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United Technologies Corporation

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FY2017 Annual Report · United Technologies Corporation
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2017 Annual Report

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We do the
BIG THINGS
the right way

 
 
 
 
 
 
 
 
 
Financials
United Technologies provides high-technology products and services to the aerospace and commercial building industries worldwide. 
In 2017, UTC adjusted net sales1 were $60.2 billion.

Adjusted  net sales1  
(dollars in billions)

Adjusted diluted earnings  per common share 
from  continuing operations1 (dollars per share)

Cash flow from  operations  
(dollars in billions)

56.6

57.9

56.5

57.4

60.2

6.46

6.30

6.61

6.65

5.72

7.3

7.0

6.8

6.4

5.6

13

14

15

16

17

13

14

15

16

17

13

14

15

16

17

Research and development2  
(dollars in billions)

Dividends paid  per common share  
(dollars per share)

Debt to capital3  
(percent)

4.1

4.5

3.9

3.7

3.9

2.20

2.36

2.56

2.62

2.72

38

38

41

45

47

13

14

15

16

17

13

14

15

16

17

13

14

15

16

17

1  See page 69 for additional information regarding these 

2  Amounts include company- and customer-funded 

non-GAAP financial measures.

research and development. 

3  The increase in the 2017 debt to capitalization ratio 
primarily reflects additional borrowings in 2017 used 
to fund the discretionary contributions to our domestic 
defined benefit pension plans, share repurchases and 
other general corporate purposes.

Businesses in balance
UTC’s portfolio is balanced across customer segments, markets and geographies.

Net sales by type as a percent of total net sales

Net sales by geography as a percent of total net sales

13%
Military aerospace & 
space

37%
Commercial 
aerospace

50%
Commercial & 
industrial

47%
Aftermarket

53%
Original equipment 
manufacturing 

12%
Other

38%
United States

21%
Asia Pacific

29%
Europe

Contents

01  Letter to Shareowners
03   Business Highlights
05   Financials
30    Cautionary Note Concerning Factors  
That May Affect Future Results

69    Reconciliation of Non-GAAP Measures  
to Corresponding GAAP Measures

70   Board of Directors
71   Leadership
72   Shareowner Information
Inside Back Cover

Sustainability & Recognition

United Technologies Corp. is a leader in the global building and aerospace businesses. Our company was 
founded by some of the world’s greatest inventors. Our more than 200,000 employees continue their commitment 
to innovation. Our large investments in technology enable us to develop new and improved ways to keep people 
safe, comfortable, productive and on the move. By combining a passion for science with precision engineering, 
we create smart, sustainable solutions that prove we can do the big things the right way. 

Our commercial building businesses comprise Otis, the world’s leading manufacturer of elevators, escalators  
and moving walkways; and UTC Climate, Controls & Security, a leading provider of heating, ventilating,  
air-conditioning, refrigeration, fire and security systems, and building automation and controls. Our aerospace 
businesses consist of Pratt & Whitney aircraft engines and UTC Aerospace Systems. We also operate a central 
research organization that pursues technologies for improving the performance, energy efficiency and cost of  
our products and processes. 

To learn more, visit www.utc.com.

  
Dear Shareowner

In 2017, United Technologies 
demonstrated once again that we 
do the big things the right way. 

An innovative spirit propels our company. 
Our investments in purposeful innovation and 
our focus on execution, cost reduction and 
disciplined capital allocation are yielding  
strong results.

Greg Hayes 
Chairman & CEO

We achieved organic growth* of 4 percent, 
equaling our best growth rate since 2014. 
Adjusted earnings per share* were $6.65, 
which was at the high end of our full-year 
expectations. We generated $3.6 billion in free 
cash flow,* even as we invested $1.9 billion to 
fully fund our domestic pension plan. Since 
2015, we have returned more than $20 billion 
to shareowners through share repurchases and 
dividends—the latter of which we have paid for 
81 consecutive years.

United Technologies’ results reflect the strength 
of our four global businesses: Otis, Pratt &  
Whitney, UTC Aerospace Systems and UTC 
Climate, Controls & Security. Each is a thriving 
industry leader on track to grow and gain share. 
These businesses form an innovative
global technology company that stands to
benefit from the world’s most significant 
megatrends—urbanization, digitization, a 
growing middle class and the expansion of 
commercial air travel. 

Urbanization is driving demand for smart 
buildings, mass transportation and sustainable 
technologies that provide comfort, safety, 
efficiency, and improve quality of life. Otis and 
UTC Climate, Controls & Security meet these 
needs in every corner of the world. We are 
particularly well-positioned in China, India and 
the Middle East, where urbanization and the 
middle class are growing most rapidly. 

 * See page 69 for additional information regarding these 
non-GAAP financial measures.

Our aerospace businesses will benefit from the 
extraordinary increase in commercial air travel. 
Less than 20 percent of the world’s population 
has flown in an airplane—but that is changing. 
There are approximately 29,000 commercial 
aircraft in service today. That number is 
projected to reach 47,000 by 2030. Pratt & 
Whitney and UTC Aerospace Systems will be 
leading providers of jet engines and aerospace 
systems for those aircraft.

4%

Organic growth*

$6.65

Adjusted earnings per share*

$3.6 billion

Free cash flow*

Simply stated, in an increasingly connected 
world, United Technologies enables a better 
life. Our services and precision-engineered 
products deliver tangible value for our 
customers, shareowners and society.

Always inventing
Our company was founded by some of the 
world’s greatest inventors. They created 
revolutionary technologies, turned them into 
sustainable businesses and launched new 
industries. This proud heritage inspires us to 
strive for the extraordinary every day.

Pratt & Whitney is transforming aviation with  
the Geared Turbofan engine, one of the 
cleanest, quietest, most energy-efficient 
jet engines available today. Delta Air Lines’ 
selection of our GTF engine for its order for 
100 firm A321neo aircraft in December 2017 
underscores this. United Technologies spent 
more than $10 billion over two decades to 
develop this game-changing engine. These 
investments will generate revenue for years to 
come as the GTF aftermarket business grows. 
Pratt & Whitney’s leadership in the commercial, 

military, business and private aircraft industry 
remains strong. In 2017, we celebrated the 
100,000th engine produced by our Pratt & 
Whitney Canada business, which serves the 
general and business aviation aircraft and civil 
and military helicopter markets. These engines 
will drive a steady stream of aftermarket 
revenues for years to come, and the innovation 
won’t stop here.

Our excellence in supporting military programs 
is unrivalled, enabling the U.S. Armed Forces 
and its allies to remain mission-ready. We 
provide the only fifth-generation fighter engines 
in service today, the F119 and F135. Further 
innovations are being developed, including 
adaptive engine technology, which will provide 
for unmatched power and efficiency for sixth-
generation fighters in the decades to come.

UTC Aerospace Systems is represented on 
every major aircraft program. In 2017, we 
supported the first flight of the C919, the first 

United Technologies Corporation      01

From left to right:

Robert F. Leduc
President  
Pratt & Whitney

Robert J. McDonough
President  
UTC Climate, Controls & 
Security

Judith F. Marks
President  
Otis

David L. Gitlin
President  
UTC Aerospace Systems

large commercial jetliner designed and built in 
China. UTC Aerospace Systems is also growing 
its aftermarket services with comprehensive 
digital solutions that maximize operational 
efficiencies and benefit customers. Notably, 
we are extending our leadership in aerospace 
with the largest acquisition in our history. Our 
proposed $30 billion acquisition of Rockwell 
Collins will deliver tremendous value to our 
customers and shareowners. Rockwell Collins 
is recognized globally for its leading-edge 
avionics, flight controls, aircraft interior and data 
connectivity solutions, as well as its world-class 
customer service. The combined businesses 
will become Collins Aerospace Systems, an 
innovator that will make aircraft more intelligent 
and integrated. 

Otis is pursuing an aggressive digital 
transformation to redefine its customers’ 
experiences. Through a strategic agreement 
with Microsoft, we are developing technology 
that empowers service technicians and sales 
teams with real-time equipment data to predict, 
monitor and respond to customer needs.  
Otis has a legacy of equipping the world’s  
most iconic structures. We continue to bring 
our innovative products and services to the 
most prestigious new buildings, including the 
Lotte World Tower in Seoul, which opened in 
2017 and features one of the world’s fastest 
double-deck elevators.

UTC Climate, Controls & Security is also 
achieving organic growth through innovation. 
Our commercial businesses are using the 

cloud and Internet of Things to design smarter, 
more sustainable products that improve lives. 
Carrier created a suite of new digital solutions 
to monitor and enhance HVAC performance 
and energy use. Our transport refrigeration 
business is also utilizing the power of the IoT 
to monitor food safety as we move perishable 
items from farm to table. UTC Climate, 
Controls & Security’s mission is to enable 
modern life by building upon its long history 
of developing powerful, reliable and energy-
efficient products and services that support 
and sustain the ever more urbanizing world.

Driving growth through data
Data plays an increasingly vital role in our 
growth opportunities. Our products generate 
vast amounts of data that can be deployed to 
benefit our customers and provide competitive 
advantages in the digital age.

To maximize the value of data, we established 
a new organization, United Technologies 
Digital. It reinvents the role of information 
technology in our company by expanding into 
software and data analytics. As part of this 
effort, we built a digital accelerator in Brooklyn, 
N.Y., where our business and technology 
talent collaborates to advance digital solutions 
that create value for customers, improve 
operations, empower employees, and enhance 
products and services. Our new digital team 
complements the well-established United 
Technologies Research Center. The mission 
of the Research Center is to use cutting-edge 
science and technology to solve our most 

difficult technical problems, to identify and 
foster disruptive technology, and to spur  
the next generation of innovation across  
our businesses.

The best people
At the heart of United Technologies are our 
employees—more than 200,000 purpose-
driven people united by a high-performance 
culture. We commit to the highest ethical and 
quality standards, while taking smart risks to 
innovate for growth. From our research labs 
to our factory floors, each of us works to 
deliver solutions that exceed our customers’ 
expectations and contribute to a safer, cleaner, 
more productive world. We share common 
values while embracing our diversity. We 
represent an array of nationalities, cultures 
and points of view, and foster an inclusive 
workplace. That is one of the reasons we 
joined the Paradigm for Parity coalition—to 
achieve gender parity in our senior leadership 
roles by 2030.

United Technologies has a very bright future.  
To our shareowners, thank you for investing in 
us. To our employees, thank you for doing the 
big things the right way, every day.

Gregory J. Hayes
Chairman & Chief Executive Officer

02      2017 Annual Report

 
Otis
The world’s leading manufacturer and service provider of 
elevators, escalators and moving walkways.

Made to Move You. From the moment Elisha Otis introduced the modern 
elevator at the 1854 New York World’s Fair, the company that bears his 
name has been shaping cities and moving people. We make, we build, we 
innovate. Each day Otis transports an estimated 2 billion people through a 
world of ever-taller buildings, busy metros and well-traveled airports. We 
do so with the comfort and well-being of our passengers always in mind. 
Now, in an era defined by the Internet of Things, we are inventing a new 
generation of elevators that are smarter, more comfortable, more effective, 
data rich and more connected.

68,078

Employees 

$12.3B

Net sales

$2.1B

Adjusted operating profit*

UTC Climate, Controls & Security
UTC Climate, Controls & Security promotes safer and smarter sustainable 
buildings with state-of-the-art fire safety, security, building automation, and 
heating, ventilating, air-conditioning systems and services, and provides 
innovative refrigeration products to preserve and extend food supplies.

54,998

Employees 

$17.8B

Net sales

$3.1B

Adjusted operating profit*

Building Possible. UTC Climate, Controls & Security represents some of the world’s most trusted and respected brands. 
Carrier, Kidde, Edwards and Chubb are just a few. With our global resources, talent and expertise, we are solving some of 
the world’s most complex challenges, including sustainable urbanization and feeding a growing population. We are guided 
by a commitment to our customers to improve the safety, comfort and convenience of billions of people worldwide. We see 
enormous possibilities for the future, and we are building on them. Building Possible is a continual journey. It is not what has 
been done, but what is left to do.

* See page 69 for additional information regarding these non-GAAP financial measures.

United Technologies Corporation      03

Pratt & Whitney
Pratt & Whitney is a world leader in the 
design, manufacture and service of 
aircraft engines and auxiliary power units.

38,737

Employees

$16.5B

Adjusted net sales* 

$1.7B

Adjusted operating profit* 

Go Beyond. At Pratt & Whitney, we believe flight is an engine for human progress, an instrument to rise above 
boundaries, connect people, grow economies and help protect the world. Together with our partners, we work with 
an explorer’s heart and a perfectionist’s grit to advance it. The magnitude of flight requires dependable teams that 
deliver the highest quality products and services. Every day, we rise to that challenge with state-of-the-art engines 
that carry people reliably to their destinations, service experts who provide the care and intelligence to keep 
aircraft flying, and generations of innovators working together to transform aviation.

UTC Aerospace Systems

UTC Aerospace Systems is one of the world’s largest 
suppliers of technologically advanced aerospace and 
defense products. The company designs, manufactures and 
services systems and components, and provides integrated 
solutions for commercial, military and space platforms.

Ideas Born to Fly. It takes the most brilliant thinking on the ground to 
put the most innovative solutions in the air. At UTC Aerospace Systems, 
we do not just dream up ideas that can change the world, we develop, 
manufacture and deliver them with exceptional service to one of the 
fastest growing industries on the planet. We are shaping a future of  
flight that is more intelligent, integrated and electric than ever before.  
It is nothing short of incredible — and it is in the air every day.

40,984

Employees 

$14.7B

Net sales

$2.5B

Adjusted operating profit*

04      2017 Annual Report

* See page 69 for additional information regarding these non-GAAP  
financial measures.

Financials

06 Five-Year Summary

07 Management’s Discussion and Analysis

30 Cautionary Note Concerning Factors That May

Affect Future Results

32 Management’s Report on Internal Control Over

Financial Reporting

33 Report of Independent Registered Public Accounting Firm
34 Consolidated Statement of Operations
35 Consolidated Statement of Comprehensive Income
36 Consolidated Balance Sheet
37 Consolidated Statement of Cash Flows
38 Consolidated Statement of Changes in Equity
40 Notes to Consolidated Financial Statements
68 Selected Quarterly Financial Data

Go online to view the annual report and see
more of our business highlights and our corporate
responsibility achievements. 2017ar.utc.com

United Technologies Corporation

05

Five-Year Summary

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

2017

2016

2015

2014

2013

For The Year
Net sales
Research and development
Restructuring costs
Net income from continuing operations 1
Net income from continuing operations attributable to common shareowners 1

Basic earnings per share — Net income from continuing operations attributable to common
shareowners
Diluted earnings per share — Net income from continuing operations attributable to common
shareowners
Cash dividends per common share

Average number of shares of Common Stock outstanding:

Basic
Diluted

Cash flows provided by operating activities of continuing operations
Capital expenditures 2
Acquisitions, including debt assumed
Repurchases of Common Stock 3
Dividends paid on Common Stock (excluding ESOP)

At Year End
Working capital 2,4
Total assets 2
Long-term debt, including current portion 2,5
Total debt 2,5

Total debt to total capitalization 5

Total equity 5,6
Number of employees 7

$ 59,837
2,387
253
4,920
4,552

$ 57,244
2,337
290
5,436
5,065

$ 56,098
2,279
396
4,356
3,996

$ 57,900
2,475
354
6,468
6,066

$ 56,600
2,342
431
5,655
5,265

5.76

5.70
2.72

790
799
5,631
2,014
231
1,453
2,074

6.19

6.13
2.62

818
826
6,412
1,699
712
2,254
2,069

4.58

4.53
2.56

873
883
6,755
1,652
556
10,000
2,184

6.75

6.65
2.36

898
912
6,979
1,594
530
1,500
2,048

5.84

5.75
2.20

901
915
7,341
1,569
151
1,200
1,908

$ 8,467
96,920
27,093
27,485
47%
31,421
204,700

$ 6,644
89,706
23,300
23,901
45%
29,169
201,600

$ 4,088
87,484
19,499
20,425
41%
28,844
197,200

$ 5,921
86,338
19,575
19,701
38%
32,564
211,500

$ 5,733
85,029
19,744
20,132
38%
33,219
212,400

Note 1 2017 amounts include unfavorable tax charges of approximately $690 million related to U.S. tax reform legislation enacted in December, 2017, commonly referred

to as the Tax Cuts and Jobs Act of 2017 (TCJA), and a $196 million pre-tax charge resulting from customer contract matters, partially offset by pre-tax gains of
approximately $500 million on sales of available for sale securities. 2016 amounts include a $423 million pre-tax pension settlement charge resulting from defined
benefit plan de-risking actions. 2015 amounts include pre-tax charges of: $867 million as a result of a settlement with the Canadian government, $295 million from
customer contract negotiations at UTC Aerospace Systems, and $237 million related to pending and future asbestos claims.

Note 2 Excludes assets and liabilities of discontinued operations held for sale, for all periods presented.

Note 3 In connection with the agreement to merge with Rockwell Collins announced on September 4, 2017, we have suspended share repurchases, excluding activity

relating to our employee savings plans. As we continue to assess the impacts of the TCJA, future opportunities for repatriation of our non-U.S. earnings, additional
investments in our operations and accelerated de-leveraging, we may consider limited additional share repurchases to offset the effects of dilution related to our
stock-based compensation programs. Share repurchases in 2015 include share repurchases under accelerated repurchase agreements of $2.6 billion in the first
quarter of 2015 and $6.0 billion in the fourth quarter of 2015.

Note 4 Working capital in 2015 includes approximately $2.4 billion of taxes payable related to the gain on the sale of Sikorsky, which were paid in 2016. As compared with

2014, 2015 working capital also reflects the reclassification of current deferred tax assets and liabilities to non-current assets and liabilities in connection with the
adoption of Accounting Standards Update 2015-17.

Note 5 The increase in the 2017 and 2016 debt to total capitalization ratio primarily reflects additional borrowings to fund share repurchases, 2017 discretionary pension

contributions, and for general corporate purposes.

Note 6 The decrease in total equity in 2015, as compared with 2014, reflects the sale of Sikorsky and the share repurchase program. The decrease in total equity in 2014,
as compared with 2013, reflects unrealized losses of approximately $2.9 billion, net of taxes, associated with the effect of market conditions on our pension plans.

Note 7 The decrease in employees in 2015, as compared with 2014, primarily reflects the 2015 divestiture of Sikorsky.

06

2017 Annual Report

Management’s Discussion and Analysis

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

composition of net sales from outside the U.S., including U.S. export
sales, as a percentage of total segment sales, is as follows:

BUSINESS OVERVIEW
We are a global provider of high technology products and services
to the building systems and aerospace industries. Our operations for
the periods presented herein are classified into four principal business
segments: Otis, UTC Climate, Controls & Security, Pratt & Whitney, and
UTC Aerospace Systems. Otis and UTC Climate, Controls & Security
are referred to as the “commercial businesses,” while Pratt & Whitney
and UTC Aerospace Systems are referred to as the “aerospace
businesses.” On November 6, 2015, we completed the sale of the
Sikorsky Aircraft business (Sikorsky) to Lockheed Martin Corp. for
approximately $9.1 billion in cash. The results of operations and the
related cash flows of Sikorsky have been reclassified to Discontinued
Operations in our Consolidated Statements of Operations and Cash
Flows for all periods presented.

The commercial businesses generally serve customers in the

worldwide commercial and residential property industries, with
UTC Climate, Controls & Security also serving customers in the
commercial and transport refrigeration industries. The aerospace
businesses serve commercial and government aerospace customers
in both the original equipment and aftermarket parts and services
markets. Our consolidated net sales were derived from the commercial
and aerospace businesses as follows:

Commercial and industrial

Military aerospace and space

Commercial aerospace

2017

50%

13%

37%

2016

50%

12%

38%

2015

52%

12%

36%

100%

100%

100%

Our consolidated net sales were derived from original equipment

manufacturing (OEM) and aftermarket parts and services as follows:

OEM

Aftermarket parts and services

2017

53%

47%

2016

55%

45%

2015

56%

44%

100%

100%

100%

Our worldwide operations can be affected by industrial, economic

and political factors on both a regional and global level. To limit the
impact of any one industry or the economy of any single country on our
consolidated operating results, our strategy has been, and continues to
be, the maintenance of a balanced and diversified portfolio of busi-
nesses. Our operations include original equipment manufacturing (OEM)
and extensive related aftermarket parts and services in both our com-
mercial and aerospace businesses. Our business mix also reflects the
combination of shorter cycles at UTC Climate, Controls & Security and
in our commercial aerospace spares businesses, and longer cycles at
Otis and in our aerospace OEM and aftermarket maintenance busi-
nesses. Our customers include companies in both the public and
private sectors, and our businesses reflect an extensive geographic
diversification that has evolved with continued globalization. The

(DOLLARS IN MILLIONS)

2017

2016

2015

$ 11,879

$ 11,151

$ 10,945

Europe

Asia Pacific

Other Non-U.S.

8,770

5,262

8,260

5,479

2017

20%

14%

9%

18%

2016

19%

14%

9%

19%

2015

19%

15%

10%

17%

8,425

5,584

9,741

U.S. Exports

11,124

10,827

International
segment sales

$ 37,035

$ 35,717

$ 34,695

61%

61%

61%

As part of our growth strategy, we invest in businesses in certain
countries that carry high levels of currency, political and/or economic
risk, such as Argentina, Brazil, China, India, Indonesia, Mexico,
Poland, Russia, South Africa, Ukraine and countries in the Middle East.
As of December 31, 2017, the net assets in any one of these countries
did not exceed 7% of consolidated shareowners’ equity.

In a referendum on June 23, 2016, voters in the United Kingdom

(the U.K.) voted in favor of the U.K.’s exiting the European Union
(the EU). The manner in which the U.K. decides to exit the EU could
have negative macroeconomic consequences. Our 2017 full year sales
in the U.K. were approximately $3 billion and represented less than
5% of our overall sales, and we do not believe the U.K.’s withdrawal
from the EU will significantly impact our businesses in the near term.
Organic sales growth was 4% in 2017, reflecting growth across

all segments driven by:

• higher commercial aftermarket and military sales at Pratt & Whitney
• higher North America residential heating, ventilating and air

conditioning (HVAC), global commercial HVAC, and commercial
refrigeration sales at UTC Climate, Controls & Security

• higher commercial aftermarket sales at UTC Aerospace Systems
• higher service sales in North America and Asia and higher new
equipment sales in North America and in Europe, partially offset
by lower new equipment sales in China at Otis

We expect organic sales growth in 2018 to be 4% to 6%, with for-

eign exchange expected to have a favorable impact of approximately
1%. We continue to invest in new platforms and new markets to posi-
tion the Company for long-term growth, while remaining focused on
innovation, structural cost reduction, disciplined capital allocation and
the execution of customer and shareowner commitments.

As discussed below in “Results of Operations,” operating profit in

both 2017 and 2016 includes the impact from activities that are not
expected to recur often or that are not otherwise reflective of the under-
lying operations, such as charges related to the strategic de-risking of
our defined benefit pension plans, the unfavorable impact of contract
matters with customers, the beneficial impact of net gains from sales of
investments, and other significant non-recurring and non-operational
items. Our earnings growth strategy contemplates earnings from
organic sales growth, including growth from new product development
and product improvements, structural cost reductions, operational
improvements, and incremental earnings from our investments in
acquisitions.

United Technologies Corporation

07

Management’s Discussion and Analysis

Our investments in businesses in 2017 and 2016 totaled $231 mil-

lion and $712 million (including debt assumed of $2 million),
respectively. Acquisitions completed in 2017 include a number of small
acquisitions primarily in our commercial businesses. Our investments in
businesses in 2016 included the acquisition of a majority interest in an
Italian-based heating products and services company by UTC Climate,
Controls & Security, the acquisition of a Japanese services company by
Otis and a number of small acquisitions primarily in our commercial
businesses.

Both acquisition and restructuring costs associated with business
combinations are expensed as incurred. Depending on the nature and
level of acquisition activity, earnings could be adversely impacted due
to acquisition and restructuring actions initiated in connection with
the integration of businesses acquired. For additional discussion of
acquisitions and restructuring, see “Liquidity and Financial Condition,”
“Restructuring Costs” and Notes 2 and 13 to the Consolidated Financial
Statements.

