United Technologies Corporation
10 Farm Springs Road

Farmington, CT 06032

 

Gregory J. Hayes President
Chief Executive Officer

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United Technologies remains firm in its belief that any combination with Honeywell would encounter insurmountable regulatory challenges in the U.S., EU, China, Brazil, Canada and other markets. Our Board of Directors and management team have devoted significant time to analyzing the regulatory issues and have received guidance from three leading law firms that a combination would be blocked outright or conditioned on significant divestitures after a lengthy and disruptive review period that would ultimately destroy shareholder value and undermine any rationale for the deal itself.  The value destruction from the cloud of uncertainty hanging over our businesses, employees and customers during an extended review period would be significant, and, under Honeywell's proposed construct, borne much more heavily by United Technologies and our shareowners.  The most recent public statements made by Honeywell and its advisors have reinforced our assessment that Honeywell simply believes it is in its interests to gloss over these fundamental transaction risks in connection with pursuing this opportunistic approach.

The current U.S. and global regulatory environment is the most aggressive toward mega-deals in decades.  A string of recent successful merger challenges has emboldened regulators to challenge mega-deals and demand increasingly broad remedies.  In addition, the U.S. Department of Defense has stated that it is strongly opposed to any further consolidation of major defense contractors.  Even those transactions in which the parties were represented by former heads of the DOJ Antitrust Division or FTC Bureau of Competition are not immune to being blocked, abandoned, or made contingent on larger than expected divestitures, including Electrolux/GE (abandoned December 2015), Sysco/US Foods (blocked June 2015), Office Depot/Staples (pending) and Halliburton/Baker Hughes (pending). See Exhibit A –The New Reality of U.S. Merger Enforcement.

Besides the U.S., regulators in the EU, China, Brazil and Canada (each a home to a major aircraft manufacturer) will also carefully review the transaction.  Each of these jurisdictions has independent authority to challenge the deal, impose divestiture remedies, and reject divestiture buyers.  Each regulator will conduct an independent investigation on its own timeline that will include written applications from the parties, outreach to customers, suppliers and competitors, and market studies.  These regulatory reviews likely would take up to 18 months, if not longer, given recent experience with transactions involving fewer areas of overlap.

Pervasive and complex competitive overlaps and customer opposition present overwhelming obstacles to regulatory approval.  The two companies are the world's largest aerospace systems suppliers and are head to head competitors (and in some cases the only true competitors) in numerous business lines in aerospace and building systems.  In the aerospace systems segment, the combined companies would have $30 billion of revenue and would dwarf the next competitor by nearly four times.  In addition, there is broad and meaningful overlap in our portfolios.  With respect to aerospace systems and aircraft engines, these overlaps include, but are not limited to:

 

§	small/medium aircraft engines

§	auxiliary power units

§	air management systems

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In our commercial businesses, we have significant overlap in security access and intrusion systems and fire panels and commercial fire detection and alarm systems.

In addition, the four largest commercial airframe manufacturers – Airbus, Boeing, Bombardier and Embraer – have already voiced their opposition to this potential combination both publicly and in no uncertain terms directly to UTC from the highest levels of each customer.  Given this level of customer opposition, which we predicted and indicated to Honeywell directly, we do not believe that even significant financial concessions could make them supportive of the proposed deal.  To the extent remedial divestitures are even possible, the large number and breadth of the overlaps would affect dozens of the companies' businesses around the world, with value destructive levels of revenue lost under tax-inefficient circumstances, pressuring future operating results and significantly impacting synergies.

There is also a serious question whether divestitures on the scale that would be required here may even be feasible.  Regulators' increasingly strict insistence upon robust remedies to ensure continued competition makes it unlikely that they would accept anything short of stand-alone business unit divestitures in these circumstances.  In addition, the agencies are virtually certain to require multiple upfront buyers here, meaning that, even under the best of circumstances, the timeline would be significantly extended.

