RTX (RTX) 10-K risk factor changes: FY2019 vs FY2018

[removed: Our] [added: Our] Global Growth May be Affected by Global Economic, Capital Market and Political [removed: Conditions.][added: Conditions.]

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

[removed: Our] [added: Our] Financial Performance Is Dependent on the Conditions of the Construction and Aerospace [removed: Industries.][added: Industries.]

The results of our commercial [removed: and industrial] businesses, which generated approximately [removed: 47] [added: 41] percent of our consolidated sales in [removed: 2018,] [added: 2019,] 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 factors, including trade policies.

In addition, the financial performance of Carrier can [removed: 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: 53] [added: 59] percent of our consolidated sales in [removed: 2018,] [added: 2019,] 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 [removed: service] [added: services] 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 prices, labor issues, 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 RPO levels.

Other factors, including future terrorist actions, [added: aviation safety concerns,] pandemic health issues or major natural disasters, could also dramatically reduce the demand for air travel, which could negatively impact the sales and margins of our aerospace businesses.

Additionally, because a substantial portion of [removed: the RPO for] [added: product deliveries to] commercial aerospace customers [removed: is] [added: are] scheduled for delivery beyond [removed: 2019,] [added: 2020,] changes in economic conditions may cause customers to request that firm orders be rescheduled or canceled.

Furthermore, because of the lengthy research and development cycle involved in bringing products in these business segments to market, we cannot predict the economic conditions that will exist when any new product is [removed: complete.][added: ready to enter into service.]

A reduction in [removed: capital] spending in the commercial aviation or defense industries could have a significant effect on the demand for our products, which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

The defense industry is also affected by a changing U.S. and global political environment, continued pressure on U.S. and global defense [removed: spending and] [added: spending,] U.S. foreign policy and the level of activity in military flight operations.

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

We conduct our business on a global basis, with approximately [removed: 63] [added: 60%] percent of our [removed: 2018] [added: 2019] total segment sales derived from international operations, including U.S. export sales.

[added: 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: 2018] [added: 2019] Annual Report for further discussion of our hedging strategies.

The implementation of more restrictive trade policies, including the imposition of tariffs, or the renegotiation of existing trade agreements by the U.S. or by countries where we sell large quantities of products and services or procure supplies and other materials incorporated into our products, including in connection with the [removed: U.K.'s] [added: United Kingdom's] pending withdrawal from the [removed: EU,] [added: European Union,] 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, Turkey, Ukraine and countries in the Middle [removed: East,] [added: East and Central Asia,] that carry high levels of currency, political, compliance and economic risk.

We expect that sales to [added: these and other] emerging markets will continue to account for a significant portion of our sales as our businesses evolve and as these and other developing nations and regions around the world increase their demand for our products.

[removed: We] [added: We] Use a Variety of Raw Materials, Supplier-Provided Parts, Components, Sub-Systems and Contract Manufacturing Services in Our Businesses, and Significant Shortages, Supplier Capacity Constraints, Supplier [removed: Production Disruptions or Price Increases Could Increase Our Operating Costs and Adversely Impact the Competitive Positions of Our Products.][added: Production]

[removed: We] [added: 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 [removed: Transactions.][added: Transactions.]

[removed: On] [added: In] November [removed: 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.

[added: These separation transactions will be subject to UTC’s agreement to consummate the distributions pursuant to, and subject to the terms and conditions of, the Raytheon merger agreement discussed below, as well as the satisfaction of a number of customary conditions, including, among others, final] approval by UTC’s Board of Directors, receipt of tax rulings [removed: in certain jurisdictions and/or] [added: and] a tax opinion from external [removed: counsel (as applicable),] [added: counsel,] the filing with the SEC and effectiveness of Form 10 registration statements for Otis and Carrier and satisfactory completion of financing.

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

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] maintaining employee morale and retaining key management and other employees; [removed: |]

[removed: | • |] [added: -] retaining existing business and operational relationships, including with customers, suppliers, employees and other counterparties, and attracting new business and operational relationships; [removed: |]

[removed: | • |] [added: -] execution and related risks in connection with UTC, Otis and Carrier financing transactions undertaken in connection with the separation transactions; [removed: |]

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

[removed: | • |] [added: -] 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. [removed: |]

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

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

Of note, [added: even if the combination with Raytheon is completed,] UTC’s businesses following the expected separation transactions will be significantly more reliant on three customers, namely Airbus, Boeing and the U.S. Government.

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

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, [added: 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.]

[removed: We] [added: We] Engage in Acquisitions and Divestitures, and May Encounter Difficulties Integrating Acquired Businesses with, or Disposing of Divested Businesses From, Our Current Operations; Therefore, We May Not Realize the Anticipated Benefits of these Acquisitions and [removed: Divestitures.][added: Divestitures.]

In the past several years, we have made various [removed: acquisitions] [added: acquisitions, including the acquisition of Rockwell Collins in November 2018,] and have entered into joint ventures intended to complement and expand our businesses.

We also may encounter difficulties in integrating acquired [removed: businesses] [added: businesses, including the Rockwell Collins businesses,] with our operations, applying our internal controls processes to these acquired businesses, or in managing strategic investments.

Our divestitures may result in continued financial exposure to the divested businesses, such as through guarantees or other financial [removed: arrangements or] [added: arrangements,] continued supply and services arrangements, [added: or potential litigation,] following the transaction.

[added: We May Not Complete] The [removed: Rockwell Collins 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.][added: Combination With Raytheon Or Complete The Combination Within The Time Frame We Anticipate; The Combined Business May Underperform Relative To Our Expectations; The Combination 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 Benefits.]

Of note, in 2019 the U.S. Government suspended Turkey’s participation in the F-35 Joint Strike Fighter program because Turkey accepted delivery of the Russian-built S-400 air and missile defense system.

The U.S. has imposed, and may impose additional, sanctions on Turkey as a result of this or other political disputes.

Turkish companies supply components, some of which are sole-sourced, to our aerospace businesses for commercial and military engines and aerospace products.

Depending upon the scope and timing of U.S. sanctions on Turkey and potential reciprocal actions, if any, such sanctions or actions could impact our aerospace businesses’ sources of supply and could have a material adverse effect on our results of operations, cash flows or financial condition.

Disruptions or Price Increases Could Increase Our Operating Costs and Adversely Impact the Competitive Positions of Our Products.

Though UTC has agreed pursuant to, and subject to the terms and conditions of the Raytheon merger agreement, that UTC will consummate separation transactions, the failure to satisfy all of the required conditions could delay the completion of the separation transactions for a significant period of time or prevent them from occurring at all.

The completion of the combination with Raytheon is subject to a number of conditions.

Any delay in completing the combination could cause UTC not to realize some or all of the benefits that UTC expects to achieve if the combination is successfully completed within the expected timeframe, or could cause UTC to realize such benefits on a different timeline than expected.

