RTX (RTX) 10-K risk factor changes: FY2018 vs FY2017

Tightening of credit in financial markets could adversely affect the ability of our customers and suppliers to obtain financing for significant purchases and [removed: operations and] [added: operations,] could result in a decrease in or cancellation of orders for our products and [removed: services as well as] [added: services, and] impact the ability of our customers to make payments.

Our global business is also adversely affected by decreases in the general level of economic activity, such as decreases in business and consumer [removed: spending, air travel, construction activity, the financial strength of airlines and business jet operators, and government procurement.]

The results of our commercial and industrial businesses, which generated approximately [removed: 50] [added: 47] percent of our consolidated sales in [removed: 2017,] [added: 2018,] are influenced by a number of external factors including fluctuations in residential and commercial construction activity, regulatory changes, interest rates, labor costs, foreign currency exchange rates, customer attrition, raw material and energy costs, global credit market conditions, and other global and political [removed: factors.][added: factors, including trade policies.]

[removed: For example, a] [added: A] slowdown in building and remodeling activity can adversely affect the financial performance of Otis and [removed: UTC Climate, Controls & Security.][added: Carrier.]

In addition, the financial performance of [removed: UTC Climate, Controls & Security] [added: Carrier] can also be influenced by production and utilization of transport equipment and, particularly in its residential business, weather conditions.

The results of our commercial and military aerospace businesses, which generated approximately [removed: 50] [added: 53] percent of our consolidated sales in [removed: 2017,] [added: 2018,] are directly tied to the economic conditions in the commercial aviation and defense industries, which are cyclical in nature.

Capital spending and demand for aircraft engines, aerospace products and component aftermarket parts and service by commercial airlines, aircraft operators and aircraft manufacturers are influenced by a wide variety of factors, including current and predicted traffic levels, load factors, aircraft fuel [removed: pricing,] [added: prices,] labor issues, [removed: worldwide] airline profits, airline consolidation, bankruptcies, competition, the retirement of older aircraft, regulatory changes, terrorism and related safety concerns, general economic conditions, corporate profitability, cost reduction efforts and [removed: backlog] [added: RPO] levels.

Any of these [removed: conditions] [added: factors] could reduce the sales and margins of our aerospace businesses.

Additionally, because a substantial portion of the [removed: backlog] [added: RPO] for commercial aerospace customers is scheduled for delivery beyond [removed: 2018,] [added: 2019,] changes in economic conditions may cause customers to request that firm orders be rescheduled or canceled.

At times, our aerospace businesses also enter into firm fixed-price [added: or cost-share] development contracts, which may require us to bear cost overruns related to unforeseen technical and design challenges that arise during the development and early production stages of the program.

Should overall U.S. Government defense spending decline, it could result in significant reductions to revenue, cash flow, profit and [removed: backlog] [added: RPO] for our military businesses.

Our International Operations Subject Us to Economic Risk As Our Results of Operations May Be Adversely Affected by Changes in Foreign Currency Fluctuations, Economic [removed: Conditions] [added: Conditions, Trade Policies,] and Changes in Local Government Regulation.

We conduct our business on a global basis, with approximately [removed: 61] [added: 63] percent of our [removed: 2017] [added: 2018] total segment sales derived from international operations, including U.S. export sales.

The majority of sales in the aerospace businesses are transacted in U.S. Dollars, consistent with established industry practice, while the majority of costs at locations outside the U.S. are incurred in the applicable local currency (principally the Euro, the Canadian Dollar, [added: the British Pound] and the Polish Zloty).

[removed: To manage certain exposures,] we employ long-term hedging strategies associated with U.S. Dollar sales.

See Notes 1 and 14 to the Consolidated Financial Statements in our [removed: 2017] [added: 2018] Annual Report for further discussion of our hedging strategies.

Government policies on international trade and investments such as import quotas, capital controls, [removed: punitive] taxes or tariffs, whether adopted by individual governments or [removed: addressed by] regional trade blocs, can affect demand for our products and services, impact the competitive position of our products or prevent us from being able to manufacture or sell products in certain countries.

The implementation of more restrictive trade [removed: policies] [added: policies, including the imposition of tariffs,] or the renegotiation of existing trade agreements [removed: in] [added: by] the U.S. or [added: by] countries where we sell large quantities of products and services or procure supplies and other materials incorporated into our [removed: products] [added: products, including in connection with the U.K.'s pending withdrawal from the EU,] could negatively impact our business, results of operations and financial condition.

In addition, as part of our globalization strategy, we have invested in certain countries, including Argentina, Brazil, China, India, Indonesia, Mexico, Poland, Russia, South Africa, [added: Turkey,] Ukraine and countries in the Middle East, that carry high levels of currency, political, compliance and economic risk.

Emerging market operations can present many risks, including cultural differences (such as employment and business practices), volatility in gross domestic product, economic and government instability, [removed: and] the imposition of exchange [removed: controls] and capital [removed: controls.][added: controls, and the risks associated with exporting components manufactured in those countries for incorporation into finished products completed in other countries.]

Our reliance on suppliers (including third-party [removed: contract] manufacturing [added: suppliers] and [removed: logistics)] [added: logistics providers)] and commodity markets to secure raw materials, parts, components and sub-systems used in our products exposes us to volatility in the prices and availability of these materials.

In the past several years, we have made various acquisitions and have entered into joint [removed: venture arrangements] [added: ventures] intended to complement and expand our [removed: businesses, including the pending acquisition of Rockwell Collins, and expect to continue to do so in the future.][added: businesses.]

For example, we may incur unanticipated costs, expenses or other liabilities as a result of an acquisition target’s violation of applicable laws, such as the U.S. Foreign Corrupt Practices Act (FCPA) or [removed: other] [added: similar] anti-bribery and corruption laws in non-U.S. jurisdictions.

We [added: also] may incur unanticipated costs or expenses, including post-closing asset impairment charges, expenses associated with eliminating duplicate facilities, litigation, and other liabilities.

[added: In addition,] accounting requirements relating to business combinations, including the requirement to expense certain acquisition costs as incurred, may cause us to incur greater earnings volatility and generally lower earnings during periods in which we acquire new businesses.

The success of future [removed: acquisitions, including the Rockwell Collins transaction,] [added: acquisitions] and divestitures will depend on the satisfaction of conditions precedent to, and consummation of, the pending transactions, the timing of consummation of these pending transactions, and the ability of the parties to secure any required regulatory approvals in a timely manner, among other things.

[removed: We may not complete the acquisition of] [added: The] Rockwell Collins [removed: or complete the] acquisition [removed: within the time frame we anticipate; the acquired business] may [removed: underperform relative to our expectations; the acquisition may] cause our financial results to differ from our expectations or the expectations of the investment community; we may not be able to achieve anticipated cost savings or other anticipated synergies.

The failure to satisfy all of the required conditions could delay the completion of the [removed: acquisition] [added: separation transactions] for a significant period of time or prevent [removed: it] [added: them] from occurring at all.

Any [added: changes to one or both of the separation transactions or] delay in completing [added: one or both of] the [removed: acquisition] [added: separation transactions] could cause [removed: UTC] [added: us] not to realize some or all of the [added: expected] benefits, or realize them on a different timeline than [removed: expected, that UTC expects to achieve if the acquisition is successfully completed within the expected time frame.][added: expected.]

In addition, the terms and conditions of the required regulatory authorizations and consents [removed: for the acquisition] that are granted, if any, may impose requirements, limitations or costs, or place restrictions on the conduct of the [removed: combined company’s business] [added: independent companies] or may materially delay the completion of [added: one or both of] the [removed: acquisition.][added: separation transactions.]

The ultimate success of the [added: Rockwell Collins] acquisition will depend, in part, on UTC’s ability to successfully combine and integrate the businesses of UTC and Rockwell Collins, and realize the anticipated benefits, including [removed: synergies,] [added: revenue and] cost [removed: savings,] [added: synergies,] innovation opportunities and operational efficiencies, from the acquisition.

If UTC is unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, and the value of UTC’s common stock may [removed: decline.][added: decline as a result.]

| • | the diversion of management’s attention from ongoing business concerns and performance shortfalls at [removed: one or both of the companies] [added: Collins Aerospace Systems] as a result of the devotion of management’s attention to the [removed: acquisition;] [added: integration;] |

| • | retaining existing business and operational relationships, including customers, suppliers and [removed: employees and] other counterparties, as may be impacted by contracts containing consent and/or other provisions that may be triggered by the acquisition, and attracting new business and operational relationships; |

| • | unanticipated issues in integrating information technology, communications and other systems; [removed: and] |

Our Debt Levels and Related Debt Service Obligations Could Have Negative Consequences; Our Ability to Access Debt May Be Affected by [added: Our Increased Indebtedness,] Changes in Global Capital Markets, Our Financial Performance or [removed: Outlook] [added: Outlook, the Expected Separation Transactions] or Our Credit Ratings.

The [added: expected separation transactions and the] increased indebtedness of UTC in connection with the [removed: merger] [added: Rockwell Collins acquisition] may have the effect of, among other things:

| • | [removed: a downgrade] [added: further downgrades] of our credit ratings resulting in increased borrowing [removed: costs;] [added: costs.] |

| • | requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our [removed: debt,] [added: debt or the payment of costs associated with the separation transactions,] which [removed: would] [added: will] reduce funds we have available for other purposes, such as acquisitions, reinvestment in our businesses, dividends and repurchases of our common stock; |

| • | reducing our flexibility in planning for or reacting to changes in our business and market conditions; [removed: and] |

spending, air travel, construction activity, the financial strength of airlines and business jet operators, and government procurement.

To manage certain exposures,

We May Not Complete the Separation Transactions or Complete Them Within the Time Frame We Anticipate; The Separation Transactions May Present Difficulties That Could Have an Adverse Effect on Us and/or the Independent Businesses Resulting from the Separation, and/or Costs Associated with the Separation Transactions May Be Higher Than Anticipated; The Independent Businesses May Underperform Relative to Our Expectations; We May Not Realize Some or All of the Expected Benefits of the Separation Transactions.

