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As filed with the Securities and Exchange Commission on August 15, 2019

Registration No. 333-232696

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO THE
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

United Technologies Corporation
(Exact name of registrant as specified in its charter)

Delaware
3724
06-0570975
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

10 Farm Springs Road
Farmington, Connecticut 06032
(860) 728-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Charles D. Gill
Executive Vice President and General Counsel
10 Farm Springs Road
Farmington, Connecticut 06032
(860) 728-7800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Joshua R. Cammaker
Edward J. Lee
Victor Goldfeld
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Frank R. Jimenez
Vice President, General Counsel
and Corporate Secretary
Raytheon Company
870 Winter Street
Waltham, Massachusetts 02451
(781) 522-3000
Clare O’Brien
Sean Skiffington
Cody Wright
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described in the enclosed joint proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer
o
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
o
 
 
Emerging growth company
o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this joint proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED AUGUST 15, 2019



To the shareowners of United Technologies Corporation and the stockholders of Raytheon Company

TRANSACTION PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Shareowners and Stockholders:

On June 9, 2019, United Technologies Corporation, or UTC, Light Merger Sub Corp., a wholly owned subsidiary of UTC, or Merger Sub, and Raytheon Company, or Raytheon, entered into an Agreement and Plan of Merger, or the merger agreement, pursuant to which, subject to approval of UTC shareowners and Raytheon stockholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, the UTC aerospace businesses and Raytheon will combine in an all-stock merger of equals. At the completion of the merger, Merger Sub will merge with and into Raytheon, with Raytheon surviving the merger and becoming a wholly owned subsidiary of UTC. The merger is conditioned on the prior completion of UTC’s previously announced separation of its commercial businesses, Otis and Carrier, from its other businesses and the pro rata distributions to its shareowners of 100% of the common stock of the corporation holding the Otis business, or Otis SpinCo, and 100% of the common stock of the corporation holding the Carrier business, or Carrier SpinCo. The merger agreement provides that, as of the completion of the merger, the name of UTC will be changed to Raytheon Technologies Corporation. Each of the common stock of UTC and the common stock of Raytheon is traded on the New York Stock Exchange, or the NYSE, under the symbols “UTX” and “RTN,” respectively. The common stock of the combined company will be listed on the NYSE under the symbol “RTX.”

If the merger is completed, each share of Raytheon common stock (other than shares held by Raytheon as treasury stock) will be converted into the right to receive 2.3348 fully paid and nonassessable shares of UTC common stock (and, if applicable, cash in lieu of fractional shares), or the merger consideration, less any applicable withholding taxes. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration.”

The market value of UTC common stock at the time of completion of the merger could be greater than, less than or the same as the market value of UTC common stock on the date of the accompanying joint proxy statement/prospectus. In fact, as a result of the distributions, we expect the market price of shares of UTC common stock to decline because the market price will no longer include the value of the Otis business or the Carrier business. We cannot predict the amount of this decline, as the market price of shares of UTC common stock may fluctuate based on the perceived values of the common stock of UTC, Otis SpinCo and Carrier SpinCo in anticipation of the distributions and the merger, and it may not be possible to estimate the market value of UTC common stock. The value of UTC common stock that Raytheon stockholders will receive in the merger will reflect the combination of the UTC aerospace businesses and Raytheon and will not include the value of the Otis business or the Carrier business.

Based on the current number of shares of Raytheon common stock outstanding and reserved for issuance, UTC expects to issue approximately 648 million shares of UTC common stock to holders of Raytheon common stock in the aggregate in the merger. Based on the current number of shares of Raytheon common stock outstanding and reserved for issuance, and the current number of shares of UTC common stock outstanding and reserved for issuance, we estimate that, immediately following completion of the merger, former holders of Raytheon common stock will own approximately 43% and pre-merger holders of UTC common stock will own approximately 57% of the common stock of the combined company.

Each of UTC and Raytheon is holding a special meeting of its shareowners and stockholders, respectively, to vote on the proposals necessary to complete the merger. Information about each meeting, the merger and the other business to be considered by shareowners and stockholders at each special meeting is contained in this joint proxy statement/prospectus. Any shareowner or stockholder entitled to attend and vote at the applicable special meeting is entitled to appoint a proxy to attend and vote on such shareowner’s or stockholder’s behalf. Such proxy need not be a holder of UTC common stock or Raytheon common stock. We urge you to read this joint proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 40.

Your vote is very important regardless of the number of shares of UTC common stock or Raytheon common stock that you own. The merger cannot be completed without (1) the adoption of the merger agreement by the affirmative vote of holders of a majority of the shares of Raytheon common stock outstanding and entitled to vote at the Raytheon special meeting and (2) the approval of the issuance of UTC common stock to Raytheon stockholders in connection with the merger by the affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote at the UTC special meeting.

Whether or not you plan to attend the UTC special meeting or the Raytheon special meeting, please submit your proxy as soon as possible to make sure that your shares are represented at the applicable meeting.

Gregory J. Hayes
Chairman, President and
Chief Executive Officer
United Technologies Corporation
Thomas A. Kennedy
Chairman, President and
Chief Executive Officer
Raytheon Company

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this joint proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [         ], 2019 and is first being mailed to shareowners of UTC and stockholders of Raytheon on or about [         ], 2019.

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UNITED TECHNOLOGIES CORPORATION
10 Farm Springs Road
Farmington, Connecticut 06032

NOTICE OF SPECIAL MEETING OF SHAREOWNERS
To be held on [       ], 2019

To the Shareowners of United Technologies Corporation:

We are pleased to invite you to attend—and notice is hereby given that United Technologies Corporation, referred to as UTC, will hold—a special meeting of its shareowners, referred to as the UTC special meeting, at [       ] on [       ], 2019 at [       ] for the following purposes:

1.Approval of the UTC Share Issuance. To vote on a proposal to approve the issuance of UTC common stock, par value $1.00 per share, to Raytheon stockholders in connection with the merger contemplated by the Agreement and Plan of Merger, referred to as the merger agreement, dated as of June 9, 2019, by and among United Technologies Corporation, Light Merger Sub Corp. and Raytheon Company, referred to as the UTC share issuance proposal; and
2.Adjournment of the UTC Special Meeting. To vote on a proposal to approve the adjournment of the UTC special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the UTC special meeting to approve the UTC share issuance proposal, referred to as the UTC adjournment proposal.

UTC will transact no other business at the UTC special meeting, except such business as may properly be brought before the UTC special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the UTC special meeting.

The UTC board of directors, referred to as the UTC Board, has fixed the close of business on [      ], 2019 as the record date for the UTC special meeting, referred to as the UTC record date. Only UTC shareowners of record at that time are entitled to receive notice of, and to vote at, the UTC special meeting or any adjournment or postponement thereof. UTC is commencing its solicitation of proxies on or about [      ], 2019. UTC will continue to solicit proxies until the date of the UTC special meeting.

Completion of the merger is conditioned upon, among other things, approval of the UTC share issuance proposal by the UTC shareowners, which requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote at the UTC special meeting.

The UTC Board unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, certain governance arrangements, the separation, the distributions and the UTC share issuance are advisable and fair to and in the best interests of UTC and its shareowners, and unanimously recommends that UTC shareowners vote:

“FOR” the UTC share issuance proposal; and
“FOR” the UTC adjournment proposal.

Your vote is very important regardless of the number of shares of UTC common stock that you own. The votes cast in favor of the UTC share issuance proposal must exceed the aggregate of votes cast against the UTC share issuance proposal and abstentions. Whether or not you expect to attend the UTC special meeting in person, to ensure your representation at the UTC special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the UTC proxy card, (2) calling the toll-free number listed on the UTC proxy card or (3) submitting your UTC proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you

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from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of UTC common stock who is present at the UTC special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the UTC special meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the bank, broker or other nominee. If you hold shares through a UTC employee savings plan, you will receive instructions on how to vote the shares you hold through the plan.

You will need to obtain an admission ticket in advance to attend the UTC special meeting. To do so, please make your request by mail to Office of the Corporate Secretary, 10 Farm Springs Road, Farmington, CT 06032, email at corpsec@corphq.utc.com or by phone at (860) 728-7870. UTC’s Corporate Secretary must receive your request for an admission ticket on or before [       ], 2019. Seating will be limited and requests for tickets will be processed in the order in which they are received.

If you own shares in street name through an account with a bank, broker or other nominee, then send proof of your UTC share ownership as of the UTC record date (for example, a brokerage firm account statement or a “legal proxy” from your intermediary) along with your ticket request. If you are not sure what proof to send, check with your intermediary.

If your shares are registered in your name with UTC’s stock registrar and transfer agent, Computershare Trust Company, N.A., or if you own shares through a UTC employee savings plan, no proof of ownership is required because UTC can verify your ownership.

For security reasons, be prepared to show a form of government-issued photo identification when presenting your ticket for admission to the UTC special meeting. If you forget to bring your ticket, you will be admitted only if you provide photo identification. If you do not request a ticket in advance, you will be admitted only if space is available and you provide photo identification and satisfactory evidence that you were a shareowner of UTC common stock as of the UTC record date. If you need special assistance at the UTC special meeting because of a disability, please contact UTC’s Corporate Secretary’s Office.

The enclosed joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the UTC special meeting. We urge you to carefully read this joint proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning either of the proposals in this notice, the merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of UTC common stock, please contact UTC’s proxy solicitor:

Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Telephone: (888) 549-6618 (toll-free)
(781) 575-2137 (collect)
Email: UTXProxy@georgeson.com

By Order of the United Technologies Corporation Board of Directors,

   
 
Peter J. Graber-Lipperman
Corporate Vice President, Secretary and
Associate General Counsel
 
   
 
Farmington, Connecticut
          [       ], 2019
 

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RAYTHEON COMPANY
870 Winter Street
Waltham, Massachusetts 02451

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

   
To be held on [       ], 2019

To the Stockholders of Raytheon Company:

We are pleased to invite you to attend—and notice is hereby given that Raytheon Company, referred to as Raytheon, will hold—a special meeting of its stockholders, referred to as the Raytheon special meeting, at [       ] on [       ], 2019 at [       ] for the following purposes:

1.Adoption of the Merger Agreement. To vote on a proposal to adopt 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, referred to as the merger agreement, which is further described in the section entitled “The Merger Agreement,” a copy of which merger agreement is attached as Annex A to the joint proxy statement/prospectus accompanying this notice, referred to as the Raytheon merger proposal;
2.Raytheon Merger-Related Compensation. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Raytheon’s named executive officers in connection with the merger contemplated by the merger agreement, referred to as the Raytheon merger-related compensation proposal; and
3.Adjournment of the Raytheon Special Meeting. To vote on a proposal to approve the adjournment of the Raytheon special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Raytheon special meeting to approve the Raytheon merger proposal, referred to as the Raytheon adjournment proposal.

Raytheon will transact no other business at the Raytheon special meeting, except such business as may properly be brought before the Raytheon special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Raytheon special meeting.

The Raytheon board of directors, referred to as the Raytheon Board, has fixed the close of business on [       ], 2019 as the record date for the Raytheon special meeting, referred to as the Raytheon record date. Only Raytheon stockholders of record at that time are entitled to receive notice of, and to vote at, the Raytheon special meeting or any adjournment or postponement thereof. Raytheon is commencing its solicitation of proxies on or about [       ], 2019. Raytheon will continue to solicit proxies until the date of the Raytheon special meeting.

Completion of the merger is conditioned, among other things, upon adoption of the merger agreement by the Raytheon stockholders, which requires the affirmative vote of holders of a majority of the shares of Raytheon common stock outstanding and entitled to vote at the Raytheon special meeting.

The Raytheon Board has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger; determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of Raytheon and its stockholders; and unanimously recommends that Raytheon stockholders vote:

“FOR” the Raytheon merger proposal;
“FOR” the Raytheon merger-related compensation proposal; and
“FOR” the Raytheon adjournment proposal.

Your vote is very important regardless of the number of shares of common stock that you own. A failure to vote your shares, or to provide instructions to your bank, broker or nominee as to how to vote

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your shares, is the equivalent of a vote against the Raytheon merger proposal. Whether or not you expect to attend the Raytheon special meeting in person, to ensure your representation at the Raytheon special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the Raytheon proxy card, (2) calling the toll-free number listed on the Raytheon proxy card or (3) submitting your Raytheon proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Raytheon common stock who is present at the Raytheon special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Raytheon special meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the bank, broker or other nominee.

If you are a participant in the Raytheon Dividend Reinvestment Plan, shares acquired under the plan may be voted in the same manner as the shares that generated the dividends for reinvestment. Thus, these shares may be voted by following the same procedures as those described above.

If you are a participant in the Raytheon Savings and Investment Plan with a balance in the Raytheon Stock Fund, your proxy will serve as the voting instructions to the trustee for all shares allocated to your account under the plan. If you do not provide voting instructions regarding the shares allocated to your account, the trustee will vote such shares at the Raytheon special meeting in the same proportion as shares for which instructions were received.

If you are a stockholder of record as of the Raytheon record date for the Raytheon special meeting and you plan to attend the Raytheon special meeting in person, you will need valid government-issued photo identification, such as a driver’s license or passport, to enter the Raytheon special meeting. If you hold your shares through a bank, broker or other nominee and you plan to attend the Raytheon special meeting in person, we will admit you only if we can verify that you are a Raytheon stockholder as of the Raytheon record date. You will need to bring a letter or account statement demonstrating that you were the beneficial owner of our common stock on the Raytheon record date, along with valid government-issued photo identification, to be admitted to the Raytheon special meeting.

If you hold Raytheon common stock in your name on the Raytheon record date and plan to attend the Raytheon special meeting, because of security procedures, you will need to obtain an admission ticket in advance. In addition to obtaining an admission ticket in advance, you will be required to provide valid government-issued photo identification (e.g., a driver’s license or a passport) to be admitted to the Raytheon special meeting. Admission tickets will be available to both registered and beneficial owners of Raytheon common stock. You may apply for an admission ticket by mail to Office of the Corporate Secretary, 870 Winter Street, Waltham, Massachusetts 02451. Ticket requests will not be accepted by phone or email. Raytheon’s Corporate Secretary must receive your request for an admission ticket on or before [       ], 2019. If you are a beneficial owner of Raytheon common stock and hold your shares through a bank, broker or other nominee and you plan to attend the Raytheon special meeting in person, in addition to following the procedures described above, you will also need to provide proof of beneficial ownership at the Raytheon record date to obtain your admission ticket for the Raytheon special meeting. A brokerage statement or account letter from a bank or broker are examples of proof of beneficial ownership. If you wish to vote your Raytheon common stock held in “street name” in person at the Raytheon special meeting, you will have to obtain a written legal proxy in your name from the bank, broker or other nominee holder of record that holds your shares. Please note that seating will be limited and requests for admission tickets will be accepted on a first-come, first-served basis. If you need special assistance at the Raytheon special meeting because of a disability, please contact Raytheon’s Corporate Secretary’s Office.

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The enclosed joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the Raytheon special meeting. We urge you to carefully read this joint proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning any of the proposals in this notice, the merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of common stock, please contact Raytheon’s proxy solicitor or Raytheon:

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Telephone: (866) 416-0576 (toll-free)
(212) 269-5550 (collect)
Email: RTN@dfking.com
   
OR
   
Raytheon Company
870 Winter Street
Waltham, Massachusetts 02451
Attention: Investor Relations
Telephone: (781) 522-5123
E-mail: invest@raytheon.com

By Order of the Raytheon Company Board of Directors,

   

Frank R. Jimenez
Vice President, General Counsel and
Corporate Secretary

Waltham, Massachusetts
          [       ], 2019

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REFERENCES TO ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about UTC and Raytheon from other documents that are not included in or delivered with the accompanying joint proxy statement/prospectus. For a listing of the documents incorporated by reference into the accompanying joint proxy statement/prospectus, see “Where You Can Find More Information.”