In addition, the terms and conditions of the required regulatory authorizations and consents for the combination that are granted, if any, may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business or may materially delay the completion of the combination.

Moreover, the completion of the combination is subject to, among other conditions, the completion of the spin-offs of Otis and Carrier, which are themselves subject to a number of conditions (subject to UTC’s agreement to consummate the distributions pursuant to, and subject to the terms and conditions of, the Raytheon merger agreement).

Any delay in or prevention of the completion of the spin-offs could delay or prevent the completion of the combination.

- maintaining employee morale and retaining key management and other employees;

- the possibility of significant costs involved in connection with completing the merger, including costs to achieve expected synergies;

for other purposes, such as acquisitions, reinvestment in our businesses, dividends and repurchases of our common stock;

of customer interest in new technologies and products; and customer acceptance of products we manufacture or that incorporate technologies we develop.

We have made voluntary refunds in those cases we believe appropriate, have settled some allegations and, in some cases, continue to negotiate and/or litigate.

The Company may be, and has been, required to make payments into escrow of disputed liabilities while the related litigation is pending.

If the litigation is resolved in the Company’s favor, any such payments will be returned to the Company with interest.

Risks associated with these actions and other workforce management issues include unfavorable political responses to such actions, unforeseen delays in the implementation of anticipated workforce

The threats we face vary from attacks common to most industries to more advanced and persistent, highly organized adversaries, including nation states, which target us and other defense contractors.

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

To manage certain exposures,

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

| | |

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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.

| • | the diversion of management’s attention from ongoing business concerns and performance shortfalls at Collins Aerospace Systems as a result of the devotion of management’s attention to the integration; |

| • | increased competitive pressure from customers; and |

Our contracts with the U.S. Government are also subject to audit.

Changes in environmental and climate change laws or regulations,

funding obligations and adversely impact our financial results.

services.

The information set forth in the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: 2018] [added: 2019] Annual Report, filed as Exhibit 13 to this Form 10-K, is incorporated herein by reference.

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| --- | --- |

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: 2018] [added: 2019] Annual Report, filed as Exhibit 13 to this Form 10-K, and under the headings "Foreign Exchange" and "Derivatives and Hedging Activity" in Note 1 and "Financial Instruments" in Note 14 to the Consolidated Financial Statements in our [removed: 2018] [added: 2019] Annual Report, filed as Exhibit 13 to this Form 10-K.

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[removed: General][added: General]

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: 2018] [added: 2019] 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, [removed: Carrier (formerly known as UTC Climate, Controls & Security),] [added: Carrier,] Pratt & Whitney, and Collins Aerospace [removed: Systems (a new segment comprised of the former UTC Aerospace Systems segment and the Rockwell Collins businesses following UTC's acquisition of Rockwell Collins, Inc. in November 2018),] [added: Systems,] with each segment comprised of groups of similar operating companies.

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

For [removed: 2018,] [added: 2019,] our commercial and industrial sales (generated principally by the commercial businesses) were approximately [removed: 47] [added: 41] percent of our consolidated sales, and our commercial [removed: aerospace sales] and military aerospace sales (generated exclusively by our aerospace businesses) were approximately [removed: 39] [added: 42] percent and [removed: 14] [added: 17] percent, respectively, of our consolidated sales.

International sales for [removed: 2018,] [added: 2019,] including U.S. export sales, were [removed: 62] [added: 60] percent of our net sales.

[removed: On November 26, 2018,] [added: Following] the [added: separation transactions, the] Company [removed: announced its intention to separate into three independent companies: (1) UTC,] [added: will operate as] an aerospace company comprised of the Collins Aerospace Systems and Pratt & Whitney businesses, [removed: (2) Otis,] and [removed: (3) Carrier.][added: Otis and Carrier will become separate independent companies.]

The proposed [removed: separations] [added: separation transactions] are expected to be effected through spin-offs [removed: by UTC] of Otis and Carrier that are intended to be tax-free for the Company’s shareowners for U.S. federal income tax [removed: purposes.][added: purposes, and are expected to be completed early in the second quarter of 2020.]

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

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 [removed: Investor Relations] [added: Investors] 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 SEC.

[removed: Description] [added: Description] of Business by [removed: Segment][added: Segment]

Segment financial data for the years [removed: 2016] [added: 2017] through [removed: 2018,] [added: 2019,] including financial information about foreign and domestic operations and export sales, appears in Note [removed: 19] [added: 20] to the Consolidated Financial Statements in our [removed: 2018] [added: 2019] 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 [removed: 19] [added: 20] to the Consolidated Financial Statements in our [removed: 2018] [added: 2019] Annual Report.

Similarly, [added: the] total [removed: segment backlog as] [added: remaining performance obligation (RPO)] discussed below includes intercompany [removed: backlog.][added: RPO.]

[removed: See] Note [removed: 3] [added: 1] to the Consolidated Financial Statements in our [removed: 2018] [added: 2019] Annual Report for further discussion of the accounting for RPO under [removed: ASC] [added: Accounting Standards Codification (ASC)] Topic 606: [removed: Revenue] [added: *Revenue] from Contracts with [removed: Customers.][added: Customers*.]

[removed: Otis][added: Otis]

Otis designs, manufactures, sells and installs a wide range of passenger and freight [removed: elevators] [added: elevators,] as well as escalators and moving [removed: walkways.][added: walkways for residential and commercial buildings and infrastructure projects.]

In addition to new equipment, Otis [removed: provides modernization products to upgrade elevators and escalators as well as] [added: performs] maintenance and repair services for both its products and those of other [removed: manufacturers.][added: manufacturers and provides modernization services to upgrade elevators and escalators.]

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

Sales generated by Otis’ international operations [removed: was] [added: were] 73 percent of total Otis net sales in [removed: both 2018] [added: 2019] and [removed: 2017.][added: 2018.]

[removed: At December 31, 2018,] Otis’ RPO was [removed: $16.4] [added: $16.3] billion [removed: as compared to a backlog of $16.2] [added: and $16.4] billion at December 31, [removed: 2017.][added: 2019 and 2018, respectively.]

Of the total Otis RPO at December 31, [removed: 2018,] [added: 2019,] approximately [removed: $8.8] [added: $8.7] billion is expected to be realized as sales in [removed: 2019.][added: 2020.]

[removed: Carrier][added: Carrier]

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

Carrier provides a wide range of [added: residential and] building systems, including [removed: cooling, heating, ventilation,] [added: air conditioners, heating systems and controls,] refrigeration, fire, flame, gas, [removed: and] smoke [added: and carbon monoxide] detection, portable fire extinguishers, fire suppression, intruder alarms, access control systems, video [removed: surveillance,] [added: management systems] and [removed: building control systems.][added: electronic controls.]

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

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.

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 [removed: retail distribution.][added: retailers.]

[removed: Certain Carrier] [added: Demand for Carrier’s] HVAC [removed: businesses are seasonal,] [added: products] and [removed: sales] [added: services is seasonal] and [removed: service activity] can be impacted by weather.

