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Filed by United Technologies Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Raytheon Company
Commission File No. 001-13699
Date: July 19, 2019
Investor UpdateJuly 2019
Forward-Looking Statement Note: All results and expectations in the presentation reflect continuing
operations unless otherwise noted.Cautionary Statement:This communication contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time
to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and
financial performance, based on assumptions currently believed to be valid. 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,” “outlook,” “confident,” “on track” and other words of similar meaning. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash
flow, results of operations, uses of cash, share repurchases, tax rates, R&D spend, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness, other anticipated benefits
of the proposed merger or the spin-offs by United Technologies of Otis and Carrier into separate independent companies (the “separation transactions”), including estimated synergies and customer cost savings resulting from the proposed merger
with Raytheon Company (“Raytheon”), the expected timing of completion of the proposed merger and the separation transactions, estimated costs associated with such transactions and other statements that are not historical facts. All
forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the
safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries
and markets in which United Technologies and Raytheon Company operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates,
levels of end market demand in construction and in both the commercial and defense segments of the aerospace industry, levels of air travel, financial condition of commercial airlines, the impact of weather conditions and natural disasters, the
financial condition of our customers and suppliers, and the risks associated with U.S. government sales (including changes or shifts in defense spending due to budgetary constraints, spending cuts resulting from sequestration, a government
shutdown, or otherwise, and uncertain funding of programs); (2) challenges in the development, production, delivery, support, performance and realization of the anticipated benefits (including our expected returns under customer contracts) of
advanced technologies and new products and services; (3) the scope, nature, impact or timing of the proposed merger with Raytheon and the separation transactions and other merger, acquisition and divestiture activity, including among other things
the integration of or with other businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs and expenses; (4) future levels of indebtedness, including indebtedness that may be incurred in
connection with the proposed merger with Raytheon and the separation transactions, and capital spending and research and development spending; (5) future availability of credit and factors that may affect such availability, including credit
market conditions and our capital structure; (6) the timing and scope of future repurchases by the companies of their respective common stock, which may be suspended at any time due to various factors, including market conditions and the level of
other investing activities and uses of cash, including in connection with the proposed merger with Raytheon; (7) delays and disruption in delivery of materials and services from suppliers; (8) company and customer-directed cost reduction efforts
and restructuring costs and savings and other consequences thereof (including the potential termination of U.S. government contracts and performance under undefinitized contract awards and the potential inability to recover termination costs);
(9) new business and investment opportunities; (10) the ability to realize the intended benefits of organizational changes; (11) the anticipated benefits of diversification and balance of operations across product lines, regions and industries;
(12) the outcome of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact of the negotiation of collective bargaining agreements and labor disputes; (15) the effect of
changes in political conditions in the U.S. and other countries in which United Technologies, Raytheon and the businesses of each operate, including the effect of changes in U.S. trade policies or the U.K.’s pending withdrawal from the European
Union, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the
Tax Cuts and Jobs Act of 2017), environmental, regulatory and other laws and regulations (including, among other things, export and import requirements such as the International Traffic in Arms Regulations and the Export Administration