On November 26, 2018, we announced our intention to separate into three independent companies: (1) UTC, an aerospace company comprised of the Collins Aerospace Systems and Pratt & Whitney businesses, (2) Otis, and (3) Carrier.

The proposed separations are expected to be effected through spin-offs by UTC of Otis and Carrier that are intended to be tax-free for the Company’s shareowners for U.S. federal income tax purposes.

These separation transactions will be subject to the satisfaction of a number of customary conditions, including, among others, final

approval by UTC’s Board of Directors, receipt of tax rulings in certain jurisdictions and/or a tax opinion from external counsel (as applicable), the filing with the SEC and effectiveness of Form 10 registration statements for Otis and Carrier and satisfactory completion of financing.

Additionally, the separation transactions are complex in nature, and unanticipated developments or changes, including changes in law, the macroeconomic environment and market conditions or regulatory or political conditions may affect our ability to complete one or both of the separation transactions as currently expected, within the anticipated time frame or at all.

And, although we intend for the separation transactions to be tax-free to the Company’s shareowners for U.S. federal income tax purposes, there can be no assurance that the separation transactions will so qualify.

If the separation transactions were ultimately determined to be taxable, we, the Company’s shareowners and/or the new independent companies would incur income tax liabilities that could be significant.

Furthermore, if the separation transactions are completed, we cannot be assured that each separate company will be successful.

Whether or not the separation transactions are completed, our businesses may face material challenges in connection with these transactions, including, without limitation:

| • | the diversion of management’s attention from ongoing business concerns and impact on the businesses of UTC (including Otis and Carrier) as a result of the devotion of management’s attention to the separation transactions; |

| • | retaining existing business and operational relationships, including with customers, suppliers, employees and other counterparties, and attracting new business and operational relationships; |

| • | execution and related risks in connection with UTC, Otis and Carrier financing transactions undertaken in connection with the separation transactions; |

| • | foreseen and unforeseen dis-synergy costs, costs of restructuring transactions (including taxes) and other significant costs and expenses; and |

| • | potential negative reactions from the financial markets if we fail to complete the separation transactions as currently expected, within the anticipated time frame or at all. |

Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows and/or the price of our common stock.

In addition, if the separation transactions are completed, each of the separate companies will incur ongoing costs, including costs of operating as independent companies, that the separated businesses will no longer be able to share.

Those costs may exceed our estimates or could diminish the benefits we expect to realize from the separation transactions.

If the Separation Transactions Are Completed, UTC and the Independent Businesses’ Operational and Financial Profiles Will Change and Each Will Be a Smaller, Less Diversified Company Than UTC as It Exists Today.

The separation transactions will result in UTC, Otis and Carrier being smaller, less diversified companies with more limited businesses concentrated in their respective industries.

Of note, UTC’s businesses following the expected separation transactions will be significantly more reliant on three customers, namely Airbus, Boeing and the U.S. Government.

As a result, each company may be more vulnerable to changing market conditions, which could have a material adverse effect on its business, financial condition and results of operations.

In addition, the diversification of revenues, costs, and cash flows will diminish, such that each company’s results of operations, cash flows, working capital, effective tax rate, and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished.

It is anticipated that the effective tax rate for each separate company will differ from the UTC consolidated effective tax rate.

If the Separation Transactions Are Completed, There May Be Changes in Our Shareowner Base, Which May Cause the Price of Our Common Stock To Fluctuate.

Investors holding our common stock may hold our common stock because of a decision to invest in a company that operates in multiple markets with a diversified portfolio.

If the separation transactions are completed, shares of our common stock will represent an investment in a business concentrated in the commercial aerospace and defense industry,

and shares of the common stock of the new independent companies conducting the Otis and Carrier businesses will represent investments in businesses concentrated in their respective industries.

These changes may not match some shareowners’ investment strategies, which could cause them to sell their shares of our common stock or the common stock of the new independent companies, and excessive selling pressure could cause the market price to decrease following the consummation of the separation transactions.

Additionally, we cannot predict whether the market value of our common stock and the common stock of each of the new independent companies after the separation transactions will be, in the aggregate, less than, equal to or greater than the market value of our common stock prior to the separation transactions.

We expect to continue to undertake such transactions in the future.

| • | maintaining employee morale and retaining key management and other employees; |

| | |

| --- | --- |

| • | increased competitive pressure from customers; and |

| | |

| --- | --- |

In connection with the Rockwell Collins acquisition, we issued $11 billion of aggregate principal notes, and $7.8 billion of Rockwell Collins debt remained outstanding at the time of the closing of the acquisition.

In addition,

The completion of the acquisition of Rockwell Collins is subject to a number of conditions, including the receipt of required regulatory approvals.

In connection with the Rockwell Collins merger, we anticipate that approximately $15 billion will be required to pay the aggregate cash portion of the Merger Consideration.

We expect to fund the cash portion of the Merger Consideration through debt issuances and cash on hand.

We expect to assume approximately $7 billion of Rockwell Collins' outstanding debt upon completion of the merger.

In particular, following the announcement of the proposed Rockwell Collins acquisition, the credit rating agencies announced that they were reviewing our credit ratings for possible downgrades.

As we continue to assess the impacts of the TCJA, future opportunities for repatriation of our non-U.S. earnings, and accelerated de-leveraging, we may consider, in addition to investments in our operations, limited additional share repurchases to offset the effects of dilution related to our stock-based compensation programs - see Note 12 to the Consolidated Financial Statements in our 2017 Annual Report.

Our ability to realize the anticipated benefits of our technological advancements depends on a variety of factors, including meeting development, production, certification and regulatory approval schedules; execution of internal and external performance plans; availability

Most of our government contracts are fixed-price contracts.

If terminated by the government as a result of our default, we could be liable for additional costs the government incurs in acquiring undelivered goods or services from another source and any other damages it suffers.

The U.S. Government also reserves the right to debar a contractor from receiving new government contracts for fraudulent, criminal or other seriously improper conduct.

The U.S. Government could void any contracts found to be tainted by fraud.

Some of these audit reports involved substantial amounts.

enhancements to our procedures, policies and controls, personnel changes or other remedial actions.

We continue to make investments and adopt measures designed to

The information set forth in the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2017] [added: 2018] Annual Report, filed as Exhibit 13 to this Form 10-K, is incorporated herein by reference.

For information concerning market risk sensitive instruments, see discussion under the heading "Market Risk and Risk Management" in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2017] [added: 2018] Annual Report, filed as Exhibit 13 to this Form 10-K, and under the headings "Foreign Exchange" and "Derivatives and [added: Hedging Activity" in Note 1 and "Financial Instruments" in Note 14 to the Consolidated Financial Statements in our 2018 Annual Report, filed as Exhibit 13 to this Form 10-K.]

Hedging Activity" in Note 1 and "Financial Instruments" in Note 14 to the Consolidated Financial Statements in our 2017 Annual Report, filed as Exhibit 13 to this Form 10-K.

The following description of our business should be read in conjunction with "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2017] [added: 2018] Annual Report, including the information contained therein under the heading "Business Overview."

Our operations for the periods presented herein are classified into four segments: Otis, [added: Carrier (formerly known as] UTC Climate, Controls & [removed: Security,] [added: Security),] Pratt & Whitney, and [added: Collins Aerospace Systems (a new segment comprised of the former] UTC Aerospace [removed: Systems,] [added: Systems segment and the Rockwell Collins businesses following UTC's acquisition of Rockwell Collins, Inc. in November 2018),] with each segment comprised of groups of similar operating companies.

Otis and [removed: UTC Climate, Controls & Security] [added: Carrier] (collectively referred to as the "commercial businesses") serve customers in the commercial, government, infrastructure and residential property sectors and [removed: transport and] refrigeration [removed: businesses] [added: and transport sectors] worldwide.

Pratt & Whitney and [removed: UTC] [added: Collins] Aerospace Systems (collectively referred to as the "aerospace businesses") primarily serve commercial and government customers in both the original equipment and aftermarket parts and services markets of the aerospace industry.

For [removed: 2017,] [added: 2018,] our commercial and industrial sales (generated principally by the commercial businesses) were approximately [removed: 50] [added: 47] percent of our consolidated sales, and our commercial aerospace sales and military aerospace sales (generated exclusively by our aerospace businesses) were approximately [removed: 37] [added: 39] percent and [removed: 13] [added: 14] percent, respectively, of our consolidated sales.

International sales for [removed: 2017,] [added: 2018,] including U.S. export sales, were [removed: 61%] [added: 62] percent of our [removed: total segment] [added: net] sales.

This Form 10-K and our quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge through the Investor Relations section of our Internet website (http://www.utc.com) under the heading "SEC Filings" as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the [removed: Securities and Exchange Commission (SEC).][added: SEC.]

Segment financial data for the years [removed: 2015] [added: 2016] through [removed: 2017,] [added: 2018,] including financial information about foreign and domestic operations and export sales, appears in Note 19 to the Consolidated Financial Statements in our [removed: 2017] [added: 2018] Annual Report.

Segment sales as discussed below include intercompany sales, which are ultimately eliminated within the "Eliminations and other" category as reflected in the segment financial data in Note 19 to the Consolidated Financial Statements in our [removed: 2017] [added: 2018] Annual Report.

Similarly, total segment backlog as discussed below includes intercompany [removed: backlog, as well as fully-funded government orders.][added: backlog.]

Otis serves customers in the [removed: commercial and] [added: commercial,] residential [added: and infrastructure] property [removed: industries] [added: sectors] around the world.

Otis sells [removed: directly to the end customer] [added: direct] and through sales representatives and distributors.

Sales generated by [removed: Otis’] [added: Carrier’s] international [removed: operations] [added: operations, including U.S. export sales,] were [removed: 73] [added: 54] percent and [removed: 75] [added: 55] percent of total [removed: Otis segment] [added: Carrier net] sales in [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.

