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United Technologies and Raytheon have agreed to an all-stock merger, creating the second-largest defense-and-aerospace company in the U.S. after Boeing (BA) with combined annual sales of around $74B. The deal won't include United Tech's (UTX) elevator (Otis) and air conditioning units (Carrier), which it plans to spin off in 2020. Raytheon's (RTN) Tom Kennedy will become executive chairman of the combined company, to be called