Regulations, anti-bribery and anti-corruption requirements, including the Foreign Corrupt Practices Act, industrial cooperation agreement obligations, and procurement and other regulations) in the U.S. and other countries in which United
Technologies, Raytheon and the businesses of each operate; (17) negative effects of the announcement or pendency of the proposed merger or the separation transactions on the market price of United Technologies’ and/or Raytheon’s respective common
stock and/or on their respective financial performance; (18) the ability of the parties to receive the required regulatory approvals for the proposed merger (and the risk that such approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of the transaction) and approvals of United Technologies’ shareowners and Raytheon’s shareholders and to satisfy the other conditions to the closing of the merger on a timely basis or
at all; (19) the occurrence of events that may give rise to a right of United Technologies or Raytheon or both to terminate the merger agreement; (20) risks relating to the value of the United Technologies’ shares to be issued in the proposed
merger with Raytheon, significant transaction costs and/or unknown liabilities; (21) the possibility that the anticipated benefits from the proposed merger with Raytheon cannot be realized in full or at all or may take longer to realize than
expected, including risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (22) risks associated with transaction-related litigation; (23) the possibility that
costs or difficulties related to the integration of United Technologies’ and Raytheon’s operations will be greater than expected; (24) risks relating to completed merger, acquisition and divestiture activity, including United Technologies’
integration of Rockwell Collins, including the risk that the integration may be more difficult, time-consuming or costly than expected or may not result in the achievement of estimated synergies within the contemplated time frame or at all; (25)
the ability of each of United Technologies, Raytheon and the companies resulting from the separation transactions and the combined company to retain and hire key personnel; (26) the expected benefits and timing of the separation transactions, and
the risk that conditions to the separation transactions will not be satisfied and/or that the separation transactions will not be completed within the expected time frame, on the expected terms or at all; (27) the intended qualification of (i)
the merger as a tax-free reorganization and (ii) the separation transactions as tax-free to United Technologies and United Technologies’ shareowners, in each case, for U.S. federal income tax purposes; (28) the possibility that any opinions,
consents, approvals or rulings required in connection with the separation transactions will not be received or obtained within the expected time frame, on the expected terms or at all; (29) expected financing transactions undertaken in connection
with the proposed merger with Raytheon and the separation transactions and risks associated with additional indebtedness; (30) the risk that dissynergy costs, costs of restructuring transactions and other costs incurred in connection with the
separation transactions will exceed United Technologies’ estimates; and (31) the impact of the proposed merger and the separation transactions on the respective businesses of United Technologies and Raytheon and the risk that the separation
transactions may be more difficult, time-consuming or costly than expected, including the impact on United Technologies’ resources, systems, procedures and controls, diversion of its management’s attention and the impact on relationships with
customers, suppliers, employees and other business counterparties. There can be no assurance that the proposed merger, the separation transactions or any other transaction described above will in fact be consummated in the manner described or at
all. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the reports of United Technologies and Raytheon on Forms 10-K, 10-Q and 8-K filed with or
furnished to the Securities and Exchange Commission (the “SEC”) from time to time. Any forward-looking statement speaks only as of the date on which it is made, and United Technologies assumes no obligation to update or revise such statement,
whether as a result of new information, future events or otherwise, except as required by applicable law. 1
Important Information about the Proposed Transaction Additional InformationIn connection with the proposed
merger, United Technologies will file a registration statement on Form S-4, which will include a document that serves as a prospectus of United Technologies and a joint proxy statement of United Technologies and Raytheon Company (the “joint proxy