Sales generated by Carrier’s international operations, including U.S. export sales, were [removed: 54] [added: 52] percent and [removed: 55] [added: 54] percent of total Carrier net sales in [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

[removed: At December 31, 2018,] Carrier’s RPO was [removed: $5.3] [added: $4.7] billion [removed: as compared to a backlog of $4.4] [added: and $5.3] billion at December 31, [removed: 2017.][added: 2019 and 2018, respectively.]

Of the total Carrier RPO at December 31, [removed: 2018,] [added: 2019,] approximately [removed: 70%] [added: $3 billion] is expected to be realized as sales in [removed: 2019.][added: 2020.]

[removed: Pratt] [added: Pratt] & [removed: Whitney][added: Whitney]

At December 31, [removed: 2018,] [added: 2019,] the interests of third-party participants in Pratt & Whitney-directed commercial jet engine programs [removed: ranged] [added: ranged, in the aggregate per program,] from approximately 13 percent to [removed: 50] [added: 49] percent.

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

In addition, Pratt & Whitney has interests in other engine programs, including a 50 percent ownership interest in [removed: the] Engine [removed: Alliance] [added: Alliance, LLC] (EA), a joint venture with GE Aviation, which [removed: markets] [added: sells] and [removed: manufactures] [added: provides maintenance services for] the GP7000 engine for the Airbus A380 [removed: aircraft.][added: aircraft, which Airbus has announced it no longer intends to manufacture after 2021.]

See Note 1 to the Consolidated Financial Statements in our [removed: 2018] [added: 2019] Annual Report for a description of our accounting for collaborative arrangements.

Pratt & Whitney produces the [removed: PurePower] PW1000G Geared Turbofan engine family, the first of which, the PW1100G-JM, entered into service in January 2016.

The [removed: PurePower] PW1000G [added: Geared Turbofan] engine has demonstrated a significant reduction in fuel burn and noise levels and lower environmental emissions when compared to legacy engines.

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

On June 9, 2019, UTC entered into a merger agreement with Raytheon Company (Raytheon) providing for an all-stock merger of equals transaction.

The Raytheon merger agreement provides, among other things, that each share of Raytheon common stock issued and outstanding immediately prior to the closing of the Raytheon merger (except for shares held by Raytheon as treasury stock) will be converted into the right to receive 2.3348 shares of UTC common stock.

Upon the closing of the Raytheon merger, Raytheon will become a wholly-owned subsidiary of UTC, and UTC will change its name to Raytheon Technologies Corporation.

On October 11, 2019, the shareowners of each of UTC and Raytheon approved the proposals necessary to complete the Raytheon merger.

The Raytheon merger is expected to close early in the second quarter 2020 and is subject to customary closing conditions, including receipt of required regulatory approvals, as well as the completion of UTC's separation of its Otis and Carrier businesses (discussed below).

As has been previously disclosed, in November 2018, the Company announced its intention to separate into three independent companies.

See

Carrier regularly offers incentives and training, such as credits/discounts for offering promotional pricing and contract terms on its products, to its distribution partners to purchase and sell Carrier’s products to ensure an adequate supply of Carrier’s products.

JM engine for the Irkut MC-21 aircraft through IAE LLC.

products and subsystems, integrated avionics systems, precision targeting, electronic warfare and range and training systems, flight controls, communications systems, navigation systems, oxygen systems, simulation and training systems, food and beverage preparation, storage and galley systems, lavatory and wastewater management systems.

In 2019, Collins Aerospace Systems’ products supported the first flight of the Royal Canadian Air Force Airbus C295, Embraer E175-E2, and the Optionally Piloted Black Hawk helicopter.

In addition, we supported entry into service for the Gulfstream G600 and the Embraer E195-E2.

Certifications were completed for the Embraer Praetor 500 and 600 and the United States Air Force’s Modernized GPS User Equipment program.

Significant product development activity continues, including major systems for Boeing’s 777X, T-7A, and VC-25B, the Mitsubishi SpaceJet, the Irkut MC-21, the Dassault 6X Falcon, the Leonardo AW249, and the COMAC C919.

Other significant development work includes Iridium Next, HF Next, Tactical Combat Training Systems Increment II, NASA deep space exploration systems, distributed pulse oxygen system, and the FAA CLEEN II demonstrator.

See Note 1 to the Consolidated Financial Statements in our 2019 Annual Report for a description of our Revenue Recognition accounting policy which includes discussion of the accounting for long-term contracts and for further discussion on RPO under ASC Topic 606: *Revenue from Contracts with Customers*.

Although at times high prices for some raw materials important to our businesses (for example, steel,

Act, industrial cooperation agreement obligations, and procurement and other regulations) in the U.S. and other countries in which we, Raytheon and our businesses each operate;

- the ability of UTC and Raytheon to receive the required regulatory approvals for the proposed merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and to satisfy the other conditions to the closing of the merger on a timely basis or at all;

- the occurrence of events that may give rise to a right of one or both of UTC or Raytheon to terminate the merger agreement;

- risks relating to the value of our shares to be issued in the proposed merger with Raytheon, significant transaction costs and/or unknown liabilities;

- the possibility that the anticipated benefits from the proposed merger with Raytheon cannot be realized in full or at all or may take longer to realize than expected, including risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction;

- risks associated with merger-related litigation;

- the possibility that costs or difficulties related to the integration of UTC’s and Raytheon’s operations will be greater than expected;

- the ability of each of UTC, Raytheon, the companies resulting from the separation transactions and the combined company to retain and hire key personnel;

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

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.

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

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 and contract terms on Carrier products.

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.

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.

Collins Aerospace Systems’ products supported the 2018 entry into service for the Airbus A350-1000 and A330neo, Boeing 787-10, Embraer E190-E2, Gulfstream G500, as well as the Bombardier Global 7500.

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.

Collins Aerospace Systems is also the operations support prime contractor for NASA’s space suit/life support system, and produces environmental monitoring and control, life support, power management and distribution, and thermal control systems for the International Space Station and the Orion crew exploration vehicle.

At December 31, 2018, Collins Aerospace Systems’

Like many defense contractors, we have received audit reports, which recommend that certain contract prices should be reduced, or that certain payments should be delayed, refunded or withheld to comply with various government regulations, including reports alleging that cost or pricing data we submitted in negotiation of the contract prices or that cost accounting practices may not have conformed to government regulations.

Some of these audit reports involved substantial amounts.

We have made voluntary refunds in those cases we believe appropriate, have settled some allegations and, in some cases, continue to negotiate with the government and/or litigate.

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.

"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.

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

[removed: Federal] [added: *Federal] Securities Laws [removed: Litigation][added: Litigation*]

On January 2, 2018, a purported shareowner filed a second amended complaint in the United States District Court for the Southern District of New York [added: (the "District Court")] under the federal securities laws against the Company and certain of its current and former executives [removed: (Frankfurt-Trust] [added: (*Frankfurt-Trust] Investment Luxemburg AG v.

