United Technologies Corporation Announces Board Changes
March 13, 2020 at 12:03 pm
Share
On March 11, 2020, in connection with the previously announced separation (the “Separation”) of United Technologies Corporation (UTC) into three independent, publicly-traded companies, (1) UTC, which will combine with Raytheon in the Merger; (2) Otis Worldwide Corporation (“Otis”) and (3) Carrier Global Corporation (“Carrier”), Messrs. Christopher J. Kearney and Harold W. McGraw III, current directors of UTC, were appointed to serve on the Otis Board of Directors, and Messrs. John V. Faraci and Jean-Pierre Garnier, current directors of UTC, were appointed to serve on the Carrier Board of Directors, in each case effective as of immediately prior to the effective time of, and contingent upon, the applicable Distribution (as defined below). Accordingly, the UTC Board accepted their respective resignations from the UTC Board, in each case effective as of immediately prior to the effective time of, and contingent upon, the applicable Distribution. Mrs. Ellen J. Kullman and Ms. Diane M. Bryant each recently assumed chief executive officer positions at outside companies. As a result of this increase in outside responsibilities, on March 11, 2020, the UTC Board accepted Mrs. Kullman’s and Ms. Bryant’s respective resignations from the UTC Board in each case effective as of immediately prior to the effective time of, and contingent upon, the Merger. Additionally, pursuant to the previously announced Merger Agreement, as amended by Amendment No. 1, UTC and Raytheon agreed that, upon the completion of the Merger, the size of the UTC Board would be increased by two to a total of 15 directors, and, on March 11, 2020, the UTC Board appointed Messrs. Thomas A. Kennedy, George R. Oliver, Dinesh C. Paliwal, James A. Winnefeld, Jr. and Robert O. Work and Mmes. Tracy A. Atkinson and Ellen M. Pawlikowski (collectively, the “New Raytheon Directors”), each of whom is currently a member of the Raytheon Board, to fill the vacancies created by this increase, the departure of the four above-mentioned directors to Otis and Carrier, and the resignations of Mrs. Kullman and Ms. Bryant, in each case effective as of immediately prior to the effective time of, and contingent upon, completion of the Merger. Further, the UTC Board appointed Mr. Ortberg (collectively, with the New Raytheon Directors, the “New Directors”) to fill a vacancy resulting from the above-mentioned resignations and to serve on the UTC Board effective as of immediately prior to the effective time of, and contingent upon, the Merger.
RTX Corporation (formerly Raytheon Technologies Corporation) is among the world's leading aeronautics and defense groups. Net sales (including intragroup) break down by sector of activity as follows:
- aerial navigation systems (29.3%; Collins Aerospace): manufacturing of electrical, electronical and mechanical systems for aircrafts (compressors, airplane control, etc.), civil and military helicopters, etc.;
- aeronautics (29.2%; Pratt & Whitney): design and manufacturing of civil and military aircraft engines, gas turbines, rocket engines and propulsion systems;
- missile systems, and integrated air and anti-missile defense systems (21.1%; Raytheon Missiles & Defense): design and manufacturing of weapons systems, missiles, munitions, projectiles, radars systems, control and monitoring equipment, communication, information, detection and imaging systems, etc. ;
- aerospace systems (20.4%; Raytheon Intelligence & Space): production of radars, airborne sensors, tactical airborne communications systems, software-defined radio solutions, advanced tactical networking systems, cryptographic systems, real-time sensor networking systems, etc.
Net sales break down by source of revenue between sales of products (76.7%) and services (24.3%).
Net sales are distributed geographically as follows: the United States (86.3%), Europe (5.8%), Asia/Pacific (2.7%), North Africa and Middle East (0.2%) and other (5%).