statement/prospectus”), and each party will file other documents regarding the proposed merger with the SEC. In addition, in connection with the separation transactions, subsidiaries of United Technologies will file registration statements on
Form 10 or S-1. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSETHEY WILL CONTAIN IMPORTANT INFORMATION. A definitive joint
proxy statement/prospectus will be sent to United Technologies’ shareowners and Raytheon Company’s shareholders. Investors and security holders will be able to obtain the registration statements and the joint proxy statement/prospectus free of
charge from the SEC’s website or from United Technologies or Raytheon Company. The documents filed by United Technologies with the SEC may be obtained free of charge at United Technologies’ website at www.utc.com or at the SEC’s website at
www.sec.gov. These documents may also be obtained free of charge from United Technologies by requesting them by mail at UTC Corporate Secretary, 10 Farm Springs Road, Farmington, CT, 06032, by telephone at 1-860-728-7870 or by email at
corpsec@corphq.utc.com. The documents filed by Raytheon Company with the SEC may be obtained free of charge at Raytheon Company’s website at www.raytheon.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of
charge from Raytheon Company by requesting them by mail at Raytheon Company, Investor Relations, 870 Winter Street, Waltham, MA, 02541, by telephone at 1-781-522-5123 or by email at invest@raytheon.com.Participants in the SolicitationUnited
Technologies and Raytheon Company and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information
about United Technologies’ directors and executive officers is available in United Technologies’ proxy statement dated March 18, 2019, for its 2019 Annual Meeting of Shareowners. Information about Raytheon Company’s directors and executive
officers is available in Raytheon Company’s proxy statement dated April 16, 2019, for its 2019 Annual Meeting of Shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the joint
proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from United Technologies or Raytheon Company as indicated above.No Offer or
SolicitationThis communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as
amended. 2
Section I: Portfolio Separation & UTC – Raytheon Merger
~$70B1,2 ~#40 + Leader in aircraft engines and aerospacesystems for commercial and defense
customers Leader in defense electronics,mission systems, C5I™ products and services, sensing, effects and mission support Separation and Merger Create Three Industry-Leading Companies #137 A leading provider of HVAC, refrigeration, building
automation, fire safety and security products to customers worldwide $19B Pro forma 2018 estimates based on sales provided by each company; includes Rockwell Collins and excludes Otis and CarrierNet of intercompany eliminationsBased on 2018
sales World’s leadingmanufacturer andservice provider ofelevators, escalatorsand moving walkways $13B #200 2018 Sales S&P 500 Rank3 4
Strategic Rationale for Separation of Otis and Carrier Capital structure and allocation flexibility to
match individual business risk / return profiles Greater focus drivesbetter results Management incentives aligned with performance Capital structure and allocation flexibility Nimbler organizational and operating model supporting greater
agilityImproved operating discipline with more granular focus Performance incentives better aligned to the specific attributes of each business Increased M&Aopportunity Greater flexibility for standalone businesses to pursue portfolio
enhancing M&A, supported by independent equity currencies Broadening of investor base Attract shareowners with distinct investment preferences Strong financial profile Three leading companies with scale, investment grade balance sheets
and financial characteristics to drive growth and investment through cycles 5
JUDITH F. MARKSAppointed President & CEO in June 2019Former CEO, Dresser-Rand (a Siemens business)
Former CEO, Siemens USAFormer VP, Strategy & Business Development (Electronic Systems), Lockheed Martin Separation of Otis and Carrier Creates Two Industry Leaders R&D Investment Segment Mix Geographic Mix 2018 Sales:
$18.9B Investment HighlightsNew equipment and replacement demandNew product investment drives sustainable GDP+ growthGlobal leader in range of HVAC, Refrigeration and Fire and Security segments Significant opportunity for follow-on
M&A Product/Service Mix 2018 Sales: $12.9B Note: A, B, C represent industry peers; Source: Public company reports, analyst reports, and internal estimates; Based on 2018 results1. See appendix for additional information regarding this
non-GAAP financial measure B A C Adjusted operating profit1($ billions) 2.0 Investment HighlightsGlobal elevator industry leader with over 166 year heritageLargest service portfolio with over 2 million units under maintenance Productivity