You can obtain any of the documents incorporated by reference into the accompanying joint proxy statement/prospectus by requesting them in writing or by telephone as follows:

For UTC Shareowners:
United Technologies Corporation
10 Farm Springs Road
Farmington, Connecticut 06032
Attention: Corporate Secretary
(860) 728-7870
For Raytheon Stockholders:
Raytheon Company
870 Winter Street
Waltham, Massachusetts 02451
Attention: Investor Relations
(781) 522-5123
corpsec@corphq.com
 

To receive timely delivery of the documents in advance of the UTC special meeting and the Raytheon special meeting, you should make your request no later than [         ], 2019.

You may also obtain any of the documents incorporated by reference into the accompanying joint proxy statement/prospectus without charge through the Securities and Exchange Commission website at www.sec.gov. In addition, you may obtain copies of documents filed by UTC with the SEC on UTC’s Internet website at http://www.utc.com under the tab “Investors,” then under the tab “Financial Information” or by contacting UTC’s Corporate Secretary at United Technologies, 10 Farm Springs Road, Farmington, Connecticut 06032 or by calling (860) 728-7870. You may also obtain copies of documents filed by Raytheon with the SEC on Raytheon’s Internet website at http://www.raytheon.com under the tab “Investor Relations” and then under the heading “SEC Filings” or by contacting Raytheon’s Investor Relations at Raytheon Company, Investor Relations, 870 Winter Street, Waltham, Massachusetts, 02541 or by calling (781) 522-5123.

We are not incorporating the contents of the websites of the SEC, UTC, Raytheon or any other entity or any other website into the accompanying joint proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into the accompanying joint proxy statement/prospectus at these websites only for your convenience.

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by UTC (File No. 333-232696), constitutes a prospectus of UTC under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of common stock, par value $1.00 per share, of UTC to be issued to Raytheon stockholders pursuant to the merger agreement. This document also constitutes a joint proxy statement of each of UTC and of Raytheon under Section 14(a) of the Securities Exchange Act of 1934. It also constitutes a notice of meeting with respect to the Raytheon special meeting, at which Raytheon stockholders will be asked to consider and vote upon the Raytheon merger proposal and certain other proposals and it constitutes a notice of meeting with respect to the UTC special meeting, at which UTC shareowners will be asked to consider and vote upon the UTC share issuance proposal and certain other proposals.

UTC has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to UTC and Light Merger Sub Corp., and Raytheon has supplied all such information relating to Raytheon.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. UTC and Raytheon have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated as of the date set forth above on the cover page of this joint proxy statement/prospectus, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to UTC shareowners or Raytheon stockholders nor the issuance by UTC of shares of UTC common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:

“applicable net indebtedness” refers, in each case without duplication, to: (1) the aggregate outstanding principal amount of total indebtedness for borrowed money of UTC RemainCo (as defined below) and its subsidiaries, less (2) the aggregate cash, cash equivalents and marketable securities of UTC RemainCo and its subsidiaries, less (3) the aggregate outstanding principal amount of Otis SpinCo debt securities and Carrier SpinCo debt securities held by UTC RemainCo or its subsidiaries, plus (4) the specified separation-related expenses (subject to adjustment if the completion of the merger does not occur on the first business day of any calendar month)
“Carrier business” refers to, collectively, (1) the business, operations and activities of the “Carrier” (formerly known as UTC Climate, Controls & Security) reporting segment of UTC conducted at any time prior to the completion of the Carrier distribution by UTC or by any of its current or former subsidiaries and (2) any terminated, divested, or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the business, operations and activities described in clause (1) as then conducted
“Carrier contribution” refers to the contribution by UTC of the Carrier business to Carrier SpinCo
“Carrier debt-for-debt exchange” refers to the use of Carrier SpinCo debt securities to satisfy then-outstanding indebtedness of UTC pursuant to one or more debt-for-debt exchange transactions (whether prior to or after the completion of the merger) in a manner that is consistent with (1) the intended tax-free treatment of the external separation transactions (as defined below) and (2) the IRS ruling
“Carrier distribution” refers to the pro rata distribution to the shareowners of UTC (prior to the merger) of 100% of the common stock of Carrier SpinCo

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“Carrier SpinCo” refers to a wholly owned subsidiary of UTC (prior to the Carrier distribution), which, at the time of the Carrier distribution, directly or indirectly through its subsidiaries, will hold the Carrier business
“Carrier SpinCo debt securities” refers to debt securities issued by Carrier SpinCo to UTC which have terms that are consistent with (1) the intended tax-free treatment of the external separation transactions and (2) the IRS ruling
“Carrier SpinCo pre-closing cash distribution” refers to the distribution by Carrier SpinCo of cash to UTC prior to the effective time of the Carrier distribution, which cash will be used by UTC, in one or more transactions prior to or after the completion of the merger, to repurchase or otherwise retire for cash then-outstanding indebtedness of UTC (whether by tender offer, redemption or otherwise) in a manner that is consistent with (1) the intended tax-free treatment of the external separation transactions and (2) the IRS ruling
“Citigroup” refers to Citigroup Global Markets Inc.
“Code” refers to the Internal Revenue Code of 1986, as amended
“combined company” refers to UTC, following completion of the merger (at which time UTC will be renamed Raytheon Technologies Corporation)
“contributions” refers to, collectively, the Otis contribution and the Carrier contribution
“debt reallocation” refers to (1) any assumption of UTC liabilities by Otis SpinCo in connection with the Otis contribution, (2) any assumption of UTC liabilities by Carrier SpinCo in connection with the Carrier contribution, (3) the receipt by UTC of any Otis SpinCo debt securities and the completion of any Otis debt-for-debt exchange, (4) the receipt by UTC of any Carrier SpinCo debt securities and the completion of any Carrier debt-for-debt exchange, (5) the receipt by UTC of any Otis SpinCo pre-closing cash distribution and the use of such cash by UTC to retire then-outstanding indebtedness of UTC (whether by tender offer, redemption or otherwise), and/or (6) the receipt by UTC of any Carrier SpinCo pre-closing cash distribution and the use of such cash by UTC to retire then-outstanding indebtedness of UTC (whether by tender offer, redemption or otherwise)
“DGCL” refers to the General Corporation Law of the State of Delaware
“distribution” refers to either the Otis distribution or the Carrier distribution
“distributions” refers to, collectively, the Otis distribution and the Carrier distribution
“Evercore” refers to Evercore Group L.L.C.
“Exchange Act” refers to the Securities Exchange Act of 1934, as amended
“exchange ratio” refers to 2.3348 shares of UTC common stock per share of Raytheon common stock
“excluded shares” refers to shares held by Raytheon as treasury stock
“external separation transactions” refers to, collectively, the Otis contribution, the Carrier contribution, the distributions and the debt reallocation
“GAAP” refers to accounting principles generally accepted in the United States
“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
“IRS” refers to the Internal Revenue Service
“IRS ruling” refers to a private letter ruling from the IRS regarding certain U.S. federal income tax matters relating to the separation and the distributions
“merger” refers to the merger of Merger Sub with and into Raytheon, with Raytheon being the surviving corporation in the merger
“merger agreement” refers to the Agreement and Plan of Merger, dated as of June 9, 2019, by and among UTC, Merger Sub and Raytheon

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“merger consideration” refers to the right of Raytheon stockholders to receive the exchange ratio
“Merger Sub” refers to Light Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of UTC
“Morgan Stanley” refers to Morgan Stanley & Co. LLC
“NYSE” refers to the New York Stock Exchange
“Otis business” refers to, collectively, (1) the business, operations and activities of the “Otis” reporting segment of UTC conducted at any time prior to the completion of the Otis distribution by UTC or by any of its current or former subsidiaries and (2) any terminated, divested, or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the business, operations and activities described in clause (1) as then conducted
“Otis contribution” refers to the contribution by UTC of the Otis business to Otis SpinCo
“Otis debt-for-debt exchange” refers to the use of Otis SpinCo debt securities to satisfy then-outstanding indebtedness of UTC pursuant to one or more debt-for-debt exchange transactions (whether prior to or after the completion of the merger) in a manner that is consistent with (1) the intended tax-free treatment of the external separation transactions and (2) the IRS ruling
“Otis distribution” refers to the pro rata distribution to the shareowners of UTC (prior to the merger) of 100% of the common stock of Otis SpinCo
“Otis SpinCo” refers to a wholly owned subsidiary of UTC (prior to the Otis distribution), which, at the time of the Otis distribution, directly or indirectly through its subsidiaries, will hold the Otis business
“Otis SpinCo debt securities” refers to debt securities issued by Otis SpinCo to UTC which have terms that are consistent with (1) the intended tax-free treatment of the external separation transactions and (2) the IRS ruling
“Otis SpinCo pre-closing cash distribution” refers to the distribution by Otis SpinCo of cash to UTC prior to the effective time of the Otis distribution, which cash will be used by UTC, in one or more transactions prior to or after the completion of the merger, to repurchase or otherwise retire for cash then-outstanding indebtedness of UTC (whether by tender offer, redemption or otherwise) in a manner that is consistent with (1) the intended tax-free treatment of the external separation transactions and (2) the IRS ruling
“Raytheon” refers to Raytheon Company, a Delaware corporation
“Raytheon adjournment proposal” refers to the proposal to adjourn the Raytheon special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Raytheon special meeting to approve the Raytheon merger proposal
“Raytheon Board” refers to the Raytheon board of directors
“Raytheon common stock” refers to the common stock of Raytheon, $0.01 par value per share
“Raytheon merger proposal” refers to the proposal that Raytheon stockholders adopt the merger agreement
“Raytheon merger-related compensation proposal” refers to the proposal that Raytheon stockholders approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Raytheon’s named executive officers in connection with the merger contemplated by the merger agreement
“Raytheon PSU award” refers to an award of performance-based vesting restricted stock units relating to Raytheon common stock
“Raytheon record date” refers to [         ], 2019
“Raytheon restricted stock award” refers to an award of unvested restricted shares of Raytheon common stock

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“Raytheon RSU award” refers to an award of time-based vesting restricted stock units relating to Raytheon common stock
“Raytheon stockholder” or “Raytheon stockholders” refers to one or more holders of Raytheon common stock, as applicable
“Raytheon stockholder approval” refers to the affirmative vote of the holders of a majority of all outstanding shares of Raytheon common stock entitled to vote (in person or by proxy) at the Raytheon special meeting in favor of the Raytheon merger proposal
“Raytheon special meeting” refers to the special meeting of Raytheon stockholders to consider and vote upon the Raytheon merger proposal and related matters
“RBC Capital Markets” refers to RBC Capital Markets, LLC
“SEC” refers to the Securities and Exchange Commission
“Securities Act” refers to the Securities Act of 1933, as amended
“separation” refers to the separation of UTC’s Otis business and its Carrier business from UTC’s other businesses
“separation principles” refers to certain principles governing the separation and the distributions set forth in UTC’s disclosure letter to the merger agreement
“specified date” refers to the date that is the later of (1) March 31, 2022 and (2) the second anniversary of the closing date of the merger
“target indebtedness” refers to an amount equal to $24.3 billion
“UTC” refers to United Technologies Corporation, a Delaware corporation
“UTC adjournment proposal” refers to the proposal to adjourn the UTC special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the UTC special meeting to approve the UTC share issuance proposal
“UTC aerospace businesses” refers to the businesses of UTC RemainCo and its subsidiaries after giving effect to the separation and the distributions, but before giving effect to the merger
“UTC Board” refers to the UTC board of directors
“UTC common stock” refers to the common stock of UTC, $1.00 par value per share
“UTC record date” refers to [         ], 2019
“UTC RemainCo” refers to UTC after giving effect to the separation and the distributions, but before giving effect to the merger
“UTC share issuance proposal” refers to the proposal that UTC shareowners approve the issuance of UTC common stock to Raytheon stockholders in connection with the merger
“UTC shareowner” or “UTC shareowners” refers to one or more holders of UTC common stock, as applicable
“UTC shareowner approval” refers to the affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote (in person or by proxy) at the UTC special meeting in favor of the UTC share issuance proposal
“UTC special meeting” refers to the special meeting of UTC shareowners to consider and vote upon the UTC share issuance proposal and related matters
“we”, “our” and “us” refer to UTC and Raytheon, collectively

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS

The following questions and answers briefly address some commonly asked questions about the merger, the merger agreement, the transactions contemplated by the merger agreement, the UTC special meeting and the Raytheon special meeting. They may not include all the information that is important to UTC shareowners and Raytheon stockholders. UTC shareowners and Raytheon stockholders should carefully read this entire joint proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein.

Q:What is the merger?
A:UTC, Merger Sub and Raytheon have entered into a merger agreement. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed merger between UTC and Raytheon, whereby the UTC aerospace businesses and Raytheon will combine in an all-stock merger of equals. Under the merger agreement, subject to satisfaction or (to the extent permitted by law) waiver of the conditions set forth in the merger agreement and described hereafter, including the completion of the separation and the distributions, in each case prior to the completion of the merger, Merger Sub will merge with and into Raytheon, with Raytheon continuing as the surviving corporation and a wholly owned subsidiary of UTC. As a result of the merger, Raytheon will no longer be a publicly-held company. Following the merger, Raytheon common stock will be delisted from the NYSE, and deregistered under the Exchange Act. As of the completion of the merger, the name of UTC will be changed to Raytheon Technologies Corporation. Each of the common stock of UTC and the common stock of Raytheon is traded on the NYSE under the symbols “UTX” and “RTN,” respectively. The common stock of the combined company will be listed on the NYSE under the symbol “RTX.”
Q:Why is completion of the separation and the distributions a condition to the completion of the merger?
A:Today, UTC is comprised of the UTC aerospace businesses, the Otis business and the Carrier business. On November 26, 2018, UTC announced its intention to separate the Otis business and the Carrier business from the UTC aerospace businesses. Thereafter, UTC and Raytheon negotiated a transaction that involves the combination of Raytheon with the UTC aerospace businesses. In order to effect this transaction, the separation of the Otis business and the Carrier business from the UTC aerospace businesses must be completed before the completion of the merger, so that at the time of the merger, each of the Otis business and the Carrier business is no longer part of UTC and so is not included in the combination with Raytheon. As a result, the separation and the distributions are a condition to the completion of the merger. Although the merger is conditioned on the completion of the separation and the distributions, the Carrier distribution and the Otis distribution are not conditioned on the completion of the merger. Accordingly, the distributions may occur even if the merger agreement with Raytheon is terminated or the merger is otherwise not completed.
Q:Why am I receiving these materials?
A:You are receiving this joint proxy statement/prospectus to help you decide how to vote your shares of UTC common stock or Raytheon common stock with respect to the UTC share issuance proposal or the Raytheon merger proposal, respectively, and other matters to be considered at the special meetings.

The merger cannot be completed unless, among other things, (1) UTC shareowners approve the issuance of UTC common stock to Raytheon stockholders in connection with the merger at the UTC special meeting and (2) Raytheon stockholders adopt the merger agreement at the Raytheon special meeting.

This joint proxy statement/prospectus constitutes both a joint proxy statement of UTC and Raytheon and a prospectus of UTC. It is a joint proxy statement because each of the UTC Board and the Raytheon Board is soliciting proxies from its shareowners and stockholders, respectively. It is a prospectus because UTC will issue shares of its common stock in exchange for outstanding shares of Raytheon common stock in the merger. Information about the UTC special meeting, the Raytheon special meeting, the merger, the merger agreement and the other business to be considered by UTC shareowners at the UTC special meeting and Raytheon stockholders at the Raytheon special meeting is contained in this joint proxy statement/prospectus. UTC shareowners and Raytheon stockholders should read this information carefully and in its entirety. The enclosed voting materials allow UTC shareowners and Raytheon stockholders to vote their shares by proxy without attending the applicable special meeting in person.

