Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 30 2020 - 4:10PM
Edgar (US Regulatory)
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: January 30, 2020
THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPTUTX - Q4 2019 United Technologies Corp Earnings
Call EVENT DATE/TIME: JANUARY 28, 2020 / 1:00PM GMT OVERVIEW:Co. reported 4Q19 reported sales of $19.6b, GAAP EPS of $1.32 and adjusted EPS of $1.94. Expects 1Q20 reported sales to be up slightly YoverY.
JANUARY 28, 2020 / 1:00PM, UTX - Q4 2019 United Technologies Corp Earnings CallCORPORATE PARTICIPANTS
Gregory J. Hayes United Technologies Corporation - Chairman, CEO & President Nathan Ware United Technologies Corporation - Senior Director, Investor Relations Neil G. Mitchill United Technologies Corporation - Acting CFOCONFERENCE CALL
PARTICIPANTS Cai von Rumohr Cowen and Company, LLC, Research Division - MD & Senior Research AnalystCarter Copeland Melius Research LLC - Founding Partner, President and Research Analyst of Aerospace & DefenseCharles Stephen Tusa JP
Morgan Chase & Co, Research Division - MDJeffrey Todd Sprague Vertical Research Partners, LLC - Founder & Managing PartnerJulian C.H. Mitchell Barclays Bank PLC, Research Division - Research AnalystMyles Alexander Walton UBS Investment
Bank, Research Division - MD & Senior AnalystNigel Edward Coe Wolfe Research, LLC - MD & Senior Research AnalystPeter J. Arment Robert W. Baird & Co. Incorporated, Research Division - Senior Research Analyst Robert Michael Spingarn
Crédit Suisse AG, Research Division - Aerospace and Defense Analyst Ronald Jay Epstein BofA Merrill Lynch, Research Division - Industry AnalystSheila Karin Kahyaoglu Jefferies LLC, Research Division - Equity AnalystPRESENTATION OperatorGood
morning, and welcome to the United Technologies Fourth Quarter 2019 Earnings Conference Call. On the call today are Greg Hayes, Chairman and Chief Executive Officer; Neil Mitchill, Acting Senior Vice President and Chief Financial Officer; and
Nathan Ware, Senior Director, Investor Relations.This call is being carried live on the Internet, and there's a presentation available for download from UTC's website at www.utc.com. Please note, except where otherwise noted, the company will
speak to results from continuing operations excluding restructuring costs and other significant items of a nonrecurring and/or nonoperational nature often referred to by management as other significant items.The company also reminds listeners
that their earnings and cash flow expectation and other forward-looking statements provided on this call are subject to risk and uncertainty. UTC's SEC filings, including its Forms 10-Q and 10-K, provide detail on important factors that could
cause actual results to differ materially from those anticipated in forward-looking statements. In addition, in connection with the proposed Raytheon merger to be discussed today, UTC has filed with the SEC a registration statement, which
includes a prospectus of UTC and a joint proxy statement of UTC and Raytheon that contains important information about UTC, Raytheon and the merger and related matters. (Operator Instructions)Please go ahead, Mr. Hayes.Gregory J. Hayes - United
Technologies Corporation - Chairman, CEO & President***
JANUARY 28, 2020 / 1:00PM, UTX - Q4 2019 United Technologies Corp Earnings Call Let's turn to the
separations. For both Otis and Carrier, they are substantially complete from an operational standpoint. That happened on January 1, where we cut them off from the corporate systems for the most part, and they are now operating independently.
Both companies, as you see, announced their future Board of Directors in December and are looking forward to their pre-spin investor meetings in early February.Importantly, we've received both U.S. and Canadian tax rulings for the separation,
and we're currently working through a few final legal entity restructuring activities required to stand up the businesses as independent companies. Again, we're now targeting early in the second quarter for the spin of both businesses. So no
surprises there. Portfolio separations remain on track.Finally, on the merger with Raytheon. Our goal is to have the combination of UTC's aerospace businesses with Raytheon closed concurrent with the portfolio separation in early April. That's,
of course, subject to receiving all regulatory approvals. Integration planning is well underway, and we're already working a detailed list of items to generate the $1 billion of gross cost synergies that we're targeting for the transaction. I
also remain very excited about the technology synergies that will result from the combination and the opportunity this merger presents to create a best-in-class premier aerospace and defense system provider.***
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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 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.
Additional Information and Where to Find It
In 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, 02451, by telephone at 1-781-522-5123 or by email at invest@raytheon.com.
No Offer or Solicitation
This 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.