United Technologies Corporation et [removed: al.),] [added: al.),*] which further amends a previously disclosed complaint that was filed on May 10, [removed: 2017.][added: 2017*.* 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.]

On September 28, 2018, the [added: District] 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 [removed: Circuit.][added: Circuit (the "Court of Appeals").]

[removed: Rockwell] [added: *Rockwell] Collins' Voluntary [removed: Disclosure][added: Disclosure*]

In 2018, and before its acquisition by UTC, Rockwell Collins voluntarily disclosed to the United States Department of Justice [removed: (DOJ)] [added: (the "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 [removed: investigation, which is ongoing,] [added: investigation] resulted from Rockwell Collins’ post-acquisition compliance review of B/E Aerospace.

For a discussion of contingencies related to certain other legal proceedings, see Note 18 to the Consolidated Financial Statements in our [removed: 2018] [added: 2019] Annual Report.

Except as indicated herein or in Note 18 to the Consolidated Financial Statements in our [removed: 2018] [added: 2019] 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 October 15, 2019, the Court of Appeals affirmed the District Court's decision.

The plaintiff’s deadline to file a petition for certiorari to the U.S. Supreme Court has expired, and the matter is now closed.

*737 MAX Aircraft Litigation*

Multiple lawsuits have been filed in U.S. courts relating to the October 29, 2018 Lion Air Flight 610 and the March 10, 2019 Ethiopian Airlines Flight 302 accidents.

Collins Aerospace sold certain aircraft parts and systems to The Boeing Company for the 737 MAX aircraft involved in these accidents.

Certain of our Collins Aerospace businesses have been named, along with other third parties, as parties in many of these lawsuits.

We are also fully supporting all ongoing governmental investigations and inquiries relating to the accidents.

We do not expect that the lawsuits or governmental investigations or inquiries will have a material adverse effect on our financial position, results of operations or cash flows.

On December 16, 2019, and January 16, 2020, the DOJ and SEC, respectively, notified UTC that they have closed their investigations of this matter.

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.

UTC continues to cooperate fully with the DOJ and SEC.

Because the matter is ongoing, we cannot predict the outcome or the consequences thereof at this time.

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

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[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: ý] [added: ☒] | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

| | [removed: For] [added: | | For] the fiscal year ended December 31, [removed: 2018] [added: 2019] | [added: | |]

[removed: Commission] [added: Commission] file number [removed: 1-812][added: 1-812]

[removed: UNITED] [added: UNITED] TECHNOLOGIES [removed: CORPORATION][added: CORPORATION]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: DELAWARE] [added: Delaware] | [removed: 06-0570975] | [added: | 06-0570975 | | |]

| [removed: (State] [added: (State] or Other Jurisdiction of Incorporation or [removed: Organization)] [added: Organization)] | [removed: (I.R.S.] [added: | | (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | [added: | |]

| [removed: 10] [added: 10] Farm Springs Road, Farmington, [removed: Connecticut] [added: Connecticut] | [removed: 06032] | [added: | 06032 | | |]

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | [removed: (Zip Code)] | [added: | (Zip Code) | | |]

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

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: | Trading Symbol(s) | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| [removed: Common] [added: Common] Stock ($1 par [removed: value)] [added: value)] | | [removed: New] [added: | UTX | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

| [removed: (CUSIP] [added: (CUSIP] 913017 10 [removed: 9)] [added: 9)] | | | [added: | | | | | |]

| [removed: 1.125%] [added: 1.125%] Notes due [removed: 2021] [added: 2021] | | [removed: New] [added: | UTX 21D | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

| [removed: (CUSIP] [added: (CUSIP] 913017 [removed: CD9)] [added: CD9)] | | | [added: | | | | | |]

| [removed: 1.250%] [added: 1.250%] Notes due [removed: 2023] [added: 2023] | | [removed: New] [added: | UTX 23 | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

| [removed: (CUSIP] [added: (CUSIP] U91301 [removed: AD0)] [added: AD0)] | | | [added: | | | | | |]

| [removed: 1.150%] [added: 1.150%] Notes due [removed: 2024] [added: 2024] | | [removed: New] [added: | UTX 24A | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

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

| [removed: 1.875%] [added: 1.875%] Notes due [removed: 2026] [added: 2026] | | [removed: New] [added: | UTX 26 | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

| [removed: (CUSIP] [added: (CUSIP] 913017 [removed: CE7)] [added: CE7)] | | | [added: | | | | | |]

| [removed: 2.150%] [added: 2.150%] Notes due [removed: 2030] [added: 2030] | | [removed: New] [added: | UTX 30 | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

| [removed: (CUSIP] [added: (CUSIP] 913017 [removed: CV9)] [added: CV9)] | | | [added: | | | | | |]

| [removed: Floating] [added: Floating] Rate Notes due [removed: 2019] [added: 2020] | | [removed: New] [added: | UTX 20B | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | |]

| [removed: (CUSIP] [added: (CUSIP] 913017 [removed: CS6)] [added: CT4)] | | | [added: | | | | | |]

Yes [removed: ý] [added: ☒] No ¨

Yes ¨ No [removed: ý][added: ☒]

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

| Large [removed: accelerated filer] [added: Accelerated Filer] | [removed: ý] | | [added: ☒ | | | | | |] Accelerated [removed: filer] [added: Filer] | [removed: ¨] | [added: | ☐ | | |]

| [removed: Non-accelerated filer] [added: Non-Accelerated Filer] | [removed: ¨] | | [added: ☐ | | | | | |] Smaller [removed: reporting company] [added: Reporting Company] | [removed: ¨] | [added: | ☐ | | |]

| | | | [added: | | | | | |] Emerging [removed: growth company] [added: Growth Company] | [removed: ¨] | [added: | ☐ | | |]

The aggregate market value of the voting Common Stock held by non-affiliates at June 30, [removed: 2018] [added: 2019] was approximately [removed: $99,985,852,722,] [added: $112,271,798,129,] based on the New York Stock Exchange closing price for such shares on that date.

At January 31, [removed: 2019,] [added: 2020,] there were [removed: 861,748,797] [added: 865,308,981] shares of Common Stock outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Parts I, II and IV hereof incorporate by reference portions of the United Technologies Corporation [removed: 2018] [added: 2019] Annual Report to Shareowners.

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Yes ☒ No ¨

Yes ☒ No ¨

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Yes ☐ No ☒

UNITED TECHNOLOGIES CORPORATION

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| [Item 9B. Other Information](#i_0_55) | | | [26](#i_0_52) | | |

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

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| Floating Rate Notes due 2020 | | New York Stock Exchange |

| (CUSIP 913017 CT4) | | |

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

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We [removed: operate] [added: have properties] in approximately [removed: 120] [added: 97] countries, with over 650 significant properties comprising approximately 96 million square feet of productive space.