On September 4, 2017, we announced that we had entered into a

merger agreement with Rockwell Collins, under which we agreed to
acquire Rockwell Collins. Under the terms of the merger agreement,
each Rockwell Collins shareowner will receive $93.33 per share in cash
and a fraction of a share of UTC common stock equal to the quotient
obtained by dividing $46.67 by the average of the volume-weighted
average price per share of UTC common stock on the NYSE on
each of the 20 consecutive trading days ending with the trading day
immediately prior to the closing date (the “UTC Stock Price”), subject
to adjustment based on a two-way collar mechanism as described
below (the “Stock Consideration”). The cash and UTC stock payable in
exchange for each such share of Rockwell Collins common stock are
collectively the “Merger Consideration.” The fraction of a share of UTC
common stock into which each such share of Rockwell Collins common
stock will be converted is the “Exchange Ratio.” The Exchange Ratio will
be determined based upon the UTC Stock Price. If the UTC Stock Price
is greater than $107.01 but less than $124.37, the Exchange Ratio will
be equal to the quotient of (i) $46.67 divided by (ii) the UTC Stock Price,
which, in each case, will result in the Stock Consideration having a value
equal to $46.67. If the UTC Stock Price is less than or equal to $107.01
or greater than or equal to $124.37, then a two-way collar mechanism
will apply, pursuant to which, (x) if the UTC Stock Price is greater than or
equal to $124.37, the Exchange Ratio will be fixed at 0.37525 and the
value of the Stock Consideration will be greater than $46.67, and (y) if
the UTC Stock Price is less than or equal to $107.01, the Exchange
Ratio will be fixed at 0.43613 and the value of the Stock Consideration
will be less than $46.67. On January 11, 2018, the merger was
approved by Rockwell Collins’ shareowners. We currently expect that
the merger will be completed in the third quarter of 2018, subject to
customary closing conditions, including the receipt of required regula-
tory approvals.

We anticipate that approximately $15 billion will be required to

pay the aggregate cash portion of the Merger Consideration. We

08

2017 Annual Report

expect to fund the cash portion of the Merger Consideration through
debt issuances and cash on hand. We have entered into a $6.5 billion
364-day unsecured bridge loan credit agreement that would be funded
only to the extent certain of the anticipated debt issuances are not com-
pleted prior to the completion of the merger. Additionally, we expect to
assume approximately $7 billion of Rockwell Collins’ outstanding debt
upon completion of the merger. To help manage the cash flow and
liquidity resulting from the proposed acquisition, we have suspended
share repurchases, excluding activity relating to our employee sav-
ings plans. On December 22, 2017 Public Law 115-97 “An Act to
Provide for Reconciliation Pursuant to Titles II and V of the Concurrent
Resolution on the Budget for Fiscal Year 2018” was enacted. This law
is commonly referred to as the Tax Cuts and Jobs Act of 2017 (TCJA).
As we continue to assess the impacts of the TCJA, future opportunities
for repatriation of our non-U.S. earnings, and accelerated de-leveraging,
we may consider, in addition to investments in out operations, limited
additional share repurchases to offset the effects of dilution related to
our stock-based compensation programs — see Note 12.

Discontinued Operations
On November 6, 2015, we completed the sale of Sikorsky to Lockheed
Martin Corp. for approximately $9.1 billion in cash. As noted above, the
results of operations and the related cash flows of Sikorsky have been
reclassified to Discontinued Operations in our Consolidated Statements
of Operations, Comprehensive Income and Cash Flows for all periods
presented. Proceeds from the sale were used to fund $6 billion of share
repurchases through accelerated share repurchase (ASR) agreements
entered into on November 11, 2015. In connection with the sale of
Sikorsky, we made tax payments of approximately $2.5 billion in 2016.
Net income from discontinued operations attributable to common

shareowners for the year ended December 31, 2016 reflects the final
purchase price adjustment for the sale of Sikorsky, and the net effects
of filing Sikorsky’s 2015 tax returns. Net income from discontinued
operations attributable to common shareowners for the year ended
December 31, 2015 includes the gain on the sale of Sikorsky, net of
tax expense, of $3.4 billion and includes $122 million of costs incurred
in connection with the sale. Net income from discontinued operations
attributable to common shareowners also includes income from
Sikorsky’s operations, net of tax expense, of $169 million, including
pension curtailment charges associated with our domestic pension
plans.

RESULTS OF OPERATIONS

Net Sales

(DOLLARS IN MILLIONS)

Net sales

2017

2016

2015

$ 59,837

$ 57,244

$ 56,098

Percentage change year-over-year

5%

2%

(3)%

Management’s Discussion and Analysis

The factors contributing to the total percentage change year-over-

year in total net sales are as follows:

Organic volume

Foreign currency translation

Acquisitions and divestitures, net

Total % Change

2017

4%

—

1%

5%

2016

2 %

(1)%

1 %

2 %

All four segments experienced organic sales growth during
2017. Pratt & Whitney sales were up 9% organically, reflecting higher
commercial aftermarket sales and higher military sales, partially offset by
lower commercial engine sales. Organic sales at UTC Climate, Controls
& Security increased 4%, driven by growth in North America residential
HVAC, global commercial HVAC, and commercial refrigeration sales.
Organic sales at UTC Aerospace Systems grew 2%, primarily driven by
an increase in commercial aerospace aftermarket sales partially offset
by lower commercial aerospace OEM sales. Otis sales increased 2%
organically, reflecting higher service sales in North America and Asia,
and higher new equipment sales growth in North America and Europe,
partially offset by a decline in China.

Three of our four segments experienced organic sales growth
during 2016, as organic sales growth at Pratt & Whitney (6%), UTC
Aerospace Systems (2%), and Otis (1%), was partially offset by a
decline at UTC Climate, Controls & Security (1%). The organic sales
growth at Pratt & Whitney primarily reflects higher commercial aftermar-
ket sales. The organic sales growth at UTC Aerospace Systems was
primarily due to an increase in commercial OEM and aftermarket sales
volume. The organic sales growth at Otis was primarily driven by higher
service sales in the Americas and Asia and higher new equipment sales
in North America partially offset by lower new equipment sales in China.
The decline in sales at UTC Climate, Controls & Security was primarily
driven by declines in commercial HVAC sales in the Middle East and
lower fire products and transport refrigeration sales, partially offset by
growth in North America residential HVAC. The sales increase from net
acquisitions and divestitures was primarily a result of sales from newly
acquired businesses at UTC Climate, Controls & Security.

The organic increase in total cost of products and services sold in
2016 was driven by the organic sales increase noted above, as well as
unfavorable year-over-year contract performance, contract termination
benefits and settlements at Pratt & Whitney, along with unfavorable
commercial OEM mix at UTC Aerospace Systems. This adverse impact
was partially offset by the impact of lower pension expense across
all of the segments and lower commodity costs at UTC Climate, Con-
trols & Security.

Gross Margin

(DOLLARS IN MILLIONS)

Gross margin

Percentage of net sales

2017

2016

2015

$ 15,884

$ 15,784

$ 15,667

26.5%

27.6%

27.9%

The 110 basis point decrease in gross margin as a percentage of

sales in 2017, as compared with 2016, primarily reflects lower gross
margin at Pratt & Whitney (50 basis points) driven by higher negative
engine margin due to unfavorable mix and ramp related costs; a decline
in gross margin at Otis (40 basis points) driven by unfavorable price and
mix, primarily in China; and a decline in gross margin at UTC Climate,
Controls & Security (40 basis points) reflecting adverse price and mix
and the unfavorable impact of a product recall program. These
decreases were partially offset by higher gross margin at UTC Aero-
space Systems (10 basis points) driven by higher commercial
aftermarket volumes.

The 30 basis point decrease in gross margin as a percentage of
sales in 2016, as compared with 2015, is primarily due to lower gross
margin at Pratt & Whitney (60 basis points) driven by unfavorable year-
over-year contract performance and contract termination benefits and
settlements, and an increase in negative engine margin, partially offset
by an increase in gross margin at UTC Aerospace Systems (30 basis
points) primarily attributable to the absence of the prior year unfavorable
impact of significant customer contract negotiations. Lower gross mar-
gin at Otis resulting from unfavorable pricing, was offset by higher gross
margin at UTC Climate, Controls & Security primarily driven by lower
commodities cost.

Cost of Products and Services Sold

Research and Development

(DOLLARS IN MILLIONS)

2017

2016

2015

(DOLLARS IN MILLIONS)

Total cost of products and services sold

$ 43,953

$ 41,460

$ 40,431

Percentage change year-over-year

6%

3%

(1)%

The factors contributing to the total percentage change year-over-

year in total cost of products and services sold are as follows:

Company-funded

Percentage of net sales

Customer-funded

Percentage of net sales

2017

2016

2015

$ 2,387

$ 2,337

$ 2,279

4.0%

4.1%

4.1%

$ 1,479

$ 1,389

$ 1,589

2.5%

2.4%

2.8%

Organic volume

Foreign currency translation

Acquisitions and divestitures, net

Total % Change

2017

6%

—

—

6%

2016

3 %

(1)%

1 %

3 %

The organic increase in total cost of products and services sold in
2017 was primarily driven by the organic sales increases noted above
and higher negative engine margin at Pratt & Whitney due to unfavor-
able mix and ramp-related costs.

Research and development spending is subject to the variable

nature of program development schedules and, therefore, year-over-
year variations in spending levels are expected. The majority of the
company-funded spending is incurred by the aerospace businesses
and relates largely to the next generation engine product family at Pratt
& Whitney and the Embraer E-Jet E2, Bombardier Global 7000/8000,
Mitsubishi Regional Jet, Airbus A320neo and Airbus A350 programs
at UTC Aerospace Systems. In 2017, company-funded research and
development increased 2% driven by continued investment in new

United Technologies Corporation

09

Management’s Discussion and Analysis

products at UTC Climate, Controls & Security (1%) and increased
spending on strategic initiatives at Otis (1%). Customer-funded research
and development increased 6% primarily driven by increased spending
on U.S. Government development programs at Pratt & Whitney, partially
offset by lower spend within UTC Aerospace Systems related to several
commercial and military aerospace programs.

The year-over-year increase in company-funded research and
development (3%) in 2016, compared with 2015, is primarily driven by
higher research and development costs within Pratt & Whitney (2%)
as development programs progress towards certification, and higher
spending at Otis (2%). These increases were partially offset by lower
spend within UTC Aerospace Systems related to several commercial
aerospace programs (1%). Customer-funded research and develop-
ment declined (13%) due primarily to lower spending on U.S.
Government and commercial engine programs at Pratt & Whitney (4%),
and lower spend within UTC Aerospace Systems related to several
commercial and military aerospace programs (9%).

($573 million, 73%) in 2017 compared with 2016 is primarily driven by
$379 million of gains resulting from UTC Climate, Controls & Security’s
sale of its investments in Watsco, Inc. (48%), as well as higher year-over
year foreign exchange gains and losses (9%), and higher year-over-year
gains on the sale of securities (8%) across the UTC businesses.

Other income (expense), net increased $996 million in 2016, com-
pared with 2015, largely driven by the absence of a 2015 charge related
to a Canadian government settlement ($867 million) and the absence of
a 2015 charge for pending and future asbestos claims ($237 million),
partially offset by the absence of a 2015 gain on re-measurement to fair
value of a previously held equity interest in UTC Climate, Controls &
Security joint venture investments ($126 million).

See Note 8 “Accrued Liabilities” of our Consolidated Financial
Statements for further discussion of the charge related to the 2015
Canadian government settlement and Note 18 “Contingent Liabilities”
for further discussion of the 2015 charge for pending and future
asbestos claims.

Selling, General and Administrative

Interest Expense, Net

(DOLLARS IN MILLIONS)

2017

2016

2015

(DOLLARS IN MILLIONS)

Selling, general and administrative

$ 6,183

$ 6,060

$ 5,886

Interest expense

Percentage of net sales

10.3%

10.6%

10.5%

Interest income

2017

2016

$ 1,017

$ 1,161

(108)

(122)

2015

$ 945

(121)

Selling, general and administrative expenses increased 2% in 2017

and reflect an increase in expenses related to recent acquisitions (1%)
and the impact of higher restructuring expenses (1%). The increase also
reflects higher expenses at Pratt & Whitney (2%) driven by increased
headcount and employee compensation related expenses; higher
expenses at Otis (1%) resulting from higher labor and information tech-
nology costs; and higher expenses at UTC Aerospace Systems (1%)
and UTC Climate, Controls & Security (1%) primarily driven by employee
compensation related expenses. These increases were offset by the
absence of a prior year pension settlement charge resulting from
pension de-risking actions (6%).

Selling, general and administrative expenses increased 3% in
2016, compared with 2015, largely driven by a pension settlement
charge resulting from pension de-risking actions (6%) and increased
selling, general and administrative expenses at Otis (2%) reflecting
higher labor and information technology costs. These increases were
partially offset by lower spend at UTC Aerospace Systems (2%) and at
UTC Climate, Controls & Security (1%) primarily driven by lower pension
expense. Pratt & Whitney selling, general and administrative expenses
were flat relative to the prior year as lower pension expense was largely
offset by higher employee compensation related expenses driven by
increased hiring.

Other Income, Net

(DOLLARS IN MILLIONS)

2017

2016

2015

Other income (expense), net

$ 1,358

$ 785

$ (211)

Other income (expense), net includes the operational impact of

equity earnings in unconsolidated entities, royalty income, foreign
exchange gains and losses as well as other ongoing and infrequently
occurring items. The year-over-year increase in other income, net

Interest expense, net

$

909

$ 1,039

$ 824

Average interest expense rate — average
outstanding borrowings during the year:

Short-term borrowings

Total debt

Average interest expense rate — outstanding
borrowings as of December 31:

Short-term borrowings

Total debt

1.1%

3.5%

2.3%

3.5%

1.3%

4.1%

0.6%

3.7%

0.6%

4.1%

0.8%

4.4%

The decrease in interest expense during 2017, as compared
with 2016, was primarily driven by the absence of a net extinguishment
loss of approximately $164 million related to the December 1, 2016
redemption of certain outstanding notes. The unfavorable impact of
the May 4, 2017 and November 1, 2016 issuance of notes representing
$8 billion in aggregate principal was largely offset by the favorable
impact of the significantly lower interest rates on these notes as com-
pared to the 5.375% and 6.125% notes redeemed on December 1,
2016, representing $2.25 billion in aggregate principal, and the favor-
able impact of these early redemptions and the repayment at maturity
of our 1.800% notes due 2017, representing $1.5 billion in aggregate
principal. The average maturity of our long-term debt at December 31,
2017 is approximately 11 years. See Note 9 to our Consolidated
Financial Statements for further discussion of our borrowing activity.

Interest expense was higher in 2016, as compared with 2015, pri-
marily driven by a net extinguishment loss of approximately $164 million
related to the December 1, 2016 redemption of certain outstanding
notes. See Note 9 to our Consolidated Financial Statements for further
discussion. The increase also includes additional interest expense on
higher average outstanding long-term debt, primarily driven by debt
issued in 2016, partially offset by lower average commercial paper
balances and related interest expense.

10

2017 Annual Report

Management’s Discussion and Analysis

The decrease in the weighted-average interest rates for
short-term borrowings for 2017 was primarily due to higher
average Euro-denominated commercial paper borrowings as
compared to 2016. The increase in the weighted-average interest rates
for short-term borrowings for 2016 was primarily due to lower average
commercial paper borrowings relative to other short-term borrowings
as compared to 2015. We had no Euro-denominated commercial paper
borrowing outstanding at December 31, 2017, resulting in the higher
weighted-average interest rate for short-term borrowings as of
December 31, 2017, as compared to December 31, 2016.

Income Taxes

Effective income tax rate

2017

36.6%

2016

23.8%

2015

32.6%

On December 22, 2017 Public Law 115-97 “An Act to Provide for
Reconciliation Pursuant to Titles II and V of the Concurrent Resolution
on the Budget for Fiscal Year 2018” was enacted. This law is commonly
referred to as the Tax Cuts and Jobs Act of 2017 (TCJA).

The 2017 effective tax rate reflects a tax charge of $690 million
attributable to the passage of the TCJA. This amount relates to U.S.
income tax attributable to previously undistributed earnings of UTC’s
international subsidiaries and equity investments, net of foreign tax
credits, and the revaluation of U.S. deferred income taxes. In accor-
dance with Staff Accounting Bulletin 118 (SAB 118) issued on
December 22, 2017, provisional amounts have been recorded for the
U.S. income tax attributable to the TCJA’s deemed repatriation provi-
sion, the revaluation of U.S. deferred taxes and the tax consequences
relating to states with current conformity to the Internal Revenue Code.
Due to the enactment date and tax complexities of the TCJA, the
Company has not completed its accounting related to these items.

The effective income tax rates for 2017, 2016, and 2015 reflect
tax benefits associated with lower tax rates on international earnings.
The expiration of statutes of limitations during 2017 resulted in a
favorable adjustment of $55 million largely offset by the unfavorable
impact related to a retroactive Quebec tax law change enacted on
December 7, 2017 and the absence of certain credits, tax law
changes and audit settlements included in 2016 described below.

The 2016 effective tax rate reflects $206 million of favorable
adjustments related to the conclusion of the review by the Examination
Division of the Internal Revenue Service of both the UTC 2011 and
2012 tax years and the Goodrich Corporation 2011 and 2012 tax years
through the date of its acquisition as well as the absence of 2015 items
described below. In addition, at the end of 2016, France enacted a tax
law change reducing its corporate income tax rate which resulted in a
tax benefit of $25 million.

The effective tax rate for 2015 includes a charge of approximately

$274 million related to the repatriation of certain foreign earnings, the
majority of which were current year earnings. It further includes a favor-
able impact of approximately $45 million related to a non-taxable gain
recorded in the first quarter. France, the U.K. and certain U.S. states
enacted tax law changes in the fourth quarter which resulted in a net
incremental cost of approximately $68 million in 2015.

We currently estimate our full year annual effective income tax

rate in 2018 to be approximately 25.5% excluding restructuring,
non-operational non-recurring items and the refinement of provisional
adjustments related to the TCJA. The annual effective income tax rate
may be impacted by several factors including tax on the Company’s
international activities, which represent approximately 60% of our
earnings. The rate may also change due to additional guidance and
interpretations related to the TCJA. We anticipate some variability in
the tax rate quarter to quarter in 2018 from potential discrete items.

For additional discussion of income taxes and the effective income

tax rate, see “Critical Accounting Estimates — Income Taxes” and
Note 11 to the Consolidated Financial Statements.

Net Income Attributable to Common Shareowners from Continuing
Operations

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

2017

2016

2015

Net income attributable to common
shareowners from continuing operations

Diluted earnings per share from continuing
operations

$ 4,552

$ 5,065

$ 3,996

$

5.70

$

6.13

$

4.53

To help mitigate the volatility of foreign currency exchange rates on

our operating results, we maintain foreign currency hedging programs,
the majority of which are entered into by Pratt & Whitney Canada
(P&WC). In 2017, foreign currency, including hedging at P&WC, had a
favorable impact on our consolidated operational results of $0.13 per
diluted share. In 2016, foreign currency, including hedging at P&WC,
had a favorable impact on our consolidated operational results of $0.05
per diluted share. In 2015, foreign currency generated a net adverse
impact on our consolidated operational results of $0.19 per diluted
share. For additional discussion of foreign currency exposure, see
“Market Risk and Risk Management — Foreign Currency Exposures.”
Net income from continuing operations attributable to common

shareowners for the year ended December 31, 2017 includes restruc-
turing charges, net of tax benefit, of $176 million ($253 million pre-tax)
as well as the net unfavorable impact of significant non-operational
and/or nonrecurring items, net of tax, of $587 million. Non-operational
and/or nonrecurring items include a tax charge in connection with the
passage of the TCJA as described in Note 11, the unfavorable impact
of customer contract matters at Pratt & Whitney, and the unfavorable
impact of a product recall program at UTC Climate, Controls & Security,
partially offset by gains resulting from UTC Climate, Controls &
Security’s sale of its investments in Watsco, Inc. The effect of restruc-
turing charges and nonrecurring items on diluted earnings per share
for 2017 was $0.95 per share.

Net income from continuing operations attributable to common

shareowners for the year ended December 31, 2016 includes restruc-
turing charges, net of tax benefit, of $192 million ($290 million pre-tax)
as well as the net unfavorable impact of significant non-operational
and/or non-recurring items, net of tax, of $203 million. Non-operational
and/or nonrecurring items include a pension settlement charge resulting
from pension de-risking actions, a net extinguishment loss related to the
early redemption of certain outstanding notes, and the unfavorable
impact of customer contract matters at Pratt & Whitney. These items

United Technologies Corporation

11

Management’s Discussion and Analysis

were partially offset by favorable tax adjustments related to the conclu-
sion of the review by the Examination Division of the Internal Revenue
Service of the 2011 and 2012 tax years. The effect of restructuring
charges and non-recurring items on diluted earnings per share for the
year ended December 31, 2016 was $0.48 per share.

Net income attributable to common shareowners from continuing
operations in 2015 includes restructuring charges, net of tax benefit, of
$274 million ($396 million pre-tax) as well as the net unfavorable impact
of significant non-recurring and non-operational items, net of tax ben-
efit, of $1,293 million. Non-operational and/or nonrecurring items
include a charge recorded by Pratt & Whitney resulting from amend-
ments to research and development support arrangements previously
entered into with federal and provincial Canadian government agencies;
the unfavorable impact of customer contract negotiations at UTC Aero-
space Systems; an unfavorable tax adjustment related to the planned
repatriation of certain foreign earnings; and a charge for pending and
future asbestos claims. The effect of restructuring charges on diluted
earnings per share for 2015 was a charge of $0.31 per share, while the
effect of significant non-operational items on diluted earnings per share
for 2015 was a charge of $1.46 per share.

Net (Loss) Income Attributable to Common Shareowners from
Discontinued Operations

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

2017

2016

2015

Net (loss) income attributable to common
shareowners from discontinued operations

Diluted earnings per share from discontinued
operations

$ —

$

(10)

$ 3,612

$—

$ (0.01)

$

4.09

Net loss from discontinued operations attributable to common

shareowners for the year ended December 31, 2016 reflects the final
purchase price adjustment for the sale of Sikorsky, and the net effects
of filing Sikorsky’s 2015 tax returns. Net income from discontinued
operations attributable to common shareowners for the year ended
December 31, 2015 includes the gain on the sale of Sikorsky, net of tax
expense, of $3.4 billion and $122 million of costs incurred in connection
with the sale, as well as income from Sikorsky’s operations, net of tax
expense, of $169 million, including pension curtailment charges associ-
ated with our domestic pension plans.

RESTRUCTURING COSTS

(DOLLARS IN MILLIONS)

2017

2016

2015

Restructuring costs included within continuing
operations

$ 253

$ 290

$ 396

Restructuring costs included within
discontinued operations

Restructuring costs

—

—

139

$ 253

$ 290

$ 535

Restructuring actions are an essential component of our operating

margin improvement efforts and relate to both existing operations and
those recently acquired. Charges generally relate to severance incurred
on workforce reductions and facility exit and lease termination costs
associated with the consolidation of field and manufacturing operations.
We expect the amount of restructuring costs incurred in 2018 to be
consistent with 2017, including trailing costs related to prior actions
associated with our continuing cost reduction efforts and the integration
of acquisitions. We continue to closely monitor the economic environ-
ment and may undertake further restructuring actions to keep our cost
structure aligned with the demands of the prevailing market conditions.
In 2015, restructuring costs included within discontinued operations
included approximately $109 million of net settlement and curtailment
losses for pension benefits.

2017 Actions. During 2017, we recorded net pre-tax restructuring

charges of $176 million relating to ongoing cost reduction actions initi-
ated in 2017. We are targeting to complete in 2018 and 2019 the
majority of the remaining workforce and facility related cost reduction
actions initiated in 2017. Approximately 66% of the total pre-tax charge
will require cash payments, which we have funded and expect to con-
tinue to fund with cash generated from operations. During 2017, we
had cash outflows of approximately $83 million related to the 2017
actions. We expect to incur additional restructuring and other charges
of $122 million to complete these actions. We expect recurring pre-tax
savings to increase over the two-year period subsequent to initiating the
actions to approximately $160 million annually, of which, approximately
$69 million was realized in 2017.

2016 Actions. During 2017 and 2016, we recorded net pre-tax
restructuring charges of $57 million and $242 million, respectively, for
actions initiated in 2016. We are targeting to complete in 2018 the
majority of the remaining workforce and all facility related cost reduction
actions initiated in 2016. Approximately 69% of the total pre-tax charge
will require cash payments, which we have and expect to continue to
fund with cash generated from operations. During 2017, we had cash
outflows of approximately $84 million related to the 2016 actions. We
expect to incur additional restructuring charges of $34 million to com-
plete these actions. We expect recurring pre-tax savings to increase
over the two-year period subsequent to initiating the actions to approxi-
mately $180 million annually.

In addition, during 2017, we recorded net pre-tax restructuring

costs totaling $20 million for restructuring actions initiated in 2015
and prior. For additional discussion of restructuring, see Note 13 to the
Consolidated Financial Statements.

