Bond Raytheon Technologies Inc. 4.5% ( US913017BT50 ) in USD

Raytheon Technologies Inc.

100 % ▲

United States

US913017BT50 ( in USD )

4.5% per year ( payment 2 times a year)

31/05/2042

Prospectus brochure of the bond Raytheon Technologies Corp US913017BT50 en USD 4.5%, maturity 31/05/2042

2 000 USD

3 500 000 000 USD

913017BT5

A- ( Upper medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

01/06/2026 ( In 60 days )

Raytheon Technologies Corporation is a global aerospace and defense company that designs, manufactures, and integrates advanced systems and services for commercial and military customers worldwide.

The Bond issued by Raytheon Technologies Inc. ( United States ) , in USD, with the ISIN code US913017BT50, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2042

The Bond issued by Raytheon Technologies Inc. ( United States ) , in USD, with the ISIN code US913017BT50, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Raytheon Technologies Inc. ( United States ) , in USD, with the ISIN code US913017BT50, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/101829/000119312512249106/...
424B2 1 d356672d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-167771
Calculation of Registration Fee

Proposed
Maximum
Maximum
Title of Each Class of
Amount to be
Offering Price
Aggregate
Amount of
Securities Offered

Registered

per Note

Offering Price
Registration Fee(1)
1.200% Notes due 2015
$1,000,000,000
99.944%
$999,440,000
$114,535.82
1.800% Notes due 2017
$1,500,000,000
99.914%
$1,498,710,000
$171,752.17
3.100% Notes due 2022
$2,300,000,000
99.923%
$2,298,229,000
$263,377.04
4.500% Notes due 2042
$3,500,000,000
98.767%
$3,456,845,000
$396,154.44
Floating Rate Notes due 2013
$1,000,000,000
100.000%
$1,000,000,000
$114,600.00
Floating Rate Notes due 2015

$500,000,000 100.000%
$500,000,000
$57,300.00
(1) Calculated in accordance with Rule 475(r) of the Securities Act of 1933, as amended.
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Prospectus Supplement
(To Prospectus dated April 27, 2012)
$9,800,000,000

$1,000,000,000 1.200% Notes due 2015
$1,500,000,000 1.800% Notes due 2017
$2,300,000,000 3.100% Notes due 2022
$3,500,000,000 4.500% Notes due 2042
$1,000,000,000 Floating Rate Notes due 2013
$500,000,000 Floating Rate Notes due 2015

United Technologies Corporation is offering four series of fixed rate notes that wil pay interest semiannual y in arrears on June 1 and December 1 of each year, beginning
on December 1, 2012, and two series of floating rate notes that wil pay interest quarterly in arrears, with respect to the floating rate notes due 2013 (as defined below), on March 2,
June 2, September 2 and December 2 of each year, beginning on September 2, 2012, and, with respect to the floating rate notes due 2015 (as defined below), on March 1, June 1,
September 1 and December 1 of each year, beginning on September 1, 2012. The fixed rate notes due 2015 wil bear interest at a rate equal to 1.200% per year, and wil mature on
June 1, 2015 (the "notes due 2015"). The fixed rate notes due 2017 wil bear interest at a rate equal to 1.800% per year, and wil mature on June 1, 2017 (the "notes due 2017"). The
fixed rate notes due 2022 wil bear interest at a rate equal to 3.100% per year, and wil mature on June 1, 2022 (the "notes due 2022"). The fixed rate notes due 2042 will bear interest at
a rate equal to 4.500% per year, and wil mature on June 1, 2042 (the "notes due 2042" and, together with the notes due 2015, the notes due 2017 and the notes due 2022, the "fixed rate
notes"). The floating rate notes due 2013 will bear interest at a floating rate equal to three-month LIBOR plus 0.270%, and wil mature on December 2, 2013 (the "floating rate notes due
2013"). The floating rate notes due 2015 wil bear interest at a floating rate equal to three-month LIBOR plus 0.500% and wil mature on June 1, 2015 (the "floating rate notes due 2015"
and, together with the floating rate notes due 2013, the "floating rate notes"). The fixed rate notes and the floating rate notes are together referred to as the "notes." If we do not
consummate the Acquisition (as defined below) of Goodrich (as defined below) on or prior to March 25, 2013, or if the Merger Agreement (as defined below) is terminated at any time
prior to that date, we wil be required to redeem all of the notes at the redemption price discussed under the caption "Description of the Notes--Special Mandatory Redemption." In
addition, we may redeem some or al of any series of fixed rate notes, in whole or in part, at any time at the redemption price discussed under the caption "Description of the Notes--
Optional Redemption of Fixed Rate Notes."
The notes wil be unsecured unsubordinated obligations of our company and wil rank equal y with each other and al of our other unsecured unsubordinated indebtedness
from time to time outstanding.
Investing in the notes involves certain risks. You should read this prospectus supplement and the accompanying
prospectus, including the documents incorporated by reference herein, carefully before you make your investment decision. See
"Risk Factors" beginning on page S-6 of this prospectus supplement, page 2 of the accompanying prospectus, as well as the "Risk
Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2011 and the "Risk Factors" section of our
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, which are incorporated by reference herein, for
more information.