At December 31, [removed: 2017,] [added: 2018,] Otis’ [removed: backlog] [added: RPO] was [removed: $16.2] [added: $16.4] billion as compared to [removed: $14.9] [added: a backlog of $16.2] billion at December 31, [removed: 2016.][added: 2017.]

Of the total Otis [removed: backlog] [added: RPO] at December 31, [removed: 2017,] [added: 2018,] approximately [removed: $8.4] [added: $8.8] billion is expected to be realized as sales in [removed: 2018.][added: 2019.]

[removed: UTC Climate, Controls & Security] [added: Carrier] is a leading provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire, [removed: security] [added: security,] and building automation products, [removed: solutions] [added: solutions,] and services for [removed: residential,] commercial, [removed: industrial] [added: government, infrastructure,] and [added: residential property applications and refrigeration and] transportation applications.

[removed: UTC Climate, Controls & Security] [added: Carrier] provides a wide range of building systems, including cooling, heating, ventilation, refrigeration, [removed: fire] [added: fire, flame, gas,] and smoke detection, portable fire extinguishers, fire suppression, [removed: gas and flame safety,] intruder alarms, access control systems, video [removed: surveillance] [added: surveillance,] and building control systems.

[removed: UTC Climate, Controls & Security] [added: Carrier] also provides a broad array of related building services, including audit, design, installation, system integration, repair, maintenance, and monitoring services.

[removed: UTC Climate, Controls & Security] [added: Carrier] sells its HVAC and refrigeration [added: products and] solutions [removed: directly to end customers,] [added: either directly,] including [added: to] building contractors and owners, [removed: homeowners,] transportation companies, retail stores and food service companies, [removed: and] [added: or indirectly] through joint ventures, [removed: manufacturer's] [added: independent sales] representatives, distributors, wholesalers, [removed: dealers] [added: dealers,] and retail outlets.

[removed: UTC Climate, Controls & Security’s] [added: Carrier’s] security and fire safety products and services are used by governments, financial institutions, architects, building owners and developers, [removed: security] [added: security,] and fire consultants, [removed: homeowners] [added: homeowners,] and other end-users requiring a high level of security and fire protection for their businesses and residences.

[removed: UTC Climate, Controls & Security] [added: Carrier] provides its security and fire safety products and services under Chubb, Kidde and other brand [removed: names] [added: names,] and sells directly to customers as well as through manufacturer's representatives, distributors, dealers, value-added resellers and retail distribution.

Certain [removed: UTC Climate, Controls & Security] [added: Carrier] HVAC businesses are seasonal, and sales and service activity can be impacted by weather.

[removed: UTC Climate, Controls & Security] [added: Carrier] customarily offers its customers incentives to purchase products to ensure an adequate supply of its products in the distribution channels.

The principal incentive program provides reimbursements to distributors for offering promotional pricing [added: and contract terms] on [removed: UTC Climate, Controls & Security] [added: Carrier] products.

Sales generated by [removed: UTC Climate, Controls] [added: Pratt] & [removed: Security’s] [added: Whitney’s] international operations, including U.S. export sales, were [removed: 55] [added: 63] percent [added: and 61 percent] of total [removed: UTC Climate, Controls] [added: Pratt] & [removed: Security segment] [added: Whitney net] sales in [removed: each of 2017] [added: 2018] and [removed: 2016.][added: 2017, respectively.]

Pratt & Whitney [added: designs, develops,] produces and [removed: develops] [added: maintains] families of large engines for wide- and narrow-body and large regional aircraft in the commercial market and for fighter, bomber, tanker and transport aircraft in the military market.

Pratt & Whitney Canada (P&WC) is among the world's leading suppliers of engines powering general and business aviation, as well as regional airline, [removed: utility] and [removed: military] [added: utility] airplanes, and helicopters.

Pratt & Whitney and P&WC also produce, sell and service auxiliary power units for [removed: commercial and] military [added: and commercial] aircraft.

At December 31, [removed: 2017,] [added: 2018,] the interests of third-party participants in Pratt & Whitney-directed commercial jet engine programs ranged from approximately [removed: 14] [added: 13] percent to 50 percent.

UTC holds a 61 percent [added: program share] interest in the IAE International Aero Engines AG (IAE) collaboration with MTU Aero Engines AG (MTU) and Japanese Aero Engines Corporation (JAEC).

[removed: IAE LLC] [added: Pratt & Whitney] sells the PW1100G-JM engine for the Airbus A320neo aircraft and the PW1400G-JM engine for the Irkut MC-21 [removed: aircraft.][added: aircraft through IAE LLC.]

[added: In addition, Pratt &] Whitney has interests in other engine programs, including a 50 percent ownership interest in the Engine Alliance (EA), a joint venture with GE Aviation, which markets and manufactures the GP7000 engine for the Airbus A380 aircraft.

Pratt & Whitney has entered into risk and revenue sharing arrangements with third parties for 40 percent of the products and [added: 25 percent of the] services that Pratt & Whitney is responsible for providing to the EA.

Pratt & Whitney accounts for its [removed: interests] [added: interest] in the EA joint venture under the equity method of accounting.

See Note 1 to the Consolidated Financial Statements in our [removed: 2017] [added: 2018] Annual Report for a description of our accounting for collaborative arrangements.

The PurePower PW1000G engine has demonstrated a significant reduction in fuel burn and noise levels [removed: with] [added: and] lower environmental emissions [removed: and operating costs than current production] [added: when compared to legacy] engines.

PurePower PW1000G engine models also power [removed: Bombardier’s CSeries] [added: the Airbus A220] passenger [added: aircraft and Embraer’s E-Jet E2 family of] aircraft.

Additionally, the PurePower PW1000G engine models have been selected to power the new Mitsubishi Regional Jet, [added: and] the new Irkut MC-21 passenger [removed: aircraft and Embraer’s E-Jet family of aircraft.][added: aircraft, which are both scheduled to enter service in 2020.]

As previously disclosed, Gulfstream announced the selection of the PurePower [removed: PW 800] [added: PW800] engine to exclusively power Gulfstream’s new G500 and G600 business [removed: jets scheduled to enter service in 2018.][added: jets.]

P&WC's PurePower [removed: PW 800] [added: PW800] engine has also been selected to power the new Falcon [added: 6X] business jet by Dassault [removed: Aviation.][added: Aviation, which is scheduled to enter into service in 2022.]

On November 26, 2018, the Company announced its intention to separate into three independent companies: (1) UTC, an aerospace company comprised of the Collins Aerospace Systems and Pratt & Whitney businesses, (2) Otis, and (3) Carrier.

The proposed separations are expected to be effected through spin-offs by UTC of Otis and Carrier that are intended to be tax-free for the Company’s shareowners for U.S. federal income tax purposes.

The Company expects to complete the separation transactions by mid-year 2020.

Separation of Otis and Carrier from UTC via spin-off transactions will be subject to the satisfaction of customary conditions, including, among others, final approval by the Company’s Board of Directors, receipt of tax rulings in certain jurisdictions and/or a tax opinion from external counsel (as applicable), the filing with the Securities and Exchange Commission (SEC) and effectiveness of Form 10 registration statements, and satisfactory completion of financing.

Beginning in 2018, for each of our segments, we have elected to quantify backlog in a manner that is consistent with the definition of remaining performance obligation (RPO) under Accounting Standards Codification (ASC) Topic 606: Revenue from Contracts with Customers.

This change did not result in a material impact to the RPO balances of Otis, Carrier or Collins Aerospace Systems.

However, as described below, Pratt & Whitney's RPO was adjusted to exclude airline engine orders previously included in backlog for which we have not received the associated firm manufacturing purchase orders.

See Note 3 to the Consolidated Financial Statements in our 2018 Annual Report for further discussion of the accounting for RPO under ASC Topic 606: Revenue from Contracts with Customers.

Sales generated by Otis’ international operations was 73 percent of total Otis net sales in both 2018 and 2017.

Carrier

Carrier also provides refrigeration and monitoring products and solutions to the transport industry.

At December 31, 2018, Carrier’s RPO was $5.3 billion as compared to a backlog of $4.4 billion at December 31, 2017.

Of the total Carrier RPO at December 31, 2018, approximately 70% is expected to be realized as sales in 2019.

The Gulfstream G500 entered service in 2018, and the Gulfstream G600 is scheduled to enter service in 2019.

Pratt & Whitney is also under contract to build engines for the U.S. Air Force’s B-21 long-range strike bomber and for the development of next-generation adaptive engines for the U.S. Air Force.

At December 31, 2018, Pratt & Whitney’s RPO was $71.1 billion, including $10.0 billion of U.S. Government contracts and subcontracts.

At December 31, 2017, Pratt &

As noted above, in conjunction with our adoption of ASC Topic 606: Revenue from Contracts with Customers, we have elected to quantify backlog in a manner that is consistent with the definition of RPO.

In prior years, backlog included engine orders from airlines, for which the contractual manufacturing purchase orders had not yet been received from the applicable airframe customers.

Effective with the adoption of ASC Topic 606, we no longer include in backlog airline engine orders for which we have not received the associated firm manufacturing purchase orders.

The decline in Pratt & Whitney’s RPO at December 31, 2018 as a result of this change has been more than offset by other order activity during the year.

On November 26, 2018, the Company completed the acquisition of Rockwell Collins pursuant to the merger agreement dated September 4, 2017.

As a result of the acquisition, Rockwell Collins became a wholly owned subsidiary of the Company and was combined with the legacy UTC Aerospace Systems business segment to form a new business segment, Collins Aerospace Systems.

Rockwell Collins' results of operations have been included in UTC’s financial statements for the period subsequent to the completion of the acquisition on November 26, 2018.

Collins Aerospace Systems also designs, produces and supports cabin interior, communications and aviation systems and products and provides information management services through voice and data communication networks and solutions worldwide.

In 2018, Collins Aerospace Systems’ products supported the first flight of the Airbus Beluga XL, as well as the certifications of the Embraer E190-E2, Bombardier Global 7500, and Challenger 604.

