United Technologies Announces Cash Tender Offers for Notes

HARTFORD, Conn., Dec. 6, 2012 /PRNewswire/ -- United Technologies Corp. (NYSE:UTX) (the "Company," "us" or "UTC") today announced it has commenced cash tender offers (the "Offers") for six series of outstanding notes issued by the Goodrich Corporation, which was acquired by UTC earlier this year and is now a wholly-owned subsidiary of UTC.  With this offer, UTC expects to pay down a portion of the long-term debt issued by Goodrich Corporation.  UTC does not guarantee the notes, and SEC registration of the notes was terminated on July 27, 2012.

The Offers are being made pursuant to an Offer to Purchase, dated Dec. 6, 2012 (the "Offer to Purchase") and related Letter of Transmittal, dated Dec. 6, 2012 (the "Letter of Transmittal"), which set forth a description of terms of the Offers.  A summary of the Offers is outlined below:

The Offers are scheduled to expire at midnight, New York City time, at the end of Jan. 7, 2013, unless any one or more of the Offers are earlier terminated or extended by UTC in its sole discretion (such date and time, as the same may be extended with respect to any one or more of the Offers, the "Expiration Time").  Holders of the notes must validly tender their notes at or before 5 p.m., New York City time, on Dec. 19, 2012, unless extended by us (such date and time, as the same may be extended with respect to any one or more of the Offers, the "Early Tender Time"), to be eligible to receive the Total Consideration (as defined below).  Tenders of notes may be validly withdrawn at any time prior to 5 p.m., New York City time, on Dec. 19, 2012, unless extended by the Company with respect to any one or more of the Offers.  After such time, notes may not be validly withdrawn except as otherwise provided in the Offer to Purchase or as required by law.

The consideration paid in each of the Offers will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security (the "Reference U.S. Treasury Security") specified in the table above and on the cover page of the Offer to Purchase in the column entitled "Reference U.S. Treasury Security."  Holders who validly tender and do not validly withdraw notes at or prior to the Early Tender Time that are accepted for purchase will receive the "Total Consideration," which includes an early tender payment of $30 per $1,000 principal amount of notes accepted for purchase (the "Early Tender Premium").  Holders who validly tender and do not validly withdraw notes after the Early Tender Time but at or prior to the Expiration Time that are accepted for purchase will receive the Total Consideration minus the Early Tender Premium.  In addition, in each case holders will receive accrued and unpaid interest on their notes up to, but excluding, the applicable settlement date.

The principal amount of each series of notes purchased pursuant to the Offers will not exceed the applicable Maximum Series Tender Cap.  Subject to the terms and conditions of the Offers, UTC may, at its option, accept for purchase and pay for (i) promptly after the Early Tender Time and at or prior to the Expiration Time (such payment date being the "Early Settlement Date"), a portion of the notes of any series that are validly tendered and not validly withdrawn at or prior to the Early Tender Time up to the applicable Maximum Series Tender Cap, and (ii) promptly after the Expiration Time, accept for purchase and pay for a principal amount of notes of each series up to the applicable Maximum Series Tender Cap, less the principal amount of any notes of such series purchased on the Early Settlement Date (if any), in each case subject to proration as described in the Offer to Purchase.

No Offer is conditioned on any of the other Offers or upon any minimum principal amount of notes of any series being tendered.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities.  No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.  The Offers are being made solely pursuant to terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal.

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Deutsche Bank Securities Inc. ("Deutsche Bank") and Goldman, Sachs, & Co. ("Goldman Sachs") are serving as Joint Dealer Managers for the Offers.  Questions regarding the Offers may be directed to Merrill Lynch at 888-292-0070 (toll free) or 646-855-3401 (collect), to Deutsche Bank at 866-627-0391 (toll free) or 212-250-2955 (collect), or to Goldman Sachs at 800-828-3182 (toll free) or 212-902-6941 (collect).  Requests for the Offer to Purchase or the Letter of Transmittal or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as Tender and Information Agent for the Offers, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (800) 967-4604.

United Technologies Corp., based in Hartford, Conn., is a diversified company providing high technology products and services to the building and aerospace industries.

This press release includes statements related to proposed transactions, anticipated uses of cash, and plans to reduce debt that constitute "forward-looking statements" under the securities laws.  Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "confident" and other words of similar meaning in connection with a discussion of future operating or financial performance.  All forward-looking statements involve risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied in the forward-looking statements.  Risks and uncertainties include, without limitation, the effect of economic conditions in the markets in which we operate, including financial market conditions, fluctuation in commodity prices, interest rates and foreign currency exchange rates; future levels of capital and research and development spending; levels of end market demand in construction and in the aerospace industry; levels of air travel; financial difficulties of commercial airlines; the financial condition of our customers and suppliers; cost reduction efforts and restructuring costs; the scope, nature or impact of acquisitions, dispositions, joint ventures and other business arrangements, including integration of acquired businesses; the development and production of new products and services; and the effect of changes in laws and regulations and political conditions in countries in which we operate and other factors beyond our control.  For additional information identifying risk factors and uncertainties, see our reports on Forms 10-K, 10-Q and 8-K filed with the SEC from time to time, including, but not limited to, the information included in UTC's Forms 10-K and 10-Q under the headings "Business," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Legal Proceedings" and in the notes to the financial statements included in UTC's Forms 10-K and 10-Q.  The forward looking statements included in this press release are made only as of the date hereof.  UTC undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.

Contact: Ian Race
(860) 728-6515
www.utc.com

UTC-IR

SOURCE United Technologies Corp.