Per
Per
Floating
Floating
Rate
Rate
Per Note
Per Note
Per Note
Per Note
Note
Note

due 2015

Total
due 2017

Total
due 2022

Total
due 204 2
Total
due 2013

Total
due 2015

Total

Public Offering
Price (1)
99.944% $999,440,000 99.914% $1,498,710,000 99.923% $2,298,229,000 98.767% $3,456,845,000 100.000% $1,000,000,000 100.000% $500,000,000
Underwriting
Discount
0.300% $ 3,000,000 0.350% $
5,250,000 0.450% $ 10,350,000 0.875% $ 30,625,000 0.200% $
2,000,000 0.300% $ 1,500,000
Proceeds to UTC
(before
expenses) (1) 99.644% $996,440,000 99.564% $1,493,460,000 99.473% $2,287,879,000 97.892% $3,426,220,000 99.800% $ 998,000,000 99.700% $498,500,000

(1)
Plus accrued interest from June 1, 2012, if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes wil not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect to deliver the notes to investors in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream and Euroclear, on or about June 1, 2012.

Joint Book-Running Managers

BofA Merrill Lynch

HSBC

J.P. Morgan

BNP PARIBAS

Citigroup

Deutsche Bank Securities

Goldman, Sachs & Co.
RBS
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Senior Co-Managers

The Williams Capital Group, L.P.
Banca IMI

Barclays Capital

BNY Mellon Capital Markets, LLC

COMMERZBANK

Mitsubishi UFJ Securities

RBC Capital Markets

Santander

Standard Chartered Bank

SMBC Nikko
Co-Managers

BMO Capital Markets

CICC HK Securities

UniCredit Capital Markets

The date of this prospectus supplement is May 24, 2012.
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We have authorized only the information contained in or incorporated by reference in this prospectus supplement and
the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different or
additional information. We are not, and the underwriters are not, making an offer of these notes in any jurisdiction where the
offer or sale of these notes is not permitted. You should not assume that the information appearing in this prospectus supplement,
the accompanying prospectus or the documents incorporated by reference herein or therein is accurate as of any date other than
their respective dates.
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1

Risk Factors
S-6

Ratio of Earnings to Fixed Charges
S-10
Use of Proceeds
S-10
Description of the Notes
S-11
Material U.S. Federal Tax Considerations
S-16
Underwriting
S-21
Independent Registered Public Accounting Firm
S-27
Where You Can Find More Information
S-28
Prospectus

