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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: September 19, 2019
Merger of United Technologies Aerospace Businesses and Raytheon United
Technologies Investor PresentationSeptember 2019
Note: All results and expectations in this presentation reflect continuing operations unless otherwise
noted. Cautionary Statement Regarding Forward-Looking Statements: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 Raytheon Company’s (“Raytheon”) and United
Technologies Corporation’s (“UTC”) respective 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 Rockwell Collins acquisition, the proposed merger or the spin-offs by UTC of Otis and Carrier into separate
independent companies (the “separation transactions”), including estimated synergies and customer cost savings resulting from the proposed merger, 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 UTC and Raytheon 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 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 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 combined company of its 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; (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 UTC, 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 UTC, 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 UTC’s 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 UTC’s shareowners and Raytheon’s stockholders 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 one or both of the parties to terminate the merger agreement; (20) risks relating to the value of the UTC shares to be issued in the proposed merger, significant transaction costs
and/or unknown liabilities; (21) the possibility that the anticipated benefits from the proposed merger 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 UTC’s and
Raytheon’s operations will be greater than expected; (24) risks relating to completed merger, acquisition and divestiture activity, including UTC’s 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 Raytheon, UTC, 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 UTC and UTC’s
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 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 UTC’s estimates; and (31) the impact of the proposed merger and the separation transactions on the respective
businesses of Raytheon and UTC and the risk that the separation transactions may be more difficult, time-consuming or costly than expected, including the impact on UTC’s 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 joint proxy statement/prospectus
(defined below) and the reports of UTC 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 UTC and Raytheon assume 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 Information and Where to Find ItIn
connection with the proposed merger, on September 4, 2019, UTC filed with the SEC an amendment to the registration statement on Form S-4 originally filed on July 17, 2019, which includes a joint proxy statement of UTC and Raytheon that also
constitutes a prospectus of UTC (the “joint proxy statement/prospectus”). The registration statement was declared effective by the SEC on September 9, 2019, and UTC and Raytheon commenced mailing the joint proxy statement/prospectus to
shareowners of UTC and stockholders of Raytheon on or about September 10, 2019. Each party will file other documents regarding the proposed merger with the SEC. In addition, in connection with the separation transactions, subsidiaries of UTC
will file registration statements on Form 10 or Form S-1. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain copies of the registration statements and the joint proxy statement/prospectus free of charge from the SEC’s website or from UTC or Raytheon.
The documents filed by UTC with the SEC may be obtained free of charge at UTC’s 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 UTC 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 with the SEC may be obtained free of charge at Raytheon’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 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 SolicitationUTC and Raytheon 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 UTC’s directors and executive officers is available in UTC’s proxy statement dated March 18, 2019, for its 2019 Annual Meeting of Shareowners. Information about
Raytheon’s directors and executive officers is available in Raytheon’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, are 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 carefully read the joint proxy statement/prospectus before making any voting or investment decisions. You may obtain free copies of these documents from UTC or Raytheon 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: The Merger of United TechnologiesAerospace Businesses and Raytheon
Merger of United Technologies Aerospace Businesses & Raytheon Pro forma 2019 estimates based on
current outlook provided by each company; excludes Otis and Carrier.Net of intercompany eliminations.Excludes 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 ~$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 4
For more information, see the joint proxy statement/prospectus on Form 424B3, filed with the SEC on
