RTX (RTX) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A117 rewritten86 added104 removed210 unchanged
All filing items1,544 rewritten782 added620 removed2,358 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 8 new, 8 reworded and 12 unchanged since FY2021. 7 headings from FY2021 no longer appear.
- Sentence by sentence, 782 added, 620 removed, 1,544 rewritten and 2,358 unchanged across 20 items that differ.
New Item 1A headings (8)
- We face risks relating to our U.S. government contracts and the mix of our U.S. government contracts and programs.
- Our international business is subject to economic, regulatory, competition and other risks.
- Geopolitical factors and changes in policies and regulations could adversely affect our business.
- Competition may reduce our revenues and limit our future opportunities.
- We depend on the availability of materials and performance of our suppliers, and the impacts of global supply chain and labor market disruptions on our supply chain have negatively affected and will continue to negatively affect our business.
- Exports and imports of certain of our products are subject to various export control, sanctions and import regulations and may require authorization from regulatory agencies of the U.S. or other countries.
- We may be unable to obtain debt at competitive rates, on commercially reasonable terms or in sufficient amounts.
- We may be unable to realize expected benefits from strategic initiatives.
Removed Item 1A headings (7)
- The Coronavirus Disease 2019 (COVID-19) Pandemic Has Affected and Continues to Affect Our Business, Supply Chain, Operations and the Industries in which We Operate.
- 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 International Operations Subject Us to Economic Risk As Our Results of Operations and Liquidity May Be Adversely Affected by Changes in Foreign Currency Fluctuations, Economic Conditions, Political Factors, Trade Policies, Sales Methods, and Changes in Local Government Regulation.
- We Use a Variety of Raw Materials, Supplier-Provided Parts, Components, Sub-Systems and Contract Manufacturing Services, and Significant Shortages, Capacity Constraints, Production Disruptions or Price Increases Could Increase Our Operating Costs and Adversely Impact the Competitive Positions of Our Products.
- Quarterly Cash Dividends and Share Repurchases Are Subject to a Number of Uncertainties, and May Affect the Price of Our Common Stock.
- We May Be Unable to Realize Expected Benefits From Strategic Initiatives, and Our Profitability May Be Hurt or Our Business Otherwise Might Be Adversely Affected.
- We May Not Be Able to Engage in Desirable Capital-Raising or Strategic Transactions.
Reworded Item 1A headings (8)
- We
[removed: Design, Manufacture][added: design, manufacture] and[removed: Service Products][added: service products] that[removed: Incorporate Advanced Technologies; The Introduction][added: incorporate advanced technologies; the introduction] of[removed: New Products][added: new products] and[removed: Technologies Involves Risks][added: technologies involves risks,] and[removed: We May Not Realize][added: we may not realize] the[removed: Degree][added: degree] or[removed: Timing][added: timing] of[removed: Benefits Initially Anticipated; Competition May Reduce Our Revenues and Segment Share and Limit Our Future Opportunities.][added: benefits initially anticipated.] - We
[removed: Depend On][added: depend on] the[removed: Recruitment][added: recruitment] and[removed: Retention][added: retention] of[removed: Qualified Personnel,][added: qualified personnel,] and[removed: Our Failure][added: our failure] to[removed: Attract, Train and Retain Such Personnel][added: attract, train] and[removed: to Maintain][added: retain such personnel could seriously harm] our[removed: Corporate Culture and High Ethical Standards Could Seriously Harm Our Business.][added: business.] - We
[removed: Depend On Our Intellectual Property,][added: depend on our intellectual property] and[removed: Have Access][added: have access] to[removed: Certain Intellectual Property and Information of Our Customers and Suppliers; Infringement][added: certain third party intellectual property; infringement] or[removed: Failure][added: failure] to[removed: Protect Our Intellectual Property Could Adversely Affect Our Future Growth][added: protect our intellectual property or access to third party intellectual property could adversely affect our future growth] and[removed: Success.][added: success.] - Our
[removed: Business][added: business] and[removed: Financial Performance May Be Adversely Affected][added: financial performance may be adversely affected] by[removed: Climate Change, Including Related Changes][added: climate change, including changes] in[removed: Regulations, Customer Demand, Technologies][added: regulations, customer demand, technologies] and[removed: Extreme Weather.][added: extreme weather.] - Significant
[removed: Changes][added: changes] in[removed: Key Estimates][added: key estimates] and[removed: Assumptions, Such][added: assumptions with respect to our retirement plans, such] as[removed: Discount Rates and Expected Return][added: discount rate, expected return] on[removed: Plan Assets][added: plan assets] (EROA),[removed: as well as Our Actual Investment Returns on Our Pension Plan Assets]and[removed: Other Actuarial Factors, Could Affect Our Earnings, Equity][added: other actuarial factors, could affect our future earnings, equity] and[removed: Pension Contributions in Future Periods.][added: pension contributions.] - Additional
[removed: Tax Expense][added: tax expense] or[removed: Additional Tax Exposures Could Affect Our Future Profitability.][added: exposures could affect our future profitability.] - We
[removed: May Be Unable][added: may be unable] to[removed: Successfully Integrate][added: successfully complete] the[removed: Legacy Businesses][added: integration] of [added: the legacy businesses of] United Technologies Corporation (UTC) and Raytheon [added: Company] and[removed: Realize][added: realize] the[removed: Anticipated Benefits][added: anticipated benefits] of the Raytheon[removed: Merger.][added: merger.] - If
[removed: Either Distribution, Together][added: either distribution of the stock of Carrier or Otis, together] with[removed: Certain Related Transactions, Were][added: certain related transactions, were] to[removed: Fail][added: fail] to[removed: Qualify][added: qualify] as a[removed: Transaction][added: transaction] that is[removed: Generally Tax-Free, Including][added: generally tax-free, including] as a[removed: Result][added: result] of[removed: Subsequent Acquisitions][added: subsequent acquisitions] of[removed: Our Stock (Including Pursuant][added: our stock (including pursuant] to the Raytheon[removed: Merger) or the Stock of Carrier or Otis, We Could Be Subject][added: merger), we could be subject] to[removed: Significant Tax Liabilities.][added: significant tax liabilities.]
A heading is new when no FY2021 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
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
117 rewritten, 86 added, 104 removed, 210 unchanged
Our [removed: Business May] [added: business may] be [removed: Adversely Affected] [added: adversely affected] by [removed: Changes] [added: changes] in [removed: Global Economic, Capital Market] [added: global economic, capital market] and [removed: Political Conditions.] [added: political conditions.] Our business, operating results, financial condition and liquidity may be adversely affected by changes in global economic [removed: conditions] [added: conditions, international relations] and geopolitical [removed: risks,] [added: events and actions,] including [added: inflation,] credit market conditions, [removed: the inflationary environment in the United States and internationally,] levels of consumer and business confidence, commodity [removed: prices, supply chain challenges,] [added: (including energy) prices and supply, trade policies,] exchange rates, [removed: potential changes in] [added: changing] policy positions or priorities, levels of government spending and deficits, the [removed: availability and cost of labor, the] threat environment, [removed: trade policies,] political conditions, [added: and] actual or anticipated default on sovereign [removed: debt, and other challenges that could affect the global economy.][added: debt.]
[removed: Due] [added: In addition, due] to the nature of our government and commercial aerospace businesses, and [removed: the] [added: their respective] customer and supplier [removed: contracts within those businesses,] [added: contracts,] we may [removed: not] be [removed: able] [added: unable] to increase our contract value or pricing to offset [removed: these] cost increases, in particular on our fixed price contracts.
Our operating profits and margins under our contracts could be adversely affected by these [removed: factors, particularly if the current inflationary pressures are prolonged.][added: factors.]
Similarly, [removed: expected increases in] interest [removed: rates from recent historical lows in the U.S.] [added: rate increases have created financial market volatility] and [removed: in other countries in which we operate] could [added: further] negatively impact financial [removed: markets] [added: markets, lead to an economic downturn or recession,] and tighten the availability of, and increase the cost of capital [removed: for] [added: for,] the Company, which could have an adverse effect on our operating results, financial condition and liquidity.
Tightening of credit in financial markets also 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, [removed: and] could impact the ability of our customers to make [removed: payments.][added: payments, and could increase the risk of supplier financial distress.]
In addition, geopolitical risks could affect government priorities, budgets and policies, [added: such as U.S. approvals of our foreign defense sales as well as sanctions and other trade-restrictive activities,] which could impact sales of defense and other products and services.
The Coronavirus Disease [removed: 2019 (COVID-19) Pandemic Has Affected] [added: 2019 (COVID-19) pandemic has affected our business,] and [removed: Continues] [added: we continue] to [removed: Affect Our Business, Supply Chain, Operations and the Industries in which We Operate.] [added: face risks associated with it.] The [removed: ongoing] COVID-19 pandemic [removed: has] [added: continues to] negatively [removed: affected] [added: affect the global economy,] our [removed: business, supply chains, operations] [added: business] and [added: operations, and] the industries in which we operate.
Any of these [removed: factors, depending on the severity and duration of the COVID-19 pandemic and its effects,] could have a material adverse effect on our [removed: business,] [added: competitive position,] results of operations, financial condition [removed: and] [added: or] liquidity.
The ultimate duration and financial impact of the COVID-19 pandemic [removed: is] [added: remains] unknown at this time.
Changes in U.S. government defense spending for various reasons, including as a result of potential changes in policy [added: or budgetary] positions or priorities, 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 [removed: including: (1)] [added: including U.S. domestic and broader] geopolitical [removed: events; (2)] [added: events,] macroeconomic [removed: conditions;] [added: conditions,] and [removed: (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, and the U.S. government has been unable to complete its budget process before the end of its fiscal year, resulting in both governmental shutdowns and [removed: CRs] [added: continuing resolutions (CRs)] providing only enough funds for U.S. government agencies to continue operating at prior-year levels.
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 [added: governmental finances.]
We [removed: Face Risks Relating] [added: face risks relating] to [removed: Our] [added: our] U.S. [removed: Government Contracts] [added: government contracts] and the [removed: Mix] [added: mix] of [removed: Our U.S. Government Contracts and Programs that Could Negatively Impact] our [removed: Financial Condition, Results of Operations, Liquidity] [added: U.S. government contracts] and [removed: Overall Business.] [added: programs.] The termination of one or more of our [added: U.S. government] contracts, or the occurrence of performance delays, cost [removed: overruns,] [added: overruns (due to inflation or otherwise),] product failures, [removed: materials or] [added: shortages in materials,] components [removed: shortages,] or [added: labor, or] contract definitization delays, could negatively impact our competitive position, results of operations, financial condition and liquidity.
In addition, we are a subcontractor on some [removed: contracts] [added: contracts,] and the U.S. government could terminate the prime contract for convenience or otherwise, without regard to our performance as a subcontractor.
[removed: In addition, because the funding of U.S. government programs is subject to] congressional appropriations made on a fiscal year basis even for multi-year programs, programs are often only partially funded initially and may not continue to be funded in future years.
As a [removed: result,] [added: result of untested or unproven technologies, or modified requirements or specifications,] we may experience technological and other performance [removed: difficulties, which may result in] [added: difficulties (including] delays, setbacks, cost [removed: overruns] [added: overruns,] or product [removed: failures, and could divert] [added: failures),] our attention or resources [added: may be diverted] from other [removed: projects.][added: projects and our future sales opportunities may be impacted.]
Additionally, [removed: in order to win certain U.S. government contracts,] [added: as our customers demand more mature and proven solutions,] we may be required to invest in development prior to [added: contract] award [removed: as our customers demand more mature and proven solutions.][added: with no guarantee of award.]
Under FFP contracts, we receive a fixed price irrespective of the actual costs we [removed: incur] [added: incur,] and we therefore carry the burden of any cost overruns.
OTAs may use fixed-price [removed: contracts] [added: contracting] during all phases of the contract, or mandated contract cost sharing (e.g., one-third of program costs).
[removed: Moreover, from time] [added: In addition, in order] to [removed: time,] [added: support U.S. government priorities,] we may begin performance [removed: under] [added: prior to completing contract negotiations for] an undefinitized contract action with a not-to-exceed [removed: price prior to completing contract negotiations in order to support U.S. government priorities.][added: price.]
Uncertainties in final contract price, specifications and terms, or loss of negotiating leverage associated with particularly long delays in contract [removed: definitization,] [added: definitization] may negatively affect our profitability.
[removed: In addition, as discussed more fully below, our] [added: Our] U.S. government contracts also require us to comply with extensive and evolving procurement rules and regulations and subject us to potential U.S. government audits, investigations, and disputes.
[added: We are also involved in programs that are classified by the U.S.] government, which have security requirements that place limits on our ability to discuss our performance on these programs, including any risks, disputes and claims.
[removed: Our] [added: In addition, because our] financial statements are denominated in U.S. Dollars, [removed: and exchange rate] [added: currency] fluctuations may cause translation gains or losses [removed: when translating] [added: for] non-U.S. operating unit financial statements.
[removed: In addition, the] [added: The] majority of our commercial aerospace [removed: business] sales are [removed: transacted] in U.S. Dollars, while the majority of [added: their non-U.S.] costs [removed: outside the U.S.] are incurred in the applicable local [removed: currency; therefore, fluctuations in the exchange rate of the U.S. Dollar against the local currency could impact our results of operations.][added: currency.]
Our international sales and operations are [added: also] subject to risks associated with local government laws, regulations and policies, including [removed: those related] [added: with respect] to [removed: tariffs, import quotas and other trade barriers,] investments, taxation, exchange controls, capital controls, employment [removed: regulations,] [added: regulations] and [removed: cash repatriation.][added: repatriation of earnings.]
[added: Geopolitical factors and changes in policies and regulations could adversely affect our business.] Our international sales and operations are [removed: also] sensitive to changes in foreign national priorities, [removed: including] [added: foreign] government budgets, [removed: as well as to] [added: and] regional and local political and economic factors, including volatility in energy [removed: prices,] [added: prices or supply,] political or civil unrest, changes in threat environments and political relations, geopolitical uncertainties, and changes in U.S. foreign policy.
[removed: Government policies on international] [added: Events such as increased] trade [removed: and investments, whether adopted by individual governments] [added: restrictions] or [removed: regional] [added: retaliatory] trade [removed: blocs,] [added: policies, renegotiation of existing trade agreements, or regime change] can affect demand for our products and services, [removed: impact] the competitive position of our products, [removed: impact] our [removed: supply,] [added: supply chain,] and [removed: prevent us from being able] [added: our ability] to manufacture or sell products in certain countries.
International transactions may [removed: involve increased financial and legal risks due to differing legal systems and customs and contract laws and regulations, and] include contractual terms that differ from those of similar contracts in the U.S. or that may be interpreted differently in foreign countries.
In addition, in certain foreign countries, [removed: our businesses] [added: we] engage [added: foreign] non-employee [removed: sales representatives.][added: representatives and consultants for]
[removed: Operations] [added: Further, operations] in emerging market countries [removed: can present many] [added: are subject to additional] risks, including volatility in gross domestic product and rates of economic growth, [removed: economic and] government [removed: instability (particularly in certain Middle East countries)] [added: instability,] cultural differences (such as employment and business practices), the imposition of exchange and capital controls, and risks associated with exporting components manufactured in those countries for incorporation into finished products completed in other countries.
[removed: Foreign Military Sales] [added: We engage in both direct commercial sales, which generally require U.S. government licenses and approvals, as well as foreign military sales, which] are government-to-government transactions [removed: that are] initiated by, and carried out at the direction of, the U.S. government.
