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Share Name | Share Symbol | Market | Type |
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United Technologies Corporation | NYSE:UTX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 86.01 | 0 | 01:00:00 |
Delaware
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001-00812
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06-0570975
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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870 Winter Street
Waltham, Massachusetts 02451
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(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
(781) 522-3000
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(Former name or former address, if changed since last report)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock ($1 par value)
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RTX
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New York Stock Exchange
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(CUSIP 75513E 101)
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2.150% Notes due 2030
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RTX 30
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New York Stock Exchange
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(CUSIP 75513E AB7)
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Floating Rate Notes due 2020
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RTX 20B
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New York Stock Exchange
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(CUSIP 75513E AA9)
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•
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Separation and Distribution Agreement;
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Transition Services Agreement;
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Tax Matters Agreement;
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Employee Matters Agreement; and
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Intellectual Property Agreement.
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certain assets of, or related to, the Company’s Carrier operating segment prior to the Separation, covering HVAC, refrigeration, fire and security solutions (such business, the “Carrier Business” and such assets, the “Carrier Assets,”) are retained by or
transferred to Carrier or Carrier’s subsidiaries, including:
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equity interests of Carrier’s subsidiaries as of immediately after the effective time of the Distributions;
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assets (other than cash and cash equivalents) that are included on the Carrier unaudited pro forma balance sheet as of December
31, 2019, as well as assets that are of a nature or type that would have resulted in such assets being included on a pro forma combined balance sheet of Carrier and Carrier’s subsidiaries;
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contracts (or portions thereof) that, subject to limited exceptions, solely or primarily relate to the Carrier Business;
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permits used or held for use solely or primarily in the Carrier Business;
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certain intellectual property rights and technology used or held for use in the Carrier Business;
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information solely or primarily related to the Carrier Assets, the Carrier Liabilities (as defined below), the Carrier Business or
Carrier’s subsidiaries;
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cash and cash equivalents held in bank or brokerage accounts owned exclusively by Carrier or Carrier’s subsidiaries as of the
effective time of the Distributions;
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other assets expressly allocated to Carrier or Carrier’s subsidiaries pursuant to the terms of the separation and distribution
agreement or the other agreements entered into in connection with the Separation; and
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subject to limited exceptions, other assets used or held for use solely or primarily in the Carrier Business.
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certain liabilities of, or related to, the Carrier Business (the “Carrier Liabilities”) are retained by or transferred to Carrier
or Carrier’s subsidiaries, including:
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liabilities that are included on the Carrier unaudited pro forma balance sheet as of December 31, 2019, as well as liabilities
that are of a nature or type that would have resulted in such liabilities being included on a pro forma combined balance sheet of Carrier and Carrier’s subsidiaries;
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liabilities relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts, or
circumstances to the extent related to, arising out of or resulting from the Carrier Business or the Carrier Assets;
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liabilities to the extent relating to, arising out of or resulting from the contracts, intellectual property rights, technology,
licenses, permits or financing arrangements that relate to the Carrier Business;
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liabilities arising out of litigation or other claims (including in respect of environmental or asbestos-related matters) made by third parties including directors, officers, stockholders, employees and agents
of Carrier, Otis or the Company, or any investigations, sanctions or orders, to the extent the facts underlying the applicable matter relate to, arise out of or result from the Carrier Business, the Carrier Assets or the other Carrier
Liabilities;
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other liabilities expressly allocated to Carrier or Carrier’s subsidiaries pursuant to the terms of the separation and
distribution agreement or certain other agreements entered into in connection with the Separation; and
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subject to limited exceptions, other liabilities to the extent arising out of or relating to the Carrier Business or a Carrier
Asset.
