Item 1.01. Entry into a Material Definitive Agreement.

On April 2, 2020, in connection with the Separation and the Distributions (each as defined below), United Technologies Corporation (since renamed Raytheon Technologies Corporation, as described below in Item 2.01 of this Current Report on Form 8-K) (the "Company"), entered into several agreements with Carrier Global Corporation ("Carrier") and Otis Worldwide Corporation ("Otis") that govern the relationship of the parties following the Distributions, including the following:

• Separation and Distribution Agreement;

• Transition Services Agreement;





• Tax Matters Agreement;

• Employee Matters Agreement; and

• Intellectual Property Agreement.

Separation and Distribution Agreement

Transfer of Assets and Assumption of Liabilities

The separation and distribution agreement identifies the assets transferred, the liabilities assumed and the contracts transferred to each of Carrier, Otis and the Company as part of the Separation, and provides for when and how these transfers and assumptions occurred. In particular, the separation and distribution agreement provides that, among other things, subject to the terms and conditions contained therein:



    •   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:

        •   equity interests of Carrier's subsidiaries as of immediately after
            the effective time of the Distributions;

        •   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;

        •   contracts (or portions thereof) that, subject to limited exceptions,
            solely or primarily relate to the Carrier Business;

        •   permits used or held for use solely or primarily in the Carrier
            Business;

        •   certain intellectual property rights and technology used or held for
            use in the Carrier Business;

        •   information solely or primarily related to the Carrier Assets, the
            Carrier Liabilities (as defined below), the Carrier Business or
            Carrier's subsidiaries;

        •   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;

        •   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.

• certain liabilities of, or related to, the Carrier Business (the "Carrier


        Liabilities") are retained by or transferred to Carrier or Carrier's
        subsidiaries, including:

        •   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;

        •   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;

        •   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;

        •   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;

        •   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

        •   subject to limited exceptions, other liabilities to the extent
            arising out of or relating to the Carrier Business or a Carrier
            Asset.

• 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:

        •   equity interests of Otis' subsidiaries as of immediately after the
. . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

Completion of the Separation and the Distributions

On April 3, 2020, the Company completed the previously announced separation of its business into three independent, publicly traded companies - the Company, Carrier and Otis (the "Separation"). The Separation was effected by the distributions (the "Distributions") of all of the outstanding shares of Carrier common stock and all of the outstanding shares of Otis common stock to the Company's shareowners who held shares of the Company's common stock as of the close of business on March 19, 2020 (the "Record Date"). The Company's shareowners of record as of the Record Date received one share of Carrier common stock for each share of the Company's common stock held as of the Record Date and one-half share of Otis common stock for each share of the Company's common stock held as of the Record Date. The Company did not issue fractional shares of Carrier common stock or Otis common stock in the Distributions. Instead, each shareowner otherwise entitled to receive a fractional share of Carrier common stock and/or a fractional share of Otis common stock will receive cash in lieu of fractional shares.

The Company distributed approximately 866,158,910 shares of common stock of Carrier and approximately 433,079,455 shares of common stock of Otis in the Distributions. As a result of the Distributions, Carrier is now an independent public company trading under the symbol "CARR" on the New York Stock Exchange and Otis is now an independent public company trading under the symbol "OTIS" also on the New York Stock Exchange.

Completion of the Merger

On April 3, 2020, following the completion of the Distributions and pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of June 9, 2019, as amended by Amendment No. 1 (the "Amendment"), dated as of March 9, 2020 (the "Merger Agreement"), by and among the Company, Light Merger Sub Corp, a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Raytheon Company, a Delaware corporation ("Raytheon"), Merger Sub merged with and into Raytheon (the "Merger"), with Raytheon surviving the Merger as a wholly owned subsidiary of the Company. At the effective time of the Merger (the "Merger Effective Time"), the Company changed its name to Raytheon Technologies Corporation and its ticker symbol to "RTX" and continues to trade on the New York Stock Exchange.

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On the terms and subject to the conditions set forth in the Merger Agreement, at the Merger Effective Time, each issued and outstanding share of Raytheon common stock, par value $0.01 per share ("Raytheon Common Stock"), (other than shares held by Raytheon as treasury stock) was converted into the right to receive 2.3348 (the "Exchange Ratio") fully paid and nonassessable shares of Company common stock, par value $1.00 per share ("Company Common Stock"), plus, if applicable, cash in lieu of fractional shares of Company Common Stock.