runway with service transformation underwayNext generation of connected solutions entering service Industry Leadership Geographic Mix HVAC Fire & Security Refrigeration Americas EMEA Asia Service New
Equipment Americas EMEA Asia 6 DAVID L. GITLIN Appointed President & CEO in June 2019Extensive leadership experience in business development, strategy, and mergers and acquisitionsFormer President & COO, Collins Aerospace Former
President, UTC Aerospace Systems
Merger of United Technologies Aerospace Businesses & Raytheon Pro forma 2019 estimates based on
current outlook provided by each company; excludes Otis and CarrierNet of intercompany eliminationsExcludes non-operating pension income/(expense)Expected cumulative sum of share repurchase and dividends in first 36 months following close Leader
in aircraft engines and aerospace systems for commercial and defense customers Leader in defense electronics,mission systems, C5I™ products and services, sensing, effects and mission support Industry Leading A&D Provider of High
Technology Systems and Products with Diversification AcrossCommercial Aerospace and Defense ~$74B ~$13.5BSales1,2 EBITDA1,3‘A’ category ~$18 – $20BTarget Credit Rating 3-Yr Return of Capital4 ~$74B ~$13.5BSales1,2 EBITDA1,3‘A’ category
~$18 – $20BTarget Credit Rating 3-Yr Return of Capital4 ~$74B ~$13.5BSales1,2 EBITDA1,3‘A’ category ~$18 – $20BTarget Credit Rating 3-Yr Return of Capital4 Industry Leading A&D Provider of High TechnologySystems and Products with
Diversification AcrossCommercial Aerospace and Defense Leading diversified A&D company with enhanced technological capabilities,financial strength, robust cash generation and flexibility to address full range of customer priorities 7
Merger Overview Expected cumulative sum of share repurchase and dividends in first 36 months following
completion of mergerUnited Technologies and Raytheon merger of equals conditioned on separation of Otis and Carrier businesses Executive Chairman: Tom Kennedy for two years following completion of mergerChief Executive Officer: Greg Hayes; Hayes
assumes Chairman and CEO role two years following completion of mergerIndependent Lead Director: Robust independent Lead Director role to be held initially by legacy Raytheon directorBoard of Directors: 15 total directors; 8 from United
Technologies and 7 from Raytheon Leadership & Governance Anticipated Transaction Structure All-stock merger of equals following the separation of Otis and Carrier by United Technologies; anticipate tax-free transaction for U.S. federal
income tax purposesRaytheon shareowners will receive 2.3348 shares in Raytheon Technologies Corporation for each share of RaytheonUnited Technologies shareowners to own ~57% and Raytheon shareowners to own ~43% of combined companyNet debt for the
combined company at closing expected to be ~$26B with United Technologies expected to contribute ~$24B Timing & Closing Requirements Transaction unanimously approved by United Technologies and Raytheon Boards of DirectorsExpected closing in
1H 2020 (following separation of Otis and Carrier from United Technologies)Subject to customary conditions, including regulatory approvals and approvals of United Technologies and Raytheon shareowners2 Financials & Synergies Double-digit
free cash flow growth with expectation of ~$8B in pro forma free cash flow by 2021~$1B+ in gross annual cost synergies by year 4Strong balance sheet, expect to return ~$18 – $20B of capital to shareowners in first 36 months following completion
of merger1 Company Name & Headquarters Combined company to be renamed Raytheon Technologies CorporationNYSE listing with ticker RTXHeadquartered in greater Boston metro area 8
Strategic Rationale of Merger 9 Creates a premier systems provider positioned to define the future of
A&D Highly complementary technology offerings and world-class engineering teams Balanced and diversified A&D portfolio that is resilient across business cycles Ability to deliver enhanced value to customers through
cost-effective solutions $1B+ gross cost synergies with additional technology-driven revenue synergies Attractive financial profile with strong cash flow generation and balance sheet
Value Creation Through Cost Synergies $350-$400M $600M+ Announced Realized Announced $500M Revised
Estimate $600M+ Net:$500M+ Gross:~$1B+ pre-taxcost synergies1 + Cost synergy drivers $350M+Supply chain and procurement $325M+Corporate and segment consolidation $175M+Facilities consolidation $150M+IT and other SG&A Track record of
synergy realization; $1B+ in gross annual cost synergies,with additional revenue synergies realized through key technologies and capabilities Approximately $600M net one-time cost, subject to USG recoverability, to achieve $500M+ in net annual
cost synergies 10
Robust Cash Flow Generation Accelerating Free Cash Flow1 Capital Deployment Strategy Balance
