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UTX > SEC Filings for UTX > Form 8-K/A on 11-Oct-2012All Recent SEC Filings

Show all filings for UNITED TECHNOLOGIES CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for UNITED TECHNOLOGIES CORP /DE/


11-Oct-2012

Completion of Acquisition or Disposition of Assets, Financial Sta


Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 26, 2012, United Technologies Corporation ("UTC") filed a Current Report on Form 8-K (the "Initial Form 8-K") with the Securities and Exchange Commission (the "SEC") reporting that on July 26, 2012 UTC consummated the merger contemplated by the Agreement and Plan of Merger, dated as of September 21, 2011 (the "Merger Agreement"), by and among UTC, Charlotte Lucas Corporation, a wholly owned subsidiary of UTC ("Merger Sub"), and Goodrich Corporation ("Goodrich"), which resulted in the merger of Merger Sub with and into Goodrich (the "Merger"), with Goodrich continuing as the surviving corporation of the Merger and a wholly owned subsidiary of UTC. The description of the Merger and other transactions contemplated by the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed on September 23, 2011, and incorporated herein by reference.

This Current Report on Form 8-K/A is being filed to amend and supplement the Initial Form 8-K to provide the financial statements described in Item 9.01 below which were not previously filed with the Initial Form 8-K, and which are permitted to be filed by amendment no later than 71 calendar days after the date the Initial Form 8-K was required to be filed with the SEC.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of a Business Acquired.

Goodrich's audited consolidated financial statements for the fiscal year ended, and as of, December 31, 2011 and unaudited consolidated financial statements for the quarter ended, and as of, March 31, 2012, which were included in Goodrich's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, respectively, are attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information related to the Merger is attached as Exhibit 99.3 to this Form 8-K/A and incorporated herein by reference.

(d) Exhibits

Exhibit
Number           Description

Exhibit 15.1     Letter Re Unaudited Interim Financial Information

Exhibit 23.1     Consent of Ernst & Young LLP.

Exhibit 99.1     Goodrich Corporation audited consolidated financial statements for
                 the fiscal year ended December 31, 2011.

Exhibit 99.2     Goodrich Corporation unaudited consolidated financial statements
                 for the fiscal quarter ended March 31, 2012

Exhibit 99.3     Unaudited Pro Forma Condensed Combined Financial Information


Cautionary Note Regarding Forward-Looking Statements

Statements in this report that are not historical are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "confident" and other words of similar meaning in connection with a discussion of future operating or financial performance. It is uncertain whether the events anticipated will transpire, or if they do occur what impact they will have on the results of operations and financial condition of UTC, Goodrich and their affiliates. These forward looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to risks that the transactions contemplated by the Merger Agreement disrupt plans and operations of UTC, UTC's ability to realize anticipated synergies, UTC's ability to achieve anticipated financial results, the amount of costs, fees, expenses and charges incurred by UTC and Goodrich related to the transaction, the risks associated with international business operations, the risks associated with governance and control matters, and changes in vendor, payer and customer relationships and terms. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the SEC filings submitted by UTC from time to time, including its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K. The forward looking statements included in this Report are made only as of the date of this Report. UTC does not undertake any obligation to update the forward-looking statements to reflect subsequent events or circumstances.


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