Each potential buyer will be scrutinized by regulators and customers in each jurisdiction.  Both will be skeptical of or refuse to accept any buyer that is: a close competitor of the business to be sold; a company that lacks demonstrated engineering technical capability and resources devoted to product development; a company that has a history of "harvesting intellectual property rights" and not developing new products; or financial investors such as private equity firms.

Further complicating the necessary consensus among regulators as to acceptable buyers is that some jurisdictions, including China, regulate with the development of their national economic interests in mind.

In this case, because China's industrial policy places significant emphasis on domestic aerospace capability, the challenges may be even greater.  China's merger review authority (MOFCOM) likely will require divestiture of significant aerospace assets and, based on their past practice, may have a preference that the buyers of these assets be Chinese companies.  This poses significant conflicts with CFIUS, ITAR and other U.S. laws focused on national security policy.

In the end, as has been seen in recent high profile transactions, the regulators may well determine that no amount of divestitures will adequately address the competitive issues or that the proposed divestitures need to be at a level that is not supportable.

In the U.S., the regulator must ultimately sustain its determination in court.  In the EU, an appeal from a Commission prohibition takes years.  In much of the rest of the world, there is no appeal.

After a prolonged review and period of uncertainty weighing on the business, the options will be to accept the agency-imposed divestitures regardless of the impact on the business and shareholder value, abandon the transaction, or have the deal blocked.

The combination of the factors outlined above results in an unacceptable and imprudent level of risk and uncertainty regarding whether this deal would ever receive approval and, if received, the timing and cost of a closing.  Contrary to statements made by Honeywell's advisors, there is nothing "easy" about the regulatory process and prospects for this proposed deal.  In fact, there is a high likelihood that the deal could fail and the prolonged review process would have a material negative impact on UTC's operations, customer relationships and talent retention.  It is important to note that after the deal between Honeywell and GE was rejected in 2001 by the European Commission, Honeywell's stock price fell 38% over the 2000 to 2005 timeframe.  In light of this, it would be irresponsible for UTC to move forward with this proposed combination.

In July 2015, Assistant Attorney General Bill Baer, antitrust chief at the Department of Justice, cautioned "[t]here are some ideas that should never get out of the boardroom."¹  A string of successful merger challenges has emboldened regulators to challenge mega-deals and demand increasingly broad remedies after review periods lasting well over a year.  Even those transactions in which the parties were represented by former heads of the DOJ Antitrust Division or FTC Bureau of Competition are not immune to being blocked, abandoned, or made contingent on larger than expected divestitures:

·	Electrolux/GE (abandoned December 2015):  Deal abandoned by GE after 15 months while in the midst of DOJ litigation challenging deal.  Both Electrolux and GE were represented by former Assistant or Deputy Assistant Attorneys General from the Antitrust Division.

·

Sysco/US Foods (blocked June 2015):  FTC successfully obtained a preliminary injunction blocking the deal following 15-month FTC investigation and five months of court proceedings. Sysco was represented by the former Director of the FTC Bureau of Competition and the former Chief Trial Counsel of the FTC Bureau of Competition.

·

Office Depot/Staples (pending):  FTC sued to block after ten-month investigation after rejecting an expansive divestiture package.  Office Depot is represented by the former Director of the FTC Bureau of Competition, and Staples is represented by the former Director of Litigation and Head of Merger Enforcement at the FTC.

·

Halliburton/Baker Hughes (pending):  Parties' divestiture offers have been rejected by DOJ and the EC.  The deal has been pending for 15 months with no clear path forward.  Baker Hughes is represented by the former Deputy Assistant Attorney General for Antitrust and FTC Bureau of Competition Director.

¹ Brent Kendall, As Mergers Multiply, Antitrust Cops Raise Their Game, The Wall Street Journal (July 2, 2015).

