EX-99.2 3 exhibit.htm
Exhibit 99.2
 
 
 UTC Assessment of Honeywell Proposal  February 26, 2016 
 

   This presentation includes statements that constitute “forward-looking statements” under the securities laws. Forward-looking statements often contain words such as “believe,” “expect,” “plans,” “project,” “target,” “will,” “should,” “see,” “confident”, “ensure” and similar terms. Forward-looking statements may include, among other things, statements regarding transactions involving Honeywell; the plans, strategies, and objectives of UTC for future operations; future and estimated sales, earnings, cash flow, charges, expenditures and share repurchases; anticipated growth in sales; new products and their entry into service; anticipated benefits of organizational changes; and other measures of financial or operational performance. There can be no assurance that any future events will occur as anticipated, if at all, or that actual results will be as expected. All forward-looking statements involve risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements speak only as of the date of this presentation and we undertake no obligation to update or revise any forward-looking statements as of a later date.  
 

   Executive summary  2  UTC opposes a combination with Honeywell which would encounter significant regulatory opposition and customer concerns, and create insurmountable conditions to complete a transactionSignificant regulatory challenges in U.S., EU, China, Brazil, Canada and elsewhereNegative impact on customers (Airbus, Boeing, DoD) – recent public statements regarding concerns over supplier consolidation Possibility of failed deal scenario with negative financial, operational, customer, and talent impacts, regardless of whether or not the deal is completedNotwithstanding significant regulatory and customer concerns regarding consolidation, the proposal fails to consider the following Proposed synergies do not consider the impact from significant divestitures and customer concessionsProposed value is wholly insufficient, not taking into account the significant earnings and cash flow prospects of UTC 
 

 Customer & regulatory  3  Significant overlap across the portfolio                                                                 Overlap with UTC  UTC: $56.3B (2015)    Aerospace Engines APUsAvionics Space productsECSElectric power Engine systems/accessoriesAircraft lightingSensors Landing systems (W&B) Actuation/flight controlsManagement & technical servicesAutomation & ControlSecurity & life safety Environment & combustion controlsBuilding solutions/services Scanning & mobility Process automation    HON: $38.6B (2015)  Significant overlap would either block deal outright or result in substantial divestitures that would erode value of combination 
 

 Snapshot of aircraft content overlap    Auxiliary Power Systems    Cargo Systems    Secondary Flight Controls    Ice Detection & Removal    Ice Protection    Primary and Secondary Actuation    Fuel Measurement SystemsFuel Tank SafetyWiring Harness    Fuel Metering Units    Landing GearWheels & BrakesBrake ControlProximity Sensing    Pneumatic Starters  Humidification      Ventilation Controls    Heat Exchangers  Valves    FADECNacelle, Fan & Inlet CowlsThrust ReverserExhaust NozzlePylons                      Engine Fuel Pumps  Engines      Interior Lighting    Pilot Controls    Vehicle Health Management    Composite Radomes    Air Data, Sensors & Systems    Pilot / Crew Seats    Cabin Pressure Control    Ram Air Turbines  Electric Power Distribution Systems  Security Systems    Smoke Detection    Fire Detection      Air Conditioning Packs        Pressure Transducers  Fuel Boost Pumps  Engine Bleed    Engine Components  Fans    Electric Power Generating Systems  Fuel Injection SystemsFuel Control SystemsEngine Actuation            Engine Gearboxes  Lube & Scavenge Pumps    Flight Control Surfaces    Flight Control  Fire Suppression      Primary Flight Controls    Passenger Service Units    Potable Water Systems  Inerting Systems          Air Turbine Starters    Exterior Lighting    Airframe Accessory Transmissions    Vapor Cycle Cooling  Temperature Control      Heating Systems & Composites    OBIGGS Compressor    AvionicsDisplaysCommunications    Inertial Sensors    Thermostats    Overlap areas        4  Combination would provide internal systems from nose to tail, creating anti-competitive concerns 
 