Sheet:Expected net debt of ~$26B Credit Rating:Target ‘A’ category credit rating Investment:Flexibility to invest in R&D and CAPEX through cycles to sustain innovation and growth Share repurchase & dividends:Expect to return ~$18 –
$20B of capital to shareowners in first 36 months following completion of the merger M&A:Small scale – in the core and for the right value 2019E 2019E Pro forma 2019E Pro forma 2021E ~$8B Double-digit free cash flow growth driven
by:Organic growthWorking capital efficienciesCAPEX investment cycle moderation Cost synergies~$6B ~$3B ~$3B Strong free cash flow growth supports investment and return of ~$18 – $20B in capital to shareownersthrough share repurchase and
dividends in first 36 months following close 1. Excludes Otis and Carrier and one-time costs associated with United Technologies portfolio separation. 2019 pro forma excludes synergies and transaction related items 11
Benefits for Shareowners Technology sharing offers significant growth opportunitiesSignificant annual cost
synergies with minimal integration riskEarnings growth and margin expansion opportunity through reduced costs Attractive Financial Profile Management & Governance Strong cultural fit and DNA of innovation and customer focus at both
companiesExperienced management team with proven track record of integrationUnique perspectives and complementary capabilities from both companies’ Boards Balance Sheet Strength Strong balance sheet and credit rating profile with robust cash
flow generationFlexibility to increase return of capital alongside growth-focused investments Scope & Stability Balanced and diversified A&D company with ability to invest through business cyclesPlatform-agnostic systems provider, less
reliant on any individual programs or customersSignificantly increased addressable market for combined company 12
Section II: Enhanced Technology Sharing Enables Best-in-Class Innovation for our Customers
History of World-Class Technology & Innovation Pioneered the radial air-cooled engine design enabling
unprecedented power-to-weight ratio Produced the first sea going microwave surface search radar for Navy ships First missile-mounted guidance system capable of intercepting moving objects Patriot achieves first- ever ballistic missile
intercept in combat during Desert Storm Launched ARPANET, precursor to the Internet; first email system Raytheon VIIRS technology produces highest resolution composite Earth image Standard Missile-3 intercepts a failed satellite in
space Raytheon receives the 10 millionth U.S. Patent in history First 10,000 lbf thrust engine in the US; powered the B-52 World’s first GPS satellite signal received First global aviation data communications network First photo ever
transmitted via satellite Developed J58 for SR-71; a world speed record holder V2500 selected to power A320 family First airborne radio on Goodyear airship Enterprise Named “Innovator of the Year” for introducing touch screen flight
displays P&W develops theGeared Turbofan 1920 1940 1960 1980 2000 2020 First Raytheon product: gaseous (helium) rectifier for electron tubes First working laser Source: NASA Raytheon engineer Percy Spencer invents the microwave
oven Raytheon technology contributes to Apollo 11 moon mission success 14
Existing Capabilities Are Highly Complementary Commercial Propulsion Systems Power
Generation Avionics Resilient Positioning, Navigation, Timing (PNT) & Communications Electro-Optical Intelligence, Surveillance & Reconnaissance (ISR) Missiles and Air & MissileDefense System-of-Systems Integration Radar,
Sensors & Electronic Warfare Air Traffic Management Cyber Protection Autonomy, Artificial Intelligence (AI) & Machine Learning Representative capabilities brought to combination Military Propulsion Systems Commercial
Aerospace Defense 15
R&D Investment Supports Future Revenue Synergies Industry-leading innovation Focused on customer
priorities and cost reduction Enhanced customer solutions Directed EnergyWeapons Hypersonics /Future Missile Systems ISR in ContestedEnvironments Cyber Protection forConnected Aircraft Next GenerationConnected Airspace Advanced Analytics
&AI for Aviation Raytheon Technologies1 ~$8B 2019 R&D2 R&D Centers of Excellence7 ~60,000 Engineers ~38,000 Patents Defense priority Commercial aerospace priority Pro forma 2019 estimates. excludes Otis and CarrierR&D
estimate includes company and customer funded R&D 16
R&D Synergy Areas Aligned with Customer Needs Technology combination addresses highest priority
Defense customer requirements Defense priority areas High-temperature materialsThermal and signature managementAdvanced propulsion Vehicle integration expertiseSeekers and payloadsAdvanced guidance and control Advanced high speed missiles and