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Q:What will the combined company be named?
A:UTC’s certificate of incorporation will be amended effective as of the completion of the merger to change the name of UTC to “Raytheon Technologies Corporation.” Following completion of the merger, the combined company common stock will trade on the NYSE under the symbol “RTX.”
Q:What will Raytheon stockholders receive in the merger?
A:If the merger is completed, each share of Raytheon common stock (other than excluded shares) will be converted into the merger consideration, which is the right to receive 2.3348 fully paid and nonassessable shares of UTC common stock, and, if applicable, cash in lieu of fractional shares. The merger consideration is described in more detail in “The Merger Agreement—Merger Consideration.”
Q:What will UTC shareowners receive in the merger?
A:UTC shareowners will not receive any merger consideration, and their shares of UTC common stock will remain outstanding and will constitute shares of the combined company. Following the merger, shares of UTC common stock will continue to be traded on the NYSE under the symbol “RTX.”
Q:What respective equity stakes will UTC shareowners and Raytheon stockholders hold in the combined company immediately following the merger?
A:As of the date of this joint proxy statement/prospectus, based on the current number of shares of UTC common stock and Raytheon common stock outstanding and reserved for issuance, we estimate that, immediately following completion of the merger, pre-merger holders of UTC common stock will own approximately 57% and former holders of Raytheon common stock will own approximately 43% of the common stock of the combined company. The exact equity stake of UTC shareowners and Raytheon stockholders in the combined company immediately following the merger will depend on the number of shares of UTC common stock and Raytheon common stock issued and outstanding immediately prior to the merger.
Q:Will the market value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?
A:Yes. Although the number of shares of UTC common stock that holders of Raytheon common stock will receive is fixed, the market value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the trading price of shares of UTC common stock. Any fluctuation in the trading price of shares of UTC common stock after the date of this joint proxy statement/prospectus will change the market value of the shares of UTC common stock that holders of Raytheon common stock will receive.

As a result of the distributions, we expect the market price of shares of UTC common stock to decline because the market price will no longer include the value of the Otis business or the Carrier business. We cannot predict the amount of this decline, as the market price of shares of UTC common stock may fluctuate based on the perceived values of the common stock of UTC, Otis SpinCo and Carrier SpinCo in anticipation of the distributions and the merger, and it may not be possible to estimate the market value of UTC common stock.

Q:Will I still be paid dividends prior to the completion of the merger?
A:Yes. UTC may declare and pay a regular quarterly cash dividend in an amount per share of up to $0.735 per quarter, with the amount of any dividend with a record date after the completion of the distributions and prior to the completion of the merger to be reduced to an amount that results in a payout ratio in respect of shares of common stock of UTC RemainCo equivalent to the payout ratio in respect of shares of UTC common stock for the dividend declared for the most recent quarter prior to the completion of the distributions.

Raytheon may declare and pay a regular quarterly cash dividend in an amount per share of up to $0.9425 per quarter.

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Each of Raytheon and UTC will coordinate with the other on the record and payment dates of its regular quarterly cash dividends so that holders of shares of Raytheon common stock do not (1) receive dividends on both shares of Raytheon common stock and UTC common stock received in the merger in respect of any calendar quarter or (2) fail to receive a dividend on either shares of Raytheon common stock or UTC common stock received in the merger in respect of any calendar quarter.

For more information regarding the payment of regular quarterly dividends, see the section entitled “The Merger Agreement—Covenants and Agreements—Dividends.”

In addition, on or prior to the date that is ten business days prior to the anticipated completion of the merger, UTC may, if it determines in good faith that (1) the applicable net indebtedness of UTC RemainCo as of immediately prior to the completion of the merger is reasonably expected to exceed the target indebtedness amount of $24.3 billion (with the amount of any such excess being referred to as the overage amount), and (2) the aggregate outstanding principal amount of total indebtedness for borrowed money of Otis SpinCo, Carrier SpinCo and their respective subsidiaries as of immediately following the completion of the Otis distribution (in the case of Otis SpinCo) and the Carrier distribution (in the case of Carrier SpinCo) would exceed $18.25 billion, notify Raytheon of the overage amount, referred to as the applicable net indebtedness notice.

In such event (1) Raytheon may, in its sole discretion, declare (with a record date prior to the completion of the merger) and pay to its stockholders a special cash distribution, referred to as the Raytheon special dividend, in an aggregate amount equal to the product of (a) a fraction, the numerator of which is 0.43 and the denominator of which is 0.57, and (b) the overage amount, and (2) whether or not Raytheon determines to pay the Raytheon special dividend, the target indebtedness amount will automatically increase by an amount equal to the overage amount. However, if the aggregate amount of the Raytheon special dividend would equal $250 million or less, UTC may, in its discretion, withdraw the applicable net indebtedness notice and no Raytheon special dividend would be payable (and, if UTC does not withdraw the applicable net indebtedness notice, then Raytheon may declare and pay a Raytheon special dividend in an aggregate amount equal to $250 million and the target indebtedness amount will automatically increase by $331 million).

UTC may not deliver an applicable net indebtedness notice if it would result in the aggregate amount of the Raytheon special dividend exceeding $2 billion, in which case no Raytheon special dividend would be payable.

For more information, see the section entitled “The Merger Agreement—The Separation and the Distributions.”

Q:When do UTC and Raytheon expect to complete the transaction?
A:UTC and Raytheon are working to complete the transaction as soon as practicable. We currently expect that the merger will be completed in the first half of 2020. Neither UTC nor Raytheon can predict, however, the actual date on which the merger will be completed because it is subject to conditions beyond each company’s control, including obtaining the necessary regulatory approvals.

See “The Merger Agreement—Conditions to the Merger.”

Q:What matters will be considered at each of the special meetings?
A:UTC shareowners are being asked to vote on the following proposals:
1.Approval of the UTC Share Issuance. To vote on a proposal to approve the issuance of UTC common stock, par value $1.00 per share, to Raytheon stockholders in connection with the merger agreement, referred to as the UTC share issuance proposal; and
2.Adjournment of the UTC Special Meeting. To vote on a proposal to approve the adjournment of the UTC special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the UTC special meeting to approve the UTC share issuance proposal, referred to as the UTC adjournment proposal.

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Raytheon stockholders are being asked to vote on the following proposals:

1.Adoption of the Merger Agreement. To vote on a proposal to adopt the merger agreement, which is further described in the section entitled “The Merger Agreement,” and a copy of which merger agreement is attached as Annex A to this joint proxy statement/prospectus, referred to as the Raytheon merger proposal;
2.Raytheon Merger-Related Compensation. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Raytheon’s named executive officers in connection with the merger contemplated by the merger agreement, referred to as the Raytheon merger-related compensation proposal; and
3.Adjournment of the Raytheon Special Meeting. To vote on a proposal to approve the adjournment of the Raytheon special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Raytheon special meeting to approve the Raytheon merger proposal, referred to as the Raytheon adjournment proposal.

Approval of the UTC share issuance proposal by UTC shareowners and approval of the Raytheon merger proposal by Raytheon stockholders are required for completion of the merger.

Q:Will I also vote on any proposals to specifically approve the separation and the distributions?
A:No. No vote of UTC shareowners or Raytheon stockholders is required to approve the separation and the distributions.
Q:What vote is required to approve each proposal at the UTC special meeting?
A:The UTC share issuance proposal: The affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote (in person or by proxy) at the UTC special meeting is required to approve the UTC share issuance proposal.

UTC adjournment proposal: The affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote (in person or by proxy) at the UTC special meeting is required to approve the UTC adjournment proposal.

Q:What vote is required to approve each proposal at the Raytheon special meeting?
A:The Raytheon merger proposal: The affirmative vote of the holders of a majority of the shares of Raytheon common stock outstanding and entitled to vote (in person or by proxy) at the Raytheon special meeting is required to approve the Raytheon merger proposal.

The Raytheon merger-related compensation proposal: The affirmative vote of the holders of a majority of the shares of Raytheon common stock represented (in person or by proxy) at the Raytheon special meeting and entitled to vote on the proposal, assuming a quorum, is required to approve the Raytheon merger-related compensation proposal.

The Raytheon adjournment proposal: The affirmative vote of a majority of the votes cast by holders of outstanding shares of Raytheon common stock entitled to vote (in person or by proxy) at the Raytheon special meeting is required to approve the Raytheon adjournment proposal.

Q:Why are Raytheon stockholders being asked to consider and vote on a proposal to approve, by advisory (non-binding) vote, the Raytheon merger-related executive compensation?
A:Under SEC rules, Raytheon is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the merger.
Q:What happens if the Raytheon merger-related compensation proposal is not approved?
A:Approval of the Raytheon merger-related compensation proposal is not a condition to completion of the merger, and because the vote on the Raytheon merger-related compensation proposal is advisory only, it will not be binding on Raytheon. Accordingly, if the merger is approved and the other conditions to closing are

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satisfied or waived, the merger will be completed even if the Raytheon merger-related compensation proposal is not approved. If the Raytheon merger proposal is approved and the UTC share issuance proposal is approved and the merger is completed, the Raytheon merger-related compensation will be payable to Raytheon’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the Raytheon merger-related compensation proposal.

Q:Do any of UTC’s or Raytheon’s directors or executive officers have interests in the merger that may differ from those of UTC shareowners or Raytheon stockholders?
A:Certain of UTC’s non-employee directors and executive officers. and Raytheon’s non-employee directors and executive officers, have certain interests in the merger that may be different from, or in addition to, the interests of UTC shareowners and Raytheon stockholders generally. The UTC Board was aware of the interests of UTC’s directors and executive officers, the Raytheon Board was aware of the interests of Raytheon’s directors and executive officers, and each board considered such interests, among other matters, when it approved the merger agreement and in making its recommendations to its shareowners and stockholders, respectively. For more information regarding these interests, see the sections entitled “The Merger—Interests of Certain of UTC’s Directors and Executive Officers in the Merger” and “The Merger—Interests of Raytheon’s Directors and Executive Officers in the Merger.”
Q:How many votes do I have?
A:Each UTC shareowner is entitled to one vote for each share of UTC common stock held of record as of the UTC record date and each Raytheon stockholder is entitled to one vote for each share of Raytheon common stock held of record as of the Raytheon record date.

As of the close of business on the UTC record date, there were [         ] shares of UTC common stock outstanding. As of the close of business on the Raytheon record date, there were [         ] shares of Raytheon common stock outstanding. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in street name.

Q:What constitutes a quorum for the UTC special meeting?
A:The holders of a majority of the outstanding shares of UTC common stock as of the UTC record date, present either in person or by proxy and entitled to vote, will constitute a quorum for the transaction of business at the UTC special meeting. Abstentions (which are described below) will count for the purpose of determining the presence of a quorum for the transaction of business at the UTC special meeting.
Q:What constitutes a quorum for the Raytheon special meeting?
A:The holders of a majority of the voting power of all outstanding shares of Raytheon common stock entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the Raytheon special meeting. Abstentions (which are described below) will count for the purpose of determining the presence of a quorum for the transaction of business at the Raytheon special meeting.
Q:How does the UTC Board recommend that UTC shareowners vote?
A:The UTC Board unanimously recommends that UTC shareowners vote: “FOR” the UTC share issuance proposal and “FOR” the UTC adjournment proposal.
Q:How does the Raytheon Board recommend that Raytheon stockholders vote?
A:The Raytheon Board unanimously recommends that Raytheon stockholders vote: “FOR” the Raytheon merger proposal, “FOR” the Raytheon merger-related compensation proposal and “FOR” the Raytheon adjournment proposal.
Q:Why did the UTC Board approve the merger agreement and the transactions contemplated by the merger agreement, including the merger?
A:For information regarding the UTC Board’s reasons for approving the merger agreement and the transactions contemplated by the merger agreement, including the merger, and recommending that UTC shareowners approve the UTC share issuance proposal, see the section entitled “The Merger—UTC Board’s Recommendation and Reasons for the Merger.”

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Q:Why did the Raytheon Board approve the merger agreement and the transactions contemplated by the merger agreement, including the merger?
A:For information regarding the Raytheon Board’s reasons for approving and recommending adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, see the section entitled “The Merger—Raytheon Board’s Recommendation and Reasons for the Merger.”
Q:What if I hold shares in both UTC and Raytheon?
A:If you hold shares of both UTC common stock and Raytheon common stock, you will receive two separate packages of proxy materials. A vote cast as a holder of UTC common stock will not count as a vote cast as a holder of Raytheon common stock, and a vote cast as a holder of Raytheon common stock will not count as a vote cast as a holder of UTC common stock. Therefore, please submit separate proxies for your shares of UTC common stock and your shares of Raytheon common stock.
Q:What do I need to do now?
A:After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the UTC special meeting or Raytheon special meeting, as applicable. Please follow the instructions set forth on the UTC proxy card or the Raytheon proxy card, as applicable, or on the voting instruction form provided by the record holder if your shares are held in the name of your bank, broker or other nominee.

If you are a Raytheon stockholder, please do not submit your stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your stock certificates in exchange for shares of UTC common stock from the exchange agent.

Q:Does my vote matter?
A:Yes. The merger cannot be completed unless the UTC share issuance proposal is approved by the affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote (in person or by proxy) at the UTC special meeting and the Raytheon merger proposal is approved by the affirmative vote of the holders of a majority of all the shares of Raytheon common stock outstanding and entitled to vote (in person or by proxy) at the Raytheon special meeting.
Q:How do I vote?
A:If you are a shareowner of record of UTC as of the UTC record date of [         ], 2019, you are entitled to receive notice of, and cast a vote at, the UTC special meeting. If you are a stockholder of record of Raytheon as of the Raytheon record date of [         ], 2019, you are entitled to receive notice of, and cast a vote at, the Raytheon special meeting. Each holder of UTC common stock is entitled to cast one vote on each matter properly brought before the UTC special meeting for each share of UTC common stock that such holder owned of record as of the UTC record date. Each holder of Raytheon common stock is entitled to cast one vote on each matter properly brought before the Raytheon special meeting for each share of Raytheon common stock that such holder owned of record as of the Raytheon record date. You may submit your proxy before the UTC special meeting or the Raytheon special meeting in one of the following ways:
Telephone voting—use the toll-free number shown on your proxy card;
Via the Internet—visit the website shown on your proxy card to vote via the Internet; or
Mail—complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a shareowner or stockholder of record, you may also cast your vote in person at the applicable special meeting.

If your shares are held in “street name,” through a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” shareowners or stockholders who wish to vote at the UTC special meeting or the Raytheon special meeting will need to obtain a “legal proxy” form from their bank, broker or other nominee.

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Q:How do I vote my shares of common stock held through a UTC employee savings plan or the Raytheon Savings and Investment Plan?
A:Shares Held in a UTC Employee Savings Plan. You can direct the voting of your proportionate interest in shares of UTC common stock held by the ESOP Fund and the Common Stock Fund under a UTC employee savings plan by returning a voting instruction card or by providing voting instructions by the Internet or by telephone. If you do not provide voting instructions (or if your instructions are incomplete or unclear) as to one or more of the matters to be voted on, the savings plan trustee will vote your proportionate interest in shares held by the ESOP Fund for the voting choice that receives the greatest number of votes based on voting instructions received from ESOP Fund participants. Similarly, the trustee will vote your uninstructed proportionate interest in shares held by the Common Stock Fund for the voting choice that receives the greatest number of votes based on voting instructions received from the Common Stock Fund participants. For shares of Common Stock held in the ESOP Fund that are not allocated to participant accounts, the trustee will make the voting choice that receives the greatest number of votes from those ESOP Fund participants who have submitted voting instructions.

Broadridge Financial Solutions, Inc., referred to as Broadridge, must receive your voting instructions by [         ] on [         ], 2019, so that it will have time to tabulate all voting instructions of participants and communicate those instructions to the trustee, who will vote the shares held by a UTC employee savings plan. Because the trustee is designated to vote on your behalf, you will not be able to vote your shares held in a UTC employee savings plan in person at the UTC special meeting.