From time to time, our businesses have sold, and are expected to sell in the [removed: future] [added: future,] additional defense products to [removed: Taiwan] [added: Taiwan,] and we are unable to determine the potential impact, if any, of any future sanctions or other actions by China in response to these sales.
These [removed: potential sanctions] [added: measures have adversely affected] and [removed: export controls, as well as any responses from Russia,] could [added: continue to] adversely affect the Company and/or our supply chain, business partners or customers.
Capital spending and demand for aircraft engines, aerospace products and component aftermarket parts and services by commercial airlines, lessors, other 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 [removed: profits, airline] consolidation, bankruptcies and restructuring activities, competition, the retirement of older aircraft, regulatory changes, terrorism and related safety concerns, general economic conditions, [added: tightening of credit in financial markets,] corporate profitability, cost reduction efforts and remaining performance obligations levels.
Additionally, because a substantial portion of product deliveries to commercial aerospace customers are scheduled for delivery [removed: beyond 2022,] [added: in the future,] changes in economic conditions may cause customers to request that firm orders be rescheduled or canceled.
At times, our aerospace businesses also enter into firm fixed-price or cost-share development contracts with [removed: commercial] customers, which may require us to bear cost overruns related to unforeseen technical and design challenges that arise during the development and early production stages of the program.
We [removed: Design, Manufacture] [added: design, manufacture] and [removed: Service Products] [added: service products] that [removed: Incorporate Advanced Technologies; The Introduction] [added: incorporate advanced technologies; the introduction] of [removed: New Products] [added: new products] and [removed: Technologies Involves Risks] [added: technologies involves risks,] and [removed: We May Not Realize] [added: we may not realize] the [removed: Degree] [added: degree] or [removed: Timing] [added: timing] of [removed: Benefits Initially Anticipated; Competition May Reduce Our Revenues and Segment Share and Limit Our Future Opportunities. We seek to achieve growth through the] [added: benefits initially anticipated. The] design, development, production, sale and support of innovative commercial aerospace and defense systems and products [removed: that incorporate] [added: involves] advanced technologies.
[removed: The product, program and service needs of our customers change and evolve regularly, and we] [added: We] invest substantial amounts in research and development efforts to pursue advancements in a wide range of technologies, products and [removed: services.][added: services aimed at meeting the ever-evolving product, program and service needs of our customers.]
The current global supply chain and labor market challenges and inflationary pressures have negatively affected, and we expect will continue to negatively affect, our performance as well as the performance of our suppliers and subcontractors.
We may not be able to offset lost revenues resulting from contract termination.
Moreover, because the funding of U.S. government programs is subject to
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The timing of contract definitization can be affected by factors specific to the U.S. government, including staffing limitations.
Our international business is subject to economic, regulatory, competition and other risks. Our international sales and operations are subject to risks associated with political and economic factors, regulatory requirements, competition and other risks.
A significant portion of our sales are international, including U.S. export sales.
Our non-U.S. operations transactions may be denominated in local currencies.
Foreign currency exchange rate fluctuations (including their impact on supplier prices) may negatively affect demand for our products and our reported profits, as well as our operating margins.
Differing legal systems, customs and contract laws and regulations pose additional risk.
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
international sales and teaming with international subcontractors, partners and suppliers for international programs.
While we have robust policies and controls in place, these engagements expose us to various challenges including risks associated with the Foreign Corrupt Practices Act (FCPA) and local antibribery laws and regulations.
Our international sales and operations are also sensitive to changes in foreign government laws, regulations and policies, including those related to tariffs, sanctions, embargoes, export and import controls and other trade restrictions.
In addition, given the role of our defense businesses in the support of the national security interests of the U. S. and its allies, we are subject to risks and uncertainties relating to policies of the U.S. and its allies, as well as other countries, including those that are or become regarded as potential adversaries or threats.
Changes in budgets and spending levels, policies, or priorities, which are subject to geopolitical risks and threats, may impact our defense businesses, including the timing of and delays in U.S. government licenses and approvals for sales, the risk of sanctions or other restrictions, as well as potential human rights issues associated with the use of our defense products.
These risks and uncertainties may directly or indirectly impact our commercial businesses as well.
Of note, China previously announced it may take measures against Raytheon Technologies Corporation (RTC) in connection with certain foreign military sales to Taiwan involving RTC products and services.
In addition, China has indicated that it decided to sanction our Chairman and Chief Executive Officer Gregory Hayes, in connection with another potential foreign military sale to Taiwan involving RTC products and services.
RTC is not aware of any specific sanctions against Mr. Hayes or RTC, or the nature or timing of any future potential sanctions or countermeasures.
In addition, in response to the Russian military’s invasion of Ukraine on February 24, 2022, the U.S. government and the governments of various jurisdictions in which we operate, including Canada, the United Kingdom, the European Union, and others, have
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
imposed broad economic sanctions and export controls targeting specific industries, entities and individuals in Russia.
The Russian government has implemented similar counter-sanctions and export controls targeting specific industries, entities and individuals in the U.S. and other jurisdictions in which we operate, including certain members of the Company’s management team and Board of Directors.
These government measures, among other limitations, restrict transactions involving various Russian banks and financial institutions and impose enhanced export controls limiting transfers of various goods, software and technologies to and from Russia, including broadened export controls specifically targeting the aerospace sector.
Delays and/or
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The pandemic and government, business and individual actions in response, including lockdowns, quarantines, border closings and other travel restrictions and requirements, remote working, facilities closures and reduced business and leisure travel, led to significant declines in demand for commercial air travel in 2020 and 2021 and, therefore, for our commercial aerospace products and services.
While we have seen signs of ongoing recovery in the overall demand for commercial air travel and currently expect that recovery to continue, some commercial aviation segments have recovered less quickly than others, and it remains uncertain when commercial air traffic will fully return to and/or exceed pre-pandemic levels.
The resulting financial impact is highly uncertain and subject to a wide range of factors and future developments.
In addition, a resurgence of the pandemic (including COVID-19 variants), regional lockdowns or other negative developments associated with the pandemic could hinder or reverse the commercial air traffic recovery.
Negative developments concerning the effect of the pandemic or additional variants, the efficacy and acceptance of vaccines, new or continued actions to contain the pandemic’s spread or treat its impact, and governmental, business and individual actions taken in response to the pandemic (lockdowns, quarantines, border closings and other travel restrictions and requirements, remote working, facilities closures, and reduced business and leisure travel patterns and work environments) could create significant business disruption for us and our suppliers, subcontractors and customers, exacerbate existing supply chain and labor shortages, redirect government funds and decrease defense budgets, and negatively affect global economic conditions.
These factors could hinder or delay our production capabilities, impede our ability to perform on our obligations to our customers, result in increased costs to us and decreased demand for our products and services, and could negatively affect our performance on our customer
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
contracts and our business, results of operations, financial condition and liquidity.
Identifying and qualifying second- or third- source suppliers can be difficult, time-consuming and may result in increased costs.
In addition, global supply chain and labor markets are continuing to experience high levels of disruption, causing significant materials and parts shortages, as well as delivery delays, labor shortages, distribution issues, energy cost increases and price increases.
Current geopolitical conditions, including sanctions and other trade restrictive activities and strained intercountry relations, are contributing to these issues.
Certain of our suppliers and subcontractors have been unable to hire and retain sufficient qualified personnel for their performance.
We and our suppliers and subcontractors have also experienced difficulties in procuring necessary raw materials and components, including microelectronics.
Given the current inflationary pressures both in the U.S. and in other countries in which we operate, we have and may continue to experience labor and material cost increases at a rate higher than what we have experienced in recent years.
Similarly, such tightening of credit may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy.
As a result of COVID-19, governments, businesses and individuals have taken actions such as instituting lockdowns, quarantines, border closings and other travel restrictions and requirements, adopting remote working and reducing business and leisure travel, which collectively led to an unprecedented decline in demand for commercial air travel.
The unprecedented decrease in air travel adversely affected our airline and airframer customers and their demand for our products and services.
Aircraft manufacturers reduced production rates and cancelled new airframer programs, and, as a result, demand for our original equipment manufacturer (OEM) products decreased.
In addition, significant declines in aircraft flight hours resulted in reduced demand for our aftermarket parts and services.
Airlines and airline leasing companies deferred maintenance services and delayed and cancelled aircraft purchases, negatively impacting our related revenues.
Some airlines accelerated retirement of certain aircraft, eliminating demand for our spare parts and our continuing aftermarket services and negatively impacting our related aftermarket revenues.
A significant portion of our long-term support contracts are driven by actual usage, and therefore, our related revenues have decreased.
Some airlines experienced bankruptcies, and some of our major customers were unable to make timely payment to us.
As a result of these developments, we experienced goodwill impairment charges, credit losses on receivables and contract assets, and unfavorable contract adjustments, among other financial impacts, predominantly in 2020.
In addition, the border closings, lockdowns and labor shortages resulting from COVID-19, as well as the continuing economic recovery, negatively impacted global supply and distribution capabilities.
Decreases in the availability of supplies, increases in the cost of supplies, and delivery issues have caused shortages and delays, as well as increased costs, for the procurement of raw materials, components and other supplies required for our performance.
Moreover, on September 24, 2021, in furtherance of an executive order, the U.S. Safer Federal Workforce Task Force issued guidance requiring federal contractors and subcontractors to comply with COVID-19 safety protocols, including requiring certain employees to be fully vaccinated against COVID-19 except in limited circumstances.
The implementation of this mandate may result in attrition, including attrition of critically skilled labor and difficulty in securing future labor needs, for our workforce, as well as the workforces of our subcontractors, suppliers and customers.
The mandate is currently subject to various legal proceedings.
As a result, the impact of mandate on our operations and performance, as well as on our subcontractors, suppliers and customers, is uncertain.
However, if ultimately required, the mandate could affect our performance on contracts, particularly due to disruptions in subcontractor or supplier performance or deliveries, and have a material adverse effect on our results of operations.
We also experienced challenges from the need to protect employee health and safety, workplace disruptions and restrictions on the movement of people and goods as a result of COVID-19.
The global economic, supply and demand uncertainties caused by COVID-19 remain.
In 2021, new COVID-19
variants emerged and caused additional outbreaks, and there were issues related to availability, distribution and acceptance of vaccines against COVID-19.
Commercial air traffic demand, while improving in certain areas, has not recovered to pre-pandemic levels, and the timing of any such recovery remains uncertain.
Due to the continued effects of COVID-19 and related uncertainty, we expect to continue to experience the challenges described above for an uncertain period of time into the future.
In addition, due to the uncertain nature of the COVID-19 pandemic, we may face new challenges in the future that we had not experienced previously.
For example, we provide aircraft financing commitments, in the form of debt or lease financing, to commercial aerospace customers, who might experience a greater need to utilize our commitments due to the lasting impacts of COVID-19.
If one or more customers exercise financing commitments, we will need to divert cash to satisfy them, and these customers may be unable to make payments on a timely basis, or at all.
Our customers may also experience decreases in production or delays if they fail to comply or lose personnel as a result of existing or new vaccine mandates, which could decrease demand for our products and services.
Moreover, if developments in the COVID-19 pandemic cause significant portions of our workforce or our suppliers’ workforces to be unable to work effectively – due to facilities closures, illness, quarantines, government actions including new or continuing government-mandated safety protocols or other restrictions – such business disruptions could hinder or delay our production capabilities, could otherwise impede our ability to perform on our obligations to our customers, and may also result in increased costs to us.
Developments in the COVID-19 pandemic may affect our ability to hire, develop and retain our talented and diverse workforce, and to maintain our corporate culture.
We continue to conduct talent searches for fully vaccinated replacements for positions vacated due to the vaccine mandate, and it is critical that we find and train new qualified personnel.
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 short-term and long-term capital for the Company and our suppliers and customers including heightened counter party risks associated with foreign exchange hedging transactions, interest rate swaps and solvency of revolving credit facility banks.
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 additional variants and whether additional outbreaks of the pandemic will continue to occur, the efficacy, acceptance, distribution and availability of vaccines, new or continued actions to contain the pandemic’s spread or treat its impact, 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.
governmental finances.
We can give no assurance that we would be awarded new U.S. government contracts to offset the revenues lost as a result of the termination of any of our contracts.
New technologies may be untested or unproven and in some instances, product requirements or specifications may be modified.
Our failure to execute effectively on our development programs could impact our future sales opportunities.
An excerpt. Shown here: 40 of 117 rewritten, 40 of 86 added and 40 of 104 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
316 rewritten, 255 added, 192 removed, 453 unchanged
We operate in four principal business segments: Collins Aerospace [removed: Systems (Collins Aerospace),] [added: (Collins),] Pratt & Whitney, Raytheon Intelligence & Space (RIS) and Raytheon Missiles & Defense (RMD).
[removed: On April 3, 2020, United Technologies Corporation (UTC) (since renamed Raytheon Technologies Corporation) completed] [added: In addition, as a result of] the separation of [removed: its] [added: United Technologies Corporation’s (UTC’s)] business into three independent, publicly traded companies – UTC, Carrier Global Corporation (Carrier) and Otis Worldwide Corporation (Otis) (the Separation [removed: Transactions).][added: Transactions) and the Distributions, 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 [removed: 3: Discontinued Operations”] [added: 1: Basis of Presentation and Summary of Accounting Principles”] within Item 8 of this Form 10-K for additional information.
Unless the context otherwise requires, the terms “we,” “our,” “us,” “the Company,” “Raytheon Technologies,” and “RTC” mean [removed: United] [added: Raytheon] Technologies Corporation and its [removed: 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.][added: subsidiaries.]
Government legislation, policies and [removed: regulations, including] regulations [removed: related to global warming, carbon footprint and fuel efficiency,] can [removed: have a negative] impact [removed: on] our [removed: worldwide] [added: business and] operations.
[removed: Government] [added: In addition, government] and industry-driven safety and performance regulations, restrictions on aircraft engine noise and emissions, [removed: government imposed] [added: government-imposed] travel [removed: restrictions,] [added: restrictions] and [added: limitations, and] government procurement practices can impact our businesses.
Collins [removed: Aerospace] and Pratt & Whitney serve both commercial and government aerospace customers.
Many of our aerospace [removed: operations’] customers are covered under long-term aftermarket service agreements at both Collins [removed: Aerospace] and Pratt & Whitney, which are inclusive of both spare parts and services.
RIS, RMD, and the defense operations of Collins [removed: 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 [removed: priorities and] [added: priorities,] the [added: domestic and] global political [added: environment and the evolving nature of the global and national security threat] environment.
[added: Coronavirus Disease 2019 (COVID-19) Pandemic.] The COVID-19 pandemic continues to negatively affect the global economy, our business and operations, [added: the labor market,] supply chains, [added: inflation,] and the industries in which we [removed: operate.][added: operate, although we continue to see signs of ongoing recovery in commercial air travel.]
[removed: Risk Factors] [added: “Risk Factors”] within Part I of this Form [removed: 10-K.][added: 10-K for further discussion.]
While we believe that the long-term outlook for the aerospace industry remains positive due to the fundamental drivers of air travel demand, [removed: there continues to be] uncertainty [added: continues] with respect to [removed: the point at which] [added: when] commercial air traffic capacity will [added: fully] return to and/or exceed pre-COVID-19 levels.
[removed: Further,] [added: The pace of] the commercial [removed: air travel] [added: aerospace] recovery is tied to general economic conditions and may be impacted by [removed: inflation] [added: inflation, an economic downturn,] or government budget deficits, among other [removed: factors.][added: factors, and may also be impacted by a resurgence of the pandemic and corresponding travel restrictions and protocols.]
For further [removed: discussion, refer to] [added: discussion on FAS/CAS operating adjustment see] the “FAS/CAS operating adjustment” subsection under the “Segment Review” section below.