Collins Aerospace Systems also supported the United States Army’s HMS (Handheld, Manpack, and Small Form Fit) Manpack and the United States Air Force’s T-1A Jayhawk and ACES 5 ejection seat certifications.

On-going certification efforts include the Embraer E195-E2 and KC390, as well as the Boeing KC-46 and COMAC C919.

Significant product development activity continues, including major systems for the COMAC CR929, Boeing 777X and T-X Trainer, Mitsubishi Regional Jet, KAI (Korea Aerospace Industries) KF-X Fighter Jet, Embraer Praetor 500 and 600, Iridium NEXT, next generation flight deck technologies, Tactical Combat Training Systems Increment II, and the United States Air Force’s Modernized GPS User Equipment Program.

At December 31, 2018, Collins Aerospace Systems’

RPO was $26.6 billion, including $6.0 billion of U.S. Government contracts and subcontracts, and $10.7 billion of RPO related to the acquisition of Rockwell Collins.

See Note 1 to the Consolidated Financial Statements in our 2018 Annual Report for a description of our Revenue Recognition accounting policy which includes discussion of the accounting for long-term contracts and Note 3 for further discussion on RPO under ASC Topic 606: Revenue from Contracts with Customers.

For further discussion of the possible effects of the cost and availability of raw materials on our business, including the risks associated with more restrictive trade policies in the U.S., and internationally, and other market risks such as the U.K.’s pending withdrawal from the EU, see Item 1A, “Risk factors” and the section titled “Business Overview in Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K and UTC’s 2018 Annual Report.

At December 31, 2018, our total number of employees was approximately 240,000, which includes approximately 30,000 employees added as a result of the acquisition of Rockwell Collins.

In 2019, numerous collective bargaining agreements are subject to renegotiation, the largest of which covers certain workers at Carrier’s Collierville, Tennessee facility.

"Description of Business by Segment" in this section, Item 1A, "Risk Factors" in this Form 10-K, and under "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2018 Annual Report.

| • | risks relating to the integration of Rockwell Collins, including the risk that the integration may be more difficult, time-consuming or costly than expected or may not result in the achievement of estimated synergies within the contemplated time frame or at all; |

| • | our ability to retain and hire key personnel; |

| • | the expected benefits and timing of the separation transactions, and the risk that conditions to the separation transactions will not be satisfied and/or that the separation transactions will not be completed within the expected time frame, on the expected terms or at all; |

| • | the expected qualification of the separation transactions as tax-free transactions for U.S. federal income tax purposes; |

Our SEC filings are also available for reading and copying at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.

Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

UTC Climate, Controls & Security

At December 31, 2017, UTC Climate, Controls & Security’s backlog was $4.4 billion as compared to $3.2 billion at December 31, 2016.

Substantially all of the backlog at December 31, 2017 is expected to be realized as sales in 2018.

In addition, Pratt &

The Irkut MC-21 and Embraer’s E-Jet family aircraft are scheduled to enter service in 2018.

The Mitsubishi Regional Jet is scheduled to enter service in 2020.

P&WC has developed and certified the PW210 engine family for helicopters manufactured by Sikorsky and Leonardo Helicopters.

In 2017, Pratt & Whitney’s commercial products supported engine certification of the PW1200G and PW 1700G for the Mitsubishi Regional Jet and Embraer E190-E2 and E-195-E2, the first flight of the Irkut MC21.

Pratt & Whitney Canada has developed and received European Aviation Safety Agency (EASA) and the Federal Aviation Administration (FAA) Type Certifications for the PurePower PW800 turbofan engine for the Gulfstream G500 and G600 aircraft.

Also during the year, the Pratt & Whitney F-135 program experienced the first engine delivery from the Japan Final Assembly and Check Out facility and the Israeli Air Force achieved initial operational capability for their F-35I ‘Adir’ fleet.

The military business also supported FAR Part 25 aircraft certification for the Boeing Tanker KC-46A aircraft.

At December 31, 2016, these amounts were $61.8 billion and $6.4 billion, respectively.

Pratt & Whitney’s backlog excludes orders for new commercial engines that have not yet received aviation authority engine certification.

undersea operations.

In 2017, UTC Aerospace Systems' products supported first flights of the Boeing 737MAX-9 and 787-10, Embraer E195-E2, COMAC C919, AirbusA330neo and Irkut MC21 aircraft.

Significant product development activity continues, including major systems for the Embraer E175-E2 and KC390, the Mitsubishi Regional Jet and the Bombardier Global 7000/8000.

Sales generated by UTC Aerospace Systems’ international operations, including U.S. export sales, were 56 percent of total UTC Aerospace Systems segment sales in each of 2017 and 2016.

At December 31, 2016, these amounts were $12.7 billion and $2.4 billion, respectively.

The 2016 amounts have been revised to present backlog balances on a basis consistent with the 2017 presentation.

UTC's Pending Acquisition of Rockwell Collins

On September 4, 2017, we announced that we had entered into a merger agreement with Rockwell Collins, Inc. (Rockwell Collins), under which we agreed to acquire Rockwell Collins.

Under the terms of the merger agreement, each Rockwell Collins shareowner will receive $93.33 per share in cash and a fraction of a share of UTC common stock equal to the quotient obtained by dividing $46.67 by the average of the volume-weighted average price per share of UTC common stock on the NYSE on each of the 20 consecutive trading days ending with the trading day immediately prior to the closing date (the “UTC Stock Price”), subject to adjustment based on a two-way collar mechanism as described below (the “Stock Consideration”).

The cash and UTC stock payable in exchange for each such share of Rockwell Collins common stock are collectively the “Merger Consideration.” The fraction of a share of UTC common stock into which each such share of Rockwell Collins common stock will be converted is the “Exchange Ratio.” The Exchange Ratio will be determined based upon the UTC Stock Price.

If the UTC Stock Price is greater than $107.01 but less than $124.37, the Exchange Ratio will be equal to the quotient of (i) $46.67 divided by (ii) the UTC Stock Price, which, in each case, will result in the Stock Consideration having a value equal to $46.67.

If the UTC Stock Price is less than or equal to $107.01 or greater than or equal to $124.37, then a two-way collar mechanism will apply, pursuant to which, (x) if the UTC Stock Price is greater than or equal to $124.37, the Exchange Ratio will be fixed at 0.37525 and the value of the Stock Consideration will be greater than $46.67, and (y) if the UTC Stock Price is less than or equal to $107.01, the Exchange Ratio will be fixed at 0.43613 and the value of the Stock Consideration will be less than $46.67.

On January 11, 2018, the merger was approved by Rockwell Collins' shareowners.

We currently expect that the merger will be completed in the third quarter of 2018, subject to customary closing conditions, including the receipt of required regulatory approvals.

We anticipate that approximately $15 billion will be required to pay the aggregate cash portion of the Merger Consideration.

We expect to fund the cash portion of the Merger Consideration through debt issuances and cash on hand.

Additionally, we have entered into a $6.5 billion 364-day unsecured bridge loan credit agreement that would be funded only to the extent certain anticipated debt issuances are not completed prior to the completion of the merger.

We expect to assume approximately $7 billion of Rockwell Collins' outstanding debt upon completion of the merger.

To help manage the cash flow and liquidity impact resulting from the pending acquisition, we have, among other things, suspended share repurchases, excluding activity relating to our employee savings plans.

repatriation of our non-U.S. earnings, and accelerated de-leveraging, we may consider, in addition to investments in our operations, limited additional share repurchases to offset the effects of dilution related to our stock-based compensation programs - see Note 12 to the Consolidated Financial Statements in our 2017 Annual Report.

Rockwell Collins is a leader in aviation and high-integrity solutions for commercial and military customers and is globally recognized for its leading-edge avionics, flight controls, aircraft interior and data connectivity solutions.

Upon completion of the transaction, Rockwell Collins and UTC Aerospace Systems will be integrated to create a new business unit named Collins Aerospace Systems.

Kelly Ortberg, Rockwell Collins' current Chairman and Chief Executive Officer, is expected to assume the role of Chief Executive Officer of this new business unit, with David Gitlin, UTC Aerospace Systems' current President, serving as President and Chief Operating Officer of the unit.

Research and Development

Because changes in technology can have a significant impact on our operations and competitive position, we spend substantial amounts of our own funds on research and development.

[added: In the second amended complaint, the plaintiff purports to] represent a class of shareowners who purchased the Company’s stock between December 11, 2014 and July 20, 2015.

Because the [removed: investigations are] [added: matter is] ongoing, we cannot predict the outcome or the consequences thereof at this time.

For a discussion of contingencies related to certain other legal proceedings, see Note 18 to the Consolidated Financial Statements in our [removed: 2017] [added: 2018] Annual Report.

Except as indicated herein or in Note 18 to the Consolidated Financial Statements in our [removed: 2017] [added: 2018] Annual Report, we do not believe that these matters will have a material adverse effect upon our competitive position, results of operations, cash flows or financial condition.

On September 28, 2018, the Court granted the defendants’ motion to dismiss the case in its entirety.

On October 25, 2018, the plaintiff filed a Notice of Appeal to the United States Court of Appeals for the Second Circuit.

Rockwell Collins' Voluntary Disclosure

In 2018, and before its acquisition by UTC, Rockwell Collins voluntarily disclosed to the United States Department of Justice (DOJ) and the SEC Division of Enforcement that it was conducting an internal investigation regarding meal, entertainment, and gift expenditures of B/E Aerospace sales employees that may not have complied with then-applicable company policy, as well as a potential conflict of interest involving a third party sales agent for B/E Aerospace in China.

The internal investigation, which is ongoing, resulted from Rockwell Collins’ post-acquisition compliance review of B/E Aerospace.

UTC continues to cooperate fully with the DOJ and SEC.

Rockwell Collins previously disclosed this matter in its public SEC filings, beginning in April 2018.

In the second amended complaint, the plaintiff purports to

This action is in a preliminary stage and the Company is unable to predict the outcome, or the possible loss or range of loss, if any, which could result from this action.