Shares Held in the Raytheon Savings and Investment Plan. If shares of Raytheon common stock are allocated to your account under the Raytheon Savings and Investment Plan, such shares will be voted by the respective plan trustee as directed by you. You may direct the plan trustee on how to vote the shares allocated to your plan account by telephone, mail or via the Internet in accordance with instructions you will receive in the mail. In any case, your voting instructions must be received before [         ] on [         ].

If shares are allocated to your account under the Raytheon Savings and Investment Plan and your voting instructions are not received by this deadline, the shares allocated to your plan account will be voted in the same proportion to the shares held in the applicable plan for which directions were timely received.

Q:What is the difference between holding shares as a shareowner or stockholder of record and as a beneficial owner?
A:You are a “shareowner or stockholder of record” if your shares are registered directly in your name with UTC’s transfer agent, Computershare Trust Company, N.A., referred to as Computershare, or Raytheon’s transfer agent American Stock Transfer & Trust Company, LLC, referred to as AST, as applicable. As the shareowner or stockholder of record, you have the right to vote in person at the UTC special meeting or the Raytheon special meeting, as applicable. You may also vote by Internet, telephone or mail, as described in the notice and above under the heading “How do I vote?” You are deemed to beneficially own shares in “street name” if your shares are held by a bank, broker or other nominee. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. If you beneficially own your shares, you are invited to attend the UTC special meeting or Raytheon special meeting, as applicable; however, you may not vote your shares in person at the UTC special meeting or the Raytheon special meeting, as applicable, unless you obtain a “legal proxy” from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the UTC special meeting or the Raytheon special meeting, as applicable.
Q:If my shares are held in “street name” by a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?
A:If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to UTC or Raytheon, as applicable, or by voting in person at the UTC special meeting or Raytheon special meeting, as applicable, unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Your bank, broker or other nominee is obligated to provide you with a voting instruction card for you to use.

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Banks, brokers or other nominees who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at each of the UTC special meeting and the Raytheon special meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power.

If you are a beneficial owner of UTC shares and you do not instruct your bank, broker or other nominee on how to vote your shares:

your bank, broker or other nominee may not vote your shares on the UTC share issuance proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal; and
your bank, broker or other nominee may not vote your shares on the UTC adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal.

If you are a beneficial owner of Raytheon shares and you do not instruct your bank, broker or other nominee on how to vote your shares:

your bank, broker or other nominee may not vote your shares on the Raytheon merger proposal, which broker non-votes, if any, will have the same effect as a vote “AGAINST” such proposal;
your bank, broker or other nominee may not vote your shares on the Raytheon merger-related compensation proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal; and
your bank, broker or other nominee may not vote your shares on the Raytheon adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal.
Q:May I attend the UTC special meeting or the Raytheon special meeting in person?
A:You or your authorized proxy may attend the UTC special meeting in person if you were a registered or beneficial shareowner of UTC common stock or if you owned shares through an employee savings plan as of the UTC record date.

You or your authorized proxy may attend the Raytheon special meeting in person if you were a registered or beneficial stockholder of Raytheon common stock or if you owned shares through an employee savings plan as of the Raytheon record date.

Q:When and where will each of the UTC special meeting and Raytheon special meeting take place? What must I bring to attend the UTC special meeting or the Raytheon special meeting?
A:The UTC special meeting will be held at [         ] on [         ], 2019 at [         ]. You will need to obtain an admission ticket in advance to attend the UTC special meeting. To do so, please make your request by mail to Office of the Corporate Secretary, 10 Farm Springs Road, Farmington, CT 06032, email at corpsec@corphq.utc.com or by phone at (860) 728-7870. UTC’s Corporate Secretary must receive your request for an admission ticket on or before [         ], 2019. Seating will be limited and requests for tickets will be processed in the order in which they are received.

If you own shares in street name through an account with a bank, broker or other nominee, then send proof of your UTC share ownership as of the UTC record date (for example, a brokerage firm account statement or a “legal proxy” from your intermediary) along with your ticket request. If you are not sure what proof to send, check with your intermediary.

If your shares are registered in your name with UTC’s stock registrar and transfer agent, Computershare, or if you own shares through a UTC employee savings plan, no proof of ownership is required because UTC can verify your ownership.

For security reasons, be prepared to show a form of government-issued photo identification when presenting your ticket for admission to the UTC special meeting. If you forget to bring your ticket, you will be

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admitted only if you provide photo identification. If you do not request a ticket in advance, you will be admitted only if space is available and you provide photo identification and satisfactory evidence that you were a shareowner of UTC common stock as of the UTC record date. If you need special assistance at the UTC special meeting because of a disability, please contact UTC’s Corporate Secretary’s Office.

The Raytheon special meeting will be held at [         ] on [         ], 2019 at [         ]. Subject to space availability, all Raytheon stockholders as of the Raytheon record date, or their duly appointed proxies, may attend the Raytheon special meeting. If you received your special meeting materials electronically and wish to attend the Raytheon special meeting, please follow the instructions provided for attendance. If you need special assistance at the Raytheon special meeting because of a disability, please contact Raytheon’s Corporate Secretary’s Office.

If you hold shares in your name on the Raytheon record date and wish to attend the Raytheon special meeting, because of security procedures, you will need to obtain an admission ticket in advance. In addition to obtaining an admission ticket in advance, you will be required to provide valid government-issued photo identification (e.g., a driver’s license or a passport) to be admitted to the Raytheon special meeting. Admission tickets will be available to both registered and beneficial owners of Raytheon common stock. You may apply for an admission ticket by mail to Office of the Corporate Secretary, 870 Winter Street, Waltham, Massachusetts 02451. Ticket requests will not be accepted by phone or email. Raytheon’s Corporate Secretary must receive your request for an admission ticket on or before [         ], 2019. If you are a beneficial owner of Raytheon common stock and hold your shares through a bank, broker or other nominee and you plan to attend the Raytheon special meeting in person, in addition to following the procedures described above, you will also need to provide proof of beneficial ownership at the Raytheon record date to obtain your admission ticket for the Raytheon special meeting. A brokerage statement or account letter from a bank or broker are examples of proof of beneficial ownership. If you wish to vote your Raytheon common stock held in “street name” in person at the Raytheon special meeting, you will have to obtain a written legal proxy in your name from the bank, broker or other nominee holder of record that holds your shares. Raytheon stockholders may contact Raytheon’s Investor Relations Department at (781) 522-5123 or D.F. King & Co., Inc. at (866) 416-0576 (toll-free), (212) 269-5550 (collect) or RTN@dfking.com to obtain directions to the location of the Raytheon special meeting. Please note that seating will be limited and requests for admission tickets will be accepted on a first-come, first-served basis.

Q:What if I fail to vote or abstain?
A:For purposes of the UTC special meeting, an abstention occurs when a UTC shareowner attends the UTC special meeting in person and does not vote or returns a proxy with an “abstain” instruction.

UTC share issuance proposal: An abstention will have the same effect as a vote cast “AGAINST” the UTC share issuance proposal. If a UTC shareowner is not present in person at the UTC special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

UTC adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the UTC adjournment proposal. If a UTC shareowner is not present in person at the UTC special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

For purposes of the Raytheon special meeting, an abstention occurs when a Raytheon stockholder attends the Raytheon special meeting in person and does not vote or returns a proxy with an “abstain” instruction.

Raytheon merger proposal: An abstention will have the same effect as a vote cast “AGAINST” the Raytheon merger proposal. If a Raytheon stockholder is not present in person at the Raytheon special meeting and does not respond by proxy, it will have the same effect of a vote cast “AGAINST” such proposal.

Raytheon merger-related compensation proposal: An abstention will have the same effect as a vote cast “AGAINST” the Raytheon merger-related compensation proposal. If a Raytheon stockholder is not present in person at the Raytheon special meeting and does not respond by proxy, it will have no effect on the outcome of the merger-related compensation proposal.

Raytheon adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the Raytheon adjournment proposal. If a Raytheon stockholder is not present in person at the Raytheon special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

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Q:What will happen if I return my proxy or voting instruction card without indicating how to vote?
A:If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the UTC Board or the Raytheon Board, as applicable, with respect to that proposal. However, please see above if you do not provide voting instructions (or if your instructions are incomplete or unclear) with regard to the voting of your proportionate interest in shares of UTC common stock held by the ESOP Fund and the Common Stock Fund under a UTC employee savings plan.
Q:May I change or revoke my vote after I have delivered my proxy or voting instruction card?
A:Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the UTC special meeting or the Raytheon special meeting, as applicable, as described herein. You may do this in one of the following four ways:
by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case, if you are eligible to do so;
by sending a notice of revocation to the corporate secretary of UTC or Raytheon, as applicable;
by sending a completed proxy card bearing a later date than your original proxy card; or
by attending the UTC special meeting or the Raytheon special meeting, as applicable, and voting in person.

If you choose any of the first three methods, you must take the described action no later than the beginning of the UTC special meeting or the Raytheon special meeting, as applicable.

If your shares are held in an account at a bank, broker or other nominee or through a UTC employee savings plan or the Raytheon Savings and Investment Plan and you have delivered your voting instruction card or otherwise given instruction on how to vote your shares to your bank, broker or other nominee or your applicable plan administrator, you should contact your bank, broker or other nominee or your applicable plan administrator to change your vote.

Q:What are the material U.S. federal income tax consequences of the merger?
A:It is a condition to each party’s obligation to complete the merger that each of UTC and Raytheon receive an opinion of its respective outside counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the merger will not cause Section 355(e) of the Code to apply to either the Otis distribution or the Carrier distribution. Accordingly, it is expected that U.S. holders of shares of Raytheon common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of UTC common stock in exchange for Raytheon common stock in the merger (other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of UTC common stock) and that the merger will not cause the distributions to become taxable to UTC.

In certain circumstances, holders of Raytheon common stock may receive the Raytheon special dividend prior to the completion of the merger, as described in the section entitled “The Merger Agreement—The Separation and the Distributions.” The U.S. federal income tax treatment of any Raytheon special dividend is not entirely clear under current law. Absent further clarification by the IRS, Raytheon intends to report any Raytheon special dividend for U.S. federal income tax purposes as a dividend to the extent paid out of Raytheon’s current or accumulated earnings and profits. It is possible that the IRS could seek to treat any Raytheon special dividend as part of the merger consideration paid by UTC to Raytheon stockholders.

Raytheon stockholders should consult their own tax advisors as to the particular consequences of the merger and any Raytheon special dividend to them, including the applicability and effect of any U.S. federal, state and local tax laws, as well as foreign tax laws. For more information regarding the material U.S. federal income tax consequences of the merger, see “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

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Q:Where can I find the voting results of the UTC special meeting and the Raytheon special meeting?
A:The preliminary voting results will be announced at each of the UTC special meeting and the Raytheon special meeting. In addition, within four business days following certification of the final voting results, each of UTC and Raytheon intends to file the final voting results with the SEC on a Current Report on Form 8-K.
Q:Are holders of UTC common stock entitled to appraisal rights?
A:No. Holders of UTC common stock are not entitled to appraisal rights under the DGCL. For more information, see the section entitled “The Merger—No Appraisal Rights in the Merger.”
Q:Are holders of Raytheon common stock entitled to appraisal rights?
A:No. Holders of Raytheon common stock are not entitled to appraisal rights under the DGCL. For more information, see the section entitled “The Merger—No Appraisal Rights in the Merger.”
Q:What happens if I sell my shares of UTC common stock after the UTC record date but before the UTC special meeting?
A:The UTC record date for the UTC special meeting (the close of business on [         ]) is earlier than the date of the UTC special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of UTC common stock after the UTC record date but before the date of the UTC special meeting, you will retain your right to vote at the UTC special meeting.
Q:What happens if I sell my shares of Raytheon common stock after the Raytheon record date but before the Raytheon special meeting?
A:The Raytheon record date for the Raytheon special meeting (the close of business on [         ]) is earlier than the date of the Raytheon special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Raytheon common stock after the Raytheon record date but before the date of the Raytheon special meeting, you will retain your right to vote at the Raytheon special meeting. However, you will not have the right to receive the merger consideration to be received by Raytheon stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.
Q:Are there any risks that I should consider in deciding whether to vote in favor of the UTC share issuance proposal or the Raytheon merger proposal, or the other proposals to be considered at the UTC special meeting or the Raytheon special meeting, as applicable?
A:Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 40. You also should read and carefully consider the risk factors of UTC and Raytheon contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.
Q:What are the conditions to completion of the merger?
A:In addition to the approval of the UTC share issuance proposal by UTC shareowners and of the Raytheon merger proposal by Raytheon stockholders as described above, completion of the merger is subject to the satisfaction or (to the extent permitted by law) waiver of a number of other conditions, including:
the expiration or termination of the applicable waiting period under the HSR Act;
the receipt of other required regulatory approvals or clearances under the competition laws of the European Union, Australia, Canada, Common Market for Eastern and Southern Africa, Israel, Japan, Republic of Korea, Taiwan and Turkey, and under the foreign investment laws of Australia, France and Germany;
the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part and the effectiveness of the registration statements filed with the SEC in connection with each of the distributions;

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approval of the listing on the NYSE of the UTC common stock forming part of the merger consideration and approvals for listing of the shares of common stock to be distributed in each of the Carrier distribution and the Otis distribution on the applicable securities exchange(s);
the absence of an injunction or law prohibiting the separation, either of the distributions or the merger;
receipt by UTC of (1) the IRS ruling and (2) an opinion of outside counsel regarding the qualification of certain elements of each of the Carrier distribution and the Otis distribution under Section 355 of the Code;
receipt by each of UTC and Raytheon of an opinion of its respective outside counsel to the effect that (1) the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (2) the merger will not cause Section 355(e) of the Code to apply to either the Otis distribution or the Carrier distribution;
receipt by UTC of solvency opinions relating to the distributions;
the accuracy of the representations and warranties of UTC or Raytheon, as applicable, made in the merger agreement (subject to the materiality standards set forth in the merger agreement);
the performance by UTC or Raytheon, as applicable, of its covenants and obligations under the merger agreement in all material respects, and, with respect to UTC, compliance in all respects with the covenant that the applicable net indebtedness of UTC RemainCo as of immediately prior to the completion of the merger will not exceed $24.3 billion (subject to adjustment as described in this joint proxy statement/prospectus); and
delivery of an officer certificate by the other party certifying satisfaction of the conditions described in the preceding two bullet points.

In addition, the completion of the merger is subject to the prior completion of the separation and the distributions.

The merger agreement provides that (subject to the right of UTC to complete the separation and the distributions earlier in UTC’s discretion) the separation and each of the Otis distribution and the Carrier distribution will be completed as promptly as reasonably practicable (taking into account the requirements of applicable law and the rules and regulations of the NYSE), but in any event on or before the fourth business day before July 1, 2020 (subject to extension as described in the section entitled “The Merger Agreement—The Separation and the Distributions”), after (1) the satisfaction or waiver of all of the conditions to UTC’s obligation under the merger agreement to complete the separation, the distributions and the merger and (2) receipt by UTC from Raytheon of (a) written confirmation that each of the conditions to Raytheon’s obligation under the merger agreement to complete the merger have been satisfied or waived and Raytheon stands ready, willing and able to close the merger and (b) an executed officer’s certificate certifying Raytheon’s compliance with its representations, warranties and obligations under the merger agreement.

Q:Whom should I contact if I have any questions about the proxy materials or voting?
A: If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed UTC proxy card or Raytheon proxy card, as applicable, you should contact Georgeson LLC, the proxy solicitation agent for UTC, at (888) 549-6618 (toll-free), (781) 575-2137 (collect) or UTXProxy@georgeson.com or D.F. King & Co., Inc., the proxy solicitation agent for Raytheon, at (866) 416-0576 (toll-free), (212) 269-5550 (collect) or RTN@dfking.com, as applicable.

