RTX Corp — M&A Activity 2019

Jun 10, 2019

Filed by United Technologies Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Raytheon Company

Commission File No. 001-13699

Date: June 10, 2019

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HOME INNOVATIVE SOLUTION S FOR CUSTOMERS MATERIAL S ANO DOWNLOADS CONTACT MERGING TO CREATE RAYTHEON TECHNOLOGIES DEFINING THE FUTURE OF AEROSPACE AND DEFENSE THE MERGER OF UNITED TECHNOLOGIES AND RAYTHEON CREATES RAYTHEON TECHNOLOGIES:A PREMIER SYSTEMS PROV I DER AND LEADER IN HIGH TE CHNOLOGY SEGMEN TS RAYTHEON TECHNOLOGIESPRO FORMA 2019E1 PRATT & WHITNEY SAL[S: -$218 UTC, Pra t t & Whitney COLLINS AEROSPACE SAL[S: -$228 .. ., . . UTC, Colli ns Ae ro space INTELLIGENCE, SPACE & AIRBORNE SYSTEMS SAL[ S: -$188 Rayt heon , Spac e and Ai r borne System s Ra yth eon, Int elligence, Infor m at ion & Ser vic es UTC, Mission SystemsRayt heon, Forc epoin t INTEGRATED DEFENSE & MISSILE SYSTEMS SAL[ S: -$168 Rayt heon, Mi ssile Sys tem s Ra yt heon, Int egr ated Defens e Syst ems 1 Sales shown are prior to intercompany eliminations

A PREMIER SYSTEMS PROVIDER WITH ADVANCED TECHNOLOGIESTHAT WILL DEFINE THE FUTURE OF AEROSPACE AND DEFENSE Establishes a balanced and diversif i ed po rtf olio with complementar y platf orm-agnosti c A&D tec hnologies Co mbines complement ary te chno logy off erings and worl d- class eng ineering teams De liver s innovat ive and cost- eff ec tive solutions ali gned with cust omer priorit ies Result s in att ract ive f i nancial profile with st rong cash f low generation and balance sheet Builds on shared company culture FINANCIAL FLEXIBILITY, EXPERTISE AND RESOURCESTO INVEST IN INNOVAT IVE, COST -EF FECT IVE SO LUTIONS FOR CUSTOMERS -S8BAnnu al cu stomer and companyf unded R&D spend -60,000Engi neers 7R&D Cent ers of Excellence 190+Years co mbined history of innovat ion& industr y lead ership

BRINGI NG TOGETHER HIGHLY COMP LEMENTARY CAPAB I LITIESCOMBINING WORLD-CLASS R&D PLATFORMS WITH ENHANCED RESOURCES ‘%. United V Technologies Raytheon COMMERCIAL AEROSPACE Avionics Comm ercial Propulsion Systems Power Gen eration Cyber Protection Ai r Traff ic Management Aut onomy , Ar ti fi cial lntelligence {AI )& Mac hine Learning Elect ro- Opt ical Intell igence, Surveil lance & Reconnaissance (ISR) Mil it ary Propulsion Systems Resilient Positi onin g, Navigat ion, Timing( PNT)& Communications Radar, Se nsor s & Electron ic War fare Missiles and Ai r & Mi ssile De fense Syst em -of -Sys t ems Integrati on LEARN MORE

A HISTORY OF WORLD-CLASS TECHNOLOGY AND INDUSTRY­ DEFINING INNOVATION 0 UnitedTechnologies Raytheon Pioneere d the radial air- cooled engine design enabling unprecedented power- to- we igh t rat io 1940 - - L J Developed J 58 for SR-71; a world speed record horlder l F i r st 10,000 lbf thrust engine in the US; powered the8 - 52 First photo ever transmit ted via sate lli te 1920 F i r st Ra ytheon product: gaseous(helium ) rectifi er for electron tubes W orld’s first GPS sa tellite signal rec ei ve d Produced the first seagoing microwave surface search radar for Navy ships Ra ytheon engineer Pe rcy Sp enc er inve n ts the microwav e oven First missile-mounted guidance system c ap able of intercepting moving objects First working laser Ra ytheon technology contributes to Apollo 11 m oonmission succ e ss Launched ARPANET, precursor to the Intern et; first email system ” - w V2500 selected to power A320 family 1980