12

2017 Annual Report

Management’s Discussion and Analysis

SEGMENT REVIEW

(DOLLARS IN MILLIONS)

Otis

UTC Climate, Controls & Security

Pratt & Whitney

UTC Aerospace Systems

Total segment

Eliminations and other

General corporate expenses

Consolidated

Net Sales

Operating Profits

Operating Profit Margin

2017

2016

2015

2017

2016

2015

$ 12,341

$ 11,893

$ 11,980

$ 2,021

$ 2,147

$ 2,338

17,812

16,160

14,691

61,004

16,851

14,894

14,465

58,103

16,707

14,082

14,094

56,863

(1,167)

(859)

(765)

—

——

3,300

1,460

2,370

9,151

(38)

(441)

2,956

1,545

2,298

8,946

(368)

(406)

2,936

861

1,888

8,023

(268)

(464)

2017

16.4%

18.5%

9.0%

16.1%

15.0%

2016

18.1%

17.5%

10.4%

15.9%

15.4%

2015

19.5%

17.6%

6.1%

13.4%

14.1%

$ 59,837

$ 57,244

$ 56,098

$ 8,672

$ 8,172

$ 7,291

14.5%

14.3%

13.0%

Commercial Businesses
The financial performance of our commercial businesses can be
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, credit markets and other
global and political factors. UTC Climate, Controls & Security’s finan-
cial performance can also be influenced by production and utilization
of transport equipment, and weather conditions for its residential
business. Geographic and industry diversity across the commercial
businesses help to balance the impact of such factors on our consoli-
dated operating results, particularly in the face of uneven economic
growth. At constant currency and excluding the effect of acquisitions
and divestitures, UTC Climate, Controls & Security equipment orders for
2017 increased 7% in comparison to 2016 driven by growth in transport
refrigeration (17%), commercial HVAC (9%), commercial refrigeration
(8%), and residential HVAC orders (5%). Within the Otis segment, new
equipment orders were flat in comparison to the prior year as order
growth in Europe (8%), and the Americas (2%) was offset by order
declines in Asia (3%) and the Middle East (12%).

Total commercial business sales generated outside the U.S.,
including U.S. export sales, were 63% in both 2017 and 2016. The
following table shows sales generated outside the U.S., including
U.S. export sales, for each of the commercial business segments:

Otis

UTC Climate, Controls & Security

2017

73%

55%

2016

75%

55%

Otis is the world’s largest elevator and escalator manufacturing,

installation and service company. Otis designs, manufactures, sells
and installs a wide range of passenger and freight elevators as well
as escalators and moving walkways. In addition to new equipment,
Otis provides modernization products to upgrade elevators and
escalators as well as maintenance and repair services for both its
products and those of other manufacturers. Otis serves customers
in the commercial and residential property industries around the
world. Otis sells directly to the end customer and through sales
representatives and distributors.

(DOLLARS IN MILLIONS)

Net Sales

Cost of Sales

Operating Expenses and Other

Operating Profits

Organic / Operational

Foreign currency translation

Acquisitions and divestitures, net

Other

Total % change

2017

2016

2015

2017 Compared with 2016

2016 Compared with 2015

Total Increase (Decrease) Year-Over-Year for:

$ 12,341

$ 11,893

$ 11,980

$ 448

8,605

3,736

1,715

8,072

3,821

1,674

8,122

3,858

1,520

533

4 %

7 %

$

(87)

(50)

(1)%

(1)%

$

2,021

$

2,147

$

2,338

$ (126)

(6)%

$ (191)

(8)%

Factors Contributing to Total % Increase (Decrease) Year-Over-Year in:

2017

Cost of
Sales

5%

1%

1%

7%

Operating
Profits

Net Sales

(7)%

1 %

—

—

(6)%

1 %

(2)%

———

——

(1)%

2016

Cost of
Sales

2 %

(3)%

(1)%

Operating
Profits

(7)%

(2)%

1 %

(8)%

Net Sales

2%

——

1%

1%

4%

United Technologies Corporation

13

Management’s Discussion and Analysis

2017 Compared with 2016
The organic sales increase of 2% primarily reflects higher service sales
(1%) driven by growth in North America and Asia, and higher new
equipment sales (1%) driven by growth in North America and Europe,
partially offset by a decline in China.

The operational profit decrease of 7% was driven by:

• unfavorable price and mix (11%), primarily in China
• higher selling, general and administrative expenses (2%),

primarily labor and information technology costs

• higher research and development costs (1%)

These decreases were partially offset by:

• profit contribution from the higher sales volumes noted

above (4%)

• favorable productivity (3%)

2016 Compared with 2015
The organic sales increase of 1% primarily reflects higher service sales
(1%), driven by growth in the Americas and Asia. New equipment sales
growth in the Americas (2%) was offset by a decline in new equipment
sales in China (2%).

The operational profit decrease of 7% was driven by unfavorable

price and mix (12%), primarily in China and Europe; higher selling,
general and administrative expenses (5%), driven by higher labor and
information technology costs; and higher research and development
spending (2%); partially offset by favorable productivity and commodity
costs (combined 8%) and higher volume (4%).

UTC Climate, Controls & Security is a leading provider of heat-

ing, ventilating, air conditioning (HVAC), refrigeration, fire, security and
building automation products, solutions and services for residential,

commercial, industrial and transportation applications. UTC Climate,
Controls & Security provides a wide range of building systems, including
cooling, heating, ventilation, refrigeration, fire and smoke detection, por-
table fire extinguishers, fire suppression, gas and flame safety, intruder
alarms, access control systems, video surveillance and building control
systems. UTC Climate, Controls & Security also provides a broad array
of related building services, including audit, design, installation, system
integration, repair, maintenance, and monitoring services.

UTC Climate, Controls & Security sells its HVAC and refrigeration
solutions directly to end customers, including building contractors and
owners, homeowners, transportation companies, retail stores and food
service companies, and through joint ventures, manufacturer’s repre-
sentatives, distributors, wholesalers, dealers and retail outlets. These
products and services are sold under the Carrier name and other brand
names. UTC Climate, Controls & Security’s security and fire safety
products and services are used by governments, financial institutions,
architects, building owners and developers, security and fire consul-
tants, homeowners and other end-users requiring a high level of
security and fire protection for their businesses and residences. UTC
Climate, Controls & Security provides its security and fire safety prod-
ucts and services under Chubb, Kidde and other brand names and sells
directly to customers as well as through manufacturer’s representatives,
distributors, dealers, value-added resellers and retail distribution.

Certain UTC Climate, Controls & Security HVAC businesses are
seasonal, and sales and service activity can be impacted by weather.
UTC Climate, Controls & Security 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 pric-
ing on UTC Climate, Controls & Security products.

2017

2016

2015

2017 Compared with 2016

2016 Compared with 2015

Total Increase (Decrease) Year-Over-Year for:

$ 17,812

$ 16,851

$ 16,707

12,602

11,700

11,611

5,210

1,910

5,151

2,195

5,096

2,160

$ 961

902

6%

8%

$ 144

89

$

3,300

$

2,956

$

2,936

$ 344

12%

$20

1%

1%

1%

Factors Contributing to Total % Increase (Decrease) Year-Over-Year in:

2017

2016

Net Sales

Cost of
Sales

Operating
Profits

Net Sales

4%

1%

1%

—

—

6%

5%

—

2%

—

1%

8%

—

—

—

(2)%

14 %

12 %

(1)%

(1)%

3 %

——

—

1 %

Cost of
Sales

(1)%

(1)%

3 %

—

1 %

Operating
Profits

5 %

(1)%

1 %

1 %

(5)%

1 %

(DOLLARS IN MILLIONS)

Net Sales

Cost of Sales

Operating Expenses and Other

Operating Profits

Organic / Operational

Foreign currency translation

Acquisitions and divestitures, net

Restructuring costs

Other

Total % change

14

2017 Annual Report

Management’s Discussion and Analysis

2017 Compared with 2016
The organic sales increase of 4% was driven by growth in North
America residential HVAC (1%), global commercial HVAC (1%), and
commercial refrigeration (1%).

Operational profit was consistent with the prior year as the profit
contribution from higher sales volumes, net of adverse price (6%) and
the beneficial impact from restructuring savings (2%), were offset by
the impact of unfavorable mix (6%) and unfavorable contract adjust-
ments related to a large commercial project (1%). The 14% increase
in “other” primarily reflects gains on the sale of investments (16%),
primarily Watsco, Inc., and the absence of prior year acquisition and
integration costs (1%), partially offset by the impact of a product recall
program (3%).

2016 Compared with 2015
Organic sales decreased by 1% driven by declines in commercial HVAC
sales in Europe and the Middle East, fire products, and transport refrig-
eration (combined 1%), partially offset by growth in North America
HVAC (1%).

The 5% operational profit increase was driven by lower commodi-

ties cost (5%) and productivity and restructuring savings (combined
4%), partly offset by the impact of lower sales volume and adverse sales
mix (combined 4%). The 5% decrease in “Other” is driven by the
absence of a prior year gain as a result of a fair value adjustment related
to acquisitions of a controlling interest in joint venture investments (5%).
“Other” also includes current year gains related to the acquisition of a
controlling interest in a joint venture investment in the Middle East and
from the sale of an investment in Australia (combined 1%), which were
offset by a prior year gain from an acquisition of a controlling interest in
another joint venture investment.

Aerospace Businesses
The financial performance of Pratt & Whitney and UTC Aerospace
Systems is directly tied to the economic conditions of the commercial
aerospace and defense aerospace industries. In particular, Pratt &
Whitney experiences intense competition for new commercial airframe/
engine combinations. Engine suppliers may offer substantial discounts
and other financial incentives, performance and operating cost guaran-
tees, and participate in financing arrangements in an effort to compete
for the aftermarket associated with these engine sales. These OEM
engine sales may result in losses on the engine sales, which economi-
cally are recovered through the sales and profits generated over the
engine’s maintenance cycle. At times, the aerospace businesses also
enter into development programs and firm fixed-price development
contracts, which may require the company to bear cost overruns
related to unforeseen technical and design challenges that arise during
the development stage of the program. Customer selections of engines
and components can also have a significant impact on later sales of
parts and service. Predicted traffic levels, load factors, worldwide airline
profits, general economic activity and global defense spending have
been reliable indicators for new aircraft and aftermarket orders within
the aerospace industry. Spare part sales and aftermarket service trends
are affected by many factors, including usage, technological improve-

ments, pricing, regulatory changes and the retirement of older aircraft.
Our commercial aftermarket businesses continue to evolve as an
increasing proportion of our aerospace businesses’ customers are
covered under Fleet Management Programs (FMPs). FMPs are compre-
hensive long-term spare part and maintenance agreements with our
customers. We expect a continued shift to FMPs in lieu of transactional
spare part sales as new engines enter customers’ fleets on FMP and
legacy fleets are retired. In 2017, as compared with 2016, total com-
mercial aerospace aftermarket sales increased 11% at Pratt & Whitney
and 10% at UTC Aerospace Systems.

Our long-term aerospace contracts are subject to strict safety and

performance regulations which can affect our ability to estimate costs
precisely. Contract cost estimation for the development of complex
projects, in particular, requires management to make significant judg-
ments and assumptions regarding the complexity of the work to be
performed, availability of materials, the performance by subcontractors,
the timing of funding from customers and the length of time to complete
the contract. As a result, we review and update our cost estimates on
significant contracts on a quarterly basis, and no less frequently than
annually for all others, and when circumstances change and warrant a
modification to a previous estimate. Changes in estimates relate to the
current period impact of revisions to total estimated contract sales and
costs at completion. We record changes in contract estimates primarily
using the cumulative catch-up method. Operating profits included sig-
nificant net unfavorable changes in aerospace contract estimates of
approximately $110 million and $157 million in 2017 and 2016, respec-
tively, primarily the result of unexpected increases in estimated costs
related to Pratt & Whitney long term aftermarket contracts. Operating
profits included significant net favorable changes in aerospace contract
estimates of approximately $115 million in 2015, primarily representing
favorable contract adjustments at Pratt & Whitney. In accordance with
our revenue recognition policy, losses, if any, on long-term contracts are
provided for when anticipated. There were no material loss provisions
recorded on OEM contracts in continuing operations in 2017 or 2016.

Performance in the general aviation sector is closely tied to the

overall health of the economy. We continue to see growth in a strong
commercial airline industry. Airline traffic, as measured by revenue pas-
senger miles (RPMs), grew approximately 8% in the first eleven months
of 2017.

Our military sales are affected by U.S. Department of Defense
spending levels. However, the sale of Sikorsky during 2015 reduced our
U.S. Government defense-spending exposure. Excluding Sikorsky, total
sales to the U.S. Government were $5.8 billion in 2017, $5.6 billion in
2016, and $5.6 billion in 2015, and were 10% of total UTC sales in
2017, 2016 and 2015. The defense portion of our aerospace business
is also affected by changes in market demand and the global political
environment. Our participation in long-term production and develop-
ment programs for the U.S. Government has contributed positively
to our results in 2017 and is expected to continue to benefit results
in 2018.

As previously disclosed, Pratt & Whitney’s PurePower PW1500G

engine models have been selected by Bombardier to power the new

United Technologies Corporation

15

Management’s Discussion and Analysis

CSeries passenger aircraft, which entered into service on July 15, 2016.
There have been multi-year delays in the development of the CSeries
aircraft. Notwithstanding these delays, Bombardier reports that they
have received over 300 orders for the aircraft and that both the CS100
and CS300 aircraft models have been certified and have entered into
revenue service. We have made various investments in support of the
production and delivery of our PW1500G engines and systems for the
CSeries program, which we currently expect to recover through future
deliveries of PW1500G powered CSeries aircraft. On October 16, 2017,
Bombardier and Airbus announced an agreement to become partners
on the CSeries aircraft program. We will continue to monitor the prog-
ress of the program and our ability to recover our investments, which
we believe would be strengthened by this partnership.

Pratt & Whitney is among the world’s leading suppliers of aircraft

engines for the commercial, military, business jet and general aviation
markets. Pratt & Whitney provides fleet management services and
aftermarket maintenance, repair and overhaul services. Pratt & Whitney
produces and develops families of large engines for wide- and narrow-
body and large regional aircraft in the commercial market and for fighter,
bomber, tanker and transport aircraft in the military market. P&WC is
among the world’s leading suppliers of engines powering general and
business aviation, as well as regional airline, utility and military airplanes,
and helicopters. Pratt & Whitney and P&WC also produce, sell and ser-
vice auxiliary power units for commercial and military aircraft.

The development of new engines and improvements to current

production engines present important growth opportunities. In view of
the risks and costs associated with developing new engines, Pratt &
Whitney has entered into collaboration arrangements in which revenues,
costs and risks are shared with third parties. At December 31, 2017, the
interests of third-party participants in Pratt & Whitney-directed commer-
cial jet engine programs ranged from approximately 14 percent to 50
percent. UTC holds a 61 percent interest in the IAE collaboration with
MTU and JAEC. Pratt & Whitney also holds a 59 percent program share
interest in the IAE LLC collaboration with MTU and JAEC. IAE LLC sells
the PW1100G-JM engine for the Airbus A320neo aircraft and the
PW1400G-JM engine for the Irkut MC-21 aircraft. In addition, Pratt &
Whitney has interests in other engine programs, including a 50 percent
ownership interest in the EA, a joint venture with GE Aviation, which
markets and manufactures the GP7000 engine for the Airbus A380
aircraft. Pratt & Whitney has entered into risk and revenue sharing
arrangements with third parties for 40 percent of the products and
services that Pratt & Whitney is responsible for providing to the EA.
Pratt & Whitney accounts for its interests in the EA joint venture under
the equity method of accounting. See Note 1 to the Consolidated
Financial Statements in our 2017 Annual Report for a description of
our accounting for collaborative arrangements.

Pratt & Whitney produces the PurePower PW1000G Geared
TurboFan engine family, the first of which, the PW1100G-JM, entered
into service in January 2016. The PurePower PW1000G engine has
demonstrated a significant reduction in fuel burn and noise levels with
lower environmental emissions and operating costs than current

16

2017 Annual Report

production engines. The PW1100G-JM engine is offered on the
Airbus A320neo family of aircraft. PurePower PW1000G engine models
also power Bombardier’s CSeries passenger aircraft. Additionally, the
PurePower PW1000G engine models have been selected to power
the new Mitsubishi Regional Jet, the new Irkut MC-21 passenger air-
craft and Embraer’s E-Jet family of aircraft. The Irkut MC-21 and
Embraer’s E-Jet family aircraft are scheduled to enter service in 2018.
The Mitsubishi Regional Jet is scheduled to enter service in 2020.
As previously disclosed, Gulfstream announced the selection of the
PurePower PW 800 engine to exclusively power Gulfstream’s new
G500 and G600 business jets scheduled to enter service in 2018.
P&WC’s PurePower PW 800 engine has also been selected to power
the new Falcon business jet by Dassault Aviation. P&WC has developed
and certified the PW210 engine family for helicopters manufactured
by Sikorsky and Leonardo Helicopters. Pratt & Whitney continues to
enhance its programs through performance improvement measures
and product base expansion. The success of these aircraft and engines
is dependent upon many factors, including technological accomplish-
ments, program execution, aircraft demand, and regulatory approval.
As a result of these factors, as well as the level of success of aircraft
program launches by aircraft manufacturers and other conditions,
additional investment in these engine programs may be required.

In 2017, Pratt & Whitney’s commercial products supported engine
certification of the PW1200G and PW 1700G for the Mitsubishi Regional
Jet and Embraer E190-E2 and E-195-E2, the first flight of the Irkut
MC21. Pratt & Whitney Canada has developed and received European
Aviation Safety Agency (EASA) and the Federal Aviation Administration
(FAA) Type Certifications for the PurePower PW800 turbofan engine for
the Gulfstream G500 and G600 aircraft. Also during the year, the Pratt &
Whitney F-135 program experienced the first engine delivery from the
Japan Final Assembly and Check Out facility and the Israeli Air Force
achieved initial operational capability for their F-35I ‘Adir’ fleet. The mili-
tary business also supported FAR Part 25 aircraft certification for the
Boeing Tanker KC-46A aircraft.

Pratt & Whitney is under contract with the U.S. Government’s F-35
Joint Program Office to produce and sustain the F135 engine to power
the single-engine F-35 Lightning II aircraft (commonly known as the
Joint Strike Fighter) being produced by Lockheed Martin. The two F135
propulsion system configurations for the F-35A, F-35B and F-35C jets
are used by the U.S. Air Force, U.S. Marine Corps and U.S. Navy,
respectively. F135 engines are also used on F-35 aircraft purchased by
Joint Strike Fighter partner countries and foreign military sales countries.
Pratt & Whitney’s products are sold principally to aircraft manufac-

turers, airlines and other aircraft operators, aircraft leasing companies
and the U.S. and foreign governments. Pratt & Whitney’s products and
services must adhere to strict regulatory and market-driven safety and
performance standards. The frequently changing nature of these stan-
dards, along with the long duration of aircraft engine development,
production and support programs, creates uncertainty regarding engine
program profitability.

(DOLLARS IN MILLIONS)

Net Sales

Cost of Sales

Operating Expenses and Other

Operating Profits

Organic* / Operational*

Foreign currency (including P&WC net hedging)*

Acquisitions and divestitures, net

Restructuring costs

Other

Total % change

Management’s Discussion and Analysis

2017

2016

2015

2017 Compared with 2016

2016 Compared with 2015

$ 16,160

$ 14,894

$ 14,082

$ 1,266

12,984

11,805

10,910

1,179

9 %

10 %

$ 812

895

6%

8%

Total Increase (Decrease) Year-Over-Year for:

3,176

1,716

3,089

1,544

3,172

2,311

$

1,460

$

1,545

$

861

$

(85)

(6)%

$ 684

79%

Factors Contributing to Total % Increase (Decrease) Year-Over-Year in:

2017

Cost of
Sales

12 %

—

—

(1)%

(1)%

10 %

Operating
Profits

Net Sales

(9)%

9 %

(1)%

7 %

(12)%

(6)%

6%

—

——

—

—

6%

2016

Cost of
Sales

9 %

(1)%

—

—

8 %

Operating
Profits

(28)%

10 %

—

(1)%

98 %

79 %

Net Sales

9 %

1 %

—

—

(1)%

9 %

* As discussed further in the “Business Overview” and “Results of Operations” sections, for Pratt & Whitney only, the transactional impact of foreign

exchange hedging at P&WC has been netted against the translational foreign exchange impact for presentation purposes in the above table. For all other
segments, these foreign exchange transactional impacts are included within the organic sales/operational operating profit caption in their respective
tables. Due to its significance to Pratt & Whitney’s overall operating results, we believe it is useful to segregate the foreign exchange transactional impact
in order to clearly identify the underlying financial performance.

2017 Compared with 2016
The organic sales increase of 9% primarily reflects higher commercial
aftermarket sales (8%) and higher military sales (4%), partially offset by
lower commercial engine sales (2%), unfavorable year-over-year con-
tract settlements (1%), and the absence of prior year sales of legacy
hardware (1%). The 1% decrease in Other reflects the year-over-year
impact of customer contract matters.

The operational profit decrease of 9% was primarily driven by:

• lower OEM profit contribution (26%) reflecting higher negative
engine margin and other ramp-related costs and lower volume
at P&WC partially offset by the profit contribution from higher
military sales

• higher selling, general and administrative expenses and research

and development costs (8%)

• unfavorable year-over-year contract settlements (5%)
• the absence of prior year sales of legacy hardware (3%)

These decreases were partially offset by:

• higher aftermarket profit contribution (28%) driven by increases

in both commercial and military aftermarket sales
• the favorable impact of a licensing agreement (3%)
• lower pension expense (2%)

The 12% decrease in Other primarily reflects the year-over-year
impact of customer contract matters (7%), the absence of the favorable
impact of a prior year program termination (2%), and the absence of a
prior year benefit from the licensing of certain intellectual property
rights (2%).

2016 Compared with 2015
The organic sales increase of 6% primarily reflects higher commercial
aftermarket sales (8%), and higher military engine and aftermarket sales
(2%), partially offset by unfavorable year-over-year contract perfor-
mance, contract termination benefits and contract settlements (2%) and
lower commercial engine sales volume (1%).

Pratt & Whitney’s operating profit includes lower pension cost and

restructuring savings across its businesses. The operational profit
decrease of 28% was primarily driven by:

• unfavorable year-over-year contract adjustments, contract

termination benefits and contract settlements (38%)

• higher research and development spending (6%)
• lower large commercial engine profit contribution (8%) primarily

driven by higher negative engine margin

• lower profit contribution at P&WC (3%) primarily driven by

lower volume

• the absence of prior year licensing arrangements (5%)
• lower military engine profit contribution (1%) driven by adverse
engine mix, partially offset by profit contribution from higher
military aftermarket sales

These decreases were partially offset by:

• profit contribution from strong commercial aftermarket

volume (33%)

• sales of legacy hardware (3%)

“Other” primarily reflects the absence of a prior year charge

resulting from amendments to research and development support
arrangements previously entered into with federal and provincial
Canadian government agencies (101%), partially offset by the
year-over-year profit impact associated with customer contract
negotiations (2%).

United Technologies Corporation

17

Management’s Discussion and Analysis

UTC Aerospace Systems is a leading global provider of techno-

logically advanced aerospace products and aftermarket service
solutions for aircraft manufacturers, airlines, regional, business and gen-
eral aviation markets, military, space and undersea operations. UTC
Aerospace Systems’ product portfolio includes electric power genera-
tion, power management and distribution systems, air data and aircraft
sensing systems, engine control systems, intelligence, surveillance and
reconnaissance systems, engine components, environmental control
systems, fire and ice detection and protection systems, propeller sys-

tems, engine nacelle systems, including thrust reversers and mounting
pylons, interior and exterior aircraft lighting, aircraft seating and cargo
systems, actuation systems, landing systems, including landing gear,
wheels and brakes, and space products and subsystems. Aftermarket
services include spare parts, overhaul and repair, engineering and tech-
nical support and fleet management solutions. UTC Aerospace
Systems sells aerospace products to aircraft manufacturers, airlines
and other aircraft operators, the U.S. and foreign governments, mainte-
nance, repair and overhaul providers, and independent distributors.

2017

2016

2015

2017 Compared with 2016

2016 Compared with 2015

Total Increase (Decrease) Year-Over-Year for:

$ 14,691

$ 14,465

$ 14,094

10,733

10,607

10,533

3,958

1,588

3,858

1,560

3,561

1,673

$ 226

126

2%

1%

$ 371

74

3%

1%

$

2,370

$

2,298

$

1,888

$

72

3%

$ 410

22%

Factors Contributing to Total % Increase (Decrease) Year-Over-Year in:

2017

Cost of
Sales

2 %

(1)%

—

—

Net Sales

2%

——

—

—

—

2%

1 %

Operating
Profits

Net Sales

5 %

—

(1)%

(1)%

—

3 %

2%

—

——

——

1%

3%

2016

Cost of
Sales

3 %

(1)%

(1)%

1 %

Operating
Profits

(3)%

3 %

—

3 %

19 %

22 %

The organic decrease in operational profit of 3% primarily reflects:

• the absence of the favorable impact from prior year customer

contract negotiations, dispute resolution, contract terminations
and other settlements (8%)

• lower military profit contribution (4%) driven primarily by lower

sales volume

• lower commercial aerospace OEM profit contribution (4%),

primarily due to adverse mix

These decreases were partially offset by:

• lower pension costs (8%)
• higher commercial aftermarket profit contribution (5%)
• lower research and development costs (1%)

“Other” primarily represents the absence of the prior year unfavor-
able impact from significant customer contract negotiations (16%) and
the absence of a prior year impairment of certain assets held for sale
(3%).

