RTX (RTX) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A95 rewritten273 added104 removed75 unchanged
All filing items319 rewritten4,571 added374 removed303 unchanged
Summary
counted, not written
- Item 1A lists 27 risk factor headings: 16 new, 8 reworded and 3 unchanged since FY2019. 9 headings from FY2019 no longer appear.
- Sentence by sentence, 4,571 added, 374 removed, 319 rewritten and 303 unchanged across 21 items that differ.
New Item 1A headings (16)
- Coronavirus Disease 2019 (COVID-19) Has Affected and Will Continue to Affect Our Business, Supply Chains, Operations and the Industries in which We Operate.
- Changes in U.S. Government Defense Spending Could Negatively Impact Our Financial Position, Results of Operations, Liquidity and Overall Business.
- We Face Risks Relating to Our U.S. Government Contracts and the Mix of Our U.S. Government Contracts and Programs that Could Negatively Impact our Financial Condition, Results of Operations, Liquidity and Overall Business.
- Our Financial Performance Is Dependent on the Condition of the Aerospace Industry.
- Our Products Must Meet or Exceed Stringent Performance and Reliability Standards.
- We Depend On the Recruitment and Retention of Qualified Personnel, and Our Failure to Attract, Train and Retain Such Personnel and to Maintain our Corporate Culture and High Ethical Standards Could Seriously Harm Our Business.
- Our Business and Financial Performance May Be Adversely Affected By Threats to Our Physical Security and Other Events Outside Our Control
- As a U.S. Government Contractor, We are Subject to Risks Relating to U.S. Government Audits, Investigations, and Disputes.
- We Use Estimates in Accounting For Many of Our Programs, and Changes in our Estimates Could Adversely Affect Our Future Financial Results.
- Significant Changes in Key Estimates and Assumptions, Such as Discount Rates and Assumed Long-term Return on Plan Assets (ROA), as well as Our Actual Investment Returns on Our Pension Plan Assets and Other Actuarial Factors, Could Affect Our Earnings, Equity and Pension Contributions in Future Periods.
- Goodwill and Other Intangible Assets Represent a Significant Portion of Our Assets, and Any Impairment of These Assets Could Negatively Impact Our Results of Operations and Financial Condition.
- We Face Certain Significant Risk Exposures and Potential Liabilities That May Not Be Adequately Covered By Indemnity or Insurance.
- We May Be Unable to Successfully Integrate the Legacy Businesses of United Technologies Corporation (UTC) and Raytheon and Realize the Anticipated Benefits of the Raytheon Merger.
- We May Not Be Able to Engage in Desirable Capital-Raising or Strategic Transactions.
- If Either Distribution, Together with Certain Related Transactions, Were to Fail to Qualify as a Transaction that is Generally Tax-Free, Including as a Result of Subsequent Acquisitions of Our Stock (Including Pursuant to the Raytheon Merger) or the Stock of Carrier or Otis, We Could Be Subject to Significant Tax Liabilities.
- If We Fail to Manage Potential Future Acquisitions, Investments, Divestitures, Joint Ventures and Other Transactions Successfully, These Activities Could Adversely Affect Our Future Financial Results.
Removed Item 1A headings (9)
- Our Financial Performance Is Dependent on the Conditions of the Construction and Aerospace Industries.
- Disruptions or Price Increases Could Increase Our Operating Costs and Adversely Impact the Competitive Positions of Our Products.
- We May Not Complete the Separation Transactions or Complete Them Within the Time Frame We Anticipate; The Separation Transactions May Present Difficulties That Could Have an Adverse Effect on Us and/or the Independent Businesses Resulting from the Separation, and/or Costs Associated with the Separation Transactions May Be Higher Than Anticipated; The Independent Businesses May Underperform Relative to Our Expectations; We May Not Realize Some or All of the Expected Benefits of the Separation Transactions.
- If the Separation Transactions Are Completed, UTC and the Independent Businesses’ Operational and Financial Profiles Will Change and Each Will Be a Less Diversified Company Than UTC as It Exists Today.
- We May Not Complete The Combination With Raytheon Or Complete The Combination Within The Time Frame We Anticipate; The Combined Business May Underperform Relative To Our Expectations; The Combination May Cause Our Financial Results To Differ From Our Expectations Or The Expectations Of The Investment Community; We May Not Be Able To Achieve Anticipated Cost Savings Or Other Anticipated Benefits.
- We Engage in Acquisitions and Divestitures, and May Encounter Difficulties Integrating Acquired Businesses with, or Disposing of Divested Businesses From, Our Current Operations; Therefore, We May Not Realize the Anticipated Benefits of these Acquisitions and Divestitures.
- Our Debt Levels and Related Debt Service Obligations Could Have Negative Consequences; Our Ability to Access Debt May Be Affected by Our Increased Indebtedness, Changes in Global Capital Markets, Our Financial Performance or Outlook, the Expected Separation Transactions or Our Credit Ratings.
- Our Business May Be Affected by Government Contracting Risks.
- Our Defined Benefit Pension Plans are Subject to Financial Market Risk that Could Adversely Affect Our Results.
Reworded Item 1A headings (8)
- Our
[removed: Global Growth][added: Business] May be [added: Adversely] Affected by [added: Changes in] Global Economic, Capital Market and Political Conditions. - Our International Operations Subject Us to Economic Risk As Our Results of Operations [added: and Liquidity] May Be Adversely Affected by Changes in Foreign Currency Fluctuations, Economic Conditions, [added: Political Factors,] Trade Policies, [added: Sales Methods,] and Changes in Local Government Regulation.
- We Design, Manufacture and Service Products that Incorporate Advanced Technologies; The Introduction of New Products and Technologies Involves Risks and We May Not Realize the Degree or Timing of Benefits Initially
[removed: Anticipated.][added: Anticipated; Competition May Reduce Our Revenues and Segment Share and Limit Our Future Opportunities.] - We Use a Variety of Raw Materials, Supplier-Provided Parts, Components, Sub-Systems and Contract Manufacturing Services in Our Businesses, and Significant Shortages, Supplier Capacity Constraints, Supplier Production [added: Disruptions or Price Increases Could Increase Our Operating Costs and Adversely Impact the Competitive Positions of Our Products.]
- Exports [added: and Imports] of Certain of Our Products Are Subject to Various Export
[removed: Control and][added: Control,] Sanctions [added: and Import] Regulations and May Require Authorization From the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of the[removed: Treasury][added: Treasury, the U.S. Department of Homeland Security, the U.S. Department of Justice] or Regulatory Agencies of Other Countries. - Our Business and Financial Performance May Be Adversely Affected By Cyber-attacks on Information Technology Infrastructure and Products
[removed: and Other Business Disruptions] - We Are Subject to Litigation, Environmental, Product
[removed: Safety,][added: Safety and Reliability,] Anti-Corruption and Other Legal and Compliance Risks. - Quarterly Cash Dividends and Share Repurchases
[removed: May Be Discontinued or Modified,]Are Subject to a Number of[removed: Uncertainties][added: Uncertainties,] and May Affect the Price of Our Common Stock.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
95 rewritten, 273 added, 104 removed, 75 unchanged
Our [removed: Global Growth] [added: Business] May be [added: Adversely] Affected by [added: Changes in] Global Economic, Capital Market and Political Conditions.
Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including credit market conditions, levels of consumer and business confidence, commodity prices, exchange rates, [added: potential changes in policy positions or priorities that emerge from a new U.S. Administration due to a variety of factors,] levels of government spending and deficits, [added: the threat environment,] trade policies, political conditions, actual or anticipated default on sovereign debt and other challenges that could affect the global economy.
Tightening of credit in financial markets could adversely affect the ability of our customers and suppliers to obtain financing for significant purchases and operations, could result in a decrease in or cancellation of orders for our products and services, and [added: could] impact the ability of our customers to make payments.
Our global business is also adversely affected by decreases in the general level of economic activity, such as decreases in business and consumer spending, air travel, [removed: construction activity,] the financial strength of airlines and business jet operators, and government procurement.
Our Financial Performance Is Dependent on the [removed: Conditions] [added: Condition] of the [removed: Construction and] Aerospace [removed: Industries.][added: Industry.]
[removed: The results] [added: Our aerospace businesses constitute a substantial portion] of our [removed: commercial] [added: financial results,] and [removed: military aerospace businesses, which generated approximately 59 percent] [added: the performance] of [removed: our consolidated sales in 2019, are] [added: those businesses is] directly tied to the economic conditions in the commercial [removed: aviation and defense industries,] [added: aerospace industry,] which [removed: are] [added: is] cyclical in nature.
Capital spending and demand for aircraft engines, aerospace products and component aftermarket parts and services by commercial airlines, aircraft operators and aircraft manufacturers are influenced by a wide variety of factors, including current and predicted traffic levels, load factors, aircraft fuel prices, labor issues, airline profits, airline consolidation, bankruptcies, competition, the retirement of older aircraft, regulatory changes, terrorism and related safety concerns, general economic conditions, corporate profitability, cost reduction efforts and [removed: RPO] [added: remaining performance obligations] levels.
Other factors, including future terrorist actions, aviation safety concerns, pandemic health issues or major natural disasters, could also dramatically reduce the demand for [added: commercial] air travel, which could negatively impact the sales and margins of our aerospace businesses.
Additionally, because a substantial portion of product deliveries to commercial aerospace customers are scheduled for delivery [removed: beyond 2020,] [added: in 2021 and beyond,] changes in economic conditions may cause customers to request that firm orders be rescheduled or canceled.
In addition, our aerospace businesses face intense competition from domestic and [removed: foreign manufacturers of new equipment and spare parts.]
A reduction in spending in the commercial aviation [removed: or defense industries] [added: industry] could have a significant effect on the demand for our products, which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
[removed: Reductions in these existing programs, unless offset by other programs and opportunities,] [added: Any restrictions on the export or import of our products or product lines] could have a material adverse effect on our competitive position, [removed: cash flows,] results of [removed: operations] [added: operations, cash flows] or financial condition.
Our International Operations Subject Us to Economic Risk As Our Results of Operations [added: and Liquidity] May Be Adversely Affected by Changes in Foreign Currency Fluctuations, Economic Conditions, [added: Political Factors,] Trade Policies, [added: Sales Methods,] and Changes in Local Government Regulation.
We conduct our business on a global basis, with [removed: approximately 60% percent] [added: a significant portion] of [removed: our 2019 total segment] sales derived from international operations, including U.S. export sales.
Changes in local and regional economic conditions, including fluctuations in exchange rates, may affect product demand and reported profits in our non-U.S. operations [removed: (especially the commercial businesses and P&WC),] where transactions [removed: are generally] [added: may be] denominated in local currencies.
As a result, our operating margins also may be negatively impacted by worldwide currency fluctuations that result in higher costs for certain [removed: cross border] [added: cross-border] transactions.
[removed: Given that the majority of our sales are non-U.S. based, a] [added: A] strengthening of the U.S. Dollar against other major foreign currencies could adversely affect our results of operations.
[removed: The] [added: In our commercial aerospace businesses, the] majority of [added: our] sales [removed: in the aerospace businesses are transacted in U.S. Dollars,] [added: are,] consistent with established industry practice, [added: transacted in U.S. Dollars,] while the majority of costs at locations outside the U.S. are incurred in the applicable local currency (principally the Euro, the Canadian Dollar, the British [removed: Pound] [added: Pound,] and the Polish Zloty).
Our international sales and operations are subject to risks associated with [removed: changes in] local government laws, regulations and policies, including those related to tariffs and trade barriers, investments, taxation, exchange controls, capital controls, employment regulations, and [removed: repatriation of earnings.][added: cash repatriation.]
The implementation of more restrictive trade policies, including the imposition of tariffs, or the renegotiation of existing trade agreements by the U.S. or by countries where we sell large quantities of products and services or procure supplies and other materials incorporated into our products, including in connection with the United [removed: Kingdom's pending] [added: Kingdom’s] withdrawal from the European Union, could negatively impact our business, results of operations and financial condition.
Our international sales and operations are also sensitive to changes in foreign national priorities, including government budgets, as well as to [added: regional and local] political and economic [removed: instability.][added: factors, including volatility in energy prices, changes in threat environments and geopolitical uncertainties, and changes in U.S. foreign policy.]
International transactions may involve increased financial and legal risks due to differing legal systems and customs [added: and contract laws and regulations, and include contractual terms that differ from those of similar contracts] in [added: the U.S. or that may be interpreted differently in] foreign countries.
[removed: In addition, as part of our globalization strategy, we have invested] [added: We conduct business] in certain [removed: countries,] [added: countries primarily for our commercial aerospace businesses] including Argentina, Brazil, China, India, Indonesia, Mexico, [added: Morocco,] Poland, Russia, South Africa, Turkey, Ukraine and countries in the Middle East and Central Asia, that carry high levels of currency, political, compliance and economic risk.
We expect that sales to these and other emerging [removed: markets] [added: market customers] will continue to account for a significant portion of our [added: commercial aerospace] sales [added: in the long term] as our businesses evolve and as these and other developing nations and regions around the world increase their demand for our [added: products, particularly our aerospace] products.
[removed: Emerging] [added: Operations in emerging] market [removed: operations] [added: countries] can present many risks, including cultural differences (such as employment and business practices), volatility in gross domestic product, economic and government [removed: instability,] [added: instability (particularly in] the [added: Kingdom of Saudi Arabia and other Middle East countries), the] imposition of exchange and capital controls, and the risks associated with exporting components manufactured in those countries for incorporation into finished products completed in other countries.
While these factors and their impact are difficult to predict, any one or more of them could have a material adverse effect on our competitive position, results of operations, cash flows or [removed: financial condition.]
Turkish companies supply components, some of which are sole-sourced, to our aerospace businesses for commercial and military engines and aerospace [removed: products.][added: products, as well as to our defense businesses.]
Depending upon the scope and timing of U.S. sanctions on Turkey and potential reciprocal actions, if any, such sanctions or actions could impact our [removed: aerospace businesses’] sources of supply and could have a material adverse effect on our results of operations, cash flows or financial condition.
We Use a Variety of Raw Materials, Supplier-Provided Parts, Components, Sub-Systems and Contract Manufacturing Services in Our Businesses, and Significant Shortages, Supplier Capacity Constraints, Supplier [removed: Production][added: Production Disruptions or Price Increases Could Increase Our Operating Costs and Adversely Impact the Competitive Positions of Our Products.]
Our reliance on [added: U.S. and non-U.S.] suppliers (including third-party manufacturing [removed: suppliers] [added: suppliers, subcontractors] and [removed: logistics] [added: service] providers) and commodity markets to secure raw materials, parts, components and sub-systems used in our products exposes us to volatility in the prices and availability of these [removed: materials.][added: materials and services.]
In many instances, we depend upon a single source of supply, manufacturing, [removed: logistics] [added: services] support or [removed: assembly] [added: assembly,] or participate in commodity markets that may be subject to allocations of limited supplies by suppliers.
A disruption in deliveries from our suppliers, supplier capacity constraints, supplier production disruptions, supplier quality [removed: issues, closing] [added: issues (such as issues with defects] or [added: fraudulent parts), closing,] bankruptcy [added: or financial difficulties] of our suppliers, price increases, or decreased availability of raw materials or commodities, [added: including as a result of war, natural disaster, health pandemic or other business continuity events,] could have a material adverse effect on our ability to meet our commitments to customers or increase our operating costs.
[removed: And, although] [added: Although] we intend for the [removed: separation transactions] [added: Distributions generally] to be tax-free [removed: to the Company’s shareowners] for U.S. federal income tax purposes, there can be no assurance that [removed: the separation transactions] [added: they] will so qualify.
- maintaining employee [removed: morale and] [added: morale,] retaining key management and other [removed: employees;][added: employees, and managing corporate culture;]
- retaining existing business and operational relationships, including [removed: with] customers, [removed: suppliers,] [added: suppliers and] employees and other counterparties, [added: as may be impacted by contracts containing consent and/or other provisions that may be triggered by the Raytheon Merger,] and attracting new business and operational [removed: relationships;][added: relationships;]
Any of these [removed: factors] [added: factors, depending on the severity and duration of the COVID-19 pandemic and its effects,] could have a material adverse effect on our business, [removed: financial condition,] results of operations, [added: financial condition and] cash [removed: flows and/or the price of our common stock.][added: flows.]
The success of the [removed: combination] [added: Raytheon Merger] will depend, in part, on [removed: the combined company’s] [added: our] ability to successfully combine and integrate [removed: the businesses of] UTC and Raytheon [added: Company’s legacy businesses,] and realize the anticipated benefits, including synergies, cost savings, innovation [added: and technological] opportunities [added: (including technology-driven revenue synergies)] and operational [removed: efficiencies,] [added: efficiencies] from the [removed: combination.][added: Raytheon Merger in a manner that does not materially disrupt existing customer, supplier and employee relations and does not result in decreased revenues due to losses of, or decreases in orders by, customers.]
- managing [removed: larger] [added: a larger, more complex] combined aerospace [removed: systems] and defense [removed: businesses;][added: business;]
- consolidating corporate and administrative infrastructures and eliminating duplicative [removed: operations;][added: operations, including unanticipated issues in integrating information technology, communications and other systems; and]
- coordinating geographically separate [removed: organizations;][added: organizations]
INDUSTRY RISKS
In addition, geopolitical risks, including changes in the threat environment and political conditions, could affect government priorities, budgets and policies, which could impact sales of defense and other products and services.
Coronavirus Disease 2019 (COVID-19) Has Affected and Will Continue to Affect Our Business, Supply Chains, Operations and the Industries in which We Operate.
The COVID-19 pandemic has significantly increased global economic and demand uncertainty.
Public and private sector policies and initiatives in the U.S. and worldwide to address the transmission of COVID-19, such as the imposition of travel restrictions and the adoption of remote working, have impacted the Company’s business, operations and the industries in which we operate.
The disruption to air travel and commercial activities generally, and significant restrictions and limitations on businesses, attributable to the COVID-19 pandemic has negatively impacted the global supply, demand and distribution capabilities of the aerospace and commercial airlines industries.
In particular, the decrease in air travel resulting from the COVID-19 pandemic has resulted in the loss of business and leisure passenger traffic and is adversely affecting our airline and airframer customers, and their demand for our products and services.
Aircraft manufacturers are reducing production rates due to fewer expected aircraft deliveries and cancelling new airframer programs, and, as a result, demand for our original equipment manufacturer (OEM) products has decreased.
In addition, significant declines in aircraft flight hours are resulting in reduced demand for our aftermarket parts and services.
Moreover, airlines and airline leasing companies have been deferring, and are expected to continue to defer, maintenance services, which negatively impacts our related revenues.
