RTX (RTX) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A185 rewritten101 added44 removed170 unchanged
All filing items1,644 rewritten1,005 added919 removed1,765 unchanged
Summary
counted, not written
- Item 1A lists 27 risk factor headings: 2 new, 5 reworded and 20 unchanged since FY2022. 3 headings from FY2022 no longer appear.
- Sentence by sentence, 1,005 added, 919 removed, 1,644 rewritten and 1,765 unchanged across 22 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (2)
- We are dependent on a global supply chain and subject to risks related to the availability of materials and the performance of our suppliers; in recent years we have experienced supply chain disruptions that resulted in delays and increased costs and adversely affected our performance.
- Our debt levels and related debt service obligations could negatively impact our intended capital allocation, and we may be unable to obtain debt at competitive rates, on commercially reasonable terms, or in sufficient amounts.
Removed Item 1A headings (3)
- 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.
- We may be unable to obtain debt at competitive rates, on commercially reasonable terms or in sufficient amounts.
- We may be unable to successfully complete the integration of the legacy businesses of United Technologies Corporation (UTC) and Raytheon Company and realize the anticipated benefits of the Raytheon merger.
Reworded Item 1A headings (5)
- We face risks relating to our U.S. government contracts and [added: programs, including] the mix of our U.S. government contracts and
[removed: programs.][added: programs, our performance, and our ability to control costs.] - Our business and financial performance may be adversely affected by cyber-attacks on information technology infrastructure and
[removed: products.][added: products, as well as changes in cybersecurity regulations.] - Due to the nature of our products and services, a product safety
[removed: failure][added: failure, quality issue] or other failure affecting our or our customers’ or suppliers’ products or systems could seriously harm our business. - Our business and financial performance may be adversely affected by climate change, including
[removed: changes in]regulations, customer demand,[removed: technologies][added: technologies,] and extreme weather. [removed: If we fail][added: Failure] to [added: successfully] manage potential future acquisitions, investments, divestitures, joint[removed: ventures][added: ventures,] and other[removed: transactions successfully,][added: transactions, and other risks associated with] these activities could adversely affect our future financial results.
A heading is new when no FY2022 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
185 rewritten, 101 added, 44 removed, 170 unchanged
Our business, operating results, financial [removed: condition] [added: condition,] and liquidity can be impacted by the factors set forth below, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results.
Our business may be adversely affected by changes in global economic, capital [removed: market] [added: market,] and political conditions. Our business, operating results, financial [removed: condition] [added: condition,] and liquidity may be adversely affected by changes in global economic conditions, international [removed: relations] [added: relations,] and geopolitical events and actions, including inflation, credit market conditions, levels of consumer and business confidence, commodity (including energy) prices and supply, trade policies, exchange rates, changing policy positions or priorities, levels of government spending and deficits, the threat environment, political conditions, and actual or anticipated default on sovereign debt.
The current global supply chain [removed: 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.
Similarly, interest rate increases have created financial market volatility and could further negatively impact financial markets, lead to an economic downturn or recession, and tighten the availability of, and increase the cost [removed: of] [added: of,] capital [removed: for,] [added: for] the Company, which could have an adverse effect on our operating results, financial [removed: condition] [added: 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 [removed: in] [added: in,] or cancellation [removed: of] [added: of,] orders for our products and services, could impact the ability of our customers to make payments, and could increase the risk of supplier financial distress.
In addition, geopolitical risks could affect government priorities, [removed: budgets] [added: budgets,] and policies, 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.
Changes in U.S. government defense spending could negatively impact our financial position, results of operations, [removed: liquidity] [added: liquidity,] and overall business. U.S. government sales constitute a significant portion of our consolidated sales.
Changes in U.S. government defense spending for various reasons, including as a result of potential changes in policy or budgetary positions or priorities, could negatively impact our results of operations, financial [removed: condition] [added: condition,] and liquidity.
Our programs are subject to U.S. government policies, budget [removed: decisions] [added: decisions,] and appropriation [removed: processes] [added: processes,] which are driven by numerous factors including U.S. domestic and broader geopolitical events, macroeconomic conditions, and the ability of the U.S. government to enact relevant legislation, such as appropriations bills.
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 [removed: priorities] [added: priorities,] and the state of governmental finances.
Significant changes in U.S. government defense spending or changes in U.S. government priorities, [removed: policies] [added: policies,] and requirements could have a material adverse effect on our results of operations, financial [removed: condition] [added: condition,] and liquidity.
[removed: We face risks relating to our U.S. government contracts and the mix of our U.S. government contracts and programs. The termination of one or more of our U.S. government] contracts, or the occurrence of performance delays, cost overruns (due to inflation or otherwise), product failures, shortages in materials, [removed: components] [added: components,] or labor, [removed: or] contract definitization delays, [added: or other failures to perform to customer expectations and contract requirements,] could negatively impact our [added: reputation and] competitive position, results of operations, financial [removed: condition] [added: condition,] and liquidity.
If one of our contracts is terminated for convenience, we would generally be entitled to payments for our allowable costs [added: incurred, termination costs,] and would receive some allowance for profit on the work performed.
In addition, we are a subcontractor on some [removed: contracts,] [added: programs,] and the U.S. government could terminate the prime contract for convenience or otherwise, without regard to our performance as a subcontractor.
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[added: Moreover, 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.
Appropriation bills may be delayed, which may result in delays to funding, the collection of [removed: receivables] [added: receivables,] and our contract performance due to lack of authorized funds to procure related products and services.
Further, if appropriations for one of our programs become unavailable, [removed: reduced] [added: reduced,] or delayed, the U.S. government may terminate for convenience our contract or subcontract under that program.
In addition, our U.S. government contracts typically involve the development, [removed: application] [added: application,] and manufacture of advanced defense and technology systems and products aimed at achieving challenging goals.
As a result of untested or unproven technologies, or modified requirements or specifications, we may experience technological and other performance difficulties (including delays, setbacks, cost overruns, or product failures), our attention or resources may be diverted from other [removed: projects] [added: projects,] and our future sales opportunities may be impacted.
We carry the entire burden of cost overruns exceeding the ceiling price amount under FPI [removed: contracts.][added: contracts, which may result in a cumulative adjustment in the period our estimates change.]
Under cost reimbursable contracts, we are reimbursed for allowable costs and [added: are typically] paid a fixed or performance-based fee, but we are generally not reimbursed for unauthorized costs exceeding a cost ceiling amount or costs not allowable under the contract or applicable regulations.
While contracts for development programs with complex design and technical challenges are [removed: typically] [added: often] cost reimbursable, they can be FFP or FPI, which can significantly increase our risk of a potential negative profit adjustment, as development contracts by nature involve elements that have not been undertaken before and, thus, are highly subject to future unexpected cost growth.
Moreover, over the past several years, the DoD has increased its use of Other Transaction Authority (OTA) [removed: contracts,] [added: agreements,] under which it awards certain prototypes, [removed: research] [added: research,] and production contracts without all of the procurement requirements that typically apply to DoD contracts, including justification of sole source awards.
OTAs may use fixed-price contracting during all phases of the contract, or mandated contract cost [removed: sharing (e.g., one-third of program costs).][added: sharing.]
Our business may be negatively impacted if we are unable to [added: bid for OTA work and/or] perform on our OTA [removed: contracts,] [added: agreements,] including any applicable non-traditional requirements.
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 [added: surveillance,] audits, investigations, [removed: and disputes.]
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, [removed: disputes] [added: disputes,] and claims.
Our international business is subject to economic, regulatory, [removed: competition] [added: competition,] and other risks. Our international sales and operations are subject to risks associated with political and economic factors, regulatory requirements, [removed: competition] [added: competition,] and other risks.
The majority of our commercial aerospace sales are in U.S. Dollars, while the majority of their non-U.S. [added: operating] costs are incurred in the applicable local currency.
Our international sales and operations are also subject to risks associated with local government laws, [removed: regulations] [added: regulations,] and policies, including with respect to investments, taxation, exchange controls, capital controls, employment [removed: regulations] [added: regulations,] and repatriation of earnings.
Differing legal systems, [removed: customs] [added: customs,] and contract laws and regulations pose additional risk.
In addition, in certain foreign countries, we engage foreign non-employee representatives and consultants for [added: international sales and teaming with international subcontractors, partners, and suppliers for international programs.]
In some instances, foreign companies may be owned by foreign governments or may receive loans, marketing [removed: subsidies] [added: subsidies,] and other assistance from their governments that may not be available to U.S. companies or our foreign subsidiaries.
Our international contracts, particularly for sales of defense products and services, may include offset or industrial cooperation obligations requiring specific local purchases, manufacturing agreements, technology transfer [removed: agreements or] [added: agreements,] financial support obligations, [added: or other local investments,] sometimes in the form of in-country industrial participation (ICIP) agreements.
As a result of the above factors, we could experience financial penalties and award and funding delays on international programs, our profitability on these programs could be negatively affected, and we could incur losses on these programs that could negatively impact our results of operations, financial [removed: condition] [added: condition,] and liquidity.
Geopolitical factors and changes in policies and regulations could adversely affect our business. Our international sales and operations are sensitive to changes in foreign national priorities, foreign government budgets, and regional and local political and economic factors, including [added: wars and armed conflicts, political or civil unrest,] volatility in energy prices or supply, [removed: political or civil unrest,] [added: inflation, interest rates,] changes in threat environments and political relations, geopolitical uncertainties, and changes in U.S. foreign policy.
Our international sales and operations are also sensitive to changes in [added: U.S. or] foreign government laws, [removed: regulations] [added: regulations,] and policies, including those related to tariffs, sanctions, embargoes, export and import [removed: controls and] [added: controls,] other trade [removed: restrictions.][added: restrictions, and trade agreements.]
Events such as increased trade [removed: restrictions or] [added: restrictions,] retaliatory trade policies, [removed: renegotiation of existing trade agreements,] or regime change can affect demand for our products and services, the competitive position of our products, our supply chain, and our ability to manufacture or sell products in certain countries.
Further, operations in emerging market countries are subject to additional risks, including volatility in [removed: gross domestic product and] rates of economic growth, government 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.
High inflation levels have increased material and component prices, labor rates, and supplier costs.
The U.S. government is currently operating under a CR to keep the government funded while Congress works to enact full year fiscal year 2024 (FY24) appropriation bills.
While we expect Congress to complete the full year FY24 appropriations bills before the current CR expire, if Congress is unable to complete the FY24 appropriation bills, (or pass another CR), then the U.S. government would shut down during which federal agencies would cease all non-essential functions.
Our business, program performance, and results of operations could be impacted by the resulting disruptions to federal government offices, workers, and operations, including risks relating to the funding of certain programs, stop work orders, as well as delays in contract awards, new program starts, payments for work performed, and other actions.
We also may experience similar impacts in the event of an extended period of continuing resolutions.
Generally, the significance of these impacts will primarily be based on the length of the continuing resolution or shutdown.
Furthermore, under the Fiscal Responsibility Act of 2023, which imposes limits on discretionary spending for defense and non-defense programs in exchange for the lifting of the debt ceiling in June 2023, if Congress fails to enact all appropriation bills by April 30, 2024, then the budget caps will be reduced and corresponding automatic reductions to agency budget accounts will be enforced through sequestration.
We face risks relating to our U.S. government contracts and programs, including the mix of our U.S. government contracts and programs, our performance, and our ability to control costs. The termination of one or more of our U.S. government
Excess costs on cost reimbursable contracts could also result in lower profit rates.
We may incur unexpected costs for various reasons, including technical and manufacturing challenges, schedule delays, shortages in materials, components, or labor, internal and subcontractor performance, product quality issues, inability to achieve the benefits of our cost reduction, digital transformation, manufacturing, operating, and other strategic initiatives, inflation, and changing laws or regulations, natural disasters, and public health crises.
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and disputes.
In addition, our ability to satisfy customer demands relating to the transfer of technologies and capabilities under ICIP arrangements and other international contracts may be limited by U.S. government export controls.
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initiated by, and carried out at the direction of, the U.S. government.
The Chinese sanctions against RMD included a fine equal to twice the value of the arms that RMD sold to Taiwan since September 2020.
We continue to closely monitor developments in the war between Israel and Hamas that began on October 7, 2023, including potential impacts to RTX’s business, customers, suppliers, employees, and operations in Israel, the Middle East, and elsewhere.
At this time, impacts to RTX are minimal.
RTX’s commercial manufacturing facilities in Israel remain open and operational and have continued exporting products and importing critical items and raw materials.
The war has also not impacted our defense programs’ ability to receive components from Israel.
For some products, there could be future delivery delays because of the ongoing war.
The potential impacts to RTX are subject to change given the volatile nature of the situation.
In addition, because we have significant business with Airbus and Boeing, our aerospace businesses could be adversely affected by challenges faced by these or other individual customers.
A reduction in spending in the commercial
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For example we are investing in artificial intelligence, among other advanced technologies, and we may be unable to successfully integrate the technology into our products and services or keep pace with this rapidly changing technology.
In particular, Pratt & Whitney’s Geared Turbofan family of engines incorporates advanced technologies.
In addition, in July 2023 Pratt & Whitney determined that a rare condition in powder metal used to manufacture certain engine parts requires accelerated inspection of the PW1100G-JM (PW1100) Geared Turbofan (GTF) fleet, which powers the A320neo family of aircraft, resulting in increased engine removals and inspections, shop visits, aircraft on ground levels, costs to the Company, and other negative impacts described in more detail below.
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to secure both new engine business and the aftermarket revenues associated with these products.
Moreover, we are seeing increased government, particularly foreign, sponsorship of competitors on defense development programs.
The products and services that we provide our customers are also at risk of being adversely affected by cyber-attacks, including attempts to infiltrate them or sabotage or disable their use.
Like other companies, we regularly experience cyber-based attacks.
The threats we face are continuous and evolving, and vary in degree of severity and sophistication.
These threats include advanced persistent threats from highly organized adversaries, including but not limited to cyber criminals, nation states and so-called hacktivists, particularly those adverse to the security interests of the U.S. and its allies, which target us and other defense contractors.
These types of threats are related to the geopolitical environment and have, therefore, grown in number due to recent geopolitical conflicts.
In addition, as a result of the rapid pace of technological change, we and our customers, suppliers, subcontractors and other third parties with whom we conduct business continue to rely on legacy systems and software, which can be more vulnerable to cyber threats and attacks.
Moreover, we, like other companies, are seeing an unprecedented number of previously unknown vulnerabilities, for which there are no known mitigations, being revealed by new attacks.
