Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019

Commission file number 1-812

UNITED TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware06-0570975
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
10 Farm Springs Road, Farmington, Connecticut06032
(Address of principal executive offices)(Zip Code)

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

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($1 par value)UTXNew York Stock Exchange
(CUSIP 913017 10 9)
1.125% Notes due 2021UTX 21DNew York Stock Exchange
(CUSIP 913017 CD9)
1.250% Notes due 2023UTX 23New York Stock Exchange
(CUSIP U91301 AD0)
1.150% Notes due 2024UTX 24ANew York Stock Exchange
(CUSIP 913017 CU1)
1.875% Notes due 2026UTX 26New York Stock Exchange
(CUSIP 913017 CE7)
2.150% Notes due 2030UTX 30New York Stock Exchange
(CUSIP 913017 CV9)
Floating Rate Notes due 2020UTX 20BNew York Stock Exchange
(CUSIP 913017 CT4)

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

Yes ☒ No ¨

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

Yes ¨ No ☒

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

Yes ☒ No ¨

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

Yes ☒ No ¨

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

Large Accelerated Filer☒Accelerated Filer☐
Non-Accelerated Filer☐Smaller Reporting Company☐
Emerging Growth Company☐

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

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

Yes ☐ No ☒

The aggregate market value of the voting Common Stock held by non-affiliates at June 30, 2019 was approximately $112,271,798,129, based on the New York Stock Exchange closing price for such shares on that date. For purposes of this calculation, the Registrant has assumed that its directors and executive officers are affiliates.

At January 31, 2020, there were 865,308,981 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II and IV hereof incorporate by reference portions of the United Technologies Corporation 2019 Annual Report to Shareowners. Part III hereof incorporates by reference portions of the United Technologies Corporation Proxy Statement for the 2020 Annual Meeting of Shareowners.

UNITED TECHNOLOGIES CORPORATION

AND SUBSIDIARIES

Index to Annual Report

on Form 10-K for

Year Ended December 31, 2019

Page
PART I
Item 1. Business:5
Cautionary Note Concerning Factors That May Affect Future Results11
Item 1A. Risk Factors13
Item 1B. Unresolved Staff Comments23
Item 2. Properties23
Item 3. Legal Proceedings24
Item 4. Mine Safety Disclosures25
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25
Item 6. Selected Financial Data25
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 7A. Quantitative and Qualitative Disclosures About Market Risk25
Item 8. Financial Statements and Supplementary Data26
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure26
Item 9A. Controls and Procedures26
Item 9B. Other Information26
PART III
Item 10. Directors, Executive Officers and Corporate Governance28
Item 11. Executive Compensation30
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters30
Item 13. Certain Relationships and Related Transactions, and Director Independence30
Item 14. Principal Accounting Fees and Services31
PART IV
Item 15. Exhibits and Financial Statement Schedule32
Item 16. Form 10-K Summary37
SIGNATURES38

UNITED TECHNOLOGIES CORPORATION

Annual Report on Form 10-K for

Year Ended December 31, 2019

Whenever reference is made in this Form 10-K to specific sections of United Technologies Corporation’s 2019 Annual Report to Shareowners (2019 Annual Report), those sections are incorporated herein by reference and are included in Exhibit 13 to this Form 10-K. United Technologies Corporation and its subsidiaries’ names, abbreviations thereof, logos, and product and service designators are all either the registered or unregistered trademarks or tradenames of United Technologies Corporation and its subsidiaries. Names, abbreviations of names, logos, and product and service designators of other companies are either the registered or unregistered trademarks or tradenames of their respective owners. As used herein, the terms "we," "us," "our," "the Company," or "UTC," unless the context otherwise requires, mean United Technologies Corporation and its subsidiaries. References to internet websites in this Form 10-K are provided for convenience only. Information available through these websites is not incorporated by reference into this Form 10-K.

PART I

Next: Item 1. Business