Some airlines have accelerated retirement of certain aircraft, thereby eliminating our continuing services and negatively impacting our aftermarket revenues with respect to those aircraft.
Further, a significant portion of our long-term support contracts are driven by actual usage, and decreased usage has, and will continue to, negatively affect our revenues associated with these types of contracts.
COVID-19 may also limit the ability of our customers generally to perform, including in making timely payment to us.
In addition, we provide aircraft financing commitments, in the form of debt or lease financing, to commercial aerospace customers.
COVID-19 may increase the need for these customers to utilize these financing commitments due to the pandemic’s adverse impact on their businesses or the inability of these customers to obtain more favorable terms from other financing sources.
If financing commitments are exercised, the Company will need to divert cash to satisfy them, and these customers may be unable to make payments.
The COVID-19 pandemic has impacted, and will continue to impact, the Company’s supply chains, including the ability of suppliers and vendors to provide their products and services to the Company.
At this time, some of our suppliers have reduced or ceased operations as a result of COVID-19.
This supply chain impact could also contribute to performance delays on our customer obligations and increase our costs.
We are continuing to face operational challenges from the need to protect employee health and safety, workplace disruptions, and restrictions on the movement of people and goods, at our own facilities and at customers and suppliers.
In addition, continued reduced operations and business disruption – including if significant portions of our workforce or our suppliers’ workforces are unable to work effectively due to facilities closures, illness, quarantines, government actions or other restrictions – could hinder or delay our production capabilities generally, and otherwise impede our ability to perform on our obligations to our customers, and may also result in increased costs to us.
The continued spread of COVID-19 may also affect our ability to
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hire, develop and retain our talented and diverse workforce, and to maintain our corporate culture.
Any costs associated with COVID-19 may not be fully recoverable or adequately covered by insurance.
The COVID-19 pandemic also may materially impact U.S. government sales, including changes or shifts in defense spending due to budgetary constraints, the allocation of funds to governmental responses to COVID-19, a failure to complete the government budget process resulting in a Continuing Resolution (CR) or a government shutdown, or otherwise, and uncertain funding of programs.
COVID-19 has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, and creating volatility and unpredictability in financial and capital markets, foreign currency exchange rates, and interest rates.
These impacts and the resulting volatility and disruption to the global capital markets may increase the cost of capital and may adversely impact access to capital for the Company and our suppliers and customers including heightened counter party risks associated with foreign exchange hedging transactions, interest rate swaps, solvency of revolving credit facility banks and the ability to raise capital both short-term and long-term.
The ultimate financial impact of the COVID-19 pandemic is unknown at this time.
The extent of such impact depends on future developments, which are highly uncertain and cannot be predicted in the short- or long-term, including new information which may emerge concerning the scope, severity and duration of the COVID-19 pandemic, as well as any worsening of the pandemic, the effect of mutating strains and whether additional outbreaks of the pandemic will continue to occur, actions to contain the pandemic’s spread or treat its impact, timing of the availability of vaccines, and their distribution, acceptance and efficacy, and governmental, business and individual personal actions taken in response to the pandemic (including restrictions and limitations on travel and transportation, and changes in leisure and business travel patterns and work environments) among others.
Some of these actions and related impacts may be trends that continue in the future even after the pandemic no longer poses a significant public health risk.
Changes in U.S. Government Defense Spending Could Negatively Impact Our Financial Position, Results of Operations, Liquidity and Overall Business.
U.S. government sales constitute a significant portion of our consolidated sales.
Our U.S. government revenues largely result from contracts awarded under various U.S. government programs, primarily defense-related programs with the U.S. Department of Defense (DoD), and a broad range of programs with the U.S. Intelligence Community and other departments and agencies.
Changes in U.S. government defense spending for various reasons, including as a result of potential changes in policy positions or priorities which may result from the recent U.S. presidential and congressional election, could negatively impact our results of operations, financial condition and liquidity.
Our programs are subject to U.S. government policies, budget decisions and appropriation processes which are driven by numerous factors including: (1) geopolitical events; (2) macroeconomic conditions; and (3) the ability of the U.S. government to enact relevant legislation, such as appropriations bills.
In recent years, U.S. government appropriations have been affected by larger U.S. government budgetary issues and related legislation.
In previous years the U.S. government has been unable to complete its budget process before the end of its fiscal year, resulting in both governmental shut-downs and CRs providing only enough funds for U.S. government agencies to continue operating at prior-year levels.
Further, if the U.S. government debt ceiling is not raised and the national debt reaches the statutory debt ceiling, the U.S. government could default on its debts.
As a result, U.S. government defense spending levels are subject to a wide range of outcomes and are difficult to predict beyond the near-term due to numerous factors, including the external threat environment, future governmental priorities and the state of governmental finances.
The results of our commercial businesses, which generated approximately 41 percent of our consolidated sales in 2019, are influenced by a number of external factors including fluctuations in residential and commercial construction activity, regulatory changes, interest rates, labor costs, foreign currency exchange rates, customer attrition, raw material and energy costs, global credit market conditions, and other global and political factors, including trade policies.
A slowdown in building and remodeling activity can adversely affect the financial performance of Otis and Carrier.
In addition, the financial performance of Carrier can be influenced by production and utilization of transport equipment and, particularly in its residential business, weather conditions.
The defense industry is also affected by a changing U.S. and global political environment, continued pressure on U.S. and global defense spending, U.S. foreign policy and the level of activity in military flight operations.
Should overall U.S. Government defense spending decline, it could result in significant reductions to revenue, cash flow, profit and RPO for our military businesses.
One or more of the programs that we currently support or are currently pursuing could be phased-out, limited or terminated.
See Notes 1 and 14 to the Consolidated Financial Statements in our 2019 Annual Report for further discussion of our hedging strategies.
For example, as a condition of sale or award of a contract, some international customers require us to agree to offset arrangements, which may include in-country purchases, manufacturing and financial support arrangements.
The contract may provide for penalties in the event we fail to perform in accordance with the offset requirements.
Disruptions or Price Increases Could Increase Our Operating Costs and Adversely Impact the Competitive Positions of Our Products.
We May Not Complete the Separation Transactions or Complete Them Within the Time Frame We Anticipate; The Separation Transactions May Present Difficulties That Could Have an Adverse Effect on Us and/or the Independent Businesses Resulting from the Separation, and/or Costs Associated with the Separation Transactions May Be Higher Than Anticipated; The Independent Businesses May Underperform Relative to Our Expectations; We May Not Realize Some or All of the Expected Benefits of the Separation Transactions.
In November 2018, we announced our intention to separate into three independent companies: (1) UTC, an aerospace company comprised of the Collins Aerospace Systems and Pratt & Whitney businesses, (2) Otis, and (3) Carrier.
The proposed separations are expected to be effected through spin-offs by UTC of Otis and Carrier that are intended to be tax-free for the Company’s shareowners for U.S. federal income tax purposes.
These separation transactions will be subject to UTC’s agreement to consummate the distributions pursuant to, and subject to the terms and conditions of, the Raytheon merger agreement discussed below, as well as the satisfaction of a number of customary conditions, including, among others, final approval by UTC’s Board of Directors, receipt of tax rulings and a tax opinion from external counsel, the filing with the SEC and effectiveness of Form 10 registration statements for Otis and Carrier and satisfactory completion of financing.
Though UTC has agreed pursuant to, and subject to the terms and conditions of the Raytheon merger agreement, that UTC will consummate separation transactions, the failure to satisfy all of the required conditions could delay the completion of the separation transactions for a significant period of time or prevent them from occurring at all.
Additionally, the separation transactions are complex in nature, and unanticipated developments or changes, including changes in law, the macroeconomic environment and market conditions or regulatory or political conditions may affect our ability to complete one or both of the separation transactions as currently expected, within the anticipated time frame or at all.
Any changes to one or both of the separation transactions or delay in completing one or both of the separation transactions could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than expected.
In addition, the terms and conditions of the required regulatory authorizations and consents that are granted, if any, may impose requirements, limitations or costs, or place restrictions on the conduct of the independent companies or may materially delay the completion of one or both of the separation transactions.
If the separation transactions were ultimately determined to be taxable, we, the Company’s shareowners and/or the new independent companies would incur income tax liabilities that could be significant.
Furthermore, if the separation transactions are completed, we cannot be assured that each separate company will be successful.
Whether or not the separation transactions are completed, our businesses may face material challenges in connection with these transactions, including, without limitation:
- the diversion of management’s attention from ongoing business concerns and impact on the businesses of UTC (including Otis and Carrier) as a result of the devotion of management’s attention to the separation transactions;
- execution and related risks in connection with UTC, Otis and Carrier financing transactions undertaken in connection with the separation transactions;
- foreseen and unforeseen dis-synergy costs, costs of restructuring transactions (including taxes) and other significant costs and expenses; and
- potential negative reactions from the financial markets if we fail to complete the separation transactions as currently expected, within the anticipated time frame or at all.
In addition, if the separation transactions are completed, each of the separate companies will incur ongoing costs, including costs of operating as independent companies, that the separated businesses will no longer be able to share.
Those costs may exceed our estimates or could diminish the benefits we expect to realize from the separation transactions.
If the Separation Transactions Are Completed, UTC and the Independent Businesses’ Operational and Financial Profiles Will Change and Each Will Be a Less Diversified Company Than UTC as It Exists Today.
The separation transactions will result in UTC, Otis and Carrier being less diversified companies with more limited businesses concentrated in their respective industries.
Of note, even if the combination with Raytheon is completed, UTC’s businesses following the expected separation transactions will be significantly more reliant on three customers, namely Airbus, Boeing and the U.S. Government.
As a result, each company may be more vulnerable to changing market conditions, which could have a material adverse effect on its business, financial condition and results of operations.
In addition, the diversification of revenues, costs, and cash flows will diminish, such that each company’s results of operations, cash flows, working capital, effective tax rate, and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished.
It is anticipated that the effective tax rate for each separate company will differ from the UTC consolidated effective tax rate.
If the Separation Transactions Are Completed, There May Be Changes in Our Shareowner Base, Which May Cause the Price of Our Common Stock To Fluctuate.
Investors holding our common stock may hold our common stock because of a decision to invest in a company that operates in multiple markets with a diversified portfolio.
If the separation transactions are completed, shares of our common stock will represent an investment in a business concentrated in the commercial aerospace and defense industry, and shares of the common stock of the new independent companies conducting the Otis and Carrier businesses will represent investments in businesses concentrated in their respective industries.
These changes may not match some shareowners’ investment strategies, which could cause them to sell their shares of our common stock or the common stock of the new independent companies, and excessive selling pressure could cause the market price to decrease following the consummation of the separation transactions.
Additionally, we cannot predict whether the market value of our common stock and the common stock of each of the new independent companies after the separation transactions will be, in the aggregate, less than, equal to or greater than the market value of our common stock prior to the separation transactions.
We May Not Complete The Combination With Raytheon Or Complete The Combination Within The Time Frame We Anticipate; The Combined Business May Underperform Relative To Our Expectations; The Combination May Cause Our Financial Results To Differ From Our Expectations Or The Expectations Of The Investment Community; We May Not Be Able To Achieve Anticipated Cost Savings Or Other Anticipated Benefits.
The completion of the combination with Raytheon is subject to a number of conditions.
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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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BUSINESS OVERVIEW
We are a global premier systems provider of high technology products and services to the aerospace and defense industries.
On April 3, 2020, United Technologies Corporation (UTC) completed the Separation Transactions as defined below, and on April 3, 2020, completed the Raytheon Merger as defined below, to form the new company, Raytheon Technologies Corporation.
As a result of these transactions, we now operate in four principal business segments: Collins Aerospace Systems (Collins Aerospace), Pratt & Whitney, Raytheon Intelligence & Space (RIS) and Raytheon Missiles & Defense (RMD).
*Separation Transactions and Distributions*.
On April 3, 2020, UTC (since renamed Raytheon Technologies Corporation) completed the separation of its business into three independent, publicly traded companies – UTC, Carrier Global Corporation (Carrier) and Otis Worldwide Corporation (Otis) (such separations, the “Separation Transactions”).
UTC distributed all of the outstanding shares of Carrier common stock and all of the outstanding shares of Otis common stock to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date for the distributions (the Distributions).
UTC distributed 866,158,910 and 433,079,455 shares of common stock of Carrier and Otis, respectively in the Distributions, each of which was effective at 12:01 a.m., Eastern Time, on April 3, 2020.
The historical results of Carrier and Otis are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented.
Throughout this Annual Report on Form 10-K, unless otherwise indicated, amounts and activity are presented on a continuing operations basis.
*Raytheon Merger.* On April 3, 2020, following the completion of the Separation Transactions and the Distributions, pursuant to an Agreement and Plan of Merger dated June 9, 2019, as amended, UTC and Raytheon Company (Raytheon) completed their all-stock merger of equals transaction (the Raytheon Merger).
Upon closing of the Raytheon Merger, Raytheon Company became a wholly owned subsidiary of UTC, which changed its name to “Raytheon Technologies Corporation.”
On November 26, 2018, we completed the acquisition of Rockwell Collins (the Rockwell Acquisition), a leader in aviation and high-integrity solutions for commercial and military customers as well as leading-edge avionics, flight controls, aircraft interior and data connectivity solutions.
Refer to “Note 2: Business Acquisitions, Dispositions, Goodwill and Intangible Assets” within Item 8 of this Form 10-K for additional discussion on the Rockwell Acquisition.
Unless the context otherwise requires, the terms “we,” “our,” “us,” “the Company,” “Raytheon Technologies,” and “RTC” mean United Technologies Corporation and its subsidiaries when referring to periods prior to the Raytheon Merger and to the combined company, Raytheon Technologies Corporation, when referring to periods after the Raytheon Merger.
Unless the context otherwise requires, the terms “Raytheon Company,” or “Raytheon” mean Raytheon Company and its subsidiaries prior to the Raytheon Merger.
UTC was determined to be the accounting acquirer in the merger, and as a result the financial statements of Raytheon Technologies for year ended December 31, 2020 include Raytheon Company’s financial position and results of operations for the period subsequent to the completion of the Raytheon Merger on April 3, 2020.
The historical results of Carrier and Otis are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented.
See “Note 3: Discontinued Operations” within Item 8 of this Form 10-K for additional information.
Industry Considerations
Our worldwide operations can be affected by industrial, economic and political factors on both a regional and global level.
Our operations include original equipment manufacturer (OEM) and extensive related aftermarket parts and services related to our aerospace operations.
Our defense business serves both domestic and international customers primarily as a prime contractor or subcontractor on a broad portfolio of defense and related programs for government customers.
Our business mix also reflects the combination of shorter cycles in our commercial aerospace spares contracts and certain service contracts in our defense business primarily at RIS, and longer cycles in our aerospace OEM and aftermarket maintenance contracts and on our defense contracts to design, develop, manufacture or modify complex equipment.
Our customers are in the public and private sectors, and our businesses reflect an extensive geographic diversification that has evolved with continued globalization.
Government legislation, policies and regulations, including regulations related to global warming, carbon footprint and fuel efficiency, can have a negative impact on our worldwide operations.
Government and industry-driven safety and performance regulations, restrictions on aircraft engine noise and emissions, government imposed travel restrictions, and government procurement practices can impact our businesses.
Collins Aerospace and Pratt & Whitney serve both commercial and government aerospace customers.
Revenue passenger miles (RPMs), available seat miles and the general economic health of airline carriers are key barometers for our commercial aerospace operations.
Performance in the general aviation sector is closely tied to the overall health of the economy and is
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positively correlated to corporate profits.
Our commercial aftermarket operations continue to evolve as a significant portion of our aerospace operations’ customers are covered under long-term aftermarket service agreements at both Collins Aerospace and Pratt & Whitney.
These agreements are comprehensive long-term spare part and service agreements with our customers.
RIS, RMD, and the defense operations of Collins Aerospace and Pratt & Whitney are affected by U.S. Department of Defense (DoD) budget and spending levels, changes in demand, changes in policy positions or priorities from a new U.S. Administration and the global political environment.
Total sales to the U.S. government, excluding foreign military sales (FMS), were $26.0 billion, $9.1 billion and $6.6 billion in 2020, 2019 and 2018 or 45.9%, 20.1% and 18.9% of total net sales for those years, respectively.
Impact of the COVID-19 Pandemic
In March 2020, the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government.
The pandemic has negatively affected the U.S. and global economy, disrupted global supply chains and financial markets, and resulted in significant travel restrictions, mandated facility closures and shelter-in-place and social distancing orders in numerous jurisdictions around the world.
Raytheon Technologies is taking all prudent measures to protect the health and safety of our employees, such as practicing social distancing, performing deep cleaning in all of our facilities, temperature screening, health questionnaires and enabling our employees to work from home where possible.
The information set forth in the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Annual Report, filed as Exhibit 13 to this Form 10-K, is incorporated herein by reference.
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Our primary market exposures are to fluctuations in foreign currency exchange rates and interest rates as it relates to our market risk sensitive instruments, which are primarily cash, debt and derivative instruments.
To quantify our market risk exposure, we perform a sensitivity analysis based on hypothetical changes in foreign currency exchange rates and interest rates.
We changed our methodology for quantifying our market risk exposure in the second quarter of 2020 to better align with how we manage our risk exposure.
Refer to “Note 1: Basis of Presentation and Summary of Accounting Principles,” “Note 10: Borrowings and Lines of Credit” and “Note 15: Financial Instruments” within Item 8 of this Form 10-K for additional discussion of foreign currency exchange, interest rates and financial instruments.
Foreign Currency Exchange Rate Risk. We are subject to foreign currency exchange rate risk relating to receipts from customers and payments to suppliers in foreign currencies and to various internal or external financing arrangements.
We use foreign currency forward contracts to hedge the price risk associated with firmly committed and forecasted foreign denominated payments and receipts related to our ongoing business and financing.
We actively manage foreign currency exposures that are associated with committed foreign currency purchases and sales, and other assets and liabilities created in the normal course of business at the operating unit level.
More than insignificant exposures that cannot be naturally offset within an operating unit are hedged with foreign currency derivatives.
Foreign exchange exposures arising from intercompany loan and deposit transactions are also hedged regularly.
The aggregate notional amount of our outstanding foreign currency hedges was $11.6 billion and $13.0 billion at December 31, 2020 and 2019, respectively.
Foreign currency forward contracts are sensitive to changes in foreign currency exchange rates.
A 10% unfavorable exchange rate movement in our portfolio of foreign currency contracts would have resulted in an increase in unrealized losses of $0.8 billion and $1.2 billion at December 31, 2020 and 2019, respectively.
Such losses or gains would be offset by corresponding gains or losses in the remeasurement of the underlying transactions being hedged.