(DOLLARS IN MILLIONS)

Net Sales

Cost of Sales

Operating Expenses and Other

Operating Profits

Organic / Operational

Foreign currency translation

Acquisitions and divestitures, net

Restructuring costs

Other

Total % change

2017 Compared with 2016
The organic sales growth of 2% primarily reflects an increase in com-
mercial aerospace aftermarket sales (3%), partially offset by lower
commercial aerospace OEM sales (1%).

The increase in operational profit of 5% primarily reflects:

• higher commercial aerospace profit contribution driven by the

commercial aftermarket sales growth noted above partially offset
by lower commercial aerospace OEM profit contribution
(net, 7%)

• lower pension costs (2%)

These increases were partially offset by higher selling, general, and

administrative expenses (3%).

2016 Compared with 2015
The organic sales growth of 2% primarily reflects an increase in com-
mercial aerospace OEM and commercial aftermarket sales volume
(3%), partially offset by lower military OEM and military aftermarket
sales volume (1%). “Other” represents the absence of the prior year
unfavorable impact of significant customer contract negotiations (1%).

18

2017 Annual Report

Eliminations and other

(DOLLARS IN MILLIONS)

Eliminations and other

General corporate expenses

Eliminations and other reflects the elimination of sales, other
income and operating profit transacted between segments, as well as
the operating results of certain smaller businesses. The year-over-year
increase in the amount of sales eliminations in 2017 as compared with
2016 reflects an increase in the amount of inter-segment sales elimina-
tions, principally between our aerospace businesses. The year-over-
year increase in operating profit for 2017 as compared with 2016 is
largely driven by the absence of a $423 million pension settlement
charge resulting from pension de-risking actions taken in the prior year,
partially offset by transaction costs related to the merger agreement
with Rockwell Collins, and an increase in the amount of inter-segment
eliminations between our aerospace businesses. The year-over-year
increase in general corporate expenses for 2017, as compared with
2016 primarily reflects higher expenses related to salaries, wages and
employee benefits.

The change in sales in 2016, as compared with 2015, reflects an
increase in the amount of inter-segment sales eliminations, principally
between our aerospace businesses. The year-over-year decrease in
operating profit for 2016 as compared with 2015 is largely driven by
a $423 million pension settlement charge resulting from pension
de-risking actions, partially offset by the absence of a $237 million
charge taken in 2015 for pending and future asbestos claims and higher
proceeds from the sale of marketable securities of $47 million. The year-
over-year decline in general corporate expenses for 2016, as compared
with 2015 primarily reflects lower expenses related to salaries, wages
and employee benefits.

LIQUIDITY AND FINANCIAL CONDITION

(DOLLARS IN MILLIONS)

Cash and cash equivalents

Total debt

Net debt (total debt less cash and cash equivalents)

Total equity

Total capitalization (total debt plus total equity)

Net capitalization (total debt plus total equity less cash and
cash equivalents)

Total debt to total capitalization

Net debt to net capitalization

2017

2016

$

8,985

$

7,157

27,485

18,500

31,421

58,906

23,901

16,744

29,169

53,070

49,921

45,913

47%

37%

45%

36%

We assess our liquidity in terms of our ability to generate cash to

fund our operating, investing and financing activities. Our principal
source of liquidity is operating cash flows from continuing operations,
which, after netting out capital expenditures, we target to equal or
exceed net income attributable to common shareowners from
continuing operations. For 2018, we expect this to approximate
$4.5 billion to $5.0 billion. In addition to operating cash flows, other
significant factors that affect our overall management of liquidity include:
capital expenditures, customer financing requirements, investments in

Management’s Discussion and Analysis

Net Sales

Operating Profits

2017

2016

2015

2017

2016

2015

$ (1,167)

$ (859)

$ (765)

$

(38)

$ (368)

$ (268)

—

——

(441)

(406)

(464)

businesses, dividends, common stock repurchases, pension funding,
access to the commercial paper markets, adequacy of available bank
lines of credit, redemptions of debt, and the ability to attract long-term
capital at satisfactory terms.

Our domestic pension funds experienced a positive return on

assets of 15.0% during 2017. Approximately 90% of these domestic
pension plans’ funds are invested in readily-liquid investments, including
equity, fixed income, asset-backed receivables and structured prod-
ucts. The balance of these domestic pension plans’ funds (10%) is
invested in less-liquid but market-valued investments, including real
estate and private equity. As part of our long-term strategy to de-risk
our defined benefit pension plans, we made discretionary contributions
of approximately $1.9 billion to our domestic defined benefit pension
plans in the quarter ended September 30, 2017. Across our global
pension plans, the impact of changing the structure of our significant
domestic plans to segregate active participants and inactive partici-
pants, 2017 actual returns on plan assets, pension contributions and
lower discount rates for interest costs, partially offset by lower discount
rates for pension obligations and a reduction in the expected return on
plan assets, will result in a net periodic pension benefit in 2018 that is
approximately $200 million favorable relative to 2017 amounts.

In 2016, as part of our long-term strategy to de-risk our defined

benefit pension plans, we entered into an agreement to purchase a
group annuity contract to transfer approximately $768 million of our
outstanding pension benefit obligations related to certain U.S. retirees
or beneficiaries. We also offered certain former U.S. employees or
beneficiaries (generally all former U.S. participants not yet in receipt of
their vested pension benefits) an option to take a one-time lump-sum
distribution in lieu of future monthly pension payments, which reduced
our pension benefit obligations by approximately $935 million as of
December 31, 2016. These transactions reduced the assets of our
defined benefit pension plans by approximately $1.5 billion. As a result
of these transactions, we recognized a one-time pre-tax pension settle-
ment charge of approximately $423 million in the fourth quarter of 2016.
See Note 12 to the Consolidated Financial Statements for further
discussion.

Historically, our strong debt ratings and financial position have
enabled us to issue long-term debt at favorable market rates. Our ability
to obtain debt financing at comparable risk-based interest rates is partly
a function of our existing debt-to-total-capitalization level as well as our
credit standing. Our debt-to-total-capitalization increased 200 basis
points from 45% at December 31, 2016 to 47% at December 31, 2017
primarily reflecting additional borrowings in 2017 used to fund the dis-
cretionary contributions to our domestic defined benefit pension plans,
share repurchases and other general corporate purposes. The average
maturity of our long-term debt at December 31, 2017 is approximately
11 years. We use our commercial paper borrowings for general

United Technologies Corporation

19

Management’s Discussion and Analysis

corporate purposes, including the funding of potential acquisitions, dis-
cretionary pension contributions, debt refinancing, dividend payments
and repurchases of our common stock. The need for commercial paper
borrowings arises when the use of domestic cash for general corporate
purposes exceeds the sum of domestic cash generation and foreign
cash repatriated to the U.S.

On September 4, 2017, we announced that we had entered into
a merger agreement with Rockwell Collins, under which we agreed to
acquire Rockwell Collins. Under the terms of the merger agreement,
each Rockwell Collins shareowner will receive $93.33 per share in cash
and a fraction of a share of UTC common stock equal to the quotient
obtained by dividing $46.67 by the average of the volume-weighted
average prices per share of UTC common stock on the NYSE on
each of the 20 consecutive trading days ending with the trading day
immediately prior to the closing date (the “UTC Stock Price”), subject
to adjustment based on a two-way collar mechanism as described
below (the “Stock Consideration”). The cash and UTC stock payable in
exchange for each such share of Rockwell Collins common stock are
collectively the “Merger Consideration.” The fraction of a share of UTC
common stock into which each such share of Rockwell Collins common
stock will be converted is the “Exchange Ratio.” The Exchange Ratio will
be determined based upon the UTC Stock Price. If the UTC Stock Price
is greater than $107.01 but less than $124.37, the Exchange Ratio will
be equal to the quotient of (i) $46.67 divided by (ii) the UTC Stock Price,
which, in each case, will result in the Stock Consideration having a value
equal to $46.67. If the UTC Stock Price is less than or equal to $107.01
or greater than or equal to $124.37, then a two-way collar mechanism
will apply, pursuant to which, (x) if the UTC Stock Price is greater than
or equal to $124.37, the Exchange Ratio will be fixed at 0.37525 and
the value of the Stock Consideration will be greater than $46.67, and
(y) if the UTC Stock Price is less than or equal to $107.01, the Exchange
Ratio will be fixed at 0.43613 and the value of the Stock Consideration
will be less than $46.67. On January 11, 2018, the merger was
approved by Rockwell Collins’ shareowners. We currently expect that
the merger will be completed in the third quarter of 2018, subject to
customary closing conditions, including the receipt of required regula-
tory approvals.

We anticipate that approximately $15 billion will be required to

pay the aggregate cash portion of the Merger Consideration. We
expect to fund the cash portion of the Merger Consideration through
debt issuances and cash on hand. Additionally, we have entered into a
$6.5 billion 364-day unsecured bridge loan credit agreement that would
be funded only to the extent certain anticipated debt issuances are not
completed prior to the completion of the merger. We expect to assume
approximately $7 billion of Rockwell Collins’ outstanding debt. To help
manage the cash flow and liquidity impact resulting from the proposed
acquisition, we have suspended share repurchases, excluding activity
relating to our employee savings plans. As we continue to assess the
impacts of the TCJA, future opportunities for repatriation of our non-
U.S. earnings, and accelerated de-leveraging, we may consider, in
addition to investments in our operations, limited additional share

20

2017 Annual Report

repurchases to offset the effects of dilution related to our stock-based
compensation programs — see Note 12.

On November 13, 2017, we issued e750 million aggregate princi-
pal amount of floating rate notes due 2019. The net proceeds from this
debt issuance were used to fund the repayment of commercial paper
and for other general corporate purposes.

On May 4, 2017, we issued $1.0 billion aggregate principal amount

of 1.900% notes due 2020, $500 million aggregate principal amount
of 2.300% notes due 2022, $800 million aggregate principal amount of
2.800% notes due 2024, $1.1 billion aggregate principal amount of
3.125% notes due 2027 and $600 million aggregate principal amount
of 4.050% notes due 2047. The net proceeds received from these debt
issuances were used to fund the repayment at maturity of our 1.800%
notes due 2017, representing $1.5 billion in aggregate principal and
other general corporate purposes.

On December 1, 2016, we redeemed all outstanding 5.375%
notes due in 2017, representing $1.0 billion in aggregate principal, and
all outstanding 6.125% notes due in 2019, representing $1.25 billion
in aggregate principal, under our redemption notice issued on
November 1, 2016. A combined net extinguishment loss of approxi-
mately $164 million was recognized within Interest expense, net in the
accompanying Consolidated Statement of Operations.

On November 1, 2016, we issued $650 million aggregate principal

amount of 1.500% notes due 2019, $750 million aggregate principal
amount of 1.950% notes due 2021, $1,150 million aggregate principal
amount of 2.650% notes due 2026, $1,100 million aggregate principal
amount of 3.750% notes due 2046 and $350 million aggregate principal
amount of floating rate notes due 2019. We used the net proceeds
received from these issuances to fund the redemption price of the
5.375% notes due 2017 and the 6.125% notes due 2019, to fund
the repayment of commercial paper, and for other general corporate
purposes.

On February 22, 2016, we issued e950 million aggregate principal

amount of 1.125% notes due 2021, e500 million aggregate principal
amount of 1.875% notes due 2026 and e750 million aggregate princi-
pal amount of floating rate notes due 2018. The net proceeds from
these debt issuances were used for general corporate purposes.
On November 6, 2015, we completed the sale of Sikorsky to

Lockheed Martin Corp. for approximately $9.1 billion in cash. In
connection with the sale of Sikorsky, we made tax payments of approxi-
mately $2.5 billion in 2016. On November 11, 2015, we entered into
ASR agreements to repurchase an aggregate of $6 billion of our com-
mon stock utilizing the net after-tax proceeds from the sale of Sikorsky.
Under the terms of the ASR agreements, we made the aggregate
payments and received an initial delivery of approximately 51.9 million
shares of our common stock, representing approximately 85% of the
shares expected to be repurchased. In 2016, the shares associated
with the remaining portion of the aggregate purchase were settled upon
final delivery to us of approximately 10.1 million additional shares of
common stock.

On March 13, 2015, we entered into ASR agreements to repur-
chase an aggregate of $2.65 billion of our common stock, which was

largely funded by our commercial paper borrowings. Under the terms of
the ASR agreements, we made the aggregate payments and received
an initial delivery of approximately 18.6 million shares of our common
stock, representing approximately 85% of the shares expected to be
repurchased. On July 31, 2015, the shares associated with the remain-
ing portion of the aggregate purchase were settled upon final delivery of
approximately 4.2 million additional shares of common stock.

At December 31, 2017, we had revolving credit agreements with

various banks permitting aggregate borrowings of up to $4.35 billion
pursuant to a $2.20 billion revolving credit agreement and a $2.15 billion
multicurrency revolving credit agreement, both of which expire in
August 2021. As of December 31, 2017 and 2016, there were no bor-
rowings under either of these revolving credit agreements. The undrawn
portions of our revolving credit agreements are also available to serve
as backup facilities for the issuance of commercial paper. As of
December 31, 2017, our maximum commercial paper borrowing
authority was $4.35 billion.

At December 31, 2017, approximately 90% of our cash was held
by UTC’s foreign subsidiaries, due to our extensive international opera-
tions. We manage our worldwide cash requirements by reviewing
available funds among the many subsidiaries through which we conduct
our business and the cost effectiveness with which those funds can be
accessed. As previously discussed, on December 22, 2017, the TCJA
was enacted. Prior to enactment of the TCJA, with few exceptions, the
Company had intended to reinvest its undistributed foreign earnings
permanently outside the U.S. or to repatriate the earnings only when it
was tax effective to do so. Due to the inherent complexities in determin-
ing any remaining U.S. federal and state taxes and the non-U.S. taxes
that may be due if these earnings were remitted to the U.S., we are
evaluating our intention with regards to these undistributed earnings.

We continue to be involved in litigation with the German Tax Office

in the German Tax Court with respect to certain tax benefits that we
have claimed related to a 1998 reorganization of the corporate structure
of Otis operations in Germany. We made tax and interest payments of
approximately $300 million during 2015 to avoid additional interest
accruals while we continue to litigate this matter. We do not expect to
make significant additional tax or interest payments pending final resolu-
tion of this matter. See Note 18 for a further discussion of this German
tax litigation.

On occasion, we are required to maintain cash deposits with cer-

tain banks with respect to contractual obligations related to acquisitions
or divestitures or other legal obligations. As of December 31, 2017,
2016 and 2015, the amount of such restricted cash was approximately
$33 million, $32 million and $45 million, respectively.

We believe our future operating cash flows will be sufficient to meet
our future operating cash needs. Further, we continue to have access to
the commercial paper markets and our existing credit facilities, and our
ability to obtain debt or equity financing, as well as the availability under
committed credit lines, provides additional potential sources of liquidity
should they be required or appropriate.

Management’s Discussion and Analysis

Cash Flow — Operating Activities of Continuing Operations

(DOLLARS IN MILLIONS)

2017

2016

2015

Net cash flows provided by operating activities
of continuing operations

$ 5,631

$ 6,412

$ 6,755

2017 Compared with 2016
As part of our long-term strategy to de-risk our defined benefit pension
plans, we made discretionary contributions of approximately $1.9 billion
to our domestic defined benefit pension plans in the quarter ended
September 30, 2017. Including the effects of this contribution, cash
generated from operating activities of continuing operations in 2017
was $781 million lower than 2016. Lower net income and the higher
global pension contributions were partially offset by lower investments
in working capital of approximately $1.1 billion and approximately
$0.6 billion favorable Other operating activities, net. The 2017 Other
operating activities, net was driven by increases in net noncurrent
income tax liabilities resulting from the TCJA enacted in December 2017
as discussed above, partially offset by gains on sales of investments
included in net income, including UTC Climate, Controls & Security’s
sale of investments in Watsco, Inc.

The 2017 cash outflows for working capital ($52 million) were pri-

marily driven by increases in inventories of approximately $1.1 billion,
primarily in our aerospace businesses supporting an increase in fore-
casted OEM deliveries and related aftermarket demand, and including
approximately $200 million of inventory costs attributable to new engine
offerings recognized based on the average cost per unit expected over
the life of each contract using the units-of-delivery method of percent-
age of completion accounting, as discussed in Note 6. Accounts
receivable increases at Pratt & Whitney were partially offset by declines
at UTC Climate, Controls & Security. Factoring activity provided an
increase of approximately $700 million in cash generated from operat-
ing activities of continuing operations in 2017, as compared to the prior
year period. This increase does not reflect the factoring of certain aero-
space receivables performed at customer request for which we are
compensated by the customer for the extended payment cycle. These
investments were largely offset by the net increase in accrued liabilities
and accounts payable of approximately $1.6 billion, primarily driven by
production volumes at Pratt & Whitney.

For 2016, cash outflows for working capital ($1,161 million) were
primarily driven by increases in inventory in our aerospace businesses
to support deliveries and other contractual commitments, including
approximately $220 million of inventory costs attributable to new engine
offerings recognized based on the average cost per unit expected over
the life of each contract using the units-of-delivery method of percent-
age of completion accounting, as discussed in Note 6. Increases in
accounts receivable at Pratt & Whitney and our commercial businesses
were partially offset by increases in accounts payable and accrued
liabilities across all of our businesses.

The funded status of our defined benefit pension plans is depen-
dent upon many factors, including returns on invested assets, the level
of market interest rates and actuarial mortality assumptions. We can
contribute cash or UTC shares to our plans at our discretion, subject to
applicable regulations. Total cash contributions to our global defined

United Technologies Corporation

21

Management’s Discussion and Analysis

benefit pension plans were $2,112 million, $303 million and $147 million
during 2017, 2016 and 2015, respectively. In 2015, we made noncash
contributions of $250 million in UTC common stock to our defined ben-
efit pension plans. As of December 31, 2017, the total investment by
the global defined benefit pension plans in our securities was approxi-
mately 1% of total plan assets. Our domestic defined benefit pension
plans are approximately 101% funded on a projected benefit obligation
basis as of December 31, 2017, and we are not required to make addi-
tional contributions through the end of 2028. We expect to make total
contributions of approximately $100 million to our global defined benefit
pension plans in 2018. Contributions to our global defined benefit pen-
sion plans in 2018 are expected to meet or exceed the current funding
requirements.

2016 Compared with 2015
Cash generated from operating activities of continuing operations in
2016 was approximately $343 million lower than 2015, driven primarily
by $392 million higher investment in working capital, $156 million higher
contributions to our global defined benefit pension plans, and the first
of four annual payments of $237 million related to the 2015 Canadian
government settlement; partially offset by the absence of the noncash
portion of other infrequently occurring items, as discussed in Results
of Operations, which are included in Other operating activities, net
in the Consolidated Statement of Cash Flows for the year ended
December 31, 2015. The 2016 cash outflows for working capital were
primarily driven by increases in inventory in our aerospace businesses
to support deliveries and other contractual commitments, including
approximately $220 million of inventory costs attributable to new engine
offerings recognized based on the average cost per unit expected over
the life of each contract using the units-of-delivery method of percent-
age of completion accounting, as discussed in Note 6. Increases in
accounts receivable at Pratt & Whitney and our commercial businesses
were partially offset by increases in accounts payable and accrued
liabilities across all of our businesses. For 2015, cash outflows for
working capital were primarily driven by increases in inventory in our
aerospace businesses to support deliveries and other contractual com-
mitments, and were partially offset by increases in accounts payable
and accrued liabilities in these businesses. Increases in accounts
receivable in our commercial businesses were largely offset by
increases in accounts payable and customer advances in these busi-
nesses. Reductions in accrued liabilities also include payments of
interest and taxes of approximately $300 million related to the German
tax matter, as discussed in Note 18.

Cash Flow — Investing Activities of Continuing Operations

(DOLLARS IN MILLIONS)

2017

2016

2015

Net cash flows used in investing activities of
continuing operations

$ (3,019)

$ (2,509)

$ (2,794)

2017 Compared with 2016
Cash flows used in investing activities of continuing operations for 2017
and 2016 primarily reflect capital expenditures, cash investments in
customer financing assets, cash investments in businesses, and pay-
ments related to our collaboration intangible assets and contractual

22

2017 Annual Report

rights to provide product on new aircraft platforms. In 2017, we realized
net proceeds of $596 million from UTC Climate, Controls & Security’s
sale of investments in Watsco, Inc.

In 2017, we increased our collaboration intangible assets by
approximately $380 million, of which approximately $340 million repre-
sented payments made under our 2012 agreement to acquire
Rolls-Royce’s ownership and collaboration interests in IAE. Capital
expenditures for 2017 ($2,014 million) primarily relate to investments in
production capacity at Pratt & Whitney and UTC Aerospace Systems,
as well as new facilities at Pratt & Whitney and UTC Climate, Controls &
Security. Cash investments in businesses in 2017 ($231 million) con-
sisted of a number of small acquisitions, primarily in our commercial
businesses. Other than the merger with Rockwell Collins discussed
above, we do not expect to make significant investments in acquisitions
in 2018. However, actual acquisition spending may vary depending
upon the timing, availability and appropriate value of acquisition oppor-
tunities. We expect capital expenditures in 2018 to be consistent with
2017 levels.

As discussed in Note 14 to the Consolidated Financial Statements,
we enter into derivative instruments for risk management purposes only,
including derivatives designated as hedging instruments under the
Derivatives and Hedging Topic of the Financial Accounting Standards
Board (FASB) Accounting Standards Codification (ASC) and those uti-
lized as economic hedges. We operate internationally and, in the normal
course of business, are exposed to fluctuations in interest rates, foreign
exchange rates and commodity prices. These fluctuations can increase
the costs of financing, investing and operating the business. We have
used derivative instruments, including swaps, forward contracts and
options to manage certain foreign currency, interest rate and commod-
ity price exposures. During the years ended December 31, 2017 and
2016, we made net cash payments of approximately $317 million and
had net cash receipts of approximately $249 million, respectively, from
the settlement of these derivative instruments.

Customer financing activities, primarily driven by additional Geared
Turbofan engines to support customer fleets, were a net use of cash of
$975 million and $221 million in 2017 and 2016, respectively. We
expect 2018 investments in customer financing assets to be slightly
higher than 2017 investments, as we continue to invest in commercial
aircraft engines and products under lease. While we expect that 2018
customer financing activity will be a net use of funds, actual funding is
subject to usage under existing customer financing commitments dur-
ing the year. We may also arrange for third-party investors to assume
a portion of our commitments. At December 31, 2017, we had com-
mercial aerospace financing and other contractual commitments of
approximately $15.3 billion related to commercial aircraft and certain
contractual rights to provide product on new aircraft platforms, of which
as much as $1.3 billion may be required to be disbursed during 2018.
As discussed in Note 1 to the Consolidated Financial Statements, we
have entered into certain collaboration arrangements, which may
include participation by our collaborators in these commitments. At
December 31, 2017, our collaborators’ share of these commitments
was approximately $5.1 billion of which as much as $374 million may

Management’s Discussion and Analysis

be required to be disbursed to us during 2018. Refer to Note 5 to the
Consolidated Financial Statements for additional discussion of our
commercial aerospace industry assets and commitments.

2016 Compared with 2015
Cash flows used in investing activities of continuing operations for 2016
and 2015 primarily reflect capital expenditures, cash investments in
businesses, and payments related to our collaboration intangible assets
and contractual rights to provide product on new aircraft platforms.

Cash investments in businesses in 2016 ($710 million) consisted of

the acquisition of a majority interest in an Italian heating products and
services company by UTC Climate, Controls & Security, the acquisition
of a Japanese services company by Otis and a number of small acquisi-
tions, primarily in our commercial businesses. Cash investments in
businesses in 2015 ($538 million) consisted of the acquisition of the
majority interest in a UTC Climate, Controls & Security business, the
acquisition of an imaging technology company by UTC Aerospace Sys-
tems and a number of small acquisitions, primarily in our commercial
businesses, and were partially offset by net proceeds of approximately
$200 million from business dispositions. Customer financing activities
were a net use of cash of $221 million and $247 million in 2016 and
2015, respectively.

Cash Flow — Financing Activities of Continuing Operations

(DOLLARS IN MILLIONS)

2017

2016

2015

Net cash flows used in financing activities of
continuing operations

$ (993)

$ (1,188) $ (10,776)

2017 Compared with 2016
The timing and levels of certain cash flow activities, such as acquisitions
and repurchases of our stock, have resulted in the issuance of both
long-term and short-term debt, including approximately $3.4 billion and
$4.0 billion of net long-term debt issuances in 2017 and 2016, respec-
tively. Commercial paper borrowings and revolving credit facilities
provide short-term liquidity to supplement operating cash flows and
are used for general corporate purposes, including the funding of
potential acquisitions and repurchases of our stock. We had approxi-
mately $300 million and $522 million of outstanding commercial paper
at December 31, 2017 and 2016, respectively. Commercial paper
borrowings at December 31, 2016 were comprised of approximately
e500 million ($522 million) of Euro-denominated commercial paper. We
had no Euro-denominated commercial paper borrowings outstanding at
December 31, 2017.

