On August 16, 2018, United Technologies Corporation (the Company) issued $ 1.0 billion aggregate principal amount of
3.350% Notes due 2021 (the notes due 2021), $2.25 billion aggregate principal amount of 3.650% Notes due 2023 (the notes due 2023), $1.5 billion aggregate principal amount of 3.950% Notes due 2025 (the notes
due 2025), $3.0 billion aggregate principal amount of 4.125 % Notes due 2028 (the notes due 2028), $750 million aggregate principal amount of 4.450% Notes due 2038 (the notes due 2038), $1.75 billion
aggregate principal amount of 4.625% Notes due 2048 (the notes due 2048) and $750 million aggregate principal amount of Floating Rate Notes due 2021 (the floating rate notes due 2021 and together with the notes due 2021,
notes due 2023, notes due 2025, notes due 2028, notes due 2038 and notes due 2048, the Notes).
The Notes were registered
under the Securities Act of 1933, as amended (the Act), pursuant to the Companys Registration Statement on Form
S-3
(File
No. 333-211035)
(the
Registration Statement) filed on April 29, 2016. On August 15, 2018, the Company filed with the SEC a Prospectus Supplement dated August 13, 2018 (the Prospectus Supplement) containing the final terms of the
Notes pursuant to Rule 424(b)(2) of the Act.
In connection with the offer and sale of the Notes, the Company entered into an Underwriting
Agreement, dated August 13, 2018 (the Underwriting Agreement), and a Pricing Agreement, dated August 13, 2018 (the Pricing Agreement), each between the Company and Morgan Stanley & Co. LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and HSBC Securities (USA) Inc., as Representatives of the Underwriters listed in Schedule I to the Pricing Agreement. A form of the Underwriting Agreement is included as Exhibit 1 to the Registration
Statement. The Notes were issued under the Amended and Restated Indenture, dated as of May 1, 2001 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York, as
trustee. The Indenture and a form of the Notes are included as Exhibits 4(a) and 4(b) to the Registration Statement.
The Company expects
to use the net proceeds received from the issuance of the notes due 2021, notes due 2023, notes due 2025, notes due 2028, notes due 2038 and the floating rate notes due 2021 to partially finance its payment obligations with respect to cash
consideration and related fees, expenses and other amounts in connection with the Companys acquisition of Rockwell Collins, Inc. The Company expects to use the proceeds of the notes due 2048 for general corporate purposes and/or the repayment
of debt, including its outstanding commercial paper.
For the relevant terms and conditions of the Underwriting Agreement and Pricing
Agreement and the Notes, please refer to the Prospectus Supplement.
This report is not intended to and does not constitute an offer to
sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.