We believe these foreign currency forward exchange contracts and the offsetting underlying commitments, when taken together, do not create material market risk
Within our aerospace business, our sales are typically denominated in U.S. Dollars.
However, for our non-U.S. based entities, such as Pratt & Whitney Canada (P&WC), a substantial portion of their costs are incurred in local currencies.
Consequently, there is a foreign currency exchange impact and risk to operational results as U.S. Dollars must be converted to local currencies such as the Canadian Dollar in order to meet local currency cost obligations.
Additionally, we transact business in various foreign currencies which exposes our cash flows and earnings to changes in foreign currency exchange rates.
In order to minimize the exposure that exists from changes in the exchange rate of the U.S. Dollar against these other currencies, we hedge
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a certain portion of sales to secure the rates at which U.S. Dollars will be converted.
The majority of this hedging activity occurs at P&WC and Collins Aerospace, and hedging activity also occurs to a lesser extent at the remainder of Pratt & Whitney.
At P&WC and Collins Aerospace, firm and forecasted sales for both original equipment and spare parts are hedged at varying amounts for up to 49 months on the U.S. Dollar sales exposure as represented by the excess of U.S. Dollar sales over U.S. Dollar denominated purchases.
Hedging gains and losses resulting from movements in foreign currency exchange rates are partially offset by the foreign currency translation impacts that are generated on the translation of local currency operating results into U.S. Dollars for reporting purposes.
While the objective of the hedging program is to minimize the foreign currency exchange impact on operating results, there are typically variances between the hedging gains or losses and the translational impact due to the length of hedging contracts, changes in the sales profile, volatility in the exchange rates and other such operational considerations.
Interest Rate Risk. We have financial instruments that are subject to interest rate risk, principally fixed-rate debt obligations.
A 100 basis points unfavorable interest rate movement would have had an approximate $4 billion impact on the fair value of our fixed-rate debt at both December 31, 2020 and 2019.
The investors in our fixed-rate debt obligations do not generally have the right to demand we pay off these obligations prior to maturity.
Therefore, exposure to interest rate risk is not believed to be material for our fixed-rate debt.
From time to time, we may hedge to floating rates using interest rate swaps.
Currently, we do not hold any derivative contracts that hedge our interest exposures, but may consider such strategies in the future.
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For information concerning market risk sensitive instruments, see discussion under the heading "Market Risk and Risk Management" in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Annual Report, filed as Exhibit 13 to this Form 10-K, and under the headings "Foreign Exchange" and "Derivatives and Hedging Activity" in Note 1 and "Financial Instruments" in Note 14 to the Consolidated Financial Statements in our 2019 Annual Report, filed as Exhibit 13 to this Form 10-K.
Item 1. BUSINESS
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The following description of our business should be read in conjunction with [removed: "Management’s] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations" in our 2019 Annual Report,] [added: Operations” within Item 7 of this Form 10-K,] including the information contained therein under the heading [removed: "Business Overview."][added: “Business Overview.”]
Our operations [removed: for the periods presented herein] are classified into four [added: principal business] segments: [removed: Otis, Carrier,] [added: Collins Aerospace Systems,] Pratt & Whitney, [added: Raytheon Intelligence & Space] and [removed: Collins Aerospace Systems,] [added: Raytheon Missiles & Defense,] with each segment comprised of groups of similar [removed: operating companies.][added: operations.]
[removed: Pratt & Whitney and Collins Aerospace Systems (collectively referred to as the "aerospace businesses") primarily] [added: We] serve commercial and government customers in both the original equipment and aftermarket parts and services [removed: markets] [added: segments] of the aerospace industry.
Upon [removed: the] closing of the Raytheon [removed: merger,] [added: Merger,] Raytheon [removed: will become] [added: Company became] a [removed: wholly-owned] [added: wholly owned] subsidiary of UTC, [removed: and UTC will change] [added: which changed] its name to [removed: Raytheon] [added: “Raytheon] Technologies [removed: Corporation.][added: Corporation.”]
[removed: Pratt] [added: | Pratt] & [removed: Whitney][added: Whitney | | | 78,135 | | | | | | 85,183 | | |]
[added: Pratt & Whitney.] Pratt & Whitney is among the world’s leading suppliers of aircraft engines for [removed: the] commercial, military, business jet and general aviation [removed: markets.][added: customers.]
Pratt & Whitney provides fleet management services and aftermarket maintenance, repair and overhaul [removed: services.][added: services in all of these segments.]
Pratt & [removed: Whitney designs, develops, produces] [added: Whitney’s Commercial Engines] and [removed: maintains] [added: Military Engines businesses design, develop, produce and maintain] families of large engines for wide- and narrow-body and large regional aircraft [removed: in the] [added: for] commercial [removed: market] [added: customers] and for fighter, bomber, tanker and transport aircraft [removed: in the] [added: for] military [removed: market.][added: customers.]
Pratt & [added: Whitney’s small engine business, Pratt &] Whitney Canada [removed: (P&WC)] [added: (P&WC),] is among the [removed: world's] [added: world’s] leading suppliers of engines powering [added: regional airlines,] general and business aviation, as well as [removed: regional airline, and utility airplanes, and] helicopters.
Pratt & Whitney [removed: and P&WC] also [removed: produce, sell] [added: produces, sells] and [removed: service auxiliary power units for] [added: services] military and commercial [removed: aircraft.][added: auxiliary power units.]
The development of new engines and improvements to current production engines present important growth [removed: opportunities.][added: opportunities for Pratt & Whitney.]
In view of the risks and costs associated with developing new engines, Pratt & Whitney has entered into [added: some] collaboration arrangements in which revenues, costs and risks are shared with third parties.
At December 31, [removed: 2019,] [added: 2020,] the interests of third-party [added: collaboration] participants in Pratt & Whitney-directed commercial jet engine programs ranged, in the aggregate per program, from approximately [removed: 13 percent] [added: 13%] to [removed: 49 percent.][added: 49%.]
PW1000G Geared Turbofan engine models also power the Airbus A220 passenger aircraft and Embraer’s E-Jet E2 family of [added: aircraft and have been selected to power the new Irkut MC-21 passenger] aircraft.
[removed: P&WC's] [added: In addition, P&WC’s] PW800 engine has [removed: also] been selected to [added: exclusively] power [removed: the] [added: Gulfstream’s] new [added: G500 and G600 business jets, as well as to power Dassault’s new] Falcon 6X business [removed: jet by Dassault Aviation,] [added: jet,] which is scheduled to enter into service in 2022.
Pratt & Whitney [added: also] continues to enhance its programs through performance improvement measures and product base expansion.
Pratt & Whitney is under contract [removed: with the U.S. Government's F-35 Joint Program Office] to produce and sustain the F135 engine [added: for the U.S. government’s F-35 Joint Program Office] to power the single-engine F-35 Lightning II aircraft (commonly known as the Joint Strike Fighter) [removed: being] produced by Lockheed Martin.
[removed: The two] F135 propulsion system configurations [removed: for the F-35A, F-35B and F-35C jets] are used [removed: by] [added: for] the [removed: U.S.] [added: U.S] Air [removed: Force,] [added: Force’s F-35A, the] U.S. Marine [removed: Corps] [added: Corps’ F-35B] and [added: the] U.S. [removed: Navy, respectively.][added: Navy’s F-35C jets.]
Pratt & Whitney is also under contract to build engines for the U.S. Air Force’s B-21 long-range strike bomber and [removed: for the development of] [added: to develop] next-generation adaptive engines for the U.S. Air Force.
Pratt & [removed: Whitney’s] [added: Whitney sells] products [removed: are sold] [added: and services] principally to aircraft manufacturers, airlines and other aircraft operators, aircraft leasing companies and the U.S. and foreign governments.
[removed: Sales to Airbus (Pratt] [added: Pratt] & Whitney’s largest customer by [removed: sales) were 31 percent] [added: sales is Airbus, with sales, prior to discounts] and [removed: 36 percent] [added: incentives,] of [added: 30%, 31% and 36% of] total Pratt & Whitney segment sales in [added: 2020,] 2019 and 2018, [removed: respectively, before taking into account discounts or financial incentives offered to customers.][added: respectively.]
[removed: Collins] [added: | Collins] Aerospace [removed: Systems][added: Systems | | | $ | 23,005 | | | | | $ | 26,260 | |]
[added: Collins Aerospace Systems.] Collins Aerospace Systems [added: (Collins Aerospace)] is a leading global provider of technologically advanced aerospace [added: and defense] products and aftermarket service solutions for aircraft manufacturers, airlines, [added: and] regional, business and general [removed: aviation markets,] [added: aviation,] as well as [removed: military] [added: for defense] and [added: commercial] space operations.
Collins [removed: Aerospace Systems’] [added: Aerospace’s] product [removed: portfolio mainly includes] [added: lines include integrated avionics systems, communications systems, navigation systems,] electric power generation, [removed: power] management and distribution systems, [added: environmental control systems, flight control systems,] air data and aircraft sensing systems, engine control systems, [removed: intelligence, surveillance and reconnaissance systems,] engine [removed: components, environmental control systems, fire and ice detection and protection systems, propeller systems, engine] nacelle systems, including thrust reversers and mounting pylons, interior and exterior aircraft lighting, aircraft seating and cargo systems, [removed: actuation systems,] landing systems, including landing [removed: gear and] [added: gear,] wheels and [removed: brakes, space][added: braking systems, hoists and winches, fire and ice detection and protection systems, actuation systems, engine components, and propeller systems.]
Collins Aerospace [removed: Systems] also [removed: designs, produces and supports cabin interior, communications and aviation systems and products and] provides information management services through [added: worldwide] voice and data communication networks and [removed: solutions worldwide.][added: solutions.]
Collins Aerospace [removed: Systems] sells aerospace [added: and defense] products and services to aircraft manufacturers, airlines and other aircraft operators, the U.S. and foreign governments, [added: defense contractors,] maintenance, repair and overhaul providers, and independent [removed: distributors.][added: distributors around the world.]
Collins [removed: Aerospace Systems’] [added: Aerospace’s] largest customers are Boeing and Airbus with [removed: a] combined [removed: 27 percent] [added: sales, prior to discounts] and [removed: 31 percent] [added: incentives,] of [added: 21%, 27% and 31% of] total Collins Aerospace [removed: Systems] segment sales in [added: 2020,] 2019 and 2018, respectively.
Significant product development activity continues, including major systems for Boeing’s [removed: 777X, T-7A,] [added: T-7A] and VC-25B, the [removed: Mitsubishi SpaceJet, the] Irkut MC-21, the Dassault [removed: 6X Falcon,] [added: Falcon 6X,] the Leonardo AW249, [added: the Xian MA700,] and the COMAC C919.
Other significant development work includes Iridium Next, [removed: HF] [added: high-frequency (HF)] Next, [added: 6th-gen military aircraft,] Tactical Combat Training Systems Increment II, NASA deep space exploration systems, distributed pulse oxygen system, [added: Confident to Fly technologies,] and the [removed: FAA] [added: Federal Aviation Administration (FAA)] CLEEN II demonstrator.
Other Matters Relating to Our [removed: Business as a Whole][added: Business]
As worldwide businesses, our operations can be affected by a variety of economic, industry and other factors, including those described in this section, in [removed: "Management’s] [added: Item 7 “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations" included in our 2019 Annual Report,] [added: Operations,”] in Item 1, [removed: "Cautionary] [added: “Cautionary] Note Concerning Factors That May Affect Future [removed: Results,"] [added: Results,”] and in Item 1A, [removed: "Risk Factors"] [added: “Risk Factors”] in this Form 10-K.
[removed: Additionally, our aerospace businesses'] [added: Some] competitors may offer substantial discounts and other financial incentives, performance and operating cost guarantees, and participation in financing arrangements in an effort to compete for the aftermarket associated with these products.
In the case of a termination for convenience, we would normally be entitled to reimbursement for our allowable costs [removed: incurred and] [added: incurred,] termination [removed: costs.][added: costs and a reasonable profit.]
If terminated by the government as a result of our default, we could be liable for [added: payments made to us for undelivered goods or services,] additional costs the government incurs in acquiring undelivered goods or services from another source and any other damages it suffers.
For further discussion of risks related to government contracting, including on-going litigation associated with U.S. [removed: Government audits,] [added: government audits and investigations,] see Item 1A, [removed: "Risk Factors"] [added: “Risk Factors”] and Item 3, [removed: "Legal Proceedings,"] [added: “Legal Proceedings,”] in this Form 10-K and [removed: Note 18 to the Consolidated Financial Statements in our 2019 Annual Report.][added: “Note 19: Commitments and Contingencies” within Item 8 of this Form 10-K.]
[added: Environmental Regulation.] Our operations are subject to and affected by environmental regulation by federal, state and local authorities in the U.S. and regulatory authorities with jurisdiction over our [removed: foreign operations.][added: international operations, including with respect to the discharge, treatment, storage, disposal and remediation of hazardous substances and wastes.]
We do not anticipate that compliance with current provisions [added: or requirements] relating to the protection of the environment or that any payments we may be required to make for cleanup liabilities will have a material adverse effect upon our cash flows, competitive position, financial condition or results of operations.
Changes in [removed: climate-related concerns,] [added: environmental and climate change laws] or [removed: in the regulation of such concerns,] [added: regulations,] including [added: laws relating to] greenhouse gas emissions, could [removed: subject us] [added: lead] to [added: new or] additional [removed: costs] [added: investment in product designs] and [removed: restrictions, including] [added: could increase environmental] compliance [removed: costs and] [added: expenditures, including] increased energy and raw materials costs.
[added: Other Applicable Regulations.] We conduct our businesses through subsidiaries and affiliates worldwide.
For further discussion of risks related to environmental matters and other government regulations, see Item 1A, [removed: "Risk Factors"] [added: “Risk Factors”] and Item 3, [removed: "Legal Proceedings,"] [added: “Legal Proceedings,”] in this Form 10-K and [removed: Note 18 to the Consolidated Financial Statements in our 2019 Annual Report.][added: “Note 19: Commitments and Contingencies” within Item 8 of this Form 10-K.]
Raytheon Technologies Corporation is an aerospace and defense company that provides advanced systems and services for commercial, military and government customers worldwide.
The terms “we,” “us,” “our,” “Raytheon Technologies,” “RTC” and the “Company” mean Raytheon Technologies Corporation, unless the context indicates another meaning.
Our defense business serves both domestic and international customers as a prime contractor or subcontractor on a broad portfolio of defense and related programs for military and government customers.
Formerly known as United Technologies Corporation (UTC), Raytheon Technologies was incorporated in Delaware in 1934 and represents the combination of UTC’s aerospace businesses and Raytheon Company through the Separation Transactions and Distributions and Raytheon Merger in April 2020, as described in more detail below.
Separation Transactions and Distributions. On April 3, 2020, UTC completed the separation of its business into three independent, publicly traded companies – UTC, Carrier Global Corporation (Carrier) and Otis Worldwide Corporation (Otis) (such separations, the “Separation Transactions”).
UTC distributed all of the outstanding shares of Carrier common stock and all of the outstanding shares of Otis common stock to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date for the distributions (the “Distributions”) effective at 12:01 a.m., Eastern Time, on April 3, 2020.
The historical results of Carrier and Otis are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented.
Raytheon Merger. On April 3, 2020, following the completion of the Separation Transactions and the Distributions, pursuant to an Agreement and Plan of Merger dated June 9, 2019, as amended, UTC and Raytheon Company completed their all-stock merger of equals transaction (the “Raytheon Merger”).
Business Segments
Collins Aerospace also designs, produces and supports cabin interior, communications and aviation systems, oxygen systems, food and beverage preparation, storage and galley systems, lavatory and wastewater management systems.
Collins Aerospace solutions support human space exploration with environmental control and power systems and extravehicular activity suits and support government and defense customer missions by providing airborne intelligence, surveillance and reconnaissance systems, test and training range systems, crew escape systems, and simulation and training solutions.
In 2020, Collins Aerospace was awarded significant contracts for all four of the Future Vertical Lift (FVL) platforms, the Next Generation Ejection Seat (the ACES 5), Ground Based Strategic Deterrent, Bell H-1 Tail Drive System, the Next-Gen APU
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Fuel Nozzle, and the Mounted Assured Positioning, Navigation and Timing System (MAPS GenII).
Our products supported the first flight of the Boeing 777X, and enabled entry into service for the Embraer Praetor 500 and 600.
Collins also delivered the first production Nacelle Enhancement Program (NEP) nacelle configuration on A350-900/1000.
Mitsubishi and Pratt & Whitney have signed a contract in recognition of the formal pause in MRJ70 and MRJ90 engine development for the SpaceJet program.
See “Note 1: Basis of Presentation and Summary of Accounting Principles” within Item 8 of this Form 10-K for a description of our accounting for collaboration arrangements.
In 2020, Pratt & Whitney reached significant milestones on the Geared Turbofan (GTF) engine program, including achieving an industry-leading engine dispatch reliability rate of 99.98% for the GTF engines for the Airbus A320neo.
The GTF engine family now powers more than 900 aircraft across 50 airlines and three aircraft platforms: Airbus A320neo family, Airbus A220 and Embraer E-Jets E2 family.
Pratt & Whitney also delivered the 50,000th PT6 turboprop engine in the General Aviation segment.
Also in 2020, Pratt & Whitney received a significant number of contract awards for the F135 program, which powers all three variants of the F-35 Lightning II fighter aircraft.
F135 production milestones achieved included the delivery of the 600th and 700th production engines.
From a sustainment perspective, the F135 team supported the activation of half a dozen bases and ships around the world, including the first U.S. Navy aircraft carrier ready to deploy with F-35C aircraft on board.
Significant activity continues on Adaptive Engine Transition Program, 6th-gen propulsion, and other development programs.
Raytheon Intelligence & Space. Raytheon Intelligence & Space (RIS) is a global leading developer and provider of integrated sensor and communication systems for advanced missions, advanced training, and cyber and software solutions to intelligence, defense, federal and commercial customers.
RIS capabilities include space-based sensors and data processing systems; multi-
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domain intelligence solutions; electronic warfare solutions, including high-energy laser weapons systems; command and control systems; modernization, training and mission support services; and advanced cyber analytics, systems defense and services.
RIS serves as a prime contractor or major subcontractor on contracts with the U.S. Intelligence Community, U.S. Department of Defense (DoD), Department of Homeland Security, the FAA, National Aeronautics and Space Administration, and other international and classified customers.
In 2020, RIS continued to invest in advancing its current products and services and developing next generation capabilities to meet evolving customer missions.
Significant advancements include laser technologies; intelligence surveillance and reconnaissance electro-optical/infrared (EO/IR) products; radar for 5th and 6th generation aircraft; classified space mission systems; offensive and defensive cyber solutions; and the Next Generation Jammer system.