[removed: Global economic and political conditions, changes in raw material and commodity prices, labor costs, interest rates, foreign currency exchange rates, energy costs,] [added: supply,] levels of air travel, the financial condition of commercial airlines, and the impact from natural disasters and weather conditions create uncertainties that could impact our businesses.
[removed: Foreign Military Sales] [added: In addition, our defense businesses engage in both direct commercial sales, which generally require U.S. government licenses and approvals, as well as foreign military sales, which] are government-to-government transactions [removed: that are] initiated by, and carried out at the direction of, the U.S. government.
[removed: sanctions on] RTC [added: is not aware of any specific sanctions against Mr. Hayes] or [removed: indicated] [added: RTC, or] the nature or timing of any future potential sanctions or [removed: other actions.][added: countermeasures.]
In particular, as of December 31, [removed: 2021,] [added: 2022,] our Contract liabilities include approximately [removed: $430] [added: $385] million of advance payments received from a Middle East customer on contracts for which we no longer believe we will be able to execute or obtain required regulatory approvals.
[removed: –] [added: -] Net [removed: Sales —] [added: Sales:] a growth metric that measures our revenue for the current year;
[removed: –] [added: -] Operating Profit [removed: (Loss) —] [added: (Loss):] a measure of our profit (loss) for the year, before non-operating expenses, net and income taxes; and
[removed: –] [added: -] Operating Profit (Loss) [removed: Margin —] [added: Margin:] a measure of our Operating profit (loss) as a percentage of Total Net Sales.
| (dollars in millions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Total [removed: Net Sales] [added: net sales] | | | $ | [removed: 64,388] [added: 67,074] | | | | | $ | [removed: 56,587] [added: 64,388] | | | | | $ | [removed: 45,349] [added: 56,587] | |
| Operating profit (loss) | | | [removed: 4,958] [added: 5,414] | | | | | | [removed: (1,889)] [added: 4,958] | | | | | | [removed: 4,914] [added: (1,889)] | | |
| Operating profit (loss) margins | | | [removed: 7.7] [added: 8.1] | | % | | | | [removed: (3.3)] [added: 7.7] | | % | | | | [removed: 10.8] [added: (3.3)] | | % |
| Operating cash flow from continuing operations | | | $ | [removed: 7,142] [added: 7,168] | | | | | $ | [removed: 4,334] [added: 7,142] | | | | | $ | [removed: 5,821] [added: 4,334] | |
Total backlog was [removed: $156] [added: $175] billion and [removed: $150] [added: $156] billion as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
We focus on adjusted earnings per share (EPS) and measures to assess our cash generation and the efficiency and effectiveness of our use of capital, such as free cash [removed: flow (FCF),] [added: flow,] both of which are not defined measures under U.S. GAAP and may be calculated differently by other companies.
As described in our “Cautionary Note Concerning Factors That May Affect Future Results” [removed: in] [added: of] this Form 10-K, our period-to-period comparisons of our results, particularly at a segment level, may not be indicative of our future operating results.
[added: The] following discussions of comparative results among periods, including the discussion of segment results, should be viewed in this context.
[removed: As discussed further above in “Business Overview,” the] [added: The] results of RIS and RMD reflect the period subsequent to the completion of the Raytheon [removed: Merger] [added: merger] on April 3, 2020.
As such, the results of RIS and RMD for the second quarter of 2020 exclude results prior to the date of completion of the [removed: Raytheon Merger, the estimated impact of which is approximately $400 million of sales and approximately $45 million of operating profit.]
We believe that these [removed: non-GAAP] [added: non-Generally Accepted Accounting Principles (non-GAAP)] measures are useful to investors because they provide transparency to the underlying performance of our business, which allows for better year-over-year comparability.
The organic change in Net sales, Cost of sales and Operating [removed: Profit] [added: profit] (loss) excludes [removed: acquisitions] [added: Acquisitions] and divestitures, net, and the effect of foreign currency exchange rate translation fluctuations and other significant [removed: non-recurring and] non-operational items [removed: (“Other.”).][added: and/or significant operational items that may occur at irregular intervals (Other).]
Acquisition accounting adjustments include the amortization of acquired intangible assets related to acquisitions, the amortization of the property, plant and equipment fair value adjustment acquired through [removed: acquisitions and] [added: acquisitions,] the amortization of customer contractual obligations related to loss making or below market contracts [removed: acquired.][added: acquired, and goodwill impairment.]
| (dollars in millions) | | | [removed: 2021] [added: 2022] | | | | | | [added: 2021 | | | | | |] 2020 | | |
| Organic (1) | | | $ | [removed: 724] [added: 3,660] | | | | | $ | [removed: (10,438)] [added: 724] | |
| Acquisitions and divestitures, net | | | [removed: 6,961] [added: (676)] | | | | | | [removed: 21,662] [added: 6,961] | | |
| Other | | | [removed: 116] [added: (298)] | | | | | | [removed: 14] [added: 116] | | |
| Total change | | | $ | [removed: 7,801] [added: 2,686] | | | | | $ | [removed: 11,238] [added: 7,801] | |
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide information to the reader in understanding our consolidated financial statements and notes thereto included in Item 8.
Financial Statements and Supplementary Data of this Form 10-K, the changes in certain key items in those financial statements between select periods and the primary factors that accounted for those changes.
In addition, we discuss certain accounting principles, policies and critical estimates that affect our financial statements.
Our discussion also contains some additional context regarding our business, including industry considerations and the business environment, as well as certain forward-looking statements related to future events and expectations.
This MD&A should be read in conjunction with the other sections of this Form 10-K, including Item 1A.
“Risk Factors.”
The Company recently announced its intention to streamline the structure of its core businesses into three principal business segments: Collins Aerospace, Pratt & Whitney and Raytheon.
The Company plans to determine the exact composition of each segment and implement the reorganization in the second half of 2023.
All segment information included in this Form 10-K is reflective of the existing four segments of Collins, Pratt & Whitney, RIS and RMD in accordance with the management structure in place as of December 31, 2022.
Changes in these budget and spending levels, policies, or priorities, which are subject to U.S. domestic and foreign geopolitical risks and threats, may impact our defense businesses, including the timing of and delays in U.S. government licenses and approvals for sales, the risk of sanctions or other restrictions.
Changes in environmental and climate change laws or regulations, including regulations on greenhouse gas emissions, carbon pricing, and energy taxes, could lead to new or additional investment in product designs and facility upgrades and could increase our operational and environmental compliance expenditures, including increased energy and raw materials costs and costs associated with manufacturing changes.
Business Environment
Global economic and political conditions, changes in raw material and commodity prices and supply, labor availability and costs, inflation, interest rates, international and domestic tax law changes, foreign currency exchange rates, energy costs and
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
Global Supply Chain and Labor Markets. Global supply chain and labor markets are continuing to experience high levels of disruption, causing significant materials and parts shortages, including raw material, microelectronics and commodity shortages, as well as delivery delays, labor shortages, distribution problems and price increases.
Current geopolitical conditions, including sanctions and other trade restrictive activities and strained intercountry relations, are contributing to these issues.
We have had difficulties procuring necessary materials, including raw materials, components and other supplies, and services on a timely basis or at all.
We have also had difficulties hiring qualified personnel, particularly personnel with specialized engineering experience and security clearances.
Our suppliers and subcontractors have been impacted by the same issues, as well as ongoing pandemic-related issues, compounding the shortages for us because we rely on them, sometimes as sole-source providers.
In addition, as the ongoing recovery in commercial air travel continues, the anticipated increase in new aircraft deliveries and increased demand for our products and services will add to these supply chain and labor market challenges.
We work continuously to mitigate the effects of these supply chain and labor constraints through targeted activities and ongoing programs.
We work with our suppliers and subcontractors to assist in mitigation, arrange supply source alternatives, increase our inventory of available materials and parts, and regularly pursue cost reductions through a number of mechanisms.
We also continuously monitor labor market conditions and trends and work to mitigate constraints through talent acquisition, partnership, sourcing and recruiting arrangements, workforce succession planning, and initiatives to attract, retain and rehire former employees.
Geopolitical Matters. In response to the Russian military’s invasion of Ukraine on February 24, 2022, the U.S. government and the governments of various jurisdictions in which we operate, including Canada, the United Kingdom, the European Union, and others, have imposed broad economic sanctions and export controls targeting specific industries, entities and individuals in Russia.
The Russian government has implemented similar counter-sanctions and export controls targeting specific industries, entities and individuals in the U.S. and other jurisdictions in which we operate, including certain members of the Company’s management team and Board of Directors.
These government measures, among other limitations, restrict transactions involving various Russian banks and financial institutions and impose enhanced export controls limiting transfers of various goods, software and technologies to and from Russia, including broadened export controls specifically targeting the aerospace sector.
These measures have adversely affected, and could continue to adversely affect, the Company and/or our supply chain, business partners or customers.
In the quarter ended March 31, 2022, we reversed $1.3 billion of backlog, which would have been recognized over a span of approximately 10 years, and recorded certain impairment charges and increases to reserves related to operations at our Pratt & Whitney and Collins businesses, as discussed further in “Note 1: Basis of Presentation and Summary of Accounting Principles” within Item 8 of this Form 10-K.
These adverse impacts have been mitigated in part by the identification of alternative suppliers and an increase in the global demand for our products as a result of the current geopolitical environment.
Based on information available to date, we do not currently expect these issues will have a material adverse effect on our financial results.
China previously announced that it may take measures against RTC in connection with certain foreign military sales to Taiwan.
In addition, China has indicated that it decided to sanction our Chairman and Chief Executive Officer Gregory Hayes, in connection with another potential foreign military sale to Taiwan involving RTC products and services.
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
New Legislation. In August 2022, the Creating Helpful Incentives to Produce Semiconductors (CHIPS) and Sciences Act and the Inflation Reduction Act were signed into law, each effective as of January 1, 2023.
These new pieces of legislation include the implementation of a new corporate alternative minimum tax, an excise tax on stock buybacks, and tax incentives for energy and climate initiatives, among other provisions.
We are evaluating the legislation and currently do not expect the legislation to have a material impact on our operations, financial condition or liquidity.
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Raytheon merger, the estimated impact of which is approximately $400 million of sales and approximately $45 million of operating profit.
| Total net sales | | | $ | 67,074 | | | | | $ | 64,388 | | | | | $ | 56,587 | |
| (dollars in millions) | | | 2022 | | | | | | 2021 | | |
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 Distributions).
Immediately following the Separation Transactions and Distributions, on April 3, 2020, UTC and Raytheon Company completed their all-stock merger of equals transaction (the Raytheon Merger), pursuant to which Raytheon Company became a wholly-owned subsidiary of UTC and UTC was renamed Raytheon Technologies Corporation (RTC).
UTC was determined to be the accounting acquirer in the Raytheon 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.
Unless the context otherwise requires, the terms “Raytheon Company,” or “Raytheon” mean Raytheon Company and its subsidiaries prior to the Raytheon Merger.
Business Transformation and Operational Excellence
We are leveraging the Raytheon Merger to undertake various strategic initiatives to transform the Company and increase our existing focus on operational excellence.
These initiatives include our new Customer Oriented Results Excellence (CORE) operating system, significant investments in digital technologies across our business to enhance our products and services, and structural cost reduction initiatives.
We are also continuing to develop advanced technologies, including through specific technology-focused business acquisitions.
Coronavirus Disease 2019 (COVID-19) Pandemic
For a discussion of the risk factors associated with the COVID-19 pandemic, refer to Item 1A.
As a result of all of these factors, we expect our future operating results, particularly those of our Collins Aerospace and Pratt & Whitney businesses, to continue to be negatively impacted when compared to pre-COVID-19 (2019) results.
Our RIS and RMD businesses, although experiencing some negative impacts, primarily from supply chain pressures and labor shortages, have not experienced significant business disruptions as a result of the COVID-19 pandemic.
We have seen indications that commercial air travel is recovering in certain areas of demand; however, other areas continue to lag.
In addition, while global vaccination rates have increased, infection from COVID-19 variants have continued, which may impact the pace of the commercial aerospace recovery.
However, we continue to estimate that a full recovery may occur in 2023 or 2024.
As our commercial aerospace business recovers, we have seen increases in certain employee-related and discretionary costs, which had decreased in the aftermath of COVID-19 due to one-time cost reduction actions in 2020.
A recovery may also impact our judgments around credit risk related to estimated credit losses.
In addition, in March 2021, Congress passed the American Rescue Plan Act of 2021 (ARPA) which included pension funding relief provisions.
We continue to monitor for any further government guidance related to COVID-19 that may be issued.
On September 24, 2021, in furtherance of an executive order, the U.S. Safer Federal Workforce Task Force issued guidance requiring federal contractors and subcontractors to comply with COVID-19 safety protocols, including requiring certain employees to be fully vaccinated against COVID-19 except in limited circumstances.
The implementation of this mandate may result in attrition, including attrition of critically skilled labor and difficulty in securing future labor needs, for our workforce, as well as the workforces of our subcontractors, suppliers and customers.
The mandate is currently subject to various legal proceedings.
As a result, the impact of mandate on our operations and performance, as well as on our subcontractors, suppliers and customers, is uncertain.
However, if ultimately required, the mandate could affect our performance on contracts, particularly due to disruptions in subcontractor or supplier performance or deliveries, and have a material adverse effect on our results of operations.
New information may continue to emerge concerning the scope, severity and duration of the COVID-19 pandemic, as well as any worsening of the pandemic, the effect of additional variants, the efficacy, acceptance, distribution and availability of vaccines, new or continued actions to contain the pandemic’s spread or treat its impact, and governmental, business and individual 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.
Other Matters
With regard to political conditions, in July 2019, the U.S. government suspended Turkey’s participation in the F-35 Joint Strike Fighter program because Turkey accepted delivery of the Russian-built S-400 air and missile defense system.
The U.S. has imposed, and may impose additional, sanctions on Turkey, as well as contractual restrictions on the use of Turkish sources on certain military programs, as a result of this or other political disputes.
Turkish companies supply us with components, some of which are sole-sourced, primarily in our aerospace operations for commercial and military engines and aerospace products.
Depending upon the scope and timing of U.S. sanctions or contractual prohibitions on Turkey and potential reciprocal actions, if any, such sanctions or actions could impact our sources of supply and could have a material adverse effect on our results of operations, cash flows or financial condition.
In addition, in October 2020, the People’s Republic of China (China) announced that it may sanction RTC in connection with a possible Foreign Military Sale to Taiwan of six MS-110 Reconnaissance Pods and related equipment manufactured by Collins Aerospace.
To date, the Chinese government has not imposed
Risk Factors within Part I of this Form 10-K for further discussion of these items.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Segment backlog does not include intercompany backlog.
We feel these measures are balanced among long-term and short-term performance, efficiency and growth.
The
An excerpt. Shown here: 40 of 316 rewritten, 40 of 255 added and 40 of 192 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
6 rewritten, 1 added, 0 removed, 22 unchanged
Refer to “Note 1: Basis of Presentation and Summary of Accounting Principles,” “Note 10: Borrowings and Lines of Credit” and “Note [removed: 15:] [added: 14:] Financial Instruments” within Item 8 of this Form 10-K for additional discussion of foreign currency exchange, interest rates and financial instruments.
The aggregate notional amount of our outstanding foreign currency hedges was [removed: $8.5] [added: $11.2] billion and [removed: $11.6] [added: $8.5] billion at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
A 10% unfavorable exchange rate movement in our portfolio of foreign currency contracts would have resulted in an increase in unrealized losses of [removed: $0.6] [added: $0.9] billion and [removed: $0.8] [added: $0.6] billion at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
The majority of this hedging activity occurs at P&WC and [removed: Collins Aerospace,] [added: Collins,] and hedging activity also occurs to a lesser extent at the remainder of Pratt & Whitney.