Further, the sophistication, availability and use of artificial intelligence by threat actors present an increased level of risk.
In addition, changes in domestic and international cybersecurity-related laws and regulations have expanded cybersecurity-related compliance requirements, and cybersecurity regulatory enforcement activity has grown.
Further, if the U.S. government debt ceiling is not raised and the national debt reaches the statutory debt ceiling, the U.S. government could default on its debts.
Moreover, because the funding of U.S. government programs is subject to
international sales and teaming with international subcontractors, partners and suppliers for international programs.
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
Delays and/or
In particular, Pratt & Whitney is currently producing and delivering the Geared Turbofan engine to power various aircraft.
The Coronavirus Disease 2019 (COVID-19) pandemic has affected our business, and we continue to face risks associated with it. The COVID-19 pandemic continues to negatively affect the global economy, our business and operations, and the industries in which we operate.
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
contracts and our business, results of operations, financial condition and liquidity.
The ultimate duration and financial impact of the COVID-19 pandemic remains unknown at this time.
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.
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.
All of the above have contributed to price increases.
These issues have led to significant supplier and subcontractor performance failures and delays.
Continuing high inflation has exacerbated these increases and increased our operating costs.
Moreover, some of our single-source components are sourced from foreign countries.
We work continuously to mitigate the effects of these supply chain issues and risks, including providing raw materials and technical support to our suppliers and subcontractors, as well as providing them with access to our contract labor networks to augment supplier and subcontractor workforces; seeking alternate supply sources; increasing our inventory of available materials and parts; pursuing various cost reductions such as long-term agreements; and leveraging our raw materials supply contracts to apply our negotiated rates to our suppliers’ purchases.
In addition, we experienced personnel reductions when the COVID-19 pandemic caused significant declines in demand for our commercial aerospace products and services, but current demand for our products and services across our businesses has created a significant need for us to hire additional and replacement personnel.
Current macroeconomic, industry and labor market conditions have exacerbated an already highly competitive market for hiring and retaining employees with relevant qualifications and experience.
Labor market trends also include high attrition and wage inflation, and some candidates and new personnel may have different expectations from our current workforce.
As a result of the above factors, we have experienced, and expect to continue to experience, significant difficulties in hiring and retaining personnel with relevant qualifications and experience, which has negatively impacted, and may continue to negatively impact, our results of operations, financial condition and liquidity.
Loss of key employees, increased attrition for various reasons, failure to adequately train newly hired employees, delays in receiving required security clearances, or delays in hiring key personnel could also seriously harm our business.
We also encounter attempts to infiltrate our products and services and sabotage or disable their use by our customers.
Any such attacks could disrupt our systems or those of third parties (including
The threats we face are continuous and evolving, and vary from attacks common to most industries to more advanced and persistent, highly organized adversaries, including nation states, which target us and other defense contractors.
Some of these risks may be heightened due to the Company and its suppliers and other third parties operating with a significant number of employees working remotely.
investigate possible irregularities in our costs.
Changes in
Our competitive position, results of operation, financial condition or liquidity may be affected by the outcome of examinations, proceedings and other contingencies that cannot be predicted with certainty.
The occurrence of any or all of these events may adversely affect our ability to fund our business requirements.
program could adversely affect the market price of our common stock.
For example, we recently announced our plans to reorganize our current business segment structure from four to three business segments in the second half of 2023.
We may be unable to successfully complete the integration of the legacy businesses of United Technologies Corporation (UTC) and Raytheon Company and realize the anticipated benefits of the Raytheon merger. The ultimate success of the Raytheon merger continues to depend, in part, on our ability to successfully combine and integrate UTC and Raytheon Company’s legacy businesses, and realize the anticipated benefits, including synergies, cost savings, innovation and technological opportunities (including technology-driven revenue synergies) and operational efficiencies from the Raytheon merger in a manner that does not materially disrupt existing customer, supplier and employee relations and does not result in decreased revenues due to losses of, or decreases in orders by, customers.
An excerpt. Shown here: 40 of 185 rewritten, 40 of 101 added and 40 of 44 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
330 rewritten, 289 added, 237 removed, 353 unchanged
The [removed: 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 [removed: periods] [added: periods,] and the primary factors that accounted for those changes.
In addition, we discuss certain accounting principles, [removed: policies] [added: policies,] and critical estimates that affect our financial statements.
[removed: The Company recently announced its intention to streamline] [added: As previously announced, effective July 1, 2023, we streamlined] the structure of [removed: its] [added: our] core businesses [removed: into] [added: to] three principal business segments: Collins [removed: Aerospace,] [added: Aerospace (Collins),] Pratt & [removed: Whitney] [added: Whitney,] and Raytheon.
Unless the context otherwise requires, the terms “we,” “our,” “us,” “the Company,” [removed: “Raytheon Technologies,”] and [removed: “RTC”] [added: “RTX”] mean [removed: Raytheon Technologies] [added: RTX] Corporation and its subsidiaries.
Our worldwide operations can be affected by industrial, [removed: economic] [added: economic,] and political factors on both a regional and global level.
Our business mix also reflects the combination of shorter cycles in our commercial aerospace spares contracts and certain service contracts in our defense [removed: business primarily at RIS,] [added: business,] and longer cycles in our aerospace OEM and aftermarket maintenance contracts and on our defense contracts to design, develop, [removed: manufacture] [added: manufacture,] or modify complex equipment.
Revenue passenger miles (RPMs), available seat [removed: miles] [added: miles,] and the general economic health of airline carriers are key barometers for our commercial aerospace operations.
[removed: RIS, RMD, and the] [added: Our] defense operations [removed: of Collins and Pratt & Whitney] are affected by U.S. Department of Defense (DoD) budget and spending levels, changes in demand, changes in policy positions or priorities, the domestic and global political [removed: environment] and [added: economic environment, and] the evolving nature of the global and national security threat environment.
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 [removed: sanctions] [added: sanctions,] or other restrictions.
Government legislation, [removed: policies] [added: policies,] and regulations can impact our business and operations.
Changes in environmental and climate [removed: change] [added: change-related] 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.
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 and limitations,] [added: restrictions,] and government procurement practices can impact our businesses.
Global economic and political conditions, changes in raw material and commodity prices and supply, labor availability and costs, inflation, interest rates, [removed: international] [added: geopolitical conflicts] and [removed: domestic] [added: strained intercountry relations, U.S. and non U.S.] tax law changes, foreign currency exchange rates, energy costs and [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.]
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Current geopolitical conditions, including [removed: sanctions] [added: conflicts] and other [removed: trade restrictive activities and] [added: causes of] strained intercountry relations, [added: as well as sanctions and other trade restrictive activities,] are contributing to these issues.
Geopolitical Matters. In response to [removed: the Russian military’s] [added: Russia’s] invasion of [removed: Ukraine on February 24, 2022,] [added: Ukraine,] the U.S. government and the governments of various jurisdictions in which we operate, [removed: including Canada, the United Kingdom, the European Union, and others,] have imposed broad economic sanctions and export controls targeting specific industries, [removed: entities] [added: entities,] and individuals in Russia.
The Russian government has implemented similar counter-sanctions and export controls targeting specific industries, [removed: entities] [added: 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, [removed: software] [added: software,] and technologies to and from Russia, including broadened export controls specifically targeting the aerospace sector.
[removed: These measures have adversely affected, and could] [added: We will] continue to [added: monitor future developments, including additional sanctions and other measures, that could] adversely [removed: affect,] [added: affect] the Company and/or our supply chain, business [removed: partners] [added: partners,] or customers.
[removed: Based] [added: These measures have adversely affected, and could continue to adversely affect, the Company and/or our supply chain, business partners, or customers; however, based] on information available to date, we do not currently expect these issues will have a material adverse effect on our financial results.
In addition, [added: in September 2022,] China [removed: has] indicated that it decided to sanction our Chairman and Chief Executive [removed: Officer] [added: Officer,] Gregory Hayes, in connection with another [removed: potential] foreign military sale to Taiwan involving [removed: RTC] [added: RTX] products and services.
If China were to impose [removed: sanctions] [added: additional sanctions, enforce announced sanctions,] or take other regulatory action against [removed: RTC,] [added: RTX,] our suppliers, [removed: affiliates] [added: affiliates,] or partners, it could potentially disrupt our business operations.
[removed: The] [added: Any] impact of [added: these or other] potential sanctions or other actions by China [removed: cannot be determined at this time.][added: is uncertain.]
In particular, as of December 31, [removed: 2022,] [added: 2023,] our Contract liabilities include approximately [removed: $385] [added: $405] million of advance payments received from a Middle East customer on contracts for which we no longer believe we will be able to execute [added: on] or obtain required regulatory approvals.
- Operating [removed: Profit (Loss):] [added: profit:] a measure of our profit [removed: (loss)] for the year, before non-operating expenses, net and income taxes; [removed: and]
- Operating [removed: Profit (Loss) Margin:] [added: profit margin:] a measure of our Operating profit [removed: (loss)] as a percentage of Total [removed: Net Sales.][added: net sales; and]
| (dollars in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Total net sales | | | $ | [removed: 67,074] [added: 68,920] | | | | | $ | [removed: 64,388] [added: 67,074] | | | | | $ | [removed: 56,587] [added: 64,388] | |
| Operating profit (loss) margins | | | [removed: 8.1] | | [added: | (8.0) | |] % | | | | [removed: 7.7] [added: 5.2] | | % | | | | [removed: (3.3)] [added: 2.5] | | % | [added: | | | | | | | | | | | |]
| Operating cash flow from continuing operations | | | $ | [removed: 7,168] [added: 7,883] | | | | | $ | [removed: 7,142] [added: 7,168] | | | | | $ | [removed: 4,334] [added: 7,142] | |
In order to better assess the underlying performance of our business, we also focus on the change in organic net sales on both a consolidated basis and business segment basis, and the change in organic operating profit [removed: (loss)] on a business segment basis, which allows for better year-over-year comparability.
See Results of Operations below for our definition of the organic change in Net sales and Operating [removed: profit (loss),] [added: profit,] which are not defined measures under U.S. Generally Accepted Accounting Principles (GAAP) and may be calculated differently by other companies.
Total backlog was [removed: $175] [added: $196] billion and [removed: $156] [added: $175] billion as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.
We provide the organic change in Net sales and Cost of sales for our consolidated results of operations as well as the organic change in Net sales and Operating profit [removed: (loss)] for our segments.
The organic change in Net sales, Cost of [removed: sales] [added: sales,] and Operating profit [removed: (loss)] excludes [removed: Acquisitions] [added: acquisitions] and divestitures, net, [removed: and] the effect of foreign currency exchange rate translation [removed: fluctuations] [added: fluctuations,] and other significant non-operational items and/or significant operational items that may occur at irregular intervals (Other).
Additionally, the organic change in Cost of sales and Operating profit [removed: (loss)] excludes restructuring costs, the FAS/CAS operating [removed: adjustment] [added: adjustment,] and costs related to certain acquisition accounting adjustments.
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 acquisitions, the amortization of customer contractual obligations related to loss making or below market contracts acquired, and goodwill [removed: impairment.][added: impairment, if applicable.]
| (dollars in millions) | | | [removed: 2022] [added: 2023] | | | | | | [added: 2022 | | | | | |] 2021 | | |
| Organic (1) | | | $ | [removed: 3,660] [added: 7,343] | | | | | $ | [removed: 724] [added: 3,660] | |
Effective July 17, 2023, we changed our legal name from Raytheon Technologies Corporation to RTX Corporation.
Effective July 1, 2023, we streamlined the structure of our core businesses to three principal business segments: Collins Aerospace (Collins), Pratt & Whitney, and Raytheon.
All segment information included in this Form 10-K is reflective of this new structure and prior period information has been recast to conform to our current period presentation.
Other Matters
Pratt & Whitney Powder Metal Matter. As described further in “Note 17: Commitments and Contingencies” within Item 8 of this Form 10-K, Pratt & Whitney has determined that a rare condition in powder metal used to manufacture certain engine parts requires accelerated inspection of the PW1100G-JM (PW1100) Geared Turbofan (GTF) fleet, which powers the A320neo
family of aircraft (A320neo) (herein referred to as the “Powder Metal Matter”).
Global Supply Chain. We are dependent on a global supply chain and in recent years have experienced supply chain disruptions that resulted in delays and increased costs and adversely affected our performance.
These disruptions impacted our ability to procure raw materials, microelectronics, and certain commodities on a timely basis and/or at expected prices, and are driven by supply chain market constraints and macroeconomic conditions, including inflation and labor market shortages.
Furthermore, our suppliers and subcontractors have been impacted by these same issues.
We have implemented actions and programs to mitigate some of the impacts but anticipate supply chain disruptions to continue into 2024.
Economic Environment. Current high inflation levels have increased material and component prices, labor rates, and supplier costs and have negatively impacted our operating profit and margin, including impact on productivity expectations.
Due to the nature of our government and commercial aerospace businesses, and their respective customer and supplier contracts, we are not always able to offset cost increases by increasing our contract value or pricing, in particular on our fixed-price contracts.
Increasing material, component, and labor prices could subject us to losses in our fixed price contracts in the event of cost overruns.
In addition, higher interest rates have increased the cost of borrowing and tightened the availability of capital.
Among other things, these effects can constrain our customers’ purchasing power and decrease orders for our products and services and impact the ability of our customers to make payments and our suppliers to perform.
Moreover, volatility in interest rates and financial markets can lead to economic uncertainty, an economic downturn or recession and impact the demand for our products and services as well as our supply chain.
We continue to pursue strategic and operational initiatives to help address these macroeconomic pressures, including our digital transformation, operational modernization, cost reduction, and advanced technology programs, and we apply our Customer Oriented Results Excellence (CORE) operating platform to the execution of these initiatives.
However, the impact of these pressures and corresponding initiatives is uncertain and subject to a range of factors and future developments.
U.S. Government’s Budget. Since the end of its fiscal year 2023, the U.S. government has been operating under a series of continuing resolutions to keep the government funded while Congress works to enact full year fiscal year 2024 (FY24) appropriation bills.
On January 7, 2024, congressional leaders announced an overall funding agreement enabling Congress to complete action on the FY24 appropriations bills.
The current continuing resolution, signed on January 19, 2024, funds certain agencies through March 1 and others through March 8.
Under a continuing resolution, federal agencies continue to operate generally at the same funding levels as the prior year, but typically new spending initiatives cannot be executed during this period.