RIS continued to grow its classified business, receiving a number of significant contracts.
In addition, in December 2020, RIS completed its previously announced acquisition of Blue Canyon Technologies, a leading provider of small satellites and spacecraft components to the U.S. Air Force, NASA, and the Defense Advanced Research Projects Agency (DARPA).
Raytheon Missiles & Defense. Raytheon Missiles & Defense (RMD) is a leading designer, developer, integrator producer and sustainer of integrated air and missile defense systems; defensive and combat solutions; large land- and sea-based radars; command, control, communications and intelligence solutions; and naval and undersea sensor solutions for the U.S. and foreign government customers.
RMD’s integrated air and missile defense systems include the proven Patriot missile defense system and next-generation radar systems to defeat advanced threats.
Its defensive solutions include counter-unmanned aircraft systems and ship defense systems.
Its combat solutions include precision munitions, missiles, hypersonics, high power microwave and other weapons.
Its command, control, communications and intelligence solutions include integrated, networked, actionable combat solutions for air and land combat commanders.
RMD’s naval and undersea solutions include combat and ship electronic and sensing systems, as well as undersea sensing and effects solutions.
United Technologies Corporation was incorporated in Delaware in 1934.
UTC provides high technology products and services to the building systems and aerospace industries worldwide.
Growth is attributable primarily to the internal development of our existing businesses and to acquisitions.
References to each segment include the various operating companies established worldwide through which the operations for each segment are conducted.
Otis and Carrier (collectively referred to as the "commercial businesses") serve customers in the commercial, government, infrastructure and residential property sectors, and refrigeration and transport sectors worldwide.
For 2019, our commercial and industrial sales (generated principally by the commercial businesses) were approximately 41 percent of our consolidated sales, and our commercial and military aerospace sales (generated exclusively by our aerospace businesses) were approximately 42 percent and 17 percent, respectively, of our consolidated sales.
International sales for 2019, including U.S. export sales, were 60 percent of our net sales.
On June 9, 2019, UTC entered into a merger agreement with Raytheon Company (Raytheon) providing for an all-stock merger of equals transaction.
The Raytheon merger agreement provides, among other things, that each share of Raytheon common stock issued and outstanding immediately prior to the closing of the Raytheon merger (except for shares held by Raytheon as treasury stock) will be converted into the right to receive 2.3348 shares of UTC common stock.
On October 11, 2019, the shareowners of each of UTC and Raytheon approved the proposals necessary to complete the Raytheon merger.
The Raytheon merger is expected to close early in the second quarter 2020 and is subject to customary closing conditions, including receipt of required regulatory approvals, as well as the completion of UTC's separation of its Otis and Carrier businesses (discussed below).
As has been previously disclosed, in November 2018, the Company announced its intention to separate into three independent companies.
Following the separation transactions, the Company will operate as an aerospace company comprised of the Collins Aerospace Systems and Pratt & Whitney businesses, and Otis and Carrier will become separate independent companies.
The proposed separation transactions are expected to be effected through spin-offs of Otis and Carrier that are intended to be tax-free for the Company’s shareowners for U.S. federal income tax purposes, and are expected to be completed early in the second quarter of 2020.
Separation of Otis and Carrier from UTC via spin-off transactions is subject to the satisfaction of customary conditions, including, among others, final approval by the Company’s Board of Directors, receipt of tax rulings and a tax opinion from external counsel, the filing with the Securities and Exchange Commission (SEC) and effectiveness of Form 10 registration statements, and satisfactory completion of financing (subject to UTC’s agreement to consummate the distributions pursuant to, and subject to the terms and conditions of, the Raytheon merger agreement).
This Form 10-K and our quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge through the Investors section of our Internet website (http://www.utc.com) under the heading "SEC Filings" as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC.
In addition, the SEC maintains an Internet site (http://www.sec.gov) containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Description of Business by Segment
Each segment's business, including its principal products and services and other material developments and information, is described below.
Segment financial data for the years 2017 through 2019, including financial information about foreign and domestic operations and export sales, appears in Note 20 to the Consolidated Financial Statements in our 2019 Annual Report.
Segment sales as discussed below include intercompany sales, which are ultimately eliminated within the "Eliminations and other" category as reflected in the segment financial data in Note 20 to the Consolidated Financial Statements in our 2019 Annual Report.
Similarly, the total remaining performance obligation (RPO) discussed below includes intercompany RPO.
See
Note 1 to the Consolidated Financial Statements in our 2019 Annual Report for further discussion of the accounting for RPO under Accounting Standards Codification (ASC) Topic 606: *Revenue from Contracts with Customers*.
Otis
Otis is the world’s largest elevator and escalator manufacturing, installation and service company.
Otis designs, manufactures, sells and installs a wide range of passenger and freight elevators, as well as escalators and moving walkways for residential and commercial buildings and infrastructure projects.
In addition to new equipment, Otis performs maintenance and repair services for both its products and those of other manufacturers and provides modernization services to upgrade elevators and escalators.
Otis serves customers in the commercial, residential and infrastructure property sectors around the world.
Otis sells directly to the end customer and through sales representatives and distributors.
Sales generated by Otis’ international operations were 73 percent of total Otis net sales in 2019 and 2018.
Otis’ RPO was $16.3 billion and $16.4 billion at December 31, 2019 and 2018, respectively.
Of the total Otis RPO at December 31, 2019, approximately $8.7 billion is expected to be realized as sales in 2020.
Carrier
Carrier is a leading global provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire and security solutions for residential, commercial, industrial and smart cold chain applications.
Carrier provides a wide range of residential and building systems, including air conditioners, heating systems and controls, refrigeration, fire, flame, gas, smoke and carbon monoxide detection, portable fire extinguishers, fire suppression, intruder alarms, access control systems, video management systems and electronic controls.
Carrier also provides a broad array of related building services, including audit, design, installation, system integration, repair, maintenance, and monitoring services.
Carrier sells its HVAC and refrigeration solutions directly to end customers, including building contractors and owners, transportation companies and retail stores, and through joint ventures, independent sales representatives, distributors, wholesalers and dealers.
These products and services are sold under the Carrier name and other brand names.
Carrier’s security and fire safety products and services are used by governments, financial institutions, architects, building owners and developers, security and fire consultants, homeowners and other end-users requiring a high level of security and fire protection for their businesses and residences.
An excerpt. Shown here: 40 of 54 rewritten, 40 of 171 added and 40 of 123 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
Item 3. LEGAL PROCEEDINGS
3 rewritten, 24 added, 12 removed, 7 unchanged
For a discussion of contingencies related to certain other legal proceedings, see [removed: Note 18 to the Consolidated Financial Statements in our 2019 Annual Report.][added: “Note 19: Commitments and Contingencies” within Item 8 of this Form 10-K.]
[removed: Except as indicated herein or in Note 18 to the Consolidated Financial Statements in our 2019 Annual Report, we] [added: We] do not believe that these matters will have a material adverse effect upon our competitive position, results of operations, cash flows or financial condition.
A further discussion of government contracts and related investigations, as well as a discussion of our environmental liabilities, can be found under the heading [removed: "Other] [added: “Other] Matters Relating to Our Business as a Whole – Compliance with Environmental and Other Government [removed: Regulations" in Item 1, "Business," and in] [added: Regulations” within] Item [removed: 1A, "Risk Factors," in this Form 10-K.][added: 1.]
In the ordinary course of business, the Company and its subsidiaries and our properties are subject to regulatory and governmental examinations, information gathering requests, inquiries, investigations and threatened legal actions and proceedings.
For example, we are now, and believe that, in light of the current U.S. government contracting environment, we will continue to be the subject of one or more U.S. government investigations.
Our contracts with the U.S. government are also subject to audits.
Agencies that oversee contract performance include: the Defense Contract Audit Agency (DCAA), the Defense Contract Management Agency (DCMA), the Inspectors General of the U.S. Department of Defense (DoD) and other departments and agencies, the Government Accountability Office (GAO), the Department of Justice (DOJ), and Congressional Committees.
Other areas of our business operations may also be subject to audit and investigation by these and other agencies.
From time to time, agencies investigate or conduct audits to determine whether our operations are being conducted in accordance with applicable requirements.
Such investigations and audits may be initiated due to a number of reasons, including as a result of a whistleblower complaint.
Such investigations and audits could result in administrative, civil or criminal liabilities, including repayments, fines, treble or other damages, forfeitures, restitution, or penalties being imposed upon us, the suspension of government export licenses or the suspension or debarment from future U.S. government contracting.
U.S. government investigations often take years to complete.
The U.S. government also reserves the right to debar a contractor from receiving new government contracts for fraudulent, criminal or other seriously improper conduct.
The U.S. government could void any contracts found to be tainted by fraud.
Like many defense contractors, we have received audit reports recommending the reduction of certain contract prices because, for example, cost or pricing data or cost accounting practices used to price and negotiate those contracts may not have conformed to government regulations.
Some of these audit reports recommend that certain payments be repaid, delayed, or withheld, and may involve substantial amounts.
We have made voluntary refunds in those cases we believe appropriate, have settled some allegations and, in some cases, continue to negotiate and/or litigate.
The Company may be, and has been, required to make payments into escrow of disputed liabilities while the related litigation is pending.
If the litigation is resolved in the Company’s favor, any such payments will be returned to the Company with interest.
Our final allowable incurred costs for each year are also subject to audit and have, from time to time, resulted in disputes between us and the U.S. government, with litigation resulting at the Court of Federal Claims (COFC) or the Armed Services Board of Contract Appeals (ASBCA) or their related courts of appeals.
In addition, the DOJ has, from time to time, convened grand juries to investigate possible irregularities by us.
We also provide products and services to customers outside of the U.S., and those sales are subject to local government laws, regulations and procurement policies and practices.
Our compliance with such local government regulations or any applicable U.S. government regulations (e.g., the Foreign Corrupt Practices Act (FCPA) and International Traffic in Arms Regulations (ITAR)) may also be investigated or audited.
Other than as specifically disclosed in this Form 10-K, we do not expect these audits, investigations or disputes to have a material effect on our financial position, results of operations or liquidity, either individually or in the aggregate.
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
Business of this Form 10-K and in Item 1A.
Risk Factors of this Form 10-K.
*Federal Securities Laws Litigation*
On January 2, 2018, a purported shareowner filed a second amended complaint in the United States District Court for the Southern District of New York (the "District Court") under the federal securities laws against the Company and certain of its current and former executives (*Frankfurt-Trust Investment Luxemburg AG v.
United Technologies Corporation et al.),* which further amends a previously disclosed complaint that was filed on May 10, 2017*.* In the second amended complaint, the plaintiff purports to represent a class of shareowners who purchased the Company’s stock between December 11, 2014 and July 20, 2015.
The second amended complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, related to alleged false and misleading statements and omissions of material fact made in connection with the Company’s 2015 earnings expectations.
On September 28, 2018, the District Court granted the defendants’ motion to dismiss the case in its entirety.
On October 25, 2018, the plaintiff filed a Notice of Appeal to the United States Court of Appeals for the Second Circuit (the "Court of Appeals").
On October 15, 2019, the Court of Appeals affirmed the District Court's decision.
The plaintiff’s deadline to file a petition for certiorari to the U.S. Supreme Court has expired, and the matter is now closed.
*Rockwell Collins' Voluntary Disclosure*
In 2018, and before its acquisition by UTC, Rockwell Collins voluntarily disclosed to the United States Department of Justice (the "DOJ") and the SEC Division of Enforcement that it was conducting an internal investigation regarding meal, entertainment, and gift expenditures of B/E Aerospace sales employees that may not have complied with then-applicable company policy, as well as a potential conflict of interest involving a third party sales agent for B/E Aerospace in China.
The internal investigation resulted from Rockwell Collins’ post-acquisition compliance review of B/E Aerospace.
On December 16, 2019, and January 16, 2020, the DOJ and SEC, respectively, notified UTC that they have closed their investigations of this matter.
Cover and table of contents
39 rewritten, 18 added, 26 removed, 38 unchanged
| | | | For the fiscal year ended December 31, [removed: 2019] [added: 2020] | | |
Commission file number [removed: 1-812][added: 001-00812]
[removed: UNITED] [added: RAYTHEON] TECHNOLOGIES CORPORATION
[removed: |] (Address of principal executive [removed: offices) | | | (Zip Code) | | |][added: offices, including zip code)]
[removed: Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code: (860) 728-7000][added: code)]
| Common Stock ($1 par value) | | | [removed: UTX] [added: RTX] | | | New York Stock Exchange | | |
| [removed: 1.125%] [added: 2.150%] Notes due [removed: 2021] [added: 2030] | | | [removed: UTX 21D] [added: RTX 30] | | | New York Stock Exchange | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange [removed: Act.][added: Act.☐]
The aggregate market value of the voting Common Stock held by non-affiliates at June 30, [removed: 2019] [added: 2020] was approximately [removed: $112,271,798,129,] [added: $93,495,749,819,] based on the New York Stock Exchange closing price for such shares on that date.
At January [removed: 31, 2020,] [added: 29, 2021,] there were [removed: 865,308,981] [added: 1,519,478,134] shares of Common Stock outstanding.
| [removed: PART I] [added: PART I] | | | | | | [added: | | |]
| [removed: [Item] [added: Item] 1. [removed: Business:](#i_0_10)] | | | [removed: [5](#i_0_10)] [added: [Business](#ic1191af84175493ba8c7c5a12ec749b7_1955)] | | | [added: [4](#ic1191af84175493ba8c7c5a12ec749b7_1955) | | |]
| [removed: [Item] [added: Item] 1A. [removed: Risk Factors](#i_0_16)] | | | [removed: [13](#i_0_16)] [added: [Risk Factors](#ic1191af84175493ba8c7c5a12ec749b7_1962)] | | | [added: [13](#ic1191af84175493ba8c7c5a12ec749b7_1962) | | |]
| [removed: [Item] [added: Item] 1B. [removed: Unresolved] [added: | | | [Unresolved] Staff [removed: Comments](#i_0_19)] [added: Comments](#ic1191af84175493ba8c7c5a12ec749b7_1969)] | | | [removed: [23](#i_0_19)] [added: [27](#ic1191af84175493ba8c7c5a12ec749b7_1969)] | | |
| [removed: [Item] [added: Item] 2. [removed: Properties](#i_0_22)] | | | [removed: [23](#i_0_22)] [added: [Properties](#ic1191af84175493ba8c7c5a12ec749b7_1976)] | | | [added: [28](#ic1191af84175493ba8c7c5a12ec749b7_1976) | | |]
| [removed: [Item] [added: Item] 3. [removed: Legal Proceedings](#i_0_25)] | | | [removed: [24](#i_0_25)] [added: [Legal Proceedings](#ic1191af84175493ba8c7c5a12ec749b7_1982)] | | | [added: [28](#ic1191af84175493ba8c7c5a12ec749b7_1982) | | |]
| [removed: [Item] [added: Item] 4. [removed: Mine] [added: | | | [Mine] Safety [removed: Disclosures](#i_0_28)] [added: Disclosures](#ic1191af84175493ba8c7c5a12ec749b7_1988)] | | | [removed: [25](#i_0_28)] [added: [29](#ic1191af84175493ba8c7c5a12ec749b7_1988)] | | |
| [removed: PART II] [added: PART II] | | | | | | [added: | | |]
| [removed: [Item] [added: Item] 5. [removed: Market] [added: | | | [Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i_0_34)] [added: Securities](#ic1191af84175493ba8c7c5a12ec749b7_2013)] | | | [removed: [25](#i_0_34)] [added: [30](#ic1191af84175493ba8c7c5a12ec749b7_2013)] | | |
| [removed: [Item] [added: Item] 6. [removed: Selected] [added: | | | [Selected] Financial [removed: Data](#i_0_37)] [added: Data](#ic1191af84175493ba8c7c5a12ec749b7_4)] | | | [removed: [25](#i_0_37)] [added: [32](#ic1191af84175493ba8c7c5a12ec749b7_4)] | | |
| [removed: [Item] [added: Item] 7. [removed: Management’s] [added: | | | [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i_0_40)] [added: Operations](#ic1191af84175493ba8c7c5a12ec749b7_7)] | | | [removed: [25](#i_0_40)] [added: [33](#ic1191af84175493ba8c7c5a12ec749b7_7)] | | |
| [removed: [Item] [added: Item] 7A. [removed: Quantitative] [added: | | | [Quantitative] and Qualitative Disclosures About Market [removed: Risk](#i_0_43)] [added: Risk](#ic1191af84175493ba8c7c5a12ec749b7_2068)] | | | [removed: [25](#i_0_43)] [added: [63](#ic1191af84175493ba8c7c5a12ec749b7_2068)] | | |
| [removed: [Item] [added: Item] 8. [removed: Financial] [added: | | | [Financial] Statements and Supplementary [removed: Data](#i_0_46)] [added: Data](#ic1191af84175493ba8c7c5a12ec749b7_2075)] | | | [removed: [26](#i_0_46)] [added: [65](#ic1191af84175493ba8c7c5a12ec749b7_2075)] | | |
| [removed: [Item] [added: Item] 9. [removed: Changes] [added: | | | [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i_0_49)] [added: Disclosure](#ic1191af84175493ba8c7c5a12ec749b7_2091)] | | | [removed: [26](#i_0_49)] [added: [133](#ic1191af84175493ba8c7c5a12ec749b7_2091)] | | |
| [removed: [Item] [added: Item] 9A. [removed: Controls] [added: | | | [Controls] and [removed: Procedures](#i_0_52)] [added: Procedures](#ic1191af84175493ba8c7c5a12ec749b7_2097)] | | | [removed: [26](#i_0_52)] [added: [133](#ic1191af84175493ba8c7c5a12ec749b7_2097)] | | |
| [removed: [Item] [added: Item] 9B. [removed: Other Information](#i_0_55)] | | | [removed: [26](#i_0_52)] [added: [Other Information](#ic1191af84175493ba8c7c5a12ec749b7_2103)] | | | [added: [133](#ic1191af84175493ba8c7c5a12ec749b7_2103) | | |]
| [removed: PART III] [added: PART III] | | | | | | [added: | | |]
| [removed: [Item] [added: Item] 10. [removed: Directors,] [added: | | | [Directors,] Executive Officers and Corporate [removed: Governance](#i_0_61)] [added: Governance](#ic1191af84175493ba8c7c5a12ec749b7_2119)] | | | [removed: [28](#i_0_61)] [added: [134](#ic1191af84175493ba8c7c5a12ec749b7_2119)] | | |
| [removed: [Item] [added: Item] 11. [removed: Executive Compensation](#i_0_64)] | | | [removed: [30](#i_0_64)] [added: [Executive Compensation](#ic1191af84175493ba8c7c5a12ec749b7_2126)] | | | [added: [135](#ic1191af84175493ba8c7c5a12ec749b7_2126) | | |]
| [removed: [Item] [added: Item] 12. [removed: Security] [added: | | | [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i_0_67)] [added: Matters](#ic1191af84175493ba8c7c5a12ec749b7_2132)] | | | [removed: [30](#i_0_67)] [added: [135](#ic1191af84175493ba8c7c5a12ec749b7_2132)] | | |
| [removed: [Item] [added: Item] 13. [removed: Certain] [added: | | | [Certain] Relationships and Related Transactions, and Director [removed: Independence](#i_0_70)] [added: Independence](#ic1191af84175493ba8c7c5a12ec749b7_2138)] | | | [removed: [30](#i_0_70)] [added: [135](#ic1191af84175493ba8c7c5a12ec749b7_2138)] | | |
| [removed: [Item] [added: Item] 14. [removed: Principal Accounting] [added: | | | [Principal Accountant] Fees and [removed: Services](#i_0_73)] [added: Services](#ic1191af84175493ba8c7c5a12ec749b7_2145)] | | | [removed: [31](#i_0_73)] [added: [136](#ic1191af84175493ba8c7c5a12ec749b7_2145)] | | |
| [removed: PART IV] [added: PART IV] | | | | | | [added: | | |]
| [removed: [Item] [added: Item] 15. [removed: Exhibits and] [added: | | | [Exhibits,] Financial Statement [removed: Schedule](#i_0_79)] [added: Schedules](#ic1191af84175493ba8c7c5a12ec749b7_2158)] | | | [removed: [32](#i_0_79)] [added: [137](#ic1191af84175493ba8c7c5a12ec749b7_2158)] | | |
| [removed: [Item] [added: Item] 16. [removed: Form] [added: | | | [Form] 10-K [removed: Summary](#i_0_883)] [added: Summary](#ic1191af84175493ba8c7c5a12ec749b7_2164)] | | | [removed: [37](#i_0_883)] [added: [143](#ic1191af84175493ba8c7c5a12ec749b7_2164)] | | |
[removed: United] [added: Raytheon] Technologies Corporation and its subsidiaries’ names, abbreviations thereof, logos, and product and service designators are all either the registered or unregistered trademarks or tradenames of [removed: United] [added: Raytheon] Technologies Corporation and its subsidiaries.