hypersonic weapons addressing survivability needs in highly contested environments Compact, efficient power generationAdvanced thermal managementOptical beam delivery High-power microwave emittersHigh-energy laser emittersWeapon system
integration Accelerated development and fielding of directed energy weapons to counter emerging threats Advanced electro-optical payloadsSoftware-defined communicationsPosition, navigation, and timing (PNT) Radio frequency (RF)
payloadsAcoustics and communicationsMulti-sensor fusion / systems integration Persistent, resilient ISR capability across space, air, land and maritime domains RaytheonCompetency United TechnologiesCompetency Raytheon TechnologiesCustomer
Solution Hypersonics / Future Missile Systems Directed Energy Weapons ISR in Contested Environments = + 17
R&D Synergy Areas Aligned with Customer Needs Cyber Protection for Connected Aircraft Next Generation
Connected Airspace Advanced Analytics & AI for Aviation Aircraft networks and RF systemsInformation management systemsSystem architecture and certification Detection, processing and responseThreat intelligence analysisCyber resiliency
testing Cyber solutions for airlines and OEMs offering secure connectivity to enable proactive health monitoring and optimized performance Very large installed baseFull flight / environmental dataPrognostics / health monitoring Advanced data
analyticsAI and machine learningPattern recognition Application of AI-based data analytics and machine learning techniques to optimize the manufacturing, maintenance, and fleet operation of commercial aircraft Future airspace flight deck
technologyOn-board autonomy systemsAir-to-ground comms infrastructure Air traffic control automationSurveillance radarsSystem integration expertise Next generation national airspace system with improved capacity, efficiency, and
safety RaytheonCompetency United TechnologiesCompetency Raytheon TechnologiesCustomer Solution = + Combined capabilities support optimization of increasingly connected and intelligent commercial aerospace systems Commercial aerospace
priority areas 18
Section III: Highly-Engaged Board Enabled Effective Oversight of Deal Process to Ensure Combination
Benefits All Stakeholders
Highly Qualified, Independent Board Directors bring diverse skills and perspectives to drive long-term
shareowner value GREGORY J. HAYESChairman & CEODirector Since: 2014Committees: Finance, Executive (Chair) ELLEN J. KULLMANIndependent Lead DirectorRetired Chair & CEO, DuPontDirector Since: 2011Committees: Compensation, Finance,
Executive MEGHAN L. O'SULLIVANProfessor, Harvard University Kennedy SchoolDirector Since: 2017Committees: Audit, Governance & Public Policy LLOYD J. AUSTIN IIIGeneral, U.S. Army (Ret.) and Former Cmdr. U.S. CENTCOMDirector Since:
2016Committees: Audit, Governance & Public Policy DENISE RAMOSRetired Chief Executive Officer, ITT Director Since: 2018Committees: Audit, Compensation BRIAN C. ROGERSRetired Non-Executive Chairman, T. Rowe Price Group, Inc.Director Since:
2016Committees: Compensation, Governance & Public Policy (Chair) JEAN-PIERRE GARNIERChairman, Idorsia PharmaceuticalsDirector Since: 1997Committees: Compensation (Chair), Governance & Public Policy, Executive JOHN V. FARACIRetired
Chairman & CEO, International PaperDirector Since: 2005Committees: Compensation, Finance (Chair), Executive DIANE M. BRYANTTechnology Industry ExecutiveDirector Since: 2017Committees: Audit, Finance CHRISTOPHER KEARNEYRetired Chairman, SPX
FLOWDirector Since: 2018Committees: Audit, Finance HAROLD W. MCGRAW IIIChairman Emeritus, S&P Global Inc.Director Since: 2003Committees: Compensation, Governance & Public Policy MARSHALL O. LARSENRetired Chairman, President & CEO,
Goodrich CorporationDirector Since: 2012Committees: Governance & Public Policy, Finance FREDRIC G. REYNOLDSRetired Executive Vice President & CFO, CBS CorporationDirector Since: 2016Committees: Audit (Chair), Finance UTC Board of
Directors Diversity 38%Women and people of color Average Tenure:6 years Director Tenure 5 independent directors retired since 201675% of independent directors have served <9 years7 new independent directors since 2016 Deep, Relevant
Expertise Senior Leadership Knowledge of Company/Industry Financial Risk Management/Oversight International Technology and Innovation Government Over the past 10 years, UTC directors have overseen significant M&A transactions
representing +$225B of enterprise value Diverse, Refreshed Board 20
Board Refreshment Adds Expertise and
Diversity 2015 2016 2017 2018 2019 FredricReynolds BrianRogers LloydAustin DianeBryant MargaretO’Sullivan DeniseRamos ChristopherKearney Finance/Investors Defense/National Security/Technology Business Transformation Sikorskysale
announced Rockwell Collinsacquisition announced Raytheon Technologiesmerger announced Otis/Carrierspin-offs announced Proactive Board refreshment ensures the Board’s strategic decisions are strongly enhanced by our directors’ deep