As of the Merger Effective Time, each outstanding award of unvested restricted shares of Raytheon Common Stock (each, a "Raytheon Restricted Stock Award") was automatically, and without any action on the part of the holder thereof, treated as follows: (1) if such Raytheon Restricted Stock Award became vested at the Merger Effective Time pursuant to its terms, such Raytheon Restricted Stock Award was converted into the right to receive a number of shares of Company Common Stock equal to the product of (a) the number of shares of Raytheon Common Stock subject to such Raytheon Restricted Stock Award immediately prior to the Merger Effective Time and (b) the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the terms and conditions set forth in the Merger Agreement), less applicable tax withholding; or (2) if such Raytheon Restricted Stock Award did not become vested at the Merger Effective Time pursuant to its terms, such Raytheon Restricted Stock Award was converted into an award of unvested restricted shares of Company Common Stock with the same terms and conditions that applied to such Raytheon Restricted Stock Award immediately prior to the Merger Effective Time, relating to a number of shares of Company Common Stock equal to the product, rounded to the nearest whole number of shares, of (a) the number of shares of Raytheon Common Stock subject to such Raytheon Restricted Stock Award immediately prior to the Merger Effective Time and (b) the Exchange Ratio.

As of the Merger Effective Time, each outstanding award of time-based vesting restricted stock units relating to Raytheon Common Stock (each, a "Raytheon RSU Award") was automatically, and without any action on the part of the holder thereof, treated as follows: (1) if such Raytheon RSU Award became vested at the Merger Effective Time pursuant to its terms, such Raytheon RSU Award was cancelled and converted into the right to receive a number of shares of Company Common Stock equal to the product of (a) the number of shares of Raytheon Common Stock subject to such Raytheon RSU Award immediately prior to the Merger Effective Time and (b) the Exchange Ratio (plus a cash payment in respect of any fractional shares in accordance with the terms and conditions set forth in the Merger Agreement), less applicable tax withholding; or (2) if such Raytheon RSU Award did not become vested at the Merger Effective Time pursuant to its terms, such Raytheon RSU Award was converted into an award of Company restricted stock units with the same terms and conditions that applied to such Raytheon RSU Award immediately prior to the Merger Effective Time, relating to a number of shares of Company Common Stock equal to the product, rounded to the nearest whole . . .

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignations of Officers

In connection with the Separation and the Distributions and effective as of immediately prior to the Separation, as previously reported, David L. Gitlin, former President and Chief Operating Officer of Collins Aerospace, and Judith F. Marks, former President of Otis, resigned from their respective positions with the Company. Mr. Gitlin became President and Chief Executive Officer of Carrier and Ms. Marks became President and Chief Executive Officer of Otis.

In connection with the Merger and effective as of immediately prior to the Merger Effective Time, Neil G. Mitchill, former Acting Chief Financial Officer of the Company and Robert J. Bailey, former Controller of the Company, resigned from their respective positions with the Company. Both Messrs. Mitchill and Bailey remain employees of the Company.

Appointment of Officers

In connection with the Merger and effective as of immediately prior to the Merger Effective Time, Anthony F. O'Brien became Chief Financial Officer of the Company and Michael J. Wood became Controller of the Company. Mr. O'Brien, 55, served as Raytheon's Vice President and Chief Financial Officer from March 2015 to April 2020. From March 2008 to March 2015, Mr. O'Brien was Vice President and Chief Financial Officer of Raytheon's Integrated Defense Systems (IDS) business unit. Mr. O'Brien joined Raytheon in 1986 and held numerous finance positions of increasing responsibility with Raytheon over the course of his 33-year career, including Vice President of Finance, the senior finance executive responsible for Raytheon Airline Aviation Services and Raytheon's international landed companies, and Chief Financial Officer for Raytheon Aircraft Company. Mr. Wood, 52, served as Raytheon's Vice President, Controller and Chief Accounting Officer from October 2006 to April 2020. Prior to joining Raytheon, Mr. Wood held positions of increasing responsibility over a 16-year career at KPMG LLP, an accounting firm, including as an Audit Partner serving various aerospace and defense clients.

Resignations of Directors

In connection with the Separation and the Distributions, as previously reported, Messrs. Christopher L. Kearney and Harold W. McGraw III resigned as directors of the Company to serve on the Board of Directors of Otis, and Messrs. John V. Faraci and Jean-Pierre Garnier resigned as directors of the Company to serve on the Board of Directors of Carrier, in each case effective as of immediately prior to the Separation.

In connection with the Merger and effective as of immediately prior to the Merger Effective Time, as previously reported, Mrs. Ellen J. Kullman and Ms. Diane M. Bryant resigned as directors of the Company, in connection with the assumption by each of them of chief executive officer positions at outside companies.