At December 31, 2017, management had remaining authority to
repurchase approximately $2.3 billion of our common stock under the
October 14, 2015 share repurchase program. Under this program,
shares may be purchased on the open market, in privately negotiated
transactions, under accelerated share repurchase programs, and under
plans complying with Rules 10b5-1 and 10b-18 under the Securities
Exchange Act of 1934, as amended. We may also reacquire shares
outside of the program from time to time in connection with the surren-
der of shares to cover taxes on vesting of restricted stock and in
connection with our employee savings plan. We made cash payments
of approximately $1.45 billion to repurchase approximately 12.9 million

shares of our common stock during the year ended December 31,
2017. In addition to the transactions under the ASR agreements dis-
cussed above, we repurchased approximately 22 million shares of our
common stock for approximately $2.25 billion during the year ended
December 31, 2016. In connection with the merger agreement with
Rockwell Collins announced on September 4, 2017, we have sus-
pended share repurchases, excluding activity relating to our employee
savings plans. As we continue to assess the impacts of the TCJA,
future opportunities for repatriation of our non-U.S. earnings, and accel-
erated de-leveraging, we may consider, in addition to investments in
our operations, limited additional share repurchases to offset the effects
of dilution related to our stock-based compensation programs — see
Note 12.

We paid aggregate dividends on common stock of approximately
$2.1 billion in both 2017 and 2016. On February 5, 2018, the Board of
Directors declared a dividend of $0.70 per share payable March 10,
2018 to shareowners of record at the close of business on February 16,
2018.

We have an existing universal shelf registration statement filed with

the SEC for an indeterminate amount of debt and equity securities for
future issuance, subject to our internal limitations on the amount of debt
to be issued under this shelf registration statement.

2016 Compared with 2015
In 2015, we completed the optional remarketing of the 1.550% junior
subordinated notes, which were originally issued as part of our equity
units on June 18, 2012. As a result of the remarketing, these notes
were redesignated as our 1.778% junior subordinated notes due May 4,
2018. We received approximately $1.1 billion from the proceeds of the
remarketing, and issued approximately 11.3 million shares of Common
Stock to settle the purchase obligation of the holders of the equity units
under the purchase contract entered into at the time of the original
issuance of the equity units.

We had approximately $4 billion of net long-term debt issuances
in 2016, and made net repayments of long-term debt of $20 million in
2015. We had approximately $522 million and $727 million of outstand-
ing commercial paper at December 31, 2016 and 2015, respectively.
In addition to the transactions under the ASR agreements discussed
above, we repurchased approximately 14 million shares of our common
stock for approximately $1.35 billion during the year ended
December 31, 2015.

In 2016 and 2015, we paid aggregate dividends on common stock

of approximately $2.1 billion and $2.2 billion, respectively.

Cash Flow — Discontinued Operations

(DOLLARS IN MILLIONS)

2017

2016

2015

Net cash flows (used in) provided by
discontinued operations

$ — $ (2,526)

$ 8,619

Cash flows used in operating activities of discontinued operations

in 2016 primarily reflect the payment of taxes associated with the net
gain realized on the sale of Sikorsky to Lockheed Martin Corp. in
November 2015.

United Technologies Corporation

23

Management’s Discussion and Analysis

For the year ended December 31, 2015, cash flows provided by

discontinued operations primarily reflect those from investing activities,
which includes the proceeds of $9.1 billion from the sale of Sikorsky to
Lockheed Martin Corp. in November 2015, partially offset by capital
expenditures of Sikorsky in 2015. Cash outflows from operating activi-
ties of discontinued operations for the year ended December 31, 2015
primarily reflect operating income and noncash expenses, as well as
net investments in working capital and other net operating assets of
Sikorsky.

CRITICAL ACCOUNTING ESTIMATES
Preparation of our financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Note 1 to the Consolidated Financial
Statements describes the significant accounting policies used in
preparation of the Consolidated Financial Statements. Management
believes the most complex and sensitive judgments, because of their
significance to the Consolidated Financial Statements, result primarily
from the need to make estimates about the effects of matters that are
inherently uncertain. The most significant areas involving management
judgments and estimates are described below. Actual results in these
areas could differ from management’s estimates.

Long-Term Contract Accounting. We utilize percentage-of-

completion accounting on certain of our long-term contracts. The
percentage-of-completion method requires estimates of future
revenues and costs over the full term of product and/or service delivery.
We also utilize the completed-contract method of accounting on certain
lesser value commercial contracts. Under the completed-contract
method, sales and cost of sales are recognized when a contract is
completed.

Losses, if any, on long-term contracts are provided for when

anticipated. We recognize loss provisions on original equipment
contracts to the extent that estimated inventoriable manufacturing,
engineering, product warranty and product performance guarantee
costs, as appropriate, exceed the projected revenue from the products
and services contemplated under the contractual arrangement. For
new commitments, we generally record loss provisions at the earlier
of contract announcement or contract signing except for certain
requirements contracts under which losses are recorded based upon
receipt of the purchase order which obligates us to perform. For existing
commitments, anticipated losses on contracts are recognized in the
period in which losses become evident. Products contemplated under
the contractual arrangement include products purchased under the
contract and, in the large commercial engine and wheels and brakes
businesses, future highly probable sales of replacement parts required
by regulation that are expected to be purchased subsequently for
incorporation into the original equipment. Revenue projections used in
determining contract loss provisions are based upon estimates of the
quantity, pricing and timing of future product deliveries. We measure
the extent of progress toward completion on our long-term commercial
aerospace equipment contracts using units-of-delivery. In addition,
we use the cost-to-cost method for elevator and escalator sales,
installation and modernization contracts in the commercial businesses

24

2017 Annual Report

and certain aerospace development contracts. For long-term
aftermarket contracts, we recognize revenue over the contract period in
proportion to the costs expected to be incurred in performing services
under the contract. Within commercial aerospace, inventory costs
attributable to new engine offerings are recognized based on the
average cost per unit expected over the life of each contract using the
units-of-delivery method of percentage of completion accounting.
Under this method, costs of initial engine deliveries in excess of the
projected contract per unit average cost are capitalized, and these
capitalized amounts are subsequently expensed as additional engine
deliveries occur for engines with costs below the projected contract
per unit average cost over the life of the contract. As of December 31,
2017 and 2016, inventories included $438 million and $233 million,
respectively, of such capitalized amounts. As described in Note 1 to
the Consolidated Financial Statements, these costs will be eliminated
through retained earnings and will not be amortized into future earnings
upon adoption of Accounting Standards Update (ASU) 2014-09,
Revenue from Contracts with Customers effective January 1, 2018.
Contract accounting also requires estimates of future costs over the
performance period of the contract as well as an estimate of award
fees and other sources of revenue.

Contract costs are incurred over a period of time, which can be
several years, and the estimation of these costs requires management’s
judgment. The long-term nature of these contracts, the complexity of
the products, and the strict safety and performance standards under
which they are regulated can affect our ability to estimate costs
precisely. As a result, we review and update our cost estimates on
significant contracts on a quarterly basis, no less frequently than
annually for all others, and when circumstances change and warrant
a modification to a previous estimate. We record changes in contract
estimates primarily using the cumulative catch-up method in
accordance with the Revenue Recognition Topic of the FASB ASC.
Income Taxes. The future tax benefit arising from deductible

temporary differences and tax carryforwards was $3.8 billion at
December 31, 2017 and $5.7 billion at December 31, 2016.
Management believes that our earnings during the periods when the
temporary differences become deductible will be sufficient to realize
the related future income tax benefits, which may be realized over an
extended period of time. For those jurisdictions where the expiration
date of tax carryforwards or the projected operating results indicate
that realization is not likely, a valuation allowance is provided.

In assessing the need for a valuation allowance, we estimate future

taxable income, considering the feasibility of ongoing tax planning
strategies and the realizability of tax loss carryforwards. Valuation
allowances related to deferred tax assets can be affected by changes
to tax laws, changes to statutory tax rates and future taxable income
levels. In the event we were to determine that we would not be able to
realize all or a portion of our deferred tax assets in the future, we would
reduce such amounts through an increase to tax expense in the period
in which that determination is made or when tax law changes are
enacted. Conversely, if we were to determine that we would be able to
realize our deferred tax assets in the future in excess of the net carrying

Management’s Discussion and Analysis

amounts, we would decrease the recorded valuation allowance through
a decrease to tax expense in the period in which that determination is
made.

In the ordinary course of business there is inherent uncertainty in

quantifying our income tax positions. We assess our income tax
positions and record tax benefits for all years subject to examination
based upon management’s evaluation of the facts, circumstances and
information available at the reporting date. For those tax positions
where it is more likely than not that a tax benefit will be sustained, we
have recorded the largest amount of tax benefit with a greater than 50%
likelihood of being realized upon ultimate settlement with a taxing
authority that has full knowledge of all relevant information. For those
income tax positions where it is not more likely than not that a tax
benefit will be sustained, no tax benefit has been recognized in the
financial statements. See Notes 1 and 11 to the Consolidated Financial
Statements for further discussion. Also see Note 18 for discussion of
UTC administrative review proceedings with the German Tax Office.
See Note 11 to the Consolidated Financial Statements for

additional provision items recorded in regards to TCJA.

Goodwill and Intangible Assets. Our investments in businesses

in 2017 totaled $231 million. The assets and liabilities of acquired
businesses are recorded under the acquisition method of accounting
at their estimated fair values at the dates of acquisition. Goodwill
represents costs in excess of fair values assigned to the underlying
identifiable net assets of acquired businesses. Intangible assets consist
of service portfolios, patents, trademarks/tradenames, customer
relationships and other intangible assets including a collaboration
asset established in connection with our 2012 agreement to acquire
Rolls-Royce’s ownership and collaboration interests in IAE, as
discussed above and in Note 2 to the Consolidated Financial
Statements.

Also included within other intangible assets are payments made to
secure certain contractual rights to provide product on new commercial
aerospace platforms. Such payments are capitalized when there are
distinct rights obtained and there are sufficient incremental cash flows
to support the recoverability of the assets established. Otherwise, the
applicable portion of the payments are expensed. Capitalized payments
made on these contractual commitments are amortized as a reduction
of sales. We amortize these intangible assets based on the pattern of
economic benefit, which typically results in an amortization method
other than straight-line. In the aerospace industry, amortization based
on the pattern of economic benefit generally results in lower
amortization expense during the development period with increasing
amortization expense as programs enter full production and aftermarket
cycles. If a pattern of economic benefit cannot be reliably determined,
a straight-line amortization method is used. The gross value of these
contractual commitments at December 31, 2017 was approximately
$10.6 billion, of which approximately $2.3 billion has been paid to date.
We record these payments as intangible assets when such payments
are no longer conditional. The recoverability of these intangibles is
dependent upon the future success and profitability of the underlying
aircraft platforms including the associated aftermarket revenue streams.

Goodwill and intangible assets deemed to have indefinite lives are
not amortized, but are subject to annual, or more frequent if necessary,
impairment testing using the guidance and criteria described in the
Intangibles — Goodwill and Other Topic of the FASB ASC. On July 1,
2017, we early adopted ASU 2017-04, which eliminates Step 2 of the
goodwill impairment test, which required a hypothetical purchase price
allocation to measure goodwill impairment. A goodwill impairment loss
is now measured at the amount by which a reporting unit’s carrying
value exceeds its fair value, without exceeding the recorded amount of
goodwill. In developing our estimates for the fair value of our reporting
units, significant judgment is required in the determination of the
appropriateness of using a qualitative assessment or quantitative
assessment. For these quantitative assessments that are performed,
fair value is primarily based on income approaches using discounted
cash flow models which have significant assumptions. Such
assumptions are subject to variability from year to year and are directly
impacted by global market conditions. We completed our annual
impairment testing as of July 1, 2017 and determined that no significant
adjustments to the carrying value of goodwill or indefinite lived intangible
assets were necessary. Although these assets are not currently
impaired, there can be no assurance that future impairments will not
occur. See Note 2 to the Consolidated Financial Statements for further
discussion.

Contingent Liabilities. Our operating units include businesses
which sell products and services and conduct operations throughout
the world. As described in Note 18 to the Consolidated Financial
Statements, contractual, regulatory and other matters, including
asbestos claims, in the normal course of business may arise that
subject us to claims or litigation. Of note, the design, development,
production and support of new aerospace technologies is inherently
complex and subject to risk. Since the PurePower PW1000G Geared
TurboFan engine entered into service in 2016, technical issues have
been identified and experienced with the engine, which is usual for
new engines and new aerospace technologies. Pratt & Whitney
has addressed these issues through various improvements and
modifications. These issues have resulted in financial impacts, including
increased warranty provisions, customer contract settlements, and
reductions in contract performance estimates. Additional technical
issues have been identified, for which a reasonable estimate of the
impact cannot currently be made, and such issues may also arise in
the normal course, which may result in financial impacts that could be
material to the Company’s financial position, results of operations and
cash flows.

Additionally, we have significant contracts with the U.S.

Government, subject to government oversight and audit, which may
require significant adjustment of contract prices. We accrue for liabilities
associated with these matters when it is probable that a liability has
been incurred and the amount can be reasonably estimated. The most
likely cost to be incurred is accrued based on an evaluation of then
currently available facts with respect to each matter. When no amount
within a range of estimates is more likely, the minimum is accrued. The
inherent uncertainty related to the outcome of these matters can result

United Technologies Corporation

25

Management’s Discussion and Analysis

in amounts materially different from any provisions made with respect to
their resolution.

Employee Benefit Plans. We sponsor domestic and foreign

defined benefit pension and other postretirement plans. Major
assumptions used in the accounting for these employee benefit plans
include the discount rate, expected return on plan assets, rate of
increase in employee compensation levels, mortality rates, and health
care cost increase projections. Assumptions are determined based on
company data and appropriate market indicators, and are evaluated
each year at December 31. A change in any of these assumptions
would have an effect on net periodic pension and postretirement benefit
costs reported in the Consolidated Financial Statements.

In the following table, we show the sensitivity of our pension and

other postretirement benefit plan liabilities and net annual periodic cost
to a 25 basis point change in the discount rates for benefit obligations,
interest cost and service cost as of December 31, 2017:

(DOLLARS IN MILLIONS)

Pension plans

Increase in
Discount Rate
of 25 bps

Decrease in
Discount Rate
of 25 bps

Projected benefit obligation

$ (1,051)

$ 1,107

Net periodic pension (benefit) cost

Other postretirement benefit plans

Accumulated postretirement benefit obligation

Net periodic postretirement benefit cost

(44)

(12)

—

44

13

—

These estimates assume no change in the shape or steepness of
the company-specific yield curve used to plot the individual spot rates
that will be applied to the future cash outflows for future benefit pay-
ments in order to calculate interest and service cost. A flattening of
the yield curve, from a narrowing of the spread between interest and
obligation discount rates, would increase our net periodic pension cost.
Conversely, a steepening of the yield curve, from an increase in the
spread between interest and obligation discount rates, would decrease
our net periodic pension cost.

Pension expense is also sensitive to changes in the expected long-

term rate of asset return. An increase or decrease of 25 basis points in
the expected long-term rate of asset return would have decreased or
increased 2017 pension expense by approximately $80 million.

The weighted-average discount rates used to measure pension

liabilities and costs are set by reference to UTC-specific analyses using
each plan’s specific cash flows and are then compared to high-quality
bond indices for reasonableness. For our significant plans, we utilize a
full yield curve approach in the estimation of the service cost and inter-
est cost components by applying the specific spot rates along the yield
curve used in determination of the benefit obligation to the relevant pro-
jected cash flows. Global market interest rates have decreased in 2017
as compared with 2016 and, as a result, the weighted-average discount
rate used to measure pension liabilities decreased from 3.8% in 2016 to
3.4% in 2017. The weighted-average discount rates used to measure
service cost and interest cost were 3.6% and 3.3% in 2017, respec-
tively. In December 2009, we amended the salaried retirement plans
(qualified and non-qualified) to change the retirement formula effective
January 1, 2015. The formula changed from a final average earnings

(FAE) and credited service formula to the existing cash balance formula
that was adopted in 2003 for newly hired non-union employees and for
other non-union employees who made a one-time voluntary election to
have future benefit accruals determined under this formula. Employees
hired after 2009 are not eligible for any defined benefit pension plan and
will instead receive an enhanced benefit under the UTC Savings Plan.
As of July 26, 2012 the same amendment was applied to legacy
Goodrich salaried employees. Across our global pension plans, the
impact of changing the structure of our significant domestic plans to
segregate active participants and inactive participants, 2017 actual
returns on plan assets, pension contributions and lower discount rates
for interest costs, partially offset by lower discount rates for pension
obligations and a reduction in the expected return on plan assets, will
result in a net periodic pension benefit in 2018 that is approximately
$200 million favorable relative to 2017 amounts.

See Note 12 to the Consolidated Financial Statements for further

discussion.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL
OBLIGATIONS
We extend a variety of financial guarantees to third parties in support of
unconsolidated affiliates and for potential financing requirements of
commercial aerospace customers. We also have obligations arising
from sales of certain businesses and assets, including indemnities for
representations and warranties and environmental, health and safety,
tax and employment matters. Circumstances that could cause the
contingent obligations and liabilities arising from these arrangements
to come to fruition include changes in an underlying transaction
(e.g., hazardous waste discoveries, etc.), nonperformance under a
contract, customer requests for financing, or deterioration in the
financial condition of the guaranteed party.

A summary of our consolidated contractual obligations and

commitments as of December 31, 2017 is as follows:

(DOLLARS IN MILLIONS)

Total

2018

2019 – 2020

2021 – 2022

Thereafter

Payments Due by Period

Long-term debt —
principal

Long-term debt —
future interest

Operating leases

Purchase
obligations

Other long-term
liabilities

Total contractual
obligations

$ 27,118

$ 2,104

$ 4,750

$ 4,979 $ 15,285

13,736

2,252

943

498

1,760

755

1,487

364

9,546

635

11,300

8,102

3,029

138

31

3,622

922

1,247

419

1,034

$ 58,028

$ 12,569

$ 11,541

$ 7,387 $ 26,531

Purchase obligations include amounts committed for the purchase

of goods and services under legally enforceable contracts or purchase
orders. Where it is not practically feasible to determine the legally
enforceable portion of our obligation under certain of our long-term
purchase agreements, we include additional expected purchase obliga-
tions beyond what is legally enforceable. Approximately 19% of the
purchase obligations disclosed above represent purchase orders for
products to be delivered under firm contracts with the U.S. Government

26

2017 Annual Report

Management’s Discussion and Analysis

for which we have full recourse under customary contract termination
clauses.

Other long-term liabilities primarily include those amounts on our
December 31, 2017 balance sheet representing obligations under prod-
uct service and warranty policies, performance and operating cost
guarantees, estimated environmental remediation costs and expected
contributions under employee benefit programs. The timing of expected
cash flows associated with these obligations is based upon manage-
ment’s estimates over the terms of these agreements and is largely
based upon historical experience.

In connection with the acquisition of Goodrich in 2012, we
recorded assumed liabilities of approximately $2.2 billion related to
customer contractual obligations on certain OEM development pro-
grams where the expected costs exceeded the expected revenue
under contract. These liabilities are being liquidated in accordance with
the underlying economic pattern of obligations, as reflected by the net
cash outflows incurred on the OEM contracts. Total consumption of the
contractual obligations for the year ended December 31, 2017 was
approximately $217 million. Total future consumption of the contractual
obligations is expected to be as follows: $257 million in 2018, $229 mil-
lion in 2019, $150 million in 2020, $84 million in 2021, $37 million in
2022 and $229 million thereafter. These amounts are not included in
the table above.

The above table also does not reflect unrecognized tax benefits
of $1,189 million, the timing of which is uncertain, except for approxi-
mately $9 million that may become payable during 2018. Refer to
Note 11 to the Consolidated Financial Statements for additional discus-
sion on unrecognized tax benefits.

COMMERCIAL COMMITMENTS
The following table summarizes our commercial commitments
outstanding as of December 31, 2017:

Amount of Commitment Expiration per Period

(DOLLARS IN MILLIONS)

Committed

2018 2019 – 2020 2021 – 2022

Thereafter

Commercial aerospace
financing commitments $ 4,012

$

371

$ 1,314

$ 1,674

$

653

Other commercial
aerospace
commitments

Commercial aerospace
financing arrangements

Credit facilities and
debt obligations (expire
2018 to 2028)

Performance
guarantees

Total commercial
commitments

11,270

910

1,524

1,380

7,456

336

2

256

205

56

739

16

39

10

308

—

—

12

10

$ 15,930

$ 1,495

$ 2,932

$ 3,064

$ 8,439

In connection with our 2012 agreement to acquire Rolls-Royce’s
ownership and collaboration interests in IAE, additional payments are
due to Rolls-Royce contingent upon each hour flown through June
2027 by the V2500-powered aircraft in service as of the acquisition
date. These flight hour payments, included in “Other commercial
aerospace commitments” in the table above, are being capitalized as

collaboration intangible assets. The collaboration intangible assets are
amortized based upon the pattern of economic benefit as represented
by the underlying cash flows.

We also have other contractual commitments, including commit-
ments to secure certain contractual rights to provide product on new
aircraft platforms, which are included in “Other commercial aerospace
commitments” in the table above. Such payments are capitalized when
distinct rights are obtained and there are sufficient incremental cash
flows to support the recoverability of the assets established. Otherwise,
the applicable portion of the payments are expensed. Capitalized pay-
ments made on these contractual commitments are included in
intangible assets and are amortized over the term of underlying
economic benefit.

Refer to Notes 1, 5 and 17 to the Consolidated Financial
Statements for additional discussion on contractual and commercial
commitments.

MARKET RISK AND RISK MANAGEMENT
We are exposed to fluctuations in foreign currency exchange rates,
interest rates and commodity prices. To manage certain of those
exposures, we use derivative instruments, including swaps, forward
contracts and options. Derivative instruments utilized by us in our
hedging activities are viewed as risk management tools, involve
relatively little complexity and are not used for trading or speculative
purposes. We diversify the counterparties used and monitor the
concentration of risk to limit our counterparty exposure.

We have evaluated our exposure to changes in foreign currency

exchange rates, interest rates and commodity prices in our market risk
sensitive instruments, which are primarily cash, debt, and derivative
instruments, using a value at risk analysis. Based on a 95% confidence
level and a one-day holding period, at December 31, 2017, the potential
loss in fair value on our market risk sensitive instruments was not
material in relation to our financial position, results of operations or cash
flows. Our calculated value at risk exposure represents an estimate of
reasonably possible net losses based on volatilities and correlations and
is not necessarily indicative of actual results. Refer to Notes 1, 9 and 14
to the Consolidated Financial Statements for additional discussion of
foreign currency exchange, interest rates and financial instruments.

Foreign Currency Exposures. We have a large volume of foreign

currency exposures that result from our international sales, purchases,
investments, borrowings and other international transactions.
International segment sales, excluding U.S. export sales, averaged
approximately $25 billion over the last three years. We actively manage
foreign currency exposures that are associated with committed foreign
currency purchases and sales, and other assets and liabilities created
in the normal course of business at the operating unit level. More
than insignificant exposures that cannot be naturally offset within an
operating unit are hedged with foreign currency derivatives. We also
have a significant amount of foreign currency net asset exposures.
As discussed in Note 9 to the Consolidated Financial Statements,
at December 31, 2017 we have approximately e3.7 billion of
Euro-denominated long-term debt, which qualify as a net investment
hedge against our investments in European businesses. We had no

United Technologies Corporation

27

Management’s Discussion and Analysis

Euro-denominated commercial paper borrowings outstanding at
December 31, 2017. As of December 31, 2017, the net investment
hedge is deemed to be effective. Currently, we do not hold any
derivative contracts that hedge our foreign currency net asset
exposures but may consider such strategies in the future.

Within aerospace, our sales are typically denominated in U.S.
Dollars under accepted industry convention. However, for our non-U.S.
based entities, such as P&WC, a substantial portion of their costs are
incurred in local currencies. Consequently, there is a foreign currency
exchange impact and risk to operational results as U.S. Dollars must be
converted to local currencies such as the Canadian Dollar in order to
meet local currency cost obligations. In order to minimize the exposure
that exists from changes in the exchange rate of the U.S. Dollar against
these other currencies, we hedge a certain portion of sales to secure
the rates at which U.S. Dollars will be converted. The majority of this
hedging activity occurs at P&WC, and hedging activity also occurs to
a lesser extent at certain UTC Aerospace Systems businesses. At
P&WC, firm and forecasted sales for both engines and spare parts are
hedged at varying amounts for up to 48 months on the U.S. Dollar sales
exposure as represented by the excess of U.S. Dollar sales over U.S.
Dollar denominated purchases. Hedging gains and losses resulting
from movements in foreign currency exchange rates are partially offset
by the foreign currency translation impacts that are generated on the
translation of local currency operating results into U.S. Dollars for
reporting purposes. While the objective of the hedging program is to
minimize the foreign currency exchange impact on operating results,
there are typically variances between the hedging gains or losses and
the translational impact due to the length of hedging contracts, changes
in the sales profile, volatility in the exchange rates and other such
operational considerations.