 

 

 UTC Assessment of Honeywell Proposal  February 26, 2016 

   This presentation includes statements that constitute “forward-looking statements” under the securities laws. Forward-looking statements often contain words such as “believe,” “expect,” “plans,” “project,” “target,” “will,” “should,” “see,” “confident”, “ensure” and similar terms. Forward-looking statements may include, among other things, statements regarding transactions involving Honeywell; the plans, strategies, and objectives of UTC for future operations; future and estimated sales, earnings, cash flow, charges, expenditures and share repurchases; anticipated growth in sales; new products and their entry into service; anticipated benefits of organizational changes; and other measures of financial or operational performance. There can be no assurance that any future events will occur as anticipated, if at all, or that actual results will be as expected. All forward-looking statements involve risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements speak only as of the date of this presentation and we undertake no obligation to update or revise any forward-looking statements as of a later date.  

   Executive summary  2  UTC opposes a combination with Honeywell which would encounter significant regulatory opposition and customer concerns, and create insurmountable conditions to complete a transactionSignificant regulatory challenges in U.S., EU, China, Brazil, Canada and elsewhereNegative impact on customers (Airbus, Boeing, DoD) – recent public statements regarding concerns over supplier consolidation Possibility of failed deal scenario with negative financial, operational, customer, and talent impacts, regardless of whether or not the deal is completedNotwithstanding significant regulatory and customer concerns regarding consolidation, the proposal fails to consider the following Proposed synergies do not consider the impact from significant divestitures and customer concessionsProposed value is wholly insufficient, not taking into account the significant earnings and cash flow prospects of UTC 

 Customer & regulatory  3  Significant overlap across the portfolio                                                                 Overlap with UTC  UTC: $56.3B (2015)    Aerospace Engines APUsAvionics Space productsECSElectric power Engine systems/accessoriesAircraft lightingSensors Landing systems (W&B) Actuation/flight controlsManagement & technical servicesAutomation & ControlSecurity & life safety Environment & combustion controlsBuilding solutions/services Scanning & mobility Process automation    HON: $38.6B (2015)  Significant overlap would either block deal outright or result in substantial divestitures that would erode value of combination 

 Snapshot of aircraft content overlap    Auxiliary Power Systems    Cargo Systems    Secondary Flight Controls    Ice Detection & Removal    Ice Protection    Primary and Secondary Actuation    Fuel Measurement SystemsFuel Tank SafetyWiring Harness    Fuel Metering Units    Landing GearWheels & BrakesBrake ControlProximity Sensing    Pneumatic Starters  Humidification      Ventilation Controls    Heat Exchangers  Valves    FADECNacelle, Fan & Inlet CowlsThrust ReverserExhaust NozzlePylons                      Engine Fuel Pumps  Engines      Interior Lighting    Pilot Controls    Vehicle Health Management    Composite Radomes    Air Data, Sensors & Systems    Pilot / Crew Seats    Cabin Pressure Control    Ram Air Turbines  Electric Power Distribution Systems  Security Systems    Smoke Detection    Fire Detection      Air Conditioning Packs        Pressure Transducers  Fuel Boost Pumps  Engine Bleed    Engine Components  Fans    Electric Power Generating Systems  Fuel Injection SystemsFuel Control SystemsEngine Actuation            Engine Gearboxes  Lube & Scavenge Pumps    Flight Control Surfaces    Flight Control  Fire Suppression      Primary Flight Controls    Passenger Service Units    Potable Water Systems  Inerting Systems          Air Turbine Starters    Exterior Lighting    Airframe Accessory Transmissions    Vapor Cycle Cooling  Temperature Control      Heating Systems & Composites    OBIGGS Compressor    AvionicsDisplaysCommunications    Inertial Sensors    Thermostats    Overlap areas        4  Combination would provide internal systems from nose to tail, creating anti-competitive concerns 

 Customer & regulatory      UTC  Honeywell    Intrusion panels  AdvisorOne, Concord, Monitor,NetworX, Simon, ZeroWire  ADEMCO VISTA, OMNI, LYNX    Wired glass break sensors  Aritech  FlexGuard    Wireless sensors  Garage door, door/window,image, motion, shock, glassbreak, panic, smoke/heat, CO  Door/window, motion, CO, smoke/heat, glass break, asset    Fire panels  Chubb, Edwards, GST  Notifier, Silent Knight,Gamewell-FCI, Fire-Lite    Aspirating smoke detectors  Atmosfire, AIRSense, AIR-Intelligence, ORION  FAAST, HI-SPEC, ALL-SPEC, TITANUS, Compact ASD, Xtralis1 VESDA/ICAM     Comm’l fire detection  Chubb, Edwards,Kidde, GST  Notifier, Gamewell-FCI,Fire-Lite, System Sensor    Comm’l fire alarm  Chubb, Edwards, GST  Gamewell-FCI, System Sensor  5  Commercial product overlap  1. Xtralis acquisition announced 2/4/2016, expected closing 2Q16Source: Company websites  Security  Fire 