September 10, 2019.Note: Dates reflect transaction announcement.1 Pro Forma Aero revenue includes UTAS/Collins Aerospace and Pratt & Whitney. Net of intercompany eliminations.2 Reflects gross run-rate cost synergies. Goodrich reflects
realized cost synergies. Collins and Raytheon reflect latest expectations for cost synergies. Raytheon estimated net run-rate cost synergies is $500M+. Pending Three-Way SeparationEV: ~$132B
26-Nov-2018 N/A ~$43B 100% Run-Rate Cost Synergies2 UTC A&D PF Revenue1 Rationale Complementary products/systems across the airframeSubstantial financial synergies Reduce platform- specific A&D exposureIncrease focus
on providing high- technology systems Added world-class electronics and software capabilitiesSubstantial financial synergies Create leading A&D systems provider– scale, breadth and innovationIncrease high-tech systems focusMaterial
synergy potential Create focused A&D and commercial platformsPositioned to serve high-growth areas of commercial aerospace and defense industries UTC Revenue % A&D1 Acquisition ofEV: ~$18B
21-Sep-2011 ~$600M+ ~$34B ~53% Acquisition ofEV: ~$31B 04-Sep-2017 $600M+ ~$38B ~58% Sale ofEV: ~$9B 20-Jul-2015 N/A ~$27B ~50% Special Meeting ScheduledEV: ~$56B
9-Jun-2019 2018 2011 2017 2015 2019 $1,000M+ ~$74B 100% Transformation into Leading A&D Systems Provider Merger with Raytheon is the capstone in our long term strategy to be a leading A&D systems provider 5
Merger Overview For more information, see Pro Forma Free Cash Flow Definition Reconciliation in the
Appendix.Expected cumulative sum of share repurchase and dividends in first 36 months following completion of merger.United 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 Transaction Structure All-stock merger of equals following the separation of
Otis and Carrier by United Technologies; expected 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 shareowners3 Financials & Synergies Double-digit free cash flow growth with expectation of ~$8B in pro forma free cash flow by 20211~$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 merger2 Company Name & Headquarters Combined company to be renamed Raytheon Technologies
CorporationNYSE listing with ticker RTXHeadquartered in greater Boston metro area 6 Special Meeting UTC shareowners are being asked to approve at the 11 October Special Meeting, by a majority of votes cast, a share issuance proposal in
support of the merger and authorize adjournment of the special meeting, if necessary and appropriate, to solicit additional proxies
7 Source: Form 424B3, filed with the SEC on September 10, 2019.1. See “Background of the Merger” section
of the joint proxy statement/prospectus for a detailed description of the merger process and timeline. Board Undertook Comprehensive Review of the Merits of the Transaction and Oversaw Robust Negotiation Process 2012-2017 Board
led the strategic transformation of UTC, including through the Goodrich, Sikorsky and Rockwell Collins 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 advisorsNegotiation of ownership split and governanceBoard focus and negotiations around leadership and
succession planningMultiple Board meetings to review the transaction Merger is Culmination of Board's Long-Term Portfolio Strategy
Strategic Rationale of Merger 8 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
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 9 Benefits for Shareowners
Combination 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 10
Taxes ($0.05)Shares ($0.05)Minority ($0.04)Other ($0.01) GREGORY J. HAYESCEOFormer Chairman & CEO,
United Technologies THOMAS A. KENNEDYExecutive ChairmanFormer Chairman & CEO, Raytheon ELLEN. M. PAWLIKOWSKIRetired U.S. Air Force General TRACY A. ATKINSONExecutive Vice President and Chief Administrative Officer, State Street
Corporation DENISE RAMOSRetired Chief Executive Officer, ITT JAMES A. WINNEFELD, JR.Retired U.S. Navy AdmiralRetired Vice Chairman, Joint Chiefs of Staff MARSHALL O. LARSENRetired Chairman, President & CEO, Goodrich Corporation ELLEN
J. KULLMANRetired Chair & CEO, DuPont LLOYD J. AUSTIN IIIGeneral, U.S. Army (Ret.) and Former Cmdr. U.S. CENTCOM MEGHAN L. O'SULLIVANProfessor, Harvard University Kennedy School DINESH C. PALIWALPresident & CEO, Harman International
Industries Former President, ABB Ltd. GEORGE R. OLIVERChairman & CEO, Johnson Controls InternationalFormer CEO, Tyco International BRIAN C. ROGERSRetired Non-Executive Chairman, T. Rowe Price Group, Inc. Expected Raytheon Technologies
Board of Directors Independence 87%Independent Diverse, Independent Board Raytheon Technologies Board of Directors FREDRIC G. REYNOLDSRetired Executive Vice President & CFO, CBS Corporation ROBERT O. WORKRetired Deputy Secretary of
DefenseFormer CEO, Center for New American Security Diversity 47%Women and people of color = Legacy United Technologies Director = Legacy Raytheon Director Board of Directors will have the mix of skills, expertise and independence to
enable effective oversight of RTX 11
Taxes ($0.05)Shares ($0.05)Minority ($0.04)Other ($0.01) Experienced management teams with proven