At P&WC and [removed: Collins Aerospace,] [added: Collins,] 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.
A 100 basis points unfavorable interest rate movement would have had an approximate [added: $3 billion and] $4 billion impact on the fair value of our fixed-rate debt at [removed: both] December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
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Item 1. BUSINESS
73 rewritten, 78 added, 53 removed, 127 unchanged
Our operations are classified into four principal business segments: Collins Aerospace [removed: Systems,] [added: (Collins),] Pratt & Whitney, Raytheon Intelligence & Space [added: (RIS)] and Raytheon Missiles & [removed: Defense,] [added: Defense (RMD),] with each segment comprised of groups of similar operations.
Collins [removed: Aerospace Systems.] [added: Aerospace.] Collins [removed: Aerospace Systems (Collins Aerospace)] is a leading global provider of technologically advanced aerospace and defense products and aftermarket service solutions for aircraft manufacturers, airlines, and regional, business and general aviation, as well as for defense and commercial space operations.
[removed: Collins Aerospace’s] [added: Collins’] product lines include integrated avionics systems, aviation systems, communications systems, navigation systems, electric power generation, management and distribution systems, environmental control systems, flight control systems, air data and aircraft sensing systems, engine control systems, engine components, engine nacelle systems, including thrust reversers and mounting pylons, interior and exterior aircraft lighting, aircraft seating and cargo systems, evacuation systems, landing systems, including landing gear, wheels and braking systems, hoists and winches, fire and ice detection and protection systems, actuation systems, and propeller systems.
Collins [removed: Aerospace] also designs, manufactures, and supports cabin interior, oxygen systems, food and beverage preparation, storage and galley systems, lavatory and wastewater management systems.
[removed: Collins Aerospace] [added: Collins’] 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.
Collins [removed: Aerospace] also provides connected aviation solutions and services through worldwide voice and data communication networks and solutions.
Collins [removed: Aerospace] sells aerospace and defense products and services to aircraft manufacturers, airlines and other aircraft operators, the U.S. and foreign governments, defense contractors, maintenance, repair and overhaul providers, and independent distributors around the world.
[removed: Collins Aerospace’s] [added: Collins’] largest commercial customers are Boeing and Airbus with combined sales, prior to discounts and incentives, of [removed: 18%, 21%] [added: 20%, 18%] and [removed: 27%] [added: 21%] of total Collins [removed: Aerospace] segment sales in [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.
[added: In addition,] Collins [removed: Aerospace] continued its significant product development activities, including for major systems on the [added: Airbus] A321XLR, the Boeing [removed: 777X, the Irkut MC-21,] [added: 777X and 737 MAX 10,] the Dassault [added: Falcon] 6X [removed: Falcon,] and the Xian MA700, [removed: as well as] [added: final certification on COMAC’s C919, and] systems in support of the Boeing T-7A trainer and the Boeing VC-25B.
Collins [removed: Aerospace] also received numerous [added: commercial air transport] contract awards for [added: airline selected] buyer-furnished equipment installation for interiors, avionics, and wheels and brakes, [removed: and strategically important contract awards for its FlightSense® full life-cycle support services.][added: along with a number of long-term FlightSense airline maintenance agreements.]
Pratt & Whitney’s largest commercial customer by sales is Airbus, with sales, prior to discounts and incentives, of [removed: 31%, 30% and] [added: 33%,] 31% [added: and 30%] of total Pratt & Whitney segment sales in [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.
PW1000G GTF engine models also power the Airbus A220 passenger aircraft and Embraer’s E-Jet E2 family of [removed: aircraft and have been certified by the Russian civil aviation authority to power the Irkut MC-21 passenger] aircraft.
In addition, P&WC’s PW800 engine has been selected to exclusively power Gulfstream’s G400, G500 and G600 business jets, as well as to power Dassault’s Falcon 6X business jet, which is scheduled to enter into service in [removed: 2022.][added: 2023.]
At December 31, [removed: 2021,] [added: 2022,] the interests of third-party collaboration participants in Pratt & Whitney-directed jet engine programs ranged, in the aggregate per program, from 13% to 49%.
The GTF Advantage configuration [removed: further] extends the economic and environmental benefits of [removed: the existing] [added: today’s] GTF engine, as it reduces fuel consumption by an additional 1 percent, extending the engine's lead as the most efficient powerplant for the A320neo family.
The GTF family now powers more than [removed: 1,100] [added: 1,400] aircraft across [removed: 58] [added: 64] airlines and three aircraft platforms: Airbus A320neo family, Airbus A220 and Embraer E-Jets E2.
In addition, 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 [removed: and achieved several F135 production milestones,] including [removed: the delivery of the 800th production engine] [added: an undefinitized contract action for Lots 15-17] and [removed: continuing] [added: funding] to [removed: add more] [added: begin work on an] F135 engine [removed: maintenance, repair, overhaul and upgrade (MRO&U) global capacity by activating MRO&U facilities, or depots, in the Netherlands and Australia.][added: core upgrade.]
Raytheon Intelligence & Space. [removed: Raytheon Intelligence & Space (RIS)] [added: RIS] is a [removed: global] leading [removed: developer and] provider of integrated space, communication and sensor [removed: systems for advanced missions in all domains,] [added: systems,] and cyber and software solutions to intelligence, defense, federal and commercial customers.
RIS serves as a prime contractor or major subcontractor on contracts with the U.S. Intelligence Community, [removed: U.S. Department of Defense (DoD),] [added: DoD,] Department of Homeland Security, the Federal Aviation Administration (FAA), National Aeronautics and Space Administration, and other international and classified customers.
[removed: In 2021,] RIS continued to invest in advancing its products and services, as well as developing next generation capabilities to meet evolving customer missions.
RIS achieved significant advancements in key capabilities across its portfolio, including [removed: laser technologies; intelligence surveillance and reconnaissance electro-optical/infrared (EO/IR) radar frequency products;] tactical airborne radars for current and future manned and unmanned [removed: aircraft;] [added: aircraft, intelligence surveillance and reconnaissance electro-optical/infrared (EO/IR) radar frequency products, laser technologies, and] classified space mission [removed: systems; offensive and defensive cyber solutions; and the Next Generation Jammer system.][added: systems.]
[added: In 2022,] RIS continued to grow its classified business, receiving a number of significant contracts.
RMD serves as a prime contractor or major subcontractor on numerous programs with the [removed: U.S.] DoD, including the U.S. Navy, U.S. Army, Missile Defense [removed: Agency,] [added: Agency (MDA),] and U.S. Air Force, and international governments.
As worldwide businesses, our operations can be affected by a variety of economic, industry and other factors, including those described in this section, in Item [removed: 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 1, “Cautionary Note Concerning Factors That May Affect Future Results,” and in Item 1A, “Risk Factors” in this Form 10-K.][added: 7.]
Coronavirus Disease 2019 (COVID-19) Pandemic. The COVID-19 pandemic continues to negatively affect the global economy, our business and operations, [added: the labor market, supply chains, inflation,] and the industries in which we operate.
“Risk Factors” [removed: in] [added: of] this Form 10-K.
| (dollars in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Sales to the U.S. government (1) | | | | | | $ | [removed: 31,177] [added: 30,317] | | | | | $ | [removed: 25,962] [added: 31,177] | | | | | $ | [removed: 9,094] [added: 25,962] | |
| Sales to the U.S. government as a percentage of Total Net Sales (1) | | | | | | [removed: 48] [added: 45] | | % | | | | [removed: 46] [added: 48] | | % | | | | [removed: 20] [added: 46] | | % |
See “Note [removed: 22:] [added: 21:] Segment Financial Data” within Item 8 of this Form 10-K for additional information.
| Total international sales (1) | | | | | | $ | [removed: 24,377] [added: 25,884] | | | | | $ | [removed: 22,027] [added: 24,377] | | | | | $ | [removed: 23,952] [added: 22,027] | |
| Total international sales as a percentage of Total Net Sales (1) | | | | | | [removed: 38] [added: 39] | | % | | | | [removed: 39] [added: 38] | | % | | | | [removed: 53] [added: 39] | | % |
Total backlog was [removed: $156] [added: $175] billion and [removed: $150] [added: $156] billion as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
[added: Diversity, Equity and Inclusion (DE&I).] We strive to advance a diverse, equitable and inclusive work environment.
[removed: In 2021, we renamed the compensation committee of the RTC Board of Directors the] [added: Governance. The] Human Capital & Compensation Committee [removed: and designated] [added: of] the [removed: committee to provide oversight] [added: RTC Board] of [added: Directors oversees the Company’s] human capital management.
[added: Workforce Demographics.] As of December 31, [removed: 2021,] [added: 2022,] our global employee population consisted of a total of approximately [removed: 174,000] [added: 182,000] employees, including approximately [removed: 58,000 engineers] [added: 55,000 engineering professionals] and approximately [removed: 30,000] [added: 31,000] employees represented by labor unions and other employee representative bodies.
Our employees are located in [removed: 54] [added: 52] countries, with [removed: 72%] [added: 70%] of our employees located in the U.S.
We have [removed: established] a DE&I advisory board of senior leaders.
We also invest in a more diverse workforce by supporting science, technology, engineering and mathematics initiatives for women and [removed: students] [added: people] of color, and providing opportunities and support to military [removed: veterans.][added: veterans, people with disabilities and the LGBTQ+ community.]
As of December 31, [removed: 2021,] [added: 2022,] women represented 25% of our global workforce and [removed: 30%] [added: 33%] of our global executives, and people of color represented [removed: 31%] [added: 32%] of our U.S. employee population and 17% of our U.S. executives.
Raytheon Technologies, formerly known as United Technologies Corporation (UTC), was incorporated in Delaware in 1934.
The Company recently announced its intention to streamline the structure of its core businesses into three principal business segments: Collins Aerospace, Pratt & Whitney and Raytheon.
The Company plans to determine the exact composition of each segment and implement the reorganization in the second half of 2023.
All segment information included in this Form 10-K is reflective of the existing four segments of Collins, Pratt & Whitney, Raytheon Intelligence & Space and Raytheon Missiles & Defense in accordance with the management structure in place as of December 31, 2022.
In 2022, Collins was awarded significant defense contracts for the electric power generation system on the B-52 modernization program, along with multiple awards related to enabling the Department of Defense’s Joint All Domain Command and Control (JADC2) initiatives for the connected battlespace, including a five-year contract by the U.S. Army for the Mounted Assured Positions, Navigation and Timing System (MAPS) Gen II and a contract for the mission system for the U.S. Army Air Launched Effects (ALE).
Collins was also one of two companies selected to develop and produce NASA’s next-generation spacesuit for the International Space Station and for Artemis.
In addition, in 2022, Collins integrated the FlightAware Foresight portfolio of industry-leading machine learning based predictive analytics, following Collins’ acquisition of FlightAware in November 2021.
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
In 2022, Pratt & Whitney reached significant milestones on the GTF engine program, including surpassing a billion gallons of fuel saved and 10 million metric tons of carbon emissions avoided since entry into service.
The GTF Advantage engine for the A320neo family began Federal Aviation Regulations Part 33 (FAR33) certification and development flight testing on the A320neo aircraft, and successfully ran on 100% sustainable aviation fuel (SAF).
The year also saw the entry into service of multiple new platforms, including the Cessna SkyCourier, Daher Kodiak 900 and TBM960, and ATR’s next generation 42 & 72 aircraft powered by the new PW127XT-M engines, with Transport Canada engine certifications of the PW127XT-M, PW812GA and PW812D engines to power the ATR 72-600 regional turboprop, Gulfstream G400 and Dassault Falcon 6X aircraft respectively.
The F135 program also achieved several F135 production milestones, including the delivery of the 1,000th production engine, and Pratt & Whitney added new customers, Switzerland, Canada, and Germany to the program.
Significant activity continued on development programs including the Adaptive Engine Testing Program, as well as the rollout ceremony for the Northrop Grumman B-21 Raider, powered by Pratt & Whitney engines.
RIS’s Sensing and Effects business provides intelligence, surveillance and reconnaissance, precision targeting radars, and electronic warfare solutions across all domains, as well as end-to-end space solutions, including missile warning and intelligence, weather, and navigation.
RIS Sensing and Effects products include the Multi-Spectral Targeting System (MTS) product family of sensors, Electro Optical Distributed Aperture System (EODAS), AN/APG-79 AESA Radar, AN/APG-82(V)1 AESA Radar, Next Generation Jammer Mid-Band
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
(NGJ-MB), Global Positioning System (GPS) Next-Generation Operational Control System (GPS-OCX), Next Generation Overhead Persistent Infrared (OPIR), and Future Operationally Resilient Ground Evolution (FORGE).
RIS’s Command, Control and Communications business provides automated battle management and secure, resilient communications systems, including terminals providing satellite communications connecting submarines, ships, aircraft and ground stations for the U.S. Department of Defense (DoD), identification friend or foe interrogators and transponders, and automation, surveillance, navigation, and landing solutions including the Joint Precision Approach Landing System (JPALS).
RIS’s Cyber, Training and Services provides full-spectrum cyber and service solutions in every domain, including offensive and defensive cyber services for certain classified and department of defense customers, cyber protection solutions which secure and monitor information technology (IT) systems and networks across the federal and commercial domains, and high consequence missions which provide classified special mission support and IT intelligence services to certain classified customers.
RIS was selected as the prime contractor to develop a prototype Missile Track Custody system, a Medium Earth Orbit missile tracking system, for the U.S. Space Force.
In addition, RIS won a competitive contract from the Federal Aviation Administration to upgrade the Wide-Area Augmentation System (WAAS), a space-based precision navigation system that will enhance safer air travel in support of the National Airspace System.
Raytheon Missiles & Defense.
RMD is a leading provider of end-to-end solutions for U.S. and foreign government customers designed to detect, track and engage threats.
RMD’s systems span air, land, sea and space, and are designed to defend against the most sophisticated threats.
RMD’s Air Power business provides air-to-air and air-to-ground weapons that deliver power and precision to fourth- and fifth-generation fighters including the Advanced Medium Range Air-to-Air Missile (AMRAAM) and StormBreaker smart weapon, and ground-based sensors for persistent wide-area defense and space surveillance including Early Warning Radar.
RMD’s Land Warfare and Air Defense business provides capabilities ranging from precision weapons including Excalibur, Javelin, Stinger and TOW to integrated air and missile defense, including the proven Patriot air and missile defense system, the Guidance Enhanced Missile (GEM-T), the National Advanced Surface-to-Air Missile System (NASAMS) and the GhostEye family of radars, including the Lower Tier Air and Missile Defense Sensor (LTAMDS).
RMD’s Naval Power business provides advanced sensors, command and control and weapons to protect ships and sailors around the world, including AIM-9X Sidewinder, Tomahawk, Standard Missile 2 (SM-2) and Standard Missile 6 (SM-6) missiles, and the SPY-6 family of radars.
RMD’s Strategic Missile Defense business provides technologically advanced sensors, satellites and interceptors including the AN/TPY-2 radar, Standard Missile 3 (SM-3) Block IA/IB/IIA missiles and development of future integrated missile defense solutions.
RMD’s Advanced Technology business focuses on the development and early introduction of next-generation technologies and systems, including hypersonics, counter-hypersonics, directed energy, advanced weapons and next-generation radars.
In 2022, RMD achieved key advancements in, or received contract awards for, the following programs: the Next Generation Interceptor (NGI); Long Range Stand Off Weapon (LRSO); Hypersonic Air-breathing Weapon Concept (HWAC); the Standard Missile Family (SM-2, SM-3 and SM-6); and AMRAAM.
