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United Technologies Corporation(NYSE:UTX) entered into accelerated share repurchase agreements with each of Goldman Sachs Group Inc(NYSE:GS) and Morgan Stanley(NYSE:MS) to repurchase an aggregate of $2.65 billion of the Company’s common stock.

Under the terms of the ASR agreements, the Company will make a $1.325 billion payment to each of Goldman Sachs and Morgan Stanley on March 13, 2015 and will receive from each of them on the same day an initial delivery of 9,289,426 shares of the Company’s common stock.  The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the ASR transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements. At settlement, under certain circumstances, each of Goldman Sachs and Morgan Stanley may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of common stock or to make a cash payment, at the Company’s election, to Goldman Sachs and Morgan Stanley.  The final settlement of the transactions under the ASR agreements is expected to occur no later than the fourth quarter of 2015 and may be accelerated at the option of Goldman Sachs or Morgan Stanley, as the case may be.

Each of the ASR agreements contains customary terms for these types of transactions, including the mechanisms to determine the number of shares or the amount of cash that will be delivered at settlement, the required timing of delivery upon settlement, the specific circumstances under which adjustments may be made to the transactions, the specific circumstances under which the transactions may be cancelled prior to the scheduled maturity and various acknowledgements, representations and warranties made by the Company and Goldman Sachs or Morgan Stanley, as applicable, to one another.

The ASR is part of the Company’s previously announced share repurchase target of $3 billion for 2015 and within the remaining number of shares authorized under the Board of Directors’ previously announced authorization for the purchase of up to 60 million shares of Company common stock.

United Technologies Corporation provides high technology products and services to the building systems and aerospace industries worldwide. The Company announced the formation of UTC Building and Industrial Systems, a new organizational structure consisting of the Otis and UTC Climate, Controls & Security segments. The Company’s operations are classified into five principal segments: Otis, UTC Climate, Controls & Security, Pratt & Whitney, UTC Aerospace Systems, and Sikorsky. Otis and UTC Climate, Controls & Security Serve customers in the commercial, governmental and residential property sectors. UTC Climate, Controls & Security also serves industrial, transport refrigeration and food service equipment customers. Pratt & Whitney, UTC Aerospace Systems, and Sikorsky serve commercial and government customers in both the original equipment and aftermarket parts and services markets of the aerospace industry. Pratt & Whitney also serves customers in certain industrial markets.

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