Telephone Consumer Protection Act

As previously disclosed, UTC Fire & Security Americas Corporation, Inc. (UTCFS) was named as a defendant in numerous putative class actions that were filed on behalf of purported classes of persons who alleged that third-party entities placed "robocalls" and/or placed calls to numbers listed on the "Do Not Call Registry" on behalf of UTCFS in contravention of the Telephone Consumer Protection Act (TCPA).

In each putative class action suit, plaintiffs sought injunctive relief and monetary damages.

Each violation under the TCPA provides for $500 in statutory damages or up to $1,500 for any willful violation.

In August 2016, UTCFS moved for summary judgment in the Northern District of West Virginia, the court in which all of the pending TCPA cases has been consolidated, arguing that the third parties who placed the calls in alleged violation of the TCPA were not acting as UTCFS’ agents and, therefore, UTCFS could not be vicariously liable for those calls under the TCPA.

On December 22, 2016, the district court granted UTCFS’ summary judgment motion and dismissed the claims against UTCFS.

The plaintiffs appealed the decision on February 14, 2017.

Oral arguments on the appeal were presented before the United States Court of Appeals for the Fourth Circuit on January 24, 2018.

DOJ/SEC Investigations

As previously disclosed, in December 2013 and January 2014, UTC made voluntary disclosures to the United States Department of Justice (DOJ), the Securities and Exchange Commission (SEC) Division of Enforcement and the United Kingdom’s Serious Fraud Office to report the status of its internal investigation regarding a non-employee sales representative retained by United Technologies International Operations, Inc. (UTIO) and IAE for the sale of Pratt & Whitney and IAE engines and aftermarket services, respectively, in China.

On April 7, 2014, the SEC notified UTC that it was conducting a formal investigation and issued a subpoena to UTC.

The SEC issued a second subpoena on March 9, 2015 seeking documents related to internal allegations of violations of anti-bribery laws from UTC’s aerospace and commercial businesses, including but not limited to Otis businesses in China.

UTC continues to cooperate fully with the investigations and provide documents and information related to UTC’s aerospace and commercial businesses worldwide.

Mos Otis FAS Investigation

As previously disclosed, following inspections carried out by the Russian Federal Anti-monopoly Service (FAS) at the offices of Mos Otis and the production of documents by Mos Otis, in October 2014 FAS notified Mos Otis that it had found indications of violations of Russian competition law in the market for maintenance of unified dispatch systems, which remotely monitor elevators and dispatch service technicians in Moscow.

Mos Otis is an indirectly owned and controlled joint venture between Otis and the City of Moscow.

FAS has not pursued an administrative action against Mos Otis, and the statute of limitations has run with regard to any such potential action related to this matter.

| | For the fiscal year ended December 31, [removed: 2017] [added: 2018] |

| Floating Rate Notes due [removed: 2018] [added: 2020] | | New York Stock Exchange |

| (CUSIP 913017 [removed: CC1)] [added: CU1)] | | |

| Non-accelerated filer | ¨ [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | ¨ |

The aggregate market value of the voting Common Stock held by non-affiliates at June 30, [removed: 2017] [added: 2018] was approximately [removed: $97,490,067,627,] [added: $99,985,852,722,] based on the New York Stock Exchange closing price for such shares on that date.

At January 31, [removed: 2018,] [added: 2019,] there were [removed: 799,778,295] [added: 861,748,797] shares of Common Stock outstanding.

Parts I, II and IV hereof incorporate by reference portions of the United Technologies Corporation [removed: 2017] [added: 2018] Annual Report to Shareowners.

Part III hereof incorporates by reference portions of the United Technologies Corporation Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Shareowners.

Year Ended December 31, [removed: 2017][added: 2018]

| [Item 1. [removed: Business:](#s60D0AC81DB728A3F66C79A6ABFB10223)] [added: Business:](#sC592D1F83ACBC956395EF5AE51A5AB80)] | [removed: [3](#s60D0AC81DB728A3F66C79A6ABFB10223)] [added: [3](#sC592D1F83ACBC956395EF5AE51A5AB80)] |

| [Cautionary Note Concerning Factors That May Affect Future [removed: Results](#s766F412A1AD71EACE99E9A6ABFE2371D)] [added: Results](#sF70BCD77F9E94E01BF3BF5AE51C666F2)] | [removed: [10](#s766F412A1AD71EACE99E9A6ABFE2371D)] [added: [10](#sF70BCD77F9E94E01BF3BF5AE51C666F2)] |

| [Item 1A. Risk [removed: Factors](#s8CE5EB6C3FDD497896EE9A6AC0463A1C)] [added: Factors](#sF127BEBBA838B026D9D7F5AE51F98518)] | [removed: [11](#s8CE5EB6C3FDD497896EE9A6AC0463A1C)] [added: [11](#sF127BEBBA838B026D9D7F5AE51F98518)] |

| [Item 1B. Unresolved Staff [removed: Comments](#sA24C53252258D4A86A149A6AC050F2AA)] [added: Comments](#s952B5B7DA50A9F9D4E31F5AE52181C86)] | [removed: [19](#sA24C53252258D4A86A149A6AC050F2AA)] [added: [21](#s952B5B7DA50A9F9D4E31F5AE52181C86)] |

| [Item 2. [removed: Properties](#sEC1194CE94A2A19E4D659A6AC056BE35)] [added: Properties](#s7D42D35DEAAA48EB7811F5AE524A48C2)] | [removed: [19](#sEC1194CE94A2A19E4D659A6AC056BE35)] [added: [21](#s7D42D35DEAAA48EB7811F5AE524A48C2)] |

| [Item 3. Legal [removed: Proceedings](#sF0F48C1C440ACABCCC879A6AC088700F)] [added: Proceedings](#s310779D1C2EA36476544F5AE526B988D)] | [removed: [19](#sF0F48C1C440ACABCCC879A6AC088700F)] [added: [21](#s310779D1C2EA36476544F5AE526B988D)] |

| [Item 4. Mine Safety [removed: Disclosures](#s2C2045F63277E10D1E1D9A6AC0AAE2E9)] [added: Disclosures](#s78310499573EEE5234BFF5AE529D805F)] | [removed: [20](#s2C2045F63277E10D1E1D9A6AC0AAE2E9)] [added: [22](#s78310499573EEE5234BFF5AE529D805F)] |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sB6E41DCBD9CE64B5F26A9A6ABA6FEC79)] [added: Securities](#s792AC4D575365A91EBF2F5AE4B4E7085)] | [removed: [21](#sB6E41DCBD9CE64B5F26A9A6ABA6FEC79)] [added: [22](#s792AC4D575365A91EBF2F5AE4B4E7085)] |

| [Item 6. Selected Financial [removed: Data](#s9B4954AD7FF51E312A1C9A6AC130964C)] [added: Data](#sB1B3150AB8C54A1112D1F5AE53142847)] | [removed: [21](#s9B4954AD7FF51E312A1C9A6AC130964C)] [added: [22](#sB1B3150AB8C54A1112D1F5AE53142847)] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sD7F7CCAE7661214D13D39A6AC1517AB5)] [added: Operations](#s02C9F64B909B3106EF3FF5AE53457674)] | [removed: [21](#sD7F7CCAE7661214D13D39A6AC1517AB5)] [added: [22](#s02C9F64B909B3106EF3FF5AE53457674)] |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#s79D3DB4053C361FB99F59A6AC1822BAC)] [added: Risk](#sA8CB4BE97CF480AF25FCF5AE53674E3D)] | [removed: [21](#s79D3DB4053C361FB99F59A6AC1822BAC)] [added: [23](#sA8CB4BE97CF480AF25FCF5AE53674E3D)] |

| [Item 8. Financial Statements and Supplementary [removed: Data](#s1775172A5E4DA0D9950F9A6AC1A41E05)] [added: Data](#s2A4E40E8AD47A9F1E056F5AE5398EC24)] | [removed: [22](#s1775172A5E4DA0D9950F9A6AC1A41E05)] [added: [23](#s2A4E40E8AD47A9F1E056F5AE5398EC24)] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s883EB4271FD3814AF75A9A6AC1D6481E)] [added: Disclosure](#s45C2625A841F98A1A56CF5AE53BAAB75)] | [removed: [22](#s883EB4271FD3814AF75A9A6AC1D6481E)] [added: [23](#s45C2625A841F98A1A56CF5AE53BAAB75)] |

| [Item 9A. Controls and [removed: Procedures](#s036C6F4478EEDDFA678B9A6AC1F778E6)] [added: Procedures](#s7C9519549534741E9327F5AE53ECD63C)] | [removed: [22](#s036C6F4478EEDDFA678B9A6AC1F778E6)] [added: [23](#s7C9519549534741E9327F5AE53ECD63C)] |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#sF05647209413BE173ABE9A6AC27D28E7)] [added: Governance](#s778FE96C19221F5FD436F5AE543EA073)] | [removed: [22](#sF05647209413BE173ABE9A6AC27D28E7)] [added: [24](#s778FE96C19221F5FD436F5AE543EA073)] |

| [Item 11. Executive [removed: Compensation](#s2EDD4C78D3BFFF4E9E299A6AC29EDB27)] [added: Compensation](#s1CC5FD0A0D865EBD7414F5AE545F2BBA)] | [removed: [24](#s2EDD4C78D3BFFF4E9E299A6AC29EDB27)] [added: [25](#s1CC5FD0A0D865EBD7414F5AE545F2BBA)] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s6CD5FA2617A57ECA96679A6ABCF520BD)] [added: Matters](#s45DB105FAAE60B0F5242F5AE54925CDA)] | [removed: [24](#s6CD5FA2617A57ECA96679A6ABCF520BD)] [added: [25](#s45DB105FAAE60B0F5242F5AE54925CDA)] |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#s0F492F07B68E7C1112A39A6AC2F10631)] [added: Independence](#s436A788A062B14B5D364F5AE54B4D0CA)] | [removed: [24](#s0F492F07B68E7C1112A39A6AC2F10631)] [added: [25](#s436A788A062B14B5D364F5AE54B4D0CA)] |

| [Item 14. Principal Accounting Fees and [removed: Services](#s6730ABB8D1AAC2F3162E9A6AC331DC4D)] [added: Services](#s0AC53ADC18320418F043F5AE54E675F5)] | [removed: [24](#s6730ABB8D1AAC2F3162E9A6AC331DC4D)] [added: [25](#s0AC53ADC18320418F043F5AE54E675F5)] |

| [Item 15. Exhibits and Financial Statement [removed: Schedule](#sE2407700AE3DDCA01E319A6AC3767A24)] [added: Schedule](#s8B5F14653159A296A8F0F5AE553AD67F)] | [removed: [25](#sE2407700AE3DDCA01E319A6AC3767A24)] [added: [26](#s8B5F14653159A296A8F0F5AE553AD67F)] |

Whenever reference is made in this Form 10-K to specific sections of United Technologies Corporation’s [removed: 2017] [added: 2018] Annual Report to Shareowners [removed: (2017] [added: (2018] Annual Report), those sections are incorporated herein by reference and are included in Exhibit 13 to this Form 10-K.