Approximately [removed: 47%] [added: 48%] of our significant properties are leased, and [removed: 53%] [added: 52%] are owned.

Approximately [removed: 49%] [added: 51%] of our significant properties are located in the United States.

Our fixed assets as of December 31, [removed: 2018] [added: 2019] 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: 2018] [added: 2019] are in good operating condition, are well-maintained and substantially all are generally in regular use.

[removed: PART II][added: PART II]

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UTC’s common stock is listed on the New York Stock Exchange under the ticker symbol [removed: “UTX”.][added: “UTX.” There were approximately 30,010 registered shareholders at January 31, 2020.]

The Performance Graph [removed: and Comparative Stock Data] appearing in our [removed: 2018] [added: 2019] Annual Report, filed as Exhibit 13 to this Form [removed: 10-K, containing] [added: 10-K contains] the following data relating to our common stock: [added: cumulative] total shareholder [removed: return, principal market, quarterly high and low sales prices, approximate number of shareowners and frequency] [added: return] and [removed: amount of dividends, are incorporated herein by reference.][added: principal market.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

The following table provides information about our purchases during the quarter ended December 31, [removed: 2018] [added: 2019] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.

| [removed: 2018] [added: 2019] | | [removed: Total] [added: | | | | Total] Number of Shares [removed: Purchased (000's)] [added: Purchased (000's)] | | | [removed: Average] [added: | | | Average] Price Paid per [removed: Share] [added: Share] | | | | [removed: Total] [added: | | Total] Number of Shares Purchased as Part of a Publicly Announced [removed: Program (000's)] [added: Program (000's)] | | | [removed: Approximate] [added: | | | Approximate] Dollar Value of Shares that May Yet Be Purchased Under the Program (dollars in [removed: millions)] [added: millions)] | | | | [added: | | | | |]

At December 31, [removed: 2018,] [added: 2019,] the maximum dollar value of shares that may yet be purchased under this current program was [removed: $1,964] [added: $1,812] million.

No shares were reacquired in transactions outside the program during the quarter ended December 31, [removed: 2018.][added: 2019.]

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| October 1 - October 31 | | | | | | 92 | | | | | | $ | 138.80 | | | | | 92 | | | | | | $ | 1,839 | | | | | | | |

| November 1 - November 30 | | | | | | 68 | | | | | | 148.54 | | | | | | 68 | | | | | | $ | 1,829 | | | | | | | |

| December 1 - December 31 | | | | | | 116 | | | | | | 147.77 | | | | | | 116 | | | | | | $ | 1,812 | | | | | | | |

| Total | | | | | | 276 | | | | | | $ | 144.99 | | | | | 276 | | | | | | | | | | | | | | |

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| 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 | | | | | | |

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The Five-Year Summary appearing in our [removed: 2018] [added: 2019] 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: 2018] [added: 2019] 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.

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The [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] Consolidated Balance Sheet, and other consolidated financial statements for the years ended [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] together with the report thereon of PricewaterhouseCoopers LLP dated February [removed: 7, 2019] [added: 6, 2020] in our [removed: 2018] [added: 2019] Annual Report, filed as Exhibit 13 to this Form 10-K, are incorporated herein by reference.

The [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] unaudited Selected Quarterly Financial Data appearing in our [removed: 2018] [added: 2019] Annual Report, filed as Exhibit 13 to this Form 10-K, is incorporated herein by reference.

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As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, we carried out an evaluation under the supervision and with the participation of our management, including the Chairman, President and Chief Executive Officer (CEO), the [removed: Executive] [added: Acting Senior] Vice President & Chief Financial Officer (CFO) and the Corporate Vice President, Controller (Controller), of the effectiveness of the design and operation of our disclosure controls and procedures.

Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

Our management has concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, [removed: 2018.][added: 2019.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears in our [removed: 2018] [added: 2019] 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.

PART III

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On February 3, 2020, the Company entered into a letter agreement with Judith F.

Marks, President and Chief Executive Officer of Otis, pursuant to which the terms of Ms. Marks’s outstanding annual long-term incentive awards granted on November 1, 2017, January 2, 2018 and February 5, 2019 were modified to provide that, upon an involuntary termination of Ms. Marks’s employment with Otis for reasons other than cause, such awards will be subject to the same treatment provided to retirement eligible participants.

The letter agreement also provides that this involuntary termination treatment will apply to the 2020 annual long-term incentive awards granted to Ms. Marks.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement with Ms. Marks, which is filed herewith as Exhibit 10.40.

*Section 13(r)(1)(D)Disclosures*

The following activities are disclosed as required by Section 13(r)(1)(D) of the Securities Exchange Act of 1934, as amended (Exchange Act):

In the Company’s Form 10-Q report for the quarterly period ended on June 30, 2019, the Company disclosed, under the heading "Other" in the "Business Overview" section of the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" activities as required by Section 13(r)(1)(D) of the Securities Exchange Act of 1934, as amended (Exchange Act).

Such disclosure is incorporated herein by reference.

PART III

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: 2019] [added: 2020] Annual Meeting of Shareowners titled "Election of Directors" (under the subheading "Nominees") and "Corporate Governance" (including under the subheading "Board Committees").

| [removed: Name] [added: Name] | | [removed: Title] | | [removed: Other] [added: | | Title | | | | | | Other] Business Experience Since [removed: 1/1/2014] [added: 1/1/2015] | | [removed: Age] [added: | | | | Age] as of [removed: 2/7/2019] [added: 2/6/2020] | [added: | | | | | | | | | | |]

| Elizabeth B. Amato | | [added: | | | |] Executive Vice President & Chief Human Resources Officer, United Technologies Corporation (since August [removed: 2012)*] [added: 2012)] | | [added: | | | |] Senior Vice President, Human Resources and Organization, United Technologies Corporation | | [removed: 62] | [added: | | | 63 | | | | | | | | | | | |]

| Robert J. Bailey | | [added: | | | |] Corporate Vice President, Controller, United Technologies Corporation (since September 2016) | | [added: | | | |] Vice President & Chief Financial Officer, Pratt & Whitney | | [removed: 54] | [added: | | | 55 | | | | | | | | | | | |]

| Michael R. Dumais | | [added: | | | |] Executive Vice President, Operations & Strategy, United Technologies Corporation (since January 2017) | | [added: | | | |] Senior Vice President, Strategic Planning, United Technologies Corporation; President, Power, Controls & Sensing Systems, UTC Aerospace Systems | | [removed: 52] | [added: | | | 53 | | | | | | | | | | | |]

| Charles D. Gill | | [added: | | | |] Executive Vice President & General Counsel, United Technologies Corporation (since [removed: 2007)*] [added: 2007)] | | [added: | | | |] Senior Vice President and General Counsel, United Technologies Corporation | | [removed: 54] | [added: | | | 55 | | | | | | | | | | | |]