track record of integration paired with unique and complementary capabilities from both companies’ Boards will create a dynamic and shareowner-friendly governance structure at Raytheon Technologies Balanced leadership structureExecutive
Chairman: Tom Kennedy for two years following completion of mergerChief Executive Officer: Greg Hayes; adds Chairman role two years following completion of mergerRobust Lead Independent Director role (individual to come from
Raytheon)Independent and diverse Board of Directors13/15 directors are independent7/15 directors are women and people of colorEstablished board committees: Audit Committee, Compensation Committee, Governance and Public Policy Committee, Finance
Committee, Special Activities CommitteeShareowner ability to call special meetings Shareowner ability to act by written consent Proxy access (3%/3 year threshold) Raytheon Technologies Governance Practices 12 Raytheon Technologies’ Strong
Governance Framework
Section II: Technology Sharing and Cost Synergies Position Raytheon Technologies to Deliver Long-Term
Shareowner Value
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 Carrier.R&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
Value Creation Through Cost
Synergies $350-$400M $600M+ Announced Realized Announced $500M Revised Estimate $600M+ Net:$500M+ Gross:~$1B+ pre-taxcost synergies1 + 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. 19
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 ~$8B2 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.2. For more information, see Pro Forma Free Cash Flow Definition Reconciliation in the Appendix. 20
*See Appendix for additional information regarding this non-GAAP financial measure.For more information,
see the joint proxy statement/prospectus on Form 424B3, filed with the SEC on September 10, 2019.1 Assumes mid-year 2020 close.2 Approximately $600M net one-time cost, subject to USG recoverability to achieve $500M+ in net annual cost
synergies. $18B-$20B $4B-$5B Immediately accretive ~$18B-$20BReturn of capital to shareowners over 3 years ~$1B in gross cost synergies by year 4; incremental$0.1B-$0.2B of corporate cost avoidance related to the
separation Return of Capital to Shareowners Gross Cost Savings2 Run-Rate Synergies $350M $325M $175M $150M ~$1B ~$0.5B Gross: Net: IT and Other SG&A Facilities Consolidation Corporate Supply
Chain & Procurement Significant Additional Revenue Synergy Opportunities 3 YearsUTC Aero Standalone Pro Forma RTX 20 – 30 centsAdjusted EPS* accretion in 20211 ...and Compelling Capital Return to Shareowners ...with
Strong Synergy Upside... EPS Accretion... Merger Creates Significant Value for UTC Shareowners The Merger provides unique technology sharing opportunities paired with attractive cost synergies and capital returns, which will create
significant value for UTC shareowners 21
Appendix
Taxes ($0.05)Shares ($0.05)Minority ($0.04)Other ($0.01) 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. BRYANTFormer COO, Google CloudDirector Since: 2017Committees: Audit, Finance CHRISTOPHER KEARNEYRetired Chair, CEO & President 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 United Technologies’ Current Board of Directors = Will serve on Raytheon Technologies Board of Directors 23
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 “Breakfast with Management”Facility/site visitsCEO update letters (bi-weekly)Group trainings1-on-1 briefingsOutside
experts 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: 24 United Technologies’
Engaged and Knowledgeable Board Additional Information Sources
Directly link pay to performance and shareowner returns 95%+ say-on-pay support since 2016Rigorous
performance-based program – LTI changed to 50% SARs/50% PSUs in 2019; removed RSUs from annual LTI awardsAnnual 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 Taxes ($0.05)Shares ($0.05)Minority ($0.04)Other ($0.01) 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 25 United Technologies’ Existing Strong Governance Practices
~$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 Global provider ofHVAC,
refrigeration,building automation,fire safety andsecurity products $19B Pro forma 2018 estimates based on sales provided by each company; includes Rockwell Collins and excludes Otis and Carrier.Net of intercompany eliminations.Based
on 2018 sales. World’s leadingmanufacturer andservice provider ofelevators, escalatorsand moving walkways $13B #200 2018 Sales S&P 500 Rank3 26
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 27
Pro Forma Free Cash Flow Definition Reconciliation 2021 Cash Flow from Operations Less: Capital
Expenditures Free Cash Flow “Pro Forma” ~$8B Add back: Contingency / Investment Flexibility ~$1.0B Free Cash Flow “Pro Forma” excluding Contingency / Investment Flexibility ~$9.0B Less: Aero Investing Cash Flow1 ~($0.8B) Add back:
After Tax Net Interest Expense ~$1.0B Less: Synergies Benefit Net to ~$0 Add back: Cost to Achieve Synergies Add back: Other adjustments2 Net to ~$0.1B S-4 Unlevered Free Cash Flow3 ~$9.3B Source: Form 425, filed with the SEC on
September 5, 2019.‘Aero investing cash flow’ includes investment in the Pratt & Whitney company-owned spare engine pool, annual payments to Rolls Royce related to the V2500 program extending through June 2027, as well as other customer
