HARTFORD, Conn., March 15, 2012 /PRNewswire/ -- In a meeting
with investors and analysts, United Technologies Corp. (NYSE: UTX)
today updated its financing plan for the proposed $16.5 billion cash acquisition of Goodrich Corp.
(NYSE: GR), including expected proceeds of approximately
$3 billion from net divestitures and
$1.5 billion from mandatory
convertible instruments.
UTC businesses identified for sale include Pratt & Whitney
Rocketdyne, Clipper Windpower and the Hamilton Sundstrand
Industrial businesses: Milton Roy,
Sullair and Sundyne. These businesses are treated as held for
sale and have been moved to discontinued operations in UTC's
financial statements. Gains realized at the time of closing
are expected to be greater than impairment charges in discontinued
operations.
"We are taking the opportunity to re-evaluate our portfolio as
we enter a transformational stage with the proposed acquisitions of
Goodrich and Rolls-Royce's share in the International Aero Engines
joint venture," said UTC Chairman & Chief Executive Officer
Louis Chenevert. "The proceeds from
divestitures of non-core businesses will help minimize the equity
issuance and reduce dilution from the Goodrich transaction.
"The Goodrich transaction remains on track for a mid-year
close," added Chenevert. "Including Goodrich, we expect United
Technologies' EPS from continuing operations in 2012 of
$5.30 to $5.50, up 0 to 4
percent."
On the same basis, the company expects 2012 sales of
$61 to $62 billion, up 9 to 11
percent and cash flow from operations less capital expenditures to
equal or exceed net income attributable to common
shareowners. The accompanying tables contain 2011 financial
results revised for discontinued operations.
United Technologies Corp., based in Hartford, Connecticut, is a diversified
company providing high technology products and services to the
building and aerospace industries. Additional information,
including a webcast, is available on the Internet at
http://www.utc.com.
This release includes statements that constitute
"forward-looking statements" under the securities laws.
Forward-looking statements often contain words such as "believe,"
"expect," "plans," "strategy," "prospects," "estimate," "project,"
"target," "anticipate," "will," "should," "see," "guidance,"
"confident" and similar terms. Forward-looking statements may
include, among other things, statements relating to future and
estimated sales, earnings, cash flow, financing plans, charges,
expenditures, proceeds of divestitures, results of operations, uses
of cash and other measures of 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 indebtedness and 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 impact of weather conditions and natural
disasters; the financial condition of our customers and suppliers;
delays and disruption in delivery of materials and services from
suppliers; cost reduction efforts and restructuring costs and
savings and other consequences thereof; the scope, nature or impact
of acquisitions, dispositions, joint ventures and other business
arrangements, including integration of acquired businesses; the
timing of completion of the previously announced transactions with
Goodrich and Rolls-Royce; the timing and impact of anticipated
dispositions of non-core businesses; the timing and amount of
anticipated gains, losses, impairments and charges related to such
dispositions; the timing and impact of anticipated financings in
connection with the anticipated Goodrich transaction; the
development and production of new products and services; the
anticipated benefits of diversification and balance of operations
across product lines, regions and industries; the impact of the
negotiation of collective bargaining agreements, and labor
disputes; the outcome of legal proceedings and other contingencies;
future availability of credit; pension plan assumptions and future
contributions; and the effect of changes in tax, environmental and
other laws and regulations and political conditions in countries in
which we operate and other factors beyond our control. The closing
of the Goodrich acquisition is subject to customary closing
conditions, including regulatory approvals. The transaction with
Rolls-Royce is also subject to customary closing conditions,
including regulatory approvals. The completion of the proposed
divestitures of non-core businesses is subject to uncertainties,
including the ability to secure disposition agreements on
acceptable terms; the satisfaction of information, consultation,
and / or negotiations obligations, if any, with employee
representatives; and satisfaction of other customary
conditions These forward-looking statements speak only as of
the date of this release and we undertake no obligation to update
or revise any forward-looking statements after we distribute this
release. For additional information identifying factors that may
cause actual results to vary materially from those stated in the
forward-looking statements, 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.