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

| 1.150% Notes due 2024 | | New York Stock Exchange |

| 2.150% Notes due 2030 | | New York Stock Exchange |

| (CUSIP 913017 CV9) | | |

| (CUSIP 913017 CT4) | | |

| [SIGNATURES](#s6EC2729045A71ED8BCAAF5AE555AC9A0) | [31](#s6EC2729045A71ED8BCAAF5AE555AC9A0) |

Year Ended December 31, 2018

10-K 1 a2017-12x31form10xk.htm 10-K

| [SIGNATURES](#s220C9FFDA498E70734179A6AC3994B22) | [29](#s220C9FFDA498E70734179A6AC3994B22) |

We operate in approximately [removed: 80] [added: 120] countries, with over [removed: 500] [added: 650] significant properties comprising approximately [removed: 80] [added: 96] million square feet of productive space.

Approximately [removed: 49%] [added: 57%] of our significant properties are associated with our aerospace businesses and [removed: 51%] [added: 43%] are associated with our commercial businesses.

Approximately [removed: 43%] [added: 47%] of our significant properties are [removed: leased] [added: leased,] and [removed: 57%] [added: 53%] are owned.

Approximately [removed: 45%] [added: 49%] of our significant properties are located in the United States.

Our fixed assets as of December 31, [removed: 2017] [added: 2018] include manufacturing facilities and non-manufacturing facilities such as warehouses, and a substantial quantity of machinery and equipment, most of which are general purpose machinery and equipment using special jigs, 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: 2017] [added: 2018] are in good operating condition, are well-maintained and substantially all are generally in regular use.

The Performance Graph and Comparative Stock Data appearing in our [removed: 2017] [added: 2018] Annual Report, filed as Exhibit 13 to this Form 10-K, containing the following data relating to our common stock: total shareholder return, principal market, quarterly high and low sales prices, approximate number of shareowners and frequency and amount of dividends, are incorporated herein by reference.

The following table provides information about our purchases during the quarter ended December 31, [removed: 2017] [added: 2018] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.

| [removed: 2017] [added: 2018] | | 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 October 14, 2015, our Board of Directors authorized a share repurchase program for up to $12 billion of our common [removed: stock.][added: stock, replacing the program announced on July 19, 2015.]

At December 31, [removed: 2017,] [added: 2018,] the maximum dollar value of shares that may yet be purchased under this [added: current] program was [removed: approximately $2,294] [added: $1,964] million.

We may also reacquire shares outside of the program 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.]

No shares were reacquired in transactions outside the program during the quarter ended December 31, [removed: 2017.][added: 2018.]

UTC’s common stock is listed on the New York Stock Exchange under the ticker symbol “UTX”.

| October 1 - October 31 | | 61 | | | $ | 128.65 | | | 61 | | | $ | 2,211 | | |

| November 1 - November 30 | | 65 | | | 126.27 | | | | 65 | | | $ | 2,203 | | |

| December 1 - December 31 | | 2,027 | | | 117.70 | | | | 2,027 | | | $ | 1,964 | | |

| Total | | 2,153 | | | $ | 118.27 | | | 2,153 | | | | | | |

| October 1 - October 31 | | 62 | | | $ | 119.23 | | | 62 | | | $ | 2,309 | | |

| November 1 - November 30 | | 60 | | | 118.71 | | | | 60 | | | $ | 2,302 | | |

| December 1 - December 31 | | 60 | | | 126.10 | | | | 60 | | | $ | 2,294 | | |

| Total | | 182 | | | $ | 121.34 | | | 182 | | | | | | |

On September 4, 2017, we announced that we had entered into a merger agreement with Rockwell Collins, under which we agreed to acquire Rockwell Collins.

To help manage the cash flow and liquidity impact resulting from the pending acquisition, we have, among other things, suspended share repurchases, excluding activity relating to our employee savings plans.

The activity reflected in the table above represents repurchased shares related to our employee savings plans.

As we continue to assess the impacts of the TCJA, future opportunities for repatriation of our non-U.S. earnings, and accelerated de-leveraging, we may consider, in addition to investments in our operations, limited additional share repurchases to offset the effects of dilution related to our stock-based compensation programs - see Note 12 to the Consolidated Financial Statements in our 2017 Annual Report.

The Five-Year Summary appearing in our [removed: 2017] [added: 2018] Annual Report, filed as Exhibit 13 to this Form 10-K, is incorporated herein by reference.

See "Notes to Consolidated Financial Statements" in our [removed: 2017] [added: 2018] Annual Report for a description of any accounting changes and acquisitions or dispositions of businesses materially affecting the comparability of the information reflected in the Five-Year Summary.

The [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] Consolidated Balance Sheet, and other consolidated financial statements for the years ended [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] together with the report thereon of PricewaterhouseCoopers LLP dated February [removed: 8, 2018] [added: 7, 2019] in our [removed: 2017] [added: 2018] Annual Report, filed as Exhibit 13 to this Form 10-K, are incorporated herein by reference.

The [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] unaudited Selected Quarterly Financial Data appearing in our [removed: 2017] [added: 2018] Annual Report, filed as Exhibit 13 to this Form 10-K, is incorporated herein by reference.

Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

Our management has concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears in our [removed: 2017] [added: 2018] Annual Report.

On November 26, 2018, the Company completed its merger of Rockwell Collins.

Accordingly, the acquired assets and liabilities of Rockwell Collins are included in our consolidated balance sheet as of December 31, 2018 and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows from November 26, 2018 through December 31, 2018.

We have elected to exclude Rockwell Collins from the scope of our report on internal control over financial reporting as of December 31, 2018.

Rockwell Collins is a wholly-owned subsidiary whose total assets and total revenues excluded from the scope of our report represent 5 percent and 1 percent, respectively of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.

The information required by Item 10 with respect to directors, the Audit Committee of the Board of Directors and audit committee financial experts is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Shareowners titled "Election of Directors" (under the subheading "Nominees") and "Corporate Governance" (including under the [removed: subheadings] [added: subheading] "Board [removed: Committees," "Audit Committee" and "Governance and Public Policy Committee").][added: Committees").]

| Name | | Title | | Other Business Experience Since [removed: 1/1/2013] [added: 1/1/2014] | | Age as of [removed: 2/8/2018] [added: 2/7/2019] |

| Elizabeth B. Amato | | Executive Vice President & Chief Human Resources Officer, United Technologies Corporation (since August 2012)* | | Senior Vice President, Human Resources and Organization, United Technologies Corporation | | [removed: 61] [added: 62] |

| Robert J. Bailey | | Corporate Vice President, Controller, United Technologies Corporation (since September 2016) | | Vice President & Chief Financial Officer, Pratt & Whitney | | [removed: 53] [added: 54] |

| Michael R. Dumais | | Executive Vice President, Operations & Strategy, United Technologies Corporation (since January 2017) | | Senior Vice President, Strategic Planning, United Technologies Corporation; President, Power, Controls & Sensing Systems, UTC Aerospace Systems | | [removed: 51] [added: 52] |

| Charles D. Gill | | Executive Vice President & General Counsel, United Technologies Corporation (since 2007)* | | Senior Vice President and General Counsel, United Technologies Corporation | | [removed: 53] [added: 54] |

| David L. Gitlin | | [removed: President, UTC] [added: President and Chief Operating Officer, Collins] Aerospace Systems (since [removed: January 2015)] [added: November 2018)] | | President, [removed: Aircraft Systems,] UTC Aerospace Systems; [removed: Senior Vice] President, Aircraft Systems, UTC Aerospace Systems | | [removed: 48] [added: 49] |

| Gregory J. Hayes | | Chairman (since September 2016), President and Chief Executive Officer, United Technologies Corporation (since November 2014) | | Senior Vice President and Chief Financial Officer, United Technologies Corporation | | [removed: 57] [added: 58] |

| Akhil Johri | | Executive Vice President & Chief Financial Officer, United Technologies Corporation (since January 2015)* | | Senior Vice President and Chief Financial Officer, United Technologies Corporation; Chief Financial Officer, Pall [removed: Corporation; Vice President of Finance and Chief Financial Officer of UTC Propulsion & Aerospace Systems] [added: Corporation] | | [removed: 56] [added: 57] |

| Robert F. Leduc | | President, Pratt & Whitney (since January 2016) | | President, Sikorsky Aircraft; President, Boeing Programs and Space, Hamilton Sundstrand/UTC Aerospace Systems | | [removed: 61] [added: 62] |

| Judith F. Marks | | President, Otis Elevator (since October 2017) | | Chief Executive Officer, Dresser-Rand (a Siemens company); Chief Executive Officer, Siemens USA; Executive Vice President, Dresser-Rand; President and Chief Executive Officer, Siemens Government Technologies Inc. | | [removed: 54] [added: 55] |

| Robert J. McDonough | | President, [removed: UTC Climate, Controls & Security] [added: Carrier] (since September 2015) | | Chief Operating Officer, Americas, UTC Building & Industrial [removed: Systems; Chief Operating Officer, Americas, UTC Climate, Controls & Security; President, UTC Climate, Controls & Security, Americas] [added: Systems] | | [removed: 58] [added: 59] |

| David R. Whitehouse | | Corporate Vice President, Treasurer, United Technologies Corporation (since April 2015)* | | Vice President, Treasurer, United Technologies Corporation; Director, Capital Markets, United Technologies Corporation | | [removed: 51] [added: 52] |

Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Shareowners titled "Other Important Information" under the heading "Section 16(a) Beneficial Ownership Reporting Compliance." We have adopted a code of ethics that applies to all our directors, officers, employees and representatives.