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SUMMARY

This summary highlights selected information contained in this joint proxy statement/prospectus and does not contain all the information that may be important to you. UTC and Raytheon urge you to read carefully this joint proxy statement/prospectus in its entirety, including the annexes. Additional, important information, which UTC and Raytheon also urge you to read, is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

The Parties (page 51)

United Technologies Corporation

UTC provides high technology products and services to the building systems and aerospace industries worldwide. UTC conducts its business through four principal segments: Otis, Carrier, Pratt & Whitney and Collins Aerospace. Each segment groups similar operating companies, and the management organization of each segment has general operating autonomy over a range of products and services. Otis and Carrier serve customers in the commercial, government, infrastructure and residential property sectors and refrigeration and transport sectors worldwide. Pratt & Whitney and Collins Aerospace – the UTC aerospace businesses – primarily serve commercial and government customers in both the original equipment and aftermarket parts and services markets of the aerospace industry. The principal products and services of each segment are as follows:

Pratt & Whitney—Pratt & Whitney supplies aircraft engines for the commercial, military, business jet and general aviation markets. Pratt & Whitney provides fleet management services and aftermarket maintenance, repair and overhaul services. Pratt & Whitney designs, develops, produces and maintains families of large engines for wide- and narrow-body and large regional aircraft in the commercial market and for fighter, bomber, tanker and transport aircraft in the military market. Pratt & Whitney’s products are sold principally to aircraft manufacturers, airlines and other aircraft operators, aircraft leasing companies and the U.S. and foreign governments.
Collins Aerospace—Collins Aerospace is a global provider of technologically advanced aerospace products and aftermarket service solutions for aircraft manufacturers, airlines, regional, business and general aviation markets, military, space and undersea operations. Collins Aerospace sells aerospace products and services to aircraft manufacturers, airlines and other aircraft operators, the U.S. and foreign governments, maintenance, repair and overhaul providers, and independent distributors.
Otis—Otis is an elevator and escalator manufacturing, installation and service company and designs, manufactures, sells and installs passenger and freight elevators as well as escalators and moving walkways. In addition to new equipment, Otis provides modernization products to upgrade elevators and escalators as well as maintenance and repair services for both its products and those of other manufacturers. Otis serves customers in the commercial, residential and infrastructure property sectors around the world.
Carrier—Carrier is a provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire, security and building automation products, solutions and services for commercial, government, infrastructure, and residential property applications and refrigeration and transportation applications. Carrier provides a wide range of building systems, including cooling, heating, ventilation, refrigeration, fire, flame, gas, and smoke detection, portable fire extinguishers, fire suppression, intruder alarms, access control systems, video surveillance, and building control systems. Carrier also provides a broad array of related building services, including audit, design, installation, system integration, repair, maintenance, and monitoring services. Carrier also provides refrigeration and monitoring products and solutions to the transport industry. Carrier sells its HVAC and refrigeration products and solutions either directly, including to building contractors and owners, transportation companies, retail stores and food service companies, or indirectly through joint ventures, independent sales representatives, distributors, wholesalers, dealers, and retail outlets. Carrier’s security and fire safety products and services are used by governments, financial institutions, architects, building owners and developers, security, and fire consultants, homeowners, and other end-users requiring a high level of security and fire protection for their businesses and residences.

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For 2018, UTC’s commercial and industrial sales (generated principally by the Otis business and the Carrier business) were approximately 47% of its consolidated sales, and its commercial aerospace sales and military aerospace sales (generated exclusively by the UTC aerospace businesses) were approximately 39% and 14%, respectively, of its consolidated sales.

On November 26, 2018, UTC announced its intention to separate the Otis business and the Carrier business from the UTC aerospace businesses. The separation will occur through the Otis distribution and the Carrier distribution. UTC will complete the separation and the distributions prior to the completion of the merger. As a result, following the completion of the separation and the distributions, UTC will be comprised of the UTC aerospace businesses, which will then combine with Raytheon in the merger.

UTC’s principal executive offices are located at 10 Farm Springs Road, Farmington, Connecticut 06032, and its telephone number is (860) 728-7000. UTC’s website address is www.utc.com. Information contained on UTC’s website does not constitute part of this joint proxy statement/prospectus. UTC’s stock is publicly traded on the NYSE, under the ticker symbol “UTX.” Additional information about UTC is included in documents incorporated by reference in this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

Raytheon Company

Raytheon, together with its subsidiaries, is a technology and innovation leader specializing in defense and other government markets throughout the world. Raytheon develops technologically advanced and integrated products, services and solutions in its core markets: integrated air and missile defense; electronic warfare; command, control, communications, computers, cyber, intelligence, surveillance and reconnaissance; space systems; effects; and cyber. Raytheon serves both domestic and international customers primarily as a prime contractor or subcontractor on a broad portfolio of defense and related programs for government customers.

For 2018, Raytheon’s sales to the U.S. government (excluding foreign military sales through the U.S. government) were approximately 68% of its total net sales and its foreign military sales through the U.S. government were approximately 13% of its total net sales.

Raytheon was founded in 1922 and is incorporated in the state of Delaware and its principal executive offices are located at 870 Winter Street, Waltham, Massachusetts 02451 and its telephone number is (781) 522-3000. Raytheon’s website address is www.raytheon.com. Information contained on Raytheon’s website does not constitute part of this joint proxy statement/prospectus. Raytheon’s stock is publicly traded on the NYSE, under the ticker symbol “RTN.” Additional information about Raytheon is included in documents incorporated by reference in this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

Light Merger Sub Corp.

Light Merger Sub Corp., a wholly owned subsidiary of UTC, is a Delaware corporation incorporated on June 5, 2019 for the purpose of effecting the merger. Light Merger Sub Corp. has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Light Merger Sub Corp. are located at 10 Farm Springs Road, Farmington, Connecticut 06032, and its telephone number is (860) 728-7000.

The Transaction (page 53)

The terms and conditions of the merger are contained in the merger agreement, a copy of which merger agreement is attached as Annex A to this joint proxy statement/prospectus. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.

On June 9, 2019, UTC, Merger Sub and Raytheon entered into the merger agreement, which provides that, subject to the terms and conditions of the merger agreement and in accordance with the DGCL, Merger Sub will merge with and into Raytheon, with Raytheon continuing as the surviving corporation and a wholly owned subsidiary of UTC. Subject to the terms and conditions of the merger agreement, prior to the completion of the merger, UTC will complete the separation and the distributions. As a result, following the completion of the separation and the distributions, UTC will be comprised of the UTC aerospace businesses, which will then

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combine with Raytheon in a merger of equals transaction. UTC’s certificate of incorporation will be amended effective as of the completion of the merger to change the name of the combined company to “Raytheon Technologies Corporation.”

Merger Consideration (page 137)

At the completion of the merger, each share of Raytheon common stock that is issued and outstanding immediately prior to the completion of the merger (other than excluded shares) will be converted into the right to receive 2.3348 fully paid and nonassessable shares of UTC common stock, and, if applicable, cash in lieu of fractional shares. The market value of UTC common stock at the time of completion of the merger could be greater than, less than or the same as the market value of UTC common stock on the date of this joint proxy statement/prospectus. In fact, we expect the market price of shares of UTC common stock to decline upon completion of the distributions of Otis SpinCo and Carrier SpinCo because the market price will no longer include the value of the Otis business or the Carrier business. We cannot predict the amount of this decline, as the market price of shares of UTC common stock may fluctuate based on the perceived values of the common stock of UTC, Otis SpinCo and Carrier SpinCo in anticipation of the distributions and the merger, and it may not be possible to estimate the market value of UTC common stock. We urge you to obtain current market quotations for the shares of common stock of UTC and Raytheon.

For more details on the exchange ratio, see “The Merger Agreement—Merger Consideration.”

Treatment of Raytheon Equity Awards (page 139)

Raytheon Restricted Stock Awards

Upon completion of the merger, each outstanding Raytheon restricted stock award that becomes vested at the completion of the merger pursuant to its terms will be converted into the right to receive the merger consideration, less applicable tax withholdings. At the completion of the merger, each other outstanding Raytheon restricted stock award will be converted into a restricted stock award of UTC on the same terms and conditions that applied to such Raytheon restricted stock award immediately prior to the completion of the merger (including immediate vesting upon an involuntary termination of employment within two years of the change in control), relating to a number of shares of UTC common stock equal to the product, rounded down to the nearest whole number of shares, of (1) the number of shares of Raytheon common stock subject to such Raytheon restricted stock award and (2) the exchange ratio.

Raytheon RSU Awards

Upon completion of the merger, each outstanding Raytheon RSU award that becomes vested at the completion of the merger pursuant to its terms will be converted into the right to receive the merger consideration, less applicable tax withholdings. At the completion of the merger, each other outstanding Raytheon RSU award will be converted into an RSU award of UTC on the same terms and conditions that applied to such Raytheon RSU award immediately prior to the completion of the merger (including immediate vesting upon an involuntary termination of employment within two years of the change in control), relating to a number of shares of UTC common stock equal to the product, rounded down to the nearest whole number of shares, of (1) the number of shares of Raytheon common stock subject to such Raytheon RSU award and (2) the exchange ratio.

Raytheon PSU Awards

Upon completion of the merger, each outstanding Raytheon PSU award will be converted into an RSU award of UTC on the same terms and conditions that applied to such Raytheon PSU award immediately prior to the completion of the merger (other than performance-based vesting conditions and including immediate vesting upon an involuntary termination of employment within two years of the change in control), relating to a number of shares of UTC common stock equal to the product, rounded down to the nearest whole number of shares, of (1) the number of shares of Raytheon common stock subject to such outstanding Raytheon PSU award (with such number of shares generally determined by deeming the applicable performance condition to be achieved at, (a) with respect to the relative total stockholder return performance metric, actual performance through the last business day preceding the closing date and (b) with respect to the return on invested capital and cumulative free cash flow performance metrics, actual performance for all completed calendar years in the relevant performance cycle and assumed performance at target for each remaining calendar year of the performance cycle) and (2) the exchange ratio.

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For additional information with respect to treatment of Raytheon equity awards, please see “The Merger Agreement—Treatment of Raytheon Equity Awards.”

Recommendation of the UTC Board (page 63)

After careful consideration of various factors described in “The Merger—UTC Board’s Recommendation and Reasons for the Merger,” the UTC Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger, certain governance arrangements, the separation, the distributions and the UTC share issuance) are advisable and fair to and in the best interests of UTC and its shareowners, and the UTC Board unanimously recommends that holders of UTC common stock vote:

“FOR” the UTC share issuance proposal; and
“FOR” the UTC adjournment proposal.

Recommendation of the Raytheon Board (page 70)

After careful consideration of various factors described in “The Merger—Raytheon Board’s Recommendations and Reasons for the Merger,” the Raytheon Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are fair to and in the best interests of Raytheon and its stockholders, and the Raytheon Board unanimously recommends that holders of Raytheon common stock vote:

“FOR” the Raytheon merger proposal;
“FOR” the Raytheon merger-related compensation proposal; and
“FOR” the Raytheon adjournment proposal, if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Raytheon special meeting or any adjournment thereof.

Opinions of UTC’s Financial Advisors (page 74)

Opinion of Morgan Stanley

UTC retained Morgan Stanley as its financial advisor in connection with the merger contemplated by the merger agreement. Morgan Stanley delivered its oral opinion to the UTC Board on June 9, 2019, which opinion was subsequently confirmed in a written opinion dated June 9, 2019, that, as of the date of such opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in such written opinion, the exchange ratio pursuant to the merger agreement (which, for the avoidance of doubt, contemplates the consummation of the separation and the distributions prior to the consummation of the merger) was fair from a financial point of view to UTC.

The full text of Morgan Stanley’s written opinion, dated June 9, 2019, which sets forth assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety. UTC shareowners should read Morgan Stanley’s opinion carefully and in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was rendered to the UTC Board, in its capacity as such, and addressed only the fairness from a financial point of view to UTC of the exchange ratio pursuant to the merger agreement (which, for the avoidance of doubt, contemplates the consummation of the separation and the distributions prior to the consummation of the merger) as of the date of such opinion. Morgan Stanley did not express any view on, and the Morgan Stanley opinion did not address, any other term or aspect of the merger agreement or the merger or the separation and the distributions or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection therewith. Morgan Stanley’s opinion did not in any manner address the prices at which UTC common stock would trade following the consummation of the separation and the

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distributions or of the merger or at any time, and Morgan Stanley expressed no opinion or recommendation as to how any holder of shares of UTC common stock or Raytheon common stock should vote at the UTC special meeting or the Raytheon special meeting, respectively, or act on any matter, in connection with the merger.

For additional information, see Annex C and the section entitled “The Merger—Opinions of UTC’s Financial Advisors—Opinion of Morgan Stanley.”

Opinion of Evercore

UTC also retained Evercore to act as financial advisor to UTC and the UTC Board and to provide strategic and financial advice and assistance in connection with the merger. As part of this engagement, UTC requested that Evercore evaluate the fairness, from a financial point of view, to UTC of the exchange ratio pursuant to the merger agreement. At a meeting of the UTC Board held on June 9, 2019, Evercore rendered to the UTC Board its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to UTC.

The full text of the written opinion of Evercore, dated June 9, 2019, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. UTC encourages you to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the UTC Board (in its capacity as such) in connection with its evaluation of the proposed merger. The opinion does not constitute a recommendation to the UTC Board or to any other persons in respect of the merger, including as to how any shareowner of UTC should vote or act in respect of the UTC share issuance proposal or any other matter. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to UTC, nor does it address the underlying business decision of UTC to engage in the merger.

For additional information, see Annex D and the section entitled “The Merger—Opinions of UTC’s Financial Advisors—Opinion of Evercore.”

Opinions of Raytheon’s Financial Advisors (page 96)

Opinion of Citigroup Global Markets Inc.

Raytheon retained Citigroup as its financial advisor in connection with the merger. In connection with this engagement, Raytheon requested Citigroup to evaluate the fairness, from a financial point of view, of the exchange ratio to the holders of Raytheon common stock. On June 8, 2019, Citigroup rendered its oral opinion, which was subsequently confirmed in writing on June 9, 2019, to the Raytheon Board to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citigroup as set forth in its written opinion, the exchange ratio was fair, from a financial point of view, to the holders of Raytheon common stock.

The full text of Citigroup’s written opinion, dated June 9, 2019, which describes the assumptions made, procedures followed, matters considered and qualifications on the review undertaken, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by reference. The description of Citigroup’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Citigroup’s opinion. You are urged to read the opinion in its entirety. Citigroup’s opinion was provided for the information of the Raytheon Board (in its capacity as such) in connection with its evaluation of the exchange ratio from a financial point of view and did not address any other aspects or implications of the merger. Citigroup’s opinion does not address the underlying business decision of Raytheon to effect the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for Raytheon or the effect of any other transaction in which Raytheon may engage. Citigroup’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the merger or otherwise.

Opinion of RBC Capital Markets, LLC

Raytheon also engaged RBC Capital Markets to provide certain financial advisory services to the Raytheon Board in connection with the merger. As part of this engagement, RBC Capital Markets delivered an opinion,

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dated June 8, 2019, to the Raytheon Board as to the fairness, from a financial point of view and as of such date, to holders of Raytheon common stock of the exchange ratio provided for pursuant to the merger agreement. The full text of RBC Capital Markets’ written opinion, dated June 8, 2019, is attached as Annex F to this joint proxy statement/prospectus and sets forth, among other things, the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken by RBC Capital Markets in connection with its opinion. RBC Capital Markets delivered its opinion to the Raytheon Board for the benefit, information and assistance of the Raytheon Board (in its capacity as such) in connection with its evaluation of the merger. RBC Capital Markets’ opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the exchange ratio (to the extent expressly specified in such opinion) and did not address any other aspect of the merger. RBC Capital Markets’ opinion also did not address the underlying business decision of Raytheon to engage in the merger or the relative merits of the merger compared to any alternative business strategy or transaction that may be available to Raytheon or in which Raytheon might engage. RBC Capital Markets did not express any opinion and does not make any recommendation to any securityholder as to how such securityholder should vote or act with respect to the merger or any proposal to be voted upon in connection with the merger or otherwise.

