FARMINGTON, Conn., Dec. 11, 2019 /PRNewswire/ -- United Technologies
Corp. (NYSE: UTX) ("UTC") today announced the appointments of an
executive chairman and members of the board of directors for Otis,
the world's leading elevator and escalator company.
Christopher Kearney, currently a
member of the UTC Board of Directors, will serve as executive
chairman of Otis. Judy Marks, who
was previously appointed president & chief executive officer of
Otis, will join the board as will current UTC director Terry McGraw. The nine-member board will also
include independent directors Jeffrey
Black, Kathy Hopinkah Hannan,
Shailesh Jejurikar, Margaret Preston, Shelley Stewart, Jr. and John Walker.
The new board, which becomes effective upon the completion of
Otis' planned separation from UTC in 2020, is comprised of deeply
experienced executives from a diverse range of companies in sectors
including high-tech manufacturing, asset management, consumer
products, professional services and transportation. They have led
companies as CEOs, presidents, chief operating officers and chief
financial officers.
"I'm pleased to announce this important milestone as we prepare
Otis to become an independent public company and continue the
company's industry leadership," said Greg
Hayes, UTC Chairman and CEO. "I want to welcome each new
member of the Otis board of directors and express our appreciation
to Chris and Terry as they transition to Otis' board. These
directors' impressive collective experience and expertise will
deliver strong governance and support the company's priority of
delivering superior returns to shareowners through economic
cycles."
Biographical Information
The Otis board of directors will be comprised of:
Jeffrey H.
Black served as senior partner and vice chairman of
Deloitte LLP. In addition to his management roles, he held the
position of vice chairman of Deloitte's board of directors and
chaired its governance and risk committees. Prior to Deloitte,
Black was a partner at Arthur Andersen. He serves as a director of
Vantage Airport Group, Ltd. (non-public) and Basin Holdings LLC
(non-public).
Kathy Hopinkah Hannan is a
former partner with KPMG where she had a distinguished 30-year
career and held several global leadership roles. She served on
KPMG's U.S. and Americas Management Committees, held the role of
vice chairman of human resources, and was a leader in KPMG's tax
practice. She serves on the boards of Annaly Capital Management and
Blue Trail Software Holding (non-public).
Shailesh G.
Jejurikar is the CEO of Procter & Gamble's
(P&G) Fabric & Home Care, the company's largest business
sector. Jejurikar's career at P&G spans 30 years and includes
leadership roles across a variety of businesses in both developed
and developing regions including North
America, Europe,
Asia and Africa. He also serves as P&G's Executive
Sponsor for Global Sustainability.
Christopher J.
Kearney served as the non-executive chairman of SPX
FLOW, Inc. and as chairman, president & CEO of SPX FLOW. He
held the same roles at SPX Corporation prior to the spin-off that
created SPX FLOW. Kearney joined SPX Corporation as vice president,
secretary and general counsel. He serves as a director of Nucor
Corporation and United Technologies.
Judith F. Marks is
president and CEO of Otis. She joined United Technologies, as
president of Otis, from Siemens, where she served as CEO of
Siemens USA and Dresser-Rand, a Siemens business.
Previously, she held senior leadership roles at Lockheed Martin and
IBM. She is a director of Hubbell, Inc.
Harold W. McGraw III is
the former chairman, president & CEO of the McGraw-Hill
Companies. He was also the president and CEO of the McGraw-Hill
Companies following his role as president and chief operating
officer. McGraw is a director of Phillips 66 Company and United
Technologies.
Margaret M.
Preston served as managing director, Private Wealth
Management for TD Bank with responsibility for overseeing the
northern U.S. region. She was also a managing director and regional
director for U.S. Trust. Earlier in her career, Preston held
senior leadership roles at Mercantile Safe Deposit & Trust
Company and Deutsche Bank. She currently serves as a director of
McCormick & Co., Inc.
Shelley Stewart Jr. served
as chief procurement officer at DuPont de Nemours. Previously he
was senior vice president of operational excellence and chief
procurement officer at Tyco International. Stewart held leadership
roles at Invensys PLC, Raytheon Company and United Technologies. He
is currently the managing partner of Bottom Line Advisory LLC and
serves as a director of Kontoor Brands.
John H. Walker has
served as non-executive chairman, executive chairman, and chairman
and CEO for Global Brass and Copper Holdings, Inc. Prior to this,
he was president and CEO of The Boler Company. He also served as
CEO of Weirton Steel Corporation and held senior management roles
in Kaiser Aluminum Corporation. Walker serves as lead independent
director for Nucor Corporation and as a director of
Owens-Illinois, Inc.
About United Technologies Corporation
United Technologies Corp., based in Farmington, Connecticut, provides
high-technology systems and services to the building and aerospace
industries. By combining a passion for science with precision
engineering, the company is creating smart, sustainable solutions
the world needs. For more information about the company, visit our
website at www.utc.com or on Twitter @UTC.
About Otis
Otis is the world's leading manufacturer and maintainer of
people-moving products, including elevators, escalators and moving
walkways. Founded more than 165 years ago by the inventor of the
safety elevator, Otis offers products and services through its
companies in approximately 200 countries and territories. For more
information, visit www.otis.com or follow Otis
on LinkedIn, YouTube and as @OtisElevatorCo
on Twitter, Facebook and Instagram.
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 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 Rockwell Collins
acquisition, the proposed merger with Raytheon Company ("Raytheon")
or the spin-offs by UTC of Otis and Carrier into separate
independent companies (the "separation transactions"), including
estimated synergies and customer cost savings resulting from the
proposed merger with Raytheon, the expected timing of completion of
the proposed merger and the separation transactions, estimated
costs associated with such transactions and other statements that
are not historical facts. All forward-looking statements involve
risks, uncertainties and other factors that may cause actual
results to differ materially from those expressed or implied in the
forward-looking statements. For those statements, we claim the
protection of the safe harbor for forward-looking statements
contained in the U.S. Private Securities Litigation Reform Act of
1995. Such risks, uncertainties and other factors include, without
limitation: (1) the effect of economic conditions in the
industries and markets in which UTC and Raytheon operate in the
U.S. and globally and any changes therein, including financial
market conditions, fluctuations in commodity prices, interest rates
and foreign currency exchange rates, levels of end market demand in
construction and in both the commercial and defense segments of the
aerospace industry, levels of air travel, financial condition of
commercial airlines, the impact 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 with
Raytheon 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 with Raytheon 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; (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 UTC,
Raytheon 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 UTC, Raytheon 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 UTC' and/or Raytheon'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 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 UTC or Raytheon or both to terminate the merger
agreement; (20) risks relating to the value of the UTC's
shares to be issued in the proposed merger with Raytheon,
significant transaction costs and/or unknown liabilities;
(21) the possibility that the anticipated benefits from the
proposed merger with Raytheon 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 UTC's and Raytheon's operations will be greater than
expected; (24) risks relating to completed merger, acquisition
and divestiture activity, including UTC's 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 UTC,
Raytheon and 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 UTC and
UTC's 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 with Raytheon 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 UTC's estimates; and (31) the impact of the proposed
merger and the separation transactions on the respective businesses
of UTC and Raytheon and the risk that the separation
transactions may be more difficult, time-consuming or costly than
expected, including the impact on UTC's 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
joint proxy statement/prospectus (defined below) and the reports of
UTC and Raytheon 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 UTC assumes 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.
CONTACT:
|
Michele Quintaglie,
UTC
|
|
(860)
493-4364
|
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SOURCE United Technologies Corp.