[added: Our Corporate Governance Guidelines and] the charters of our Board of Directors’ Audit Committee, Compensation Committee, Finance Committee, and Governance and Public Policy Committee are available on our website at http://www.utc.com/Who-We-Are/Corporate-Governance/Pages/default.aspx.

| Robert K. Ortberg | | Chief Executive Officer, Collins Aerospace Systems (since November 2018) | | Chairman, President and Chief Executive Officer of Rockwell Collins, Inc. | | 58 |

| | | | | | | |

Our Corporate Governance Guidelines and

The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Shareowners titled "Executive Compensation," "Compensation of Directors" and "Report of the [removed: Compensation."][added: Compensation Committee."]

The information relating to security ownership of certain beneficial owners and management 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: 2018] [added: 2019] Annual Meeting of Shareowners titled "Share [removed: Ownership Information," "Executive Compensation"] [added: Ownership"] and [removed: "Approval of the UTC 2018 Long Term Incentive Plan."][added: "Executive Compensation".]

The information required by Item 13 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Shareowners titled "Corporate Governance" (under the subheading "Director Independence") and "Other Important Information" (under the subheading "Transactions with Related Persons").

The information required by Item 14 is incorporated by reference to the section of our Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Shareowners titled "Appointment of [added: an] Independent Auditor for [removed: 2018,"] [added: 2019,"] including the information provided in that section with regard to "Audit Fees," "Audit-Related Fees," "Tax Fees" and "All Other Fees."

| (1) | Financial Statements (incorporated herein by reference to the [removed: 2017] [added: 2018] Annual Report): |

| Consolidated Statement of Operations for the three years ended December 31, [removed: 2017] [added: 2018] | | [removed: 32] [added: 33] | |

| Consolidated Statement of Comprehensive Income for the three years ended December 31, [removed: 2017] [added: 2018] | | [removed: 33] [added: 34] | |

| Consolidated Balance Sheet as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] | | [removed: 34] [added: 35] | |

| Consolidated Statement of Cash Flows for the three years ended December 31, [removed: 2017] [added: 2018] | | [removed: 35] [added: 36] | |

| Consolidated Statement of Changes in Equity for the three years ended December 31, [removed: 2017] [added: 2018] | | [removed: 36] [added: 37] | |

| Selected Quarterly Financial Data (Unaudited) | | [removed: 75] [added: 87] | |

| (2) | Financial Statement Schedule for the three years ended December 31, [removed: 2017:] [added: 2018:] |

| SCHEDULE I—Report of Independent Registered Public Accounting Firm on Financial Statement Schedule | | [removed: [S-I](#sD91DD50FD6BD7CD4DC399A6AC3CAB128)] [added: [S-I](#sC4D0DE4847D214F9BC5CF5AE558E5AB1)] |

| SCHEDULE II—Valuation and Qualifying Accounts | | [removed: [S-II](#sBEC0476AF69ADE8580CC9A6AB0BAF152)] [added: [S-II](#sC9326D4DE293630C865CF5AE39909B83)] |

| 3(ii) | | [Bylaws as amended and restated effective October [removed: 11, 2017,] [added: 10, 2018,] incorporated by reference to Exhibit 3.2 to UTC's Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on October [removed: 13, 2017.](http://www.sec.gov/Archives/edgar/data/101829/000010182917000039/a10-13x20178xkexhibit32.htm)] [added: 10, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000033/a10-10x188xkexhibit32x01.htm)] |

| [removed: 10.4] [added: 10.19] | | [United Technologies Corporation [added: International] Deferred Compensation [added: Replacement] Plan, [removed: as amended and restated,] effective January 1, 2005, incorporated by reference to Exhibit [removed: 10.5] [added: 10.35] of UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2008.](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex105.htm)] [added: 2008.](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex1035.htm)] |

| [removed: 10.5] [added: 10.11] | | [removed: United] [added: [United] Technologies Corporation [removed: Long Term] [added: Long-Term] Incentive Plan, [added: as amended and restated effective April 28, 2014](http://www.sec.gov/Archives/edgar/data/101829/000010182914000018/exhibit101-01.htm),] incorporated by reference to Exhibit [removed: 10.11] [added: 10.1] to UTC’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] (Commission file number 1-812) [removed: for] [added: filed with] the [removed: fiscal year ended December 31, 1989,] [added: SEC on May 2, 2014,] as [added: further] amended by [Amendment No. [removed: 1](<http://www.sec.gov/Archives/edgar/data/101829/0000101829-96-000008.txt >), incorporated by reference to Exhibit 10.11 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 1995, and [Amendment No. 2](http://www.sec.gov/Archives/edgar/data/101829/000119312504015495/dex106.htm),] [added: 1, effective as of February 5, 2016](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1012.htm),] incorporated by reference to Exhibit [removed: 10.6] [added: 10.12] to [removed: UTC’s] [added: UTC's] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2003.] [added: 2015.] |

| [removed: 10.6] [added: 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 UTC’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended September 30, 2013.](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1011.htm) |

| [removed: 10.7] [added: 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 UTC’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended September 30, 2013.](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1012.htm) |

| [removed: 10.8] [added: 10.7] | | [Form of Award Agreement 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 10.13 to UTC’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended September 30, 2013.](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1013.htm) |

| [removed: 10.9] [added: 10.8] | | [United Technologies Corporation Board of Directors Deferred Stock Unit Plan, as Amended and Restated, effective as of April [removed: 24, 2017.](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit109.htm)] [added: 29, 2019.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit108.htm)] |

| [removed: 10.10] [added: 10.9] | | [Retainer Payment Election Form for United Technologies Corporation Board of Directors Deferred Stock Unit [removed: Plan] [added: Plan](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm)] (referred to above in Exhibit [removed: 10.9).](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1010.htm)] [added: 10.8).*] |

| [removed: 10.11] [added: 10.10] | | [Form of Deferred Restricted Stock Unit Award relating to the United Technologies Corporation Board of Directors Deferred Stock Unit Plan (referred to above in Exhibit [removed: 10.9).](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1011.htm)] [added: 10.8)](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1010.htm).*] |

| 10.12 | | [removed: [United] [added: [Schedule of Terms for restricted stock awards relating to the United] Technologies Corporation Long-Term Incentive [removed: Plan, as amended and restated effective April 28, 2014](http://www.sec.gov/Archives/edgar/data/101829/000010182914000018/exhibit101-01.htm), incorporated by reference] [added: Plan (referred] to [added: above in] Exhibit [removed: 10.1 to UTC’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on May 2, 2014, as further amended by [Amendment No. 1, effective as of February 5, 2016](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1012.htm),] [added: 10.12) (Rev. January 2016),] incorporated by reference to Exhibit [removed: 10.12] [added: 10.13] to [removed: UTC's] [added: UTC’s] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2015.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1013.htm)] |

| 10.13 | | [Schedule of Terms for [removed: restricted] [added: non-qualified] stock [added: option] awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.12) (Rev. January 2016), incorporated by reference to Exhibit [removed: 10.13] [added: 10.15] to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1013.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1015.htm)] |

| 10.14 | | [removed: [Schedule] [added: [Form] of [removed: Terms] [added: Award Agreement] for non-qualified stock option awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit [removed: 10.12) (Rev. January 2016),] [added: 10.12),] incorporated by reference to Exhibit 10.15 to [removed: UTC’s] [added: UTC's] Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1015.htm) |

| [removed: 10.15] [added: 10.23] | | [removed: [Form] [added: [Schedule] of [removed: Award Agreement] [added: Terms] for [removed: non-qualified] [added: restricted] stock [removed: option awards] [added: unit award] relating to the United Technologies Corporation [added: 2018] Long-Term Incentive Plan (referred to above in Exhibit [removed: 10.12).](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1015.htm)] [added: 10.22)*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1023.htm)] |

| [removed: 10.16] [added: 10.15] | | [Schedule of Terms for performance share unit awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.12) (Rev. January 2016), incorporated by reference to Exhibit 10.17 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, [removed: 2015.](<http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1017.htm >)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1015.htm)] |

| [removed: 10.17] [added: 10.16] | | [Schedule of Terms for stock appreciation rights awards relating to the United Technologies Corporation 2005 Long-Term Incentive Plan (referred to above in Exhibit 10.12) (Rev. January 2016), incorporated by reference to Exhibit 10.18 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1018.htm) |

| [removed: 10.18] [added: 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: 10.12).](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.htm)] [added: 10.12)](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1017.htm), incorporated by reference to Exhibit 10.18 to UTC's Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.] |

| [removed: 10.19] [added: 10.18] | | [United Technologies Corporation LTIP Performance Share Unit Deferral Plan, relating to the Long-Term Incentive Plan (referred to above in Exhibit 10.12), incorporated by reference to Exhibit 10.36 of UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2008.](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex1036.htm) |

| [removed: 10.20] [added: 10.4] | | [United Technologies Corporation [removed: International] Deferred Compensation [removed: Replacement] Plan, [added: as amended and restated,] effective January 1, [removed: 2005,] [added: 2011,] incorporated by reference to Exhibit [removed: 10.35] [added: 10.1] of UTC’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (Commission file number 1-812) for the [removed: fiscal year] [added: quarterly period] ended [removed: December 31, 2008.](http://www.sec.gov/Archives/edgar/data/101829/000119312509024624/dex1035.htm)] [added: June 30, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit101.htm)] |