Major new awards in 2022 include a contract to develop the first Hypersonic Attack Cruise Missile (HACM) for the U.S. Air Force; a contract to manufacture and deliver GEM-T for an international customer; a contract for NASAMS for Ukraine; a contract for the SPY-6 Hardware Production and Sustainment base for the U.S. Navy; a contract for Stinger for the U.S. Army and a contract for the SM-3 for the MDA.
RMD also received a number of classified contract awards, including a strategic competitive award.
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| (dollars in millions) | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
See “Note 21: Segment Financial Data” within Item 8 of this Form 10-K for additional information.
Of the total RPO as of December 31, 2022, we expect approximately 25% will be recognized as sales over the next 12 months.
Due to macroeconomic, industry and labor market conditions, we have experienced and continue to experience a highly competitive environment with respect to hiring and retaining employees with relevant qualifications and experience, particularly personnel with specialized engineering experience and security clearances, which has negatively impacted our operating and financial performance.
We continuously monitor labor market conditions and trends and are working to mitigate this issue through talent acquisition, partnership, sourcing and recruiting arrangements, workforce succession planning, talent identification, development and advancement, engagement and recognition programs, and initiatives to attract and rehire former
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
employees.
Raytheon Technologies, formerly known as United Technologies Corporation (UTC), 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 completed in April 2020, as described in more detail below.
Separation Transactions and Distributions; Raytheon Merger. 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.
Immediately following the completion of the Separation Transactions and the Distributions, on April 3, 2020, UTC and Raytheon Company completed their all-stock merger of equals transaction (the “Raytheon Merger”), pursuant to which Raytheon Company became a wholly-owned subsidiary of UTC and UTC was renamed “Raytheon Technologies Corporation.”
In 2021, Collins Aerospace was awarded significant contracts for Airbus A320 Enhanced Vision Systems, Bombardier fleetwide connectivity solutions, and aircraft data access hardware for an undisclosed airline.
In the defense area, Collins Aerospace was awarded significant contracts for wheel and carbon brake systems for the B-52 modernization program, NP2000
propeller systems for 26 C-130H aircraft for the U.S. Air National Guard and Air Force Reserve, and AN/PCR-162 ground radios for the Handheld, Manpack and Small Form Fit (HMS) program.
In November 2021, Collins Aerospace completed its previously announced acquisition of FlightAware, a digital aviation company that operates flight tracking and data platforms.
In 2021, Collins Aerospace’s F-16 Performance Base Logistics (PBL) program won the Secretary of Defense PBL-of-the-year award.
In 2021, Pratt & Whitney reached significant milestones on the GTF engine program, including the first flight of the GTF Advantage engine for the A320neo family.
Also in 2021, Pratt & Whitney’s V2500 program achieved 250 million flight hours.
Pratt & Whitney was announced as the engine provider on the Dassault Falcon 6X and Gulfstream G400, representing two new platforms for its PW800 engine.
Significant activity continued on development programs, including testing the first XA101 engine as part of the Adaptive Engine Transition Program.
These systems and solutions include end-to-end space solutions, data processing systems, multi-domain intelligence solutions, electronic warfare solutions, including high-energy laser weapons systems, secure sensor solutions, command and control systems, modernization services, and advanced cyber analytics, systems defense and services.
In November 2021, RIS completed its previously announced acquisition of SEAKR Engineering, a supplier of advanced space electronics.
Also in December 2021, RIS completed its previously announced divestiture of its global training and services business.
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; ballistic and hypersonic missile defense systems; 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 air and missile defense system and its Lower Tier Air and Missile Defense Sensor (LTAMDS), the first in a family of radars known as GhostEye™, as well as 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.
RMD’s naval and undersea solutions include combat and ship electronic and sensing systems, as well as undersea sensing and effects solutions.
Ballistic and hypersonic missile defense systems include portable radar systems and a portfolio of effectors.
Its sustainment solutions include maintenance, depot support, training and predictive analytics services.
In 2021, RMD achieved key advancements in, or received contract awards for, the following programs, which drove its financial performance and positioned it for future growth: GhostEye, the Lower Tier Air and Missile Defense Sensor (LTAMDS); the Advanced Medium Range Air-to-Air Missile (AMRAAM); the Standard Missile Family (Standard Missile 2 (SM-2), Standard Missile 3 (SM-3) and Standard Missile 6 (SM-6)); Patriot Engineering Services; the Qatar National Advanced Surface-to-Air Missile System (NASAMS); the Air and Missile Defense Radar (AMDR)/SPY-6; Poland Patriot; the Kingdom of Saudi Arabia Transportable Radar Surveillance and Control Model 2 (KSA TPY-2); the Air Intercept Missile (AIM-9X); and Phalanx SeaRAM.
Major new awards in 2021 include a contract to develop the Missile Defense Agency’s (MDA) Next Generation Inceptor (NGI) as a strategic partner of Northrop Grumman.
In addition, RMD was selected by the U.S. Air Force for the Long Range Stand Off (LRSO) Weapon System Engineering and Manufacturing Development contract.
Also, in partnership with Northrop Grumman, RMD successfully completed the first flight test for the scramjet-powered Hypersonic Air-breathing Weapon Concept (HAWC) program.
The HAWC program is a joint Defense Advanced Research Projects Agency (DARPA) and U.S. Air Force effort that seeks to develop and demonstrate critical technologies to enable an effective and affordable air-launched hypersonic cruise missile.
Government, business and individual actions in response to COVID-19 have resulted in continued disruption to air travel and commercial activities and significant restrictions and limitations on businesses, particularly within the aerospace and commercial airline industries.
While commercial air travel in certain areas appears to be recovering, it continues to lag in other areas and remains below pre-pandemic levels.
Overall, the ongoing disruption from the pandemic continues to adversely affect our airline and airframer customers and their demand for
the products and services of our Collins Aerospace and Pratt & Whitney businesses.
In addition, the COVID-19 pandemic and continuing economic recovery continues to negatively impact the global supply chain and distribution capabilities and we have experienced negative impacts from supply chain pressures.
The pandemic continues to cause product and labor shortages, delivery delays, and increased costs of raw materials, labor and supplier products and services around the world.
We are working with our suppliers and subcontractors to mitigate delays in our receipt of necessary raw materials, components and other supplies and to reduce supply chain costs.
Our RIS and RMD businesses, although experiencing some negative impacts, including from the supply chain pressures and labor shortages discussed above, have not experienced significant business disruptions as a result of the COVID-19 pandemic.
Approximately 70% of our consolidated backlog as of December 31, 2021 is not expected to be realized as sales in the next twelve months.
Defense backlog primarily relates to backlog with government customers and is included within our total backlog.
At December 31, 2021 and 2020, our defense backlog was approximately 41% and 45%, respectively, of total backlog.
An excerpt. Shown here: 40 of 73 rewritten, 40 of 78 added and 40 of 53 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Item 3. LEGAL PROCEEDINGS
7 rewritten, 0 added, 0 removed, 5 unchanged
For a discussion of contingencies related to certain legal proceedings, see “Note [removed: 19:] [added: 18:] Commitments and Contingencies” within Item 8 of this Form 10-K.
A further discussion of government contracts and related investigations, as well as a discussion of our environmental liabilities, can be found under the heading “Other Matters Relating to Our Business – [removed: Environmental Regulation”] [added: Regulatory matters”] within Item 1.
[removed: Business] [added: “Business”] of this Form 10-K and in Item 1A.
[removed: Risk Factors] [added: “Risk Factors”] of this Form 10-K.
Collins Aerospace [removed: Systems (Collins Aerospace)] [added: (Collins)] sold certain aircraft parts and systems to The Boeing Company for the 737 MAX aircraft involved in these accidents.
Certain of our Collins [removed: Aerospace] businesses have been named, along with other third parties, as parties in many of these lawsuits.
We [removed: are] [added: have] also fully [removed: supporting] [added: supported] all [removed: ongoing] governmental investigations and inquiries relating to the accidents.
Cover and table of contents
26 rewritten, 6 added, 2 removed, 67 unchanged
| | | | For the fiscal year ended December 31, [removed: 2021] [added: 2022] | | |
The aggregate market value of the voting Common Stock held by non-affiliates at June 30, [removed: 2021] [added: 2022] was approximately [removed: $128,558,489,983,] [added: $141,816,683,821,] based on the New York Stock Exchange closing price for such shares on that date.
At January 31, [removed: 2022,] [added: 2023,] there were [removed: 1,492,330,987] [added: 1,464,954,584] shares of Common Stock outstanding.
Portions of the Registrant’s Definitive Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Shareowners are incorporated by reference in Part [removed: II and] III of this Form 10-K.
| Item 1. | | | [removed: [Business](#i02f2f3ecab4d4159bc1f9a202e7b68a9_13)] [added: [Business](#i39b4b1b8254341fc95976a961683745b_13)] | | | [removed: [4](#i02f2f3ecab4d4159bc1f9a202e7b68a9_13)] [added: [4](#i39b4b1b8254341fc95976a961683745b_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i02f2f3ecab4d4159bc1f9a202e7b68a9_16)] [added: Factors](#i39b4b1b8254341fc95976a961683745b_19)] | | | [removed: [13](#i02f2f3ecab4d4159bc1f9a202e7b68a9_16)] [added: [13](#i39b4b1b8254341fc95976a961683745b_19)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i02f2f3ecab4d4159bc1f9a202e7b68a9_19)] [added: Comments](#i39b4b1b8254341fc95976a961683745b_22)] | | | [removed: [27](#i02f2f3ecab4d4159bc1f9a202e7b68a9_19)] [added: [26](#i39b4b1b8254341fc95976a961683745b_22)] | | |
| Item 2. | | | [removed: [Properties](#i02f2f3ecab4d4159bc1f9a202e7b68a9_22)] [added: [Properties](#i39b4b1b8254341fc95976a961683745b_25)] | | | [removed: [27](#i02f2f3ecab4d4159bc1f9a202e7b68a9_22)] [added: [26](#i39b4b1b8254341fc95976a961683745b_25)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i02f2f3ecab4d4159bc1f9a202e7b68a9_25)] [added: Proceedings](#i39b4b1b8254341fc95976a961683745b_28)] | | | [removed: [28](#i02f2f3ecab4d4159bc1f9a202e7b68a9_25)] [added: [27](#i39b4b1b8254341fc95976a961683745b_28)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i02f2f3ecab4d4159bc1f9a202e7b68a9_28)] [added: Disclosures](#i39b4b1b8254341fc95976a961683745b_31)] | | | [removed: [28](#i02f2f3ecab4d4159bc1f9a202e7b68a9_28)] [added: [27](#i39b4b1b8254341fc95976a961683745b_31)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i02f2f3ecab4d4159bc1f9a202e7b68a9_34)] [added: Securities](#i39b4b1b8254341fc95976a961683745b_37)] | | | [removed: [29](#i02f2f3ecab4d4159bc1f9a202e7b68a9_34)] [added: [28](#i39b4b1b8254341fc95976a961683745b_37)] | | |
| Item 6. | | | [removed: [Reserved](#i02f2f3ecab4d4159bc1f9a202e7b68a9_37)] [added: [Reserved](#i39b4b1b8254341fc95976a961683745b_40)] | | | [removed: [30](#i02f2f3ecab4d4159bc1f9a202e7b68a9_37)] [added: [29](#i39b4b1b8254341fc95976a961683745b_40)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i02f2f3ecab4d4159bc1f9a202e7b68a9_40)] [added: Operations](#i39b4b1b8254341fc95976a961683745b_43)] | | | [removed: [31](#i02f2f3ecab4d4159bc1f9a202e7b68a9_40)] [added: [30](#i39b4b1b8254341fc95976a961683745b_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i02f2f3ecab4d4159bc1f9a202e7b68a9_103)] [added: Risk](#i39b4b1b8254341fc95976a961683745b_142)] | | | [removed: [59](#i02f2f3ecab4d4159bc1f9a202e7b68a9_103)] [added: [57](#i39b4b1b8254341fc95976a961683745b_142)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i02f2f3ecab4d4159bc1f9a202e7b68a9_106)] [added: Data](#i39b4b1b8254341fc95976a961683745b_145)] | | | [removed: [61](#i02f2f3ecab4d4159bc1f9a202e7b68a9_106)] [added: [59](#i39b4b1b8254341fc95976a961683745b_145)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i02f2f3ecab4d4159bc1f9a202e7b68a9_208)] [added: Disclosure](#i39b4b1b8254341fc95976a961683745b_238)] | | | [removed: [121](#i02f2f3ecab4d4159bc1f9a202e7b68a9_208)] [added: [116](#i39b4b1b8254341fc95976a961683745b_238)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i02f2f3ecab4d4159bc1f9a202e7b68a9_211)] [added: Procedures](#i39b4b1b8254341fc95976a961683745b_241)] | | | [removed: [121](#i02f2f3ecab4d4159bc1f9a202e7b68a9_211)] [added: [116](#i39b4b1b8254341fc95976a961683745b_241)] | | |
| Item 9B. | | | [Other [removed: Information](#i02f2f3ecab4d4159bc1f9a202e7b68a9_214)] [added: Information](#i39b4b1b8254341fc95976a961683745b_244)] | | | [removed: [121](#i02f2f3ecab4d4159bc1f9a202e7b68a9_214)] [added: [116](#i39b4b1b8254341fc95976a961683745b_244)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i02f2f3ecab4d4159bc1f9a202e7b68a9_1946)] [added: Inspections](#i39b4b1b8254341fc95976a961683745b_247)] | | | [removed: [121](#i02f2f3ecab4d4159bc1f9a202e7b68a9_1946)] [added: [116](#i39b4b1b8254341fc95976a961683745b_247)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i02f2f3ecab4d4159bc1f9a202e7b68a9_220)] [added: Governance](#i39b4b1b8254341fc95976a961683745b_253)] | | | [removed: [122](#i02f2f3ecab4d4159bc1f9a202e7b68a9_220)] [added: [117](#i39b4b1b8254341fc95976a961683745b_253)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i02f2f3ecab4d4159bc1f9a202e7b68a9_223)] [added: Compensation](#i39b4b1b8254341fc95976a961683745b_256)] | | | [removed: [123](#i02f2f3ecab4d4159bc1f9a202e7b68a9_223)] [added: [118](#i39b4b1b8254341fc95976a961683745b_256)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i02f2f3ecab4d4159bc1f9a202e7b68a9_226)] [added: Matters](#i39b4b1b8254341fc95976a961683745b_259)] | | | [removed: [123](#i02f2f3ecab4d4159bc1f9a202e7b68a9_226)] [added: [118](#i39b4b1b8254341fc95976a961683745b_259)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i02f2f3ecab4d4159bc1f9a202e7b68a9_229)] [added: Independence](#i39b4b1b8254341fc95976a961683745b_262)] | | | [removed: [124](#i02f2f3ecab4d4159bc1f9a202e7b68a9_229)] [added: [119](#i39b4b1b8254341fc95976a961683745b_262)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i02f2f3ecab4d4159bc1f9a202e7b68a9_232)] [added: Services](#i39b4b1b8254341fc95976a961683745b_265)] | | | [removed: [124](#i02f2f3ecab4d4159bc1f9a202e7b68a9_232)] [added: [119](#i39b4b1b8254341fc95976a961683745b_265)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i02f2f3ecab4d4159bc1f9a202e7b68a9_238)] [added: Schedules](#i39b4b1b8254341fc95976a961683745b_271)] | | | [removed: [125](#i02f2f3ecab4d4159bc1f9a202e7b68a9_238)] [added: [120](#i39b4b1b8254341fc95976a961683745b_271)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i02f2f3ecab4d4159bc1f9a202e7b68a9_241)] [added: Summary](#i39b4b1b8254341fc95976a961683745b_274)] | | | [removed: [131](#i02f2f3ecab4d4159bc1f9a202e7b68a9_241)] [added: [127](#i39b4b1b8254341fc95976a961683745b_274)] | | |
1000 Wilson Boulevard, Arlington, Virginia 22209
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| [SIGNATURES](#i39b4b1b8254341fc95976a961683745b_277) | | | | | | | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
870 Winter Street, Waltham, Massachusetts 02451
| [SIGNATURES](#i02f2f3ecab4d4159bc1f9a202e7b68a9_244) | | | | | | | | |
Item 2. PROPERTIES
3 rewritten, 1 added, 0 removed, 2 unchanged
We have significant properties in approximately [removed: 30] [added: 25] countries, with approximately [removed: 540] [added: 515] significant properties comprising approximately 75 million square feet of productive space.