Names, abbreviations of names, logos, and [removed: product] [added: products] and service designators of other companies are either the registered or unregistered trademarks or tradenames of their respective owners.
References to internet [removed: websites] [added: web sites] in this Form 10-K are provided for convenience only.
Information available through these [removed: websites] [added: web sites] is not incorporated by reference into this Form 10-K.
| ☐ | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | |
| | | | For the transition period from to | | |
870 Winter Street, Waltham, Massachusetts 02451
| (781) | | | 522-3000 | | |
| (CUSIP 75513E 101) | | | | | | | | |
| (CUSIP 75513E AB7) | | | | | | | | |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Portions of the Registrant’s Definitive Proxy Statement for its 2021 Annual Meeting of Shareowners are incorporated by reference in Part II and III of this Form 10-K.
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
INDEX
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| [SIGNATURES](#ic1191af84175493ba8c7c5a12ec749b7_2170) | | | | | | | | |
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
| | | | | | |
| 10 Farm Springs Road, Farmington, Connecticut | | | 06032 | | |
| (CUSIP 913017 10 9) | | | | | | | | |
| (CUSIP 913017 CD9) | | | | | | | | |
| 1.250% Notes due 2023 | | | UTX 23 | | | New York Stock Exchange | | |
| (CUSIP U91301 AD0) | | | | | | | | |
| 1.150% Notes due 2024 | | | UTX 24A | | | New York Stock Exchange | | |
| (CUSIP 913017 CU1) | | | | | | | | |
| 1.875% Notes due 2026 | | | UTX 26 | | | New York Stock Exchange | | |
| (CUSIP 913017 CE7) | | | | | | | | |
| 2.150% Notes due 2030 | | | UTX 30 | | | New York Stock Exchange | | |
| (CUSIP 913017 CV9) | | | | | | | | |
| Floating Rate Notes due 2020 | | | UTX 20B | | | New York Stock Exchange | | |
| (CUSIP 913017 CT4) | | | | | | | | |
Parts I, II and IV hereof incorporate by reference portions of the United Technologies Corporation 2019 Annual Report to Shareowners.
Part III hereof incorporates by reference portions of the United Technologies Corporation Proxy Statement for the 2020 Annual Meeting of Shareowners.
AND SUBSIDIARIES
Index to Annual Report
on Form 10-K for
Year Ended December 31, 2019
| | | | Page | | |
| [Cautionary Note Concerning Factors That May Affect Future Results](#i_0_13) | | | [11](#i_0_13) | | |
| [SIGNATURES](#i_0_82) | | | [38](#i_0_82) | | |
Annual Report on Form 10-K for
Whenever reference is made in this Form 10-K to specific sections of United Technologies Corporation’s 2019 Annual Report to Shareowners (2019 Annual Report), those sections are incorporated herein by reference and are included in Exhibit 13 to this Form 10-K.
As used herein, the terms "we," "us," "our," "the Company," or "UTC," unless the context otherwise requires, mean United Technologies Corporation and its subsidiaries.
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 1 added, 0 removed, 1 unchanged
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
Item 2. PROPERTIES
5 rewritten, 0 added, 1 removed, 0 unchanged
We have properties in approximately [removed: 97] [added: 30] countries, with [removed: over 650] [added: approximately 550] significant properties comprising approximately [removed: 96] [added: 80] million square feet of productive space.
Approximately [removed: 48%] [added: 55%] of our significant properties are leased, and [removed: 52%] [added: 45%] are owned.
Approximately [removed: 51%] [added: 70%] of our significant properties are located in the United States.
Our fixed assets as of December 31, [removed: 2019] [added: 2020] include manufacturing facilities and non-manufacturing facilities such as warehouses, [added: laboratories, office space,] and a substantial quantity of machinery and equipment, [removed: most of which are] [added: including] general purpose machinery and equipment using special jigs, tools and fixtures and in many instances having automatic control features and special adaptations.
The facilities, warehouses, machinery and equipment in use as of December 31, [removed: 2019] [added: 2020] are in good operating condition, are well-maintained and substantially all are generally in regular use.
Approximately 57% of our significant properties are associated with our aerospace businesses and 43% are associated with our commercial businesses.
Item 4. MINE SAFETY DISCLOSURE
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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7 rewritten, 38 added, 9 removed, 1 unchanged
[removed: UTC’s] [added: Raytheon Technologies’] common stock is listed on the New York Stock Exchange under the ticker symbol [removed: “UTX.”] [added: “RTX.”] There were approximately [removed: 30,010] [added: 45,151] registered [removed: shareholders] [added: shareowners] at January [removed: 31, 2020.][added: 29, 2021.]
The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is incorporated herein by reference to [removed: Part III, Item 12] [added: the section] of [removed: this Form 10-K.][added: our Proxy Statement for the 2021 Annual Meeting of Shareowners titled “Approve Amendment to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan.”]
The following table provides information about our purchases during the quarter ended December 31, [removed: 2019] [added: 2020] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.
| [removed: 2019] [added: 2020] | | | | | | Total Number of Shares Purchased [removed: (000's)] [added: (000’s)] | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Program [removed: (000's)] [added: (000’s)] | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (dollars in millions) | | | | | | [removed: | | |]
On [removed: October 14, 2015,] [added: December 7, 2020,] our Board of Directors authorized a share repurchase program for up to [removed: $12] [added: $5] billion of our common stock, replacing the [added: previous] program announced on [removed: July 19,] [added: October 14,] 2015.
At December 31, [removed: 2019,] [added: 2020,] the maximum dollar value of shares that may yet be purchased under this current program was [removed: $1,812 million.][added: $5.0 billion.]
No shares were reacquired in transactions outside the program during the quarter ended December 31, [removed: 2019.][added: 2020.]
On April 3, 2020, United Technologies Corporation (UTC) completed the previously announced separation of its business into three independent, publicly traded companies – UTC, Carrier Global Corporation (Carrier) and Otis Worldwide Corporation (Otis) (such separations, the “Separation Transactions”).
UTC distributed all of the outstanding shares of Carrier common stock and all of the outstanding shares of Otis common stock to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date for the distributions (the Distributions) effective at 12:01 a.m., Eastern Time, on April 3, 2020.
On April 3, 2020, following the completion of the Separation Transactions and the Distributions, UTC and Raytheon Company completed their previously announced all-stock merger of equals transaction (the “Raytheon Merger”).
Upon closing of the Raytheon Merger, UTC changed its name to “Raytheon Technologies Corporation.”
Stock Performance Graph
The following graph presents the cumulative total shareowner return for the five years ending December 31, 2020 for our common stock as compared to the Standard & Poor’s 500 Stock Index, the Dow Jones 30 Industrial Average and the S&P Aerospace & Defense (A&D) Index.
These figures assume that all dividends paid over the five-year period were reinvested, and that the starting value of each index and the investment in common stock was $100.00 on December 31, 2015.
Comparison of Cumulative Five Year Total Return
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| | | | Annual Return Percentage Years Ending | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company/Index | | | 12/31/2016 | | | | | | 12/31/2017 | | | | | | 12/31/2018 | | | | | | 12/31/2019 | | | | | | 12/31/2020 | | |
| Raytheon Technologies Common Stock(1) | | | 17.14 | | | | | | 19.13 | | | | | | \-14.66 | | | | | | 43.82 | | | | | | \-16.73 | | |
| S&P 500 Index | | | 11.96 | | | | | | 21.83 | | | | | | \-4.38 | | | | | | 31.49 | | | | | | 18.40 | | |
| Dow Jones 30 Industrial Average(2) | | | 16.50 | | | | | | 28.11 | | | | | | \-3.48 | | | | | | 25.34 | | | | | | 9.72 | | |
| S&P Aerospace & Defense Index(2) | | | 18.90 | | | | | | 41.38 | | | | | | \-8.07 | | | | | | 30.33 | | | | | | \-16.06 | | |
(1) Historical stock prices presented in the chart have been adjusted to reflect the impact of the Distributions on April 3, 2020.
(2) Prior to the Separations Transactions, Distributions and Raytheon Merger, UTC chose the Dow Jones 30 Industrial Average as its comparable index.
After the Separations Transactions, Distributions and Raytheon Merger, the Company chose the S&P A&D Index as a more informative comparable index.
Both indices are presented, in accordance with Securities and Exchange Commission (SEC) rules, which require that if a company selects a different index from that used in the immediately preceding fiscal year, the company’s stock performance must be compared against both the newly selected index and previous index in the year of change.
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| | | | Indexed Returns Years Ending | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company/Index | | | Base Period 12/31/2015 | | | | | | 12/31/2016 | | | | | | 12/31/2017 | | | | | | 12/31/2018 | | | | | | 12/31/2019 | | | | | | 12/31/2020 | | |
| Raytheon Technologies Common Stock | | | $ | 100.00 | | | | | 117.14 | | | | | | $ | 139.55 | | | | | $ | 119.10 | | | | | $ | 171.29 | | | | | $ | 142.64 | |
| S&P 500 Index | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |
| Dow Jones 30 Industrial Average | | | 100.00 | | | | | | 116.50 | | | | | | 149.24 | | | | | | 144.05 | | | | | | 180.56 | | | | | | 198.11 | | |
| S&P Aerospace & Defense Index | | | 100.00 | | | | | | 118.90 | | | | | | 168.11 | | | | | | 154.54 | | | | | | 201.41 | | | | | | 169.05 | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| October 1 - October 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,767 | | | | |
| November 1 - November 30 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,767 | | | | | |
| December 1 - December 31(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,000 | | | | | |
| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | | | | | | |
(1) The remaining authority to repurchase approximately $1.8 billion of our common stock under the previously approved October 14, 2015 share repurchase program was revoked and replaced as of December 7, 2020 with a $5.0 billion share repurchase program authorized on December 7, 2020, as discussed below.
We did not make any share repurchases during the quarter ended December 31, 2020.
The Performance Graph appearing in our 2019 Annual Report, filed as Exhibit 13 to this Form 10-K contains the following data relating to our common stock: cumulative total shareholder return and principal market.
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| October 1 - October 31 | | | | | | 92 | | | | | | $ | 138.80 | | | | | 92 | | | | | | $ | 1,839 | | | | | | | |
| November 1 - November 30 | | | | | | 68 | | | | | | 148.54 | | | | | | 68 | | | | | | $ | 1,829 | | | | | | | |
| December 1 - December 31 | | | | | | 116 | | | | | | 147.77 | | | | | | 116 | | | | | | $ | 1,812 | | | | | | | |
| Total | | | | | | 276 | | | | | | $ | 144.99 | | | | | 276 | | | | | | | | | | | | | | |
Under this program, shares may be purchased on the open market, in privately negotiated transactions, under accelerated share repurchase (ASR) programs and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.
We may also reacquire shares outside of the program from time to time in connection with the surrender of shares to cover taxes on vesting of restricted stock and as required under our employee savings plan.
Item 6. SELECTED FINANCIAL DATA
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The following selected consolidated financial data should be read in conjunction with the information contained in Item 7 of this Form 10-K and the Consolidated Financial Statements and notes thereto included in Item 8 of this Form 10-K, which are incorporated herein by reference, in order to understand the factors that may affect the comparability of the financial data presented below.
Five-Year Summary
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in millions, except per share amounts and number of employees) | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |
| For The Year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net sales (1), (3), (4) | | | $ | 56,587 | | | | | $ | 45,349 | | | | | $ | 34,701 | | | | | $ | 29,713 | | | | | $ | 28,528 | |
| Research and development (3), (4) | | | 2,582 | | | | | | 2,452 | | | | | | 1,878 | | | | | | 1,876 | | | | | | 1,857 | | |
| Operating profit (loss) (1), (3), (4) | | | (1,889) | | | | | | 4,914 | | | | | | 2,877 | | | | | | 2,989 | | | | | | 3,252 | | |
| Restructuring costs(3), (4) | | | 777 | | | | | | 245 | | | | | | 158 | | | | | | 92 | | | | | | 166 | | |
| Net income (loss) from continuing operations (1), (3), (4) | | | (2,928) | | | | | | 3,731 | | | | | | 1,406 | | | | | | 1,468 | | | | | | 2,133 | | |
| Net income (loss) from continuing operations attributable to common shareowners (1), (3), (4) | | | (3,109) | | | | | | 3,510 | | | | | | 1,216 | | | | | | 1,313 | | | | | | 2,009 | | |
| Income (loss) from discontinued operations attributable to common shareowners | | | (410) | | | | | | 2,027 | | | | | | 4,053 | | | | | | 3,239 | | | | | | 3,046 | | |
| Diluted earnings (loss) per share—Net income (loss) from continuing operations attributable to common shareowners (1), (3), (4) | | | (2.29) | | | | | | 4.06 | | | | | | 1.50 | | | | | | 1.64 | | | | | | 2.43 | | |
| Cash dividends per common share | | | 2.16 | | | | | | 2.94 | | | | | | 2.84 | | | | | | 2.72 | | | | | | 2.62 | | |
| Average diluted shares of Common Stock outstanding | | | 1,358 | | | | | | 864 | | | | | | 810 | | | | | | 799 | | | | | | 826 | | |
| Cash flows provided by operating activities of continuing operations (3), (4) | | | 4,334 | | | | | | 5,821 | | | | | | 2,670 | | | | | | 2,282 | | | | | | 3,003 | | |
| Capital expenditures (3), (4) | | | 1,795 | | | | | | 1,868 | | | | | | 1,467 | | | | | | 1,556 | | | | | | 1,265 | | |
| Acquisitions, including net cash payments, debt assumed & equity issued | | | 35,077 | | | | | | 9 | | | | | | 30,783 | | | | | | 25 | | | | | | 24 | | |
| Repurchases of Common Stock | | | 47 | | | | | | 151 | | | | | | 325 | | | | | | 1,453 | | | | | | 2,254 | | |
| Dividends paid on Common Stock (excluding ESOP) | | | 2,732 | | | | | | 2,442 | | | | | | 2,170 | | | | | | 2,074 | | | | | | 2,069 | | |
| At Year End | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Working capital (3), (4), (5) | | | $ | 7,580 | | | | | $ | (2,397) | | | | | $ | (2,284) | | | | | $ | 2,975 | | | | | $ | 1,370 | |
| Total assets (1), (2), (5) | | | 162,089 | | | | | | 107,792 | | | | | | 103,471 | | | | | | 65,994 | | | | | | 60,252 | | |
| Long-term debt, including current portion (3), (4), (5) | | | 31,576 | | | | | | 40,959 | | | | | | 43,763 | | | | | | 26,917 | | | | | | 23,131 | | |
| Total debt (3), (4), (5) | | | 31,823 | | | | | | 43,252 | | | | | | 45,191 | | | | | | 27,279 | | | | | | 23,696 | | |
| Total debt to total capitalization | | | 30 | | % | | | | 49 | | % | | | | 53 | | % | | | | 46 | | % | | | | 45 | | % |
| Total equity | | | $ | 73,852 | | | | | $ | 44,231 | | | | | $ | 40,610 | | | | | $ | 31,421 | | | | | $ | 29,169 | |
| Total backlog (1), (3), (4) | | | 150,119 | | | | | | 111,665 | | | | | | 93,844 | | | | | | 75,636 | | | | | | 72,328 | | |
| Number of employees (3), (4) | | | 181,000 | | | | | | 121,600 | | | | | | 117,300 | | | | | | 81,600 | | | | | | 77,700 | | |
(1) Amounts prior to 2018 do not reflect the adoption of Accounting Standards Update (ASU) 2014-09, *Revenue Recognition from Contracts with Customers (Topic 606)*, in the first quarter of 2018 using the modified retrospective approach.
(2) Amounts prior to 2019 do not reflect the adoption of ASU 2016-02, *Leases (Topic 842)*, in the first quarter of 2019 using the modified retrospective approach.
(3) Amounts prior to 2020 do not reflect the impact of the Raytheon Merger.
See “Note 2: Business Acquisitions, Dispositions, Goodwill and Intangible Assets” within Item 8 of this Form 10-K for additional information.
(4) Amounts prior to 2018 do not reflect the acquisition of Rockwell Collins, Inc. (Rockwell Acquisition).
See “Note 2: Business Acquisitions, Dispositions, Goodwill and Intangible Assets” within Item 8 of this Form 10-K for additional information.