 Customer & regulatory  6  Recent environment has become more stringent  Pentagon officials warned on Wednesday against further consolidation in the U.S. weapons industry because fewer defense contractors could lead to higher costs, decreased innovation and less competition."What I said then and still believe is that it was important to avoid excessive consolidation in the defense industry to the point where we did not have multiple vendors who could compete with one another on many programs," Carter told reporters.  U.S. antitrust enforcers are responding forcefully to the flurry of mergers in highly concentrated industries and may be emboldened by recent victories. Mega deals pending in industries including health insurance, drug stores, pharmaceuticals and chemicals are facing scrutiny from the FTC and the Justice Department, which share antitrust enforcement authority.   The European Commission launched an investigation into the alleged anticompetitive behavior by aerospace OEMs in the provision of aftermarket services in September 2015 focusing on Honeywell in APUs    Airlines are seeking legal advice to examine whether they are being gouged on the cost of the equipment they buy, including jetliners and the engines that power them, according to Willie Walsh, chief executive of British Airways parent International Consolidated Airlines Group SA.“We have asked the team at IATA to engage external legal counsel to start looking into this issue,” Mr. Walsh said. The group will explore whether manufacturers and aftermarket parts suppliers are complying with competition rules.    June 8, 2015  September 30, 2015  February 4, 2016  Boeing is the biggest customer of most aerospace suppliers, and is slowing some acquisitions by using its power to approve the transfer of its supply contracts from one owner to another.Boeing can act like as an unofficial regulator on aerospace mergers and acquisitions because of the "assignability clause" inserted in most of its contracts with suppliers. The clause allows Boeing to refuse to transfer the contracts to the new owners, giving it a de facto veto over deals.  August 30, 2015  Combination would encounter significant regulatory challenges both domestically and abroad 

 Customer & regulatory  7  Recent customer reactions  Healthy competition in our supply chain is vitally important to Boeing and our commercial and military customers . . . we would anticipate taking a very close look at the potential impact on us and our customers of a Honeywell-UTC merger or acquisition.  February 24, 2016  I do not see that such a combination would be in the interests of Airbus…I am under the impression that the UTC leadership shares my assessment.  Tom EndersFebruary 24, 2016  Proposed combination will face significant objection from customers        Canadian aircraft maker Bombardier told the FT that it would also object to any merger, reflecting widespread industry unease over the dominance such an enlarged supplier would have and the erosion of competition.  February 24, 2016  I don’t think that would be good, at least for Embraer. On the E2 they are major suppliers and if they become one supplier they will have an enormous stake. So that’s something we are looking carefully at.   Frederico CuradoFebruary 26, 2016 

   Learning from history  8  Failed mega-merger between HON and GE  2000  2001  2002  2003  2004  2005  9/11  "The merger between GE and Honeywell, as it was notified, would have severely reduced competition in the aerospace industry and resulted ultimately in higher prices for customers, particularly airlines." – Mario Monti (European Commissioner), July 3, 2001  2000–2005change  UTC +65%  HON (38%)  Oct 200019th: HON confirms merger discussions with UTC 20th: HON/UTC announce termination  June 2001News of the European Commission’s intent to block the merger  July 3, 2001European Commission officially rejects the merger Bonsignore resigns effective immediately, replaced by Bossidy  May 3, 2001DoJ approves merger with limited divestitures required  Oct 22, 2000GE announces acquisition of HON  Feb/July 2002Cote named CEO in Feb and Chairman in July  “A decade and a half ago, Honeywell botched a merger with AlliedSignal, leaving rifts in the management of the company that hampered cooperation and hurt morale. It left a mess that employees nicknamed “Honey Hell.” The wounded company was then almost taken over by GE, but when European regulators shot down the acquisition, it was left with bleak prospects.” – Wall Street Journal (Sept. 1, 2015) 