Our fixed assets as of December 31, [removed: 2021] [added: 2022] include manufacturing facilities and non-manufacturing facilities such as warehouses, laboratories, office space, and a substantial quantity of machinery and equipment, 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: 2021] [added: 2022] are in good operating condition, are well-maintained and substantially all are generally in regular use.
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
Item 4. MINE SAFETY DISCLOSURE
0 rewritten, 1 added, 0 removed, 2 unchanged
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
14 rewritten, 8 added, 7 removed, 14 unchanged
Raytheon Technologies’ common stock is listed on the New York Stock Exchange under the ticker symbol “RTX.” There were [removed: 43,342] [added: 41,554] registered shareowners at December 31, [removed: 2021.][added: 2022.]
The following graph presents the cumulative total shareowner return for the five years ending December 31, [removed: 2021] [added: 2022] for our common stock as compared to the Standard & Poor’s 500 Stock Index 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, [removed: 2016.][added: 2017.]
| Company/Index | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |
| Raytheon Technologies Common Stock | | | [removed: 19.13] [added: (14.66)] | | | | | | [removed: \-14.66] [added: 43.82] | | | | | | [removed: 43.82] [added: (16.73)] | | | | | | [removed: \-16.73] [added: 23.27] | | | | | | [removed: 23.27] [added: 20.01] | | |
| S&P 500 Index | | | [removed: 21.83] [added: (4.38)] | | | | | | [removed: \-4.38] [added: 31.49] | | | | | | [removed: 31.49] [added: 18.40] | | | | | | [removed: 18.40] [added: 28.71] | | | | | | [removed: 28.71] [added: (18.11)] | | |
| S&P Aerospace & Defense Index | | | [removed: 41.38] [added: (8.07)] | | | | | | [removed: \-8.07] [added: 30.33] | | | | | | [removed: 30.33] [added: (16.06)] | | | | | | [removed: \-16.06] [added: 13.22] | | | | | | [removed: 13.22] [added: 17.37] | | |
| Company/Index | | | Base Period [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |
[removed: ][added: ]
The following table provides information about our purchases during the quarter ended December 31, [removed: 2021] [added: 2022] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.
| [removed: 2021] [added: 2022] | | | | | | Total Number of Shares Purchased (000’s) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Program (000’s) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (dollars in millions) | | | | | |
On December [removed: 7, 2021,] [added: 12, 2022,] our Board of Directors authorized a share repurchase program for up to $6 billion of our common stock, replacing the previous program announced on December 7, [removed: 2020.][added: 2021.]
Under the [removed: 2021] [added: 2022] program, shares may be purchased on the open market, in privately negotiated transactions, under accelerated share repurchase programs, and under plans complying with Rules 10b5-1 and 10b-18 under the [added: Securities] Exchange [removed: Act.][added: Act of 1934, as amended.]
No shares were reacquired in transactions outside the program during the quarter ended December 31, [removed: 2021.][added: 2022.]
| Raytheon Technologies Common Stock | | | $ | 100.00 | | | | | $ | 85.34 | | | | | $ | 122.74 | | | | | $ | 102.21 | | | | | $ | 125.99 | | | | | $ | 151.21 | |
| S&P 500 Index | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |
| S&P Aerospace & Defense Index | | | 100.00 | | | | | | 91.93 | | | | | | 119.81 | | | | | | 100.56 | | | | | | 113.86 | | | | | | 133.64 | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| October 1 - October 31 | | | | | | 2,134 | | | | | | $ | 85.81 | | | | | 2,134 | | | | | | $ | 3,363 | | | | |
| November 1 - November 30 | | | | | | 1,244 | | | | | | 95.87 | | | | | | 1,244 | | | | | | 3,244 | | | | | |
| December 1 - December 31 | | | | | | 869 | | | | | | 99.59 | | | | | | 869 | | | | | | 5,968 | | | | | |
| Total | | | | | | 4,247 | | | | | | $ | 91.58 | | | | | 4,247 | | | | | | | | | | | |
| Raytheon Technologies Common Stock | | | $ | 100.00 | | | | | $ | 119.13 | | | | | $ | 101.67 | | | | | $ | 146.22 | | | | | $ | 121.77 | | | | | $ | 150.10 | |
| S&P 500 Index | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |
| S&P Aerospace & Defense Index | | | 100.00 | | | | | | 141.38 | | | | | | 129.97 | | | | | | 169.39 | | | | | | 142.18 | | | | | | 160.98 | | |
| October 1 - October 31 | | | | | | 291 | | | | | | $ | 89.66 | | | | | 291 | | | | | | $ | 2,972 | | | | |
| November 1 - November 30 | | | | | | 1,927 | | | | | | 85.58 | | | | | | 1,927 | | | | | | 2,807 | | | | | |
| December 1 - December 31 | | | | | | 1,657 | | | | | | 83.10 | | | | | | 1,657 | | | | | | 5,960 | | | | | |
| Total | | | | | | 3,875 | | | | | | $ | 84.83 | | | | | 3,875 | | | | | | | | | | | |
Item 6. Reserved.
0 rewritten, 1 added, 0 removed, 1 unchanged
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
892 rewritten, 307 added, 255 removed, 1,164 unchanged
Management has assessed the effectiveness of RTC’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]
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, [removed: 2021.][added: 2022.]
The effectiveness of RTC’s internal control over financial reporting, as of December 31, [removed: 2021,] [added: 2022,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
We have audited the accompanying consolidated balance sheets of Raytheon Technologies Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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, [removed: 2021,] [added: 2022,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
As described in Note 1 to the consolidated financial statements, a significant portion of the Company’s revenues of [removed: $64.4] [added: $67.1] billion for the year ended December 31, [removed: 2021] [added: 2022] are from long-term contracts associated with the design, development, manufacture or modification of complex aerospace or defense equipment or related services.
For [removed: the] [added: these] performance obligations satisfied over time, revenue is recognized on a percentage of completion basis using costs incurred to date relative to total estimated costs at completion to measure progress.
Management also makes judgments about variables related to estimates of labor productivity and availability, the complexity and scope of the work to be performed, the availability and cost of materials, [added: including any impact from rising costs or inflation,] the length of time to complete the performance obligation, execution by the Company’s subcontractors, the availability and timing of funding from the customer, overhead cost rates, and the estimated cost of satisfying the Company’s industrial cooperation agreements required under certain contracts.
The principal considerations for our determination that performing procedures relating to revenue recognition - contract estimates at completion is a critical audit matter are (i) the significant judgment by management in developing their estimates of total revenue and total costs at completion, including significant judgments and assumptions on a contract by contract basis, and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and [removed: in] evaluating audit evidence related to management’s estimates of total revenue and total [removed: cost] [added: costs] at completion for contracts.
As described in Notes 1 and 2 to the consolidated financial statements, the Company’s consolidated goodwill and indefinite-lived intangible [removed: asset] [added: assets] balances were [removed: $54.4] [added: $53.8] billion and [removed: $8.7] [added: $8.6] billion, respectively, as of December 31, [removed: 2021.][added: 2022.]
A portion of the total goodwill balance relates to [removed: goodwill associated with] certain reporting units [removed: in] [added: of] the Collins Aerospace [removed: Systems, Raytheon Missiles & Defense, and Raytheon Intelligence & Space segments.][added: segment.]
The principal considerations for our determination that performing procedures relating to the goodwill and indefinite-lived intangible assets impairment assessments is a critical audit matter are (i) the significant judgment by management when developing the fair value [added: estimates] of certain reporting units and indefinite-lived intangible [removed: assets,] [added: assets of the Collins Aerospace segment,] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales growth rates, [removed: terminal growth rates, and] discount rates, [added: and comparable multiples from publicly traded companies in the aerospace and defense industry,] as applicable, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived intangible assets impairment assessments, including controls over the valuation of certain reporting units and indefinite-lived intangible [removed: assets.][added: assets of the Collins Aerospace segment.]
These procedures also included, among others (i) testing management’s process for developing the fair value estimates, (ii) evaluating the appropriateness of the [removed: discounted cash flow and relief from royalty methods,] [added: methodologies used to estimate fair value,] (iii) testing the completeness and accuracy of underlying data used in [added: developing] the estimates, and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales growth rates, [removed: terminal growth rates, and] discount rates, [added: and comparable multiples from publicly traded companies in the aerospace and defense industry,] as applicable.
Evaluating management’s assumptions related to sales growth rates [removed: and terminal growth rates] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the relevant [removed: businesses] [added: businesses,] (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in [added: evaluating (i)] the [removed: evaluation] [added: appropriateness] of the Company’s discounted cash [removed: flow] [added: flow, market-based valuation,] and relief from royalty methods, and [added: (ii)] the [removed: terminal growth rates and] [added: reasonableness of the] discount rates [added: and comparable multiples from publicly traded companies in the aerospace and defense industry] assumptions.
| (dollars in millions, except per share amounts; shares in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Products sales | | | | | | $ | [removed: 49,270] [added: 50,773] | | | | | $ | [removed: 43,319] [added: 49,270] | | | | | $ | [removed: 32,998] [added: 43,319] | |
| Services sales | | | | | | [removed: 15,118] [added: 16,301] | | | | | | [removed: 13,268] [added: 15,118] | | | | | | [removed: 12,351] [added: 13,268] | | |
| Total [removed: Net Sales] [added: net sales] | | | | | | [removed: 64,388] [added: 67,074] | | | | | | [removed: 56,587] [added: 64,388] | | | | | | [removed: 45,349] [added: 56,587] | | |
| Cost of sales - products | | | | | | [removed: 41,095] [added: 41,927] | | | | | | [removed: 38,137] [added: 41,095] | | | | | | [removed: 26,910] [added: 38,137] | | |
| Cost of sales - services | | | | | | [removed: 10,802] [added: 11,479] | | | | | | [removed: 9,919] [added: 10,802] | | | | | | [removed: 7,688] [added: 9,919] | | |
| Research and development | | | | | | [removed: 2,732] [added: 2,711] | | | | | | [removed: 2,582] [added: 2,732] | | | | | | [removed: 2,452] [added: 2,582] | | |
| Selling, general and administrative | | | | | | [removed: 5,224] [added: 5,663] | | | | | | [removed: 5,540] [added: 5,224] | | | | | | [removed: 3,711] [added: 5,540] | | |
| Total [removed: Costs] [added: costs] and [removed: Expenses] [added: expenses] | | | | | | [removed: 59,853] [added: 61,780] | | | | | | [removed: 56,178] [added: 59,853] | | | | | | [removed: 40,761] [added: 56,178] | | |
| Goodwill impairment | | | | | | — | | | | | | [removed: (3,183)] [added: —] | | | | | | [removed: —] [added: (3,183)] | | |
| Other income, net | | | | | | [removed: 423] [added: 120] | | | | | | [removed: 885] [added: 423] | | | | | | [removed: 326] [added: 885] | | |
| Operating profit (loss) | | | | | | [removed: 4,958] [added: 5,414] | | | | | | [removed: (1,889)] [added: 4,958] | | | | | | [removed: 4,914] [added: (1,889)] | | |
| Non-operating expense (income), [removed: net] [added: net:] | | | | | | | | | | | | | | | | | | | | |
| Non-service pension income | | | | | | [removed: (1,944)] [added: (1,889)] | | | | | | [removed: (902)] [added: (1,944)] | | | | | | [removed: (829)] [added: (902)] | | |
| Debt extinguishment costs | | | | | | [removed: 649] [added: —] | | | | | | [removed: —] [added: 649] | | | | | | — | | |
| Interest expense, net | | | | | | [removed: 1,322] [added: 1,276] | | | | | | [removed: 1,366] [added: 1,322] | | | | | | [removed: 1,591] [added: 1,366] | | |
| Total non-operating [removed: expense,] [added: expense (income),] net | | | | | | [removed: 27] [added: (613)] | | | | | | [removed: 464] [added: 27] | | | | | | [removed: 762] [added: 464] | | |
| Income (loss) from continuing operations before income taxes | | | | | | [removed: 4,931] [added: 6,027] | | | | | | [removed: (2,353)] [added: 4,931] | | | | | | [removed: 4,152] [added: (2,353)] | | |
| Income tax expense | | | | | | [removed: 786] [added: 700] | | | | | | [removed: 575] [added: 786] | | | | | | [removed: 421] [added: 575] | | |
| Net income (loss) from continuing operations | | | | | | [removed: 4,145] [added: 5,327] | | | | | | [removed: (2,928)] [added: 4,145] | | | | | | [removed: 3,731] [added: (2,928)] | | |
| Less: Noncontrolling interest in subsidiaries’ earnings from continuing operations | | | | | | [removed: 248] [added: 111] | | | | | | [removed: 181] [added: 248] | | | | | | [removed: 221] [added: 181] | | |
| [removed: Income] [added: Net income] (loss) from continuing operations attributable to common shareowners | | | | | | [removed: 3,897] [added: 5,216] | | | | | | [removed: (3,109)] [added: 3,897] | | | | | | [removed: 3,510] [added: (3,109)] | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
A portion of the total indefinite-lived intangible assets balance relates to the Collins Aerospace segment.
These assessments utilize significant assumptions related to sales growth rates, projected operating profit, terminal growth rates, discount rates, royalty rates, and comparable multiples from publicly traded companies in the aerospace and defense industry.
February 6, 2023
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| (dollars in millions; shares in thousands) | | | | | | 2022 | | | | | | 2021 | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| Increase in other intangible assets | | | | | | (487) | | | | | | (308) | | | | | | (312) | | |
| Debt extinguishment costs | | | | | | — | | | | | | (649) | | | | | | — | | |
| Change in other short-term borrowings, net | | | | | | (29) | | | | | | 47 | | | | | | (2,201) | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
*Russia Sanctions.* In response to the Russian military’s invasion of Ukraine on February 24, 2022, the U.S. government and the governments of various jurisdictions in which we operate, including Canada, the United Kingdom, the European Union, and others, have imposed broad economic sanctions and export controls targeting specific industries, entities and individuals in Russia.
The Russian government has implemented similar counter-sanctions and export controls targeting specific industries, entities and individuals in the U.S. and other jurisdictions in which we operate, including certain members of the Company’s management team and Board of Directors.
These government measures, among other limitations, restrict transactions involving various Russian banks and financial institutions and impose enhanced export controls limiting transfers of various goods, software and technologies to and from Russia, including broadened export controls specifically targeting the aerospace sector.
These measures have adversely affected, and could continue to adversely affect, the Company and/or our supply chain, business partners or customers.