commitments‘Other’ category includes adjustments not itemized that relate to pension and tax.Based on Morgan Stanley’s calculation of Unlevered Free Cash Flow for UTC RemainCo and Raytheon as disclosed in the joint proxy statement/prospectus on
Form 424B3, filed with the SEC on September 10, 2019; $9.3B is the sum of the stand-alone projections of Unlevered Free Cash Flow for UTC RemainCo and Raytheon set forth on pages 114 and 117, respectively, of the joint proxy
statement/prospectus.See Use and Definitions of Non-GAAP Financial Measures set forth in this Appendix. Includes:- After Tax Net Interest Expense- Synergies Benefit- Cost to Achieve Synergies- Contingency / Investment FlexibilityExcludes: -
Aero Investing Cash Flow1 S-4 Unlevered Free Cash FlowValuation DefinitionDisclosure: S-4 filing, as amended Includes:- Aero Investing Cash Flow1Excludes: - After Tax Net Interest Expense- Synergies Benefit- Cost to Achieve Synergies -
Contingency / Investment Flexibility Illustrative 2021 example Free Cash FlowUTC Free Cash Flow Definition4Disclosure: June 10, 2019 Merger Announcement Presentation Potential uses of cash informing contingency / investment flexibility:
Investment in future aerospace programs not yet launched (e.g., NMA)Timing of one-time costs related to UTC portfolio separation (portion of previously disclosed estimate of $2.5B - $3B total)Other future capital/restructuring requirements not
yet projected as part of United Technologies or Raytheon forecasts 28
United Technologies Corporation reports its financial results in accordance with accounting principles
generally accepted in the United States ("GAAP"). We supplement the reporting of our financial information determined under GAAP with certain non-GAAP financial information. The non-GAAP information presented provides investors with additional
useful information, but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons
with such other companies. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Adjusted net sales, organic sales, adjusted operating profit,
adjusted net income, adjusted earnings per share (“EPS”), and the adjusted effective tax rate are non-GAAP financial measures. Adjusted net sales represents consolidated net sales from continuing operations (a GAAP measure), excluding
significant items of a non-recurring and/or nonoperational nature (hereinafter referred to as “other significant items”). Organic sales represents consolidated net sales (a GAAP measure), excluding the impact of foreign currency translation,
acquisitions and divestitures completed in the preceding twelve months and other significant items. Adjusted operating profit represents income from continuing operations (a GAAP measure), excluding restructuring costs and other significant
items. Adjusted net income represents net income from continuing operations (a GAAP measure), excluding restructuring costs and other significant items. Adjusted EPS represents diluted earnings per share from continuing operations (a GAAP
measure), excluding restructuring costs and other significant items. The adjusted effective tax rate represents the effective tax rate (a GAAP measure), excluding restructuring costs and other significant items. For the business segments, when
applicable, adjustments of net sales, operating profit and margins similarly reflect continuing operations, excluding restructuring and other significant items. Management believes that the non-GAAP measures just mentioned are useful in
providing period-to-period comparisons of the results of the Company’s ongoing operational performance. Free cash flow is a non-GAAP financial measure that represents cash flow from operations (a GAAP measure) less capital expenditures.
Management believes free cash flow is a useful measure of liquidity and an additional basis for assessing UTC's ability to fund its activities, including the financing of acquisitions, debt service, repurchases of UTC's common stock and
distribution of earnings to shareholders.A reconciliation of the non-GAAP measures to the corresponding amounts prepared in accordance with GAAP appears in the tables in this Appendix. The tables provide additional information as to the items
and amounts that have been excluded from the adjusted measures. When we provide our expectation for adjusted EPS, adjusted operating profit, adjusted effective tax rate, organic sales and free cash flow on a forward-looking basis, a
reconciliation of the differences between the non-GAAP expectations and the corresponding GAAP measures (expected diluted EPS from continuing operations, operating profit, the effective tax rate, sales and expected cash flow from operations)
generally is not available without unreasonable effort due to potentially high variability, complexity and low visibility as to the items that would be excluded from the GAAP measure in the relevant future period, such as unusual gains and
losses, the ultimate outcome of pending litigation, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes or their probable significance. The variability
of the excluded items may have a significant, and potentially unpredictable, impact on our future GAAP results Use and Definitions of Non-GAAP Financial Measures 29