(5) Excludes assets and liabilities related to discontinued operations, for all periods presented.
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The Five-Year Summary appearing in our 2019 Annual Report, filed as Exhibit 13 to this Form 10-K, is incorporated herein by reference.
See "Notes to Consolidated Financial Statements" in our 2019 Annual Report for a description of any accounting changes and acquisitions or dispositions of businesses materially affecting the comparability of the information reflected in the Five-Year Summary.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of RTC is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Management has assessed the effectiveness of RTC’s internal control over financial reporting as of December 31, 2020.
In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its *Internal Control—Integrated Framework*, released in 2013*.* Management concluded that based on its assessment, RTC’s internal control over financial reporting was effective as of December 31, 2020.
The effectiveness of RTC’s internal control over financial reporting, as of December 31, 2020, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| /s/ GREGORY J. HAYES | | | | | |
| Gregory J. Hayes | | | | | |
| President and Chief Executive Officer | | | | | |
| | | | | | |
| /s/ ANTHONY F. O’BRIEN | | | | | |
| Anthony F. O’Brien | | | | | |
| Executive Vice President and Chief Financial Officer | | | | | |
| | | | | | |
| /s/ MICHAEL J. WOOD | | | | | |
| Michael J. Wood | | | | | |
| Corporate Vice President and Controller | | | | | |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareowners and Board of Directors of Raytheon Technologies Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Raytheon Technologies Corporation and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
*Change in Accounting Principle*
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
The 2019 and 2018 Consolidated Balance Sheet, and other consolidated financial statements for the years ended 2019, 2018 and 2017, together with the report thereon of PricewaterhouseCoopers LLP dated February 6, 2020 in our 2019 Annual Report, filed as Exhibit 13 to this Form 10-K, are incorporated herein by reference.
The 2019 and 2018 unaudited Selected Quarterly Financial Data appearing in our 2019 Annual Report, filed as Exhibit 13 to this Form 10-K, is incorporated herein by reference.
An excerpt. Shown here: all 0 rewritten, 40 of 2,712 added and all 2 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2019 filing.
Item 9A. CONTROLS AND PROCEDURES
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As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, we carried out an evaluation under the supervision and with the participation of our management, including the [removed: Chairman,] President and Chief Executive Officer (CEO), the [removed: Acting Senior] [added: Executive] Vice President [removed: &] [added: and] Chief Financial Officer (CFO) and the Corporate Vice [removed: President,] [added: President and] Controller (Controller), of the effectiveness of the design and operation of our disclosure controls and procedures.
Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]
Our management has concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which [removed: appears] [added: is set forth] in [removed: our 2019] [added: Item 8 of this] Annual [removed: Report.][added: Report on Form 10-K.]
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
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In the Company’s Form 10-Q report for the quarterly period ended on June 30, [removed: 2019,] [added: 2020,] the Company disclosed, under the heading [removed: "Other"] [added: “Other Matters”] in the [removed: "Business Overview"] [added: “Business Overview”] section of the [removed: "Management’s] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] activities as required by Section 13(r)(1)(D) of the Securities Exchange Act of 1934, as amended (Exchange Act).
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On February 3, 2020, the Company entered into a letter agreement with Judith F.
Marks, President and Chief Executive Officer of Otis, pursuant to which the terms of Ms. Marks’s outstanding annual long-term incentive awards granted on November 1, 2017, January 2, 2018 and February 5, 2019 were modified to provide that, upon an involuntary termination of Ms. Marks’s employment with Otis for reasons other than cause, such awards will be subject to the same treatment provided to retirement eligible participants.
The letter agreement also provides that this involuntary termination treatment will apply to the 2020 annual long-term incentive awards granted to Ms. Marks.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement with Ms. Marks, which is filed herewith as Exhibit 10.40.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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The information required by Item 10 with respect to directors, the Audit Committee of the Board of [removed: Directors and] [added: Directors,] audit committee financial [removed: experts] [added: experts, and the procedures by which our shareowners may recommend nominees to our Board of Directors] is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareowners titled [removed: "Election] [added: “Election] of [removed: Directors" (under] [added: Directors” (including under] the [removed: subheading "Nominees")] [added: subheadings “Nominees”] and [removed: "Corporate Governance"] [added: “Nominating Process”) and “Corporate Governance”] (including under the subheading [removed: "Board Committees").][added: “Board Committees”).]
The following persons are executive officers of [removed: United] [added: Raytheon] Technologies Corporation:
| Name | | | | | | Title | | | | | | Other Business Experience Since [removed: 1/1/2015] [added: 1/1/2016] | | | | | | Age as of [removed: 2/6/2020 | | | | | | | | |] [added: 2/8/2021] | | |
| Christopher T. Calio | | | | | | President, Pratt & Whitney (since January 2020) | | | | | | President, Commercial Engines, Pratt & Whitney; Executive Assistant to the [removed: President] [added: Chairman] & CEO, United Technologies Corporation; [removed: Vice] [added: Executive Assistant to the] President & [removed: General Counsel, UTC Aerospace Systems | | | | | | 46 | | |] [added: CEO, United Technologies Corporation] | | | | | | [added: 47] | | |
| Michael R. Dumais | | | | | | Executive Vice President, [removed: Operations & Strategy, United] [added: Chief Transformation Officer, Raytheon] Technologies Corporation (since January [removed: 2017)] [added: 2021)] | | | | | | [removed: Senior] [added: Executive] Vice President, [removed: Strategic Planning,] [added: Corporate Strategy & Development,] United Technologies Corporation; [added: Executive Vice] President, [removed: Power, Controls] [added: Operations] & [removed: Sensing Systems, UTC Aerospace Systems | | | | | | 53 | | |] [added: Strategy, United Technologies Corporation; Senior Vice President, Strategic Planning, United Technologies Corporation] | | | | | | [added: 54] | | |
| [removed: Charles D. Gill] [added: Frank R. Jimenez] | | | | | | Executive Vice President [removed: &] [added: and] General Counsel, [removed: United] [added: Raytheon] Technologies Corporation (since [removed: 2007)] [added: April 2020)] | | | | | | [removed: Senior] Vice [removed: President and] [added: President,] General [removed: Counsel, United Technologies Corporation | | | | | | 55 | | |] [added: Counsel and Corporate Secretary, Raytheon Company] | | | | | | [added: 56] | | |
| Gregory J. Hayes | | | | | | [removed: Chairman (since September 2016), President and] [added: President,] Chief Executive [removed: Officer, United] [added: Officer and Director, Raytheon] Technologies Corporation (since November 2014) | | | | | | [removed: Senior Vice] [added: Chairman,] President and Chief [removed: Financial] [added: Executive] Officer, United Technologies Corporation | | | | | | [removed: 59 | | | | | | | | |] [added: 60] | | |
| Robert K. Ortberg | | | | | | [added: Director (since April 2020), Special Advisor to the Office of the] Chief Executive Officer, [removed: Collins Aerospace Systems] [added: Raytheon Technologies Corporation] (since [removed: November 2018)] [added: February 2020)] | | | | | | [added: Chief Executive Officer, Collins Aerospace Systems;] Chairman, President and Chief Executive Officer of Rockwell Collins, Inc. | | | | | | [removed: 59 | | | | | | | | |] [added: 60] | | |
All of the officers serve at the pleasure of the Board of Directors of [removed: United] [added: Raytheon] Technologies Corporation or the subsidiary designated.
Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareowners titled [removed: "Other] [added: “Other] Important [removed: Information"] [added: Information”] under the heading [removed: "Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance."] [added: Reports.”] We have adopted a code of [removed: ethics] [added: conduct] that applies to all our directors, officers, employees and representatives.
Amendments to the code of [removed: ethics] [added: conduct] and any grant of a waiver from a provision of the code requiring disclosure under applicable [removed: SEC] [added: Securities and Exchange Commission (SEC)] rules will be disclosed on our website.
Our Corporate Governance Guidelines and the charters of our Board of Directors’ Audit Committee, Compensation Committee, Finance Committee, [removed: and] Governance and Public Policy Committee [added: and Special Activities Committee] are available on our website at [removed: http://www.utc.com/Who-We-Are/Corporate-Governance/Pages/default.aspx.][added: https://www.rtx.com/Our-Company/corporate-governance.]
These materials may also be requested in print free of charge by writing to our Investor Relations Department at [removed: United] [added: Raytheon] Technologies Corporation, [removed: 10 Farm Springs Road,] [added: 870 Winter Street,] Investor Relations, [removed: Farmington, CT 06032.][added: Waltham, MA 02451.]
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| Roy Azevedo | | | | | | President, Raytheon Intelligence & Space (since April 2020) | | | | | | Vice President of Raytheon Company and President of its Space and Airborne Systems (SAS) business unit; Vice President and General Manager of the Intelligence, Surveillance and Reconnaissance Systems product line within SAS; Vice President and General Manager of the Secure Sensor Solutions product line within SAS | | | | | | 60 | | |
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| Kevin G. DaSilva | | | | | | Corporate Vice President, Treasurer, Raytheon Technologies Corporation (since April 2020) | | | | | | Vice President and Treasurer, Raytheon Company | | | | | | 57 | | |
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| Thomas A. Kennedy | | | | | | Executive Chair of the Board of Directors, Raytheon Technologies Corporation (since April 2020) | | | | | | Chairman and Chief Executive Officer, Raytheon Company | | | | | | 65 | | |
| | | | | | | | | | | | | | | | | | | | | |
| Wesley D. Kremer | | | | | | President, Raytheon Missiles & Defense (since April 2020) | | | | | | Vice President of Raytheon Company and President of its Missile Systems business unit; President, Integrated Defense Systems, Raytheon Company | | | | | | 56 | | |
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| Anthony F. O’Brien | | | | | | Executive Vice President and Chief Financial Officer, Raytheon Technologies Corporation (since April 2020) | | | | | | Vice President and Chief Financial Officer, Raytheon Company | | | | | | 56 | | |
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[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
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| Stephen J. Timm | | | | | | President, Collins Aerospace Systems (since February 2020) | | | | | | President, Avionics, Collins Aerospace Systems; Vice President and General Manager, Avionics, Collins Aerospace Systems; Vice President and General Manager, Avionics, Rockwell Collins, Inc.; Vice President & General Manager, Air Transport Systems, Rockwell Collins, Inc. | | | | | | 52 | | |
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| Dantaya M. Williams | | | | | | Executive Vice President & Chief Human Resources Officer, Raytheon Technologies Corporation (since June 2020) | | | | | | Vice President, Human Resources, Pratt & Whitney Commercial Engines | | | | | | 46 | | |
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| Michael J. Wood | | | | | | Corporate Vice President, Controller, Raytheon Technologies Corporation (since April 2020) | | | | | | Vice President, Controller and Chief Accounting Officer, Raytheon Company | | | | | | 52 | | |
Information regarding our Code of Conduct is incorporated herein by reference to the section of our Proxy Statement for the 2021 Annual Meeting of Shareowners titled “Other Important Information” under the heading “Corporate Governance Information, Code of Conduct and How to Contact the Board.” This code is publicly available on our website at http://www.rtx.com/Our-Company/ethics-and-compliance.
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| Elizabeth B. Amato | | | | | | Executive Vice President & Chief Human Resources Officer, United Technologies Corporation (since August 2012) | | | | | | Senior Vice President, Human Resources and Organization, United Technologies Corporation | | | | | | 63 | | | | | | | | | | | |
| Robert J. Bailey | | | | | | Corporate Vice President, Controller, United Technologies Corporation (since September 2016) | | | | | | Vice President & Chief Financial Officer, Pratt & Whitney | | | | | | 55 | | | | | | | | | | | |
| David L. Gitlin | | | | | | President & Chief Executive Officer, Carrier (since June 2019) | | | | | | President and Chief Operating Officer, Collins Aerospace Systems; President, UTC Aerospace Systems; President, Aircraft Systems, UTC Aerospace Systems | | | | | | 50 | | | | | | | | | | | |
| Judith F. Marks | | | | | | Chief Executive Officer (since June 2019) & President, Otis Elevator (since October 2017) | | | | | | Chief Executive Officer, Dresser-Rand (a Siemens company); Chief Executive Officer, Siemens USA; Executive Vice President, Dresser-Rand; President and Chief Executive Officer, Siemens Government Technologies Inc. | | | | | | 56 | | | | | | | | | | | |
| Neil G. Mitchill, Jr. | | | | | | Acting Senior Vice President & Chief Financial Officer (since November 2019) | | | | | | Corporate Vice President, FP&A and Investor Relations, United Technologies Corporation; Vice President & Chief Financial Officer, Pratt & Whitney; Corporate Vice President, Controller, United Technologies Corporation; Corporate Vice President, Global Financial Services, United Technologies Corporation | | | | | | 44 | | | | | | | | | | | |
| David R. Whitehouse | | | | | | Corporate Vice President, Treasurer, United Technologies Corporation (since April 2015) | | | | | | Vice President, Treasurer, United Technologies Corporation; Director, Capital Markets, United Technologies Corporation | | | | | | 53 | | | | | | | | | | | |
This code is publicly available on our website at http://www.utc.com/How-We-Work/Ethics-And-Compliance/Pages/Default.aspx.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareowners titled [removed: "Executive Compensation," "Compensation] [added: “Executive Compensation,” “Compensation] of [removed: Directors"] [added: Directors”] and [removed: "Report] [added: “Report] of the Compensation [removed: Committee."][added: Committee.”]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 15 removed, 0 unchanged
The information relating to security ownership of certain beneficial owners and management [added: and the Equity Compensation Plan Information required by Item 12] is incorporated herein by reference to the [removed: section] [added: sections] of our Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareowners titled [removed: "Share Ownership."][added: “Share Ownership,” “Executive Compensation” and “Approve Amendment to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan.”]
Equity Compensation Plan Information
The following table provides information as of December 31, 2019 concerning Common Stock issuable under UTC’s equity compensation plans.
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| Plan category | | | | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | | | | |
| Equity compensation plans approved by shareowners | | | | | | 16,197,000 | | | (1) | | | $ | 107.76 | | | | | 42,247,000 | | | (3) | | |
| Equity compensation plans not approved by shareowners | | | | | | 252,000 | | | (2) | | | N/A | | | | | | N/A | | | | | |
(1) Consists of the following issuable shares of Common Stock awarded under the United Technologies Corporation 2018 Long-Term Incentive Plan (the “2018 LTIP”) and the United Technologies Corporation Long-Term Incentive Plan, as amended (together with the 2018 LTIP, the “LTIPs”): (i) shares of Common Stock issuable upon the exercise of outstanding non-qualified stock options; (ii) shares of Common Stock issuable upon the exercise of outstanding Stock Appreciation Rights (SARs); (iii) shares of Common Stock issuable pursuant to outstanding restricted stock unit and performance share unit awards, assuming performance at the target level (up to an additional 1,327,000 shares of Common Stock could be issued if performance goals are achieved above target), except for the 2017 performance share unit awards which reflect actual performance achieved; and (iv) shares of Common Stock issuable upon the settlement of outstanding deferred stock units and restricted stock units awarded under the United Technologies Corporation Board of Directors Deferred Stock Unit Plan, as amended and restated effective April 24, 2017.
Under the LTIPs, each SAR referred to in clause (ii) is exercisable for a number of shares of Common Stock having a value equal to the increase in the market price of a share of such stock from the date the SAR was granted.
For purposes of determining the total number of shares to be issued in respect of outstanding SARs as reflected in column (a) above, we have used the NYSE closing price for a share of Common Stock on December 31, 2019 of $149.76.
The weighted-average exercise price of outstanding options, warrants and rights shown in column (b) takes into account only the shares identified in clauses (i) and (ii).
(2) Consists of shares of Common Stock issuable pursuant to outstanding restricted stock unit awards granted under the Rockwell Collins, Inc. 2015 Long-Term Incentive Plan that we assumed upon the acquisition of Rockwell Collins.
(3) Represents the maximum number of shares of Common Stock available to be awarded under the 2018 LTIP as of December 31, 2019.
Performance share units and restricted stock units (Full Share Awards) will result in a reduction in the number of shares of Common Stock available for delivery under the 2018 LTIP in an amount equal to 4.03 times the number of shares to which the award corresponds.
Stock options and stock appreciation rights do not constitute Full Share Awards and will result in a reduction in the number of shares of Common Stock available for delivery under the 2018 LTIP on a one-for-one basis.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 1 added, 0 removed, 0 unchanged
The information required by Item 13 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareowners titled [removed: "Corporate Governance"] [added: “Corporate Governance”] (under the subheading [removed: "Director Independence")] [added: “Director Independence”)] and [removed: "Other] [added: “Other] Important [removed: Information"] [added: Information”] (under the subheading [removed: "Transactions] [added: “Transactions] with Related [removed: Persons").][added: Persons”).]
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 1 added, 0 removed, 1 unchanged
The information required by Item 14 is incorporated by reference to the section of our Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareowners titled [removed: "Appoint] [added: “Appoint] an Independent Auditor for [removed: 2020,"] [added: 2021,”] including the information provided in that section with regard to [removed: "Audit Fees," "Audit-Related Fees," "Tax Fees"] [added: “Audit Fees,” “Audit-Related Fees,” “Tax Fees”] and [removed: "All] [added: “All] Other [removed: Fees."][added: Fees.”]
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
66 rewritten, 50 added, 20 removed, 87 unchanged
[removed: (a)Financial Statements,] [added: (a)] Financial [removed: Statement Schedules] [added: Statements] and [removed: Exhibits][added: Schedules]
| Report of Independent Registered Public Accounting Firm [added: on Financial Statement Schedule] | | | | | | [removed: 31] [added: [I](#ic1191af84175493ba8c7c5a12ec749b7_2261)] | | |
[removed: |] Consolidated Statement of Operations for the [removed: three years ended] [added: Years Ended] December 31, [added: 2020,] 2019 [removed: | | | | | | 33 | | |][added: and 2018]
[removed: |] Consolidated Statement of Comprehensive Income for the [removed: three years ended] [added: Years Ended] December 31, [added: 2020,] 2019 [removed: | | | | | | 34 | | |][added: and 2018]
[removed: |] Consolidated Balance Sheet [removed: as of] [added: at] December 31, [removed: 2019] [added: 2020] and [removed: 2018 | | | | | | 35 | | |][added: 2019]
[removed: |] Consolidated Statement of Cash Flows for the [removed: three years ended] [added: Years Ended] December 31, [added: 2020,] 2019 [removed: | | | | | | 36 | | |][added: and 2018]
[removed: |] Consolidated Statement of Changes in Equity for the [removed: three years ended] [added: Years Ended] December 31, [added: 2020,] 2019 [removed: | | | | | | 37 | | |][added: and 2018]
[removed: |] Notes to Consolidated Financial Statements [removed: | | | | | | 38 | | |]
[removed: Financial Statement Schedule] [added: | SCHEDULE II—Valuation and Qualifying Accounts] for the three years ended December 31, [removed: 2019:][added: 2020 | | | | | | [II](#ic1191af84175493ba8c7c5a12ec749b7_2273) | | |]
All [removed: other] schedules [removed: are] [added: have been] omitted because they are not [added: required, not] applicable or the [removed: required] information is [removed: shown in the financial statements or the notes thereto.][added: otherwise included.]
