On November 8, 2011, we entered into a bridge credit agreement with various financial institutions that provides for a $15 billion unsecured bridge loan facility available to partially fund the cash consideration of the pending acquisition of Goodrich and pay related fees, expenses and other amounts expected to become due and payable by UTC as a result of the acquisition. Any funding under the bridge credit agreement would substantially occur concurrently with the consummation of the Goodrich acquisition, subject to customary conditions for acquisition financings of this type. Any loans made pursuant to the bridge credit agreement would mature on the date that is 364 days after the funding date. We have reduced the available commitments under this bridge loan facility to $2 billion primarily as a result of the subsequent financing transactions on June 1, 2012 and June 18, 2012 as described below.

On April 24, 2012, we entered into a term loan credit agreement with various financial institutions that provides for a $2 billion unsecured term loan facility, and which is available to partially fund the cash consideration of the pending acquisition of Goodrich and pay related fees, expenses and other amounts expected to become due and payable by UTC as a result of the acquisition. Any loan under the 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 our $15 billion bridge credit agreement executed on November 8, 2011.

On June 1, 2012, we issued a total of $9.8 billion of long-term debt, which is comprised of $1.0 billion aggregate principal amount of 1.200% notes due 2015, $1.5 billion aggregate principal amount of 1.800% notes due 2017, $2.3 billion aggregate principal amount of 3.100% notes due 2022, $3.5 billion aggregate principal amount of 4.500% notes due 2042, $1.0 billion aggregate principal amount of three-month LIBOR plus 0.270% floating rate notes due 2013, and $0.5 billion aggregate principal amount of three-month LIBOR plus 0.500% floating rate notes due 2015. We expect to primarily use the net proceeds of these notes to partially fund the cash consideration for the pending acquisition of Goodrich and pay related fees, expenses and other amounts expected to become due and payable by UTC as a result of the acquisition. The remainder of the net proceeds from these notes, if any, will be used for general corporate purposes. The three-month LIBOR rate as of June 30, 2012 was approximately 0.5%.

On June 18, 2012, we issued 22,000,000 Equity Units. Each Equity Unit has a stated amount of $50 and initially is in the form of a corporate unit consisting of (a) a freestanding stock purchase contract under which the holder will purchase from us on August 1, 2015, a number of shares of our common stock determined pursuant to the terms of the agreement and (b) a 1/20, or 5.0%, undivided beneficial ownership interest in $1,000 principal amount on our 1.55% junior subordinated notes due 2022. Holders of the Equity Units will be entitled to receive quarterly contract adjustment payments at a rate of 5.95% per year of the stated amount of $50 per Equity Unit, subject to our right to defer such payments. We expect to primarily use the net proceeds of the Equity Units to partially fund the cash consideration of the pending acquisition of Goodrich and pay related fees, expenses and other amounts expected to become due and payable by UTC as a result of the acquisition. The remainder of the net proceeds from the Equity Units, if any, will be used for general corporate purposes.

The net proceeds from the sale of the Equity Units were allocated between the purchase contracts and the notes in our financial statements based on the underlying fair value of each instrument at the time of issuance taking into consideration the contract adjustment payments. The fair value of the purchase contracts is expected to approximate the present value of the contract adjustment payments and was recorded as a reduction to Common Stock, with an offsetting credit to liabilities. This liability will be accreted over three years through interest charges to the income statement based on a constant rate calculation. The purchase contracts are reflected in our diluted earnings per share calculations using the treasury stock method.

Cash generated from the issuances of long-term debt and Equity Units during June 2012 is currently designated for the Goodrich acquisition and payment of related fees, expenses and other amounts expected to become due and payable by UTC as a result of the acquisition, and has therefore been classified as “Restricted cash, current” in our Condensed Consolidated Balance Sheet as of June 30, 2012. The restricted cash balance held as of June 30, 2012 and December 31, 2011 was $10.7 billion and $37 million, respectively.

At June 30, 2012, we had revolving credit agreements with various banks permitting aggregate borrowings of up to $4 billion pursuant to a $2 billion revolving credit agreement and a $2 billion multicurrency revolving credit agreement, both of which expire in November 2016. As of June 30, 2012, there were no borrowings under either of these revolving credit agreements. The undrawn portions of our revolving credit agreements are also available to serve as backup facilities for the issuance of commercial paper. As of June 30, 2012, our maximum commercial paper borrowing authority as set by our Board of Directors was $4 billion. We generally use our commercial paper borrowings for general corporate purposes, including the funding of potential acquisitions and repurchases of our common stock.

(Dollars in millions)	June 30, 2012		December 31, 2011
LIBOR plus 0.270% floating rate notes due 2013	$	1,000	$	-
LIBOR plus 0.500% floating rate notes due 2015		500		-
1.200% notes due 2015*		1,000		-
4.875% notes due 2015*		1,200		1,200
5.375% notes due 2017*		1,000		1,000
1.800% notes due 2017*		1,500		-
6.125% notes due 2019*		1,250		1,250
8.875% notes due 2019		272		272
4.500% notes due 2020*		1,250		1,250
8.750% notes due 2021		250		250
3.100% notes due 2022*		2,300		-
1.550% junior subordinated notes due 2022**		1,100		-
6.700% notes due 2028		400		400
7.500% notes due 2029*		550		550
5.400% notes due 2035*		600		600
6.050% notes due 2036*		600		600
6.125% notes due 2038*		1,000		1,000
5.700% notes due 2040*		1,000		1,000
4.500% notes due 2042*		3,500		-
Project financing obligations		81		127
Other (including capitalized leases and discounts)		158		131
Total long-term debt		20,511		9,630
Less current portion		(61)		(129)
Long-term debt, net of current portion	$	20,450	$	9,501

* We may redeem some or all of these series of notes at any time at a redemption price in U.S. dollars equal to the greater of 100% of the principal amount outstanding of the applicable series of notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the applicable series of notes to be redeemed. The discounts applied on such redemptions are based on a semiannual calculation at an adjusted treasury rate plus 10-50 basis points, depending on the particular series. The redemption price will also include interest accrued to the date of redemption on the principal balance of the notes being redeemed.
** The junior subordinated notes are redeemable at our option, in whole or in part, on a date not earlier than August 1, 2017. The redemption price will be the principal amount, plus accrued and unpaid interest, if any, up to but excluding the redemption date. We may extend or eliminate the optional redemption date as part of a remarketing of the junior subordinated notes which could occur between April 29, 2015 and July 15, 2015 or between July 23, 2015 and July 29, 2015.

We have an existing universal shelf registration statement filed with the Securities and Exchange Commission (SEC) for an indeterminate amount of equity and debt securities for future issuance, subject to our internal limitations on the amount of equity and debt to be issued under this shelf registration statement.

The closing of the acquisition of Goodrich on July 26, 2012 materially changed certain of the borrowings and lines of credit listed above. See Note 17 for discussion of subsequent events, including the Goodrich acquisition financing.