 Customer & regulatory      UTC  Honeywell    Intrusion panels  AdvisorOne, Concord, Monitor,NetworX, Simon, ZeroWire  ADEMCO VISTA, OMNI, LYNX    Wired glass break sensors  Aritech  FlexGuard    Wireless sensors  Garage door, door/window,image, motion, shock, glassbreak, panic, smoke/heat, CO  Door/window, motion, CO, smoke/heat, glass break, asset    Fire panels  Chubb, Edwards, GST  Notifier, Silent Knight,Gamewell-FCI, Fire-Lite    Aspirating smoke detectors  Atmosfire, AIRSense, AIR-Intelligence, ORION  FAAST, HI-SPEC, ALL-SPEC, TITANUS, Compact ASD, Xtralis1 VESDA/ICAM     Comm’l fire detection  Chubb, Edwards,Kidde, GST  Notifier, Gamewell-FCI,Fire-Lite, System Sensor    Comm’l fire alarm  Chubb, Edwards, GST  Gamewell-FCI, System Sensor  5  Commercial product overlap  1. Xtralis acquisition announced 2/4/2016, expected closing 2Q16Source: Company websites  Security  Fire 
 

 Customer & regulatory  6  Recent environment has become more stringent  Pentagon officials warned on Wednesday against further consolidation in the U.S. weapons industry because fewer defense contractors could lead to higher costs, decreased innovation and less competition."What I said then and still believe is that it was important to avoid excessive consolidation in the defense industry to the point where we did not have multiple vendors who could compete with one another on many programs," Carter told reporters.  U.S. antitrust enforcers are responding forcefully to the flurry of mergers in highly concentrated industries and may be emboldened by recent victories. Mega deals pending in industries including health insurance, drug stores, pharmaceuticals and chemicals are facing scrutiny from the FTC and the Justice Department, which share antitrust enforcement authority.   The European Commission launched an investigation into the alleged anticompetitive behavior by aerospace OEMs in the provision of aftermarket services in September 2015 focusing on Honeywell in APUs    Airlines are seeking legal advice to examine whether they are being gouged on the cost of the equipment they buy, including jetliners and the engines that power them, according to Willie Walsh, chief executive of British Airways parent International Consolidated Airlines Group SA.“We have asked the team at IATA to engage external legal counsel to start looking into this issue,” Mr. Walsh said. The group will explore whether manufacturers and aftermarket parts suppliers are complying with competition rules.    June 8, 2015  September 30, 2015  February 4, 2016  Boeing is the biggest customer of most aerospace suppliers, and is slowing some acquisitions by using its power to approve the transfer of its supply contracts from one owner to another.Boeing can act like as an unofficial regulator on aerospace mergers and acquisitions because of the "assignability clause" inserted in most of its contracts with suppliers. The clause allows Boeing to refuse to transfer the contracts to the new owners, giving it a de facto veto over deals.  August 30, 2015  Combination would encounter significant regulatory challenges both domestically and abroad 
 

 Customer & regulatory  7  Recent customer reactions  Healthy competition in our supply chain is vitally important to Boeing and our commercial and military customers . . . we would anticipate taking a very close look at the potential impact on us and our customers of a Honeywell-UTC merger or acquisition.  February 24, 2016  I do not see that such a combination would be in the interests of Airbus…I am under the impression that the UTC leadership shares my assessment.  Tom EndersFebruary 24, 2016  Proposed combination will face significant objection from customers        Canadian aircraft maker Bombardier told the FT that it would also object to any merger, reflecting widespread industry unease over the dominance such an enlarged supplier would have and the erosion of competition.  February 24, 2016  I don’t think that would be good, at least for Embraer. On the E2 they are major suppliers and if they become one supplier they will have an enormous stake. So that’s something we are looking carefully at.   Frederico CuradoFebruary 26, 2016 
 

   Learning from history  8  Failed mega-merger between HON and GE  2000  2001  2002  2003  2004  2005  9/11  "The merger between GE and Honeywell, as it was notified, would have severely reduced competition in the aerospace industry and resulted ultimately in higher prices for customers, particularly airlines." – Mario Monti (European Commissioner), July 3, 2001  2000–2005change  UTC +65%  HON (38%)  Oct 200019th: HON confirms merger discussions with UTC 20th: HON/UTC announce termination  June 2001News of the European Commission’s intent to block the merger  July 3, 2001European Commission officially rejects the merger Bonsignore resigns effective immediately, replaced by Bossidy  May 3, 2001DoJ approves merger with limited divestitures required  Oct 22, 2000GE announces acquisition of HON  Feb/July 2002Cote named CEO in Feb and Chairman in July  “A decade and a half ago, Honeywell botched a merger with AlliedSignal, leaving rifts in the management of the company that hampered cooperation and hurt morale. It left a mess that employees nicknamed “Honey Hell.” The wounded company was then almost taken over by GE, but when European regulators shot down the acquisition, it was left with bleak prospects.” – Wall Street Journal (Sept. 1, 2015) 
 