Interest Rate Exposures. Our long-term debt portfolio consists
mostly of fixed-rate instruments. From time to time, we may hedge to
floating rates using interest rate swaps. The hedges are designated as
fair value hedges and the gains and losses on the swaps are reported in
interest expense, reflecting that portion of interest expense at a variable
rate. We issue commercial paper, which exposes us to changes in
interest rates. Currently, we do not hold any derivative contracts that
hedge our interest exposures, but may consider such strategies in the
future.

Commodity Price Exposures. We are exposed to volatility in the

prices of raw materials used in some of our products and from time to
time we may use forward contracts in limited circumstances to manage
some of those exposures. In the future, if hedges are used, gains and
losses may affect earnings. There were no significant outstanding
commodity hedges as of December 31, 2017.

ENVIRONMENTAL MATTERS
Our operations are subject to environmental regulation by federal,
state and local authorities in the United States and regulatory authorities
with jurisdiction over our foreign operations. As a result, we have
established, and continually update, policies relating to environmental
standards of performance for our operations worldwide. We believe
that expenditures necessary to comply with the present regulations

28

2017 Annual Report

governing environmental protection will not have a material effect upon
our competitive position, results of operations, cash flows or financial
condition.

We have identified 734 locations, mostly in the United States, at
which we may have some liability for remediating contamination. We
have resolved our liability at 341 of these locations. We do not believe
that any individual location’s exposure will have a material effect on our
results of operations. Sites in the investigation, remediation or operation
and maintenance stage represent approximately 93% of our accrued
environmental remediation reserve.

We have been identified as a potentially responsible party under

the Comprehensive Environmental Response Compensation and
Liability Act (CERCLA or Superfund) at 128 sites. The number of
Superfund sites, in and of itself, does not represent a relevant measure
of liability because the nature and extent of environmental concerns
vary from site to site and our share of responsibility varies from sole
responsibility to very little responsibility. In estimating our liability for
remediation, we consider our likely proportionate share of the
anticipated remediation expense and the ability of other potentially
responsible parties to fulfill their obligations.

At December 31, 2017 and 2016, we had $830 million and

$829 million reserved for environmental remediation, respectively.
Cash outflows for environmental remediation were $42 million in 2017,
$44 million in 2016 and $50 million in 2015. We estimate that ongoing
environmental remediation expenditures in each of the next two years
will not exceed approximately $91 million.

ASBESTOS MATTERS
As a result of the definitization of the insurance coverage for existing
and potential future asbestos claims through the negotiation and
establishment of settlement agreements during 2015, as well as the
stabilization of company and industry experience, we established a
reserve for our potential asbestos exposure, recording a noncash
pretax charge to earnings of $237 million in the fourth quarter of 2015.
Our estimated total liability to resolve all pending and unasserted

potential future asbestos claims through 2059 is approximately
$344 million and is principally recorded in Other long-term liabilities
on our Consolidated Balance Sheet as of December 31, 2017. This
amount is on a pre-tax basis, not discounted, and excludes the
Company’s legal fees to defend the asbestos claims (which will
continue to be expensed by the Company as they are incurred). In
addition, the Company has an insurance recovery receivable for
probable asbestos related recoveries of approximately $120 million,
which is included primarily in Other assets on our Consolidated Balance
Sheet as of December 31, 2017. See Note 18 “Contingent Liabilities”
of our Consolidated Financial Statements for further discussion of
this matter.

GOVERNMENT MATTERS
As described in “Critical Accounting Estimates — Contingent Liabilities,”
our contracts with the U.S. Government are subject to audits. Such
audits may recommend that certain contract prices should be reduced
to comply with various government regulations, or that certain

Management’s Discussion and Analysis

payments be delayed or withheld. We are also the subject of one or
more investigations and legal proceedings initiated by the U.S.
Government with respect to government contract matters. See “Legal
Proceedings” in Item 1 to this Form 10-K, and Note 11 “Income Taxes”
and Note 18 “Contingent Liabilities” of our Consolidated Financial
Statements for further discussion of these and other government
matters.

United Technologies Corporation

29

Cautionary Note Concerning Factors That May Affect Future Results

This 2017 Annual Report to Shareowners (2017 Annual Report) con-
tains statements which, to the extent they are not statements of
historical or present fact, constitute “forward-looking statements” under
the securities laws. From time to time, oral or written forward-looking
statements may also be included in other information released to the
public. These forward-looking statements are intended to provide man-
agement’s current expectations or plans for our future operating and
financial performance, based on assumptions currently believed to be
valid. Forward-looking statements can be identified by the use of words
such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “pros-
pects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,”
“see,” “guidance,” “outlook,” “confident” and other words of similar
meaning in connection with a discussion of future operating or financial
performance. Forward-looking statements may include, among other
things, statements relating to future sales, earnings, cash flow, results of
operations, uses of cash, share repurchases, tax rates and other mea-
sures of financial performance or potential future plans, strategies or
transactions of United Technologies or the combined company follow-
ing United Technologies’ pending acquisition of Rockwell Collins, the
anticipated benefits of the pending acquisition, including estimated syn-
ergies, the expected timing of completion of the transaction and other
statements that are not historical facts. All forward-looking statements
involve risks, uncertainties and other factors that may cause actual
results to differ materially from those expressed or implied in the
forward-looking statements. For those statements, we claim the protec-
tion of the safe harbor for forward-looking statements contained in the
U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncer-
tainties and other factors include, without limitation:

• the effect of economic conditions in the industries and markets in

which we and Rockwell Collins operate in the U.S. and globally and
any changes therein, including financial market conditions, fluctua-
tions in commodity prices, interest rates and foreign currency
exchange rates, levels of end market demand in construction and in
both the commercial and defense segments of the aerospace indus-
try, levels of air travel, financial condition of commercial airlines, the
impact of weather conditions and natural disasters and the financial
condition of our customers and suppliers;

• challenges in the development, production, delivery, support, perfor-

mance and realization of the anticipated benefits of advanced
technologies and new products and services;

• the scope, nature, impact or timing of acquisition and divestiture

activity, including the pending acquisition of Rockwell Collins, includ-
ing among other things integration of acquired businesses into UTC’s
existing businesses and realization of synergies and opportunities for
growth and innovation;

• future levels of indebtedness, including indebtedness expected to be
incurred by UTC in connection with the pending Rockwell Collins
acquisition, and capital spending and research and development
spending, including in connection with the pending Rockwell Collins
acquisition;

• future availability of credit and factors that may affect such availability,

including credit market conditions and our capital structure;

30

2017 Annual Report

• the timing and scope of future repurchases of our common stock,

which may be suspended at any time due to various factors, including
market conditions and the level of other investing activities and uses
of cash;

• delays and disruption in delivery of materials and services from

suppliers;

• company and customer-directed cost reduction efforts and restruc-

turing costs and savings and other consequences thereof;

• new business and investment opportunities;
• our ability to realize the intended benefits of organizational changes;
• the anticipated benefits of diversification and balance of operations

across product lines, regions and industries;

• the outcome of legal proceedings, investigations and other

contingencies;

• pension plan assumptions and future contributions;
• the impact of the negotiation of collective bargaining agreements

and labor disputes;

• the effect of changes in political conditions in the U.S. and other coun-
tries in which we and Rockwell Collins operate, including the effect of
changes in U.S. trade policies or the U.K.’s pending withdrawal from
the EU, on general market conditions, global trade policies and cur-
rency exchange rates in the near term and beyond; and

• the effect of changes in tax (including the new U.S. tax law that was
enacted on December 22, 2017 and is commonly referred to as the
Tax Cuts and Jobs Act of 2017), environmental, regulatory (including
among other things import/export) and other laws and regulations in
the U.S. and other countries in which we and Rockwell Collins operate;
• the ability of UTC and Rockwell Collins to receive the required regula-
tory approvals (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 merger) and to satisfy the
other conditions to the closing of the proposed 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 Rockwell Collins to terminate the merger agreement, including in
circumstances that might require Rockwell Collins to pay a termination
fee of $695 million to UTC or $50 million of expense reimbursement;

• negative effects of the announcement or the completion of the
merger on the market price of UTC’s and/or Rockwell Collins’
common stock and/or on their respective financial performance;
• the risks related to Rockwell Collins and UTC being restricted in their
operation of their businesses while the merger agreement is in effect;
• risks relating to the value of the UTC’s shares to be issued in connec-
tion with the proposed Rockwell merger, significant merger costs
and/or unknown liabilities;

• risks associated with third-party contracts containing consent and/or

other provisions that may be triggered by the Rockwell merger
agreement;

• risks associated with merger-related litigation or appraisal proceed-

ings; and

• the ability of UTC and Rockwell Collins, or the combined company, to

retain and hire key personnel.

Cautionary Note Concerning Factors That May Affect Future Results

In addition, our Annual Report on Form 10-K for 2017 includes
important information as to risks, uncertainties and other factors that
may cause actual results to differ materially from those expressed or
implied in the forward-looking statements. See the “Notes to Consoli-
dated Financial Statements” under the heading “Note 18: Contingent
Liabilities,” the section titled “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” under the headings
“Business Overview,” “Results of Operations,” “Liquidity and Financial
Condition,” and “Critical Accounting Estimates,” and the section titled
“Risk Factors.” Our Annual Report on Form 10-K for 2017 also includes
important information as to these factors in the “Business” section
under the headings “General,” “Description of Business by Segment”
and “Other Matters Relating to Our Business as a Whole,” and in the

“Legal Proceedings” section. Additional important information as to
these factors is included in this 2017 Annual Report in the section titled
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” under the headings “Restructuring Costs,”
“Environmental Matters” and “Governmental Matters.” The forward-
looking statements speak only as of the date of this report or, in the case
of any document incorporated by reference, the date of that document.
We undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events
or otherwise, except as required by applicable law. Additional information
as to factors that may cause actual results to differ materially from those
expressed or implied in the forward-looking statements is disclosed from
time to time in our other filings with the SEC.

United Technologies Corporation

31

Management’s Report on Internal Control over Financial Reporting

The management of UTC is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is a process designed to provide reasonable assur-
ance regarding the reliability of financial reporting and the preparation of
financial statements for external reporting purposes in accordance with
accounting principles generally accepted in the United States of
America. Because of its inherent limitations, internal control over finan-
cial reporting may not prevent or detect misstatements. Management
has assessed the effectiveness of UTC’s internal control over financial
reporting as of December 31, 2017. In making its assessment, manage-
ment has utilized the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in its Internal Control —
Integrated Framework, released in 2013. Management concluded that
based on its assessment, UTC’s internal control over financial reporting
was effective as of December 31, 2017. The effectiveness of UTC’s
internal control over financial reporting, as of December 31, 2017, has
been audited by PricewaterhouseCoopers LLP, an independent regis-
tered public accounting firm, as stated in their report which is included
herein.

Gregory J. Hayes
Chairman, President and Chief Executive Officer

Akhil Johri
Executive Vice President & Chief Financial Officer

Robert J. Bailey
Corporate Vice President, Controller

32

2017 Annual Report

Report of Independent Registered Public Accounting Firm

TO THE SHAREOWNERS AND BOARD OF DIRECTORS OF
UNITED TECHNOLOGIES CORPORATION

Opinions on the Financial Statements and Internal Control over
Financial Reporting
We have audited the accompanying consolidated balance sheets of
United Technologies Corporation and its subsidiaries as of December 31,
2017 and 2016, and the related consolidated statements of operations,
of comprehensive income, of changes in equity and of cash flows for
each of the three years in the period ended December 31, 2017, includ-
ing the related notes (collectively referred to as the “consolidated financial
statements”). We also have audited the Corporation’s internal control
over financial reporting as of December 31, 2017, based on criteria
established in Internal Control — Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of the
Corporation as of December 31, 2017 and 2016, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 2017 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion,
the Corporation maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2017, based on
criteria established in Internal Control — Integrated Framework (2013)
issued by the COSO.

Basis for Opinions
The Corporation’s management is responsible for these consoli-
dated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express opinions on the Corporation’s consolidated
financial statements and on the Corporation’s internal control over
financial reporting based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with
respect to the Corporation in accordance with the U.S. federal securi-
ties laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated finan-
cial statements are free of material misstatement, whether due to error
or fraud, and whether effective internal control over financial reporting
was maintained in all material respects.

Our audits of the consolidated financial statements included per-
forming procedures to assess the risks of material misstatement of the

consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts
and disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall pre-
sentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.

Definition and Limitations of Internal Control over
Financial Reporting
A corporation’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A corporation’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the mainte-
nance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the corporation;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the corporation are being made only in accordance
with authorizations of management and directors of the corporation;
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the
corporation’s assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in con-
ditions, or that the degree of compliance with the policies or procedures
may deteriorate.

PricewaterhouseCoopers LLP
Hartford, Connecticut
February 8, 2018

We have served as the Corporation’s auditor since 1947.

United Technologies Corporation

33

Consolidated Statement of Operations

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS; SHARES IN MILLIONS)

2017

2016

2015

$ 41,361

$ 40,735

$ 39,801

18,476

59,837

31,027

12,926

2,387

6,183

16,509

57,244

30,325

11,135

2,337

6,060

16,297

56,098

29,771

10,660

2,279

5,886

52,523

49,857

48,596

1,358

8,672

909

7,763

2,843

4,920

368

4,552

—

—

—

—

—

785

8,172

1,039

7,133

1,697

5,436

371

5,065

1

13

(24)

(10)

—

(10)

(211)

7,291

824

6,467

2,111

4,356

360

3,996

252

6,042

(2,684)

3,610

(2)

3,612

$ 4,552

$ 5,055

$ 7,608

$

$

$

$

$

5.76

5.76

5.70

5.70

2.72

$

$

$

$

$

6.19

6.18

6.13

6.12

2.62

$

$

$

$

$

4.58

8.72

4.53

8.61

2.56

790.0

799.1

818.2

826.1

872.7

883.2

Net Sales:

Product sales

Service sales

Costs and Expenses:

Cost of products sold

Cost of services sold

Research and development

Selling, general and administrative

Other income (expense), net

Operating profit

Interest expense, net

Income from continuing operations before income taxes

Income tax expense

Net income from continuing operations

Less: Noncontrolling interest in subsidiaries’ earnings from continuing operations

Income from continuing operations attributable to common shareowners

Discontinued operations (Note 3):

Income from operations

Gain on disposal

Income tax expense

Net (loss) income from discontinued operations

Less: Noncontrolling interest in subsidiaries’ loss from discontinued operations

(Loss) Income from discontinued operations attributable to common shareowners

Net income attributable to common shareowners

Earnings Per Share of Common Stock — Basic:

Net income from continuing operations attributable to common shareowners

Net income attributable to common shareowners

Earnings Per Share of Common Stock — Diluted:

Net income from continuing operations attributable to common shareowners

Net income attributable to common shareowners

Dividends Per Share of Common Stock

Weighted average number of shares outstanding:

Basic shares

Diluted shares

See accompanying Notes to Consolidated Financial Statements

34

2017 Annual Report

Consolidated Statement of Comprehensive Income

(DOLLARS IN MILLIONS)

Net income from continuing operations

Net (loss) income from discontinued operations

Net income

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments

Foreign currency translation adjustments arising during period

Reclassification adjustments from sale of an investment in a foreign entity recognized in net income

Pension and postretirement benefit plans

Net actuarial gain (loss) arising during period

Prior service credit (cost) arising during period

Other

Amortization of actuarial loss and prior service cost

Tax expense

Unrealized (loss) gain on available-for-sale securities

Unrealized holding gain arising during period

Reclassification adjustments for gain included in Other income, net

Tax benefit (expense)

Change in unrealized cash flow hedging

Unrealized cash flow hedging gain (loss) arising during period

(Gain) loss reclassified into Product sales

Tax (expense) benefit

Other comprehensive income (loss), net of tax

Comprehensive income

Less: comprehensive income attributable to noncontrolling interest

Comprehensive income attributable to common shareowners

See accompanying Notes to Consolidated Financial Statements

2017

2016

2015

$ 4,920

$ 5,436

$ 4,356

—

4,920

(10)

5,426

3,610

7,966

(1,089)

(1,502)

—42

(1,089)

(1,460)

620

(10)

610

241

2

(116)

529

656

(263)

393

5

(566)

(561)

213

(348)

347

(39)

308

(74)

234

889

(785)

(13)

542

535

279

(189)

90

190

(94)

96

(36)

60

75

171

246

(69)

177

(762)

(284)

(37)

326

867

872

(298)

574

28

(54)

(26)

11

(15)

(415)

234

(181)

51

(130)

(1,031)

6,935

(285)

5,809

(448)

4,664

(324)

$ 5,361

$ 4,340

$ 6,650

United Technologies Corporation

35

Consolidated Balance Sheet

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS; SHARES IN THOUSANDS)

2017

2016

Assets

Cash and cash equivalents

Accounts receivable (net of allowance for doubtful accounts of $456 and $450)

Inventories and contracts in progress, net

Other assets, current

Total Current Assets

Customer financing assets

Future income tax benefits

Fixed assets, net

Goodwill

Intangible assets, net

Other assets

Total Assets

Liabilities and Equity

Short-term borrowings

Accounts payable

Accrued liabilities

Long-term debt currently due

Total Current Liabilities

Long-term debt

Future pension and postretirement benefit obligations

Other long-term liabilities

Total Liabilities

Commitments and contingent liabilities (Notes 5 and 18)

Redeemable noncontrolling interest

Shareowners’ Equity:

Capital Stock:

Preferred Stock, $1 par value; 250,000 shares authorized; None issued or outstanding

Common Stock, $1 par value; 4,000,000 shares authorized; 1,444,187 and 1,440,982 shares issued

Treasury Stock — 645,057 and 632,281 common shares at average cost

Retained earnings

Unearned ESOP shares

Total Accumulated other comprehensive loss

Total Shareowners’ Equity

Noncontrolling interest

Total Equity

Total Liabilities and Equity

See accompanying Notes to Consolidated Financial Statements

$ 8,985

$ 7,157

12,595

11,481

9,881

1,397

8,704

1,208

32,858

28,550

2,372

1,723

10,186

27,910

15,883

5,988

1,398

1,809

9,158

27,059

15,684

6,048

$ 96,920

$ 89,706

$

392

$

601

9,579

12,316

2,104

24,391

24,989

3,036

12,952

65,368

7,483

12,219

1,603

21,906

21,697

5,612

11,026

60,241

131

296

—

17,574

(35,596)

55,242

(85)

(7,525)

29,610

1,811

31,421

—

17,285

(34,150)

52,873

(95)

(8,334)

27,579

1,590

29,169

$ 96,920

$ 89,706

36

2017 Annual Report

Consolidated Statement of Cash Flows

(DOLLARS IN MILLIONS)

Operating Activities of Continuing Operations:

Net income from continuing operations
Adjustments to reconcile income from continuing operations to net cash flows provided by operating activities
of continuing operations:

2017

2016

2015

$ 4,920

$ 5,436

$ 4,356

Depreciation and amortization
Deferred income tax provision
Stock compensation cost

Change in:

Accounts receivable
Inventories and contracts in progress
Other current assets
Accounts payable and accrued liabilities

Global pension contributions
Canadian government settlement
Other operating activities, net

Net cash flows provided by operating activities of continuing operations

Investing Activities of Continuing Operations:

Capital expenditures
Increase in customer financing assets
Decrease in customer financing assets
Investments in businesses
Dispositions of businesses
Proceeds from sale of investments in Watsco, Inc.
Increase in collaboration intangible assets
(Payments) receipts from settlements of derivative contracts
Other investing activities, net

Net cash flows used in investing activities of continuing operations

Financing Activities of Continuing Operations:

Issuance of long-term debt
Repayment of long-term debt
(Decrease) increase in short-term borrowings, net
Proceeds from Common Stock issuance — equity unit settlement
Proceeds from Common Stock issued under employee stock plans
Dividends paid on Common Stock
Repurchase of Common Stock
Other financing activities, net

Net cash flows used in financing activities of continuing operations

Discontinued Operations:

Net cash used in operating activities
Net cash provided by investing activities
Net cash used in financing activities

Net cash flows (used in) provided by discontinued operations
Effect of foreign exchange rate changes on cash and cash equivalents
Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of year
Cash, cash equivalents and restricted cash, end of year

Less: Restricted cash, included in Other assets

Cash and cash equivalents of continuing operations, end of year

Supplemental Disclosure of Cash Flow Information:

Interest paid, net of amounts capitalized
Income taxes paid, net of refunds

Noncash investing and financing activities include:

2,140
62
192

(448)
(1,074)
(101)
1,571
(2,112)
(285)
766
5,631

(2,014)
(1,197)
222
(231)
70
596
(380)
(317)
232
(3,019)

4,954
(1,604)
(271)
—
31
(2,074)
(1,453)
(576)
(993)

1,962
398
152

(941)
(719)
49
450
(303)
(237)
165
6,412

(1,699)
(438)
217
(710)
211

——

(388)
249
49
(2,509)

6,469
(2,452)
(331)
—
13
(2,069)
(2,254)
(564)
(1,188)

—
—
—
—
210
1,829
7,189
9,018
33
$ 8,985

(2,532)
6
—
(2,526)
(120)
69
7,120
7,189
32
$ 7,157

1,863
662
158

(438)
(766)
(55)
490
(147)
867
(235)
6,755

(1,652)
(364)
117
(538)
200

(437)
160
(280)
(2,794)

1,744
(1,764)
795
1,100
41
(2,184)
(10,000)
(508)
(10,776)

(372)
9,000
(9)
8,619
(174)
1,630
5,490
7,120
45
$ 7,075

974
$
$ 1,326

$ 1,157
$ 4,096

$ 1,057
$ 2,060

Contributions of UTC Common Stock to domestic defined benefit pension plans

$—

$

—

$

250

See accompanying Notes to Consolidated Financial Statements

United Technologies Corporation

37

Consolidated Statement of Changes in Equity

(DOLLARS IN MILLIONS)

Balance at December 31, 2014

Comprehensive income (loss):

Net income
Redeemable noncontrolling interest in subsidiaries’ earnings
Other comprehensive loss, net of tax
Common Stock issued — equity unit settlement (11.3 million shares)

Common Stock issued under employee plans (3.7 million shares), net of tax benefit of $64
Common Stock contributed to defined benefit pension plans (2.7 million shares)
Common Stock repurchased (88.7 million shares)
Dividends on Common Stock
Dividends on ESOP Common Stock
Dividends attributable to noncontrolling interest
Purchase of subsidiary shares from noncontrolling interest
Sale of subsidiary shares in noncontrolling interest
Acquisition of noncontrolling interest
Disposition of noncontrolling interest
Redeemable noncontrolling interest reclassification to noncontrolling interest
Balance at December 31, 2015

Comprehensive income (loss):

Net income
Redeemable noncontrolling interest in subsidiaries’ earnings
Other comprehensive loss, net of tax

Common Stock issued under employee plans (2.5 million shares)
Common Stock repurchased (32.3 million shares)
Dividends on Common Stock
Dividends on ESOP Common Stock
Dividends attributable to noncontrolling interest
Purchase of subsidiary shares from noncontrolling interest
Sale of subsidiary shares in noncontrolling interest
Acquisition of noncontrolling interest
Redeemable noncontrolling interest fair value adjustment
Redeemable non-controlling interest reclassification to non-controlling interest
Other
Balance at December 31, 2016

Comprehensive income (loss):

Net income
Redeemable noncontrolling interest in subsidiaries’ earnings
Other comprehensive income, net of tax

Common Stock issued under employee plans (3.2 million shares)
Common Stock repurchased (12.9 million shares)
Dividends on Common Stock
Dividends on ESOP Common Stock
Dividends attributable to noncontrolling interest
Purchase of subsidiary shares from noncontrolling interest
Sale of subsidiary shares in noncontrolling interest
Acquisition of noncontrolling interest
Redeemable noncontrolling interest fair value adjustment
Other
Balance at December 31, 2017

See accompanying Notes to Consolidated Financial Statements

38

2017 Annual Report

Common Stock

$ 15,300

1,100
379
112
(870)

(12)
24

$ 16,033

262
998

(8)

$ 17,285

331
1

4

(47)

$ 17,574

Shareowners’ Equity

Treasury Stock

Retained Earnings

Unearned ESOP Shares

Accumulated Other
Comprehensive
(Loss) Income

$ (21,922)

$ 44,611

$ (115)

$ (6,661)

Noncontrolling
Interest

$ 1,351

7,608

(2)

10

(958)

7
138
(9,130)

$ (30,907)

9
(3,252)

$ (34,150)

7
(1,453)

$ (35,596)

(2,184)
(75)

(2)
$ 49,956

5,055

(2,069)
(74)

(1)

6
$ 52,873

4,552

(2,074)
(72)

(42)
5
$ 55,242

$ (105)

$ (7,619)

$ 1,486

10

(715)

$ (95)

$ (8,334)

10

809

$ (85)

$ (7,525)

371
(6)
(27)

(345)
(1)
25
98

(12)
1
$ 1,590

368
(17)
56

(336)
(8)
88

14

136
$ 1,811

Consolidated Statement of Changes in Equity

358
(4)
(61)

(337)
(5)
15
173
(4)

Total Equity

$ 32,564

7,966
(4)
(1,019)
1,100
394
250
(10,000)
(2,184)
(75)
(337)
(17)
39
173
(4)
(2)
$ 28,844

5,426
(6)
(742)
281
(2,254)
(2,069)
(74)
(345)
(9)
25
98
(1)
(12)
7
$ 29,169

4,920
(17)
865
348
(1,452)
(2,074)
(72)
(336)
(4)

14
(89)
141
$ 31,421

Redeemable
Noncontrolling
Interest

$ 140

4
(12)

(3)
(9)

2
$ 122

6
(20)

(2)
(4)

189
1
12
(8)
$ 296

17
24

(7)
(288)

89

$ 131

United Technologies Corporation

39

Notes to Consolidated Financial Statements

NOTE 1: SUMMARY OF ACCOUNTING PRINCIPLES

Inventories and Contracts in Progress. Inventories and con-

The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Actual results could differ from those
estimates. Certain reclassifications have been made to the prior year
amounts to conform to the current year presentation.