Page
About This Prospectus

1

United Technologies Corporation

1

Risk Factors

2

Note Regarding Forward-Looking Statements

2

Use of Proceeds

3

Ratio of Earnings to Fixed Charges

3

Description of Debt Securities

3

Description of Debt Warrants

20
Description of Currency Warrants

22
Description of Stock-Index Warrants

26
Description of Capital Stock

29
Description of Equity Units and Stock Purchase Contracts

31
Legal Ownership

31
Plan of Distribution

34
Validity of the Securities

35
Independent Registered Public Accounting Firm

35
Where You Can Find More Information

35

S-i
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SUMMARY
The following summary highlights selected information contained elsewhere in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus and may not contain all the information you need in making your investment decision. You should read this entire
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein carefully,
including the "Risk Factors" sections contained in this prospectus supplement and the accompanying prospectus, the "Risk
Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2011 and the consolidated financial
statements and the related notes incorporated by reference therein and the "Risk Factors" section of our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2012 and the accompanying condensed consolidated financial statements
and the related notes.
United Technologies Corporation
United Technologies Corporation ("UTC") provides high technology products and services to the building systems and
aerospace industries worldwide. UTC conducts its business through five principal segments: Otis, UTC Climate, Controls &
Security, Pratt & Whitney, Hamilton Sundstrand and Sikorsky. Each segment groups similar operating companies, and the management
organization of each segment has general operating autonomy over a range of products and services. Effective starting in 2012, UTC
Climate, Controls & Security combines the prior Carrier and UTC Fire & Security segments into one segment. UTC has also
established UTC Propulsion & Aerospace Systems, a new organization consisting of Pratt & Whitney and Hamilton Sundstrand,
which will enable Pratt & Whitney and Hamilton Sundstrand to develop and offer integrated aerospace and propulsion products and
solutions. Pratt & Whitney and Hamilton Sundstrand continue to operate and report as separate segments. The principal products and
services of each segment are as follows:

· Otis: elevators, escalators, moving walkways and services.

· UTC Climate, Controls & Security: heating, ventilating, air conditioning (HVAC) and refrigeration systems, controls,
services and energy efficient products for residential, commercial, industrial and transportation applications, as well

as fire and special hazard detection and suppression systems and firefighting equipment, security, monitoring and rapid
response systems and service and security personnel services.

· Pratt & Whitney: commercial, military, business jet and general aviation aircraft engines, parts and services,

industrial gas turbines, geothermal power systems and space propulsion.

· Hamilton Sundstrand: aerospace products and aftermarket services, including power generation, management and
distribution systems, flight systems, engine control systems, environmental control systems, fire protection and

detection systems, auxiliary power units, propeller systems and industrial products, including air compressors,
metering pumps and fluid handling equipment.

· Sikorsky: military and commercial helicopters, aftermarket helicopter and aircraft parts and services.
United Technologies Corporation was incorporated in Delaware in 1934. Unless the context otherwise requires, "UTC,"
"we," "us," "our" or the "Company" means only United Technologies Corporation and any successor obligor, and not any of its
subsidiaries. Our principal executive offices are located at United Technologies Building, One Financial Plaza, Hartford, Connecticut
06103, telephone: (860) 728-7000.

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Recent Developments
Pending Acquisition of Goodrich Corporation
On September 21, 2011, UTC, Charlotte Lucas Corporation, a New York corporation and a wholly owned subsidiary of
UTC ("Merger Sub"), and Goodrich Corporation, a New York corporation ("Goodrich"), entered into a definitive Agreement and
Plan of Merger (the "Merger Agreement"), pursuant to which, among other things and subject to the satisfaction or waiver of
specified conditions, Merger Sub will merge with and into Goodrich (the "Acquisition"). As a result of the Acquisition, Merger Sub
will cease to exist, and Goodrich will survive as a wholly owned subsidiary of UTC. The Acquisition is expected to be completed in
mid-2012. However, there can be no assurance as to when or whether the Acquisition will be completed. See "Risk Factors--Risks
Related to the Acquisition."
At the effective time of the Acquisition (the "Effective Time"), each share of Goodrich common stock issued and
outstanding immediately prior to the Effective Time (other than shares held by Goodrich, UTC, Merger Sub or any of their respective
wholly owned subsidiaries) will be converted into the right to receive $127.50 in cash, without interest.
Goodrich is one of the largest worldwide suppliers of aerospace components, systems and services to the commercial and
general aviation airplane markets. Goodrich is also a leading supplier of systems and products to the global defense and space
markets. Goodrich's business is conducted globally with manufacturing, service and sales undertaken in various locations throughout
the world. Goodrich's products and services are sold principally to customers in North America, Europe and Asia. Goodrich had
revenues of approximately $8 billion in 2011. Once the Acquisition is complete, it is expected that Goodrich and Hamilton
Sundstrand will be combined to form a new segment named UTC Aerospace Systems. This segment and our Pratt & Whitney segment
will be separately reportable segments although they will both be included within the UTC Propulsion & Aerospace Systems
organizational structure.
The completion of the Acquisition is subject to customary conditions, including, without limitation, (1) the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other
consents and approvals required under applicable antitrust or other regulatory laws, including, without limitation, Council
Regulation No. 139/2004 and Commission Regulation No. 802/2004, as amended, (2) the absence of any order, law or other legal
restraint or prohibition preventing or prohibiting completion of the Acquisition, (3) the absence of certain governmental actions,
(4) the absence of a material adverse effect on Goodrich, (5) subject to certain exceptions, the accuracy of representations and
warranties of Goodrich, UTC and Merger Sub contained in the Merger Agreement and (6) the performance or compliance by
Goodrich, UTC and Merger Sub of or with their respective covenants and agreements contained in the Merger Agreement. This
offering is not conditioned upon the completion of the Acquisition.
Acquisition Financing
We estimate that the total amount of funds needed to pay the cash consideration for the Acquisition and to pay related fees,
expenses and other amounts expected to become due and payable by UTC as a result of the Acquisition will be approximately $16.5
billion (the "Acquisition Obligations"). In addition, we anticipate that Goodrich will have approximately $1.9 billion of net debt as
of the closing of the Acquisition.
UTC currently anticipates financing the Acquisition Obligations through (1) the issuance of the notes offered hereby,
(2) additional borrowings to be made under the $2 billion term loan credit agreement that UTC entered into on April 24, 2012
(described below), (3) additional borrowings to be made through certain commercial paper issuances and (4) the issuance of certain
other securities. We may subsequently reduce a portion of these additional borrowings using available cash (up to approximately $3
billion) and the proceeds of