[added: (b)] Exhibits:
The following list of exhibits includes exhibits submitted with this Form 10-K as filed with the [removed: SEC] [added: Securities] and [added: Exchange Commission (SEC) and] those incorporated by reference to other filings.
| 2.1 | | | [removed: | | | [Agreement] [added: [Separation] and [removed: Plan of Merger,] [added: Distribution Agreement,] dated as of [removed: September 4, 2017,] [added: April 2, 2020,] by and among United Technologies Corporation, [removed: Riveter Merger Sub Corp.] [added: Otis Worldwide Corporation] and [removed: Rockwell Collins, Inc., incorporated] [added: Carrier Global Corporation (incorporated] by reference to [removed: UTC’s] [added: Exhibit 2.1 of the Company’s] Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on [removed: September 6, 2017.](http://www.sec.gov/Archives/edgar/data/101829/000119312517277881/d450418dex21.htm)] [added: April 8, 2020).](http://www.sec.gov/ix?doc=/Archives/edgar/data/101829/000114036120008397/nc10010681x2_8k.htm)] | | | [added: | | |]
| [removed: 2.2 | | |] [added: 10.38] | | | [removed: [Agreement and Plan of Merger,] [added: [Employment Agreement,] dated as of June 9, 2019, by and [removed: among] [added: between] United Technologies [removed: Corporation, Light Merger Sub Corp.] [added: Corporation] and [removed: Raytheon Company,] [added: Gregory J. Hayes,] incorporated by reference to [removed: UTC’s] [added: Exhibit 10.1](http://www.sec.gov/Archives/edgar/data/101829/000114036119010707/nc10002163x1_ex10-1.htm) [the Company](http://www.sec.gov/Archives/edgar/data/101829/000114036119010707/nc10002163x1_ex10-1.htm)[’s] Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on June 10, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/101829/000114036119010707/nc10002163x1_ex2-1.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/101829/000114036119010707/nc10002163x1_ex10-1.htm)] | | | [added: | | |]
| 3(i) | | | [removed: | | |] [Restated Certificate of Incorporation, restated as of April [removed: 25, 2016,] [added: 3, 2020,] incorporated by reference to Exhibit [removed: 3.1] [added: 3.1(b)] to [removed: UTC’s] [added: the Company’s] Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April [removed: 25, 2016.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000057/a2016-04x258xkexhibit31.htm)] [added: 8, 2020.](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex3-1b.htm)] | | | [added: | | |]
| 3(ii) | | | [removed: | | |] [Bylaws as amended and restated [removed: effective](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm) [January] [added: effective April] 3, [removed: 2020](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm)[,](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm) [incorporated] [added: 2020, incorporated] by reference to Exhibit 3.2 to [removed: UTC's] [added: the Company’s] Current Report on Form 8-K (Commission file number 1-812) filed with the SEC [removed: on](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm) [Ja](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm)[nuary 3, 2020](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm)[.](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm)] [added: on April 8, 2020.](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex3-2.htm)] | | | [added: | | |]
| 4.1 | | | [removed: | | |] [Amended and Restated Indenture, dated as of May 1, 2001, between UTC and The Bank of New York, as trustee, incorporated by reference to Exhibit 4(a) to [removed: UTC’s] [added: the Company’s] Registration Statement on Form S-3 (Commission file number 333-60276) filed with the SEC on May 4, 2001. [removed: UTC] [added: The Company] hereby agrees to furnish to the Commission upon request a copy of each other instrument defining the rights of holders of long-term debt of [removed: UTC] [added: the Company] and its consolidated subsidiaries and any unconsolidated subsidiaries.](http://www.sec.gov/Archives/edgar/data/101829/000095013001501267/dex4a.txt) | | | [added: | | |]
| 4.2 | | | [added: [Description of Securities.*](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit422020-12x3110xk.htm)] | | | [removed: [Description of Securities.*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit.htm)] | | |
| 10.1 | | | [removed: | | |] United Technologies Corporation Annual Executive Incentive Compensation Plan, incorporated by reference to Exhibit A to [removed: UTC’s] [added: the Company’s] Proxy Statement for the 1975 Annual Meeting of Shareowners, [Amendment No. [removed: 1](http://www.sec.gov/Archives/edgar/data/101829/0000101829-94-000019.txt)] [added: 1](https://www.sec.gov/Archives/edgar/data/101829/0000101829-96-000008.txt)] thereto, effective January 1, 1995, incorporated by reference to Exhibit 10.2 to [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 1995, and [Amendment No. 2](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex101.htm) thereto, effective January 1, 2009, incorporated by reference to Exhibit 10.1 to [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2008. | | | [added: | | |]
| [removed: 10.2 | | |] [added: 10.8] | | | [United Technologies Corporation [removed: Pension Preservation] [added: Board of Directors Deferred Stock Unit] Plan, as [removed: amended] [added: Amended] and [removed: restated,] [added: Restated,] effective [removed: December 31, 2009,] [added: as of April 29, 2019,] incorporated by reference to Exhibit [removed: 10.3] [added: 10.8] to [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/101829/000119312510027861/dex103.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit108.htm)] | | | [added: | | |]
| 10.3 | | | [removed: | | |] United Technologies Corporation Senior Executive Severance Plan, incorporated by reference to Exhibit 10(vi) to [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 1992, as amended by [Amendment thereto, effective December 10, [removed: 2003](http://www.sec.gov/Archives/edgar/data/101829/000119312504015495/dex104.htm),] [added: 2003](https://www.sec.gov/Archives/edgar/data/101829/000119312504015495/dex104.htm),] incorporated by reference to Exhibit 10.4 of [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2003, and [Amendment thereto, effective June 11, 2008](http://www.sec.gov/Archives/edgar/data/101829/000119312508154825/dex104.htm), incorporated by reference to Exhibit 10.4 of [removed: UTC’s] [added: the Company’s] Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, 2008, and [Amendment thereto, effective February 10, 2011](http://www.sec.gov/Archives/edgar/data/101829/000119312511029695/dex104.htm), incorporated by reference to Exhibit 10.4 to [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2010. | | | [added: | | |]
| 10.4 | | | [removed: | | |] [United Technologies Corporation Deferred Compensation Plan, as amended and restated, effective January 1, 2011, incorporated by reference to Exhibit 10.1 of [removed: UTC’s] [added: the Company’s] Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit101.htm) | | | [added: | | |]
| 10.5 | | | [removed: | | |] [United Technologies Corporation Executive Leadership Group Program, as amended and restated, effective October 15, 2013, incorporated by reference to Exhibit 10.11 to [removed: UTC’s] [added: the Company’s] Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended September 30, [removed: 2013](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1011.htm); [and](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm) [United Tech](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[nol](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[og](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[ies] [added: 2013; United Technologies] Executive Leadership Group [removed: Program](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[,](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm) [effective] [added: Program, effective] April 1, [removed: 2019](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[.*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)] [added: 2019;](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1011.htm) and [Raytheon Technologies Corporation Executive Leadership Group](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1052020-12x3110xk.htm) [](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1052020-12x3110xk.htm)[Program, effective April 3, 2020.](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1052020-12x3110xk.htm)[*](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1052020-12x3110xk.htm)] | | | [added: | | |]
| 10.6 | | | [removed: | | |] [Schedule of Terms for Restricted Share Unit Retention Awards relating to the United Technologies Corporation Executive Leadership Group Program (referred to above in Exhibit 10.6), incorporated by reference to Exhibit 10.12 to [removed: UTC’s] [added: the Company’s] Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended September 30, [removed: 2013](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1012.htm); [and S](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[chedule] [added: 2013; and Schedule] of Terms of Restricted Share [removed: Unit](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm) [Ret](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[e](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[n](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[tion Awards](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm) [re](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[lating] [added: Unit Retention Awards relating] to the United Technologies Leadership Group [removed: Program](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[,] [added: Program,] effective April [removed: 1](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[, 2019](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm) [(refer](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[red](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm) [to] [added: 1, 2019 (referred to] above in Exhibit [removed: 10.5).*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)] [added: 10.5).](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1012.htm)] | | | [added: | | |]
| 10.7 | | | [removed: | | |] [Form of Award Agreement for Restricted Share Unit Retention Awards relating to the United Technologies Corporation Executive Leadership Group Program (referred to above in Exhibit 10.6), incorporated by reference to Exhibit 10.13 to [removed: UTC’s] [added: the Company’s] Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended September 30, [removed: 2013](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1013.htm); [and] [added: 2013; and] Form of Award Agreement for Restricted Share Unit Retention Awards relating to the United Technologies Leadership Group Program, effective April 1, 2019 (referred to above in Exhibit [removed: 10.5).*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit2.htm)] [added: 10.5).](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1013.htm)] | | | [added: | | |]
| [removed: 10.8 | | |] [added: 10.9] | | | [removed: [United] [added: [Retainer Payment Election Form for United] Technologies Corporation Board of Directors Deferred Stock Unit [removed: Plan, as Amended and Restated, effective as of April 29, 2019,] [added: Plan (referred to above in Exhibit 10.8),] incorporated by reference to Exhibit [removed: 10.8] [added: 10.9] to [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit108.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm)] | | | [added: | | |]
| [removed: 10.9 | | |] [added: 10.10] | | | [removed: [Retainer Payment Election Form for] [added: [Form of Deferred Restricted Stock Unit Award relating to the] United Technologies Corporation Board of Directors Deferred Stock Unit [removed: Plan](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm) [(referred] [added: Plan (referred] to above in Exhibit [removed: 10.8),](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm) [incorporated] [added: 10.8), incorporated] by reference to Exhibit [removed: 10.9] [added: 10.10] to [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm)[](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1010.htm)] | | | [added: | | |]
| [removed: 10.10 | | |] [added: 10.25] | | | [removed: [Form] [added: [Schedule] of [removed: Deferred Restricted Stock Unit Award] [added: Terms for performance share unit award] relating to the United Technologies Corporation [removed: Board of Directors Deferred Stock Unit] [added: 2018 Long-Term Incentive] Plan (referred to above in Exhibit [removed: 10.8)](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1010.htm)[,](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1010.htm) [incorporated] [added: 10.22), incorporated] by reference to Exhibit [removed: 10.10 to UTC’s] [added: 10.25 to](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [the Comp](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[any](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1010.htm) .] [added: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)] | | | [added: | | |]
| 10.11 | | | [removed: | | |] [United Technologies Corporation Long-Term Incentive Plan, as amended and restated effective April 28, [removed: 2014](http://www.sec.gov/Archives/edgar/data/101829/000010182914000018/exhibit101-01.htm),] [added: 2014,](http://www.sec.gov/Archives/edgar/data/101829/000010182914000018/exhibit101-01.htm)] incorporated by reference to Exhibit 10.1 to [removed: UTC’s] [added: the Company’s] Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on May 2, 2014, as further amended by [Amendment No. 1, effective as of February 5, 2016](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1012.htm), incorporated by reference to Exhibit 10.12 to [removed: UTC's] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015. | | | [added: | | |]
| 10.12 | | | [removed: | | |] [Schedule of Terms for restricted stock awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.11) (Rev. January 2016), incorporated by reference to Exhibit 10.13 to [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1013.htm) | | | [added: | | |]
| 10.13 | | | [removed: | | |] [Schedule of Terms for non-qualified stock option awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.11) (Rev. January 2016), incorporated by reference to Exhibit 10.15 to [removed: UTC’s] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1015.htm) | | | [added: | | |]
| 10.14 | | | [removed: | | |] [Form of Award Agreement for non-qualified stock option awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.11), incorporated by reference to Exhibit 10.15 to [removed: UTC's] [added: the Company](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1015.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1015.htm)[s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2016.](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1015.htm) | | | [added: | | |]
| 10.15 | | | [removed: | | |] [Schedule of Terms for performance share unit awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.11) (Rev. January 2016), incorporated by reference to Exhibit 10.17 [removed: to UTC’s] [added: to](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1017.htm) [the Company](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1017.htm)[’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1017.htm) | | | [added: | | |]
| 10.16 | | | [removed: | | |] [Schedule of Terms for stock appreciation rights awards relating to the United Technologies Corporation 2005 Long-Term Incentive Plan (referred to above in Exhibit 10.11) (Rev. January 2016), incorporated by reference to Exhibit 10.18 [removed: to UTC’s] [added: to](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1018.htm) [the Company](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1018.htm)[’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1018.htm) | | | [added: | | |]
| 10.17 | | | [removed: | | |] [Form of Award Agreement for restricted stock unit, performance share unit and stock appreciation rights awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.htm)[1](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.htm)[)](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.htm),] [added: 10.11)](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.htm),] incorporated by reference to Exhibit 10.18 to [removed: UTC's] [added: the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2016. | | | [added: | | |]
| [removed: 10.18 | | |] [added: 10.19] | | | [United Technologies Corporation [removed: LTIP Performance Share Unit Deferral] [added: International Deferred Compensation Replacement] Plan, [removed: relating to the Long-Term Incentive Plan (referred to above in Exhibit 10.12),] [added: effective January 1, 2005,] incorporated by reference to Exhibit [removed: 10.36 of UTC’s] [added: 10.35 of](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex1035.htm) [the C](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex1035.htm)[ompany](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex1035.htm)[’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2008.](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex1036.htm)] [added: 2008.](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex1035.htm)] | | | [added: | | |]
| [removed: 10.19 | | |] [added: 10.37] | | | [removed: [United] [added: [Compensation & Covenants Agreement between United] Technologies Corporation [removed: International Deferred Compensation Replacement Plan,] [added: and Robert K. Ortberg,] effective [removed: January 1, 2005,] [added: as of November 26, 2018,] incorporated by reference to Exhibit [removed: 10.35 of UTC’s] [added: 10.37 to the Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2008.](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex1035.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1037.htm)] | | | [added: | | |]
| [removed: 10.20 | | |] [added: 10.21] | | | [United Technologies Corporation [removed: Company Automatic Contribution Excess] [added: Savings Restoration] Plan executed July 16, 2018 (amended and restated as of January 1, [removed: 2010),] [added: 2011),] incorporated by reference to Exhibit [removed: 10.2 to UTC's Quarterly] [added: 10.3 to](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit103.htm) [the Company](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit103.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit103.htm)[s](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit103.htm) [Quarterly] Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit102.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit103.htm)] | | | [added: | | |]
| [removed: 10.21 | | |] [added: 10.39] | | | [United Technologies Corporation [removed: Savings Restoration] [added: Merger Severance] Plan [removed: executed July 16, 2018 (amended] [added: for Corporate Office Executives] and [removed: restated as of January 1, 2011),] [added: Other Key Employees,] incorporated by reference to Exhibit [removed: 10.3 to UTC's] [added: 10.1 of](http://www.sec.gov/Archives/edgar/data/101829/000010182919000038/a2019-063010qexhibit101.htm) [the Company](http://www.sec.gov/Archives/edgar/data/101829/000010182919000038/a2019-063010qexhibit101.htm)[’s] Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit103.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000038/a2019-063010qexhibit101.htm)] | | | [added: | | |]
| 10.22 | | | [removed: | | | [UTC] [added: [Amendment No. 1, effective as of December 6, 2020](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm), [to the UTC] 2018 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to [removed: UTC's] [added: the Company’s] Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on May 3, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000011/exhibit101utc2018long-term.htm)] [added: 2018.*](http://www.sec.gov/Archives/edgar/data/101829/000010182918000011/exhibit101utc2018long-term.htm)] | | | [added: | | |]
(1) The following financial statements of Raytheon Technologies Corporation, supplemental information and report of independent registered public accounting firm are included in this Form 10-K:
Report of PricewaterhouseCoopers LLP dated February 8, 2021 on the Company’s financial statements filed as a part hereof for the fiscal years ended December 31, 2020, 2019 and 2018 and on the Company’s internal control over financial reporting as of December 31, 2020 is included in Part II, Item 8 of this Annual Report on Form 10-K.
The independent registered public accounting firm’s consent with respect to this report appears in Exhibit 23 of this Annual Report on Form 10-K.