   Contribution analysis    9  (2016E consensus financials)  Net income  EBIT  EBITDA  Sales  Free cash flow                                        UTC represents a majority of the financial contributions of the combined company 
 

   Financial assessment  Proposal grossly undervalues UTC  10    Premium / (discount) to: 52-week high of $124.45 6-mo VWAP of $92.95 2/18/16 close of $88.36  (19%)9%15%  HON proposal   101  stock  cash  < 108HON stated value    HON equity value   $83B  UTC equity value   $74B  New debt issued   ($36B)  Combined equity value  $121B   x UTC 40% ownership  $48B   ÷ UTC 833m shares  $58 / share  ($, per share)  Equity value as of 2/18/2016 
 

   synergy benefits overstated   11    HON’s assumed $3.5B synergy figure is highly aggressive (~8.5% of HON sales)Both companies already operating at best in class marginsDoes not include impact of required divestitures  ~6%  TYC/JCI(2016)  ~6%  ~5%  UTC/GR(2012)  ~4%  IR/Trane(2008)  ALD/HON(1999)  Relevant synergy benchmarks (% of smaller company sales, pre-divestitures)  Projected synergies are unrealistic and have no precedent  $3.5B(~8.5%)HON est.  $2.5B(~6.0%)UTC est. 
 

   value destruction  Regulatory divestitures and customer concessions  12  Significant value destruction likely from regulatory divestitures and aerospace customer concessions  (Present value, $ billions)    Value  Comments  Theoretical value of synergies  23  $2.5B annualized @ 9.3x blended EBITDA  Restructuring cost  (3)  $3B cash restructuring  Synergies lost from divestitures  (5 – 9)  $0.5-1B synergy loss from divestitures @ 9.3x blended EBITDA  Valuation leakage from divestitures  (2 – 3)  1.5-2x discount to blended EBITDA multiple  Tax leakage from divestitures  (4 – 5)  Low tax basis on divested assets  Aero customer concessions  (5 – 10)  5-10% price reduction on OE portion of retained aerospace business  Net value creation  (7) – 4    
 

   Utc Long-term value creation  Meaningful actions to drive long-term growth  13  Today, UTC is…Flatter – Leaner – Agile – Closer to customers – Regionally scaled - Collaborative  Streamlined portfolio – divested SikorskyFocused, simplified organizational structureContinued restructuringInvestment in new aerospace programsIncreased return of capital to shareholders - $22B from 2015-17 
 

   Utc long-term value creation  Positioned for long-term growth  14  10%+  5 - 7%  4 - 5%  ~7,000 engine orders* with industry leading GTF technology… reducing fuel burn, emissions, noise  30+ systems nose to tail… technology enabling advanced system integration, content per platform up >50%  4 - 5%  Leveraging 1,800 branches, 3M unit installed base, 1.9M units under service to meet unique customer needs   World-class brands serve growing middle class… innovating in efficiency, sustainability and intelligent systems   * announced and unannounced firm & option orders  (2016E-20E organic sales CAGR)       
 

 conclusion  15  UTC opposes a combination with Honeywell which would encounter significant regulatory opposition and customer concerns, and create insurmountable conditions to complete a transactionSignificant regulatory challenges in U.S., EU, China, Brazil, Canada and elsewhereNegative impact on customers (Airbus, Boeing, DoD) – recent public statements regarding concerns over supplier consolidation Possibility of failed deal scenario with negative financial, operational, customer, and talent impacts, regardless of whether or not the deal is completedNotwithstanding significant regulatory and customer concerns regarding consolidation, the proposal fails to consider the following Proposed synergies do not consider the impact from significant divestitures and customer concessionsProposed value is wholly insufficient, not taking into account the significant earnings and cash flow prospects of UTC