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sales of certain non-core assets. The timing, amounts and terms of these borrowings and issuances and any subsequent reductions of a
portion of these additional borrowings will depend on market conditions and other factors, and our financing plans may change. The
Merger Agreement does not contain a financing condition. This offering is not conditioned upon the consummation of any of the
financings mentioned in this paragraph.
On November 8, 2011, UTC entered into a credit agreement (the "Bridge Credit Agreement") with JPMorgan Chase Bank,
N.A., as administrative agent, J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as joint lead arrangers and joint bookrunners, Bank of America, N.A. and HSBC Bank USA, National Association, as
syndication agents, Citibank, N.A., Deutsche Bank AG, BNP Paribas, Goldman Sachs Bank USA and The Royal Bank of Scotland
plc, as documentation agents, and the other lenders party thereto. The Bridge Credit Agreement provides for a $15 billion bridge loan
facility that will be available for UTC to pay a portion of the Acquisition Obligations. Any funding under the Bridge Credit
Agreement would occur substantially concurrently with the consummation of the Acquisition, subject to customary conditions for
acquisition financings of this type. The Bridge Credit Agreement contains provisions requiring the reduction of the commitments of
the lenders or the prepayment of outstanding advances by the amount of net cash proceeds above a certain threshold resulting from the
incurrence of certain indebtedness by UTC or its subsidiaries (including pursuant to this offering), the issuance of certain capital
stock by UTC and certain non-ordinary course sales or dispositions of assets by UTC or its subsidiaries. Any loans under the Bridge
Credit Agreement would mature on the date that is 364 days after the funding date.
On April 24, 2012, UTC entered into a term loan credit agreement with various financial institutions that provides for a $2
billion unsecured term loan facility (the "Term Loan Agreement"), available for UTC to pay a portion of the Acquisition Obligations.
Any loan under the Term Loan Agreement would mature on December 31, 2012, and funding would occur shortly before
consummation of the Acquisition, subject to customary conditions for financings of this type. Funding would be conditioned on the
substantially contemporaneous termination of the remaining commitments under the Bridge Credit Agreement.

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The Offering

Issuer
United Technologies Corporation

Notes Offered
$1,000,000,000 aggregate principal amount of 1.200% notes due 2015

$1,500,000,000 aggregate principal amount of 1.800% notes due 2017

$2,300,000,000 aggregate principal amount of 3.100% notes due 2022

$3,500,000,000 aggregate principal amount of 4.500% notes due 2042

$1,000,000,000 aggregate principal amount of floating rate notes due 2013

$500,000,000 aggregate principal amount of floating rate notes due 2015

Maturity
Notes due 2015: June 1, 2015

Notes due 2017: June 1, 2017

Notes due 2022: June 1, 2022

Notes due 2042: June 1, 2042

Floating Rate Notes due 2013: December 2, 2013

Floating Rate Notes due 2015: June 1, 2015

Interest Payment Dates
June 1 and December 1 of each year, beginning on December 1, 2012, in the case
of the fixed rate notes; March 2, June 2, September 2 and December 2 of each
year, beginning on September 2, 2012, in the case of the floating rate notes due
2013; and March 1, June 1, September 1 and December 1, beginning on
September 1, 2012, in the case of the floating rate notes due 2015.