As a result of these sanctions on Russia and export controls, in the first quarter of 2022, we recorded pretax charges of $290 million, $210 million net of tax and the impact of noncontrolling interest, within our Collins Aerospace (Collins) and Pratt & Whitney businesses primarily related to increased estimates for credit losses on both our accounts receivables and contract assets, inventory reserves and purchase order obligations, impairment of customer financing assets for products under lease, impairment of contract fulfillment costs that are no longer recoverable, and a loss on the exit of our investment in a Russia-based joint venture.
Additionally, we reversed approximately $1.3 billion of remaining performance obligations (RPO) in the quarter ended March 31, 2022 related to our sales contracts in Russia at Pratt & Whitney and Collins.
We continue to monitor future developments, including additional sanctions and other measures, that could adversely affect the Company and/or our supply chain, business partners or customers.
Our expectations regarding the COVID-19 pandemic and
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in our Consolidated Financial Statements in the period they are determined.
A credit limit is established for each
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
For investments where we have significant influence, we apply the equity method of accounting, and as such, our share of the net earnings or losses of the investee is recorded.
For investments where we do not have significant influence, we record them at cost under the measurement alternative and record adjustments for observable price changes.
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
the evaluation of credit risk and collectability.
For the quantitative assessments that are performed, fair value is primarily based on market-based valuation methods, income-based methods using a discounted cash flow model, relief from royalty methods, or a combination of such.
These assessments utilize significant assumptions including sales growth rates, projected operating profit, terminal growth rates, discount rates, royalty rates, and comparable multiples from publicly traded companies in our industry.
If a pattern of economic benefit cannot be reliably determined or if straight-
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
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services to the U.S. government, and, accordingly, we have recorded the future recovery of these costs from the U.S. government within Other assets, current in the Consolidated Balance Sheet.
PBPs are interim payments equal to a negotiated percentage of the
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
For the quantitative assessments that are performed for goodwill and indefinite-lived intangible assets, fair value is primarily based on income approaches using a discounted cash flow method and relief from royalty method, respectively, which have significant assumptions related to sales growth rates, projected operating profit, terminal growth rates, discount rates, and royalty rates.
February 11, 2022
| Increase in collaboration intangible assets | | | | | | (188) | | | | | | (172) | | | | | | (351) | | |
| (Decrease) increase in short-term borrowings, net | | | | | | (113) | | | | | | (2,041) | | | | | | 896 | | |
| Less: Cash, cash equivalents and restricted cash for discontinued operations | | | | | | — | | | | | | — | | | | | | 2,459 | | |
| ASU 2018-02 adoption impact (Note 20) | | | | | | — | | | | | | — | | | | | | 745 | | |
| Other, including the adoption impact of ASU 2016-13 (Note 1) | | | | | | (15) | | | | | | (65) | | | | | | 1 | | |
| ASU 2018-02 adoption impact (Note 20) | | | | | | — | | | | | | — | | | | | | (745) | | |
| Shares of Common Stock issued under employee plans, net | | | | | | 1,893 | | | | | | 2,689 | | | | | | 3,883 | | |
Unless the context otherwise requires, the terms “Raytheon Company,” or “Raytheon” mean Raytheon Company and its subsidiaries prior to the Raytheon Merger.
As a result of all of these factors, we expect our future operating results, particularly those of our Collins Aerospace and Pratt & Whitney businesses, to continue to be negatively impacted when compared to pre-COVID-19 (2019) results.
Our Raytheon Intelligence & Space (RIS) and Raytheon Missiles & Defense (RMD) businesses, although experiencing some negative impacts, primarily from supply chain pressures and labor shortages, have not experienced significant business disruptions as a result of the COVID-19 pandemic.
In addition, while global vaccination rates have increased, infection from COVID-19 variants have continued, which may impact the pace of the commercial aerospace recovery.
However, we continue to estimate that a full recovery may occur in 2023 or 2024.
As our commercial aerospace business recovers, we have seen increases in certain employee-related and discretionary costs, which had decreased in the aftermath of COVID-19 due to one-time cost reduction actions in 2020.
A recovery may also impact our judgments around credit risk related to estimated credit losses.
On September 24, 2021, in furtherance of an executive order, the U.S. Safer Federal Workforce Task Force issued guidance requiring federal contractors and subcontractors to comply with COVID-19 safety protocols, including requiring certain employees to be fully vaccinated against COVID-19 except in limited circumstances.
The implementation of this mandate may result in attrition, including attrition of critically skilled labor and difficulty in securing future labor needs, for our workforce, as well as the workforces of our subcontractors, suppliers and customers.
The mandate is currently subject to various legal proceedings.
As a result, the impact of mandate on our operations and performance, as well as on our subcontractors, suppliers and customers, is uncertain.
However, if ultimately required, the mandate could affect our performance on contracts, particularly due to disruptions in subcontractor or supplier performance or deliveries, and have a material adverse effect on our results of operations.
New information may continue to emerge concerning the scope, severity and duration of the COVID-19 pandemic, as well as any worsening of the pandemic, the effect of additional variants, the efficacy, acceptance, distribution and availability of vaccines, new or continued actions to contain the pandemic’s spread or treat its impact, and governmental, business and individual 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.
These reclassifications include the reclassification of assets and liabilities related to discontinued operations to Other assets, current and Other accrued liabilities, respectively, and the reclassification of debt extinguishment costs, which were previously included in Interest expense, net.
As discussed above, the full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, financial condition, and liquidity, including sales, expenses, reserves and allowances, asset recoverability and EAC adjustments, will depend on future developments that are highly uncertain, including new information that may emerge concerning COVID-19 and related containment and treatment actions, as well as the economic impact on local, regional, national and international customers and markets.
We have made estimates of the impact of COVID-19 within our financial statements and there may be changes to those estimates in future periods.
Other future events, including COVID-19, and their effects cannot be determined with certainty.
Therefore, the
determination of estimates requires the exercise of judgment.
Our sales to and
that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.
providing services.
Management’s judgment related to these considerations has become increasingly more significant given the economic environment primarily caused by the COVID-19 pandemic.
segments.
program.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
This percentage of RPO to be recognized as sales over the next 12 months depends on our current estimates of future developments, which are highly uncertain, and cannot be predicted, including new information which may emerge concerning the scope, severity and duration of the COVID-19 pandemic, actions to contain its spread or treat its impact, and governmental, business and individuals’ actions taken in response to the pandemic, which may result in customer delays or order cancellations.
Environmental.
Accounting Pronouncements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
An excerpt. Shown here: 40 of 892 rewritten, 40 of 307 added and 40 of 255 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 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 [added: Chairman,] President and Chief Executive Officer (CEO), the Executive Vice President and Chief Financial Officer (CFO) and the Corporate Vice 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: 2021.][added: 2022.]
Our management has concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is set forth in Item 8 of this Annual Report on Form 10-K.
There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
15 rewritten, 4 added, 2 removed, 19 unchanged
The information required by Item 10 with respect to directors, the Audit Committee of the Board of Directors, audit committee financial 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: 2022] [added: 2023] Annual Meeting of Shareowners titled “Election of Directors” (including under the subheadings “Nominees” and “How Candidates Are Identified”) and “Corporate Governance” (including under the subheading “Board Committees”).
| Name | | | | | | Title | | | | | | Other Business Experience Since [removed: 1/1/2017] [added: 1/1/2018] | | | | | | Age as of [removed: 2/11/2022] [added: 2/6/2023] | | |
| Christopher T. Calio | | | | | | [removed: President, Pratt & Whitney] [added: Chief Operating Officer,] (since [removed: January 2020)] [added: March 2022)] | | | | | | President, [added: Pratt & Whitney; President,] Commercial Engines, Pratt & Whitney; Executive Assistant to the Chairman & CEO, United Technologies [removed: Corporation;] [added: Corporation] | | | | | | [removed: 48] [added: 49] | | |
| Kevin G. DaSilva | | | | | | Corporate Vice President, Treasurer, Raytheon Technologies Corporation (since April 2020) | | | | | | Vice President and Treasurer, Raytheon Company | | | | | | [removed: 58] [added: 59] | | |
| Gregory J. Hayes | | | | | | Chairman (since June [removed: 2021),] [added: 2021)] President and Chief Executive Officer, Raytheon Technologies Corporation (since November 2014) | | | | | | President, Chief Executive Officer and Director, Raytheon Technologies Corporation; Chairman, President and Chief Executive Officer, United Technologies Corporation | | | | | | [removed: 61] [added: 62] | | |
| Amy L. Johnson | | | | | | Corporate Vice President, Controller, Raytheon Technologies Corporation (since September 2021) | | | | | | Vice President, Finance, Pratt & Whitney Commercial Engines; Vice President and Controller, Pratt & Whitney | | | | | | [removed: 47] [added: 48] | | |
| 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 | | | | | | [removed: 57] [added: 58] | | |
| Neil G. Mitchill, Jr. | | | | | | Executive Vice President and Chief Financial Officer, Raytheon Technologies Corporation (since April 2021) | | | | | | Corporate Vice President, Financial Planning & Analysis & Investor Relations, Raytheon Technologies Corporation; Acting Senior Vice President & Chief Financial Officer, United Technologies Corporation; Corporate Vice President, FP&A and Investor Relations, United Technologies Corporation; Vice President & Chief Financial Officer, Pratt & Whitney | | | | | | [removed: 46] [added: 47] | | |
| Ramsaran Maharajh, Jr. | | | | | | Executive Vice President and General Counsel, Raytheon Technologies Corporation (since December 2021) | | | | | | Vice President, Legal, Raytheon Technologies Corporation; Chief of Staff, Office of the Chief Executive Officer, Raytheon Technologies Corporation; Executive Assistant to Chairman & CEO, United Technologies Corporation; Vice President & General Counsel, Pratt & Whitney | | | | | | [removed: 50] [added: 51] | | |
| Stephen J. Timm | | | | | | President, Collins Aerospace [removed: Systems] (since February 2020) | | | | | | President, Avionics, Collins [removed: Aerospace Systems;] [added: Aerospace;] Vice President and General Manager, Avionics, Collins [removed: Aerospace Systems;] [added: Aerospace;] Vice President and General Manager, Avionics, Rockwell Collins, Inc.; Vice President & General Manager, Air Transport Systems, Rockwell Collins, Inc. | | | | | | [removed: 53] [added: 54] | | |
| Dantaya M. Williams | | | | | | Executive Vice President & Chief Human Resources Officer, Raytheon Technologies Corporation (since June 2020) | | | | | | Vice President, Human Resources, Pratt & Whitney Commercial Engines | | | | | | [removed: 47] [added: 48] | | |
Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareowners titled “Other Important Information” under the heading “Delinquent Section 16(a) Reports.” We have adopted a code of conduct that applies to all our directors, officers, employees and representatives.
Information regarding our Code of Conduct is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2022] [added: 2023] 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.
Our Corporate Governance Guidelines and the charters of our Board of Directors’ Audit Committee, Finance Committee, [removed: Committee on] Governance and Public [removed: Policy,] [added: Policy Committee,] Human Capital and Compensation Committee and Special Activities Committee are available on our website at 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 Raytheon Technologies Corporation, [removed: 870 Winter Street, Investor Relations, Waltham, MA 02451.][added: 1000 Wilson Blvd., Arlington, VA 22209.]
| Shane G. Eddy | | | | | | President, Pratt & Whitney (since March 2022) | | | | | | Chief Operations Officer, Pratt & Whitney; Senior Vice President, Operations, Pratt & Whitney | | | | | | 58 | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| Name | | | | | | Title | | | | | | Other Business Experience Since 1/1/2018 | | | | | | Age as of 2/6/2023 | | |
| | | | | | | | | | | | | | | | | | | | | |
| 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 | | | | | | 61 | | |
| Michael R. Dumais | | | | | | Executive Vice President, Chief Transformation Officer, Raytheon Technologies Corporation (since January 2021) | | | | | | Executive Vice President, Corporate Strategy & Development, United Technologies Corporation; Executive Vice President, Operations & Strategy, United Technologies Corporation; | | | | | | 55 | | |
Item 11. EXECUTIVE COMPENSATION
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The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareowners titled “Executive Compensation,” “Compensation of Directors” and “Report of the [added: Human Capital &] Compensation Committee.”
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
7 rewritten, 2 added, 1 removed, 8 unchanged
The information relating to security ownership of certain beneficial owners and management is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareowners titled “Share Ownership.”
The following table provides information about our equity compensation plans that authorize the issuance of shares of our common stock as of December 31, [removed: 2021.][added: 2022.]
| Equity compensation plans not approved by shareowners | | | [removed: 1,072,217(2)] [added: 408,884 (2)] | | | | | | — | | | | | | — | | |
(1) Consists of [added: the following] issuable shares of Common Stock under the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated, effective April 26, 2021 (2018 LTIP) authorized for issuance: (i) upon the exercise of outstanding non-qualified stock options; (ii) upon the exercise of outstanding [removed: Stock Appreciation] [added: stock appreciation] rights (SARs); (iii) pursuant to outstanding [removed: RSU awards;] [added: restricted stock unit awards (RSUs)] and [added: performance share unit awards (PSUs), assuming performance at the target level (up to an additional 2,129,956 shares of Common Stock could be issued if performance goals are achieved above target); and] (iv) upon the settlement of outstanding deferred stock units and RSUs awarded under the Raytheon Technologies Corporation Board of Directors Deferred Stock Unit Plan, as amended and restated effective January 1, 2020.
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 [removed: December 31, 2021] [added: the last trading day] of [removed: $86.06.][added: 2022 of $100.92.]
(3) Represents the maximum number of shares of Common Stock available to be awarded under the Plan as of December 31, [removed: 2021.][added: 2022.]
RSUs and PSUs (full-value awards) will result in a reduction in the number of shares of Common Stock available for delivery under the [removed: Plan] [added: 2018 LTIP] in an amount equal to 4.03 times the number of shares subject to the awards.
| Equity compensation plans approved by shareowners | | | 18,549,957 (1) | | | | | | $ | 81.00 | | | | | 81,186,868 (3) | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| Equity compensation plans approved by shareowners | | | 14,149,632(1) | | | | | | $ | 78.61 | | | | | 99,190,302(3) | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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The information required by Item 13 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareowners titled “Corporate Governance” (under the subheading “Director Independence”) and “Other Important Information” (under the subheading “Transactions with Related Persons”).
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The information required by Item 14 is incorporated by reference to the section of our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareowners titled “Appoint PwC LLP to Serve as Independent Auditor for [removed: 2022,”] [added: 2023,”] including the information provided in that section with regard to “Audit Fees,” “Audit-Related Fees,” “Tax Fees” and “All Other Fees.”
