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 Carrier, a leading global provider of innovative
HVAC, refrigeration, fire, security and building automation
technologies.
John Faraci, currently a member
of the UTC Board of Directors, will serve as executive chairman of
Carrier. David Gitlin, who was
previously appointed president & chief executive officer of
Carrier, will join the board, as will current UTC director
Jean-Pierre Garnier. The
eight-member board will also include independent directors
John Greisch, Charles Holley, Mike
McNamara, Michael Todman and
Virginia Wilson.
The new board, which becomes effective upon the completion of
Carrier's planned separation from UTC in 2020, is comprised of
highly experienced executives from a diverse range of companies in
sectors including technology, manufacturing, healthcare, asset
management, and retail. They have led Fortune 100 companies, global
finance functions, and international operations to deliver value to
shareholders.
"I'm pleased to announce this important step as we make progress
toward establishing Carrier as a stand-alone public company," said
Greg Hayes, UTC Chairman and CEO. "I
want to welcome each new member of the Carrier board of directors
and express our appreciation to John and JP as they transition to
Carrier's board. These directors bring a commitment to strong
governance and deep experience, which will support Carrier's focus
on best-in-class performance for its customers, employees and
shareholders as an independent company."
Biographical Information
Carrier's future board of directors will be comprised of:
John V. Faraci served
as chairman and CEO of International Paper and previously served as
its executive vice president and CFO. He is an operating partner
with the global private equity firm Advent International and serves
as a director of ConocoPhillips Company, PPG Industries, United
States Steel Corporation and United Technologies.
Jean-Pierre Garnier,
Ph.D., is chairman of Idorsia Pharmaceuticals Ltd., and an
operating partner at Advent International. Previously, he was CEO
of Pierre Fabre S.A. and CEO and
executive member of the board of directors of GlaxoSmithKline plc.
He is a director of United Technologies, CARMAT S.A., where he also
serves as chairman of the board, and Radius Health, Inc.
David Gitlin is the
president and CEO of Carrier. He most recently served as president
and chief operating officer of Collins Aerospace Systems.
Previously, Gitlin was president of UTC Aerospace Systems after
leading the integration of Goodrich Corporation with United
Technologies. He also held a series of P&L leadership roles
within UTC's Hamilton Sundstrand division. He began his career at
UTC in 1997 with roles at the corporate office and Pratt &
Whitney.
John J. Greisch is
the chairman of the board of directors of Viant, LLC (non-public),
a leading global services provider to the medical device industry.
He previously served as president and CEO of Hill-Rom Holdings,
Inc. Greisch also served in senior leadership positions with Baxter
International, Inc., including as president of the company's
international operations, CFO, and as president of its BioScience
division. He is a director of Cerner Corporation, Catalent, Inc.,
and Idorsia Pharmaceuticals, Ltd.
Charles M. Holley, Jr. is
the former executive vice president and CFO of Wal-Mart Stores,
Inc., and previously served as its executive vice president,
finance and treasurer, and senior vice president and controller.
Before joining Walmart, Holley served in various roles at Tandy
Corporation and spent more than 10 years with Ernst & Young
LLP. He serves as a director of Amgen, Inc., and Phillips 66
Company.
Michael M. McNamara is the
chairman of PCH International Holdings (non-public) and a venture
partner at Eclipse Ventures. He previously served as CEO of Flex
Ltd., one of the world's largest multinational technology
manufacturing companies. He held a variety of leadership positions
at Anthem Electronics, Pittiglio Rabin Todd & McGrath, Intel
and Ford Motor Company. He serves as a director of Workday, Inc.,
Slack Technologies, Inc., and Skyryse, Inc. (non-public).
Michael A. Todman is
the former vice chairman and a member of the board of directors of
Whirlpool Corporation. He previously served as president, Whirlpool
International; president, Whirlpool North America; and executive
vice president and president, Whirlpool Europe. He is a director of
Newell Brands, Inc., Brown-Forman
Corporation and Prudential Financial, Inc.
Virginia M. (Gina) Wilson
is the former senior executive vice president and CFO of Teachers
Insurance and Annuity Association of America (TIAA). She previously
served as CFO of Wyndham Destinations (formerly Wyndham Worldwide
Corporation) and as executive vice president and chief accounting
officer at Cendant Corporation. She held roles at MetLife,
Transamerica and Deloitte. She serves as a director of Conduent,
Inc., and Charles River Laboratories International, 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 Carrier
Carrier is a leading global provider of
innovative HVAC, refrigeration, fire, security and building
automation technologies. Supported by the iconic Carrier name, the
company's portfolio includes industry-leading brands such as
Carrier, Kidde, Edwards, LenelS2 and Automated Logic. Carrier's
businesses enable modern life, delivering efficiency, safety,
security, comfort, productivity and sustainability across a wide
range of residential, commercial and industrial applications. For
more information, visit www.Corporate.Carrier.com or
follow us on social media at @Carrier.
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
www.utc.com
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SOURCE United Technologies Corp.