Ranking
Each series of notes will:

· be general unsecured obligations of ours;

· rank equally in right of payment with all of our existing and any future unsecured

and unsubordinated indebtedness, including each other series of notes offered
hereby;

· rank senior in right of payment to any of our existing and future indebtedness

that is subordinated to the notes; and

· be effectively subordinated in right of payment to any of our existing and future
secured indebtedness to the extent of the assets securing such indebtedness, and

structurally subordinated to all existing and any future indebtedness and any
other liabilities of our subsidiaries.

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See "Risk Factors--Risks Relating to the Notes" in this prospectus supplement.

Optional Redemption
We may redeem some or all of any series of the fixed rate notes, in whole or in
part, at any time or from time to time, at the redemption prices set forth in this
prospectus supplement. See "Description of the Notes--Optional Redemption of
Fixed Rate Notes."

Special Mandatory Redemption
If we do not complete the Acquisition on or prior to March 25, 2013, or if the
Merger Agreement is terminated prior to that date, we must redeem all of the notes
at a redemption price equal to 101% of the aggregate principal amount of the
notes, plus accrued and unpaid interest to but excluding the Special Mandatory
Redemption Date (as defined under "Description of Notes--Special Mandatory
Redemption"). See "Risk Factors" and "Description of the Notes--Special
Mandatory Redemption."

Use of Proceeds
We anticipate that we will use the net proceeds from this offering to pay a portion
of the Acquisition Obligations, and for general corporate purposes if any proceeds
remain. See "Use of Proceeds."

Risk Factors
See "Risk Factors" beginning on page S-6 of this prospectus supplement and the
documents incorporated by reference in the accompanying prospectus for a
discussion of risks you should carefully consider before deciding whether to
invest in the notes.

Governing Law
New York.
For a more complete description of the terms of the notes see "Description of the Notes" in this prospectus supplement and
"Description of Debt Securities" in the accompanying prospectus.

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RISK FACTORS
An investment in the notes involves risks. You should carefully consider the risks and uncertainties described in this
prospectus supplement and the accompanying prospectus, including the risk factors set forth in the documents and reports filed with
the SEC that are incorporated by reference in this prospectus supplement and in the accompanying prospectus, such as the risk
factors under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2011 and under "Risk Factors" in
our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, each as on file with the SEC, before you make an
investment decision pursuant to this prospectus supplement and the accompanying prospectus. Our business, financial condition,
operating results and cash flows can be impacted by the factors set forth below, any one of which could cause our actual results to
vary materially from recent results or from our anticipated future results.
Risks Related to the Acquisition
We may not complete the Acquisition or complete the Acquisition within the time frame we anticipate; the acquired business may
underperform relative to our expectations; the Acquisition may cause our financial results to differ from our expectations or the
expectations of the investment community; we may not be able to achieve anticipated cost savings or other anticipated synergies.
The Acquisition is subject to a number of closing conditions, and the completion and success of the Acquisition is subject to a
number of risks and uncertainties. The unpredictability of the business and regulatory conditions affecting the industries in which we and
Goodrich operate, the uncertainty of regulatory approvals and other risks and uncertainties may adversely affect our ability to complete
the Acquisition or complete the Acquisition within the time frame we anticipate.
In addition, if the Acquisition is consummated, the success of the Acquisition will depend, in part, on our ability to realize the
anticipated synergies, cost savings and growth opportunities from the integration of Goodrich with our existing businesses. The
integration process may be complex, costly and time consuming. The potential difficulties of integrating the operations of Goodrich and
realizing our expectations for the Acquisition include, among others:

· failure to implement our business plan for the combined business;

· unanticipated issues in integrating manufacturing, logistics, information, communications and other systems;

· unanticipated changes in applicable laws and regulations;

· unanticipated changes in the combined business due to potential divestitures or other requirements imposed by antitrust

regulators;

· retaining key customers, suppliers and employees;

· retaining and obtaining required regulatory approvals, licenses and permits;

· operating risks inherent in the Goodrich business and our business;

· the impact on our or Goodrich's internal controls and compliance with the requirements under the Sarbanes-Oxley Act of

2002; and

· other unanticipated issues, expenses and liabilities.

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