Interests of Certain of UTC’s Directors and Executive Officers in the Merger (page 119)

Certain of UTC’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of shareowners of UTC generally. The members of the UTC Board were aware of, and considered, these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the shareowners of UTC approve the UTC share issuance proposal. Additional interests of the directors and executive officers of UTC in the merger include the payment of certain severance and other benefits upon a qualifying termination of employment following the completion of the merger, the designation of Gregory J. Hayes, Chairman and Chief Executive Officer of UTC, as the Chief Executive Officer of the combined company pursuant to the terms of an employment agreement with UTC that will become effective upon completion of the merger and that, at the completion of the merger, the board of directors of the combined company will consist of 15 directors, including eight UTC designees. UTC’s shareowners should take these interests into account in deciding whether to vote “FOR” the UTC share issuance proposal.

See the section entitled “The Merger—Interests of Certain of UTC’s Directors and Executive Officers in the Merger” for a more detailed description of these interests.

Interests of Raytheon’s Directors and Executive Officers in the Merger (page 123)

The directors and executive officers of Raytheon have interests in the merger that are different from, or in addition to, the interests of stockholders of Raytheon generally. The members of the Raytheon Board were aware of, and considered, these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the stockholders of Raytheon adopt the merger agreement. Additional interests of the directors and executive officers of Raytheon in the merger include the treatment of Raytheon restricted stock awards, Raytheon RSU awards, and Raytheon PSU awards held by non-employee directors and/or executive officers, as applicable, in accordance with the merger agreement, the payment of certain severance and other benefits to the executive officers of Raytheon upon a qualifying termination of employment following the completion of the merger, the designation of Thomas A. Kennedy, Chairman and Chief Executive Officer of Raytheon, as the Executive Chairman of the combined company pursuant to the terms of an employment agreement with UTC that will become effective upon completion of the merger, that, at the completion of the merger, the board of directors of the combined company will consist of 15 directors, including seven Raytheon designees, and the continued provision of indemnification and insurance coverage for current and former directors and executive officers of Raytheon in accordance with the merger agreement. Raytheon’s stockholders should take these interests into account in deciding whether to vote “FOR” the Raytheon merger proposal.

See the sections entitled “The Merger—Interests of Raytheon’s Directors and Executive Officers in the Merger” and “The Merger Agreement—Covenants and Agreements—Indemnification, Exculpation and Insurance” for a more detailed description of these interests.

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Information about the UTC Special Meeting (page 162)

Time, Place and Purpose of the UTC Special Meeting

The UTC special meeting to consider and vote upon the UTC share issuance proposal and related matters will be held at [       ] on [       ], 2019 at [       ].

At the UTC special meeting, UTC shareowners will be asked to consider and vote upon (1) the UTC share issuance proposal and (2) the UTC adjournment proposal.

UTC Record Date and Quorum

You are entitled to receive notice of, and to vote at, the UTC special meeting if you are an owner of record of shares of UTC common stock as of the close of business on [       ], the UTC record date. On the UTC record date, there were [       ] shares of UTC common stock outstanding and entitled to vote, including a total of [       ] shares held in a UTC employee savings plan. UTC shareowners will have one vote on all matters properly coming before the UTC special meeting for each share of UTC common stock owned by such shareowners on the UTC record date.

The UTC by-laws provide that the holders of a majority of the outstanding shares of UTC common stock as of the UTC record date, present either in person or by proxy and entitled to vote, will constitute a quorum for the transaction of business at the UTC special meeting.

Vote Required

The UTC share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote (in person or by proxy) at the UTC special meeting. If a UTC shareowner present in person at the UTC special meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” such proposal. If a UTC shareowner is not present in person at the UTC special meeting and does not respond by proxy or does not provide his, her or its bank, broker or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

The UTC adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote (in person or by proxy) at the UTC special meeting. If a UTC shareowner present in person at the UTC special meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” such proposal. If a UTC shareowner is not present in person at the UTC special meeting and does not respond by proxy or does not provide his, her or its bank, broker or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

Proxies and Revocations

Any UTC shareowner of record entitled to vote at the UTC special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed UTC proxy card in the accompanying prepaid reply envelope or may vote in person by appearing at the UTC special meeting. If your shares of UTC common stock are held in “street name” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how to vote your shares of UTC common stock using the instructions provided by your bank, broker or other nominee. If your shares of common stock are held through a UTC employee savings plan, you should instruct your plan trustee on how to vote your shares of common stock using the instructions provided by your trustee.

If you are a record holder, you may change or revoke your vote before your proxy is voted at the UTC special meeting as described herein. You may do this in one of the following four ways: (1) by logging onto the Internet website specified on your UTC proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your UTC proxy card, in each case, if you are eligible to do so; (2) by sending a notice of revocation to the corporate secretary of UTC; (3) by sending a completed UTC proxy card bearing a later date than your original UTC proxy card; or (4) by attending the UTC special meeting and voting in person. If you choose any of the first three methods, you must take the described action no later than the beginning of the UTC special meeting.

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Information about the Raytheon Special Meeting (page 168)

Time, Place and Purpose of the Raytheon Special Meeting

The Raytheon special meeting to consider and vote upon the Raytheon merger proposal and related matters, will be held at [       ] on [       ], 2019 at [       ].

At the Raytheon special meeting, the Raytheon stockholders will be asked to consider and vote upon (1) the Raytheon merger proposal, (2) the Raytheon merger-related compensation proposal and (3) the Raytheon adjournment proposal.

Raytheon Record Date and Quorum

You are entitled to receive notice of, and to vote at, the Raytheon special meeting if you are an owner of record of shares of Raytheon common stock as of the close of business on [       ], the Raytheon record date. On the Raytheon record date, there were [       ] shares of Raytheon common stock outstanding and entitled to vote, including a total of [       ] shares held in the Raytheon Savings and Investment Plan. Raytheon stockholders will have one vote on all matters properly coming before the Raytheon special meeting for each share of Raytheon common stock owned by such Raytheon stockholders on the Raytheon record date.

The presence at the Raytheon special meeting, in person or by proxy, of the holders of a majority of the shares of Raytheon common stock issued and outstanding on the Raytheon record date for the Raytheon special meeting will constitute a quorum for the transaction of business at the Raytheon special meeting.

Vote Required

The Raytheon merger proposal requires the affirmative vote of the holders of a majority of the shares of Raytheon common stock outstanding and entitled to vote (in person or by proxy) at the Raytheon special meeting. If a Raytheon stockholder present in person at the Raytheon special meeting abstains from voting, responds by proxy with an “abstain” vote, is not present in person at the Raytheon special meeting and does not respond by proxy or does not provide his, her or its bank, broker or other nominee with instructions, as applicable, it will have the effect of a vote cast “AGAINST” such proposal.

The Raytheon merger-related compensation proposal requires the affirmative vote of holders of a majority of the shares of Raytheon common stock represented (in person or by proxy) at the Raytheon special meeting and entitled to vote on the proposal, assuming a quorum. If a Raytheon stockholder present in person at the Raytheon special meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” such proposal. If a Raytheon stockholder is not present in person at the Raytheon special meeting and does not respond by proxy or does not provide his, her or its bank, broker or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

The Raytheon adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of Raytheon common stock entitled to vote (in person or by proxy) at the Raytheon special meeting. If a Raytheon stockholder present in person at the Raytheon special meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” such proposal. If a Raytheon stockholder is not present in person at the Raytheon special meeting and does not respond by proxy or does not provide his, her or its bank, broker or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

Proxies and Revocations

Any Raytheon stockholder of record entitled to vote at the Raytheon special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed Raytheon proxy card in the accompanying prepaid reply envelope or may vote in person by appearing at the Raytheon special meeting. If your shares of Raytheon common stock are held in “street name” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how to vote your shares of Raytheon common stock using the instructions provided by your bank, broker or other nominee.

We expect that many Raytheon stockholders will not attend the Raytheon special meeting in person, and instead will be represented by proxy. Most Raytheon stockholders have a choice of voting over the Internet, by using a toll-free telephone number, or by returning a completed proxy card or voting instruction form. Please

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check your notice, proxy card or the information forwarded by your broker, bank, trust or other holder of record to see which options are available to you. The Internet and telephone voting procedures have been designed to authenticate Raytheon stockholders, to allow you to vote your shares, and to confirm that your instructions have been properly recorded. The Internet and telephone voting facilities for Raytheon stockholders of record will close at [         ] on [         ], 2019. If your shares are held through a broker, bank, trust or other holder of record and Internet or telephone facilities are made available to you, these facilities may close sooner than those for stockholders of record.

You can revoke your proxy at any time before it is exercised by delivering a properly executed, later-dated proxy (including an Internet or telephone vote) or by voting by ballot at the Raytheon special meeting. Executing your proxy in advance will not limit your right to vote at the Raytheon special meeting if you decide to attend in person. However, if your shares are held in the name of a broker, bank, trust or other holder of record, you cannot vote at the Raytheon special meeting unless you have a legal proxy, executed in your favor, from the holder of record.

All shares entitled to vote and represented by properly executed proxies received prior to the Raytheon special meeting and not revoked will be voted at the Raytheon special meeting in accordance with your instructions. If you sign and return your proxy but do not indicate how your shares should be voted on a proposal, the shares represented by your proxy will be voted as the Raytheon Board recommends for such proposal.

If you are a participant in the Raytheon Dividend Reinvestment Plan, shares acquired under the plan may be voted in the same manner as the shares that generated the dividends for reinvestment. Thus, these shares may be voted by following the same procedures as those described above.

If you are a participant in the Raytheon Savings and Investment Plan, your proxy will serve as the voting instructions to the trustee for all shares you own through the plan. If you own shares through this plan and do not provide voting instructions, the trustee will vote your shares at the Raytheon special meeting in the same proportion as shares for which instructions were received. Please see additional information as described below under “How to Vote Your Raytheon Savings and Investment Plan Shares by Proxy.”

If you are a record holder, you may change or revoke your vote before your proxy is voted at the Raytheon special meeting as described herein. You may do this in one of the following four ways: (1) by logging onto the Internet website specified on your Raytheon proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your Raytheon proxy card, in each case, if you are eligible to do so; (2) by sending a notice of revocation to the corporate secretary of Raytheon; (3) by sending a completed Raytheon proxy card bearing a later date than your original Raytheon proxy card; or (4) by attending the Raytheon special meeting and voting in person. If you choose any of the first three methods, you must take the described action no later than the beginning of the Raytheon special meeting. If shares are allocated to your account under the Raytheon Savings and Investment Plan and you have directed the plan trustee on how to vote such shares pursuant to the email instruction, you should take the same actions detailed in these email instructions on how to direct the plan trustee to vote to change or revoke such direction. If shares are allocated to your account under the Raytheon Savings and Investment Plan and you have directed the plan trustee on how to vote such shares by telephone, via the Internet, or by mail, you may change or revoke such direction via methods (1), (2) or (3) above, but in any case you must change your vote prior to [       ] on [       ] (for shares voted by telephone or Internet) or [       ] on [       ] (for shares voted by mail).

Voting by UTC Directors and Executive Officers (page 163)

As of the close of business on July 9, 2019, the most recent practicable date for which such information was available, directors and executive officers of UTC and their affiliates owned and were entitled to vote 1,557,368 shares of UTC common stock, or less than 1% of the shares of common stock outstanding on that date. The number and percentage of shares of UTC common stock owned by directors and executive officers of UTC and their affiliates as of the UTC record date are not expected to be meaningfully different from the number and percentage as of July 9, 2019. It is currently expected that UTC’s directors and executive officers will vote their shares of UTC common stock in favor of each of the proposals to be considered at the UTC special meeting, although none of them have entered into any agreements obligating them to do so. For information with respect to UTC common stock owned by directors and executive officers of UTC, please see the section entitled “UTC Beneficial Ownership Table.”

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Voting by Raytheon Directors and Executive Officers (page 169)

As of the close of business on July 9, 2019, the most recent practicable date for which such information was available, directors and executive officers of Raytheon and its affiliates owned and were entitled to vote 504,661 shares of Raytheon common stock, or less than 1% of the shares of common stock outstanding on that date. The number and percentage of shares of Raytheon common stock owned by directors and executive officers of Raytheon and their affiliates as of the Raytheon record date are not expected to be meaningfully different from the number and percentage as of July 9, 2019. It is currently expected that Raytheon’s directors and executive officers will vote their shares of common stock in favor of each of the proposals to be considered at the Raytheon special meeting, although none of them have entered into any agreements obligating them to do so. For information with respect to Raytheon common stock owned by directors and executive officers of Raytheon, please see the section entitled “Raytheon Beneficial Ownership Table.”

The number of shares reflected above does not include shares underlying outstanding Raytheon RSU awards or Raytheon PSU awards.

Governance of the Combined Company (page 141)

UTC’s certificate of incorporation will be amended effective as of the completion of the merger to change the name of the combined company to “Raytheon Technologies Corporation.” The ticker symbol of the combined company following the completion of the merger will be “RTX.”

At the completion of the merger, the by-laws of UTC will be amended and restated to be in the form set forth in Exhibit A to the merger agreement, referred to as the amended and restated by-laws.

The merger agreement and the form of the amended and restated by-laws, copies of which are attached to this joint proxy statement/prospectus as Annex A and Annex B, respectively, contain certain provisions relating to the governance of the combined company following completion of the merger, which reflect the merger of equals structure of the proposed business combination as set forth below.

Headquarters

After the completion of the merger, the combined company will have its headquarters in the Greater Boston Metropolitan Area. Prior to the specified date, a resolution of at least 75% of the then-serving directors of the combined company will be required to change the location of the combined company’s headquarters.

Executive Chair and Chief Executive Officer of the Combined Company; Other Officers

The Chief Executive Officer of UTC as of immediately before the completion of the merger will continue to serve as the Chief Executive Officer of the combined company. The Chief Executive Officer of Raytheon as of immediately before the completion of the merger will be appointed to serve as the Executive Chairman of the combined company for a term ending upon the specified date, after which the Chief Executive Officer of the combined company will become the Chairman of the combined company in addition to continuing to serve as the Chief Executive Officer, with the removal of either of the foregoing individuals during such time (and in the case of the Chief Executive Officer of UTC as of immediately prior to the completion of the merger, until the later of (1) the specified date and (2) the one-year anniversary of his succeeding to the role of Chairman of the combined company) being brought for consideration before the board of directors of the combined company only upon the approval of at least 75% of the then-serving directors of the combined company. Until the specified date, the replacement of the Chief Executive Officer of the combined company in accordance with the amended and restated by-laws will be determined by the independent directors, including at least two UTC independent continuing directors and two Raytheon independent continuing directors (each as defined below).

Officers of the combined company as of the completion of the merger, other than the Executive Chairman and the Chief Executive Officer, will be mutually agreed between UTC and Raytheon, cooperating in good faith and through a process overseen by each company’s Chief Executive Officer.

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Board of Directors

The board of directors of the combined company as of the completion of the merger will have 15 members, consisting of:

seven directors, designated by the UTC Board, each of whom will be a member of the UTC Board as of immediately before the completion of the merger and each of whom will qualify as an “independent director” under the listing standards of the NYSE and the applicable rules of the SEC, referred to, together with the Chief Executive Officer of UTC as of immediately before the completion of the merger, as the UTC continuing directors;
six directors, designated by the Raytheon Board, each of whom will be a member of the Raytheon Board as of immediately before the completion of the merger and each of whom will qualify as an “independent director” under the listing standards of the NYSE and the applicable rules of the SEC, referred to, together with the Chief Executive Officer of Raytheon as of immediately before the completion of the merger, as the Raytheon continuing directors; and
the Chief Executive Officer of UTC as of immediately before the completion of the merger, and the Chief Executive Officer of Raytheon as of immediately before the completion of the merger.

Following the completion of the merger and until the specified date, unless at least 75% of the then-serving directors of the combined company adopt a resolution to the contrary, the board of directors will continue to be comprised of UTC continuing directors (and, in the event of a vacancy among the UTC continuing directors, a replacement UTC continuing director proposed by the remaining UTC continuing directors) and Raytheon continuing directors (and, in the event of a vacancy among the Raytheon continuing directors, a replacement Raytheon continuing director proposed by the remaining Raytheon continuing directors), as described above.