Consolidation. The Consolidated Financial Statements include
the accounts of United Technologies Corporation (UTC) and its con-
trolled subsidiaries. Intercompany transactions have been eliminated.
Cash and Cash Equivalents. Cash and cash equivalents
includes cash on hand, demand deposits and short-term cash invest-
ments that are highly liquid in nature and have original maturities of three
months or less.

On occasion, we are required to maintain cash deposits with cer-

tain banks with respect to contractual obligations related to acquisitions
or divestitures or other legal obligations. As of December 31, 2017 and
2016, the amount of such restricted cash was approximately $33 million
and $32 million, respectively.

Accounts Receivable. Current and long-term accounts receiv-

able as of December 31, 2017 include retainage of $118 million and
unbilled receivables of $2,770 million, which includes approximately
$1,109 million of unbilled receivables under commercial aerospace
long-term aftermarket contracts. Current and long-term accounts
receivable as of December 31, 2016 include retainage of $106 million
and unbilled receivables of $2,786 million, which includes approximately
$1,169 million of unbilled receivables under commercial aerospace
long-term aftermarket contracts. See Note 5 for discussion of commer-
cial aerospace industry assets and commitments.

Retainage represents amounts that, pursuant to the applicable
contract, are not due until project completion and acceptance by the
customer. Unbilled receivables represent revenues that are not currently
billable to the customer under the terms of the contract. These items
are expected to be billed and collected in the normal course of
business.

Marketable Equity Securities. Equity securities that have a read-

ily determinable fair value and that we do not intend to trade are
classified as available-for-sale and carried at fair value. Unrealized hold-
ing gains and losses are recorded as a separate component of
shareowners’ equity, net of deferred income taxes.

In January 2016, the FASB issued ASU 2016-01, Financial

Instruments — Overall: Recognition and Measurement of Financial
Assets and Financial Liabilities. This ASU modifies how entities measure
equity investments and present changes in the fair value of financial
liabilities. Upon adoption, investments that do not result in consolidation
and are not accounted for under the equity method generally must be
carried at fair value, with changes in fair value recognized in net income.
As discussed in Note 10, we have approximately $5 million of unrealized
gains on these securities recorded in Accumulated other comprehen-
sive loss in our Consolidated Balance Sheet as of December 31, 2017.
We adopted this standard effective January 1, 2018, with these
amounts recorded directly to retained earnings as of that date.

tracts in progress are stated at the lower of cost or estimated realizable
value and are primarily based on first-in, first-out (FIFO) or average cost
methods; however, certain UTC Aerospace Systems and UTC Climate,
Controls & Security entities use the last-in, first-out (LIFO) method. If
inventories that were valued using the LIFO method had been valued
under the FIFO method, they would have been higher by $106 million
and $114 million at December 31, 2017 and 2016, respectively.

Costs accumulated against specific contracts or orders are at
actual cost. Valuation reserves for excess, obsolete, and slow-moving
inventory are estimated by comparing the inventory levels of individual
parts to both future sales forecasts or production requirements and
historical usage rates in order to identify inventory where the resale
value or replacement value is less than inventoriable cost. Other factors
that management considers in determining the adequacy of these
reserves include whether individual inventory parts meet current specifi-
cations and cannot be substituted for a part currently being sold or
used as a service part, overall market conditions, and other inventory
management initiatives. Manufacturing costs are allocated to current
production and firm contracts. Within commercial aerospace, inventory
costs attributable to new engine offerings are recognized based on the
average cost per unit expected over the life of each contract using the
units-of-delivery method of percentage of completion accounting.
Under this method, costs of initial engine deliveries in excess of the
projected contract per unit average cost are capitalized, and these
capitalized amounts are subsequently expensed as additional engine
deliveries occur for engines with costs below the projected contract
per unit average cost over the life of the contract. As described in the
“Revenue Recognition” section of Note 1 below, these costs will be
eliminated through retained earnings and will not be amortized into
future earnings upon adoption of Accounting Standards Update
(ASU) 2014-09, Revenue from Contracts with Customers effective
January 1, 2018.

Equity Method Investments. Investments in which we have

the ability to exercise significant influence, but do not control, are
accounted for under the equity method of accounting and are included
in Other assets on the Consolidated Balance Sheet. Under this method
of accounting, our share of the net earnings or losses of the investee
is included in Other income, net on the Consolidated Statement of
Operations since the activities of the investee are closely aligned with
the operations of the business segment holding the investment. We
evaluate our equity method investments whenever events or changes
in circumstance indicate that the carrying amounts of such investments
may be impaired. If a decline in the value of an equity method invest-
ment is determined to be other than temporary, a loss is recorded in
earnings in the current period.

Goodwill and Intangible Assets. Goodwill represents costs in
excess of fair values assigned to the underlying net assets of acquired
businesses. Goodwill and intangible assets deemed to have indefinite
lives are not amortized. Goodwill and indefinite-lived intangible assets
are subject to annual impairment testing using the guidance and criteria
described in the Intangibles — Goodwill and Other Topic of the FASB

40

2017 Annual Report

Notes to Consolidated Financial Statements

ASC. This testing compares carrying values to fair values and, when
appropriate, the carrying value of these assets is reduced to fair value.

In January 2017, the FASB issued ASU 2017-04, Intangibles —

Goodwill and Other (Topic 350): Simplifying the Test for Goodwill
Impairment. This ASU eliminates Step 2 of the current goodwill impair-
ment test, which requires a hypothetical purchase price allocation to
measure goodwill impairment. A goodwill impairment loss will instead
be measured at the amount by which a reporting unit’s carrying value
exceeds its fair value, not to exceed the recorded amount of goodwill.
The provisions of this ASU are effective for years beginning after
December 15, 2019, with early adoption permitted for any impairment
test performed on testing dates after January 1, 2017. We early
adopted this standard as of July 1, 2017 and this ASU did not have a
significant impact on our financial statements or disclosures.

Intangible assets consist of service portfolios, patents, trademarks/

tradenames, customer relationships and other intangible assets
including a collaboration asset, as discussed further in Note 2. Acquired
intangible assets are recognized at fair value in purchase accounting
and then amortized to cost of sales and selling, general & administrative
expenses over the applicable useful lives. Also included within other
intangible assets are commercial aerospace payments made to secure
certain contractual rights to provide product on new aircraft platforms.
We classify amortization of such payments as a reduction of sales. Such
payments are capitalized when there are distinct rights obtained and
there are sufficient incremental cash flows to support the recoverability
of the assets established. Otherwise, the applicable portion of the pay-
ments are expensed. Consideration paid on these contractual
commitments is capitalized when it is no longer conditional.

Useful lives of finite-lived intangible assets are estimated based
upon the nature of the intangible asset and the industry in which the
intangible asset is used. These intangible assets are amortized based
on the pattern in which the economic benefits of the intangible assets
are consumed. For both our commercial aerospace collaboration
assets and exclusivity arrangements, the pattern of economic benefit
generally results in lower amortization during the development period
with increasing amortization as programs enter full rate production and
aftermarket cycles. If a pattern of economic benefit cannot be reliably
determined, a straight-line amortization method is used. The range of
estimated useful lives is as follows:

Collaboration assets

Customer relationships and related programs

Purchased service contracts

Patents & trademarks

Exclusivity assets

30 years

1 to 50 years

5 to 25 years

4 to 40 years

5 to 25 years

Other Long-Lived Assets. We evaluate the potential impairment
of other long-lived assets whenever events or changes in circumstances
indicate that the related carrying amounts may not be recoverable. If the
carrying value of other long-lived assets held and used exceeds the sum
of the undiscounted expected future cash flows, the carrying value is
written down to fair value.

Long-Term Financing Receivables. Our long-term financing
receivables primarily represent balances related to the aerospace busi-
nesses such as long-term trade accounts receivable, leases, and notes
receivable. We also have other long-term receivables in our commercial
businesses; however, both the individual and aggregate amounts of
those other receivables are not significant.

Long-term trade accounts receivable, including unbilled receivables
related to long-term aftermarket contracts, are principally amounts arising
from the sale of goods and services with a contractual maturity date or
realization period of greater than one year and are recognized as “Other
assets” in our Consolidated Balance Sheet. Notes and leases receivable
represent notes and lease receivables other than receivables related to
operating leases, and are recognized as “Customer financing assets” in
our Consolidated Balance Sheet. The following table summarizes the
balance by class of aerospace business-related long-term receivables
as of December 31, 2017 and 2016:

(DOLLARS IN MILLIONS)

Long-term trade accounts receivable

Notes and leases receivable

Total long-term receivables

$

2017

973

424

$

2016

926

430

$ 1,397

$ 1,356

We determine a receivable is impaired when, based on current

information and events, it is probable that we will be unable to collect
amounts due according to the contractual terms of the receivable
agreement. Factors considered in assessing collectability and risk
include, but are not limited to, examination of credit quality indicators
and other evaluation measures, underlying value of any collateral or
security interests, significant past due balances, historical losses, and
existing economic conditions.

We determine credit ratings for each customer in our portfolio
based upon public information and information obtained directly from
our customers. We conduct a review of customer credit ratings, pub-
lished historical credit default rates for different rating categories, and
multiple third-party aircraft value publications as a basis to validate the
reasonableness of the allowance for losses on these balances quarterly
or when events and circumstances warrant. Customer credit ratings
range from customers with an extremely strong capacity to meet finan-
cial obligations, to customers whose uncollateralized receivable is in
default. There can be no assurance that actual results will not differ
from estimates or that consideration of these factors in the future will
not result in an increase or decrease to the allowance for credit losses
on long-term receivables. Based upon the customer credit ratings,
approximately 11% and 13% of our long-term receivables were con-
sidered to bear high credit risk as of December 31, 2017 and 2016,
respectively. See Note 5 for further discussion of commercial aerospace
industry assets and commitments.

Reserves for credit losses on receivables relate to specifically
identified receivables that are evaluated individually for impairment.
For notes and leases receivable, we determine a specific reserve for
exposure based on the difference between the carrying value of the
receivable and the estimated fair value of the related collateral in con-
nection with the evaluation of credit risk and collectability. For long-term

United Technologies Corporation

41

Notes to Consolidated Financial Statements

trade accounts receivable, we evaluate credit risk and collectability
individually to determine if an allowance is necessary. Our long-term
receivables reflected in the table above, which include reserves of
$17 million as of both December 31, 2017 and 2016, are individually
evaluated for impairment. At both December 31, 2017 and 2016, we
did not have any significant balances that are considered to be delin-
quent, on non-accrual status, past due 90 days or more, or considered
to be impaired.

Income Taxes. In the ordinary course of business there is inherent

uncertainty in quantifying our income tax positions. We assess our
income tax positions and record tax benefits for all years subject to
examination based upon management’s evaluation of the facts, circum-
stances, and information available at the reporting date. For those tax
positions where it is more-likely-than-not that a tax benefit will be sus-
tained, we have recorded the largest amount of tax benefit with a
greater than 50% likelihood of being realized upon ultimate settlement
with a taxing authority that has full knowledge of all relevant information.
For those income tax positions where it is not more-likely-than-not that
a tax benefit will be sustained, no tax benefit has been recognized in the
financial statements. Where applicable, associated interest expense has
also been recognized. We recognize accrued interest related to unrec-
ognized tax benefits in interest expense. Penalties, if incurred, would be
recognized as a component of income tax expense.

On December 22, 2017 the TCJA was enacted. The TCJA con-

tains a new law that may subject the Company to a tax on Global
Intangible Low-Taxed Income (GILTI), beginning in 2018. GILTI is a tax
on foreign income in excess of a deemed return on tangible assets of
foreign corporations. The FASB has provided that companies subject to
GILTI have the option to account for the GILTI tax as a period cost if and
when incurred, or to recognize deferred taxes for temporary differences,
including outside basis differences, expected to reverse as GILTI. We
have elected to account for GILTI as a period cost, if incurred.

Revenue Recognition. As a result of our diverse product and
service mix and customer base, we use multiple revenue recognition
practices. We recognize sales for products and services in accordance
with the provisions of Staff Accounting Bulletin (SAB) Topic 13, Revenue
Recognition, as applicable. Products and services included within the
scope of this SAB Topic include heating, ventilating, air-conditioning
and refrigeration systems, certain alarm and fire detection and suppres-
sion systems, commercially funded research and development
contracts and certain aerospace components. Sales within the scope
of this SAB Topic are recognized when persuasive evidence of an
arrangement exists, product delivery has occurred or services have
been rendered, pricing is fixed or determinable and collectability is
reasonably assured. Subsequent changes in service contracts are
accounted for prospectively.

Contract Accounting and Separately Priced Maintenance and

Extended Warranty Aftermarket Contracts: For our construction-type
and certain production-type contracts, sales are recognized on a
percentage-of-completion basis following contract accounting meth-
ods. Contracts consist of enforceable agreements which form the basis
of our unit of accounting for measuring sales, accumulating costs and

42

2017 Annual Report

recording loss provisions as necessary. Contract accounting requires
estimates of award fees and other sources of variable consideration as
well as future costs over the performance period of the contract. Cost
estimates also include the estimated cost of satisfying our offset obliga-
tions required under certain contracts. Cost estimates are subject to
change and result in adjustments to margins on contracts in progress.
The extent of progress toward completion on our long-term commercial
aerospace equipment is measured using units of delivery or other con-
tractual milestones. The extent of progress towards completion on our
development and other cost reimbursement contracts in our aerospace
businesses and elevator and escalator sales, installation, modernization
and other construction contracts in our commercial businesses is mea-
sured using cost-to-cost based input measures. Contract costs include
estimated inventoriable manufacturing, engineering, product warranty
and product performance guarantee costs, as appropriate.

For separately priced product maintenance and extended warranty
aftermarket contracts, sales are recognized over the contract period. In
the commercial businesses, sales are primarily recognized on a straight-
line basis. In the aerospace businesses, sales are primarily recognized
in proportion to cost as sufficient historical evidence indicates that costs
of performing services under the contract are incurred on an other than
straight-line basis.

Loss provisions on original equipment contracts are recognized

to the extent that estimated contract costs exceed the estimated
consideration from the products contemplated under the contractual
arrangement. For new commitments, we generally record loss provi-
sions at the earlier of contract announcement or contract signing except
for certain requirements contracts under which losses are recorded
upon receipt of the purchase order which obligates us to perform. For
existing commitments, anticipated losses on contracts are recognized
in the period in which losses become evident. Products contemplated
under contractual arrangements include firm quantities of products sold
under contract and, in the large commercial engine and wheels and
brakes businesses, future highly probable sales of replacement parts
required by regulation that are expected to be sold subsequently for
incorporation into the original equipment. In the large commercial
engine and wheels and brakes businesses, when the combined original
equipment and aftermarket arrangements for each individual sales
campaign are profitable, we record original equipment product losses,
as applicable, at the time of delivery.

We review our cost estimates on significant contracts on a quar-

terly basis, and for others, no less frequently than annually or when
circumstances change and warrant a modification to a previous esti-
mate. We record changes in contract estimates using the cumulative
catch-up method in accordance with the Revenue Recognition Topic
of the FASB ASC. Operating profits included significant net unfavorable
changes in aerospace contract estimates of approximately $110 million
and $157 million in 2017 and 2016, respectively, primarily the result of
unexpected increases in estimated costs related to Pratt & Whitney long
term aftermarket contracts. Operating profits included significant net
favorable changes in aerospace contract estimates of approximately

$115 million in 2015, primarily representing favorable contract adjust-
ments at Pratt & Whitney.

Collaborations: Sales generated from engine programs, spare
parts sales, and aftermarket business under collaboration arrangements
are recorded consistent with our revenue recognition policies in our
consolidated financial statements. Amounts attributable to our collabo-
rators for their share of sales are recorded as cost of sales in our
financial statements based upon the terms and nature of the arrange-
ment. Costs associated with engine programs under collaborative
arrangements are expensed as incurred. Under these arrangements,
collaborators contribute their program share of engine parts, incur their
own production costs and make certain payments to Pratt & Whitney
for shared or joint program costs. The reimbursement of a collabora-
tor’s share of program costs is recorded as a reduction of the related
expense item at that time.

Cash Payments to Customers: UTC Climate, Controls & Security

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 for our products. We account for
incentive payments made as a reduction in sales. In our aerospace
businesses, we may make participation payments to certain customers
to secure certain contractual rights. To the extent these rights are incre-
mental and are supported by the incremental cash flows obtained, they
are capitalized as intangible assets. Otherwise, such payments are
expensed. We classify the subsequent amortization of the capitalized
acquired intangible assets from our customers as a reduction in sales.
Contractually stated prices in arrangements with our customers that
include the acquisition of intangible rights within the scope of the
Intangibles — Goodwill and Other Topic of the FASB ASC and deliver-
ables within the scope of the Revenue Recognition Topic of the FASB
ASC are not presumed to be representative of fair value for determining
the amounts to allocate to each element of an arrangement.

Accounting Standards Update (ASU) 2014-09, Revenue from
Contracts with Customers: In May 2014, the FASB issued Accounting
Standards Update (ASU) 2014-09, Revenue from Contracts with
Customers. In 2015 and 2016, the FASB issued various updates to this
ASU as follows:

• ASU 2015-14, Revenue from Contracts with Customers

(Topic 606): Deferral of the Effective Date — delays the effective
date of ASU 2014-09 by one year.

• ASU 2016-08, Revenue from Contracts with Customers

(Topic 606), Principal versus Agent Considerations (Reporting
Revenue Gross versus Net) — clarifies how an entity should
identify the unit of accounting (i.e. the specified good or service)
for the principal versus agent evaluation and how it should apply
the control principle to certain types of arrangements.
• ASU 2016-10, Revenue from Contracts with Customers
(Topic 606), Identifying Performance Obligations and
Licensing — clarifies the guidance surrounding licensing
arrangements and the identification of performance obligations.

Notes to Consolidated Financial Statements

• ASU 2016-12, Revenue from Contracts with Customers
(Topic 606), Narrow-Scope Improvements and Practical
Expedients — addresses implementation issues raised by stake-
holders concerning collectability, noncash consideration,
presentation of sales tax, and transition.

• ASU 2016-20, Revenue from Contracts with Customers
(Topic 606), Technical Corrections and Improvements —
addresses loan guarantee fees, impairment testing of contract
costs, provisions for losses on certain contracts, and various
disclosures.

ASU 2014-09 and its related amendments (collectively, the
New Revenue Standard) are effective for reporting periods beginning
after December 15, 2017, and interim periods therein. In accordance
with the standard, we have adopted the New Revenue Standard effec-
tive January 1, 2018 and elected the modified retrospective approach
with the cumulative effect of adoption recognized through retained
earnings at the date of adoption.

The New Revenue Standard will change the revenue recognition

practices for a number of revenue streams across our businesses,
although the most significant impacts will be concentrated within our
aerospace units. Several businesses, which currently account for rev-
enue on an output units of delivery basis will be required to use an input
method of an “over time” model as they meet one or more of the man-
datory criteria established in the New Revenue Standard. Revenue will
now be recognized based on percentage-of-completion for repair con-
tracts within Otis and UTC Climate, Controls & Security; certain U.S.
Government aerospace contracts; and aerospace aftermarket service
work. For these businesses, unrecognized sales and operating profits
related to the satisfied portion of the performance obligations of con-
tracts in process as of the date of adoption will be recorded through
retained earnings. While we are still finalizing our retained earnings
impact evaluation, the ongoing effect of recognizing revenue on an input
method of an over time model within these businesses is not expected
to be material.

In addition to the foregoing, our aerospace businesses will also
incur changes related to the timing of manufacturing cost recognition
and certain engineering and development costs. In most circum-
stances, our commercial aerospace businesses will identify the
performance obligation, or the unit of accounting, as the individual
original equipment (OEM) unit; revenues and costs to manufacture
each unit will be recognized upon OEM unit delivery. Generally under
current practice, the unit of accounting is the contract, and early-
contract OEM unit costs in excess of the average expected over the
contract are capitalized and amortized over lower-cost units later in
the contract. With the adoption of the New Revenue Standard, deferred
unit costs in excess of the contract average of $438 million as of
December 31, 2017 will be eliminated through retained earnings and
will not be amortized into future earnings.

With regard to costs incurred for the engineering and development

of aerospace products under contract with customers, we generally
expense as incurred unless there is a contractually guaranteed right of
recovery. The New Revenue Standard requires product engineering and

United Technologies Corporation

43

Notes to Consolidated Financial Statements

development costs to be capitalized as contract fulfillment costs, to the
extent recoverable from the associated contract margin, and subse-
quently amortized as the OEM products are delivered to the customer.
We are still finalizing the calculation of the impact of this change to our
adoption-date retained earnings. The ongoing impact will not change
the total amount of cost incurred, but will change the timing of recogni-
tion of that cost.

Prior to the New Revenue Standard, any customer funding
received for such development efforts was recognized when earned,
with the corresponding costs recognized as cost of sales. The New
Revenue Standard requires customer funding of OEM product engi-
neering and development to be deferred and recognized as revenue as
the OEM products are delivered to the customer. For contracts that are
open as of the adoption date, previously recognized customer funding
will be established as a contract liability as deferred income. We are still
finalizing the calculation of the impact of this change to our adoption-
date retained earnings.

We expect the New Revenue Standard will have an immaterial

impact on our 2018 net income. Adoption of the New Revenue Stan-
dard will result in income statement classification changes between
Revenues, Cost of sales, Research & development, and Other income.
The New Revenue Standard will also result in the establishment of
Contract asset and Contract liability balance sheet accounts, and in
the reclassification to these new accounts from Accounts receivable;
Inventories and contracts in progress, net; and Accrued liabilities. The
New Revenue Standard requires ongoing incremental disclosures
including explanation of significant changes in the Contract asset and
Contract liability balances, and disaggregation of revenue into catego-
ries that depict how the nature, amount, timing and uncertainty of
revenue and cash flows are affected by economic factors.

The New Revenue Standard also requires disclosure of remaining

performance obligations, which is a concept that is similar to that of
backlog, which we report in Item I, Part I of our Form 10-K. Beginning in
2018, we will align our definition of backlog with that of remaining per-
formance obligations under the New Revenue Standard. We have
historically included in backlog engine orders from airlines for which
such purchase orders have not yet been received. Effective with the
adoption of the New Revenue Standard, we will no longer include in
backlog airline engine orders for which we have not yet received the
associated firm manufacturing purchase order. Excluding these engine
orders is expected to result in a significant decline in reported backlog
in 2018.

Research and Development. Research and development costs
not specifically covered by contracts and those related to the company
sponsored share of research and development activity in connection
with cost-sharing arrangements are charged to expense as incurred.
Government research and development support, not associated with
specific contracts, is recorded as a reduction to research and develop-
ment expense in the period earned. See Note 8 for a discussion of
amendments of certain government research and development support
arrangements concluded in December 2015 between P&WC and the
Canadian government.

44

2017 Annual Report

Research and development costs incurred under contracts with
customers are included as a contract cost and reported as a compo-
nent of cost of products sold when revenue from such contracts is
recognized. Research and development costs in excess of contractual
consideration are expensed as incurred.

Foreign Exchange. We conduct business in many different cur-

rencies and, accordingly, are subject to the inherent risks associated
with foreign exchange rate movements. The financial position and
results of operations of substantially all of our foreign subsidiaries are
measured using the local currency as the functional currency. Foreign
currency denominated assets and liabilities are translated into U.S.
Dollars at the exchange rates existing at the respective balance sheet
dates, and income and expense items are translated at the average
exchange rates during the respective periods. The aggregate effects of
translating the balance sheets of these subsidiaries are deferred as a
separate component of shareowners’ equity.