F ir st global aviation data communications net wor k 2000 Patriot achieves first-ever ballistic missile intercept in combat during Des ert St or m Name d “Innovator of the Year” for-introducing touch screen f light displays P&W develops the Gear ed Turbofan Standard Missile-3 intercepts a failed satellite in space Ra ytheon VII RS te chnology pro duces highest resoluti on com posite Earth image----------Rayt heon rec eives the 10 m ill ionth U.S. Pate nt in history

HOME INN OVAT I Vf SOI UTIONS FOR CUSTOMERS 11 1FRIAI SANO DOWNt OAOS CONTACT MERGING TO CREATE RAYTHEON TECHNOLOGIES INNOVATIVE SOLUTIONS FOR CUSTOMERS COMBINING WORLD-CLASS R&D PLATFORMS WITH ENHANCED RESOURCESENABLES THE D EVELOP M EN T O F NEW TECH NOLOG IES FASTER AN D MORE EFFI CIEN TLY THAN EVER BEFO REThe merger of United Techno logies and Rayt heon br ings toget her t wo aerospace and defense leaders with long t rack r ec ords of indust ry- defining innovat ion. The combination of highly com pleme ntary portf olios an d wor ld- class R&D platfor ms will enab le Ray theon Technologies to invest, innovat e and serve our custo mers.The co mbined technology portf olio includes capabiliti es t ied to key priorit ies ac r oss the aerospace and defense sec tors - enabling the company to address R&D prioriti es in defense and commercial aerospace. COMMERCIAL AEROSPACE PRIORITY AREAS COMBINED CAPABILITIES TO SUPPORT OPTIMIZATION OF INCREASINGLY CONNECTED AND INTEL LIGENT AEROSPACE SYSTEMS CYBER PROTECTION FOR CONNECTED AIRCRAFT NEXT GENERATION CONNECTED AIRSPACE ADVANCED ANALYTICS & AlFOR AVIATION UNITED TECHNOLOGIES COMPETENC Y UNITED TECHNOLOGIES COMPETENCY UNITEDTECHNOLOGIES COMPETENCY Air craft n etwor ks and RF systems F ut u r e air space fligh t deck tech nology Ve r y large i nsta lled base Informa t ion managemen t systems On - b oard auto nomy syst ems Ful l fl igh t / envi ronmenta l data System archi tect ur e and cer t i fica ti on Air- to- gro und com ms infr astru ct ure Pr ognos tics / healt h mon it orin g

RAYTHEON COMP ETENCYDetection , defense and r esponse Threat intelligence fusion Cybe r resiliency testing V TECHNOLOGY SOLUTIONCy ber solutions for air lines and OEMs off ering secure co nnec tivity to enable proact ive healt h monitoring and op timized performanc e RAYTHEON COMPETENCYAi r traff ic control automationSurve i llance radars System integration expe rtise V TECHNOLOGY SOLUTIONNext ge nerati on nati on al ai rspace syst em with improved capaci t y, eff iciency, and safety RAY THEON COMPETENCYAdvanced ana lyti csAl and mach ine learn in gPattern rec ognitio n V TECHNOLOGY SOLUTIONApp licat ion of Al - based data analyt ics and mach ine learn ing techn iques t o op tim ize the m anu fa cturing, maint enance, and fleetoper at ion of commercial airc raft DEFENSE PRIORITY AREAS TECHNOLOGY COMBINATION ADDRESSES HIGHEST PRIORITY DEFENSE CUSTOMER REOUIREMENTS HYPERSONICS/ FUTUREMISSILE SYSTEMS DIRECTED ENERGYWEAPONS ISR IN CONTESTEDENVIRONMENTS UNITED TECHNOLOGIES COMPETENCY UNITED TECHNOLOGIES COMPETENCY UNITED TECHNOLOGIES COMPETEN CY High- tempe ratu re mater ials Com p ac t, eff icien t powe r gene rat ion Advanced elect ro - opt ical payloads Therm al and signat ure mana gement Ad vanc ed the rmal mana gement Sof tware-defined communications Advanced propulsio n Opt ical beam deli very Posit ion, nav igation, an d t iming(PNT)

RAYTHEON COMPETENCYVehicle integra t ion expe rt ise Seekers and payloads Advanced guidance and control V TECHNOLOGY SOLUTIONAdvanced high speed missiles and hypersonic weapons addressing survivability needs in highly con tested environmen ts RAYTHEON COMPETENCYH igh - power m i cro wave em i t t ers H i gh - en ergy las e r e mi t ters Weapon system integration V TECHNOLOGY SOLUTIONAcce lerated development and fielding of direct ed energy weapons to counter emerging th reats RAYTHEON COMPETENCYRad io frequency (RF)payloads Acoustics and communicationsMulti-sensor fusion/ systems integration V TECHNOLOGY SOLUTIONPe rsis t en t , r esi li ent , IS R capability across space, air, land and marit ime domains

