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United Technologies (UTX) Board Approves Separation Of Carrier And Otis

March 11, 2020 5:39 PM EDT

United Technologies Corp. (NYSE: UTX) announced today that its Board of Directors approved the previously announced separations of Carrier and Otis. To effect the separations, the UTC Board of Directors declared a pro rata dividend of Carrier Global Corporation (NYSE: CARR) common stock and Otis Worldwide Corporation (NYSE: OTIS) common stock to be made effective at 12:01 a.m. EDT on April 3, 2020 to UTC's shareowners of record as of 5:00 p.m. EDT on March 19, 2020, the record date for the distribution. Each UTC shareowner will receive one (1) share of Carrier common stock and one-half (0.5) share of Otis common stock for every one (1) share of UTC common stock held on the record date. No fractional shares of Carrier or Otis will be issued in the distribution, and instead UTC shareowners will receive cash in lieu of any fractional shares. UTC shareowners will retain their shares of UTC common stock.

It is expected that both Carrier and Otis will commence equity roadshows on or around mid-March 2020. Carrier's investor presentation will be available at www.Corporate.Carrier.com and Otis' investor presentation will be available at www.otis.com prior to the roadshows.

Each distribution remains subject to certain conditions described in Carrier's and Otis' respective Registration Statements on Forms 10, as amended, including the Forms 10 having been declared effective by the U.S. Securities and Exchange Commission. Carrier's Form 10 has been filed by Carrier Global Corporation with the SEC and Otis' Form 10 has been filed by Otis Worldwide Corporation with the SEC and the Forms 10 can be found on UTC's website at www.utc.com. UTC expects to make available information statements to all shareowners entitled to receive the distributions of shares of Carrier and Otis common stock. The information statements are filed as exhibits to Carrier's and Otis' respective Registration Statements on Forms 10, and include information regarding the distributions of Carrier and Otis common stock, as well as the business, strategy and priorities for each respective company and certain risks of owning Carrier and Otis common stock and other information regarding the separations and distributions.

"We are taking another important step in the transformation of UTC and the establishment of two independent companies that are leaders in their respective industries with attractive investment profiles," said UTC Chairman and Chief Executive Officer Gregory Hayes. "As standalone public companies, Carrier and Otis are each well-positioned to drive sustained growth and innovation, with more focused business strategies that will enable them to maximize value for their customers and shareowners."

Hayes continued, "Executing the separations of Carrier and Otis is also a major milestone to completing the merger of UTC's aerospace businesses with Raytheon to create Raytheon Technologies, the premier aerospace and defense systems and services provider. Together, we will have a balanced and diversified portfolio with best-in-class technologies to address a full range of customer priorities and drive sustainable growth over the long-term. Our goal continues to be to have the merger ready to close concurrent with the portfolio separation."

When Issued (WI) Trading to Begin for Carrier and Otis on the New York Stock Exchange (NYSE)

UTC expects that "when-issued" trading for Carrier's and Otis' respective common stocks will begin on or around March 18, 2020 on the NYSE under the symbol "CARR-WI" for Carrier and "OTIS-WI" for Otis, and will continue up to and through the distribution date. Following the completion of the separations on April 3, 2020, Carrier and Otis common stocks will begin "regular way" trading on the NYSE.

Beginning on or around March 18, 2020 and continuing up to and through the distribution date, there will be two markets in UTC common stock on the NYSE: a "regular-way" market under the symbol "UTX," in which UTC shares will trade with the right to receive shares of Carrier and Otis common stock distributed pursuant to the distributions, and an "ex-distribution" market under the symbol "UTX-WI," in which UTC shares will trade without the right to receive shares of Carrier and Otis common stock distributed pursuant to the distributions. UTC shareowners who hold shares of common stock on the record date of March 19, 2020 and decide to sell any of those shares before the distribution date should consult their stockbroker, bank or other nominee to understand whether, the shares of UTC common stock will be sold with or without entitlement to Carrier and Otis common stock distributed pursuant to the distributions.

No action is required by UTC shareowners to receive shares of Carrier and Otis common stock in the Carrier and Otis distributions. UTC shareowners are encouraged to consult with their financial and tax advisors regarding the specific implications of the Carrier and Otis distributions, including the specific implications of buying or selling UTC common stock on or before the distribution date and the U.S. federal, state and local or foreign tax consequences, as applicable, of the Carrier and Otis distributions.



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