United Technologies (UTX) Says Honeywell (HON) Combination Would be Blocked Outright

February 26, 2016

This morning Honeywell released the details of its February 19 proposal to acquire United Technologies, and over the past few days, there has been much written and said about a possible deal. I want to take this opportunity to set the record straight on a number of issues. At UTC, we are focused on creating shareholder value and we evaluate all opportunities that benefit our shareholders. This can be seen through our actions, whether it is divesting Sikorsky, repurchasing shares or making the difficult decision to undertake a large restructuring program.

We have discussed a combination with Honeywell on-and-off for years to determine if there was a way to create shareholder value. However, after the exploratory discussions last spring it became clear that the regulatory environment had shifted dramatically during the course of 2015. After consultation with our legal advisors, we concluded that a combination would be blocked outright or, even if it were possible to complete a transaction, the regulatory delay, required divestitures, and customer concerns and concessions would ultimately destroy shareholder value far beyond any synergies. It would also have a material negative impact on UTC's operations, customer relationships and talent retention. It would be irresponsible for UTC to move forward with the proposed combination under these circumstances. The attached document provides a more thorough summary of our regulatory position.

Notwithstanding the significant regulatory challenges and customer concerns, Honeywell's proposal grossly undervalues UTC and overstates potential synergies. Effectively Honeywell's proposal is a leveraged buyout of UTC using UTC's own strong balance sheet. Putting aside the insurmountable regulatory risks, the proposal is not an attractive deal for UTC's shareholders and does not reflect UTC's strong long term outlook. The attached slide deck provides a detailed analysis supporting this position.

Despite the speculation surrounding the potential combination, UTC will remain laser focused on our key priorities – program execution, innovation, cost reduction and disciplined capital allocation. Our outlook remains strong. We have innovative products, such as our revolutionary Geared Turbofan engine, industry-leading franchises with global scale and solid market fundamentals in our core businesses. As a result, UTC is well positioned to deliver strong earnings growth and create shareholder value well into the future.

Sincerely,