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certain assets of, or related to, the Company’s Otis operating segment prior to the Separation, covering elevator and escalator
manufacturing, installation and service businesses (such business, the “Otis Business” and such assets, the “Otis Assets,”) are
retained by or transferred to Otis or Otis’ subsidiaries, including:
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equity interests of Otis’ subsidiaries as of immediately after the effective time of the Distributions;
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assets (other than cash and cash equivalents) that are included on the Otis unaudited pro forma balance sheet as of December 31,
2019, as well as assets that are of a nature or type that would have resulted in such assets being included on a pro forma combined balance sheet of Otis and Otis’ subsidiaries;
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contracts (or portions thereof) that, subject to limited exceptions, solely or primarily relate to the Otis Business;
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permits used or held for use solely or primarily in the Otis Business;
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certain intellectual property rights and technology used or held for use in the Otis Business;
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information solely or primarily related to the Otis Assets, the Otis Liabilities (as defined below), the Otis Business or Otis’
subsidiaries;
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cash and cash equivalents held in bank or brokerage accounts owned exclusively by Otis or Otis’ subsidiaries as of the effective
time of the Distributions;
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other assets expressly allocated to Otis or Otis’ subsidiaries pursuant to the terms of the separation and distribution agreement
or the other agreements entered into in connection with the Separation; and
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subject to limited exceptions, other assets used or held for use solely or primarily in the Otis Business.
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certain liabilities of, or related to, the Otis Business (the “Otis Liabilities”) are retained by or transferred to Otis or Otis’
subsidiaries, including:
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liabilities that are included on the Otis unaudited pro forma balance sheet as of December 31, 2019, as well as liabilities that
are of a nature or type that would have resulted in such liabilities being included on a pro forma combined balance sheet of Otis and Otis’ subsidiaries;
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liabilities relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts, or
circumstances to the extent related to, arising out of or resulting from the Otis Business or the Otis Assets;
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liabilities to the extent relating to, arising out of or resulting from the contracts, intellectual property rights, technology,
licenses, permits or financing arrangements that relate to the Otis Business;
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liabilities arising out of litigation or other claims (including in respect of environmental or asbestos-related matters) made by
third parties, including directors, officers, stockholders, employees and agents of Carrier, Otis or the Company, or any investigations, sanctions or orders, to the extent the facts underlying the applicable matter relate to, arise out of
or result from the Otis Business, the Otis Assets or the other Otis Liabilities;
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other liabilities expressly allocated to Otis or Otis’ subsidiaries pursuant to the terms of the separation and distribution
agreement or certain other agreements entered into in connection with the Separation; and
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subject to limited exceptions, other liabilities to the extent arising out of or relating to the Otis Business or an Otis Asset.
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all assets other than the Carrier Assets and the Otis Assets (the “Company Assets”) are retained by or transferred to the Company
or the Company’s subsidiaries, including:
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assets expressly allocated to Company or the Company’s subsidiaries pursuant to the terms of the separation and distribution agreement or the other agreements entered into in connection with the Separation;
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intellectual property rights and technology used or held for use in the Company’s Pratt & Whitney operating segment prior to the Separation, which supplies aircraft engines and aftermarket services for the commercial, military, business jet and general
aviation markets, and its Collins Aerospace Systems segment prior to the Separation, which provides technologically advanced aerospace products and aftermarket service solutions for aircraft manufacturers, airlines, regional, business and
general aviation markets, military, space and undersea operations (the “Company Business”);
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permits used or held for use solely or primarily in the Company Business;
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information not solely or primarily related to the Carrier Assets, the Carrier Liabilities, the Carrier Business, Carrier’s
subsidiaries, the Otis Assets, the Otis Liabilities, the Otis Business or Otis’ subsidiaries; and
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cash and cash equivalents not held in bank or brokerage accounts owned exclusively by Carrier, Otis or their respective
subsidiaries as of the effective time.
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all liabilities other than the Carrier Liabilities and the Otis Liabilities (the “Company Liabilities”) are retained by or
transferred to the Company or the Company’s subsidiaries, including:
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liabilities relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or
circumstances occurring or existing prior to the effective time of the Distributions, of the Company or the Company’s subsidiaries, in each case that are not Carrier Liabilities or Otis Liabilities;
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liabilities arising out of litigation or other claims (including in respect of environmental or asbestos-related matters) made by
third parties, including directors, officers, stockholders, employees and agents of Carrier, Otis or the Company, or any investigations, sanctions or orders, to the extent the facts underlying the applicable matter relate to, arise out of
or result from the Company Business, the Company Assets or the other Company Liabilities; and
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other liabilities expressly allocated to the Company or the Company’s subsidiaries pursuant to the terms of the separation and
distribution agreement or certain other agreements entered into in connection with the Separation.