   Contribution analysis    9  (2016E consensus financials)  Net income  EBIT  EBITDA  Sales  Free cash flow                                        UTC represents a majority of the financial contributions of the combined company 

   Financial assessment  Proposal grossly undervalues UTC  10    Premium / (discount) to: 52-week high of $124.45 6-mo VWAP of $92.95 2/18/16 close of $88.36  (19%)9%15%  HON proposal   101  stock  cash  < 108HON stated value    HON equity value   $83B  UTC equity value   $74B  New debt issued   ($36B)  Combined equity value  $121B   x UTC 40% ownership  $48B   ÷ UTC 833m shares  $58 / share  ($, per share)  Equity value as of 2/18/2016 

   synergy benefits overstated   11    HON’s assumed $3.5B synergy figure is highly aggressive (~8.5% of HON sales)Both companies already operating at best in class marginsDoes not include impact of required divestitures  ~6%  TYC/JCI(2016)  ~6%  ~5%  UTC/GR(2012)  ~4%  IR/Trane(2008)  ALD/HON(1999)  Relevant synergy benchmarks (% of smaller company sales, pre-divestitures)  Projected synergies are unrealistic and have no precedent  $3.5B(~8.5%)HON est.  $2.5B(~6.0%)UTC est. 

   value destruction  Regulatory divestitures and customer concessions  12  Significant value destruction likely from regulatory divestitures and aerospace customer concessions  (Present value, $ billions)    Value  Comments  Theoretical value of synergies  23  $2.5B annualized @ 9.3x blended EBITDA  Restructuring cost  (3)  $3B cash restructuring  Synergies lost from divestitures  (5 – 9)  $0.5-1B synergy loss from divestitures @ 9.3x blended EBITDA  Valuation leakage from divestitures  (2 – 3)  1.5-2x discount to blended EBITDA multiple  Tax leakage from divestitures  (4 – 5)  Low tax basis on divested assets  Aero customer concessions  (5 – 10)  5-10% price reduction on OE portion of retained aerospace business  Net value creation  (7) – 4    

   Utc Long-term value creation  Meaningful actions to drive long-term growth  13  Today, UTC is…Flatter – Leaner – Agile – Closer to customers – Regionally scaled - Collaborative  Streamlined portfolio – divested SikorskyFocused, simplified organizational structureContinued restructuringInvestment in new aerospace programsIncreased return of capital to shareholders - $22B from 2015-17 

   Utc long-term value creation  Positioned for long-term growth  14  10%+  5 - 7%  4 - 5%  ~7,000 engine orders* with industry leading GTF technology… reducing fuel burn, emissions, noise  30+ systems nose to tail… technology enabling advanced system integration, content per platform up >50%  4 - 5%  Leveraging 1,800 branches, 3M unit installed base, 1.9M units under service to meet unique customer needs   World-class brands serve growing middle class… innovating in efficiency, sustainability and intelligent systems   * announced and unannounced firm & option orders  (2016E-20E organic sales CAGR)       

 conclusion  15  UTC opposes a combination with Honeywell which would encounter significant regulatory opposition and customer concerns, and create insurmountable conditions to complete a transactionSignificant regulatory challenges in U.S., EU, China, Brazil, Canada and elsewhereNegative impact on customers (Airbus, Boeing, DoD) – recent public statements regarding concerns over supplier consolidation Possibility of failed deal scenario with negative financial, operational, customer, and talent impacts, regardless of whether or not the deal is completedNotwithstanding significant regulatory and customer concerns regarding consolidation, the proposal fails to consider the following Proposed synergies do not consider the impact from significant divestitures and customer concessionsProposed value is wholly insufficient, not taking into account the significant earnings and cash flow prospects of UTC