospace Systems • One Of Top Aerospace Engine Players • One Of Top Commercial And Residential HVAC Platforms Globally • #1 in Elevators • Leader In Security • Achieving Competitive Excellence (ACE) Delivering Benefits To Customers & Share

  12. Slide 12: Details of Value Creation for UTX

    DETAILS OF VALUE CREATION FOR UTX 10 Notes Figures above rounded. Calculation results based on non-rounded numbers. (a) Closing Price as of 2/18/16. (b) Assumes fully diluted shares of 833.0 at closing price and 839.9 at offer price. (c) 40% ownership based on 515.7 shares of 1,300.2 total pro forma

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