UTC-IR
Contact:
|
John
Moran, UTC
|
|
(860)
728-7062
|
United
Technologies Corporation
|
2011
Revised for Discontinued Operations
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Quarter
Ended
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Quarter
Ended
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Quarter
Ended
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Quarter
Ended
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Year
Ended
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March
31
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June
30
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September 30
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December 31
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December 31
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(in
millions)
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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Sales
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|
|
|
|
|
|
|
|
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Otis
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$
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2,772
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$
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3,192
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$
|
3,262
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$
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3,211
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|
$
|
12,437
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|
|
|
UTC Climate, Controls & Security
|
|
|
|
4,393
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|
|
5,140
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4,921
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4,410
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18,864
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Pratt &
Whitney
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|
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2,873
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3,276
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|
|
3,081
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|
|
3,481
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|
|
12,711
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|
|
|
Hamilton
Sundstrand
|
|
|
|
1,138
|
|
|
1,171
|
|
|
1,187
|
|
|
1,264
|
|
|
4,760
|
|
|
|
Sikorsky
|
|
|
|
1,582
|
|
|
1,786
|
|
|
1,877
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|
|
2,110
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|
|
7,355
|
|
|
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Total Segment
Sales
|
|
|
|
12,758
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14,565
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14,328
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14,476
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56,127
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Eliminations and other
|
|
|
|
(78)
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|
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(83)
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(88)
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(92)
|
|
|
(341)
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Consolidated Sales
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|
|
$
|
12,680
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|
$
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14,482
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$
|
14,240
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$
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14,384
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$
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55,786
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Operating Profit
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|
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Otis
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$
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630
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|
$
|
743
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$
|
731
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|
$
|
711
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|
$
|
2,815
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|
|
|
UTC
Climate, Controls & Security
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|
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|
471
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|
665
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|
615
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|
|
461
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|
|
2,212
|
|
|
|
Pratt
& Whitney
|
|
|
|
428
|
|
|
424
|
|
|
496
|
|
|
519
|
|
|
1,867
|
|
|
|
Hamilton
Sundstrand
|
|
|
|
172
|
|
|
185
|
|
|
204
|
|
|
198
|
|
|
759
|
|
|
|
Sikorsky
|
|
|
|
141
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|
|
277
|
|
|
215
|
|
|
207
|
|
|
840
|
|
|
|
Total
Segment Operating Profit
|
|
|
|
1,842
|
|
|
2,294
|
|
|
2,261
|
|
|
2,096
|
|
|
8,493
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|
|
|
Eliminations and other
|
|
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(65)
|
|
|
(49)
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(29)
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(138)
|
|
|
(281)
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|
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General
corporate expenses
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|
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|
(89)
|
|
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(104)
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|
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(102)
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(124)
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|
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(419)
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|
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Consolidated Operating Profit
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|
|
|
1,688
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|
|
2,141
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|
|
2,130
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|
|
1,834
|
|
|
7,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest
expense, net
|
|
|
|
148
|
|
|
141
|
|
|
140
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|
|
66
|
|
|
495
|
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Income from continuing operations before income taxes
|
|
|
|
1,540
|
|
|
2,000
|
|
|
1,990
|
|
|
1,768
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|
|
7,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
|
|
|
486
|
|
|
609
|
|
|
618
|
|
|
395
|
|
|
2,108
|
|
|
Income
from continuing operations
|
|
|
|
1,054
|
|
|
1,391
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|
|
1,372
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|
|
1,373
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|
|
5,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Income
from operations
|
|
|
|
90
|
|
|
79
|
|
|
74
|
|
|
64
|
|
|
307
|
|
|
|
Income tax
expense
|
|
|
|
43
|
|
|
40
|
|
|
25
|
|
|
15
|
|
|
123
|
|
|
|
Income
from discontinued operations
|
|
|
|
47
|
|
|
39
|
|
|
49
|
|
|
49
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
1,101
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|
|
1,430
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|
|
1,421
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|
|
1,422
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|
|
5,374
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|
|
Less:
Non-controlling interest in subsidiaries' earnings
|
|
|
|
89
|
|
|
112
|
|
|
97
|
|
|
97
|
|
|
395
|
|
|
Net income
attributable to common shareowners
|
|
|
$
|
1,012
|
|
$
|
1,318
|
|
$
|
1,324
|
|
$
|
1,325
|
|
$
|
4,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per Share - Basic
|
|
|
$
|
1.08
|
|
$
|
1.44
|
|
$
|
1.44
|
|
$
|
1.44
|
|
$
|
5.38
|
|
|
|
Earnings per Share - Diluted
|
|
|
|
1.06
|
|
|
1.41
|
|
|
1.42
|
|
|
1.42
|
|
|
5.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per Share - Basic
|
|
|
$
|
0.05
|
|
$
|
0.04
|
|
$
|
0.05
|
|
$
|
0.05
|
|
$
|
0.20
|
|
|
|
Earnings
per Share - Diluted
|
|
|
|
0.05
|
|
|
0.04
|
|
|
0.05
|
|
|
0.05
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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SOURCE United Technologies Corp.