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Cover and table of contents

10-K 1 a2018-12x31form10xk.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018

Commission file number 1-812

UNITED TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE06-0570975
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
10 Farm Springs Road, Farmington, Connecticut06032
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (860) 728-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered
Common Stock ($1 par value)New York Stock Exchange
(CUSIP 913017 10 9)
1.125% Notes due 2021New York Stock Exchange
(CUSIP 913017 CD9)
1.250% Notes due 2023New York Stock Exchange
(CUSIP U91301 AD0)
1.150% Notes due 2024New York Stock Exchange
(CUSIP 913017 CU1)
1.875% Notes due 2026New York Stock Exchange
(CUSIP 913017 CE7)
2.150% Notes due 2030New York Stock Exchange
(CUSIP 913017 CV9)
Floating Rate Notes due 2019New York Stock Exchange
(CUSIP 913017 CS6)
Floating Rate Notes due 2020New York Stock Exchange
(CUSIP 913017 CT4)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ý No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filerýAccelerated filer¨
Non-accelerated filer¨Smaller reporting company¨
Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No ý

The aggregate market value of the voting Common Stock held by non-affiliates at June 30, 2018 was approximately $99,985,852,722, based on the New York Stock Exchange closing price for such shares on that date. For purposes of this calculation, the Registrant has assumed that its directors and executive officers are affiliates.

At January 31, 2019, there were 861,748,797 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II and IV hereof incorporate by reference portions of the United Technologies Corporation 2018 Annual Report to Shareowners. Part III hereof incorporates by reference portions of the United Technologies Corporation Proxy Statement for the 2019 Annual Meeting of Shareowners.

UNITED TECHNOLOGIES CORPORATION

AND SUBSIDIARIES

Index to Annual Report

on Form 10-K for

Year Ended December 31, 2018

Page
PART I
Item 1. Business:3
Cautionary Note Concerning Factors That May Affect Future Results10
Item 1A. Risk Factors11
Item 1B. Unresolved Staff Comments21
Item 2. Properties21
Item 3. Legal Proceedings21
Item 4. Mine Safety Disclosures22
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities22
Item 6. Selected Financial Data22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk23
Item 8. Financial Statements and Supplementary Data23
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure23
Item 9A. Controls and Procedures23
PART III
Item 10. Directors, Executive Officers and Corporate Governance24
Item 11. Executive Compensation25
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters25
Item 13. Certain Relationships and Related Transactions, and Director Independence25
Item 14. Principal Accounting Fees and Services25
PART IV
Item 15. Exhibits and Financial Statement Schedule26
SIGNATURES31

UNITED TECHNOLOGIES CORPORATION

Annual Report on Form 10-K for

Year Ended December 31, 2018

Whenever reference is made in this Form 10-K to specific sections of United Technologies Corporation’s 2018 Annual Report to Shareowners (2018 Annual Report), those sections are incorporated herein by reference and are included in Exhibit 13 to this Form 10-K. United Technologies Corporation and its subsidiaries’ names, abbreviations thereof, logos, and product and service designators are all either the registered or unregistered trademarks or tradenames of United Technologies Corporation and its subsidiaries. Names, abbreviations of names, logos, and product and service designators of other companies are either the registered or unregistered trademarks or tradenames of their respective owners. As used herein, the terms "we," "us," "our," "the Company," or "UTC," unless the context otherwise requires, mean United Technologies Corporation and its subsidiaries. References to internet websites in this Form 10-K are provided for convenience only. Information available through these websites is not incorporated by reference into this Form 10-K.

PART I

Next: Item 1. Business