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Appointment of Directors

In connection with the Merger and effective as of immediately prior to the Merger Effective Time, as previously reported, Messrs. Thomas A. Kennedy, George R. Oliver, Robert (Kelly) Ortberg, Dinesh C. Paliwal, James A. Winnefeld, Jr. and Robert O. Work and Mmes. Tracy A. Atkinson and Ellen M. Pawlikowski became directors of the Company. Mr. Kennedy became Executive Chairman and a member of the Finance and Special Activities Committees. Mr. Oliver became a member of the Governance and Public Policy and Finance Committees. Mr. Ortberg became a member of the Finance and Special Activities Committees. Mr. Paliwal became Lead Director and a member of the Governance and Public Policy and Compensation Committees. Mr. Winnefeld became Chair of the Special Activities Committee and a member of the Compensation and Finance Committees. Mr. Work became Chair of the Governance and Public Policy Committee and a member of the Audit and Special Activities Committees. Ms. Atkinson became Chair of the Compensation Committee and a member of the Audit and Finance Committees. Ms. Pawlikowski became a member of the Audit and Special Activities Committees.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 3, 2020, in connection with the consummation of the Merger and in accordance with the Merger Agreement, the Company filed a Certificate of Amendment for the purpose of amending its Restated Certificate of Incorporation to change the name of the Company from United Technologies Corporation to Raytheon Technologies Corporation (the "Name Change Amendment"), effective April 3, 2020, as well as a Restated Certificate of Incorporation (the "Restated Certificate"), effective April 3, 2020. The foregoing descriptions of the Name Change Amendment and the Restated Certificate are not complete and are subject to, and qualified in their entirety by reference to, the full text of the Name Change Amendment and the Restated Certificate, which are attached hereto as Exhibit 3.1(a) and Exhibit 3.1(b), respectively, and are incorporated herein by reference.

Effective April 3, 2020, in connection with the consummation of the Merger and in accordance with the Merger Agreement, the Bylaws of the Company were amended and restated to reflect certain governance matters and the change of the name of the Company from United Technologies Corporation to Raytheon Technologies Corporation (the "Amended and Restated Bylaws"). The changes to the bylaws of the Company reflected in the Amended and Restated Bylaws include governance changes that have been previously described in the section of the Joint Proxy Statement/Prospectus entitled "The Merger - Governance of the Combined Company," and in Item 1.01 of the Company's Current Report on Form 8-K filed on March 13, 2020, which descriptions are incorporated herein by reference. The foregoing description of the Amended and Restated Bylaws is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of a Business Acquired.

The audited consolidated financial statements of Raytheon for the fiscal years ended December 31, 2019, 2018 and 2017, which Raytheon has previously filed with the SEC, are attached hereto as Exhibit 99.1 and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial information reflecting the Separation, the Distributions and the Merger, including the unaudited pro forma combined balance sheet as of December 31, 2019 and the unaudited pro forma combined statement of operations for the years ended December 31, 2019, 2018 and 2017, are attached hereto as Exhibit 99.2 and incorporated herein by reference.

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(d) Exhibits.



  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
  2.2         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)
  2.3         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)
  3.1(a)      Certificate of Amendment of Restated Certificate of Incorporation of
              United Technologies Corporation
  3.1(b)      Restated Certificate of Incorporation of Raytheon Technologies
              Corporation
  3.2         Amended and Restated Bylaws of Raytheon Technologies Corporation
  10.1        Transition Services Agreement, dated as of April 2, 2020, by and among
              United Technologies Corporation, Otis Worldwide Corporation and Carrier
              Global Corporation
  10.2        Tax Matters Agreement, dated as of April 2, 2020, by and among United
              Technologies Corporation, Otis Worldwide Corporation and Carrier Global
              Corporation
  10.3        Employee Matters Agreement, dated as of April 2, 2020, by and among
              United Technologies Corporation, Otis Worldwide Corporation and Carrier
              Global Corporation
  10.4        Intellectual Property Agreement, dated as of April 2, 2020, by and among
              United Technologies Corporation, Otis Worldwide Corporation and Carrier
              Global Corporation
  23.1        Consent of PricewaterhouseCoopers LLP
  99.1        Audited consolidated financial statements (and notes thereto) of
              Raytheon Company for the years ended December 31, 2019, 2018 and 2017
  99.2        Unaudited pro forma combined financial information as of December 31,
              2019 and for the years ended December 31, 2019, 2018 and 2017
104           Cover Page Interactive Data File - the cover page XBRL tags are embedded
              within the Inline XBRL document

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