HOME INNO\IAIIVl:. SOLUrJONS f-OR CUSTOMERS MAI 1:. RtALS ANO OOWNLOP.llS CONTACTMERGING TO CREATE RAYTHEON TECHNOLOGIES MATERIALS AND DOWNLOADS INVESTOR PRESENTATION WEBCASTA con ference call to disc uss t h e merger will be held on J une 10, 2019at 8:0 0 a.m. EDT. The dial-in number for theconfe ren ce call will be ( 877) 280-7280. The con ference call will also be audi oc ast online atwww.ra Y.th eon.com /i r and www.utc.com. Individuals may li st en to the call and download char t s that will be used during the call. These charts will be available prior t o t he call. United C Technologies CLICK FOR I NVES TOR INFORMATION Press Release Fact Sheet Raytheon CLICK FOR I NVES TOR INFORMATION

HOMl INNOVATIVl SOLUt ION;;O CU S I UM 1<S MA I HI A\ SANO DOWNLOADS CONTACT MERGING TO CREATE RAYTHEON T ECHNOLOGIES CONTACT UNITED TECHNOLOGIES Media RelationsBethany Sherman - Teneo•1.9 17.373 .6465 InvestoRr elations CarrollLane1.860 .728.7575 Investor Relations Kelsey OeBriyn1.781.522.5141 RAYTHEONMedia Relations Corinne Kovalsky1.781.522.58990