subject-matter expertise 21
Engaged and Well Informed Board 3-year meeting calendar enables ~100% attendanceNon-concurrent committee
meetings avoid conflictsIndependent directors hold private session chaired by independent Lead Director at each meeting Board Best Practices Additional Information Sources Enterprise Risk ManagementProduct & IT Systems CybersecurityProduct
Safety Strategy Review(2-day offsite)Digital StrategyMajor Investments Review EH&SGovernment RelationsInvestor Relations GovernanceCorporate Social ResponsibilityDiversity/Inclusion The Board’s depth of industry expertise and
significant experience in executing strategic transactions enables effective oversight of UTC’s actions in a variety of areas, including: 22
Directly link pay to performance and shareowner returns 95%+ say-on-pay support since 2016Rigorous
performance-based program Annual bonus funding formula for business unit executives based solely on business unit performance Median compensation targets in placeDouble-trigger CIC severance benefitsRigorous stock ownership guidelines for
director and senior managementCompensation clawback policy for NEOsNo repricing of optionsNo cash buyouts of underwater stock options or SARsRetains an independent compensation consultant Strong Governance Practices Committed to strong
corporate governance practices, which the Board believes are critical to creatinglong-term shareowner value and ensuring management accountability 12 of 13 directors are independentActive Board refreshment – 7 new independent directors since
2016Diverse Board Robust independent Lead Director roleStrong Board risk oversight structure, including review of cybersecurity risks Shareowner ability to call special meetings threshold reduced to 15%, from 25%Annual self-evaluation of
individual directors CEO succession planning & management developmentShareowner ability to act by written consent Proxy access (3% / 3 year threshold)Active and ongoing shareowner engagementAnnual election of all directors Board
Governance Compensation Governance *
Raytheon Merger Is Product of Long-Term Board Strategic Review Process Board Review and Transaction
Timeline1 Why Now? Driven by customer needs, accelerating innovation and benefits of scaleAllows the combined company to aggressively pursue growth strategiesMutually beneficial timing for UTC and RaytheonSeparation of Otis and Carrier provides
natural inflection point for transforming UTC Aero – and magnifies the benefits of an A&D transactionAvoids cost / inefficiencies that would otherwise be required for a standalone UTC AeroAbility to close the merger simultaneously with the
previously communicated spin timing (1H 2020) 2012-2017 Board led the strategic transformation of UTC, including through the Goodrich, Sikorsky and Rockwell transactions During 2018 Post-announcement of agreement to acquire Rockwell Collins,
UTC Board conducts evaluation of portfolio alternatives, including potential strategic transactions Jun-2019 UTC Board unanimously approves the merger and the transaction is announced Mid-2018 Initial outreach from Raytheon to UTCPreliminary
discussions between UTC and Raytheon Sep-2018 UTC Board evaluates options including separation of portfolio and other possible transactions with a range of possible parties, including Raytheon Nov-2018 UTC Board approves the separation of
Otis and CarrierUTC completes acquisition of Rockwell Collins Dec-2018 / May-2019 UTC and Raytheon due diligence, synergy, and other meetings among management and advisors Negotiation of ownership split and governanceBoard focus and
negotiations around leadership and succession planning Multiple Board meetings to review the transaction The decision to pursue a merger with Raytheon was the result of a robust review process by the Board Source: Form S-4See “Background of the
Merger” section of the initial S-4 for a detailed description of the merger process and timeline *
Combination With Raytheon Benefits All Stakeholders Greater capabilities and financial resources to
address customer prioritiesShared R&D and enhanced technology content delivers increased valueExpect ~$500M of cost synergy savings to be returned to customers Customers Stronger combined company with greater R&D and focus on
high-growth marketsMore opportunities to build a career within the A&D industryStrong commitment to lifelong learning and development Employees Combined company to see enhanced long-term growth opportunitiesContinued presence in existing
locationsCommitment to ongoing investment in local communities Communities Combined innovation teams to surpass current state of the artImproved positioning to address emerging industry requirementsTechnology combination expands opportunities
across the supply chain Industry *