(2) List of financial statement schedules:
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
| 10.2 | | | [United Technologies Corporation Pension Preservation Plan, as amended and restated, effective January 1, 2020*](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1022020-12x3110xk.htm) | | | | | |
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
| 10.18 | | | [United Technologies Corporation LTIP Performance Share Unit Deferral Plan, relating to the Long-Term Incentive Plan (referred to above in Exhibit 10.11) as amended and restated, effective January 1, 2020.*](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm) | | | | | |
| 10.20 | | | [United Technologies Corporation Company Automatic Contribution Excess Plan, as amended and restated, effective January 1, 2020.*](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10202020-12x3110xk.htm) | | | | | |
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
| 10.42 | | | [Tax Matters Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation (incorporated by reference to Exhibit 10.2 of](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-2.htm) [the Company](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-2.htm)[’s Current Report on Form 8-K](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-2.htm) [(](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-2.htm)[Commission file number 1-812)](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-2.htm) [filed with the SEC on April 8, 2020).](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-2.htm) | | | | | |
| 10.43 | | | [Employee Matters Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation (incorporated by reference to Exhibit 10.3 of](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-3.htm) [the Company](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-3.htm)[’s Current Report on Form 8-K](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-3.htm) [(Commission file number 1-812)](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-3.htm) [filed with the SEC on April 8, 2020).](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-3.htm) | | | | | |
| 10.44 | | | [First Amendment to Employee Matters Agreement, dated as of May 22, 2020 (incorporated by reference to Exhibit 10.1 of](http://www.sec.gov/Archives/edgar/data/101829/000114036120012730/nt10011962x5_ex10-1.htm) [the Company](http://www.sec.gov/Archives/edgar/data/101829/000114036120012730/nt10011962x5_ex10-1.htm)[’s Current Report on Form 8-K](http://www.sec.gov/Archives/edgar/data/101829/000114036120012730/nt10011962x5_ex10-1.htm) [(Commission file numb](http://www.sec.gov/Archives/edgar/data/101829/000114036120012730/nt10011962x5_ex10-1.htm)[er 1-812)](http://www.sec.gov/Archives/edgar/data/101829/000114036120012730/nt10011962x5_ex10-1.htm) [filed with the SEC on May 29, 2020).](http://www.sec.gov/Archives/edgar/data/101829/000114036120012730/nt10011962x5_ex10-1.htm) | | | | | |
| 10.45 | | | [Intellectual Property Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation (incorporated by reference to Exhibit 10.4 of](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-4.htm) [the](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-4.htm) [Company](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-4.htm)[’s Current Report on Form 8-K](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-4.htm) [(Commission file number 1-812)](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-4.htm) [filed with the SEC on April 8, 2020).](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex10-4.htm) | | | | | |
| 10.46 | | | [Employment Agreement, dated as of June 9, 2019, by and between United Technologies Corporation and Thomas A. Kennedy.*](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10462020-12x3110xk.htm) | | | | | |
| 10.47 | | | [Raytheon Company 2010 Stock Plan, as amended as of May 24, 2017, incorporated by reference to Exhibit 10.2 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2017.](http://www.sec.gov/Archives/edgar/data/1047122/000104712217000148/rtn-07022017xexhibit102.htm) | | | | | |
| 10.48 | | | [Raytheon Company Excess Savings Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2010 and November 1, 2013, incorporated by reference to Exhibit 10.9 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.](http://www.sec.gov/Archives/edgar/data/1047122/000104712214000013/rtn-12312013xexhibit109.htm) | | | | | |
| 10.49 | | | [Raytheon Company Excess Pension Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2009, incorporated by reference to Exhibit 10.10 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.](http://www.sec.gov/Archives/edgar/data/1047122/000104712214000013/rtn-12312013xexhibit1010.htm) | | | | | |
| 10.50 | | | [Raytheon Company Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2011, incorporated by reference to Exhibit 10.11 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.](http://www.sec.gov/Archives/edgar/data/1047122/000104712214000013/rtn-12312013xexhibit1011.htm) | | | | | |
| 10.51 | | | [Raytheon Company Deferred Compensation Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2009, January 1, 2010, May 6, 2010 and November 1, 2013, incorporated by reference to Exhibit 10.12 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.](http://www.sec.gov/Archives/edgar/data/1047122/000104712214000013/rtn-12312013xexhibit1012.htm) | | | | | |
| 10.52 | | | [Raytheon 2019 Stock Plan, incorporated by reference to Appendix A to Raytheon Company’s definitive proxy statement, filed on April 16, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000120677419001337/rtn3506261-def14a.htm#AppendixARaytheon2019StockPlan) | | | | | |
| 10.53 | | | [Form of Change in Control Severance Agreement between Raytheon Company and certain executive officers (providing for benefits in the event of a qualified termination upon a change in control of two times base salary and bonus), incorporated by reference to Exhibit 10.22 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2009.](http://www.sec.gov/Archives/edgar/data/1047122/000119312510038391/dex1022.htm) | | | | | |
| 10.54 | | | [Form of Amendment to Change in Control Severance Agreement between Raytheon Company and its executive officers, incorporated by reference to Exhibit 10.60 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2009.](http://www.sec.gov/Archives/edgar/data/1047122/000119312510038391/dex1060.htm) | | | | | |
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
| 10.55 | | | [Form of Change in Control Severance Agreement between Raytheon Company and certain executive officers (providing for benefits in the event of a qualified termination upon a change in control of one times base salary and bonus), incorporated by reference to Exhibit 10.4 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.](http://www.sec.gov/Archives/edgar/data/1047122/000104712216000254/rtn-04x032016xexhibit104.htm) | | | | | |
| 10.56 | | | [Letter Agreement dated January 21, 2015 by and between Raytheon Company and Anthony F. O’Brien, incorporated by reference to Exhibit 10.1 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.](http://www.sec.gov/Archives/edgar/data/1047122/000104712216000254/rtn-04x032016xexhibit101.htm) | | | | | |
| 10.57 | | | [Letter Agreement dated December 16, 2014 by and between Raytheon Company and Frank R. Jimenez, incorporated by reference to Exhibit 10.2 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.](http://www.sec.gov/Archives/edgar/data/1047122/000104712216000254/rtn-04x032016xexhibit102.htm) | | | | | |
| 10.58 | | | [Amendment to Letter Agreement dated January 23, 2015 by and between Raytheon Company and Frank R. Jimenez, incorporated by reference to Exhibit 10.3 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.](http://www.sec.gov/Archives/edgar/data/1047122/000104712216000254/rtn-04x032016xexhibit103.htm) | | | | | |
| 10.59 | | | [Enhanced Severance Plan for Senior Leadership Team Members, incorporated by reference to Exhibit 10.1 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000104712219000173/rtn-06302019xexhibit101.htm) | | | | | |
| 10.60 | | | [Letter Agreement, dated July 23, 2015, by Raytheon Company and Wesley D. Kremer, incorporated by reference to Exhibit 10.1 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000104712219000126/rtn-03x312019xexhibit101.htm) | | | | | |
| 10.61 | | | [Amendment to Letter Agreement, dated March 21, 2019, by Raytheon Company and Wesley D. Kremer, incorporated by reference to Exhibit 10.2 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000104712219000126/rtn-03x312019xexhibit102.htm) | | | | | |
| 14 | | | Code of Conduct. The RTC Code of Conduct may be accessed via RTC’s website at https://www.rtx.com/our-company/ethics-and-compliance. | | | | | |
| 18 | | | [Prefer](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit182020-12x3110k.htm)[ability](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit182020-12x3110k.htm) [](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit182020-12x3110k.htm)[L](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit182020-12x3110k.htm)[etter](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit182020-12x3110k.htm) [from](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit182020-12x3110k.htm) [PricewaterhouseCoopers LLP](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit182020-12x3110k.htm)[.](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit182020-12x3110k.htm)[*](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit182020-12x3110k.htm) | | | | | |
| 21 | | | [Subsidiaries of Raytheon Technologies Corporation.*](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit212020-12x3110xk.htm) | | | | | |
| 24 | | | [Powers of Attorney of Thomas A. Kennedy, Tracy A. Atkinson, Marshall O. Larsen, George R. Oliver, Robert K. Ortberg, Margaret L. O’Sullivan, Dinesh C. Paliwal, Ellen M. Pawlikowski, Denise L. Ramos, Fredric G. Reynolds, Brian C. Rogers, James A. Winnefeld, Jr. and Robert O. Work.*](https://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit242020-12x3110xk.htm) | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
1.Financial Statements (incorporated herein by reference to the 2019 Annual Report):
| | | | | | | Page Number in Annual Report | | |
| Selected Quarterly Financial Data (Unaudited) | | | | | | 87 | | |
2.
| SCHEDULE I—Report of Independent Registered Public Accounting Firm on Financial Statement Schedule | | | | | | [I](#i_0_85) | | |
| SCHEDULE II—Valuation and Qualifying Accounts | | | | | | [II](#i_0_88) | | |
3.
| Exhibit Number | | | | | | | | |
| 10.37 | | | | | | [Compensation & Covenants Agreement between United Technologies Corporation and Robert K. Ortberg, effective as of November 26, 2018 , incorporated by reference to Exhibit 10.37 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1037.htm) | | |
| 10.39 | | | | | | [United Technologies Corporation Merger Severance Plan for Corporate Office Executives and Other Key Employees, incorporated by reference to Exhibit 10.1 of UTC’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, 2019.](https://www.sec.gov/Archives/edgar/data/101829/000010182919000038/a2019-063010qexhibit101.htm) | | |
| 10.40 | | | | | | [Amendment dated February 3, 2020, to the terms of certain awards granted under UTC’s Long Term Incentive Plans Amendment dated February 3, 2020, to the terms of certain awards granted under UTC’s Long Term Incentive Plans referred to above in Exhibit 10.11 and 10.22, by and between, United Technologies Corporation and Judy Marks.* to above in Exhibit 10.11 and 10.22, by and between, United Technologies Corporation and Judy Marks.*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit5.htm) | | |
| 13 | | | | | | [Excerpts from UTC’s 2019 Annual Report to Shareowners for the year ended December 31, 2019.*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/utx-20191231.htm) | | |
| 14 | | | | | | Code of Ethics. The UTC Code of Ethics may be accessed via UTC’s website at http://www.utc.com/How-We-Work/Ethics-And-Compliance/Pages/Default.aspx. | | |
| 21 | | | | | | [Subsidiaries of the Registrant.*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit3.htm) [of the Registrant.*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm) | | |
| 24 | | | | | | [Powers of Attorney of Lloyd J. Austin III,](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit1.htm) [John V. Faraci, Jean-Pierre Garnier, Christopher J. Kearney, Ellen J. Kullman, Marshall O. Larsen, Harold W. McGraw III, Margaret L. O'Sullivan, Denise L. Ramos, Fredric G. Reynolds and Brian C. Rogers.*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit1.htm) | | |
| 101.INS | | | | | | Inline XBRL Instance Document.* (File name: utx-20191231.xml) | | |
Notes to Exhibits List:
* Submitted electronically herewith.
Exhibits 10.1 through 10.40 are contracts, arrangements or compensatory plans filed as exhibits pursuant to Item 15(b) of the requirements for Form 10-K reports.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statement of Operations for the three years ended December 31, 2019, (ii) Consolidated Statement of Comprehensive Income for the three years ended December 31, 2019, (iii) Consolidated Balance Sheet as of December 31, 2019 and 2018, (iv) Consolidated Statement of Cash Flows for the three years ended December 31, 2019, (v) Consolidated Statement of Changes in Equity for the three years ended December 31, 2019, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Schedule of Valuation and Qualifying Accounts.
An excerpt. Shown here: 40 of 66 rewritten, 40 of 50 added and all 20 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.
Item 16. FORM 10-K SUMMARY
28 rewritten, 53 added, 45 removed, 45 unchanged
| | | | [removed: UNITED TECHNOLOGIES CORPORATION] | | | [added: RAYTHEON TECHNOLOGIES CORPORATION (Registrant)] | | | | | |
| | | | | | | [removed: Acting Senior] [added: | | | Executive] Vice President [removed: &] [added: and] Chief Financial Officer | | | [removed: | | |]
| | | | | | | [removed: Corporate Vice President, Controller] | | | [added: Corporate Vice President and Controller] | | |
Date: February [removed: 6, 2020][added: 8, 2021]
| /s/ GREGORY J. HAYES | | | | | | Director, [removed: Chairman,] President and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 6, 2020] [added: 8, 2021] | | |
| /s/ [removed: ROBERT] [added: MICHAEL] J. [removed: BAILEY] [added: WOOD] | | | | | | Corporate Vice [removed: President,] [added: President and] Controller (Principal Accounting Officer) | | | | | | February [removed: 6, 2020] [added: 8, 2021] | | |
| /s/ MARSHALL O. LARSEN * | | | | | | Director | | | | | | [added: February 8, 2021] | | |
| /s/ MARGARET L. [removed: O'SULLIVAN] [added: O’SULLIVAN] * | | | | | | Director | | | | | | [added: February 8, 2021] | | |
| /s/ DENISE L. RAMOS * | | | | | | Director | | | | | | [added: February 8, 2021] | | |
| /s/ FREDRIC G. REYNOLDS * | | | | | | Director | | | | | | [added: February 8, 2021] | | |
| /s/ BRIAN C. ROGERS * | | | | | | Director | | | | | | [added: February 8, 2021] | | |
| | | | [removed: Charles D. Gill] [added: Frank R. Jimenez] Executive Vice President [removed: &] [added: and] General [removed: Counsel, as Attorney-in-Fact] [added: Counsel] | | |
Report of Independent Registered Public Accounting Firm on [added: Financial Statement Schedule]
To the Shareowners and Board of Directors of [removed: United] [added: Raytheon] Technologies Corporation
Our audits of the consolidated financial statements referred to in our report dated February [removed: 6, 2020] [added: 8, 2021] appearing in the [removed: 2019] [added: 2020] Annual Report to Shareowners of [removed: United] [added: Raytheon] Technologies Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K.
[removed: UNITED] [added: RAYTHEON] TECHNOLOGIES CORPORATION AND SUBSIDIARIES
[removed: Valuation] [added: SCHEDULE II - Valuation] and Qualifying Accounts
Three years ended December 31, [removed: 2019][added: 2020]
| Other adjustments | | | | | | [removed: (17)] [added: (93)] | | |
| Balance, December 31, [removed: 2017] [added: 2017(1)] | | | | | | [removed: 456] [added: $] | [added: 582] | |
| Balance, December 31, [removed: 2018] [added: 2018(1)] | | | | | | [removed: 488] [added: 605] | | |
| [removed: Balance,] [added: Balance,] December 31, [removed: 2019] [added: 2019(1)] | | | | | | [removed: $] [added: 616] | [removed: 389] | |
| Additions charged to income tax expense | | | | | | [removed: 45] [added: 117] | | |
| Additions charged to goodwill, due to acquisitions | | | | | | [removed: —] [added: 2] | | |
| Reductions credited to income tax expense | | | | | | [removed: (29)] [added: (15)] | | |
| Additions charged to income tax expense | | | | | | [removed: 117] [added: 581] | | |
| Additions charged to goodwill, due to acquisitions | | | | | | [removed: 2] [added: 29] | | |
| Reductions credited to income tax expense | | | | | | [removed: (15)] [added: (36)] | | |
Not applicable.
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
| Dated: | | | February 8, 2021 | | | By: | | | /s/ ANTHONY F. O’BRIEN | | |
| | | | | | | | | | Anthony F. O’Brien | | |
| | | | | | | | | | (on behalf of the Registrant and as the Registrant’s Principal Financial Officer) | | |
| | | | | | | | | | | | |
| Dated: | | | February 8, 2021 | | | By: | | | /s/ MICHAEL J. WOOD | | |
| | | | | | | | | | Michael J. Wood | | |
| | | | | | | | | | | | |
| | | | | | | | | | (on behalf of the Registrant and as the Registrant’s Principal Accounting Officer) | | |
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
| /s/ ANTHONY F. O’BRIEN | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February 8, 2021 | | |
| (Anthony F. O’Brien) | | | | | | | | | | | | | | |
| (Michael J. Wood) | | | | | | | | | | | | | | |
| /s/ THOMAS A. KENNEDY * | | | | | | Executive Chair of the Board of Directors | | | | | | February 8, 2021 | | |
| (Thomas A. Kennedy) | | | | | | | | | | | | | | |
| /s/ TRACY A. ATKINSON * | | | | | | Director | | | | | | February 8, 2021 | | |
| (Tracy A. Atkinson) | | | | | | | | | | | | | | |
| /s/ GEORGE R. OLIVER * | | | | | | Director | | | | | | February 8, 2021 | | |
| (George R. Oliver) | | | | | | | | | | | | | | |
| /s/ ROBERT K. ORTBERG * | | | | | | Director | | | | | | February 8, 2021 | | |
| (Robert K. Ortberg) | | | | | | | | | | | | | | |
| /s/ DINESH C. PALIWAL * | | | | | | Director | | | | | | February 8, 2021 | | |
| (Dinesh C. Paliwal) | | | | | | | | | | | | | | |
| /s/ ELLEN M. PAWLIKOWSKI * | | | | | | Director | | | | | | February 8, 2021 | | |
| (Ellen M. Pawlikowski) | | | | | | | | | | | | | | |
| /s/ JAMES A. WINNEFELD, JR. * | | | | | | Director | | | | | | February 8, 2021 | | |
| (James A. Winnefeld, Jr.) | | | | | | | | | | | | | | |
| /s/ ROBERT O. WORK * | | | | | | Director | | | | | | February 8, 2021 | | |
| (Robert O. Work) | | | | | | | | | | | | | | |
| *By: | | | /s/ FRANK R. JIMENEZ | | |
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
Boston, Massachusetts
February 8, 2021
[Table of](#ic1191af84175493ba8c7c5a12ec749b7_2194) [C](#ic1191af84175493ba8c7c5a12ec749b7_2194)[ontents](#ic1191af84175493ba8c7c5a12ec749b7_2194)
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None.
| | | | (Registrant) | | | | | | | | |
| | | | By: | | | /s/ NEIL G. MITCHILL, JR. | | | | | |
| | | | | | | Neil G. Mitchill, Jr. | | | | | |
| | | | By: | | | /s/ ROBERT J. BAILEY | | | | | |
| | | | | | | Robert J. Bailey | | | | | |
| /s/ NEIL G. MITCHILL, JR. | | | | | | Acting Senior Vice President & Chief Financial Officer (Principal Financial Officer) | | | | | | February 6, 2020 | | |
| (Neil G. Mitchill, Jr.) | | | | | | | | | | | | | | |
| (Robert J. Bailey) | | | | | | | | | | | | | | |
| /s/ LLOYD J. AUSTIN III * | | | | | | Director | | | | | | | | |
| (Lloyd J. Austin III) | | | | | | | | | | | | | | |
| | | | | | | Director | | | | | | | | |
| (Diane M. Bryant) | | | | | | | | | | | | | | |
| /s/ JOHN V. FARACI * | | | | | | Director | | | | | | | | |
| (John V. Faraci) | | | | | | | | | | | | | | |
| /s/ JEAN\-PIERRE GARNIER * | | | | | | Director | | | | | | | | |
| (Jean-Pierre Garnier) | | | | | | | | | | | | | | |
| /s/ CHRISTOPHER J. KEARNEY * | | | | | | Director | | | | | | | | |
| (Christopher J. Kearney) | | | | | | | | | | | | | | |
| /s/ ELLEN J. KULLMAN * | | | | | | Director | | | | | | | | |
| (Ellen J. Kullman) | | | | | | | | | | | | | | |
| /s/ HAROLD W. MCGRAW III * | | | | | | Director | | | | | | | | |
| (Harold W. McGraw III) | | | | | | | | | | | | | | |
| *By: | | | /s/ CHARLES D. GILL | | |
SCHEDULE I
Financial Statement Schedule
Hartford, Connecticut
February 6, 2020
SCHEDULE II
| Allowances for Doubtful Accounts and Other Customer Financing Activity: | | | | | | | | |
| Balance, December 31, 2016 | | | | | | $ | 467 | |
| Provision charged to income | | | | | | 88 | | |
| Doubtful accounts written off (net) | | | | | | (82) | | |
| Provision charged to income | | | | | | 54 | | |
| Doubtful accounts written off (net) | | | | | | (37) | | |
| Other adjustments | | | | | | 15 | | |
| Provision charged to income | | | | | | 84 | | |
| Doubtful accounts written off (net) | | | | | | (113) | | |
| Other adjustments | | | | | | (70) | | |
| Balance, December 31, 2016 | | | | | | $ | 545 | |
An excerpt. Shown here: all 28 rewritten, 40 of 53 added and 40 of 45 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2020 filing and the FY2019 filing.