While we expect Congress to complete the full year FY24 appropriations bills before the current continuing resolution expires and for the FY24 defense appropriations bill to provide increased spending consistent with the overall funding agreement, if Congress is unable to complete the FY24 appropriation bills (or pass another continuing resolution), then the U.S. government would shut down during which federal agencies would cease all non-essential functions.
In February 2023, China announced sanctions against Raytheon Missiles & Defense (RMD) (a former RTX Corporation (RTX) business segment which became part of Raytheon as a result of the July 1, 2023 RTX segment realignment), and previously announced it may take measures against RTX, in connection with certain foreign military sales to Taiwan.
The Chinese sanctions against RMD included a fine equal to twice the value of the arms that RMD sold to Taiwan since September 2020.
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
In addition, certain programs require approvals by foreign governments, and those approvals may not be obtained on a timely basis or at all or may be revoked.
We continue to closely monitor developments in the war between Israel and Hamas that began on October 7, 2023, including potential impacts to RTX’s business, customers, suppliers, employees, and operations in Israel, the Middle East, and elsewhere.
At this time, impacts to RTX are minimal.
RTX’s commercial manufacturing facilities in Israel remain open and operational and have continued exporting products and importing critical items and raw materials.
The war has also not impacted our defense programs’ ability to receive components from Israel.
For some products, there could be future delivery delays because of the ongoing war.
The potential impacts to RTX are subject to change given the volatile nature of the situation.
- Operating cash flow from continuing operations: a measure of the amount of cash generated by our business operations.
| Operating profit | | | 3,561 | | | | | | 5,504 | | | | | | 5,136 | | |
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
The FAS/CAS operating adjustment represents the difference between the service cost component of our pension and postretirement benefit (PRB) expense under the Financial Accounting Standards (FAS) requirements of U.S. GAAP and our pension and PRB expense under U.S. government Cost Accounting Standards (CAS), primarily related to our Raytheon segment.
| Total net sales | | | $ | 68,920 | | | | | $ | 67,074 | | | | | $ | 64,388 | |
| (dollars in millions) | | | 2023 | | | | | | 2022 | | |
The $0.1 billion decrease in net sales related to Acquisitions and divestitures, net in 2023 compared to 2022, was primarily driven by the divestiture of a small non-core naval power business in the fourth quarter of 2022.
We operate in four principal business segments: Collins Aerospace (Collins), Pratt & Whitney, Raytheon Intelligence & Space (RIS) and Raytheon Missiles & Defense (RMD).
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.
Business Environment
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.
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.
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.
Coronavirus Disease 2019 (COVID-19) Pandemic. The COVID-19 pandemic continues to negatively affect the global economy, our business and operations, the labor market, supply chains, inflation, and the industries in which we operate, although we continue to see signs of ongoing recovery in commercial air travel.
While we believe that the long-term outlook for the aerospace industry remains positive due to the fundamental drivers of air travel demand, uncertainty continues with respect to when commercial air traffic capacity will fully return to and/or exceed pre-COVID-19 levels.
The pace of the commercial aerospace recovery is tied to general economic conditions and may be impacted by inflation, an economic downturn, or government budget deficits, among other factors, and may also be impacted by a resurgence of the pandemic and corresponding travel restrictions and protocols.
Our expectations regarding the COVID-19 pandemic and ongoing recovery and their potential financial impact are based on available information and assumptions that we believe are reasonable at this time; however, the actual financial impact is highly uncertain and subject to a wide range of factors and future developments.
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.
China previously announced that it may take measures against RTC in connection with certain foreign military sales to Taiwan.
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.
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.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating profit (loss) | | | 5,414 | | | | | | 4,958 | | | | | | (1,889) | | |
The results of RIS and RMD reflect the period subsequent to the completion of the Raytheon 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
Raytheon merger, the estimated impact of which is approximately $400 million of sales and approximately $45 million of operating profit.
These amounts, in addition to the first quarter of 2021 results, have been excluded from the organic changes for the year ended December 31, 2021 disclosed throughout our Results of Operations discussion.
In addition, as a result of the separation of 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 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.
The $7.0 billion sales increase in Acquisitions and divestitures, net in 2021 compared to 2020, was primarily driven by the Raytheon merger on April 3, 2020, partially offset by the sale of the Collins military Global Positioning System (GPS) and space-based precision optics businesses in the third quarter of 2020 and the sale of our Forcepoint business in the first quarter of 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Net services sales grew $1.9 billion in 2021 compared to 2020 primarily due to an increase in external services sales of $0.8 billion at RIS and $0.4 billion at RMD, both primarily due to the Raytheon merger on April 3, 2020, and an increase in external services sales of $0.4 billion at Pratt & Whitney and $0.3 billion at Collins.
| Organic (1) | | | $ | 2,368 | | | | | $ | (1,293) | |
| Restructuring | | | 3 | | | | | | (363) | | |
The Collins decrease was primarily due to the sales decrease noted above, the benefit of cost reduction initiatives, and the absence of prior year significant unfavorable adjustments.
The RMD decrease was primarily due to the absence of an unfavorable profit impact of $516 million related to inventory reserves, contract asset impairments and
recognition of supplier related obligations for certain international contracts as further described in “Segment Review” below.
An excerpt. Shown here: 40 of 330 rewritten, 40 of 289 added and 40 of 237 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 FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
9 rewritten, 6 added, 1 removed, 19 unchanged
Refer to “Note 1: Basis of Presentation and Summary of Accounting Principles,” “Note [removed: 10:] [added: 9:] Borrowings and Lines of [removed: Credit”] [added: Credit,”] and “Note [removed: 14:] [added: 13:] Financial Instruments” within Item 8 of this Form 10-K for additional discussion of foreign currency exchange, interest [removed: rates] [added: rates,] and financial instruments.
[removed: We actively manage foreign currency exposures that are] associated with committed foreign currency purchases and sales, and other assets and liabilities created in the normal course of business at the operating unit level.
The aggregate notional amount of our outstanding foreign currency hedges was [removed: $11.2] [added: $15.8] billion and [removed: $8.5] [added: $11.2] billion at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: $0.9] [added: $1.0] billion and [removed: $0.6] [added: $0.9] billion at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.
[removed: Within our aerospace business, our] [added: Our] sales are typically denominated in U.S. Dollars.
However, for our non-U.S. based entities, such as Pratt & Whitney Canada [added: Corp.] (P&WC), a substantial portion of their costs are incurred in local currencies.
At P&WC and [removed: Collins,] [added: Collins Aerospace,] firm and forecasted sales for both original equipment and spare parts are hedged at varying amounts [removed: 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 [removed: points] [added: point] unfavorable interest rate movement would have had an approximate $3 billion [removed: and $4 billion] impact on the fair value of our fixed-rate debt at [added: both] December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
We actively manage foreign currency exposures that are
At Raytheon, portions of the cost to deliver a program may be denominated in a currency other than the currency of sale, and forecasts of such costs are frequently hedged to reduce foreign exchange exposures that can impact the cost of delivery of such programs.
Where sales of a Raytheon program are denominated in a currency other than the functional currency of the contracting affiliate, forecasted sales for that program may be hedged to minimize the resulting foreign exchange exposure for that affiliate.
We also have variable-rate debt, including $4 billion of term loans outstanding, which is affected by changes in market interest rates.
A 100 basis point unfavorable interest rate movement on variable debt would not be expected to have a material effect on our operations or cash flows.
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
The majority of this hedging activity occurs at P&WC and Collins, and hedging activity also occurs to a lesser extent at the remainder of Pratt & Whitney.
Item 1. BUSINESS
120 rewritten, 55 added, 58 removed, 90 unchanged
[removed: Raytheon Technologies] [added: RTX] Corporation is an aerospace and defense company that provides advanced systems and services for commercial, [removed: military] [added: military,] and government customers worldwide.
The terms “we,” “us,” “our,” [removed: “Raytheon Technologies,” “RTC” and] the [removed: “Company”] [added: “Company”, and “RTX”] mean [removed: Raytheon Technologies Corporation,] [added: RTX Corporation and its subsidiaries,] unless the context indicates another meaning.
[removed: Raytheon Technologies,] [added: RTX Corporation,] formerly known as [removed: United Technologies Corporation (UTC),] [added: Raytheon Technologies,] was incorporated in Delaware in 1934.
[removed: Our operations are classified into four] [added: As previously announced, effective July 1, 2023, we streamlined the structure of our core businesses to three] principal business segments: Collins Aerospace (Collins), Pratt & Whitney, [removed: Raytheon Intelligence & Space (RIS)] and [removed: Raytheon Missiles & Defense (RMD),] [added: Raytheon,] with each segment comprised of groups of similar operations.
Collins [removed: Aerospace. Collins] [added: Aerospace] is a leading global provider of technologically advanced aerospace and defense products and aftermarket service solutions for [added: civil and military] aircraft manufacturers, [added: commercial] airlines, and regional, business and general aviation, as well as for defense and commercial space operations.
[removed: Collins’ product lines include integrated avionics systems, aviation systems, communications systems, navigation systems,] [added: Collins designs, manufactures and supplies] 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 [removed: seating and] cargo systems, evacuation systems, landing [removed: systems, including] [added: systems (including] landing gear, wheels and braking [added: systems), communication, navigation, surveillance] systems, [removed: hoists and winches,] fire and ice detection and protection systems, actuation systems, [added: integrated avionics,] and propeller systems.
Collins also designs, manufactures, and supports [added: complete] cabin [removed: interior,] [added: interiors, including seating,] oxygen systems, food and beverage preparation, storage and galley systems, [removed: lavatory] [added: lavatory,] and wastewater management systems.
Collins’ solutions support human space exploration with environmental control and power systems and extravehicular activity [removed: 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.][added: suits.]
Collins also provides connected aviation solutions and services through worldwide voice and data communication [removed: networks] [added: networks, airport systems] and [added: integrations, and air traffic management] solutions.
Aftermarket services include spare parts, overhaul and repair, engineering and technical support, training and fleet management solutions, asset management [removed: services] [added: services,] and information management services.
Collins’ largest commercial customers are Boeing and Airbus with combined sales, prior to discounts and incentives, of [removed: 20%, 18%] [added: 19%, 18%,] and [removed: 21%] [added: 15%] of total Collins segment sales in [added: 2023,] 2022, [removed: 2021] and [removed: 2020,] [added: 2021,] respectively.
Collins [removed: also received] [added: continued to receive] numerous commercial air transport contract awards for airline selected buyer-furnished equipment installation for interiors, avionics, and wheels and brakes, [removed: along with a number of] [added: and] long-term FlightSense airline maintenance agreements.
In addition, Collins continued its significant product development activities, including for major systems on the Airbus A321XLR, the Boeing 777X and 737 MAX 10, the Dassault Falcon [removed: 6X and the Xian MA700, final certification on COMAC’s C919,] [added: 6X,] and systems in support of the Boeing T-7A trainer and the Boeing VC-25B.
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Pratt & [removed: Whitney. Pratt & Whitney] [added: Whitney] is among the world’s leading suppliers of aircraft engines for commercial, military, business [removed: jet] [added: jet,] and general aviation customers.
Pratt & Whitney’s Commercial Engines and Military Engines businesses design, develop, [removed: produce] [added: produce,] and maintain families of large engines for wide- and narrow-body and large regional aircraft for commercial customers and for fighter, bomber, [removed: tanker] [added: tanker,] and transport aircraft for military customers.
Pratt & Whitney’s small engine business, Pratt & Whitney [removed: Canada (P&WC),] [added: Canada,] is among the world’s leading suppliers of engines powering regional airlines, general and business aviation, as well as helicopters.
Pratt & Whitney also produces, [removed: sells] [added: sells,] and services military and commercial auxiliary power units.
Pratt & Whitney provides fleet management services and aftermarket maintenance, [removed: repair] [added: repair,] and overhaul services in all of these segments.
Pratt & Whitney sells products and services principally to aircraft manufacturers, airlines and other aircraft operators, aircraft leasing [removed: companies] [added: companies,] and the U.S. and foreign governments.
Pratt & Whitney’s largest commercial customer by sales is Airbus, with sales, prior to discounts and incentives, of [added: 48%,] 33%, [removed: 31%] and [removed: 30%] [added: 31%] of total Pratt & Whitney segment sales in [added: 2023,] 2022, [removed: 2021] and [removed: 2020,] [added: 2021,] respectively.
Pratt & Whitney produces the PW1000G Geared Turbofan (GTF) engine family, the first of which, the [removed: PW1100G-JM,] [added: PW1100G-JM which powers the Airbus A320neo family of aircraft,] entered into service in January 2016.
The PW1000G GTF engine has demonstrated a significant reduction in fuel burn and noise levels and lower environmental emissions [removed: when] compared to [removed: legacy] [added: prior-generation] engines.
[removed: PW1000G] GTF engine models also power the Airbus A220 [removed: passenger aircraft] and [removed: Embraer’s E-Jet] [added: Embraer E-Jets] E2 [removed: family of aircraft.][added: aircraft families.]
In addition, [removed: P&WC’s] [added: Pratt & Whitney Canada’s] PW800 engine has been selected to exclusively power Gulfstream’s G400, [removed: G500] [added: G500,] and G600 business [removed: jets, as well as to power Dassault’s Falcon 6X business jet, which is scheduled to enter into service in 2023.][added: jets.]
Pratt & Whitney [removed: is under contract to produce] [added: produces] and [removed: sustain] [added: sustains] the F135 engine for the U.S. government’s F-35 Joint Program Office to power the single-engine F-35 Lightning II aircraft (commonly known as the Joint Strike Fighter) produced by Lockheed Martin.
F135 propulsion system configurations are used for the U.S Air Force’s F-35A, the U.S. Marine Corps’ [removed: F-35B] [added: F-35B,] and the U.S. Navy’s F-35C jets.
Pratt & Whitney is also under contract to build engines for the U.S. Air Force’s B-21 long-range strike [removed: bomber and to develop next-generation adaptive engines for the U.S. Air Force.][added: bomber.]
In view of the risks and costs associated with developing new engines, Pratt & Whitney has entered into collaboration arrangements in which revenues, [removed: costs] [added: costs,] and risks are shared with third parties.
At December 31, [removed: 2022,] [added: 2023,] the interests of third-party collaboration participants in Pratt & Whitney-directed jet engine programs ranged, in the aggregate per program, from 13% to 49%.
In [removed: 2022,] [added: 2023,] Pratt & Whitney [removed: reached] [added: continued to reach] significant milestones on the GTF engine program, including surpassing [removed: a] [added: 1.4] billion gallons of fuel saved and [removed: 10] [added: 14] million metric tons of carbon emissions avoided since entry into service.
