Item 1.01
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Entry into a Material Definitive Agreement.
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On March 9, 2020, Raytheon Company (Raytheon), United Technologies Corporation (UTC) and Light
Merger Sub Corp. (Merger Sub) entered into Amendment No. 1 (the Amendment) to the Agreement and Plan of Merger (the Merger Agreement), dated as of June 9, 2019, by and among UTC,
Merger Sub and Raytheon.
As previously disclosed and pursuant to the Merger Agreement, effective as of the effective time of the merger
of Merger Sub with and into Raytheon (the Merger), the board of directors of UTC will be comprised of 15 directors, of which seven will be individuals who were members of the board of directors of Raytheon (including the CEO of
Raytheon) immediately prior to the effective time of the Merger, and eight will be individuals who were members of the board of directors of UTC (including the Chief Executive Officer (CEO) of UTC) (collectively, the UTC
Continuing Directors) immediately prior to the effective time of the Merger.
The Amendment amends the Merger Agreement to
provide that at least six, rather than all, of the seven UTC Continuing Directors (and other than the CEO of UTC) will qualify as an independent director under the listing standards of the New York Stock Exchange and the applicable rules
of the U.S. Securities and Exchange Commission, and makes certain related changes to the bylaws of the combined company attached to the Merger Agreement as Annex A in connection with this change.
Other than as expressly modified pursuant to the Amendment, the Merger Agreement remains in full force and effect as originally executed on
June 9, 2019. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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2.1
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Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 9, 2019, by and among United Technologies Corporation, Light Merger Sub Corp. and Raytheon Company
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104
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Cover Page Interactive Data File (embedded within Inline XBRL document)
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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
Companys (Raytheon) and United Technologies Corporations (UTC) respective managements 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