| David L. Gitlin | | [added: | | | |] President [added: & Chief Executive Officer, Carrier (since June 2019) | | | | | | President] and Chief Operating Officer, Collins Aerospace [removed: Systems (since November 2018) | |] [added: Systems;] President, UTC Aerospace Systems; President, Aircraft Systems, UTC Aerospace Systems | | [removed: 49] | [added: | | | 50 | | | | | | | | | | | |]

| Gregory J. Hayes | | [added: | | | |] Chairman (since September 2016), President and Chief Executive Officer, United Technologies Corporation (since November 2014) | | [added: | | | |] Senior Vice President and Chief Financial Officer, United Technologies Corporation | | [removed: 58] | [added: | | | 59 | | | | | | | | | | | |]

| Judith F. Marks | | [added: | | | | Chief Executive Officer (since June 2019) &] President, Otis Elevator (since October 2017) | | [added: | | | |] 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: 55] | [added: | | | 56 | | | | | | | | | | | |]

| Robert K. Ortberg | | [added: | | | |] Chief Executive Officer, Collins Aerospace Systems (since November 2018) | | [added: | | | |] Chairman, President and Chief Executive Officer of Rockwell Collins, Inc. | | [removed: 58] | [added: | | | 59 | | | | | | | | | | | |]

| David R. Whitehouse | | [added: | | | |] Corporate Vice President, Treasurer, United Technologies Corporation (since April [removed: 2015)*] [added: 2015)] | | [added: | | | |] Vice President, Treasurer, United Technologies Corporation; Director, Capital Markets, United Technologies Corporation | | [removed: 52] | [added: | | | 53 | | | | | | | | | | | |]

Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2019] [added: 2020] 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.

Information about our Executive Officers

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| Christopher T. Calio | | | | | | President, Pratt & Whitney (since January 2020) | | | | | | President, Commercial Engines, Pratt & Whitney; Executive Assistant to the President & CEO, United Technologies Corporation; Vice President & General Counsel, UTC Aerospace Systems | | | | | | 46 | | | | | | | | | | | |

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| Neil G. Mitchill, Jr. | | | | | | Acting Senior Vice President & Chief Financial Officer (since November 2019) | | | | | | Corporate Vice President, FP&A and Investor Relations, United Technologies Corporation; Vice President & Chief Financial Officer, Pratt & Whitney; Corporate Vice President, Controller, United Technologies Corporation; Corporate Vice President, Global Financial Services, United Technologies Corporation | | | | | | 44 | | | | | | | | | | | |

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Executive Officers of the Registrant

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

| 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 Corporation | | 57 |

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

| Robert J. McDonough | | President, Carrier (since September 2015) | | Chief Operating Officer, Americas, UTC Building & Industrial Systems | | 59 |

*Certain executive officers' titles changed in November 2015 without any change in his or her responsibilities.

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The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Shareowners titled "Executive Compensation," "Compensation of Directors" and "Report of the Compensation Committee."

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The information relating to security ownership of certain beneficial owners and management [removed: and the Equity Compensation Plan Information required by Item 12] is incorporated herein by reference to the [removed: sections] [added: section] of our Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Shareowners titled "Share [removed: Ownership" and "Executive Compensation".][added: Ownership."]

Equity Compensation Plan Information

The following table provides information as of December 31, 2019 concerning Common Stock issuable under UTC’s equity compensation plans.

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

| Plan category | | | | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | | | | |

| Equity compensation plans approved by shareowners | | | | | | 16,197,000 | | | (1) | | | $ | 107.76 | | | | | 42,247,000 | | | (3) | | |

| Equity compensation plans not approved by shareowners | | | | | | 252,000 | | | (2) | | | N/A | | | | | | N/A | | | | | |

(1) Consists of the following issuable shares of Common Stock awarded under the United Technologies Corporation 2018 Long-Term Incentive Plan (the “2018 LTIP”) and the United Technologies Corporation Long-Term Incentive Plan, as amended (together with the 2018 LTIP, the “LTIPs”): (i) shares of Common Stock issuable upon the exercise of outstanding non-qualified stock options; (ii) shares of Common Stock issuable upon the exercise of outstanding Stock Appreciation Rights (SARs); (iii) shares of Common Stock issuable pursuant to outstanding restricted stock unit and performance share unit awards, assuming performance at the target level (up to an additional 1,327,000 shares of Common Stock could be issued if performance goals are achieved above target), except for the 2017 performance share unit awards which reflect actual performance achieved; and (iv) shares of Common Stock issuable upon the settlement of outstanding deferred stock units and restricted stock units awarded under the United Technologies Corporation Board of Directors Deferred Stock Unit Plan, as amended and restated effective April 24, 2017.

Under the LTIPs, each SAR referred to in clause (ii) is exercisable for a number of shares of Common Stock having a value equal to the increase in the market price of a share of such stock from the date the SAR was granted.

For purposes of determining the total number of shares to be issued in respect of outstanding SARs as reflected in column (a) above, we have used the NYSE closing price for a share of Common Stock on December 31, 2019 of $149.76.

The weighted-average exercise price of outstanding options, warrants and rights shown in column (b) takes into account only the shares identified in clauses (i) and (ii).

(2) Consists of shares of Common Stock issuable pursuant to outstanding restricted stock unit awards granted under the Rockwell Collins, Inc. 2015 Long-Term Incentive Plan that we assumed upon the acquisition of Rockwell Collins.

(3) Represents the maximum number of shares of Common Stock available to be awarded under the 2018 LTIP as of December 31, 2019.

Performance share units and restricted stock units (Full Share Awards) will result in a reduction in the number of shares of Common Stock available for delivery under the 2018 LTIP in an amount equal to 4.03 times the number of shares to which the award corresponds.

Stock options and stock appreciation rights do not constitute Full Share Awards and will result in a reduction in the number of shares of Common Stock available for delivery under the 2018 LTIP on a one-for-one basis.

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The information required by Item 13 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Shareowners titled "Corporate Governance" (under the subheading "Director Independence") and "Other Important Information" (under the subheading "Transactions with Related Persons").

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| --- | --- |

The information required by Item 14 is incorporated by reference to the section of our Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Shareowners titled [removed: "Appointment of] [added: "Appoint] an Independent Auditor for [removed: 2019,"] [added: 2020,"] including the information provided in that section with regard to "Audit Fees," "Audit-Related Fees," "Tax Fees" and "All Other Fees."