Lead Independent Director

The board of directors of the combined company will designate a Lead Independent Director. Following the completion of the merger and until the specified date, unless at least 75% of the then-serving directors of the combined company adopt a resolution to the contrary, the Lead Independent Director will be designated from among the independent Raytheon continuing directors.

Committees of the Board of Directors

Following the completion of the merger and until the specified date, unless at least 75% of the then-serving directors of the combined company adopt a resolution to the contrary, the board of directors of the combined company will have the following standing committees: the Audit Committee, the Compensation Committee, the Committee on Governance and Public Policy, the Finance Committee and the Special Activities Committee. The chair of each of the Special Activities Committee, the Compensation Committee and the Committee on Governance and Public Policy will be a Raytheon continuing director (or, in the event of a vacancy among the Raytheon continuing directors, a replacement Raytheon continuing director proposed by the remaining Raytheon continuing directors). The chair of each of the Audit Committee and the Finance Committee will be a UTC continuing director (or, in the event of a vacancy among the UTC continuing directors, a replacement UTC continuing director proposed by the remaining UTC continuing directors). The number of Raytheon continuing directors on each committee will be the same as the number of UTC continuing directors on such committee.

See “The Merger—Governance of the Combined Company” and “The Merger Agreement—Governance of the Combined Company.”

Regulatory Approvals (page 131)

Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice, referred to as the Antitrust Division, and the United States Federal Trade Commission, referred to as the FTC, and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or earlier termination of the applicable waiting periods under the HSR Act. UTC and Raytheon each filed their respective HSR Act notification forms on June 21, 2019. On July 22, 2019, UTC and Raytheon each received a request for additional information and documentary material, often referred to as a “second request,” from the Antitrust Division under the HSR Act.

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Completion of the merger is further subject to the receipt of other required regulatory approvals or clearances under the competition laws of the European Union, Australia, Canada, Common Market for Eastern and Southern Africa, Israel, Japan, Republic of Korea, Taiwan and Turkey, and under the foreign investment laws of Australia, France and Germany.

There can be no assurance that a challenge to the merger on antitrust or other regulatory grounds will not be made or, if such a challenge is made, that it would not be successful.

See “The Merger—Regulatory Approvals.”

Litigation Relating to the Merger (page 135)

As of August 14, 2019, ten complaints have been filed by purported Raytheon stockholders challenging the proposed merger. The complaints generally assert claims under Sections 14(a) and 20(a) of the Exchange Act challenging the adequacy of certain disclosures made in the version of this joint proxy statement/prospectus filed with the SEC on July 17, 2019. The complaints seek, among other relief, an injunction preventing Raytheon from holding the Raytheon special meeting or consummating the transaction, damages in the event that the merger is consummated, and attorneys’ fees. For a more detailed description of litigation in connection with the merger, see “The Merger—Litigation Relating to the Merger.” Raytheon and UTC believe the claims asserted in the complaints are without merit.

The Separation and the Distributions (page 155)

Before the completion of the merger, UTC will complete the separation and each of the Carrier distribution and the Otis distribution in accordance with the merger agreement, including the separation principles, which distributions will be effected by pro rata distributions to the pre-merger shareowners of UTC (and not to the stockholders of Raytheon) of 100% of the common stock of each of Otis SpinCo and Carrier SpinCo. The merger agreement provides that (subject to the right of UTC to complete the separation and the distributions earlier in UTC’s discretion) the separation and each of the Otis distribution and the Carrier distribution will be completed as promptly as reasonably practicable (taking into account the requirements of applicable law and the rules and regulations of the NYSE), but in any event on or before the fourth business day before the outside date (as defined under “—Termination of the Merger Agreement”) (as the outside date may be extended as described under “—Termination of the Merger Agreement,” and subject to an additional automatic extension to the first business day after the 35th day following the date on which the events described in each of the following clauses (1) and (2) have occurred if the date on which each of such events have occurred is fewer than 35 days before the then-applicable outside date), after (1) the satisfaction or waiver of all of the conditions to UTC’s obligation under the merger agreement to complete the separation, the distributions and the merger and (2) receipt by UTC from Raytheon of (a) written confirmation that each of the conditions to Raytheon’s obligation under the merger agreement to complete the merger have been satisfied or waived and Raytheon stands ready, willing and able to close the merger and (b) an executed officer’s certificate certifying Raytheon’s compliance with its representations, warranties and obligations under the merger agreement.

Raytheon Special Dividend

On or prior to the date that is ten business days prior to the anticipated completion of the merger, UTC may, if it determines in good faith that (1) the applicable net indebtedness, of UTC RemainCo as of immediately prior to the completion of the merger is reasonably expected to exceed the target indebtedness amount of $24.3 billion (with the amount of any such excess being referred to as the overage amount) and (2) the aggregate outstanding principal amount of total indebtedness for borrowed money of Otis SpinCo, Carrier SpinCo and their respective subsidiaries as of immediately following the completion of the Otis distribution (in the case of Otis SpinCo) and the Carrier distribution (in the case of Carrier SpinCo) would exceed $18.25 billion, notify Raytheon of the overage amount, referred to as the applicable net indebtedness notice.

In such event (1) Raytheon may, in its sole discretion, declare (with a record date prior to the completion of the merger) and pay to its stockholders a special cash distribution, referred to as the Raytheon special dividend, in an aggregate amount equal to the product of (a) a fraction, the numerator of which is 0.43 and the denominator of which is 0.57, and (b) the overage amount, and (2) whether or not Raytheon determines to pay the Raytheon special dividend, the target indebtedness amount will automatically increase by an amount equal to the overage amount.

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However, if the aggregate amount of the Raytheon special dividend would equal $250 million or less, UTC may, in its discretion, withdraw the applicable net indebtedness notice and no Raytheon special dividend would be payable (and, if UTC does not withdraw the applicable net indebtedness notice, then Raytheon may declare and pay a Raytheon special dividend in an aggregate amount equal to $250 million and the target indebtedness amount will automatically increase by $331 million).

UTC may not deliver an applicable net indebtedness notice if it would result in the aggregate amount of the Raytheon special dividend exceeding $2 billion, in which case no Raytheon special dividend would be payable.

For a more complete description of the separation and the distributions, see “The Merger Agreement—The Separation and the Distributions.”

Conditions to Completion of the Merger (page 156)

In addition to the approval of the UTC share issuance proposal by UTC shareowners and of the Raytheon merger proposal by Raytheon stockholders, completion of the merger is subject to the satisfaction (or waiver to the extent permitted by law) of a number of other conditions, including:

the expiration or termination of the applicable waiting periods under the HSR Act;
the receipt of other required regulatory approvals or clearances under the competition laws of the European Union, Australia, Canada, Common Market for Eastern and Southern Africa, Israel, Japan, Republic of Korea, Taiwan and Turkey, and under the foreign investment laws of Australia, France and Germany;
the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part and the effectiveness of the registration statements filed with the SEC in connection with each of the distributions;
approval of the listing on the NYSE of the UTC common stock forming part of the merger consideration and approvals for listing of the shares of common stock to be distributed in each of the Carrier distribution and the Otis distribution on the applicable securities exchange(s);
the absence of an injunction or law prohibiting the separation, either of the distributions or the merger;
receipt by UTC of (1) the IRS ruling and (2) an opinion of outside counsel regarding the qualification of certain elements of each of the Carrier distribution and the Otis distribution under Section 355 of the Code;
receipt by each of UTC and Raytheon of an opinion of its respective outside counsel to the effect that (1) the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (2) the merger will not cause Section 355(e) of the Code to apply to either the Otis distribution or the Carrier distribution;
receipt by UTC of solvency opinions relating to the distributions;
the accuracy of the representations and warranties of UTC or Raytheon, as applicable, made in the merger agreement (subject to the materiality standards set forth in the merger agreement);
the performance by UTC or Raytheon, as applicable, of its covenants and obligations under the merger agreement in all material respects, and, with respect to UTC, compliance in all respects with the covenant that the applicable net indebtedness of UTC RemainCo as of immediately prior to the completion of the merger will not exceed $24.3 billion (subject to adjustment as described in “The Merger Agreement—The Separation and the Distributions”); and
delivery of an officer certificate by the other party certifying satisfaction of the conditions described in the preceding two bullet points.

In addition, the completion of the merger is subject to the prior completion of the separation and the distributions.

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after UTC receives shareowner approval of the UTC share issuance proposal at the UTC special meeting and Raytheon receives stockholder approval of the Raytheon merger proposal at the

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Raytheon special meeting, after UTC and Raytheon receive all required regulatory approvals and after UTC completes the separation and the distributions. For a more complete description of the conditions to the merger, see “The Merger Agreement—Conditions to the Merger.”

Timing of the Transaction (page 132)

The parties expect the merger to be completed in the first half of calendar year 2020 after the completion of the separation and distributions as described further in “The Merger Agreement—The Separation and the Distributions.” Neither UTC nor Raytheon can predict, however, the actual date on which the merger will be completed because it is subject to conditions beyond each company’s control, including obtaining necessary regulatory approvals. For a more complete description of the conditions to the merger, see “The Merger Agreement—Conditions to the Merger.”

Ownership of the Combined Company after the Merger

As of the date of this joint proxy statement/prospectus, based on the current number of shares of UTC common stock and Raytheon common stock outstanding and reserved for issuance, we estimate that, immediately following completion of the merger, former holders of Raytheon common stock will own approximately 43% and pre-merger holders of UTC common stock will own approximately 57% of the common stock of the combined company. The exact equity stake of UTC shareowners and Raytheon stockholders in the combined company immediately following the merger will depend on the number of shares of UTC common stock and Raytheon common stock issued and outstanding immediately prior to the merger.

No Solicitation; Change of Recommendation (page 147)

As more fully described in this joint proxy statement/prospectus and in the merger agreement, and subject to the exceptions summarized below, each of UTC and Raytheon has agreed that it will not, and it will cause its controlled affiliates and its and their officers, directors, employees, investment bankers, financial advisors, attorneys, accountants and other representatives not to, directly or indirectly (1) solicit, initiate or knowingly encourage or take any other action to facilitate any alternative transaction (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions”) to acquire 20% or more of UTC’s or Raytheon’s, as applicable, voting power or 20% or more of UTC RemainCo’s or Raytheon’s, as applicable, consolidated revenues, net income or assets, or (2) participate in any discussions or negotiations, or cooperate in any way with any person, with respect to any alternative transaction.

The merger agreement includes certain exceptions to the non-solicitation covenant such that, prior to obtaining the UTC shareowner approval or the Raytheon stockholder approval, UTC or Raytheon, as applicable, may participate in discussions and negotiations concerning an unsolicited alternative transaction if the UTC Board or Raytheon Board, as applicable, determines in good faith, after consultation with its outside counsel and financial advisors, that the alternative transaction constitutes or would reasonably be expected to result in a “superior proposal” (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions”). Also, each of the UTC Board and the Raytheon Board may, subject to complying with certain specified procedures, including providing Raytheon and UTC, as applicable, with a good faith opportunity to negotiate, (1) change its recommendation in favor of the UTC share issuance proposal or the Raytheon merger proposal, as applicable, in response to an unsolicited “superior proposal”, to the extent failure to do so would be inconsistent with its fiduciary duties under applicable law, or (2) change its recommendation in favor of the UTC share issuance proposal or Raytheon merger proposal, as applicable, in response to an “intervening event” (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—Changes in Board Recommendations”) that becomes known after the date of the merger agreement but prior to the UTC shareowner approval or the Raytheon stockholder approval, as applicable, to the extent failure to do so would be inconsistent with its fiduciary duties under applicable law.

For a more complete description of the limitations on the solicitation of transaction proposals from third parties and the ability of the UTC Board or the Raytheon Board, as applicable, to change its respective recommendation with respect to the transaction, see “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions;—Changes in Board Recommendations.”

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Termination of the Merger Agreement; Termination Fee (page 158)

The merger agreement may be terminated by mutual written consent of Raytheon and UTC at any time before the completion of the merger. In addition, the merger agreement may be terminated by either Raytheon or UTC:

if the merger has not been completed by July 1, 2020, (1) subject to an automatic extension to January 4, 2021 if the conditions other than the antitrust-related conditions are or would be satisfied as of such date, and subject to further extension at UTC’s election if the antitrust-related conditions have been satisfied on or after November 15, 2020 and the condition relating to the completion of the separation and distributions has not yet been satisfied, which extension would be to the first business day after the 50th day following the date on which the last of the antitrust-related conditions have been satisfied or (2) subject to extension at the election of UTC or Raytheon to October 1, 2020 if certain conditions other than certain separation-related conditions are or would be satisfied as of July 1, 2020 and subject to further extension at Raytheon’s election to January 4, 2021 if the separation-related conditions have not yet been satisfied as of October 1, 2020, but the other conditions have been or would be satisfied as of such date, and subject to the additional 35-day extension referred to above in “—The Separation and the Distributions” (we refer to July 1, 2020, as so extended, as the outside date);
if the Raytheon stockholder approval has not been obtained at the Raytheon special meeting or at any adjournment or postponement of such meeting;
if the UTC shareowner approval has not been obtained at the UTC special meeting or at any adjournment or postponement of such meeting;
if any governmental entity of competent jurisdiction has issued or entered any order or any applicable law has been enacted or promulgated that would permanently restrain, enjoin or otherwise prohibit the completion of the separation, either the Otis distribution or the Carrier distribution, or the merger;
if UTC or Raytheon breaches or fails to perform any of its representations, warranties, covenants or other agreements in the merger agreement, which breach or failure to perform would result in the failure of a condition related to the accuracy of its representations and warranties or performance of its covenants in the merger agreement, subject to certain materiality thresholds and rights to cure and other limitations; or
at any time prior to the UTC special meeting or Raytheon special meeting, respectively, if the UTC Board or the Raytheon Board changes its recommendation to its shareowners or stockholders to vote in favor of the transaction or the other party willfully breaches certain covenants under the merger agreement to not solicit alternative transactions, referred to as a triggering event.

If the merger agreement is terminated as described above, the merger agreement will be void without liability or obligation on the part of any party, subject to certain exceptions, including as described below and that no party will be relieved from liability for any willful breach of the merger agreement, or fraud.

The merger agreement provides for payment of a termination fee by Raytheon to UTC of $1.785 billion in connection with a termination of the merger agreement under the following circumstances:

if UTC terminates the merger agreement as a result of a triggering event (as described above), or UTC or Raytheon terminates the merger agreement because the Raytheon stockholder approval has not been obtained at the Raytheon special meeting or at any adjournment or postponement of such meeting at a time when UTC could have terminated the merger agreement as a result of a triggering event; or
if UTC or Raytheon terminates the merger agreement because the Raytheon stockholder approval has not been obtained at the Raytheon special meeting or at any adjournment or postponement of such meeting or UTC terminates the merger agreement as a result of a breach or failure to perform by Raytheon (pursuant to the termination right described above) of certain of its covenants, and, in each case, an alternative transaction (with regard to 50% or more of the voting power, consolidated revenues, net income or assets of Raytheon) is publicly disclosed or (in the case of UTC terminating

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for such a breach) otherwise made known to the Raytheon Board and not irrevocably withdrawn, and Raytheon completes an alternative transaction or enters into a definitive agreement with respect to an alternative transaction within 12 months of the termination (regardless of when or whether such other transaction is completed).

The merger agreement provides for payment of a termination fee by UTC to Raytheon of $2.365 billion in connection with a termination of the merger agreement under the following circumstances:

if Raytheon terminates the merger agreement as a result of a triggering event (as described above), or Raytheon or UTC terminates the merger agreement because the UTC shareowner approval has not been obtained at the UTC special meeting or at any adjournment or postponement of such meeting at a time when Raytheon could have terminated the merger agreement as a result of a triggering event; or
if Raytheon or UTC terminates the merger agreement because the UTC shareowner approval has not been obtained at the UTC special meeting or at any adjournment or postponement of such meeting or Raytheon terminates the merger agreement as a result of a breach or failure to perform by UTC (pursuant to the termination right described above) of certain of its covenants, and, in each case, an alternative transaction (with regard to 50% or more of the voting power of UTC or 50% or more of the consolidated revenues, net income or assets of UTC RemainCo) is publicly disclosed or (in the case of Raytheon terminating for such a breach) otherwise made known to the UTC Board and not irrevocably withdrawn, and UTC completes an alternative transaction or enters into a definitive agreement with respect to an alternative transaction within 12 months of the termination (regardless of when or whether such other transaction is completed).

For a more complete description of each party’s termination rights and the related termination fee obligations, see “The Merger Agreement—Termination” and “The Merger Agreement—Expenses and Termination Fees.”

No Appraisal Rights (page 132)

Holders of UTC common stock and holders of Raytheon common stock are not entitled to appraisal rights under the DGCL with respect to the merger. For more information, see “The Merger—No Appraisal Rights in the Merger.”

Material U.S. Federal Income Tax Consequences of the Merger (page 132)

The obligations of UTC and Raytheon to complete the merger are conditioned upon the receipt by each of UTC and Raytheon of an opinion of its respective outside counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the merger will not cause Section 355(e) of the Code to apply to either the Otis distribution or the Carrier distribution. Provided the merger qualifies as a “reorganization,” U.S. holders (as defined in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger) of shares of Raytheon common stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the receipt of UTC common stock in exchange for Raytheon common stock in the merger (other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of Raytheon common stock). Provided the merger will not cause Section 355(e) of the Code to apply to either the Otis distribution or the Carrier distribution, UTC will not be required to recognize taxable gain with respect to the distributions as a result of the merger.

The U.S. federal income tax treatment of any Raytheon special dividend, as described in the section entitled “The Merger Agreement—The Separation and the Distributions,” is not entirely clear under current law. Absent further clarification by the IRS, Raytheon intends to report any Raytheon special dividend for U.S. federal income tax purposes as a dividend to the extent paid out of Raytheon’s current or accumulated earnings and profits. It is possible that the IRS could seek to treat any Raytheon special dividend as part of the merger consideration paid by UTC to Raytheon stockholders.

The material U.S. federal income tax consequences of the merger are discussed in more detail in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.” The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to

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provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state, or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

All holders of Raytheon common stock should consult their own tax advisors as to the specific tax consequences to them of the merger and any Raytheon special dividend, including the applicability and effect of any U.S. federal, state, local, non-U.S. and other tax laws.

Accounting Treatment (page 135)

UTC prepares its financial statements in accordance with GAAP. The merger will be accounted for as an acquisition of Raytheon by UTC under the acquisition method of accounting in accordance with GAAP. UTC will be treated as the acquiror for accounting purposes. In identifying UTC as the accounting acquiror, UTC and Raytheon considered the structure of the transaction and other actions contemplated by the merger agreement, relative outstanding share ownership and market values, the composition of the combined company’s board of directors, the relative size of UTC and Raytheon, and the designation of certain senior management positions of the combined company.

Rights of Raytheon Stockholders Will Change as a Result of the Merger (page 206)

Raytheon stockholders will have different rights once they become UTC shareowners due to differences between the organizational documents of UTC and Raytheon. These differences are described in more detail under “Comparison of the Rights of UTC Shareowners and Raytheon Stockholders.”

Risk Factors (page 40)

You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. In particular, you should carefully consider the risks that are described in the section entitled “Risk Factors.”

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF UTC

The following table presents selected historical consolidated financial data for UTC as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014 and as of and for the six months ended June 30, 2019 and 2018. The statement of operations data and cash flow data for the years ended December 31, 2018, 2017 and 2016 and the balance sheet data as of December 31, 2018 and 2017 have been obtained from UTC’s audited consolidated financial statements incorporated by reference in UTC’s Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference into this joint proxy statement/prospectus. The statement of operations data for the years ended December 31, 2015 and 2014 and the balance sheet data as of December 31, 2016, 2015 and 2014 have been derived from UTC’s audited consolidated financial statements for such years, which have not been incorporated by reference into this joint proxy statement/prospectus. The financial data as of and for the six months ended June 30, 2019 and the statement of operations data and cash flow data for the six months ended June 30, 2018 have been obtained from UTC’s unaudited condensed consolidated financial statements included in UTC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, which is incorporated by reference into this joint proxy statement/prospectus. The balance sheet data as of June 30, 2018 has been derived from UTC’s unaudited condensed consolidated financial statements for such quarter, which have not been incorporated by reference into this joint proxy statement/prospectus.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in UTC’s Annual Report on Form 10-K for the year ended December 31, 2018 and UTC’s Quarterly Report on Form 10-Q for the six months ended June 30, 2019, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section entitled “Where You Can Find More Information.”

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The below information does not give effect to the distributions and, as such, includes the Otis business and the Carrier business. See “Selected Unaudited Pro Forma Combined Financial Information.”

 
Six Months
Ended June 30,
Year Ended December 31,
(Dollars and shares in millions, except per share amounts)
2019
2018
2018
2017
2016
2015
2014
For Six Months/Year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
$
37,999
 
$
31,947
 
$
66,501
 
$
59,837
 
$
57,244
 
$
56,098
 
$
57,900
 
Research and development
 
1,471
 
 
1,143
 
 
2,462
 
 
2,427
 
 
2,376
 
 
2,262
 
 
2,489
 
Restructuring costs
 
178
 
 
149
 
 
307
 
 
253
 
 
290
 
 
396
 
 
354
 
Net income from continuing operations
 
3,424
 
 
3,507
 
 
5,654
(1) 
 
4,920
(1) 
 
5,436
(1) 
 
4,356
(1) 
 
6,468
 
Net income from continuing operations attributable to common shareowners
 
3,246
 
 
3,345
 
 
5,269
(1)
 
4,552
(1)
 
5,065
(1)
 
3,996
(1)
 
6,066
 
Basic earnings per share—Net income from continuing operations attributable to common shareowners
 
3.80
 
 
4.23
 
 
6.58
 
 
5.76
 
 
6.19
 
 
4.58
 
 
6.75
 
Diluted earnings per share—Net income from continuing operations attributable to common shareowners
 
3.76
 
 
4.18
 
 
6.50
 
 
5.70
 
 
6.13
 
 
4.53
 
 
6.65
 
Cash dividends per common share
 
1.47
 
 
1.40
 
 
2.84
 
 
2.72
 
 
2.62
 
 
2.56
 
 
2.36
 
Average number of shares of common stock outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
854
 
 
790
 
 
800
 
 
790
 
 
818
 
 
873
 
 
898
 
Diluted
 
862
 
 
800
 
 
810
 
 
799
 
 
826
 
 
883
 
 
912
 
Cash flows provided by operating activities of continuing operations
 
3,611
 
 
2,555
 
 
6,322
 
 
5,631
 
 
6,412
 
 
6,755
 
 
6,979
 
Capital expenditures
 
830
 
 
709
 
 
1,902
 
 
2,014
 
 
1,699
 
 
1,652
 
 
1,594
 
Acquisitions, including debt assumed & equity issued
 
32
 
 
134
 
 
31,142
 
 
231
 
 
712
 
 
556
 
 
530
 
Repurchases of common stock
 
69
 
 
52
 
 
325
(3) 
 
1,453
 
 
2,254
 
 
10,000
(3) 
 
1,500
 
Dividends paid on common stock (excluding ESOP)
 
1,219
 
 
1,070
 
 
2,170
 
 
2,074
 
 
2,069
 
 
2,184
 
 
2,048
 
At Six Month/Year End
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Working capital
$
1,636
 
$
11,488
 
$
4,135
(2)(4) 
$
8,467
(2) 
$
6,644
(2)(4) 
$
4,088
(2)(4) 
$
5,921
(2) 
Total assets
 
138,990
 
 
101,569
 
 
134,211
(2) 
 
96,920
(2) 
 
89,706
(2) 
 
87,484
(2) 
 
86,338
(2) 
Long-term debt, including current portion
 
44,112
 
 
27,324
 
 
44,068
(2),(5) 
 
27,093
(2),(5) 
 
23,300
(2),(5) 
 
19,499
(2) 
 
19,575
(2) 
Total debt
 
45,251
 
 
28,309
 
 
45,537
(2),(5) 
 
27,485
(2),(5) 
 
23,901
(2),(5) 
 
20,425
(2) 
 
19,701
(2) 
Total debt to total capitalization
 
51
%
 
46
%
 
53
%(5)
 
47
%(5)
 
45
%(5)
 
41
%
 
38
%
Total equity
 
42,977
 
 
33,346
 
 
40,610
(6) 
 
31,421
 
 
29,169
 
 
28,844
(6) 
 
32,564
 
(1)2018 amounts include unfavorable tax charges of approximately $744 million primarily related to non-U.S. taxes that will become due when earnings of certain international subsidiaries are remitted, a $300 million pre-tax charge resulting from customer contract matters, partially offset by a $799 million pre-tax gain on the sale of Taylor Company. 2017 amounts include unfavorable tax charges of approximately $690 million related to U.S. tax reform legislation enacted in December, 2017, commonly referred to as the Tax Cuts and Jobs Act of 2017 and a $196 million pre-tax charge resulting from customer contract matters, partially offset by pre-tax gains of approximately $500 million on sales of available for sale securities. 2016 amounts include a $423 million pre-tax pension settlement charge resulting from defined benefit plan de-risking actions. 2015 amounts include pre-tax charges of: $867 million as a result of a contract settlement with the Canadian government, $295 million from customer contract negotiations at Collins Aerospace, and $237 million related to pending and future asbestos claims.
(2)Excludes assets and liabilities of discontinued operations held for sale, for all periods presented.

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(3)The decrease in share repurchases in 2018 is due to the temporary suspension of activity in connection with the acquisition of Rockwell Collins, Inc., referred to as Rockwell Collins, announced on September 4, 2017, excluding activity relating to UTC’s employee savings plans. Share repurchases in 2015 include share repurchases under accelerated repurchase agreements of $2.6 billion in the first quarter of 2015 and $6.0 billion in the fourth quarter of 2015.
(4)Working capital in 2018 includes the addition of contract assets and liabilities of $3.5 billion and $5.7 billion, respectively in accordance with ASC 606, Revenue from Contracts with Customers, referred to as the New Revenue Standard, as well as an increase in current borrowings of $1.8 billion. Working capital in 2015 includes approximately $2.4 billion of taxes payable related to the gain on the sale of Sikorsky, which were paid in 2016. As compared with 2014, 2015 working capital also reflects the reclassification of current deferred tax assets and liabilities to non-current assets and liabilities in connection with the adoption of Accounting Standards Update 2015-17.
(5)The increase in the 2018 debt to total capitalization ratio primarily reflects additional borrowings in 2018 used to finance the acquisition of Rockwell Collins. The increase in the 2017 and 2016 debt to total capitalization ratio primarily reflects additional borrowings to fund share repurchases, 2017 discretionary pension contributions, and for general corporate purposes.
(6)The increase in total equity in 2018 is due to UTC common stock issued as consideration in the acquisition of Rockwell Collins. The decrease in total equity in 2015, as compared with 2014, reflects the share repurchase program, partly funded by proceeds from the sale of Sikorsky.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF RAYTHEON

The following table presents selected historical consolidated financial data for Raytheon as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014 and as of and for the six months ended June 30, 2019 and July 1, 2018. The statement of operations data and cash flow data for the years ended December 31, 2018, 2017 and 2016 and the balance sheet data as of December 31, 2018 and 2017 have been obtained from Raytheon’s audited consolidated financial statements included in Raytheon’s Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference into this joint proxy statement/prospectus. The statement of operations data and cash flow data for the year ended December 31, 2015 and the balance sheet data as of December 31, 2016 have been derived from Raytheon’s audited consolidated financial statements for such year, which have not been incorporated by reference into this joint proxy statement/prospectus. The balance sheet data as of December 31, 2015 has been derived from Raytheon’s unaudited consolidated financial statements, which reflect the impact of the adoption of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, and have not been incorporated by reference into this joint proxy statement/prospectus. The statement of operations data and cash flow data for the year ended December 31, 2014 and the balance sheet data as of December 31, 2014 have been derived from Raytheon’s unaudited consolidated financial statements for such year as they do not reflect the adoption of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, and have not been incorporated by reference into this joint proxy statement/prospectus. The financial data as of and for the six months ended June 30, 2019 and the statement of operations data and cash flow data for the six months ended July 1, 2018 have been obtained from Raytheon’s unaudited consolidated financial statements included in Raytheon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, which is incorporated by reference into this joint proxy statement/prospectus. The balance sheet data as of July 1, 2018 has been derived from Raytheon’s unaudited consolidated financial statements for such quarter, which have not been incorporated by reference into this joint proxy statement/prospectus.

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TABLE OF CONTENTS

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Raytheon’s Annual Report on Form 10-K for the year ended December 31, 2018 and Raytheon’s Quarterly Report on Form 10-Q for the six months ended June 30, 2019, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section entitled “Where You Can Find More Information.”

 
Six Months
Ended
Year Ended December 31,
(In millions, except per share amounts and total employees)
June 30,
2019
July 1,
2018
2018
2017
2016
2015
2014
Results of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total net sales
$
13,888
 
$
12,892
 
$
27,058
 
$
25,348
 
$
24,124
 
$
23,321
 
$
22,826
 
Operating income(1)
 
2,289
 
 
2,141
 
 
4,538
 
 
4,231
 
 
3,896
 
 
3,721
 
 
3,628
 
Retirement benefits non-service expense(1)
 
362
 
 
477
 
 
1,230
 
 
913
 
 
601
 
 
654
 
 
449
 
Income from continuing operations
 
1,588
 
 
1,414
 
 
2,883
 
 
1,999
 
 
2,212
 
 
2,094
 
 
2,193
 
Income (loss) from discontinued operations, net of tax
 
0
 
 
0
 
 
(1
)
 
2
 
 
1
 
 
13
 
 
65
 
Net income attributable to Raytheon
 
1,598
 
 
1,433
 
 
2,909
 
 
2,024
 
 
2,244
 
 
2,110
 
 
2,244
 
Diluted earnings per share from continuing operations attributable to Raytheon stockholders
$
5.69
 
$
4.98
 
$
10.15
 
$
6.94
 
$
7.55
 
$
6.87
 
$
6.97
 
Diluted earnings per share attributable to Raytheon stockholders
$
5.69
 
$
4.97
 
$
10.15
 
$
6.95
 
$
7.55
 
$
6.91
 
$
7.18
 
Average diluted shares outstanding
 
281.0
 
 
288.2
 
 
286.8
 
 
291.4
 
 
296.8
 
 
305.2
 
 
312.6
 
Financial Position at Year-End or Quarter-End (as applicable)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
2,173
 
$
3,094
 
$
3,608
 
$
3,103
 
$
3,303
 
$
2,328
 
$
3,222
 
Short-term investments
 
 
 
 
 
 
 
297
 
 
100
 
 
872
 
 
1,497
 
Total current assets
 
11,526
 
 
11,315
 
 
12,136
 
 
11,326
 
 
10,885
 
 
10,023
 
 
10,279
 
Property, plant and equipment, net
 
2,982
 
 
2,554
 
 
2,840
 
 
2,439
 
 
2,166
 
 
2,005
 
 
1,935
 
Total assets
 
32,186
 
 
30,738
 
 
31,864
 
 
30,860
 
 
30,238
 
 
29,477
 
 
27,716
 
Total current liabilities
 
7,871
 
 
7,017
 
 
8,288
 
 
7,348
 
 
6,539
 
 
6,275
 
 
5,752
 
Long-term liabilities (excluding debt and operating lease liabilities)
 
6,699
 
 
7,850
 
 
6,938
 
 
8,287
 
 
7,758
 
 
7,134