The GTF Advantage engine [removed: for the A320neo family began] [added: continues] Federal Aviation Regulations Part 33 (FAR33) certification [removed: and development flight] testing [removed: on the A320neo aircraft,] [added: to operate with,] and [added: has] successfully [removed: ran on] [added: run on,] 100% sustainable aviation fuel (SAF).
The GTF Advantage configuration [removed: extends] [added: currently under testing is expected to extend] the [removed: economic and environmental] benefits of today’s GTF engine, [removed: as it reduces] [added: increasing takeoff thrust up to 8 percent and reducing] fuel consumption by [added: up to] an additional 1 percent, [removed: extending] [added: maintaining] the [removed: engine's] [added: engine’s] lead as the most efficient powerplant for the A320neo family.
The GTF family now powers more than [removed: 1,400] [added: 1,700] aircraft [added: for 70 operators] across [removed: 64 airlines and] three aircraft platforms: Airbus A320neo family, Airbus [removed: A220] [added: A220,] and Embraer E-Jets E2.
In addition, Pratt & Whitney received a significant number of contract awards for the F135 program, [removed: which powers all three variants of the F-35 Lightning II fighter aircraft] including [removed: an undefinitized] [added: a supplemental] contract [removed: action] for Lots 15-17 and funding to [removed: begin] [added: continue] work on an F135 engine core upgrade.
[removed: Significant] [added: In addition, significant] activity continued on development programs including the [added: Next Generation] Adaptive [removed: Engine Testing] [added: Propulsion] Program, as well as the [removed: rollout ceremony for] [added: first flight of] the [removed: Northrop Grumman] B-21 Raider, [added: which is] powered by Pratt & Whitney engines.
[removed: RMD’s Air Power business] [added: Raytheon] provides air-to-air and air-to-ground [removed: weapons that deliver power] [added: sensors, command] and [removed: precision to fourth-] [added: control] and [removed: fifth-generation fighters] [added: weapons] including the Advanced Medium Range Air-to-Air Missile [removed: (AMRAAM) and] [added: (AMRAAM),] StormBreaker smart weapon, [removed: and ground-based sensors for persistent wide-area defense] [added: Long Range Stand Off Weapon (LRSO),] and [removed: space surveillance including] [added: the] Early Warning Radar.
[removed: RMD’s Land Warfare and Air Defense business] [added: In addition, Raytheon] provides [removed: capabilities ranging from precision weapons including Excalibur, Javelin, Stinger] [added: advanced systems] and [removed: TOW to] [added: products that span layered land and] integrated air and missile defense, including the proven Patriot air and missile defense system, the [removed: Guidance Enhanced] [added: Lower Tier Air and] Missile [removed: (GEM-T),] [added: Defense Sensor (LTAMDS),] the National Advanced Surface-to-Air Missile System [removed: (NASAMS) and the GhostEye family of radars, including the Lower Tier Air] [added: (NASAMS), Javelin, Excalibur, Stinger,] and [removed: Missile Defense Sensor (LTAMDS).][added: High-Energy Lasers.]
[removed: RMD’s Naval Power business] [added: Raytheon also] provides advanced [added: naval] sensors, command and control and weapons [removed: to protect ships and sailors around] [added: including classified naval radars,] the [removed: world,] [added: Next Generation Jammer (NGJ), shipboard missiles] including [removed: AIM-9X Sidewinder, Tomahawk, Standard Missile 2 (SM-2)] [added: the Tomahawk] and Standard Missile 6 [removed: (SM-6) missiles,] [added: (SM-6), air-to-air missiles such as the AIM-9X SIDEWINDER missile,] and [added: integrated systems such as] the SPY-6 [removed: family of radars.][added: radar.]
[removed: RMD’s Strategic Missile Defense business] [added: Raytheon also] provides technologically advanced sensors, satellites and [removed: interceptors] [added: interceptors,] including the AN/TPY-2 radar, [added: and] Standard Missile 3 [removed: (SM-3) Block IA/IB/IIA missiles and development of future integrated missile defense solutions.][added: (SM-3).]
All segment information included in this Form 10-K is reflective of this new structure and prior period information has been recast to conform to our current period presentation.
Collins supports government and defense customer missions by providing systems solutions for connected battlespace, test and training range systems, crew escape systems, and simulation and training.
In 2023, Boeing selected Collins for key positions on their X-66A sustainable flight demonstrator aircraft.
Collins also achieved long-term agreements with global airlines valued at $3.5 billion in the aggregate.
Collins was selected to serve as a key supplier of Command and Control (C2) capabilities as part of the Australian Air6500 effort.
Collins achievements also include an order milestone of 6,000 routers enabling digital transformation for global airlines.
Collins also received a contract for a multi-system mobile Air Traffic Navigation Integration and Coordination System (ATNAVICS).
Collins also continues to invest in sustainable technologies, such as opening an electric airborne power research center in Rockford, IL, where a prototype 1-megawatt motor was run at its design target limit in a ground test.
Collins’ aircraft power and thermal management team demonstrated a full scale prototype cooling system which can deliver 2.5 times the current cooling capacity to enable potential F-35 block upgrades.
Segment sales in 2023 includes the reduction in sales associated with the Powder Metal Matter discussed below.
Moreover, Dassault’s Falcon 6X business jet entered into service in December 2023.
In 2023, Pratt & Whitney announced it will supply two GTF engines to power the Boeing X-66A sustainable flight demonstrator aircraft.
As previously disclosed, Pratt & Whitney determined this year that a rare condition in powder metal used to manufacture certain engine parts requires accelerated inspection of the PW1100G-JM fleet (herein referred to as Powder Metal Matter) as described further in “Note 17: Commitments and Contingencies” within Item 8 of this Form 10-K.
The year also saw the certification of the PW127XT-L engine for the ATR short takeoff and landing regional turboprop, marking the 200th engine certification for Pratt & Whitney Canada.
The Hybrid Electric Flight Demonstrator program, targeting a 30% fuel efficiency improvement and CO2 emissions reduction compared to existing advanced regional turboprops, successfully completed a rated power test of the demonstrator's 1 megawatt electric motor, developed by Collins.
Textron Aviation announced that the PW545D engine was selected to power the new Cessna Citation Ascend business jet.
The F135 program also added the Czech Republic as a new customer.
Pratt & Whitney also secured substantial awards for sustainment of the F117, F119, and F100 engine fleets.
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
Raytheon is a leading provider of defensive and offensive threat detection, tracking and mitigation capabilities for U.S. and foreign government and commercial customers.
Raytheon designs, develops, and provides advanced capabilities in integrated air and missile defense, smart weapons, missiles, advanced sensors and radars, interceptors, space-based systems, hypersonics, and missile defense across land, air, sea, and space.
Raytheon delivers integrated space solutions including sensors, mission orchestration, satellite control, and software.
Raytheon also focuses on the development and early introduction of next-generation technologies and systems, including hypersonics, counter-hypersonics, next-generation radars, sensor experimentation and electro-optical/infrared (EO/IR) advancements, and aligns products that use shared technologies, including fire control radars, surveillance radars, EO/IR, space-qualified satellite components, and electronics.
In 2023, Raytheon achieved key advancements in, or received contract awards for, the following programs: Naval Strike Missile (NSM), the StormBreaker smart weapon, AIM-9X and the AMRAAM program, and certain advanced technologies, including classified programs and an advanced development program.
Major new awards in 2023 include a NATO contract to provide Guidance Enhanced Missiles (GEM-T) for the NATO Support and Procurement Agency (NSPA), AMRAAM for the U.S. Air Force and Navy and international customers; a contract to provide Patriot Air Defense systems to Switzerland, a contract to provide StormBreaker for the U.S. Air Force and Navy, a contract to provide Next Generation Jammer Mid-Band (NGJ-MB) for the U.S. Navy and the government of Australia, a contract for the SPY-6 Hardware Production and Sustainment base for the U.S. Navy, a contract to provide Excalibur guided munitions for the U.S. Army and international customers, a contract to provide the Next Generation Short Range Interceptor (NGSRI) for the U.S. Army, and a contract to develop and produce Hypersonic Attack Cruise Missiles (HACM) for the U.S. Air Force.
(2) 2023 total net sales includes the reduction in sales from the Powder Metal Matter.
| (dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
(1) 2023 total net sales includes the reduction in sales from the Powder Metal Matter.
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
excludes unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity (IDIQ) type contracts).
In addition, our defense business in particular requires qualified personnel with security clearances due to our classified programs.
We continuously monitor labor market conditions and trends to mitigate hiring and retention issues.
In addition, we had over 2,200 U.S. new hires who self-identified as veterans in 2023.
Our RTX DE&I Pillars for Action framework is focused on workforce diversity, supplier diversity, community engagement, and DE&I public policy.
Approximately 16% of our workforce across 25 of the countries in which we operate are members of one or more of these ERGs.
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
We aim to identify and hire quality, diverse external talent with skills matched to our Company’s business needs.
We are dependent on a global supply chain for a wide range of raw materials, commodities, components, and services.
In 2023, we continued to experience supply chain disruptions that impacted our ability to procure raw materials, microelectronics, and certain commodities, and resulted in delays and increased costs.
These disruptions were driven by supply chain market constraints and macroeconomic conditions, including inflation and labor market shortages.
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.
The PW1100G-JM engine is offered on the Airbus A320neo family of aircraft.
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.
Raytheon Intelligence & Space. RIS is a leading provider of integrated space, communication and sensor systems, and cyber and software solutions to intelligence, defense, federal and commercial customers.
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
(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 serves as a prime contractor or major subcontractor on contracts with the U.S. Intelligence Community, DoD, Department of Homeland Security, the Federal Aviation Administration (FAA), National Aeronautics and Space Administration, and other international and classified customers.
In 2022, RIS continued to grow its classified business, receiving a number of significant contracts.
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.
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 tactical airborne radars for current and future manned and unmanned aircraft, intelligence surveillance and reconnaissance electro-optical/infrared (EO/IR) radar frequency products, laser technologies, and classified space mission systems.
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 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.
RIS and RMD together represent a significant portion of those sales.
(1) Includes foreign military sales through the U.S. government.
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
employees.
However, we expect the current labor market conditions and highly competitive employee hiring and retention environment to continue.
Our employees are located in 52 countries, with 70% of our employees located in the U.S.
In addition, based on those employees who self-identified, veterans represented 12% of our U.S. employee population.
“Risk Factors” of this Form 10-K.
with the sale of our products.
We are dependent upon the availability of materials and major components and the performance of our suppliers and subcontractors.
We also have some foreign suppliers as single-source suppliers of components.
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 issues, energy cost increases and price increases.
An excerpt. Shown here: 40 of 120 rewritten, 40 of 55 added and 40 of 58 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Item 3. LEGAL PROCEEDINGS
5 rewritten, 0 added, 0 removed, 7 unchanged
We are subject to a number of lawsuits, [removed: investigations] [added: investigations,] and claims (some of which involve substantial amounts).
For a discussion of contingencies related to certain legal proceedings, see “Note [removed: 18:] [added: 17:] Commitments and Contingencies” within Item 8 of this Form 10-K.
Except as otherwise noted, while we are unable to predict the final outcome, based on information currently available, we do not believe that resolution of any of these matters will have a material adverse effect upon our competitive position, results of operations, financial [removed: condition] [added: condition,] or liquidity.
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 [removed: Business – Regulatory matters”] [added: Business”] within Item 1.
We do not expect that the lawsuits or governmental investigations or inquiries will have a material adverse effect on our results of operations, financial [removed: condition] [added: condition,] or liquidity.
Cover and table of contents
28 rewritten, 4 added, 2 removed, 68 unchanged
| | | | For the fiscal year ended December 31, [removed: 2022] [added: 2023] | | |
The aggregate market value of the voting Common Stock held by non-affiliates at June 30, [removed: 2022] [added: 2023] was approximately [removed: $141,816,683,821,] [added: $142,484,650,285,] based on the New York Stock Exchange closing price for such shares on that date.
At January 31, [removed: 2023,] [added: 2024,] there were [removed: 1,464,954,584] [added: 1,326,826,896] shares of Common Stock outstanding.
Portions of the Registrant’s Definitive Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareowners are incorporated by reference in Part III of this Form 10-K.
