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Item 9A. Controls and Procedures

2023-02-07 compared with 2022-02-11 · 51 added, 51 removed, 270 unchanged (27% of the section changed)

CONTROLS AND PROCEDURES

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 President and Chief Executive Officer (CEO), the Executive Vice President and Chief Financial Officer (CFO) and the Corporate Vice President and Controller (Controller), of the effectiveness of the design and operation of our disclosure controls and procedures.

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 Chairman, President and Chief Executive Officer (CEO), the Executive Vice President and Chief Financial Officer (CFO) and the Corporate Vice President and Controller (Controller), of the effectiveness of the design and operation of our disclosure controls and procedures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

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The following persons are executive officers of Raytheon Technologies Corporation:

Name Title Other Business Experience Since 1/1/2017 Age as of

Roy Azevedo President, Raytheon Intelligence & Space (since April 2020)

Vice President of Raytheon Company and President of its Space and Airborne Systems (SAS) business unit;

Vice President and General Manager of the Intelligence, Surveillance and Reconnaissance Systems product line within SAS;

Vice President and General Manager of the Secure Sensor Solutions product line within SAS 61

Name Title Other Business Experience Since 1/1/2018

Christopher T.

Calio President, Pratt & Whitney (since January 2020) President, Commercial Engines, Pratt & Whitney;

Calio Chief Operating Officer, (since March 2022) President, Pratt & Whitney;

President, Commercial Engines, Pratt & Whitney;

Executive Assistant to the Chairman & CEO, United Technologies Corporation 49

DaSilva Corporate Vice President, Treasurer, Raytheon Technologies Corporation (since April 2020) Vice President and Treasurer, Raytheon Company 59

Dumais Executive Vice President, Chief Transformation Officer, Raytheon Technologies Corporation (since January 2021)

Executive Vice President, Corporate Strategy & Development, United Technologies Corporation;

Executive Vice President, Operations & Strategy, United Technologies Corporation;

Eddy President, Pratt & Whitney (since March 2022) Chief Operations Officer, Pratt & Whitney;

Senior Vice President, Operations, Pratt & Whitney

Hayes Chairman (since June 2021) President and Chief Executive Officer, Raytheon Technologies Corporation (since November 2014) President, Chief Executive Officer and Director, Raytheon Technologies Corporation;

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President, Integrated Defense Systems, Raytheon Company 58

Mitchill, Jr.

Executive Vice President and Chief Financial Officer, Raytheon Technologies Corporation (since April 2021) Corporate Vice President, Financial Planning & Analysis & Investor Relations, Raytheon Technologies Corporation;

Acting Senior Vice President & Chief Financial Officer, United Technologies Corporation;

Corporate Vice President, FP&A and Investor Relations, United Technologies Corporation;

Vice President & Chief Financial Officer, Pratt & Whitney 46

Name Title Other Business Experience Since 1/1/2017 Age as of

Ramsaran Maharajh, Jr.

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Vice President & General Counsel, Pratt & Whitney

Timm President, Collins Aerospace Systems (since February 2020) President, Avionics, Collins Aerospace Systems;

Vice President and General Manager, Avionics, Collins Aerospace Systems;

Mitchill, Jr.

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 47

Timm President, Collins Aerospace (since February 2020) President, Avionics, Collins Aerospace;

Vice President and General Manager, Avionics, Collins Aerospace;

Vice President and General Manager, Avionics, Rockwell Collins, Inc.;

Vice President & General Manager, Air Transport Systems, Rockwell Collins, Inc.

Name Title Other Business Experience Since 1/1/2018

Williams Executive Vice President & Chief Human Resources Officer, Raytheon Technologies Corporation (since June 2020) Vice President, Human Resources, Pratt & Whitney Commercial Engines 48

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Amendments to the code of conduct and any grant of a waiver from a provision of the code requiring disclosure under applicable Securities and Exchange Commission (SEC) rules will be disclosed on our website.