[removed: PART IV][added: PART IV]

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| --- | --- |

[removed: | (a) | Financial] [added: (a)Financial] Statements, Financial Statement Schedules and Exhibits [removed: |]

[removed: | (1) | Financial] [added: 1.Financial] Statements (incorporated herein by reference to the [removed: 2018] [added: 2019] Annual Report): [removed: |]

| | | [removed: Page] [added: | | | | Page] Number in Annual [removed: Report] [added: Report] | | [added: |]

| Report of Independent Registered Public Accounting Firm | | [added: | | | |] 31 | | [added: |]

| Consolidated Statement of Operations for the three years ended December 31, [removed: 2018] [added: 2019] | | [added: | | | |] 33 | | [added: |]

| Consolidated Statement of Comprehensive Income for the three years ended December 31, [removed: 2018] [added: 2019] | | [added: | | | |] 34 | | [added: |]

| Consolidated Balance Sheet as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] | | [added: | | | |] 35 | | [added: |]

| Consolidated Statement of Cash Flows for the three years ended December 31, [removed: 2018] [added: 2019] | | [added: | | | |] 36 | | [added: |]

| Consolidated Statement of Changes in Equity for the three years ended December 31, [removed: 2018] [added: 2019] | | [added: | | | |] 37 | | [added: |]

| Notes to Consolidated Financial Statements | | [added: | | | |] 38 | | [added: |]

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

[removed: | (2) |] Financial Statement Schedule for the three years ended December 31, [removed: 2018: |][added: 2019:]

| | | [removed: Page] [added: | | | | Page] Number in Form [removed: 10-K] [added: 10-K] | [added: | |]

| SCHEDULE I—Report of Independent Registered Public Accounting Firm on Financial Statement Schedule | | [removed: [S-I](#sC4D0DE4847D214F9BC5CF5AE558E5AB1)] | [added: | | | [I](#i_0_85) | | |]

| SCHEDULE II—Valuation and Qualifying Accounts | | [removed: [S-II](#sC9326D4DE293630C865CF5AE39909B83)] | [added: | | | [II](#i_0_88) | | |]

[removed: | (3) |] Exhibits: [removed: |]

| [removed: Exhibit Number] [added: Exhibit Number] | | | [added: | | | | | |]

| 2.1 | | [added: | | | |] [Agreement and Plan of Merger, dated as of September 4, 2017, by and among United Technologies Corporation, Riveter Merger Sub Corp. and Rockwell Collins, Inc., incorporated by reference to UTC’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on September 6, 2017.](http://www.sec.gov/Archives/edgar/data/101829/000119312517277881/d450418dex21.htm) | [added: | |]

| 3(i) | | [added: | | | |] [Restated Certificate of Incorporation, restated as of April 25, 2016, incorporated by reference to Exhibit 3.1 to UTC’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April 25, 2016.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000057/a2016-04x258xkexhibit31.htm) | [added: | |]

| 3(ii) | | [added: | | | |] [Bylaws as amended and restated [removed: effective October 10, 2018, incorporated] [added: effective](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm) [January 3, 2020](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm)[,](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm) [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 [removed: on October 10, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182918000033/a10-10x188xkexhibit32x01.htm)] [added: on](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm) [Ja](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm)[nuary 3, 2020](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm)[.](http://www.sec.gov/Archives/edgar/data/101829/000114036120002123/brhc1000826_3-2.htm)] | [added: | |]

| 4.1 | | [added: | | | |] [Amended and Restated Indenture, dated as of May 1, 2001, between UTC and The Bank of New York, as trustee, incorporated by reference to Exhibit 4(a) to UTC’s Registration Statement on Form S-3 (Commission file number 333-60276) filed with the SEC on May 4, 2001. UTC hereby agrees to furnish to the Commission upon request a copy of each other instrument defining the rights of holders of long-term debt of UTC and its consolidated subsidiaries and any unconsolidated subsidiaries.](http://www.sec.gov/Archives/edgar/data/101829/000095013001501267/dex4a.txt) | [added: | |]

| 10.1 | | [added: | | | |] United Technologies Corporation Annual Executive Incentive Compensation Plan, incorporated by reference to Exhibit A to UTC’s Proxy Statement for the 1975 Annual Meeting of Shareowners, [Amendment No. [removed: 1](http://www.sec.gov/Archives/edgar/data/101829/000095013001501267/dex4a.txt)] [added: 1](http://www.sec.gov/Archives/edgar/data/101829/0000101829-94-000019.txt)] thereto, effective January 1, 1995, incorporated by reference to Exhibit 10.2 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/101829/000119312509024624/dex101.htm) thereto, effective January 1, 2009, incorporated by reference to Exhibit 10.1 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2008. | [added: | |]

| 10.2 | | [added: | | | |] [United Technologies Corporation Pension Preservation Plan, as amended and restated, effective December 31, 2009, incorporated by reference to Exhibit 10.3 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2009.](http://www.sec.gov/Archives/edgar/data/101829/000119312510027861/dex103.htm) | [added: | |]

| 10.3 | | [added: | | | |] United Technologies Corporation Senior Executive Severance Plan, incorporated by reference to Exhibit 10(vi) to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 1992, as amended by [Amendment thereto, effective December 10, 2003](http://www.sec.gov/Archives/edgar/data/101829/000119312504015495/dex104.htm), incorporated by reference to Exhibit 10.4 of UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2003, and [Amendment thereto, effective June 11, 2008](http://www.sec.gov/Archives/edgar/data/101829/000119312508154825/dex104.htm), incorporated by reference to Exhibit 10.4 of UTC’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, 2008, and [Amendment thereto, effective February 10, 2011](http://www.sec.gov/Archives/edgar/data/101829/000119312511029695/dex104.htm), incorporated by reference to Exhibit 10.4 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2010. | [added: | |]

| 10.4 | | [added: | | | |] [United Technologies Corporation Deferred Compensation Plan, as amended and restated, effective January 1, 2011, incorporated by reference to Exhibit 10.1 of 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/a2018-06x3010xqexhibit101.htm) | [added: | |]

| 10.5 | | [added: | | | |] [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, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1011.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1011.htm); [and](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm) [United Tech](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[nol](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[og](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[ies Executive Leadership Group Program](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[,](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm) [effective April 1, 2019](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)[.*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit11.htm)] | [added: | |]

| 10.6 | | [added: | | | |] [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, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1012.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1012.htm); [and S](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[chedule of Terms of Restricted Share Unit](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm) [Ret](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[e](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[n](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[tion Awards](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm) [re](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[lating to the United Technologies Leadership Group Program](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[, effective April 1](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[, 2019](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm) [(refer](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)[red](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm) [to above in Exhibit 10.5).*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit6.htm)] | [added: | |]

| 10.7 | | [added: | | | |] [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, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1013.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/101829/000010182913000045/a2013-09x3010xqexhibit1013.htm); [and Form of Award Agreement for Restricted Share Unit Retention Awards relating to the United Technologies Leadership Group Program, effective April 1, 2019 (referred to above in Exhibit 10.5).*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit2.htm)] | [added: | |]

| 10.8 | | [added: | | | |] [United Technologies Corporation Board of Directors Deferred Stock Unit Plan, as Amended and Restated, effective as of April 29, [removed: 2019.*](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit108.htm)] [added: 2019, incorporated by reference to Exhibit 10.8 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit108.htm)] | [added: | |]