[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
| Item 1. | | | [removed: [Business](#i39b4b1b8254341fc95976a961683745b_13)] [added: [Business](#i89d3e4a6bb514adeb38ce2977a17eaa0_13)] | | | [removed: [4](#i39b4b1b8254341fc95976a961683745b_13)] [added: [4](#i89d3e4a6bb514adeb38ce2977a17eaa0_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i39b4b1b8254341fc95976a961683745b_19)] [added: Factors](#i89d3e4a6bb514adeb38ce2977a17eaa0_19)] | | | [removed: [13](#i39b4b1b8254341fc95976a961683745b_19)] [added: [13](#i89d3e4a6bb514adeb38ce2977a17eaa0_19)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i39b4b1b8254341fc95976a961683745b_22)] [added: Comments](#i89d3e4a6bb514adeb38ce2977a17eaa0_22)] | | | [removed: [26](#i39b4b1b8254341fc95976a961683745b_22)] [added: [27](#i89d3e4a6bb514adeb38ce2977a17eaa0_22)] | | |
| Item 2. | | | [removed: [Properties](#i39b4b1b8254341fc95976a961683745b_25)] [added: [Properties](#i89d3e4a6bb514adeb38ce2977a17eaa0_25)] | | | [removed: [26](#i39b4b1b8254341fc95976a961683745b_25)] [added: [30](#i89d3e4a6bb514adeb38ce2977a17eaa0_25)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i39b4b1b8254341fc95976a961683745b_28)] [added: Proceedings](#i89d3e4a6bb514adeb38ce2977a17eaa0_28)] | | | [removed: [27](#i39b4b1b8254341fc95976a961683745b_28)] [added: [30](#i89d3e4a6bb514adeb38ce2977a17eaa0_28)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i39b4b1b8254341fc95976a961683745b_31)] [added: Disclosures](#i89d3e4a6bb514adeb38ce2977a17eaa0_31)] | | | [removed: [27](#i39b4b1b8254341fc95976a961683745b_31)] [added: [30](#i89d3e4a6bb514adeb38ce2977a17eaa0_31)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i39b4b1b8254341fc95976a961683745b_37)] [added: Securities](#i89d3e4a6bb514adeb38ce2977a17eaa0_37)] | | | [removed: [28](#i39b4b1b8254341fc95976a961683745b_37)] [added: [31](#i89d3e4a6bb514adeb38ce2977a17eaa0_37)] | | |
| Item 6. | | | [removed: [Reserved](#i39b4b1b8254341fc95976a961683745b_40)] [added: [Reserved](#i89d3e4a6bb514adeb38ce2977a17eaa0_40)] | | | [removed: [29](#i39b4b1b8254341fc95976a961683745b_40)] [added: [32](#i89d3e4a6bb514adeb38ce2977a17eaa0_40)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i39b4b1b8254341fc95976a961683745b_43)] [added: Operations](#i89d3e4a6bb514adeb38ce2977a17eaa0_43)] | | | [removed: [30](#i39b4b1b8254341fc95976a961683745b_43)] [added: [33](#i89d3e4a6bb514adeb38ce2977a17eaa0_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i39b4b1b8254341fc95976a961683745b_142)] [added: Risk](#i89d3e4a6bb514adeb38ce2977a17eaa0_145)] | | | [removed: [57](#i39b4b1b8254341fc95976a961683745b_142)] [added: [59](#i89d3e4a6bb514adeb38ce2977a17eaa0_145)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i39b4b1b8254341fc95976a961683745b_145)] [added: Data](#i89d3e4a6bb514adeb38ce2977a17eaa0_148)] | | | [removed: [59](#i39b4b1b8254341fc95976a961683745b_145)] [added: [61](#i89d3e4a6bb514adeb38ce2977a17eaa0_148)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i39b4b1b8254341fc95976a961683745b_238)] [added: Disclosure](#i89d3e4a6bb514adeb38ce2977a17eaa0_241)] | | | [removed: [116](#i39b4b1b8254341fc95976a961683745b_238)] [added: [114](#i89d3e4a6bb514adeb38ce2977a17eaa0_241)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i39b4b1b8254341fc95976a961683745b_241)] [added: Procedures](#i89d3e4a6bb514adeb38ce2977a17eaa0_244)] | | | [removed: [116](#i39b4b1b8254341fc95976a961683745b_241)] [added: [114](#i89d3e4a6bb514adeb38ce2977a17eaa0_244)] | | |
| Item 9B. | | | [Other [removed: Information](#i39b4b1b8254341fc95976a961683745b_244)] [added: Information](#i89d3e4a6bb514adeb38ce2977a17eaa0_247)] | | | [removed: [116](#i39b4b1b8254341fc95976a961683745b_244)] [added: [114](#i89d3e4a6bb514adeb38ce2977a17eaa0_247)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i39b4b1b8254341fc95976a961683745b_247)] [added: Inspections](#i89d3e4a6bb514adeb38ce2977a17eaa0_250)] | | | [removed: [116](#i39b4b1b8254341fc95976a961683745b_247)] [added: [114](#i89d3e4a6bb514adeb38ce2977a17eaa0_250)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i39b4b1b8254341fc95976a961683745b_253)] [added: Governance](#i89d3e4a6bb514adeb38ce2977a17eaa0_256)] | | | [removed: [117](#i39b4b1b8254341fc95976a961683745b_253)] [added: [115](#i89d3e4a6bb514adeb38ce2977a17eaa0_256)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i39b4b1b8254341fc95976a961683745b_256)] [added: Compensation](#i89d3e4a6bb514adeb38ce2977a17eaa0_259)] | | | [removed: [118](#i39b4b1b8254341fc95976a961683745b_256)] [added: [116](#i89d3e4a6bb514adeb38ce2977a17eaa0_259)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i39b4b1b8254341fc95976a961683745b_259)] [added: Matters](#i89d3e4a6bb514adeb38ce2977a17eaa0_262)] | | | [removed: [118](#i39b4b1b8254341fc95976a961683745b_259)] [added: [116](#i89d3e4a6bb514adeb38ce2977a17eaa0_262)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i39b4b1b8254341fc95976a961683745b_262)] [added: Independence](#i89d3e4a6bb514adeb38ce2977a17eaa0_265)] | | | [removed: [119](#i39b4b1b8254341fc95976a961683745b_262)] [added: [116](#i89d3e4a6bb514adeb38ce2977a17eaa0_265)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i39b4b1b8254341fc95976a961683745b_265)] [added: Services](#i89d3e4a6bb514adeb38ce2977a17eaa0_268)] | | | [removed: [119](#i39b4b1b8254341fc95976a961683745b_265)] [added: [116](#i89d3e4a6bb514adeb38ce2977a17eaa0_268)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i39b4b1b8254341fc95976a961683745b_271)] [added: Schedules](#i89d3e4a6bb514adeb38ce2977a17eaa0_274)] | | | [removed: [120](#i39b4b1b8254341fc95976a961683745b_271)] [added: [117](#i89d3e4a6bb514adeb38ce2977a17eaa0_274)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i39b4b1b8254341fc95976a961683745b_274)] [added: Summary](#i89d3e4a6bb514adeb38ce2977a17eaa0_277)] | | | [removed: [127](#i39b4b1b8254341fc95976a961683745b_274)] [added: [124](#i89d3e4a6bb514adeb38ce2977a17eaa0_277)] | | |
[removed: Raytheon Technologies] [added: RTX] Corporation and its subsidiaries’ names, abbreviations thereof, logos, and products and services designators are all either the registered or unregistered trademarks or tradenames of [removed: Raytheon Technologies] [added: RTX] Corporation and its subsidiaries.
RTX Corporation
| Item 1C. | | | [Cybersecurity](#i89d3e4a6bb514adeb38ce2977a17eaa0_549755815799) | | | [27](#i89d3e4a6bb514adeb38ce2977a17eaa0_549755815799) | | |
| [SIGNATURES](#i89d3e4a6bb514adeb38ce2977a17eaa0_280) | | | | | | [125](#i89d3e4a6bb514adeb38ce2977a17eaa0_280) | | |
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
RAYTHEON TECHNOLOGIES CORPORATION
| [SIGNATURES](#i39b4b1b8254341fc95976a961683745b_277) | | | | | | | | |
Item 1C. CYBERSECURITY
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New section this year
As a global aerospace and defense company serving commercial and government customers in the aerospace industry and domestic and international military and government customers as a defense contractor, we are the target of advanced and
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
persistent cyber-attacks from a variety of threat actors.
Our products and services are highly sophisticated and specialized, involve complex advanced technologies including information technology systems, and process, store, or transmit highly sensitive unclassified and classified information.
Moreover, our products and services are often integrated with third-party products and services.
Cybersecurity threats include attacks on, or other attempts to infiltrate, our information technology (IT) infrastructure and the IT infrastructure of our customers, suppliers, subcontractors and other third parties, attempting to gain unauthorized access to our confidential or other proprietary information, classified information, or information relating to our employees, customers, and other third parties, or to disrupt our systems or the systems of our customers, suppliers, subcontractors, and other third parties.
Cybersecurity threats also include attempts to infiltrate our products or services, including attacks targeting the security, confidentiality, integrity and/or availability of the hardware, software and information installed, stored or transmitted in our products, including after the purchase of those products and when they are incorporated into third-party products, facilities, or infrastructure.
Our Cybersecurity Program
Given the nature of our business and the cybersecurity risks we face, we have a robust cybersecurity program for identifying, assessing, and managing cybersecurity risks, which include material risks from cybersecurity threats, to our internal systems, our products, services and programs for customers, and our supply chain.
Our cybersecurity program is made up of two components: our enterprise cybersecurity program and our cybersecurity program for our products and services.
Enterprise Cybersecurity. Our enterprise cybersecurity program aligns with the National Institute of Standards and Technology (NIST) standards, among others.
The program includes processes and controls for the deployment of new IT systems by the Company and controls over new and existing system operation.
We monitor and conduct regular testing of these controls and systems, including vulnerability management through active discovery and testing to regularly assess patching and configuration status.
In addition, we require our employees and contract workers to complete annual cybersecurity training, and we regularly conduct simulated phishing and cyber-related communications.
Product and Services Cybersecurity. Our product development processes apply development, security and operations principles aligned with applicable government and commercial standards including DO-326 and NIST standards and guideline publications, and include vulnerability scanning and static and dynamic composition analysis.
We regularly assess our product development processes, product cyber maturity and the teams providing our secure services in relation to cybersecurity.
In addition, we strive to meet all security requirements mandated by government and commercial customers and adhere to regulatory guidance and standards for system security engineering.
Many of our products also undergo industry audits and regulatory compliance certifications, and our products delivered to the Department of Defense (DoD) must comply with DoD risk management requirements where required.
Cybersecurity for U.S. Government Authorized Systems. With respect to products and services provided to, and information technology systems used in connection with programs for, the U.S. government, our cybersecurity program aligns with the NIST standard and meets the requirements of 32 CFR Part 117 and other applicable U.S. government guidance.
The program includes authorization and assessment of new and existing IT systems by our customer.
We monitor use on these systems, including vulnerability management through patching and configuration.
In addition, we restrict user access and require authorized users to complete additional user and cybersecurity training.
Incident Response. Our cybersecurity program includes monitoring for potential security threats that may lead to vulnerabilities.
We evaluate and assign severity levels to incidents, escalate and engage incident response teams based on severity, and manage and mitigate the related risks.
Incidents are reported internally to members of senior management and/or the Board of Directors as appropriate based on severity and incident type and are also analyzed for external reporting requirements.
Our incident response process is also designed to coordinate functions to enable continuity of essential business operation in the event of a cyber crisis.
Third Party Service Providers. We engage third party service providers to expand the capabilities and capacity of our cybersecurity program, including for design, monitoring and testing of the program’s risk prevention and protection measures, and process execution including incident detection, investigation, analysis and response, eradication, and recovery.
Management of Third-Party Risks. Our suppliers, subcontractors and third-party service providers are subject to cybersecurity obligations and controls.
Prior to engagement, we assess the cybersecurity posture of third-party service providers who store, process, or transmit our information as a service, or connect to our networks.
We also require our suppliers, subcontractors and third-party service providers to agree to cybersecurity-related contractual terms and conditions of purchase.
Many of these third parties are also subject to regulatory requirements in mandatory government procurement clauses, including those contained in the U.S. Federal Acquisition Regulation and U.S. Defense Federal Acquisition Regulation Supplement, which obligate adherence to a generally accepted cybersecurity framework, such as NIST, and occasional
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
assessment of their implementation of cybersecurity controls as a condition of contract award or during contract performance.
Finally, we require these third parties to notify us of cybersecurity incidents that impact us.
Program Assessment. We continuously evaluate and seek to improve and mature our cybersecurity processes.
Our cybersecurity program is regularly assessed through management self-evaluation and ongoing monitoring procedures to evaluate our program effectiveness, including assessments associated with internal controls over financial reporting as well as vulnerability management through active discovery and testing to validate patching and configuration.
Additionally, our Internal Audit function regularly assesses our program effectiveness through audits of our entities, systems and processes to help maintain compliance with policies.
As cybersecurity threats are continuously evolving, we also periodically engage with third parties to perform maturity assessments of our program to identify potential risk areas and improvement opportunities.
This includes assessment of our overall program, policies and processes, compliance with regulatory requirements and an overall assessment of key vulnerabilities.
We use these assessments to supplement our own evaluation of the overall health of our program and target improvement areas.
An excerpt. Shown here: all 0 rewritten, 40 of 69 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. CYBERSECURITY in the FY2023 filing.
Item 2. PROPERTIES
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We have significant properties in approximately 25 countries, with approximately [removed: 515] [added: 500] significant properties comprising approximately 75 million square feet of productive space.
Approximately [removed: 60%] [added: 70%] of our square footage related to our significant properties is located in the United States.
Our fixed assets as of December 31, [removed: 2022] [added: 2023] 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, [removed: tools] [added: 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: 2022] [added: 2023] are in good operating [removed: condition, are well-maintained] [added: condition] and [removed: substantially all] are [removed: generally in regular use.][added: well-maintained.]
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
Item 4. MINE SAFETY DISCLOSURE
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[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
17 rewritten, 14 added, 8 removed, 11 unchanged
[removed: Raytheon Technologies’] [added: RTX Corporation’s] common stock is listed on the New York Stock Exchange under the ticker symbol “RTX.” There were [removed: 41,554] [added: 39,627] registered shareowners at December 31, [removed: 2022.][added: 2023.]
The following graph presents the cumulative total shareowner return for the five years ending December 31, [removed: 2022] [added: 2023] 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: 2017.][added: 2018.]
| | | | [removed: Annual] [added: Annual] Return Percentage Years [removed: Ending] [added: Ending] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company/Index | | | [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: 12/31/2022] [added: 12/31/2023] | | |
| [removed: Raytheon Technologies] [added: RTX] Common Stock | | | [removed: (14.66)] [added: 43.82] | | | | | | [removed: 43.82] [added: (16.73)] | | | | | | [removed: (16.73)] [added: 23.27] | | | | | | [removed: 23.27] [added: 20.01] | | | | | | [removed: 20.01] [added: (14.44)] | | |
| S&P 500 Index | | | [removed: (4.38)] [added: 31.49] | | | | | | [removed: 31.49] [added: 18.40] | | | | | | [removed: 18.40] [added: 28.71] | | | | | | [removed: 28.71] [added: (18.11)] | | | | | | [removed: (18.11)] [added: 26.29] | | |
| S&P Aerospace & Defense Index | | | [removed: (8.07)] [added: 30.33] | | | | | | [removed: 30.33] [added: (16.06)] | | | | | | [removed: (16.06)] [added: 13.22] | | | | | | [removed: 13.22] [added: 17.37] | | | | | | [removed: 17.37] [added: 6.77] | | |
| | | | [removed: Indexed] [added: Indexed] Returns Years [removed: Ending] [added: Ending] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company/Index | | | Base Period [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: 12/31/2022] [added: 12/31/2023] | | |
[removed: ][added: ]
[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
The following table provides information about our purchases during the quarter ended December 31, [removed: 2022] [added: 2023] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.
| [removed: 2022] [added: 2023] | | | | | | 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 [removed: December 12, 2022,] [added: October 21, 2023,] our Board of Directors authorized a share repurchase program for up to [removed: $6] [added: $11] billion of our common stock, replacing the previous program announced on December [removed: 7, 2021.][added: 12, 2022.]
Under the [removed: 2022] [added: 2023] 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 Securities Exchange Act of 1934, as amended.