Our Corporate Governance Guidelines and the charters of our Board of Directors’ Audit Committee, Finance Committee, Committee on Governance and Public Policy, Human Capital and Compensation Committee and Special Activities Committee are available on our website at https://www.rtx.com/Our-Company/corporate-governance.

These materials may also be requested in print free of charge by writing to our Investor Relations Department at Raytheon Technologies Corporation, 870 Winter Street, Investor Relations, Waltham, MA 02451.

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 Committee and Special Activities Committee are available on our website at https://www.rtx.com/Our-Company/corporate-governance.

These materials may also be requested in print free of charge by writing to our Investor Relations Department at Raytheon Technologies Corporation, 1000 Wilson Blvd., Arlington, VA 22209.

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the 2022 Annual Meeting of Shareowners titled “Executive Compensation,” “Compensation of Directors” and “Report of the Compensation Committee.”

The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the 2023 Annual Meeting of Shareowners titled “Executive Compensation,” “Compensation of Directors” and “Report of the Human Capital & Compensation Committee.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Equity compensation plans not approved by shareowners 408,884 (2)

(1) Consists of 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:

(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 RSU awards;

(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 December 31, 2021 of $86.06.

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).

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(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 Plan in an amount equal to 4.03 times the number of shares subject to the awards.

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.

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(2) List of financial statement schedules:

Page Number in

Page Number in Form 10-K

SCHEDULE II—Valuation and Qualifying Accounts for the three years ended December 31, 2022

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2.1 Separation and Distribution Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April 8, 2020).

3(i) Restated Certificate of Incorporation, restated as of April 3, 2020, incorporated by reference to Exhibit 3.1(b) to the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April 8, 2020.

3(i) Restated Certificate of Incorporation, restated as of April 26, 2022, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April 26, 2022.

3(ii) Bylaws as amended and restated effective April 2 5 , 2022, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April 26, 2022.

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United Technologies Executive Leadership Group Program, effective April 1, 2019;

and Raytheon Technologies Corporation Executive Leadership Group Program, effective April 3, 2020 , incorporated by reference to Exhibit 10.5 to the Company ’ s Annual Report on Form 10-K (Commission file number 1-812) for the fis cal year ended December 31, 2020.

and Raytheon Technologies Corporation Executive Leadership Group Program, effective April 3, 2020, incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2020.

10.6 Schedule of Terms for Restricted Share Unit Retention Awards relating to the United Technologies Corporation Executive Leadership Group Program (referred to above in Exhibit 10.6), incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended September 30, 2013;

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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 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, 2016.

10.18 United Technologies Corporation LTIP Performance Share Unit Deferral Plan, relating to the Long-Term Incentive Plan (referred to above in Exhibit 10.11) as amended and restated, effective January 1, 2020 , incorporated by reference to Exhibit 10.18 to the Company ’ s Annual Report on Form 10-K (Commission fil e number 1-812) for the fiscal year ended December 31, 2020.

10.18 United Technologies Corporation LTIP Performance Share Unit Deferral Plan, relating to the Long-Term Incentive Plan (referred to above in Exhibit 10.11) as amended and restated, effective January 1, 2020, 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, 2020.

10.19 United Technologies Corporation International Deferred Compensation Replacement Plan, effective January 1, 2005, incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2008.

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10.21 United Technologies Corporation Savings Restoration Plan executed July 16, 2018 (amended and restated as of January 1, 2011), 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 June 30, 2018.

10.22 Raytheon Technologies Corporation 201 8 Long-Term Incen tive Plan, inco rporated by reference to Exhi bit 10.1 of the Company ’ s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on May 3, 2018, as amended by Amendment No.

1, e ffective as of December 6, 2020, incorporated by reference to Exhib it 10.22 to the Company ’ s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2020.

4 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 3 1 , 202 1 .

6 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 3 1 , 202 1 .

5 to the Company’s Quarterly Report on Form 10- Q (Commission file number 1-812) for the quarterly period ended March 31, 20 21 .

10.26 S chedule of Terms for stock option awards relating to the Raytheon Technologies Corporation 201 8 Long-Term Incentive Plan, as amended (referred to above in Exhibit 10.22) , incorporated by reference to Exhibit 10.7 t o the Company ’ s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2021.