Cautionary Statement

This communication contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide Raytheon Company’s and United Technologies’ respective management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “confident,” “on track” and other words of similar meaning. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax rates, R&D spend, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness, other anticipated benefits of the proposed merger or the spin-offs by United Technologies of Otis and Carrier into separate independent companies (the “separation transactions”), including estimated synergies and customer cost savings resulting from the proposed merger, the expected timing of completion of the proposed merger and the separation transactions, estimated costs associated with such transactions and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries and markets in which United Technologies and Raytheon Company operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction and in both the commercial and defense segments of the aerospace industry, levels of air travel, financial condition of commercial airlines, the impact of weather conditions and natural disasters, the financial condition of our customers and suppliers, and the risks associated with U.S. government sales (including changes or shifts in defense spending due to budgetary constraints, spending cuts resulting from sequestration, a government shutdown, or otherwise, and uncertain funding of programs); (2) challenges in the development, production, delivery, support, performance and realization of the anticipated benefits (including our expected returns under customer contracts) of advanced technologies and new products and services; (3) the scope, nature, impact or timing of the proposed merger and the separation transactions and other merger, acquisition and divestiture activity, including among other things the integration of or with other businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs and expenses; (4) future levels of indebtedness, including indebtedness that may be incurred in connection with the proposed merger and the separation transactions, and capital spending and research and development spending; (5) future availability of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope of future repurchases by the companies of their respective common stock, which may be suspended at any time due to various factors, including market conditions and the level of other investing activities and uses of cash, including in connection with the proposed merger; (7) delays and disruption in delivery of materials and services from suppliers; (8) company and customer-directed cost reduction efforts and restructuring costs and savings and other consequences thereof (including the potential termination of U.S. government contracts and performance under undefinitized contract awards and the potential inability to recover termination costs); (9) new business and investment opportunities; (10) the ability to realize the intended benefits of organizational changes; (11) the anticipated benefits of diversification and balance of operations across product lines, regions and industries; (12) the outcome of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact of the negotiation of collective bargaining agreements and labor disputes; (15) the effect of changes in political conditions in the U.S. and other countries in which United Technologies, Raytheon Company and the businesses of each operate, including the effect of changes in U.S. trade policies or the U.K.’s pending withdrawal from the European Union, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act of 2017), environmental, regulatory and other laws and regulations (including, among other things, export and import requirements such as the International Traffic in Arms Regulations and the Export Administration Regulations, anti-bribery and anti-corruption requirements, including the Foreign Corrupt Practices Act, industrial cooperation agreement obligations, and procurement and other regulations) in the U.S. and other countries in which United Technologies, Raytheon Company and the businesses of each operate; (17) negative effects of the announcement or pendency of the proposed merger or the separation transactions on the market price of United Technologies’ and/or Raytheon Company’s respective common stock and/or on their respective financial performance; (18) the ability of the parties to receive the required regulatory approvals for the proposed merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and approvals of United Technologies’ shareowners and Raytheon Company’s shareholders and to satisfy the other conditions to the closing of the merger on a timely basis or at all; (19) the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement; (20) risks relating to the value of the United Technologies’ shares to be issued in the proposed merger, significant transaction costs and/or unknown liabilities; (21) the possibility that the anticipated benefits from the proposed merger cannot be realized in full or at all or may take longer to realize than expected, including risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (22) risks associated with transaction-related litigation; (23) the possibility that costs or difficulties related to the integration of United Technologies’ and Raytheon Company’s operations will be greater than expected; (24) risks relating to completed merger, acquisition and divestiture activity, including United Technologies’ integration of Rockwell Collins, including the risk that the integration may be more difficult, time-consuming or costly than expected or may not result in the achievement of estimated synergies within the contemplated time frame or at all; (25) the ability of each of Raytheon Company, United Technologies, the companies resulting from the separation transactions and the combined company to retain and hire key personnel; (26) the expected benefits and timing of the separation transactions, and the risk that conditions to the separation transactions will not be satisfied and/or that the separation transactions will not be completed within the expected time frame, on the expected terms or at all; (27) the intended qualification of (i) the merger as a tax-free reorganization and (ii) the separation transactions as tax-free to United Technologies and United Technologies’ shareowners, in each case, for U.S. federal income tax purposes; (28) the possibility that any opinions, consents, approvals or rulings required in connection with the separation transactions will not be received or obtained within the expected time frame, on the expected terms or at all; (29) expected financing transactions undertaken in connection with the proposed merger and the separation transactions and risks associated with additional indebtedness; (30) the risk that dissynergy costs, costs of restructuring transactions and other costs incurred in connection with the separation transactions will exceed United Technologies’ estimates; and (31) the impact of the proposed merger and the separation transactions on the respective businesses of Raytheon Company and United Technologies and the risk that the separation transactions may be more difficult, time-consuming or costly than expected, including the impact on United Technologies’ resources, systems, procedures and controls, diversion of its management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties. There can be no assurance that the proposed merger, the separation transactions or any other transaction described above will in fact be consummated in the manner described or at all. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the reports of United Technologies and Raytheon Company on Forms 10-K, 10-Q and 8-K filed with or furnished to the Securities and Exchange Commission (the “SEC”) from time to time. Any forward-looking statement speaks only as of the date on which it is made, and United Technologies and Raytheon Company assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Additional Information

In connection with the proposed merger, United Technologies will file a registration statement on Form S-4, which will include a document that serves as a prospectus of United Technologies and a joint proxy statement of United Technologies and Raytheon Company (the “joint proxy statement/prospectus”), and each party will file other documents regarding the proposed merger with the SEC. In addition, in connection with the separation transactions, subsidiaries of United Technologies will file registration statements on Form 10 or S-1. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive joint proxy statement/prospectus will be sent to United Technologies’ shareowners and Raytheon Company’s shareholders. Investors and security holders will be able to obtain the registration statements and the joint proxy statement/prospectus free of charge from the SEC’s website or from United Technologies or Raytheon Company. The documents filed by United Technologies with the SEC may be obtained free of charge at United Technologies’ website at www.utc.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from United Technologies by requesting them by mail at UTC Corporate Secretary, 10 Farm Springs Road, Farmington, CT, 06032, by telephone at 1-860-728-7870 or by email at corpsec@corphq.utc.com. The documents filed by Raytheon Company with the SEC may be obtained free of charge at Raytheon Company’s website at www.raytheon.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Raytheon Company by requesting them by mail at Raytheon Company, Investor Relations, 870 Winter Street, Waltham, MA, 02541, by telephone at 1-781-522-5123 or by email at invest@raytheon.com.

Participants in the Solicitation

United Technologies and Raytheon Company and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information about United Technologies’ directors and executive officers is available in United Technologies’ proxy statement dated March 18, 2019, for its 2019 Annual Meeting of Shareowners. Information about Raytheon Company’s directors and executive officers is available in Raytheon Company’s proxy statement dated April 16, 2019, for its 2019 Annual Meeting of Shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from United Technologies or Raytheon Company as indicated above.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.