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
31 rewritten, 23 added, 0 removed, 171 unchanged
Consolidated Statement of Operations for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
Consolidated Statement of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
Consolidated Balance Sheet at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]
Consolidated Statement of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
Consolidated Statement of Changes in Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
| SCHEDULE II—Valuation and Qualifying Accounts for the three years ended December 31, [removed: 2021] [added: 2022] | | | | | | [removed: [134](#i02f2f3ecab4d4159bc1f9a202e7b68a9_250)] [added: [130](#i39b4b1b8254341fc95976a961683745b_280)] | | |
| 3(i) | | | [Restated Certificate of Incorporation, restated as of April [removed: 3, 2020,] [added: 26, 2022,] incorporated by reference to Exhibit [removed: 3.1(b)] [added: 3.1] to the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April [removed: 8, 2020.](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex3-1b.htm)] [added: 26, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000019/certofinc.htm)] | | | | | |
| 3(ii) | | | [Bylaws as amended and restated effective April [removed: 3, 2020,] [added: 2](http://www.sec.gov/Archives/edgar/data/101829/000010182922000019/bylaws.htm)[5](http://www.sec.gov/Archives/edgar/data/101829/000010182922000019/bylaws.htm)[, 2022,] incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April [removed: 8, 2020.](http://www.sec.gov/Archives/edgar/data/101829/000114036120008397/nc10010681x2_ex3-2.htm)] [added: 26, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000019/bylaws.htm)] | | | | | |
| 10.2 | | | [United Technologies Corporation Pension Preservation Plan, as amended and restated, effective January 1, [removed: 2020](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1022020-12x3110xk.htm)[,](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1022020-12x3110xk.htm) [](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1022020-12x3110xk.htm)[incorporated] [added: 2020, incorporated] by reference to Exhibit 10.2 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1022020-12x3110xk.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1022020-12x3110xk.htm)[s] [added: Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2020.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1022020-12x3110xk.htm) | | | | | |
| 10.5 | | | [United Technologies Corporation Executive Leadership Group Program, as amended and restated, effective October 15, 2013, incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended September 30, 2013; United Technologies Executive Leadership Group Program, effective April 1, 2019;](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1011.htm) and [Raytheon Technologies Corporation Executive Leadership Group Program, effective April 3, [removed: 2020](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1052020-12x3110xk.htm)[,] [added: 2020,] incorporated by reference to Exhibit 10.5 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1052020-12x3110xk.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1052020-12x3110xk.htm)[s] [added: Company’s] Annual Report on Form 10-K (Commission file number 1-812) for the [removed: fis](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1052020-12x3110xk.htm)[cal] [added: fiscal] year ended December 31, 2020.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit1052020-12x3110xk.htm) | | | | | |
| 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, [removed: 2020](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm)[,](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm) [](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm)[incorporated] [added: 2020, incorporated] by reference to Exhibit 10.18 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm)[s](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm) [Annual Report](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm) [on] [added: Company’s Annual Report on] Form 10-K (Commission [removed: fil](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm)[e] [added: file] number 1-812) for the fiscal year ended December 31, 2020.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10182020-12x3110xk.htm) | | | | | |
| 10.22 | | | [removed: [Raytheon](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm) [Technologies Corporation](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm) [201](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[8] [added: [Raytheon Technologies Corporation 2018] Long-Term [removed: Incen](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[tive] [added: Incentive] Plan, [removed: inco](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[rporated] [added: incorporated] by reference to [removed: Exhi](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[bit] [added: Exhibit] 10.1 of the [removed: Company](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[s] [added: Company’s] Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on May 3, 2018, as amended by Amendment No. 1, [removed: e](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[ffective] [added: effective] as of December 6, 2020, incorporated [removed: by](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm) [reference] [added: by reference] to [removed: Exhib](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[it] [added: Exhibit] 10.22 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm)[s] [added: Company’s] Annual [removed: Report](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm) [on] [added: Report on] Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2020.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000008/exhibit10222020-12x3110xk.htm) | | | | | |
| 10.23 | | | [Schedule of Terms for restricted stock unit [removed: award](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)[s](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm) [relating] [added: awards relating] to [removed: the](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm) [Raytheon](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm) [Technologies] [added: the Raytheon Technologies] Corporation 2018 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)[,] [added: Plan,] as [removed: amended](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm) [(referred] [added: amended (referred] to above in Exhibit 10.22), incorporated by reference to Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)[4](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm) [to] [added: 10.4 to] the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period [removed: ended](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm) [March](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm) [3](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)[1](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)[, 202](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)[1](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)[.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)] [added: ended March 31, 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)] | | | | | |
| 10.24 | | | [Schedule of Terms for stock appreciation [removed: right](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm) [award](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)[s](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm) [relating] [added: right awards relating] to [removed: the](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm) [Raytheon](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm) [Technologies] [added: the Raytheon Technologies] Corporation 2018 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)[,] [added: Plan,] as [removed: amended](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm) [(referred] [added: amended (referred] to above in Exhibit 10.22), incorporated by reference to Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)[6](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm) [to] [added: 10.6 to] the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period [removed: ended](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm) [March](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm) [3](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)[1](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)[, 202](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)[1](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)[.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)] [added: ended March 31, 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)] | | | | | |
| 10.25 | | | [Schedule of Terms for performance share unit [removed: award](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[s](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [relating] [added: awards relating] to [removed: the](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [Raytheon](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [Technologies] [added: the Raytheon Technologies] Corporation 2018 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[,] [added: Plan,] as [removed: amended](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [(referred] [added: amended (referred] to above in Exhibit 10.22), incorporated by reference to Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[5] [added: 10.5] to the [removed: Company’s](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [Quarterly](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [Report] [added: Company’s Quarterly Report] on Form [removed: 10-](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[Q](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [(Commission] [added: 10-Q (Commission] file number 1-812) for [removed: the](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [quarterly period](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [ended](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [March](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [31, 20](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[21](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)] [added: the quarterly period ended March 31, 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)] | | | | | |
| 10.26 | | | [removed: [S](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[chedule] [added: [Schedule] of Terms for stock option awards relating to the Raytheon Technologies Corporation [removed: 201](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[8] [added: 2018] Long-Term Incentive Plan, as amended (referred to above in Exhibit [removed: 10.22)](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[,] [added: 10.22),] incorporated by reference to Exhibit 10.7 [removed: t](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[o] [added: to] the [removed: Company](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended [removed: March](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) [31,] [added: March 31,] 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) | | | | | |
| 10.28 | | | [Form of Performance Share Agreement under Rockwell Collins’ 2015 Long-Term Incentives Plan (referred to above in Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/1137411/000113741118000021/col_exhibitx10-ax1x12312017.htm)[7](https://www.sec.gov/Archives/edgar/data/1137411/000113741118000021/col_exhibitx10-ax1x12312017.htm)[),] [added: 10.27),] incorporated by reference to Exhibit 10-a-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2017.](https://www.sec.gov/Archives/edgar/data/1137411/000113741118000021/col_exhibitx10-ax1x12312017.htm) | | | | | |
| 10.29 | | | [Form of Restricted Stock Unit Agreement under Rockwell Collins’ 2015 Long-Term Incentives Plan (referred to above in Exhibit [removed: 10.2](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000021/col_exhibitx10-ax2x12312017.htm)[7](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000021/col_exhibitx10-ax2x12312017.htm)[),] [added: 10.27),] incorporated by reference to Exhibit 10-a-2 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2017.](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000021/col_exhibitx10-ax2x12312017.htm) | | | | | |
| 10.40 | | | [First Amendment, dated March 4, 2021, to Employment Agreement [removed: (ref](http://www.sec.gov/Archives/edgar/data/101829/000010182921000010/a2021-03x04exhibit101.htm)[e](http://www.sec.gov/Archives/edgar/data/101829/000010182921000010/a2021-03x04exhibit101.htm)[r](http://www.sec.gov/Archives/edgar/data/101829/000010182921000010/a2021-03x04exhibit101.htm)[r](http://www.sec.gov/Archives/edgar/data/101829/000010182921000010/a2021-03x04exhibit101.htm)[ed](http://www.sec.gov/Archives/edgar/data/101829/000010182921000010/a2021-03x04exhibit101.htm) [to] [added: (referred to] above in Exhibit 10.38) between Gregory J. Hayes and Raytheon Technologies Corporation, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on March 5, 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000010/a2021-03x04exhibit101.htm) | | | | | |
| 10.42 | | | [Amendment dated February 3, 2020, to the terms of certain awards granted under the Company’s Long Term Incentive [removed: Plans](http://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit5.htm) [(](http://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit5.htm)[referred] [added: Plans (referred] to above in [removed: Exhibit](http://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit5.htm)[s](http://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit5.htm) [10.11] [added: Exhibits 10.11] and [removed: 10.22](http://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit5.htm)[)](http://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit5.htm)[,] [added: 10.22),] by and [removed: between](http://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit5.htm) [United] [added: between United] Technologies Corporation and Judy Marks incorporated by reference to Exhibit 10.40 of the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2019.](http://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit5.htm) | | | | | |
| 10.48 | | | [Employment Agreement, dated as of June 9, [removed: 2019,](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm) [between](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm) [Thomas] [added: 2019, between Thomas] A. Kennedy [removed: and](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm) [United] [added: and United] Technologies [removed: Corporation](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm)[,] [added: Corporation,] incorporated by reference to Exhibit 10.2 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm)[s] [added: Company’s] Quarterly Report on Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm) [(Commission] [added: 10-Q (Commission] file number 1-812) for the quarterly period ended March 31, [removed: 2021](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm)[.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm)] | | | | | |
| 10.49 | | | [First Amendment, dated March 4, 2021, to Employment Agreement between Thomas A. Kennedy and Raytheon Technologies Corporation (referred to above [removed: in](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit1032021-03x3110xq.htm) [Exhibit](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit1032021-03x3110xq.htm) [10.48),] [added: in Exhibit 10.48),] incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit1032021-03x3110xq.htm) | | | | | |
| 10.50 | | | [removed: [S](http://www.sec.gov/Archives/edgar/data/101829/000010182921000051/exhibit1012021-06x3010xq.htm)[eparation] [added: [Separation] Agreement, dated as of May 24, 2021, between Thomas [removed: A](http://www.sec.gov/Archives/edgar/data/101829/000010182921000051/exhibit1012021-06x3010xq.htm)[.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000051/exhibit1012021-06x3010xq.htm) [Kennedy] [added: A. Kennedy] and Raytheon Technologies Corporation, incorporated by reference to Exhibit 10.1 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/101829/000010182921000051/exhibit1012021-06x3010xq.htm)[’](http://www.sec.gov/Archives/edgar/data/101829/000010182921000051/exhibit1012021-06x3010xq.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000051/exhibit1012021-06x3010xq.htm) | | | | | |
| 21 | | | [Subsidiaries of Raytheon Technologies [removed: Corporation.*](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit212021-12x3110xk.htm)] [added: Corporation.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit212022-12x3110xk.htm)] | | | | | |
| 23 | | | [Consent of PricewaterhouseCoopers [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit232021-12x3110xk.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit232022-12x3110xk.htm)] | | | | | |
| 24 | | | [Powers of Attorney of Tracy A. Atkinson, [added: Leanne G. Caret,] Bernard A. [removed: Harris](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit242021-12x3110xk.htm)[,](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit242021-12x3110xk.htm) [Jr., Marshall O. Larsen,] [added: Harris, Jr.,] 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. [removed: Winnefeld](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit242021-12x3110xk.htm)[,](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit242021-12x3110xk.htm) [Jr.] [added: Winnefeld, Jr.] and Robert O. [removed: Work.*](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit242021-12x3110xk.htm)] [added: Work.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit242022-12x3110xk.htm)] | | | | | |
| 31.1 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit3112021-12x3110xk.htm)] [added: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit3112022-12x3110xk.htm)] | | | | | |
| 31.2 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit3122021-12x3110xk.htm)] [added: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit3122022-12x3110xk.htm)] | | | | | |
| 31.3 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit3132021-12x3110xk.htm)] [added: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit3132022-12x3110xk.htm)] | | | | | |
| 32 | | | [Section 1350 [removed: Certifications.*](https://www.sec.gov/Archives/edgar/data/101829/000010182922000005/exhibit322021-12x3110xk.htm)] [added: Certifications.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit322022-12x3110xk.htm)] | | | | | |
| 104 | | | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] formatted in Inline XBRL and contained in Exhibit 101. | | | | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| 10.66 | | | [Schedule of Terms for restricted stock unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated (referred to in Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2021), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000018/exhibit1012022-03x3110xq.htm) | | | | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| 10.67 | | | [Schedule of Terms for performance share unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated (referred to in Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2021), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000018/exhibit1022022-03x3110xq.htm) | | | | | |
| 10.68 | | | [Schedule of Terms for stock appreciation right awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated (referred to in Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2021), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000018/exhibit1032022-03x3110xq.htm) | | | | | |
| 10.69 | | | [Schedule of Terms for stock option awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated (referred to in Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2021), incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000018/exhibit1042022-03x3110xq.htm) | | | | | |
| 10.70 | | | [Raytheon Technologies Corporation Executive Severance Plan, effective April 4, 2022, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000018/exhibit1052022-03x3110xq.htm) | | | | | |
| 10.71 | | | [Consulting Agreement, dated as of April 1, 2022, by and between Raytheon Technologies Corporation and Michael R. Dumais](http://www.sec.gov/Archives/edgar/data/101829/000010182922000018/exhibit1062022-03x3110xq.htm), incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022. | | | | | |
| 10.72 | | | [Raytheon Technologies Corporation Compensation Deferral Plan, effective as of January 1, 2023.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit10722022-12x3110xk.htm) | | | | | |
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[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
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Item 16. FORM 10-K SUMMARY
29 rewritten, 7 added, 4 removed, 81 unchanged
| Dated: | | | February [removed: 11, 2022] [added: 6, 2023] | | | By: | | | /s/ NEIL G. MITCHILL, JR. | | |
| Dated: | | | February [removed: 11, 2022] [added: 6, 2023] | | | By: | | | /s/ AMY L. JOHNSON | | |
| /s/ GREGORY J. HAYES | | | | | | Chairman, President and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ NEIL G. MITCHILL, JR. | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ AMY L. JOHNSON | | | | | | Corporate Vice President and Controller (Principal Accounting Officer) | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ TRACY A. ATKINSON * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ BERNARD A. HARRIS, JR.* | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ GEORGE R. OLIVER * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ ROBERT K. ORTBERG * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ MARGARET L. O’SULLIVAN * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ DINESH C. PALIWAL * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ ELLEN M. PAWLIKOWSKI * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ DENISE L. RAMOS * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ FREDRIC G. REYNOLDS * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ BRIAN C. ROGERS * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ JAMES A. WINNEFELD, JR. * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
| /s/ ROBERT O. WORK * | | | | | | Director | | | | | | February [removed: 11, 2022] [added: 6, 2023] | | |
Date: February [removed: 11, 2022][added: 6, 2023]
Three years ended December 31, [removed: 2021][added: 2022]
[removed: (Millions of Dollars)][added: | (dollars in millions) | | | | | | | | |]
| [removed: Additions] [added: Additions] charged to income tax [removed: expense] [added: expense] | | | | | | [removed: 117] [added: 54] | | |
| [removed: Additions charged] [added: Reductions credited] to goodwill, due to acquisitions | | | | | | [removed: 2] [added: (19)] | | |
| Reductions credited to income tax expense | | | | | | [removed: (15)] [added: (37)] | | |
| Other adjustments | | | | | | [removed: (93)] [added: (12)] | | |
| Balance, December 31, 2019(1) | | | | | | [removed: 616] [added: $] | [added: 616] | |
| [removed: Additions] [added: Additions] charged to income tax [removed: expense] [added: expense] | | | | | | [removed: 136] [added: 136] | | |
| Reductions credited to income tax expense | | | | | | [removed: (37)] [added: (82)] | | |
| Other adjustments | | | | | | [removed: (12)] [added: 45] | | |
| [removed: Balance,] [added: Balance,] December 31, [removed: 2021] [added: 2021] | | | | | | [removed: $] [added: 825] | [removed: 825] | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
| /s/ LEANNE G. CARET * | | | | | | Director | | | | | | February 6, 2023 | | |
| (Leanne G. Caret) | | | | | | | | | | | | | | |
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
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| Balance, December 31, 2022 | | | | | | $ | 842 | |
| /s/ MARSHALL O. LARSEN * | | | | | | Director | | | | | | February 11, 2022 | | |
| (Marshall O. Larsen) | | | | | | | | | | | | | | |
| Balance, December 31, 2018(1) | | | | | | $ | 605 | |
| Reductions credited to goodwill, due to acquisitions | | | | | | (19) | | |