Davis Polk advised the Dealers in connection with accelerated share repurchase transactions entered into between the Dealers and United Technologies Corporation (“UTC”), pursuant to which UTC will repurchase an aggregate of $6 billion of its common stock. Each Dealer has three tranches of $1 billion each. The tranches have staggered first dates on which such tranche may be accelerated at the option of the applicable Dealer. Under the terms of the transactions, UTC will make an initial aggregate payment of $6 billion and will receive an aggregate initial delivery of approximately 52 million shares of its common stock. The final number of shares to be repurchased under each transaction will be based on the average of the daily volume-weighted average prices of UTC’s common stock during the term of the applicable tranche, less a discount.

UTC provides high technology products and services to the building systems and aerospace industries worldwide.

The Davis Polk equity derivatives team included partner Ray Ibrahim and associate Robert Stewart. Lucy W. Farr provided tax advice. All members of the Davis Polk team are based in the New York office.

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