| [removed: 10.21] [added: 10.20] | | [United Technologies Corporation Company Automatic [added: Contribution] Excess [removed: Plan, effective] [added: Plan executed July 16, 2018 (amended and restated as of] January 1, [removed: 2010,] [added: 2010),] incorporated by reference to Exhibit [removed: 10.30] [added: 10.2] to [removed: UTC’s Annual] [added: UTC's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (Commission file number 1-812) for the [removed: fiscal year] [added: quarterly period] ended [removed: December 31, 2009.](http://www.sec.gov/Archives/edgar/data/101829/000119312510027861/dex1030.htm)] [added: June 30, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit102.htm)] |

| 13 | | [Excerpts from UTC’s [removed: 2017] [added: 2018] Annual Report to Shareowners for the year ended December 31, [removed: 2017.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit13.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit13.htm)] |

| 21 | | [Subsidiaries of the [removed: Registrant.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit21.htm)] [added: Registrant.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit21.htm)] |

| 23 | | [Consent of PricewaterhouseCoopers [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit23.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit23.htm)] |

| 24 | | [Powers of Attorney of Lloyd J. Austin III, Diane M. Bryant, John V. Faraci, Jean-Pierre Garnier, [removed: Edward A. Kangas,] [added: Christopher J. Kearney,] Ellen J. Kullman, Marshall O. Larsen, Harold W. McGraw III, Margaret L. O'Sullivan, [added: Denise L. Ramos,] Fredric G. Reynolds, Brian C. Rogers, and Christine Todd [removed: Whitman.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit24.htm)] [added: Whitman.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit24.htm)] |

| 31.1 | | [Rule 13a-14(a)/15d-14(a) [removed: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit311.htm)] [added: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit311.htm)] |

| 31.2 | | [Rule 13a-14(a)/15d-14(a) [removed: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit312.htm)] [added: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit312.htm)] |

| 31.3 | | [Rule 13a-14(a)/15d-14(a) [removed: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit313.htm)] [added: Certification.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit313.htm)] |

| 32 | | [Section 1350 [removed: Certifications.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit32.htm)] [added: Certifications.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit32.htm)] |

| 101.INS | | XBRL Instance Document.* (File name: [removed: utx-20171231.xml)] [added: utx-20181231.xml)] |

| 101.SCH | | XBRL Taxonomy Extension Schema Document.* (File name: [removed: utx-20171231.xsd)] [added: utx-20181231.xsd)] |

| 101.CAL | | XBRL Taxonomy Calculation Linkbase Document.* (File name: [removed: utx-20171231_cal.xml)] [added: utx-20181231_cal.xml)] |

| 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 UTC's Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000027/a2018-06x3010xqexhibit103.htm) |

| 10.22 | | [UTC 2018 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to UTC's Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on May 3, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000011/exhibit101utc2018long-term.htm) |

| 10.24 | | [Schedule of Terms for stock appreciation rights award relating to the United Technologies Corporation 2018 Long-Term Incentive Plan (referred to above in Exhibit 10.22).*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1024.htm) |

| 10.25 | | [Schedule of Terms for performance share unit award relating to the United Technologies Corporation 2018 Long-Term Incentive Plan (referred to above in Exhibit 10.22).*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1025.htm) |

| 10.26 | | [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.](http://www.sec.gov/Archives/edgar/data/1137411/000113741114000119/col121814proxymasterdoc14a.htm?_sm_au_=iVVZrb4KRDnDN5pQ) |

| 10.27 | | [Form of Performance Share Agreement under Rockwell Collins’ 2015 Long-Term Incentives Plan (referred to above in Exhibit 10.26), incorporated by reference to Exhibit 10-a-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2017.](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000021/col_exhibitx10-ax1x12312017.htm) |

| 10.28 | | [Form of Restricted Stock Unit Agreement under Rockwell Collins’ 2015 Long-Term Incentives Plan (referred to above in Exhibit 10.26), incorporated by reference to Exhibit 10-a-2 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2017.](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000021/col_exhibitx10-ax2x12312017.htm) |

| 10.29 | | [Compensation Recovery Policy acknowledgment and agreement, incorporated by reference to Exhibit 10-c-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2012.](http://www.sec.gov/Archives/edgar/data/1137411/000113741113000015/col_exhibitx10-cx1x12312012.htm) |

| 10.30 | | [Rockwell Collins’ Deferred Compensation Plan, as amended, incorporated by referenced to Exhibit 10-f-2 to Rockwell Collins’ Annual Report on Form 10-K (Commission file number 0001-16445) for the fiscal year ended September 30, 2007](http://www.sec.gov/Archives/edgar/data/1137411/000095013707017412/c21596exv10wfw2.htm); [Amendment No. 1 to Rockwell Collins’ Deferred Compensation Plan, as amended, incorporated by reference to Exhibit 10-f-2 to Rockwell Collins’ Annual Report on Form 10-K/A (Commission file number 0001-16445) for the fiscal year ended September 30, 2018.](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000111/col_exhibitx10f2x9302018.htm) |

| 10.31 | | [Rockwell Collins’ 2005 Deferred Compensation Plan, as amended and restated as of June 27, 2017, incorporated by reference to Exhibit 10-f-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended June 30, 2017](http://www.sec.gov/Archives/edgar/data/1137411/000113741117000097/col_exhibitx10-fx1x6302017.htm); [Amendment No. 1 to Rockwell Collins’ 2005 Deferred Compensation Plan, incorporated by reference to Exhibit 10-f-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2017](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000021/col_exhibitx10-fx1x12312017.htm); [Amendment No. 2 to Rockwell Collins’ 2005 Deferred Compensation Plan, as amended, incorporated by reference to Exhibit 10-f-6 to Rockwell Collins’ Annual Report on Form 10-K/A (Commission file number 0001-16445) for the fiscal year ended September 30, 2018](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000111/col_exhibitx10f6x9302018.htm). |

| 10.32 | | [Rockwell Collins’ Non-Qualified Savings Plan, as amended, incorporated by referenced to Exhibit 10-g-2 to Rockwell Collins’ Annual Report on Form 10-K (Commission file number 0001-16445) for the fiscal year ended September 30, 2007](http://www.sec.gov/Archives/edgar/data/1137411/000095013707017412/c21596exv10wgw2.htm); [Amendment No. 1 to Rockwell Collins’ Non-Qualified Savings Plan, incorporated by reference to Exhibit 10-g-2 Rockwell Collins’ Annual Report on Form 10-K/A (Commission file number 0001-16445) for the fiscal year ended September 30, 2018](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000111/col_exhibitx10g2x9302018.htm). |

| 10.33 | | [Rockwell Collins’ 2005 Non-Qualified Retirement Savings Plan, as amended and restated as of July 17, 2018, incorporated by referenced to Exhibit 10-g-6 to Rockwell Collins’ Annual Report on Form 10-K/A (Commission file number 0001-16445) for the fiscal year ended September 30, 2018](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000111/col_exhibitx10g6x9302018.htm). |

| 10.34 | | [Rockwell Collins’ 2005 Non-Qualified Pension Plan, as amended, incorporated by reference to Exhibit 10-h-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended June 30, 2012](http://www.sec.gov/Archives/edgar/data/1137411/000113741112000086/col_exhibitx10xhx1x6302012.htm); [Amendment No. 1 to Rockwell Collins’ Non-Qualified Pension Plan, as amended, incorporated by reference to Exhibit 10-h-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2015](http://www.sec.gov/Archives/edgar/data/1137411/000113741116000153/col_exhibitx10-hx1x12312015.htm); [Amendment No. 2 to Rockwell Collins’ 2005 Non-Qualified Pension Plan, as amended, incorporated by reference to Exhibit 10-h-3 to Rockwell Collins’ Annual Report on Form 10-K/A (Commission file number 0001-16445) for the fiscal year ended September 30, 2018.](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000111/col_exhibitx10h3x9302018.htm) |

| 10.35 | | [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](http://www.sec.gov/Archives/edgar/data/1137411/000095013707017412/c21596exv10wiw2.htm); [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](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000111/col_exhibitx10i2x9302018.htm); [Amendment No. 2 to Rockwell Collins’ Master Trust, as amended;](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1035i.htm)*[Amendment No.3 to Rockwell Collins’ Master Trust, as amended.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1035.htm) |

| 10.36 | | [Rockwell Collins’ Short-term Relocation Benefit to Rockwell Collin’s CEO, CFO and two other executive officers, incorporated by reference to Exhibit 10-e-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended March 31, 2018](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000050/col_exhibitx10e1x3312018.htm); [Description of the Extension to the Short-Term Relocation Benefit for the Company’s CEO, CFO and two other executive officers, incorporated by referenced to Exhibit 10-j-2 to Rockwell Collins’ Annual Report on Form 10-K/A (Commission file number 0001-16445) for the fiscal year ended September 30, 2018.](http://www.sec.gov/Archives/edgar/data/1137411/000113741118000111/col_exhibitx10j2x9302018.htm) |

| 10.37 | | [Compensation & Covenants Agreement between United Technologies Corporation and Robert K. Ortberg, effective as of November 26, 2018.](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1037.htm)* |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| --- | --- | --- |

| | | |

| | | |

| | | |

| /s/ CHRISTOPHER J. KEARNEY * | | Director | | |

| (Christopher J. Kearney) | | | | |

| /s/ DENISE L. RAMOS * | | Director | | |

| (Denise L. Ramos) | | | | |

Date: February 7, 2019

February 7, 2019

| | | | | |

| 11 | | [Statement Re: Computation of Per Share Earnings.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit11.htm) |

| 12 | | [Statement Re: Computation of Ratios.*](https://www.sec.gov/Archives/edgar/data/101829/000010182918000005/a2017-12x3110xkexhibit12.htm) |

| /s/ EDWARD A. KANGAS * | | Director | | |

| (Edward A. Kangas) | | | | |

February 8, 2018

| Balance, December 31, 2014 | | $ | 494 | |

| Balance, December 31, 2014 | | $ | 612 | |