| 10.9 | | [added: | | | |] [Retainer Payment Election Form for United Technologies Corporation Board of Directors Deferred Stock Unit [removed: Plan](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm) (referred] [added: Plan](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm) [(referred] to above in Exhibit [removed: 10.8).*] [added: 10.8),](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm) [incorporated by reference to Exhibit 10.9 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm)[](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit109.htm)] | [added: | |]

| 10.10 | | [added: | | | |] [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: 10.8)](https://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1010.htm).*] [added: 10.8)](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1010.htm)[,](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1010.htm) [incorporated by reference to Exhibit 10.10 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/101829/000010182919000007/a2018-12x3110xkexhibit1010.htm) .] | [added: | |]

| 10.11 | | [added: | | | |] [United Technologies Corporation Long-Term Incentive Plan, 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 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), incorporated by reference to Exhibit 10.12 to UTC's Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015. | [added: | |]

| 10.12 | | [added: | | | |] [Schedule of Terms for restricted stock awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit [removed: 10.12)] [added: 10.11)] (Rev. January 2016), incorporated by reference to Exhibit 10.13 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/a2015-12x3110xkexhibit1013.htm) | [added: | |]

| 10.13 | | [added: | | | |] [Schedule of Terms for non-qualified stock option awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit [removed: 10.12)] [added: 10.11)] (Rev. January 2016), incorporated by reference to Exhibit 10.15 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/a2015-12x3110xkexhibit1015.htm) | [added: | |]

| 10.14 | | [added: | | | |] [Form of 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),] [added: 10.11),] incorporated by reference to Exhibit 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/a2015-12x3110xkexhibit1015.htm)] [added: 2016.](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1015.htm)] | [added: | |]

| 10.15 | | [added: | | | |] [Schedule of Terms for performance share unit awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit [removed: 10.12)] [added: 10.11)] (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/a2015-12x3110xkexhibit1015.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/101829/000010182916000050/a2015-12x3110xkexhibit1017.htm)] | [added: | |]

| 10.16 | | [added: | | | |] [Schedule of Terms for stock appreciation rights awards relating to the United Technologies Corporation 2005 Long-Term Incentive Plan (referred to above in Exhibit [removed: 10.12)] [added: 10.11)] (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) | [added: | |]

| 10.17 | | [added: | | | |] [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/101829/000010182916000050/a2015-12x3110xkexhibit1017.htm),] [added: 10.1](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.htm)[1](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.htm)[)](http://www.sec.gov/Archives/edgar/data/101829/000010182917000007/a2016-12x3110xkexhibit1018.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, [removed: 2015.] [added: 2016.] | [added: | |]

| 10.18 | | [added: | | | |] [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) | [added: | |]

| 10.19 | | [added: | | | |] [United Technologies Corporation International Deferred Compensation Replacement Plan, effective January 1, 2005, incorporated by reference to Exhibit 10.35 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/dex1035.htm) | [added: | |]

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| 2.2 | | | | | | [Agreement and Plan of Merger, dated as of June 9, 2019, by and among United Technologies Corporation, Light Merger Sub Corp. and Raytheon Company, incorporated by reference to UTC’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on June 10, 2019.](http://www.sec.gov/Archives/edgar/data/101829/000114036119010707/nc10002163x1_ex2-1.htm) | | |

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| 4.2 | | | | | | [Description of Securities.*](https://www.sec.gov/Archives/edgar/data/101829/000010182920000013/a2019-12x3110xkexhibit.htm) | | |

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | UNITED TECHNOLOGIES CORPORATION | |

| | (Registrant) | |

| | By: | /s/ AKHIL JOHRI |

| | | Akhil Johri |

| | | Executive Vice President & Chief Financial Officer |

| | By: | /s/ ROBERT J. BAILEY |

| | | Robert J. Bailey |

| | | Corporate Vice President, Controller |

Date: February 7, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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| Signature | | Title | | Date |

| /s/ GREGORY J. HAYES | | Director, Chairman, President and Chief Executive Officer (Principal Executive Officer) | | February 7, 2019 |

| (Gregory J. Hayes) | | | | |

| /s/ AKHIL JOHRI | | Executive Vice President & Chief Financial Officer (Principal Financial Officer) | | February 7, 2019 |

| (Akhil Johri) | | | | |

| /s/ ROBERT J. BAILEY | | Corporate Vice President, Controller (Principal Accounting Officer) | | February 7, 2019 |

| (Robert J. Bailey) | | | | |

| /s/ LLOYD J. AUSTIN III * | | Director | | |

| (Lloyd J. Austin III) | | | | |

| /s/ DIANE M. BRYANT * | | Director | | |

| (Diane M. Bryant) | | | | |

| /s/ JOHN V. FARACI * | | Director | | |

| (John V. Faraci) | | | | |

| /s/ JEAN\-PIERRE GARNIER * | | Director | | |

| (Jean-Pierre Garnier) | | | | |

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

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

| /s/ ELLEN J. KULLMAN * | | Director | | |

| (Ellen J. Kullman) | | | | |

| /s/ MARSHALL O. LARSEN * | | Director | | |

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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| | | | UNITED TECHNOLOGIES CORPORATION | | | | | | | | |

| | | | (Registrant) | | | | | | | | |

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| | | | By: | | | /s/ NEIL G. MITCHILL, JR. | | | | | |

| | | | | | | Neil G. Mitchill, Jr. | | | | | |

| | | | | | | Acting Senior Vice President & Chief Financial Officer | | | | | |

| | | | | | | | | | | | |

| | | | By: | | | /s/ ROBERT J. BAILEY | | | | | |

| | | | | | | Robert J. Bailey | | | | | |

| | | | | | | Corporate Vice President, Controller | | | | | |

Date: February 6, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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| Signature | | | | | | Title | | | | | | Date | | |

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| /s/ GREGORY J. HAYES | | | | | | Director, Chairman, President and Chief Executive Officer (Principal Executive Officer) | | | | | | February 6, 2020 | | |

| (Gregory J. Hayes) | | | | | | | | | | | | | | |

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| /s/ NEIL G. MITCHILL, JR. | | | | | | Acting Senior Vice President & Chief Financial Officer (Principal Financial Officer) | | | | | | February 6, 2020 | | |

| (Neil G. Mitchill, Jr.) | | | | | | | | | | | | | | |

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| /s/ ROBERT J. BAILEY | | | | | | Corporate Vice President, Controller (Principal Accounting Officer) | | | | | | February 6, 2020 | | |

| (Robert J. Bailey) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ LLOYD J. AUSTIN III * | | | | | | Director | | | | | | | | |

| (Lloyd J. Austin III) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | Director | | | | | | | | |

| (Diane M. Bryant) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ JOHN V. FARACI * | | | | | | Director | | | | | | | | |

| (John V. Faraci) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ JEAN\-PIERRE GARNIER * | | | | | | Director | | | | | | | | |