10.22 Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, 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 May 3, 2018, as amended by Amendment No.

1, effective as of December 6, 2020, incorporated by reference to 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, 2020.

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, 2021.

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, 2021.

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, 2021.

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, 2021.

10.27 Rockwell Collins’ 2015 Long-Term Incentives Plan, incorporated by reference to Appendix B to Rockwell Collins’ Notice and Proxy Statement (Commission file number 0001-16445) dated December 17, 2014.

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Hayes, incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on June 10, 2019.

10.40 First Amendment, dated March 4, 2021, to Employment Agreement (ref e r r ed to above in Exhibit 10.38) between Gregory J.

10.40 First Amendment, dated March 4, 2021, to Employment Agreement (referred to above in Exhibit 10.38) between Gregory J.

Hayes and Raytheon Technologies Corporation, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on March 5, 2021.

10.41 United Technologies Corporation Merger Severance Plan for Corporate Office Executives and Other Key Employees, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, 2019.

10.42 Amendment dated February 3, 2020, to the terms of certain awards granted under the Company’s Long Term Incentive Plans ( referred to above in Exhibit s 10.11 and 10.22 ) , by and between United Technologies Corporation and Judy Marks incorporated by reference to Exhibit 10.40 of the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2019.

10.42 Amendment dated February 3, 2020, to the terms of certain awards granted under the Company’s Long Term Incentive Plans (referred to above in Exhibits 10.11 and 10.22), by and between United Technologies Corporation and Judy Marks incorporated by reference to Exhibit 10.40 of the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2019.

10.43 Transition Services Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April 8, 2020).

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Kennedy and Raytheon Technologies Corporation (referred to above in Exhibit 10.48), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021.

10.50 S eparation Agreement, dated as of May 24, 2021, between Thomas A .

10.50 Separation Agreement, dated as of May 24, 2021, between Thomas A.

Kennedy and Raytheon Technologies Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021.

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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.

10.66 Schedule of Terms for restricted stock unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated (referred to in Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2021), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.

10.67 Schedule of Terms for performance share unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated (referred to in Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2021), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.

10.68 Schedule of Terms for stock appreciation right awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated (referred to in Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2021), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.

10.69 Schedule of Terms for stock option awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated (referred to in Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2021), incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.

10.70 Raytheon Technologies Corporation Executive Severance Plan, effective April 4, 2022, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.

10.71 Consulting Agreement, dated as of April 1, 2022, by and between Raytheon Technologies Corporation and Michael R.

Dumais , incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2022.

10.72 Raytheon Technologies Corporation Compensation Deferral Plan, effective as of January 1, 2023.*

14 Code of Conduct.

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24 Powers of Attorney of Tracy A.

Atkinson, Bernard A.

Harris , Jr., Marshall O.

Larsen, George R.

Atkinson, Leanne G.

Caret, Bernard A.

Harris, Jr., George R.

Oliver, Robert K.

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ATKINSON * Director February 6, 2023

/s/ LEANNE G.

CARET * Director February 6, 2023

/s/ BERNARD A.

HARRIS, JR.* Director February 6, 2023

/s/ MARSHALL O.

LARSEN * Director February 11, 2022

/s/ GEORGE R.

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Three years ended December 31, 2022

(Millions of Dollars)

(dollars in millions)

Future Income Tax Benefits—Valuation allowance:

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Reductions credited to income tax expense (36)

Other adjustments (93)

Other adjustments, including the Separation of Carrier and Otis (433)

Balance, December 31, 2020

Additions charged to income tax expense 136

Additions charged to goodwill, due to acquisitions 29

Reductions credited to goodwill, due to acquisitions (19)

Reductions credited to income tax expense (37)

Other adjustments, including the Separation of Carrier and Otis (433)

Other adjustments (12)

Balance, December 31, 2021

Additions charged to income tax expense 54

Reductions credited to goodwill, due to acquisitions (19)

Reductions credited to income tax expense (82)

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures