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"This acquisition enhances UTC Fire & Security's status as a leading franchise in the $100 billion global fire safety and electronic security industry," UTC President and Chief Executive Officer Louis Chenevert said. "It strengthens our North America footprint, extends our capabilities and complements our existing fire and security businesses.

"The acquisition also brings additional world class product lines to the UTC portfolio, improves our aftermarket revenue potential and will deliver solid long-term value for UTC shareholders," Chenevert continued. "We expect this transaction will be earnings neutral to UTC in 2010, after restructuring and transaction costs, and anticipate that the cost synergies will make it accretive in 2011 and beyond."

Headquartered in Connecticut, UTC Fire & Security is a business unit of United Technologies Corp., which provides high technology products and services to the building and aerospace industries worldwide. More information about UTC Fire & Security can be found at website: www.utcfireandsecurity.com.

This release includes "forward looking statements" concerning expected revenue, earnings and additional benefits of a transaction that remain subject to uncertainties. Important factors that could cause actual results to differ materially from those anticipated or implied in the forward looking statements include changes in anticipated or actual economic conditions, delays in or inability to obtain necessary regulatory approvals on acceptable terms and delays in achieving anticipated synergies and in integrating the acquired businesses. For information identifying other important economic, political, regulatory, legal, technological, competitive and other uncertainties, see UTC's SEC filings as submitted from time to time, including but not limited to, the information in the "Business" section of UTC's Annual Report on Form 10-K, the information included in UTC's 10-K and 10-Q Reports under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the information included in Current Reports on Form 8-K.

UTC-IR

    Contact:
    John Moran, UTC
    (860) 728-7062

www.utc.com

SOURCE United Technologies Corp.

http://www.utc.com

The board of directors for both components of the Dow Jones Industrial Average approved the deal, which remains subject to regulatory approval. A closing date wasn't available.

Hartford, Conn.-based UTC (UTX 67.13, +0.16, +0.24%) said the purchase will be neutral to earnings for 2010 and improve them in 2011.

"This acquisition enhances UTC Fire & Security's status as a leading franchise in the $100 billion global fire safety and electronic security industry," UTC Chief Executive Louis Chenevert said in a statement. "It strengthens our North America footprint, extends our capabilities and complements our existing fire and security businesses." It also brings UTC into the residential and consumer business, putting it in direct competition with ADT Security, which is owned by Swiss-based Tyco International Ltd.(TYC 35.68, +0.80, +2.29%) , according to Nick Heymann, an analyst with Sterne, Agee & Leach.

"GE will take a loss on this...but the deal makes a lot of strategic sense for UTC," he said.

Shares of United Technologies rose a fraction to $67.08. Shares of GE fell less than 1% to $15.72. (GE 15.81, -0.02, -0.13%) has been shedding non-core businesses to raise cash and cover losses from its troubled financial arm. In addition to its fire and security business, GE also wants to sell its appliance unit and said Tuesday it was close to selling part of its stake in NBC Universal to Comcast Corp.(CMCS.A 15.28, +0.18, +1.21%).

Headquartered in Bradenton, Fla., GE Security has eight manufacturing facilities and about 4,700 employees in 26 countries. It has annual sales of about $2 billion.

UTC Fire & Security is one of the company's smallest of six segments in terms of sales. It also has about 43,000 employees in 25 countries.

The fire and security market has been under pressure for the last year as the recession scales back housing and commercial construction. In the third quarter, UTC Fire & Security reported its sales fell about 12.5% from a year ago to $1.4 billion.

Selling GE Security helps the company unload a less-than-stellar business relative to its core industrial portfolio, said Heymann.

"They never had the dominant [fire & security] system," Heymann said. Dealers had a basket of GE brands, but they market growth was limited because they couldn't cross sell them with other building products, which UTC can presumably do with its elevator and ventilation products.

UTC is well known for squeezing out costs in their acquisitions, and there are bound to be savings down the road in overlapping operations, analysts said.

Cowen & Co. analyst Cai von Rumohr said UTC got a fair price for the business at about nine times earnings before interest, taxes, depreciation, and amortization.

"For UTC, its something that fills a hole in their portfolio they've been wanting to fill for some time," Rumohr said in an interview.

Kohl's profit rises more than expected Mid-priced department-store chain Kohl's Corp. said Thursday that its fiscal third-quarter profit rose 21%, helped by inventory and expense control and offerings only exclusive to its stores.

Net income gained to $193 million, or 63 cents a share, from $160 million, or 52 cents, a year earlier. Sales climbed 6.5% to $4.1 billion with comparable-store sales increasing 2.4%.

The company (KSS 54.55, -0.04, -0.07%) forecast fourth-quarter profit of $1.14 to $1.24 share with same-store sales to range between a decline of 1% and a 2% increase. For the year, it sees profit of $2.98 to $3.08 a share for the year.

Analysts, on average, estimated Kohl's to earn 58 cents a share in the third quarter, $1.23 a share in the fourth quarter and $3.04 for the year, according to FactSet.

Kohl's shares rose 1.3% in early trading.

"Kohl's strong reduction in clearance inventory continues to result in improved merchandise margins," said Thomas Weisel Partners analyst Liz Dunn. "We believe (Kohl's) is being conservative with its sales guidance given easier comparisons." Gross margin widened to 38% from 37.4%. Inventory while up 2.6% was below the sales growth rate.

Like its rivals including J.C. Penney Co. (JCP 29.52, -0.35, -1.17%) , Kohl's has expanded its exclusive and private-label offerings, which include Candie's and Dana Buchman, to differentiate its merchandise from others to lure shoppers. The company also has benefited from an improved demand in California and taking advantage of the vacated locations from its former and bankrupt rival Mervyns.

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Rumor (August 27, 2009):

According to The Financial Times, industry sources reported that UTC may consider the acquisition of GE Security from GE.

Reportedly, Robert Bosch GmbH and Tyco International, Ltd. are also interested in the acquisition, which is estimated to be worth $2,000 million.

JPMorgan is acting as financial advisor to GE on this sale. Wachtell, Lipton, Rosen & Katz LLP is acting as legal advisor to UTC.

Deal Value (US$ Million) 1820
Deal Type                Acquisition
Sub-Category             Majority Acquisition
Deal Status              Announced: 2009-11-12

Deal Participants

Target (Company)   GE Security, Inc.
Acquirer (Company) United Technologies Corporation
Vendor (Company)   General Electric Company

Deal Rationale

The sale of GE Security is part of GE's effort to exit lines of business that are not core to its operations. This acquisition enhances UTC Fire & Security's status as a franchise in the $100,000 million global fire safety and electronic security industry. The acquisition also strengthens UTC's North America footprint, extends capabilities and complements its existing fire and security businesses. The acquisition also brings additional product lines to the UTC portfolio, improves its aftermarket revenue potential and will deliver long-term value for UTC shareholders.