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the Carrier Liabilities;
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Carrier’s failure or the failure of any other person to pay, perform or otherwise promptly discharge any of the Carrier Liabilities, in accordance with their respective terms, whether prior to, at or after the
Distributions;
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except to the extent relating to a Company Liability or an Otis Liability, any guarantee, indemnification or contribution
obligation for the benefit of Carrier by the Company or Otis that survives the Distributions;
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any breach by Carrier of the separation and distribution agreement or any of the ancillary agreements; and
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any untrue statement or alleged untrue statement or omission or alleged omission of material fact with respect to (1) all information contained in Carrier’s Form 10, including the Information Statement of
Carrier, dated March 16, 2020, or certain other Carrier disclosure documents other than information relating to Otis or its business, assets or liabilities or the Otis distribution, or statements made explicitly in the Company’s name, and
(2) all information in respect of Carrier or its business, assets or liabilities or the Carrier distribution in any Company disclosure document in respect of a reporting period beginning prior to the completion of the Distributions, or in
Otis’ Form 10, including the Information Statement of Otis, dated March 16, 2020, or certain other Otis disclosure documents.
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the Otis Liabilities;
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Otis’ failure or the failure of any other person to pay, perform or otherwise promptly discharge any of the Otis Liabilities, in
accordance with their respective terms, whether prior to, at or after the Distributions;
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except to the extent relating to a Company Liability or a Carrier Liability, any guarantee, indemnification or contribution
obligation for the benefit of Otis by the Company or Carrier that survives the Distributions;
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any breach by Otis of the separation and distribution agreement or any of the ancillary agreements; and
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any untrue statement or alleged untrue statement or omission or alleged omission of material fact with respect to (1) all
information contained in Otis’ Form 10, including the Information Statement of Otis, dated March 16, 2020, or certain other Otis disclosure documents other than information relating to Carrier or its business, assets or liabilities or the
Carrier distribution, or statements made explicitly in the Company’s name, and (2) all information in respect of Otis or its business, assets or liabilities or the Otis distribution in any Company disclosure document in respect of a
reporting period beginning prior to the completion of the Distributions, or in Carrier’s Form 10, including the Information Statement of Carrier, dated March 16, 2020, or certain other Carrier disclosure documents.
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the Company Liabilities;
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the failure of the Company or any other person to pay, perform or otherwise promptly discharge any of the Company Liabilities in
accordance with their respective terms whether prior to, at or after the Distributions;
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except to the extent relating to an Otis Liability or a Carrier Liability, any guarantee, indemnification or contribution
obligation for the benefit of the Company by Otis or Carrier, as applicable, that survives the Distributions;
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any breach by the Company of the separation and distribution agreement or any of the ancillary agreements; and
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any untrue statement or alleged untrue statement or omission or alleged omission of material fact with respect to (1) statements
made explicitly in the Company’s name in Carrier’s Form 10, including the Information Statement of Carrier, dated March 16, 2020 and Otis’ Form 10, including the Information Statement of Otis, dated March 16, 2020, or certain other Carrier
disclosure documents or Otis disclosure documents and (2) statements in any Company disclosure document other than information in respect of Carrier or Otis or their respective businesses, assets or liabilities or the Distributions, made in
any Company disclosure document in respect of a reporting period beginning prior to the Distributions.
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Separation and Distribution Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier
Global Corporation
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Agreement and Plan of Merger, dated as of June 9, 2019, by and among United Technologies Corporation, Light Merger Sub Corp. and Raytheon Company
(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 10, 2019)
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Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 9, 2020, by and among United Technologies Corporation, Light Merger Sub Corp.
and Raytheon Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 13, 2020)
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Certificate of Amendment of Restated Certificate of Incorporation of United Technologies Corporation
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Restated Certificate of Incorporation of Raytheon Technologies Corporation
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Amended and Restated Bylaws of Raytheon Technologies Corporation
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Transition Services Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global
Corporation
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Tax Matters Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global
Corporation
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Employee Matters Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global
Corporation
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Intellectual Property Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier
Global Corporation
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Consent of PricewaterhouseCoopers LLP
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Audited consolidated financial statements (and notes thereto) of Raytheon Company for the years ended December 31, 2019, 2018 and 2017
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Unaudited pro forma combined financial information as of December 31, 2019 and for the years ended December 31, 2019, 2018 and 2017
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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RAYTHEON TECHNOLOGIES CORPORATION
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Date: April 8, 2020
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By:
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/s/ Anthony F. O’Brien
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Name: Anthony F. O’Brien
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Title: Executive Vice President and Chief Financial Officer
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