We may also reacquire shares outside of the program [removed: from time to time] in connection with the surrender of shares to cover taxes on vesting of restricted [removed: stock] [added: stock,] and as required under our employee savings plan.
| RTX Common Stock | | | $ | 100.00 | | | | | $ | 143.82 | | | | | $ | 119.77 | | | | | $ | 147.63 | | | | | $ | 177.18 | | | | | $ | 151.60 | |
| S&P 500 Index | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |
| S&P Aerospace & Defense Index | | | 100.00 | | | | | | 130.33 | | | | | | 109.39 | | | | | | 123.86 | | | | | | 145.37 | | | | | | 155.21 | | |
| October 1 - October 31 | | | | | | 111,620 | | | | | | $ | 78.22 | | | | | 111,456 | | | | | | $ | 976 | | | | |
| November 1 - November 30 | | | | | | 149 | | | | | | 81.13 | | | | | | — | | | | | | 976 | | | | | |
| December 1 - December 31 | | | | | | 173 | | | | | | 82.20 | | | | | | — | | | | | | 976 | | | | | |
| Total | | | | | | 111,942 | | | | | | $ | 78.23 | | | | | 111,456 | | | | | | | | | | | |
On October 24, 2023, we entered into accelerated share repurchase (ASR) agreements with certain financial institution counterparties to repurchase shares of our common stock for an aggregate purchase price of $10 billion.
Pursuant to the ASR agreements, we made aggregate payments of $10 billion on October 26, 2023, and received initial deliveries of approximately 108.4 million shares of our common stock at a price of $78.38 per share, representing approximately 85% of the shares expected to be repurchased.
We funded the payments with borrowings under a bridge credit agreement, which was repaid with the proceeds from term loan facilities, proceeds from issuances of long-term debt in the fourth quarter of 2023 and cash on hand.
The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements.
Upon final settlement of the ASR, under certain circumstances, each of the counterparties may be required to deliver additional shares of common stock, or we may be required to deliver shares of common stock or to make a cash payment to the counterparties, at our election.
The final settlement of each transaction under the ASR agreements is scheduled to occur no later than the third quarter of 2024 and in each case may be accelerated at the option of the applicable counterparty.
During the quarter ended December 31, 2023, we repurchased 486 thousand shares outside of the program related to our employee savings plan.
| 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 | | |
| 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 | | | | | | | | | | | |
No shares were reacquired in transactions outside the program during the quarter ended December 31, 2022.
Item 6. Reserved.
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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The management of [removed: RTC] [added: RTX Corporation (RTX)] is responsible for establishing and maintaining adequate internal control over financial reporting.
Management has assessed the effectiveness of [removed: RTC’s] [added: RTX’s] internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
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, [removed: RTC’s] [added: RTX’s] internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]
The effectiveness of [removed: RTC’s] [added: RTX’s] internal control over financial reporting, as of December 31, [removed: 2022,] [added: 2023,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
| [removed: President and] Chief Executive Officer | | | | | |
[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
To the Shareowners and Board of Directors of [removed: Raytheon Technologies] [added: RTX] Corporation
We have audited the accompanying consolidated balance sheets of [removed: Raytheon Technologies] [added: RTX] Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive [removed: income (loss),] [added: income,] of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes [removed: 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
As described in Note 1 to the consolidated financial statements, [removed: a significant portion] [added: the majority] of the Company’s revenues of [removed: $67.1] [added: $68.9] billion for the year ended December 31, [removed: 2022] [added: 2023,] are from long-term contracts associated with the design, development, manufacture or modification of complex aerospace or defense equipment or related services.
Substantially all of the [removed: Company’s revenues from the Raytheon Intelligence & Space and Raytheon Missiles & Defense segments are] [added: defense business revenue is] recognized over time because of the continuous transfer of control to [removed: the customer.][added: customers.]
[removed: The Company’s revenues from] [added: For] certain long-term aftermarket [removed: contracts within its Pratt & Whitney segment are] [added: contracts, revenue is] recognized over the contract [removed: period] [added: period, and the Company generally accounts for such contracts] as a series of daily performance obligations to stand ready to provide spare parts, product maintenance and aftermarket services.
For [removed: these] performance obligations satisfied over time, revenue is recognized on a [removed: percentage of completion] [added: percentage-of-completion] basis [added: generally] using costs incurred to date relative to total estimated costs at completion to measure progress.
Due to the nature of the work required to be performed on many of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many [removed: variables] [added: inputs] and requires significant judgment by management on a [removed: contract by contract] [added: contract-by-contract] basis.
[removed: Within the Raytheon Intelligence & Space and Raytheon Missiles & Defense segments, the variables and significant judgments relate to] [added: this process, management reviews information including, but not limited to, any outstanding] key contract matters, progress towards completion and the related program schedule, identified risks and [removed: opportunities] [added: opportunities,] and the related changes in estimates of revenues and costs.
The risks and opportunities [removed: for the contracts] relate to management’s [added: judgment about the] ability and cost to achieve the schedule, consideration of [removed: customer-directed] [added: customer directed] delays or reductions in scheduled deliveries, technical requirements, customer activity [removed: levels] [added: levels, such as flight hours or aircraft landings,] and related variable consideration.
Management [removed: also] makes [removed: judgments about variables related to] [added: assumptions and] estimates [added: regarding contract revenue and costs, including estimates] of labor productivity and availability, the complexity and scope of the work to be performed, the availability and cost of materials, including any impact from rising costs or inflation, the length of time to complete the performance obligation, execution by [removed: the Company’s] [added: its] subcontractors, the availability and timing of funding from the customer, overhead cost rates, and [removed: the estimated] [added: current and past maintenance] cost [added: and frequency driven by estimated aircraft and engine utilization and estimated useful lives] of [removed: satisfying the Company’s industrial cooperation agreements required under certain contracts.][added: components, among others.]
Management reviews [removed: contract estimates] [added: the estimated costs] at completion [removed: on a periodic basis and no less than] [added: at least] annually or when a change in circumstances warrants a modification to a previous estimate.
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 [removed: their] [added: the] estimates of total revenue and total costs at completion, including significant judgments and assumptions on a [removed: contract by contract] [added: contract-by-contract] basis, and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s estimates of total revenue and total costs at completion for contracts.
These procedures also included, among others, testing management’s process for developing the estimated total revenue and total costs at completion, including evaluating on a test basis the reasonableness of certain significant judgments and [removed: variables] [added: inputs] considered by management specific to each contract or performance obligation.
[removed: Evaluating the significant judgments and assumptions related to the estimates of total revenue and total costs at completion involved evaluating whether the significant judgments and assumptions used were reasonable considering: (i) management’s historical] forecasting accuracy, (ii) evidence to support the [removed: relevant] aforementioned [removed: variables,] [added: inputs relevant to an individual contract,] (iii) the consistent application of accounting policies, and (iv) the timely identification of circumstances which may warrant a modification to a previous estimate.
[removed: *Goodwill and Indefinite-lived Intangible Assets Impairment Assessments*][added: NOTE 3: GOODWILL AND INTANGIBLE ASSETS]
These assessments utilize significant assumptions [removed: related to] [added: including] sales growth rates, projected operating profit, terminal growth rates, discount rates, royalty rates, and comparable multiples from [removed: publicly traded] [added: publicly-traded] companies in [removed: the aerospace and defense] [added: our] industry.
| (dollars in millions, except per share amounts; shares in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Products sales | | | | | | $ | [removed: 50,773] [added: 49,571] | | | | | $ | [removed: 49,270] [added: 50,773] | | | | | $ | [removed: 43,319] [added: 49,270] | |
| Services sales | | | | | | [removed: 16,301] [added: 19,349] | | | | | | [removed: 15,118] [added: 16,301] | | | | | | [removed: 13,268] [added: 15,118] | | |
| Total net sales | | | | | | [removed: 67,074] [added: 68,920] | | | | | | [removed: 64,388] [added: 67,074] | | | | | | [removed: 56,587] [added: 64,388] | | |
| Cost of sales - products | | | | | | [removed: 41,927] [added: 43,425] | | | | | | [removed: 41,095] [added: 41,927] | | | | | | [removed: 38,137] [added: 41,095] | | |
| Cost of sales - services | | | | | | [removed: 11,479] [added: 13,406] | | | | | | [removed: 10,802] [added: 11,479] | | | | | | [removed: 9,919] [added: 10,802] | | |
| Research and development | | | | | | [removed: 2,711] [added: 2,805] | | | | | | [removed: 2,732] [added: 2,711] | | | | | | [removed: 2,582] [added: 2,732] | | |
| Selling, [removed: general] [added: general,] and administrative | | | [removed: | | | 5,663] [added: (114)] | | | | | | [removed: 5,224] [added: (105)] | | | | | | [removed: 5,540] [added: (85)] | | |
| Total costs and expenses | | | | | | [removed: 61,780] [added: 65,445] | | | | | | [removed: 59,853] [added: 61,690] | | | | | | [removed: 56,178] [added: 59,675] | | |
| Other income, net | | | | | | [removed: 120] [added: 86] | | | | | | [removed: 423] [added: 120] | | | | | | [removed: 885] [added: 423] | | |
| Non-service pension income | | | | | | [removed: (1,889)] [added: (1,780)] | | | | | | [removed: (1,944)] [added: (1,889)] | | | | | | [removed: (902)] [added: (1,944)] | | |
| Debt extinguishment costs | | | | | | — | | | | | | [removed: 649] [added: —] | | | | | | [removed: —] [added: 649] | | |
| Interest expense, net | | | | | | [removed: 1,276] [added: 1,505] | | | | | | [removed: 1,322] [added: 1,276] | | | | | | [removed: 1,366] [added: 1,322] | | |
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
The Collins and Pratt & Whitney segments primarily serve commercial and government customers in both the original equipment manufacturer and aftermarket parts and services markets of the aerospace industry, while the Raytheon segment primarily provides products and services to government customers in the defense industry.
A significant change in one or more of these estimates could affect the profitability of one or more of the performance obligations.
Evaluating the significant judgments and assumptions related to the estimates of total revenue and total costs at completion on a contract-by-contract basis involved evaluating whether the significant judgments and assumptions used were reasonable considering: (i) management’s historical
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
February 5, 2024
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
RTX CORPORATION
| Operating profit | | | | | | 3,561 | | | | | | 5,504 | | | | | | 5,136 | | |
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
RTX CORPORATION
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
RTX CORPORATION
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
RTX CORPORATION
| Proceeds from bridge loan | | | | | | 10,000 | | | | | | — | | | | | | — | | |
| Repayment of bridge loan | | | | | | (10,000) | | | | | | — | | | | | | — | | |
| Debt extinguishment costs | | | | | | — | | | | | | — | | | | | | (649) | | |
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
RTX CORPORATION
| Common stock repurchased | | | | | | (1,500) | | | | | | — | | | | | | — | | |
| Common stock contributed to defined benefit pension plans | | | | | | 7 | | | | | | — | | | | | | — | | |
| Common stock contributed to defined benefit pension plans | | | | | | 43 | | | | | | — | | | | | | — | | |
| Other comprehensive income (loss), net of tax | | | | | | (401) | | | | | | (103) | | | | | | 1,819 | | |
| Shares of common stock contributed to benefit plans | | | | | | 623 | | | | | | — | | | | | | — | | |
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
Effective July 17, 2023, we changed our legal name from Raytheon Technologies Corporation to RTX Corporation.
*Organizational Structure.* As previously announced, effective July 1, 2023, we streamlined the structure of our core businesses to three principal business segments: Collins Aerospace (Collins), Pratt & Whitney, and Raytheon.
All segment information included in this Form 10-K is reflective of this new structure and prior period information has been recast to conform to our current period presentation.
In conjunction with the segment realignment, the Company revised its accounting policy with respect to the financial statement presentation of an immaterial amount of state income taxes allocable to U.S. government contracts related to our legacy Raytheon Intelligence & Space (RIS) and Raytheon Missiles & Defense (RMD) segments.
Prior to July 1, 2023, these state income taxes were classified as Selling, general and administrative expenses.
Effective with the segment change, state income tax amounts previously reported within Selling, general, and administrative expenses were reclassified to Income tax expense (benefit) within the Consolidated Statement of Operations, and prior period amounts have been reclassified to conform to our current period presentation.
*Pratt & Whitney Powder Metal Matter.* Pratt & Whitney has determined that a rare condition in powder metal used to manufacture certain engine parts requires accelerated inspection of the PW1100G-JM (PW1100) Geared Turbofan (GTF) fleet, which powers the A320neo family of aircraft (A320neo) (herein referred to as the “Powder Metal Matter”).
See “Note 17: Commitments and Contingencies” for additional information.
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
Accounts receivable related to the commercial aerospace industry was approximately 80% and 73% of Accounts receivable, net at December 31, 2023 and 2022, respectively.
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
net earnings or losses of the investee is recorded.
In evaluating our reporting units and indefinite-lived intangible assets for impairment, we may perform both qualitative and quantitative assessments.
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
The timing of the satisfaction of performance obligations varies across the Company’s businesses due to their diverse product and service mix, customer base, and contractual terms.
Within the Pratt & Whitney segment, the variables and significant judgments relate to current and past maintenance cost and frequency experience.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
As described in Notes 1 and 2 to the consolidated financial statements, the Company’s consolidated goodwill and indefinite-lived intangible assets balances were $53.8 billion and $8.6 billion, respectively, as of December 31, 2022.
A portion of the total goodwill balance relates to certain reporting units of the Collins Aerospace segment.
A portion of the total indefinite-lived intangible assets balance relates to the Collins Aerospace segment.
Goodwill and indefinite-lived intangible assets are subject to impairment testing annually, or more frequently if events or changes in circumstances indicate the asset might be impaired.
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.
The impairment testing compares carrying values to estimated fair values.
If the carrying value exceeds the fair value, then the carrying value is reduced to fair value.
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 estimates of certain reporting units and indefinite-lived intangible 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, discount rates, 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 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 methodologies used to estimate fair value, (iii) testing the completeness and accuracy of underlying data used in developing the estimates, and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales growth rates, discount rates, and comparable multiples from publicly traded companies in the aerospace and defense industry, as applicable.
Evaluating management’s assumptions related to sales growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the relevant 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 evaluating (i) the appropriateness of the Company’s discounted cash flow, market-based valuation, and relief from royalty methods, and (ii) the reasonableness of the discount rates and comparable multiples from publicly traded companies in the aerospace and defense industry assumptions.
February 6, 2023
RAYTHEON TECHNOLOGIES CORPORATION
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Goodwill impairment | | | | | | — | | | | | | — | | | | | | (3,183) | | |
| Operating profit (loss) | | | | | | 5,414 | | | | | | 4,958 | | | | | | (1,889) | | |
| Income tax expense | | | | | | 700 | | | | | | 786 | | | | | | 575 | | |
| Income tax expense (benefit) from discontinued operations | | | | | | (11) | | | | | | 23 | | | | | | 151 | | |
| Less: Noncontrolling interest in subsidiaries’ earnings from discontinued operations | | | | | | — | | | | | | — | | | | | | 43 | | |
| Goodwill impairment charge | | | | | | — | | | | | | — | | | | | | 3,183 | | |
| Global pension contributions | | | | | | (94) | | | | | | (59) | | | | | | (1,025) | | |
| Cash acquired in Raytheon merger | | | | | | — | | | | | | — | | | | | | 3,208 | | |
| Distribution from discontinued operations | | | | | | — | | | | | | — | | | | | | 17,207 | | |
| Net cash used in discontinued operations | | | | | | — | | | | | | — | | | | | | (2,383) | | |
| Effect of foreign exchange rate changes on cash and cash equivalents from discontinued operations | | | | | | — | | | | | | — | | | | | | (76) | | |
| Cash, cash equivalents and restricted cash within assets related to discontinued operations, beginning of year | | | | | | — | | | | | | — | | | | | | 2,459 | | |
(1) Amounts are inclusive of continuing operations and discontinued operations payments.
| Common stock issued for Raytheon Company outstanding common stock and equity awards | | | | | | — | | | | | | — | | | | | | 10,897 | | |
| Adjustment to Common stock for the Otis Distribution | | | | | | — | | | | | | — | | | | | | 2,598 | | |
| Common stock issued for Raytheon Company outstanding common stock and equity awards | | | | | | — | | | | | | — | | | | | | 22,269 | | |
| Adjustment to retained earnings for the Carrier Distribution | | | | | | — | | | | | | — | | | | | | (5,805) | | |
| Common Stock plans activity | | | | | | 10 | | | | | | 11 | | | | | | 15 | | |
| Separation of Carrier and Otis | | | | | | — | | | | | | — | | | | | | 3,875 | | |
An excerpt. Shown here: 40 of 849 rewritten, 40 of 430 added and 40 of 516 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
Item 9A. CONTROLS AND PROCEDURES
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As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, we carried out an evaluation under the supervision and with the participation of our management, including the [removed: Chairman, President] [added: Chairman] 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: 2022.][added: 2023.]
Our management has concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is set forth [removed: in] [added: within] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
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During the quarter ended December 31, 2023, no director or “officer” (as defined in Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
18 rewritten, 2 added, 1 removed, 18 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: 2023] [added: 2024] 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”).
The following persons are executive officers of [removed: Raytheon Technologies] [added: RTX] Corporation:
| Name | | | | | | Title | | | | | | Other Business Experience Since [removed: 1/1/2018] [added: 1/1/2019] | | | | | | Age as of [removed: 2/6/2023] [added: 2/5/2024] | | |
| Christopher T. Calio | | | | | | [added: President (since March 2023),] Chief Operating [removed: Officer,] [added: Officer] (since March 2022) [added: and Director, RTX Corporation (since December 2023)] | | | | | | President, Pratt & Whitney; President, Commercial Engines, Pratt & [removed: Whitney; Executive Assistant to the Chairman & CEO, United Technologies Corporation] [added: Whitney] | | | | | | [removed: 49] [added: 50] | | |
| Kevin G. DaSilva | | | | | | Corporate Vice President, Treasurer, [removed: Raytheon Technologies] [added: RTX] Corporation (since April 2020) | | | | | | Vice President and Treasurer, Raytheon Company | | | | | | [removed: 59] [added: 60] | | |
| Shane G. Eddy | | | | | | President, Pratt & Whitney (since March 2022) | | | | | | [added: Senior Vice President and] Chief Operations Officer, Pratt & Whitney; Senior Vice President, Operations, Pratt & Whitney | | | | | | [removed: 58] [added: 59] | | |
| Gregory J. Hayes | | | | | | Chairman (since June 2021) [removed: President] and Chief Executive Officer, [removed: Raytheon Technologies] [added: RTX] Corporation (since November 2014) | | | | | | [added: Chairman, President and Chief Executive Officer, Raytheon Technologies Corporation;] President, Chief Executive Officer and Director, Raytheon Technologies Corporation; Chairman, President and Chief Executive Officer, United Technologies Corporation | | | | | | [removed: 62] [added: 63] | | |
| Amy L. Johnson | | | | | | Corporate Vice President, Controller, [removed: Raytheon Technologies] [added: RTX] Corporation (since September 2021) | | | | | | Vice President, Finance, Pratt & Whitney Commercial Engines; Vice President and Controller, Pratt & Whitney | | | | | | [removed: 48] [added: 49] | | |
| Ramsaran Maharajh, Jr. | | | | | | Executive Vice President and General Counsel, [removed: Raytheon Technologies] [added: RTX] 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: 51] [added: 52] | | |
| Neil G. Mitchill, Jr. | | | | | | Executive Vice President and Chief Financial Officer, [removed: Raytheon Technologies] [added: RTX] 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: 47] [added: 48] | | |
| Stephen J. Timm | | | | | | President, Collins Aerospace (since February 2020) | | | | | | President, Avionics, Collins Aerospace; Vice President and General Manager, Avionics, Collins [removed: Aerospace; Vice President and General Manager, Avionics, Rockwell Collins, Inc.; Vice President & General Manager, Air Transport Systems, Rockwell Collins, Inc.] [added: Aerospace] | | | | | | [removed: 54] [added: 55] | | |
[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
| Dantaya M. Williams | | | | | | Executive Vice President & Chief Human Resources Officer, [removed: Raytheon Technologies] [added: RTX] Corporation (since June 2020) | | | | | | Vice President, Human Resources, Pratt & Whitney Commercial Engines | | | | | | [removed: 48] [added: 49] | | |
All of the officers serve at the pleasure of the Board of Directors of [removed: Raytheon Technologies] [added: RTX] Corporation or the subsidiary designated.
Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2023] [added: 2024] 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, [removed: employees] [added: employees,] and representatives.
Information regarding our Code of Conduct is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareowners titled “Other Important Information” under the heading “Corporate Governance Information, Code of [removed: Conduct] [added: 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, Governance and Public Policy Committee, Human Capital and Compensation [removed: Committee] [added: 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 [removed: Raytheon Technologies] [added: RTX] Corporation, 1000 Wilson Blvd., Arlington, VA 22209.
| Philip J. Jasper | | | | | | President, Raytheon (since January 2024) | | | | | | President, Mission Systems, Collins Aerospace | | | | | | 55 | | |
| Name | | | | | | Title | | | | | | Other Business Experience Since 1/1/2019 | | | | | | Age as of 2/5/2024 | | |
| 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 | | | | | | 58 | | |
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: 2023] [added: 2024] Annual Meeting of Shareowners titled “Executive Compensation,” “Compensation of [removed: Directors”] [added: Directors,”] and “Report of the Human Capital & Compensation Committee.”
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 16 removed, 0 unchanged
The information relating to security ownership of certain beneficial owners and management [added: and the Equity Compensation Plan Information required by Item 12] is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareowners titled “Share [removed: Ownership.”][added: Ownership” and “Executive Compensation”.]
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about our equity compensation plans that authorize the issuance of shares of our common stock as of December 31, 2022.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | | | Weighted average exercise price of outstanding options, warrants and right ($/share) (b) | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |
| Equity compensation plans approved by shareowners | | | 18,549,957 (1) | | | | | | $ | 81.00 | | | | | 81,186,868 (3) | | |
| Equity compensation plans not approved by shareowners | | | 408,884 (2) | | | | | | — | | | | | | — | | |
(1) Consists of 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 stock appreciation rights (SARs); (iii) pursuant to outstanding restricted stock unit awards (RSUs) and 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.
Under the RTX LTIPs, each SAR referred to in clause (ii) is exercisable for a number of shares of Common Stock having a value equal to the difference between the market price of RTX on the exercise date and the exercise price.
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 the last trading day of 2022 of $100.92.
The weighted-average exercise price of outstanding options, warrants and rights shown in column (b) takes into account only the shares identified in clauses (i) and (ii).
(2) Consists of shares of Common Stock issuable pursuant to outstanding RSUs awards granted under the Raytheon Company 2019 Stock Plan and the Raytheon Company 2010 Stock Plan, as amended (RTN Stock Plans), that were assumed upon the merger of UTC and RTN.
(3) Represents the maximum number of shares of Common Stock available to be awarded under the Plan as of December 31, 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 2018 LTIP in an amount equal to 4.03 times the number of shares subject to the awards.
SARs and stock options are not full-value awards and will result in a reduction in the number of shares of Common Stock available for delivery under the Plan on a one-for-one basis.
[Table of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)
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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Shareowners titled “Appoint [removed: PwC] [added: PricewaterhouseCoopers] LLP to Serve as Independent Auditor for [removed: 2023,”] [added: 2024,”] including the information provided in that section with regard to “Audit Fees,” “Audit-Related Fees,” “Tax [removed: Fees”] [added: Fees,”] and “All Other Fees.”
[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
47 rewritten, 31 added, 7 removed, 165 unchanged
(1) The following financial statements of [removed: Raytheon Technologies] [added: RTX] Corporation, supplemental [removed: information] [added: information,] and report of independent registered public accounting firm are included in this Form 10-K:
Consolidated Statement of Operations for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020][added: 2021]
Consolidated Statement of Comprehensive Income [removed: (Loss)] for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020][added: 2021]
Consolidated Balance Sheet at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]
Consolidated Statement of Cash Flows for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020][added: 2021]
Consolidated Statement of Changes in Equity for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020][added: 2021]
All schedules have been omitted because they are not required, not [removed: applicable] [added: applicable,] or the information is otherwise included.
| [removed: 3(i)] [added: 3.1] | | | [removed: [Restated] [added: [Amended and Restated] Certificate of [removed: Incorporation, restated] [added: Incorporation of Raytheon Technologies Corporation, effective] as of [removed: April 26, 2022, incorporated] [added: May 3, 2023 (incorporated] by reference to Exhibit 3.1 [removed: to the Company’s] [added: of Raytheon Technologies Corporation’s] Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on [removed: April 26, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000019/certofinc.htm)] [added: May 4, 2023).](http://www.sec.gov/Archives/edgar/data/101829/000089882223000021/certofinc.htm)] | | | | | |
| [removed: 3(ii)] [added: 3.3] | | | [removed: [Bylaws as amended] [added: [Amended] and [removed: restated] [added: Restated Bylaws of RTX Corporation] effective [removed: April 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] [added: as of July 17, 2023 (incorporated] by reference to Exhibit 3.2 [removed: to the Company’s] [added: of RTX Corporation’s] Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on [removed: April 26, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000019/bylaws.htm)] [added: July 17, 2023).](http://www.sec.gov/Archives/edgar/data/101829/000119312523187728/d708798dex32.htm)] | | | | | |
[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
| 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, [removed: 2013; United] [added: 2013;](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1011.htm) [and](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1011.htm) [United] Technologies Executive Leadership Group Program, effective April 1, 2019;](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1011.htm) [removed: and] [Raytheon Technologies Corporation Executive Leadership Group Program, effective April 3, 2020, incorporated by reference to Exhibit 10.5 to the [removed: Company’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/exhibit1052020-12x3110xk.htm) | | | | | |
| 10.17 | | | [Form of Award Agreement for restricted stock unit, performance share unit and stock appreciation rights awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit [removed: 10.11)](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.htm),] [added: 10.11),] incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.htm)] | | | | | |
| 10.23 | | | [Schedule of Terms for restricted stock unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended (referred to above in Exhibit 10.22), 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, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit1042021-03x3110xq.htm)] | | | | | |
| 10.24 | | | [Schedule of Terms for stock appreciation right awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended (referred to above in Exhibit 10.22), 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, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit1062021-03x3110xq.htm)] | | | | | |
| 10.25 | | | [Schedule of Terms for performance share unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended (referred to above in Exhibit 10.22), 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, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit1052021-03x3110xq.htm)] | | | | | |
| 10.26 | | | [Schedule of Terms for stock option awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended (referred to above in Exhibit 10.22), incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit1072021-03x3110xq.htm)] | | | | | |
| 10.36 | | | [Rockwell Collins’ Master Trust, as amended, incorporated by reference to Exhibit 10-i-2 to Rockwell Collins’ Annual Report on Form 10-K (Commission file number 0001-16445) for the fiscal year ended September 30, 2007; Amendment No. 1 to Rockwell Collins’ Master Trust, as amended, incorporated by reference to Exhibit 10-i-2 to Rockwell Collins’ Annual Report on Form 10-K/A (Commission file number 0001-16445) for the fiscal year ended September 30, 2018; Amendment No. 2 to Rockwell Collins’ Master Trust, as amended; and Amendment No.3 to Rockwell Collins’ Master [removed: Trus](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000111/col_exhibitx10i2x9302018.htm)t,] [added: Trust,] as amended, incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2018.] [added: 2018.](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000111/col_exhibitx10i2x9302018.htm)] | | | | | |
| 10.48 | | | [removed: [Employment] [added: [Separation] Agreement, dated as of [removed: June 9, 2019,] [added: May 24, 2021,] between Thomas A. Kennedy and [removed: United] [added: Raytheon] Technologies Corporation, incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q [removed: (Commission file number 1-812)] for the quarterly period ended [removed: March 31, 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit10203-31x202110xq.htm)] [added: June 30, 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000051/exhibit1012021-06x3010xq.htm)] | | | | | |
| [removed: 10.49] [added: 10.66] | | | [removed: [First Amendment,] [added: [Consulting Agreement,] dated [removed: March 4, 2021, to Employment Agreement between Thomas A. Kennedy] [added: as of April 1, 2022, by] and [added: between] Raytheon Technologies Corporation [removed: (referred to above in Exhibit 10.48),] [added: and Michael R. Dumais,] incorporated by reference to Exhibit [removed: 10.3] [added: 10.6] to the Company’s Quarterly Report on Form 10-Q [added: (Commission file number 1-812)] for the quarterly period ended March 31, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000024/exhibit1032021-03x3110xq.htm)] [added: 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182922000018/exhibit1062022-03x3110xq.htm)] | | | | | |
| [removed: 10.50] [added: 10.59] | | | [removed: [Separation] [added: [Letter] Agreement, dated [removed: as of May 24, 2021, between Thomas A. Kennedy and] [added: July 23, 2015, by] Raytheon [removed: Technologies Corporation,] [added: Company and Wesley D. Kremer,] incorporated by reference to Exhibit 10.1 to [removed: the] [added: Raytheon] Company’s Quarterly Report on Form 10-Q for the [removed: quarterly period] [added: quarter] ended [removed: June 30, 2021.](http://www.sec.gov/Archives/edgar/data/101829/000010182921000051/exhibit1012021-06x3010xq.htm)] [added: March 31, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000104712219000126/rtn-03x312019xexhibit101.htm)] | | | | | |
| [removed: 10.51] [added: 10.49] | | | [Raytheon Company 2010 Stock Plan, as amended as of May 24, 2017, incorporated by reference to Exhibit 10.2 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2017.](http://www.sec.gov/Archives/edgar/data/1047122/000104712217000148/rtn-07022017xexhibit102.htm) | | | | | |
| [removed: 10.52] [added: 10.50] | | | [Raytheon Company Excess Savings Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2010 and November 1, 2013, incorporated by reference to Exhibit 10.9 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.](http://www.sec.gov/Archives/edgar/data/1047122/000104712214000013/rtn-12312013xexhibit109.htm) | | | | | |
| [removed: 10.53] [added: 10.51] | | | [Raytheon Company Excess Pension Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2009, incorporated by reference to Exhibit 10.10 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.](http://www.sec.gov/Archives/edgar/data/1047122/000104712214000013/rtn-12312013xexhibit1010.htm) | | | | | |
| [removed: 10.54] [added: 10.52] | | | [Raytheon Company Supplemental Executive Retirement Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2011, incorporated by reference to Exhibit 10.11 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.](http://www.sec.gov/Archives/edgar/data/1047122/000104712214000013/rtn-12312013xexhibit1011.htm) | | | | | |
| [removed: 10.55] [added: 10.53] | | | [Raytheon Company Deferred Compensation Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2009, January 1, 2010, May 6, 2010 and November 1, 2013, incorporated by reference to Exhibit 10.12 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.](http://www.sec.gov/Archives/edgar/data/1047122/000104712214000013/rtn-12312013xexhibit1012.htm) | | | | | |
| [removed: 10.56] [added: 10.54] | | | [Raytheon 2019 Stock Plan, incorporated by reference to Appendix A to Raytheon Company’s definitive proxy statement, filed on April 16, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000120677419001337/rtn3506261-def14a.htm#AppendixARaytheon2019StockPlan) | | | | | |
| [removed: 10.57] [added: 10.55] | | | [Form of Change in Control Severance Agreement between Raytheon Company and certain executive officers (providing for benefits in the event of a qualified termination upon a change in control of two times base salary and bonus), incorporated by reference to Exhibit 10.22 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2009.](http://www.sec.gov/Archives/edgar/data/1047122/000119312510038391/dex1022.htm) | | | | | |
| [removed: 10.58] [added: 10.56] | | | [Form of Amendment to Change in Control Severance Agreement between Raytheon Company and its executive officers, incorporated by reference to Exhibit 10.60 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2009.](http://www.sec.gov/Archives/edgar/data/1047122/000119312510038391/dex1060.htm) | | | | | |
| [removed: 10.59] [added: 10.57] | | | [Form of Change in Control Severance Agreement between Raytheon Company and certain executive officers (providing for benefits in the event of a qualified termination upon a change in control of one times base salary and bonus), incorporated by reference to Exhibit 10.4 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.](http://www.sec.gov/Archives/edgar/data/1047122/000104712216000254/rtn-04x032016xexhibit104.htm) | | | | | |
| 10.60 | | | [removed: [Letter Agreement] [added: [Amendment to Letter Agreement,] dated [removed: January] [added: March] 21, [removed: 2015] [added: 2019,] by [removed: and between] Raytheon Company and [removed: Anthony F. O’Brien,] [added: Wesley D. Kremer,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: April 3, 2016.](http://www.sec.gov/Archives/edgar/data/1047122/000104712216000254/rtn-04x032016xexhibit101.htm)] [added: March 31, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000104712219000126/rtn-03x312019xexhibit102.htm)] | | | | | |
| [removed: 10.61] [added: 10.58] | | | [removed: [Letter Agreement dated December 16, 2014 by and between Raytheon Company and Frank R. Jimenez,] [added: [Enhanced Severance Plan for Senior Leadership Team Members,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: April 3, 2016.](http://www.sec.gov/Archives/edgar/data/1047122/000104712216000254/rtn-04x032016xexhibit102.htm)] [added: June 30, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000104712219000173/rtn-06302019xexhibit101.htm)] | | | | | |
| [removed: 10.66] [added: 10.61] | | | [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) | | | | | |
| [removed: 10.67] [added: 10.62] | | | [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) | | | | | |
| [removed: 10.68] [added: 10.63] | | | [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) | | | | | |
| [removed: 10.69] [added: 10.64] | | | [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) | | | | | |
| [removed: 10.70] [added: 10.65] | | | [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 | | | [removed: [Consulting Agreement, dated as] [added: [2023 Schedule] of [removed: April 1, 2022, by and between] [added: Terms for stock option awards relating to the] Raytheon Technologies Corporation [added: 2018 Long-Term Incentive Plan, as amended] and [removed: Michael R. Dumais](http://www.sec.gov/Archives/edgar/data/101829/000010182922000018/exhibit1062022-03x3110xq.htm),] [added: restated,] incorporated by reference to Exhibit [removed: 10.6] [added: 10.4] to the Company’s Quarterly Report on Form 10-Q [removed: (Commission file number 1-812)] for the quarterly period ended March 31, [removed: 2022.] [added: 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000015/exhibit1042023-03x3110xq.htm)] | | | | | |
| [removed: 10.72] [added: 10.67] | | | [Raytheon Technologies Corporation Compensation Deferral Plan, effective as of January 1, [removed: 2023.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit10722022-12x3110xk.htm)] [added: 2023, incorporated by reference to Exhibit 10.72 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit10722022-12x3110xk.htm)] | | | | | |
| 14 | | | Code of Conduct. The [removed: RTC] [added: RTX] Code of Conduct may be accessed via [removed: RTC’s] [added: RTX’s] website at https://www.rtx.com/our-company/ethics-and-compliance. | | | | | |
| 21 | | | [Subsidiaries of [removed: Raytheon Technologies Corporation.*](https://www.sec.gov/Archives/edgar/data/101829/000010182923000009/exhibit212022-12x3110xk.htm)] [added: RTX Corporation.*](https://www.sec.gov/Archives/edgar/data/101829/000010182924000008/exhibit212023-12x3110xk.htm)] | | | | | |
| 3.2 | | | [Certificate of Amendment of Amended and Restated Certificate of Incorporation of Raytheon Technologies Corporation, effective as of July 17, 2023 (incorporated by reference to Exhibit 3.1 of RTX Corporation’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on July 17, 2023).](http://www.sec.gov/Archives/edgar/data/101829/000119312523187728/d708798dex31.htm) | | | | | |
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
| 10.68 | | | [2023 Schedule of Terms for restricted stock unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000015/exhibit1012023-03x3110xq.htm) | | | | | |
| 10.69 | | | [2023 Schedule of Terms for performance share unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000015/exhibit1022023-03x3110xq.htm) | | | | | |
| 10.70 | | | [2023 Schedule of Terms for stock appreciation right awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000015/exhibit1032023-03x3110xq.htm) | | | | | |
| 10.72 | | | [RTX Corporation Compensation Deferral Plan, as Amended and Restated, effective October 1, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000037/exhibit1012023-09x3010xq.htm) | | | | | |
| 10.73 | | | [RTX Corporation 2018 Long-Term Incentive Plan, as Amended and Restated, effective October 1, 2023, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000037/exhibit1022023-09x3010xq.htm) | | | | | |
| 10.74 | | | [RTX Corporation Board of Directors Deferred Stock Unit Plan, as Amended and Restated, effective October 1, 2023, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000037/exhibit1032023-09x3010xq.htm) | | | | | |
| 10.75 | | | [RTX Corporation Executive Annual Incentive Plan, as Amended and Restated, effective October 1, 2023, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000037/exhibit1042023-09x3010xq.htm) | | | | | |
| 10.76 | | | [RTX Corporation Executive Severance Plan, as Amended and Restated, effective October 1, 2023, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000037/exhibit1052023-09x3010xq.htm) | | | | | |
| 10.77 | | | [RTX Corporation Performance Share Unit Deferral Plan, as Amended and Restated, effective October 1, 2023, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000010182923000037/exhibit1062023-09x3010xq.htm) | | | | | |
| 10.78 | | | [Form of ASR Agreements, 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 October 25, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000114036123049417/ny20012953x1_ex10-1.htm) | | | | | |
| 10.79 | | | [Bridge Credit Agreement, dated as of October 24, 2023, among RTX Corporation, as borrower, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on October 25, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000114036123049417/ny20012953x1_ex10-2.htm) | | | | | |
| 10.80 | | | [Term Loan Credit Agreement, dated November 7, 2023, among RTX Corporation, as borrower, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, 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 November 8, 2023.](http://www.sec.gov/Archives/edgar/data/101829/000114036123052089/ny20013763x2_ex10-1.htm) | | | | | |
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
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| 97 | | | [RTX Corporation Executive Officer Clawback Policy, effective as of October 2, 2023.*](https://www.sec.gov/Archives/edgar/data/101829/000010182924000008/exhibit972023-12x3110xk.htm) | | | | | |
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| | | | | | | Page Number in Form 10-K | | |
| SCHEDULE II—Valuation and Qualifying Accounts for the three years ended December 31, 2022 | | | | | | [130](#i39b4b1b8254341fc95976a961683745b_280) | | |
| 10.62 | | | [Amendment to Letter Agreement dated January 23, 2015 by and between Raytheon Company and Frank R. Jimenez, incorporated by reference to Exhibit 10.3 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.](http://www.sec.gov/Archives/edgar/data/1047122/000104712216000254/rtn-04x032016xexhibit103.htm) | | | | | |
| 10.63 | | | [Enhanced Severance Plan for Senior Leadership Team Members, incorporated by reference to Exhibit 10.1 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000104712219000173/rtn-06302019xexhibit101.htm) | | | | | |
| 10.64 | | | [Letter Agreement, dated July 23, 2015, by Raytheon Company and Wesley D. Kremer, incorporated by reference to Exhibit 10.1 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000104712219000126/rtn-03x312019xexhibit101.htm) | | | | | |
| 10.65 | | | [Amendment to Letter Agreement, dated March 21, 2019, by Raytheon Company and Wesley D. Kremer, incorporated by reference to Exhibit 10.2 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.](http://www.sec.gov/Archives/edgar/data/1047122/000104712219000126/rtn-03x312019xexhibit102.htm) | | | | | |
An excerpt. Shown here: 40 of 47 rewritten, all 31 added and all 7 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2023 filing and the FY2022 filing.
Item 16. FORM 10-K SUMMARY
19 rewritten, 3 added, 27 removed, 53 unchanged
[Table [removed: of](#i39b4b1b8254341fc95976a961683745b_7) [Contents](#i39b4b1b8254341fc95976a961683745b_7)][added: of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)]
| | | | | | | [removed: RAYTHEON TECHNOLOGIES] [added: RTX] CORPORATION (Registrant) | | | | | |
| Dated: | | | February [removed: 6, 2023] [added: 5, 2024] | | | By: | | | /s/ NEIL G. MITCHILL, JR. | | |
| Dated: | | | February [removed: 6, 2023] [added: 5, 2024] | | | By: | | | /s/ AMY L. JOHNSON | | |
| /s/ GREGORY J. HAYES | | | | | | [removed: Chairman, President] [added: Chairman] and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ NEIL G. MITCHILL, JR. | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ AMY L. JOHNSON | | | | | | Corporate Vice President and Controller (Principal Accounting Officer) | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ TRACY A. ATKINSON * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ LEANNE G. CARET * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ BERNARD A. HARRIS, JR.* | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ GEORGE R. OLIVER * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ ROBERT K. ORTBERG * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ ELLEN M. PAWLIKOWSKI * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ DENISE L. RAMOS * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ FREDRIC G. REYNOLDS * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ BRIAN C. ROGERS * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ JAMES A. WINNEFELD, JR. * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
| /s/ ROBERT O. WORK * | | | | | | Director | | | | | | February [removed: 6, 2023] [added: 5, 2024] | | |
Date: February [removed: 6, 2023][added: 5, 2024]
[Table of](#i89d3e4a6bb514adeb38ce2977a17eaa0_7) [Contents](#i89d3e4a6bb514adeb38ce2977a17eaa0_7)
| /s/ CHRISTOPHER T. CALIO* | | | | | | Director | | | | | | February 5, 2024 | | |
| (Christopher T. Calio) | | | | | | | | | | | | | | |
| /s/ MARGARET L. O’SULLIVAN * | | | | | | Director | | | | | | February 6, 2023 | | |
| (Margaret L. O’Sullivan) | | | | | | | | | | | | | | |
| /s/ DINESH C. PALIWAL * | | | | | | Director | | | | | | February 6, 2023 | | |
| (Dinesh C. Paliwal) | | | | | | | | | | | | | | |
RAYTHEON TECHNOLOGIES CORPORATION AND SUBSIDIARIES
SCHEDULE II - Valuation and Qualifying Accounts
Three years ended December 31, 2022
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (dollars in millions) | | | | | | | | |
| Future Income Tax Benefits—Valuation allowance: | | | | | | | | |
| Balance, December 31, 2019(1) | | | | | | $ | 616 | |
| Additions charged to income tax expense | | | | | | 581 | | |
| Additions charged to goodwill, due to acquisitions | | | | | | 29 | | |
| Reductions credited to income tax expense | | | | | | (36) | | |
| Other adjustments, including the Separation of Carrier and Otis | | | | | | (433) | | |
| Balance, December 31, 2020 | | | | | | 757 | | |
| Additions charged to income tax expense | | | | | | 136 | | |
| Reductions credited to goodwill, due to acquisitions | | | | | | (19) | | |
| Reductions credited to income tax expense | | | | | | (37) | | |
| Other adjustments | | | | | | (12) | | |
| Balance, December 31, 2021 | | | | | | 825 | | |
| Additions charged to income tax expense | | | | | | 54 | | |
| Reductions credited to income tax expense | | | | | | (82) | | |
| Other adjustments | | | | | | 45 | | |
| Balance, December 31, 2022 | | | | | | $ | 842 | |
(1) Amounts prior to 2020 within this schedule include valuation allowances related to discontinued operations.