Derivatives and Hedging Activity. We have used derivative

instruments, including swaps, forward contracts and options, to help
manage certain foreign currency, interest rate and commodity price
exposures. Derivative instruments are viewed as risk management tools
by us and are not used for trading or speculative purposes. By their
nature, all financial instruments involve market and credit risks. We enter
into derivative and other financial instruments with major investment
grade financial institutions and have policies to monitor the credit risk of
those counterparties. We limit counterparty exposure and concentration
of risk by diversifying counterparties. While there can be no assurance,
we do not anticipate any material non-performance by any of these
counterparties. We enter into transactions that are subject to enforce-
able master netting arrangements or similar agreements with various
counterparties. However, we have not elected to offset multiple con-
tracts with a single counterparty and, as a result, the fair value of the
derivative instruments in a loss position is not offset against the fair
value of derivative instruments in a gain position.

Derivatives used for hedging purposes may be designated and
effective as a hedge of the identified risk exposure at the inception of
the contract. All derivative instruments are recorded on the balance
sheet at fair value. Derivatives used to hedge foreign-currency denomi-
nated balance sheet items are reported directly in earnings along with
offsetting transaction gains and losses on the items being hedged.
Derivatives used to hedge forecasted cash flows associated with for-
eign currency commitments or forecasted commodity purchases may
be accounted for as cash flow hedges, as deemed appropriate. Gains
and losses on derivatives designated as cash flow hedges are recorded
in other comprehensive income and reclassified to earnings as a com-
ponent of product sales or expenses, as applicable, when the hedged
transaction occurs. To the extent that a previously designated hedging
transaction is no longer an effective hedge, any ineffectiveness mea-
sured in the hedging relationship is recorded currently in earnings in the
period it occurs. As discussed in Note 14, at December 31, 2017 we
have approximately e3.7 billion of Euro-denominated long-term debt,
which qualify as a net investment hedge against our investments in

Notes to Consolidated Financial Statements

European businesses. We had no Euro-denominated commercial paper
borrowings outstanding at December 31, 2017.

To the extent the hedge accounting criteria are not met, the foreign

currency forward contracts are utilized as economic hedges and
changes in the fair value of these contracts are recorded currently in
earnings in the period in which they occur. Additional information per-
taining to foreign currency forward contracts and net investment
hedging is included in Note 14.

Environmental. Environmental investigatory, remediation,

operating and maintenance costs are accrued when it is probable
that a liability has been incurred and the amount can be reasonably
estimated. The most likely cost to be incurred is accrued based on an
evaluation of currently available facts with respect to each individual
site, including existing technology, current laws and regulations and
prior remediation experience. Where no amount within a range of esti-
mates is more likely, the minimum is accrued. For sites with multiple
responsible parties, we consider our likely proportionate share of the
anticipated remediation costs and the ability of the other parties to fulfill
their obligations in establishing a provision for those costs. Liabilities
with fixed or reliably determinable future cash payments are discounted.
Accrued environmental liabilities are not reduced by potential insurance
reimbursements. See Note 18 for additional details on the environmen-
tal remediation activities.

Pension and Postretirement Obligations. Guidance under the
Compensation — Retirement Benefits Topic of the FASB ASC requires
balance sheet recognition of the overfunded or underfunded status of
pension and postretirement benefit plans. Under this guidance, actuarial
gains and losses, prior service costs or credits, and any remaining tran-
sition assets or obligations that have not been recognized under
previous accounting standards must be recognized in other compre-
hensive income, net of tax effects, until they are amortized as a
component of net periodic benefit cost.

In March 2017, the FASB issued ASU 2017-07, Compensation —

Retirement Benefits (Topic 715), Improving the Presentation of Net
Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.
This ASU requires an employer to report the service cost component of
net periodic pension benefit cost in the same line item or items as other
compensation costs arising from services rendered by the pertinent
employees during the period, with other cost components presented
separately from the service cost component and outside of income from
operations. This ASU also allows only the service cost component of
net periodic pension benefit cost to be eligible for capitalization when
applicable. The provisions of this ASU are effective for years beginning
after December 15, 2017, and we adopted the new standard effective
January 1, 2018. Provisions related to presentation of the service cost
components versus other cost components must be applied retrospec-
tively, while provisions related to service cost component eligibility for
capitalization must be applied prospectively. This ASU primarily impacts
the presentation of net periodic pension cost/benefit and therefore we
do not expect this ASU to have a material impact on net income; how-
ever, it will result in changes to reported operating profit.

Product Performance Obligations. We extend performance
and operating cost guarantees beyond our normal service and warranty
policies for extended periods on some of our products, particularly
commercial aircraft engines. Liability under such guarantees is based
upon future product performance and durability. We accrue for such
costs that are probable and can be reasonably estimated. In addition,
we incur discretionary costs to service our products in connection with
product performance issues. The costs associated with these product
performance and operating cost guarantees require estimates over the
full terms of the agreements, and require management to consider fac-
tors such as the extent of future maintenance requirements and the
future cost of material and labor to perform the services. These cost
estimates are largely based upon historical experience. See Note 17 for
further discussion.

Collaborative Arrangements. In view of the risks and costs
associated with developing new engines, Pratt & Whitney has entered
into certain collaboration arrangements in which sales, costs and risks
are shared. Sales generated from engine programs, spare parts, and
aftermarket business under collaboration arrangements are recorded
as earned in our financial statements. Amounts attributable to our col-
laborators for their share of sales are recorded as an expense in our
financial statements based upon the terms and nature of the arrange-
ment. Costs associated with engine programs under collaborative
arrangements are expensed as incurred. Under these arrangements,
collaborators contribute their program share of engine parts, incur their
own production costs and make certain payments to Pratt & Whitney
for shared or joint program costs. The reimbursement of the collabora-
tors’ share of program costs is recorded as a reduction of the related
expense item at that time. As of December 31, 2017, the collaborators’
interests in all commercial engine programs ranged from 14% to 50%,
inclusive of a portion of Pratt & Whitney’s interests held by other partici-
pants. Pratt & Whitney is the principal participant in all existing
collaborative arrangements, with the exception of the Engine Alliance
(EA), a joint venture with GE Aviation, which markets and manufactures
the GP7000 engine for the Airbus A380 aircraft. There are no individu-
ally significant collaborative arrangements and none of the collaborators
exceed a 31% share in an individual program. The following table illus-
trates the income statement classification and amounts attributable to
transactions arising from the collaborative arrangements between par-
ticipants for each period presented. Selling, general and administrative
amounts for 2016 and 2015 have been revised to present these
amounts on a basis consistent with 2017 presentation.

(DOLLARS IN MILLIONS)

Collaborator share of sales:

Cost of products sold

Cost of services sold

Collaborator share of program costs
(reimbursement of expenses incurred):

Cost of products sold

Research and development

Selling, general and administrative

2017

2016

2015

$ 1,789

$ 1,700

$ 1,547

929

675

652

(143)

(190)

(74)

(108)

(184)

(57)

(104)

(248)

(53)

United Technologies Corporation

45

Notes to Consolidated Financial Statements

Accounting Pronouncements. In October 2016, the FASB
issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers
of Assets Other Than Inventory. This ASU requires the income tax con-
sequences of an intra-entity transfer of an asset, other than inventory, to
be recognized when the transfer occurs. Two common examples of
assets included in the scope of this update are intellectual property and
property, plant, and equipment. The provisions of this ASU are effective
for years beginning after December 15, 2017, with early adoption per-
mitted. We do not expect this ASU to have a significant impact on our
financial statements or disclosures. We adopted the new standard
effective January 1, 2018.

In February 2016, the FASB issued ASU 2016- 02, Leases
(Topic 842). The new standard establishes a right-of-use (ROU) model
that requires a lessee to record a ROU asset and a lease liability on the
balance sheet for all leases with terms longer than 12 months. Leases
will be classified as either finance or operating, with classification affect-
ing the pattern of expense recognition in the Consolidated Statement
of Operations. In addition, this standard requires a lessor to classify
leases as either sales-type, finance or operating. A lease will be treated
as a sale if it transfers all of the risks and rewards, as well as control of
the underlying asset, to the lessee. If risks and rewards are conveyed
without the transfer of control, the lease is treated as financing. If the
lessor doesn’t convey risks and rewards or control, the lease is treated
as operating.

The new standard is effective for fiscal years beginning after
December 15, 2018, including interim periods within those fiscal years.
A modified retrospective transition approach is required for lessees for
capital and operating leases and lessors for sales-type, direct financing,
and operating leases existing at, or entered into after, the beginning of
the earliest comparative period presented in the financial statements,
with certain practical expedients available. In November 2017, the
FASB announced a decision to offer an additional practical expedient
related to the transition to the new lease accounting standard which
allows for its prospective adoption. The FASB is expected to formally
communicate this new practical expedient through an Accounting
Standards Update to be released in early 2018. While we are still evalu-
ating the impact of our pending adoption of the new standard on our
consolidated financial statements, we expect that upon adoption we will
recognize ROU assets and lease liabilities and that the amounts could
be material. We do not expect the ASU to have a material impact on our
cash flows or results of operations.

In January 2017, the FASB issued ASU 2017-01, Business
Combinations (Topic 805): Clarifying the Definition of a Business. This
ASU provides a new framework that will assist in the evaluation of
whether business combination transactions should be accounted for
as an acquisition of a business or as a group of assets, and specifies
the minimum required inputs and processes necessary to be a busi-
ness. The provisions of this ASU are effective for years beginning after
December 15, 2017, with early adoption permitted. We adopted the
new standard effective January 1, 2018.

In May 2017, the FASB issued ASU 2017-09, Compensation —
Stock Compensation (Topic 718): Scope of Modification Accounting.

46

2017 Annual Report

This ASU provides that an entity should account for the effects of a
modification unless the fair value, the vesting conditions of the modified
award and the classification of the modified award (equity or liability
instrument) are the same as the original award immediately before the
modification. The provisions of this ASU are effective for years beginning
after December 15, 2017, with early adoption permitted. We do not
expect this ASU to have a significant impact on our financial statements
or disclosures. We adopted the new standard effective January 1, 2018.
In August 2017, the FASB issued ASU 2017-12, Derivatives
and Hedging (Topic 815): Targeted Improvements to Accounting for
Hedging Activities. This ASU will make more financial and nonfinancial
hedging strategies eligible for hedge accounting. It also amends the
presentation and disclosure requirements and changes how companies
assess effectiveness. It is intended to more closely align hedge
accounting with a company’s risk management strategies, simplify
the application of hedge accounting, and increase transparency as to
the scope and results of hedging programs. The provisions of this ASU
are effective for years beginning after December 15, 2018, with early
adoption permitted for any interim period after issuance of the ASU.
We do not expect this ASU to have a significant impact on our results of
operations or financial position. We adopted the new standard effective
January 1, 2018.

NOTE 2: BUSINESS ACQUISITIONS, DISPOSITIONS, GOODWILL
AND INTANGIBLE ASSETS

Business Acquisitions and Dispositions. Our investments in busi-
nesses in 2017, 2016 and 2015 totaled $231 million, $712 million
(including debt assumed of $2 million) and $556 million (including debt
assumed of $18 million), respectively. Our investments in businesses in
2017 consisted of a number of small acquisitions, primarily in our com-
mercial businesses. Our investments in businesses in 2016 consisted of
the acquisition of a majority interest in an Italian heating products and
services company by UTC Climate, Controls & Security, the acquisition
of a Japanese services company by Otis and a number of small acquisi-
tions, primarily in our commercial businesses. Our investments in
businesses in 2015 consisted of the acquisition of the majority interest
in a UTC Climate, Controls & Security business, the acquisition of an
imaging technology company by UTC Aerospace Systems, and a num-
ber of small acquisitions, primarily in our commercial businesses.

On September 4, 2017, we announced that we had entered into a
merger agreement with Rockwell Collins, Inc. (Rockwell Collins), under
which we agreed to acquire Rockwell Collins. Under the terms of the
merger agreement, each Rockwell Collins shareowner will receive
$93.33 per share in cash and a fraction of a share of UTC common
stock equal to the quotient obtained by dividing $46.67 by the average
of the volume-weighted average prices per share of UTC common
stock on the NYSE on each of the 20 consecutive trading days ending
with the trading day immediately prior to the closing date, (the “UTC
Stock Price”), subject to adjustment based on a two-way collar mecha-
nism as described below (the “Stock Consideration”). The cash and
UTC stock payable in exchange for each such share of Rockwell Collins
common stock are collectively the “Merger Consideration.” The fraction
of a share of UTC common stock into which each such share of

Notes to Consolidated Financial Statements

Intangible Assets. Identifiable intangible assets are comprised of

the following:

(DOLLARS IN MILLIONS)

Amortized:

2017

2016

Gross
Amount

Accumulated
Amortization

Gross
Amount

Accumulated
Amortization

Service portfolios

$

2,178

$ (1,534)

$

1,995

$ (1,344)

Patents and trademarks

399

(233)

378

Collaboration intangible
assets

Customer relationships
and other

Unamortized:

4,109

(384)

3,724

13,352

20,038

(4,100)

(6,251)

12,798

18,895

(201)

(211)

(3,480)

(5,236)

Trademarks and other

2,096

—

2,025

—

Total

$ 22,134

$ (6,251)

$ 20,920

$ (5,236)

Customer relationship intangible assets include payments made to
our customers to secure certain contractual rights. Such payments are
capitalized when distinct rights are obtained and sufficient incremental
cash flows to support the recoverability of the assets have been estab-
lished. Otherwise, the applicable portion of the payments is expensed.
We amortize these intangible assets based on the underlying pattern of
economic benefit, which may result in an amortization method other
than straight-line. In the aerospace industry, amortization based on the
pattern of economic benefit generally results in lower amortization
expense during the development period with amortization expense
increasing as programs enter full production and aftermarket cycles. If a
pattern of economic benefit cannot be reliably determined, a straight-
line amortization method is used. We classify amortization of such
payments as a reduction of sales. Amortization of intangible assets was
$834 million, $778 million and $722 million in 2017, 2016 and 2015,
respectively. The collaboration intangible assets are amortized based
upon the pattern of economic benefits as represented by the underlying
cash flows. The following is the expected amortization of intangible
assets for 2018 through 2022, which reflects the pattern of expected
economic benefit on certain aerospace intangible assets:

(DOLLARS IN MILLIONS)

Amortization expense

2018

2019

2020

2021

2022

$ 902

$ 869

$ 888

$ 902

$ 895

Rockwell Collins common stock will be converted is the “Exchange
Ratio.” The Exchange Ratio will be determined based upon the UTC
Stock Price. If the UTC Stock Price is greater than $107.01 but less
than $124.37, the Exchange Ratio will be equal to the quotient of (i)
$46.67 divided by (ii) the UTC Stock Price, which, in each case, will
result in the Stock Consideration having a value equal to $46.67. If the
UTC Stock Price is less than or equal to $107.01 or greater than or
equal to $124.37, then a two-way collar mechanism will apply, pursuant
to which, (x) if the UTC Stock Price is greater than or equal to $124.37,
the Exchange Ratio will be fixed at 0.37525 and the value of the Stock
Consideration will be greater than $46.67, and (y) if the UTC Stock Price
is less than or equal to $107.01, the Exchange Ratio will be fixed at
0.43613 and the value of the Stock Consideration will be less than
$46.67. On January 11, 2018, the merger was approved by Rockwell
Collins’ shareowners. We currently expect that the merger will be com-
pleted in the third quarter of 2018, subject to customary closing
conditions, including the receipt of required regulatory approvals.

We anticipate that approximately $15 billion will be required to
pay the aggregate cash portion of the Merger Consideration. We expect
to fund the cash portion of the Merger Consideration through debt
issuances and cash on hand. Additionally, we have entered into a
$6.5 billion 364-day unsecured bridge loan credit agreement that would
be funded only to the extent certain anticipated debt issuances are not
completed prior to the completion of the merger. We expect to assume
approximately $7 billion of Rockwell Collins’ outstanding debt upon
completion of the merger.

As discussed further in Note 3, on November 6, 2015, we com-

pleted the sale of Sikorsky to Lockheed Martin Corp. for approximately
$9.1 billion in cash.

Goodwill. The changes in the carrying amount of goodwill, by

segment, in 2017 are as follows:

(DOLLARS IN MILLIONS)

Balance as of
January 1,
2017

Goodwill
resulting from
business
combinations

Foreign
currency
translation
and other

Balance as of
December 31,
2017

Otis

$

1,575

$

28

$ 134

$

1,737

UTC Climate, Controls
& Security

Pratt & Whitney

UTC Aerospace Systems

Total Segments

Eliminations and other

9,487

1,511

14,483

27,056

3

130

—

—

158

—

392

—

167

693

—

10,009

1,511

14,650

27,907

3

Total

$ 27,059

$ 158

$ 693

$ 27,910

United Technologies Corporation

47

Notes to Consolidated Financial Statements

NOTE 3: DISCONTINUED OPERATIONS

On November 6, 2015, we completed the sale of Sikorsky to Lockheed
Martin Corp. for $9.1 billion in cash. Accordingly, the results of opera-
tions and the cash flows related to Sikorsky have been classified in
Discontinued Operations in our Consolidated Statements of Operations,
Comprehensive Income and Cash Flows for all periods presented. In
2016, we recognized approximately $13 million of additional gain on the
disposal, primarily resulting from the settlement of working capital
adjustments. In 2016, we recognized approximately $24 million of
income tax expense, including the impacts related to filing Sikorsky’s
2015 tax returns. Net cash outflows from discontinued operations of
approximately $2.5 billion for the year ended December 31, 2016 were
primarily due to the payment of taxes related to the 2015 gain realized
on the sale of Sikorsky.

UTC and its business segments have historically had sales to

Sikorsky and purchases from Sikorsky, in the normal course of busi-
ness, which were eliminated in consolidation. Net sales to Sikorsky
were $138 million and net purchases from Sikorsky included in cost of
products and services sold were $25 million for the year ended
December 31, 2015.

NOTE 4: EARNINGS PER SHARE

(DOLLARS IN MILLIONS, EXCEPT PER SHARE
AMOUNTS; SHARES IN MILLIONS)

Net income attributable to common
shareowners:

2017

2016

2015

Net income from continuing operations

$ 4,552

$ 5,065

$ 3,996

Net (loss) income from discontinued
operations

Net income attributable to common
shareowners

Basic weighted average number of shares
outstanding

Stock awards

Diluted weighted average number of shares
outstanding

Earnings Per Share of Common Stock — Basic:

—

(10)

3,612

$ 4,552

$ 5,055

$ 7,608

790.0

9.1

818.2

7.9

872.7

10.5

799.1

826.1

883.2

Net income from continuing operations

$

5.76

$

6.19

$

4.58

Net (loss) income from discontinued
operations

Net income attributable to common
shareowners

—

(0.01)

4.14

5.76

6.18

8.72

Earnings Per Share of Common Stock — Diluted:

Net income from continuing operations

$

5.70

$

6.13

$

4.53

Net (loss) income from discontinued
operations

Net income attributable to common
shareowners

—

(0.01)

4.09

5.70

6.12

8.61

The computation of diluted earnings per share excludes the effect
of the potential exercise of stock awards, including stock appreciation

rights and stock options, when the average market price of the com-
mon stock is lower than the exercise price of the related stock awards
during the period. These outstanding stock awards are not included in
the computation of diluted earnings per share because the effect
would have been anti-dilutive. For 2017, 2016 and 2015, there were
5.9 million, 14.5 million and 9.7 million anti-dilutive stock awards
excluded from the computation, respectively.

NOTE 5: COMMERCIAL AEROSPACE INDUSTRY ASSETS AND
COMMITMENTS

We have receivables and other financing assets with commercial aero-
space industry customers totaling $9,477 million and $7,222 million at
December 31, 2017 and 2016, respectively. These include customer
financing assets related to commercial aerospace industry customers,
consisting of products under lease of $1,913 million and $939 million,
and notes and leases receivable of $652 million and $497 million, at
December 31, 2017 and 2016, respectively.

Aircraft financing commitments, in the form of debt or lease financ-

ing, are provided to commercial aerospace customers. The extent to
which the financing commitments will be utilized is not currently known,
since customers may be able to obtain more favorable terms from other
financing sources. We may also arrange for third-party investors to
assume a portion of these commitments. If financing commitments are
exercised, debt financing is generally secured by assets with fair market
values equal to or exceeding the financed amounts consistent with mar-
ket terms and conditions. We may also lease aircraft and subsequently
sublease the aircraft to customers under long-term non-cancelable
operating leases. Our financing commitments with customers are
contingent upon maintenance of certain levels of financial condition by
the customers.

We have also made residual value and other guarantees related to
various commercial aerospace customer financing arrangements. The
estimated fair market values of the guaranteed assets equal or exceed
the value of the related guarantees, net of existing reserves. We have
residual value and other guarantees of $336 million as of December 31,
2017. Refer to Note 17 to the Consolidated Financial Statements for
additional discussion on guarantees.

We also have other contractual commitments, including commit-
ments to secure certain contractual rights to provide product on new
aircraft platforms, which are included in “Other commercial aerospace
commitments” in the table below. Payments made on these contractual
commitments are included within other intangible assets and are to be
amortized over the term of underlying economic benefit. Our commer-
cial aerospace financing and other contractual commitments as of
December 31, 2017 were approximately $15.3 billion. We have entered
into certain collaboration arrangements, which may include participation
by our collaboration partners in these commitments.

48

2017 Annual Report

Notes to Consolidated Financial Statements

The following is the expected maturity of commercial aerospace industry assets and commitments as of December 31, 2017:

(DOLLARS IN MILLIONS)

Notes and leases receivable

Commercial aerospace financing commitments

Other commercial aerospace commitments

Collaboration partners’ share

Total commercial commitments

Committed

$

$

652

4,012

11,270

(5,109)

2018

$ 211

$ 371

910

(374)

$

$

2019

56

678

840

(402)

2020

$

79

$ 636

684

(396)

$

$

2021

38

891

735

(525)

2022

Thereafter

$

35

$ 783

645

(491)

$

$

233

653

7,456

(2,921)

$ 10,173

$ 907

$ 1,116

$ 924

$ 1,101

$ 937

$ 5,188

In connection with our 2012 agreement to acquire Rolls-Royce’s
ownership and collaboration interests in IAE, additional payments are
due to Rolls-Royce contingent upon each hour flown through June
2027 by the V2500-powered aircraft in service as of the acquisition
date. These flight hour payments, included in “Other commercial aero-
space commitments” in the table above, are being capitalized as
collaboration intangible assets.

We have long-term aftermarket maintenance contracts with com-
mercial aerospace industry customers for which revenue is recognized
in proportion to actual costs incurred relative to total expected costs
to be incurred over the respective contract periods. Billings, however,
are typically based on factors such as engine flight hours. The timing
differences between the billings and the maintenance costs incurred
generates both unbilled receivables and deferred revenues. Unbilled
receivables under these long-term aftermarket contracts totaled
$1,109 million and $1,169 million at December 31, 2017 and 2016,
respectively, and are included in “Accounts receivable” and “Other
assets” in the accompanying Consolidated Balance Sheet. Deferred
revenues generated totaled $5,048 million and $4,288 million at
December 31, 2017 and 2016, respectively, and are included in
“Accrued liabilities” and “Other long-term liabilities” in the accompanying
Consolidated Balance Sheet.

Reserves related to aerospace receivables and financing assets
were $175 million and $173 million at December 31, 2017 and 2016,
respectively. Reserves related to financing commitments and guaran-
tees were $23 million and $36 million at December 31, 2017 and 2016,
respectively.

In addition, in connection with the 2012 Goodrich acquisition, we

recorded assumed liabilities of approximately $2.2 billion related to cus-
tomer contractual obligations on certain OEM development programs
where the expected costs exceeded the expected revenue under
contract. These liabilities are being liquidated in accordance with the
underlying economic pattern of obligations, as reflected by the net cash
outflows incurred on the OEM contracts. Total consumption of the con-
tractual obligations for the years ended December 31, 2017 and 2016
was approximately $217 million and $213 million, respectively. The
balance of the contractual obligations at December 31, 2017 was
$986 million, with future consumption expected to be as follows:
$257 million in 2018, $229 million in 2019, $150 million in 2020,
$84 million in 2021, $37 million in 2022 and $229 million thereafter.

NOTE 6: INVENTORIES & CONTRACTS IN PROGRESS

(DOLLARS IN MILLIONS)

Raw materials

Work-in-process

Finished goods

Contracts in progress

Less:

Progress payments, secured by lien, on U.S. Government
contracts

Billings on contracts in progress

2017

2016

$ 2,038

$ 2,040

3,366

3,845

10,205

19,454

2,787

3,305

9,395

17,527

(236)

(130)

(9,337)

(8,693)

$ 9,881

$ 8,704

Raw materials, work-in-process and finished goods are net of valu-

ation reserves of $1,107 million and $877 million as of December 31,
2017 and 2016, respectively. Contracts in progress principally relate to
elevator and escalator contracts and include costs of manufactured
components, accumulated installation costs and estimated earnings on
incomplete contracts.

Inventories also include capitalized contract development costs
related to certain aerospace programs at UTC Aerospace Systems.
As of December 31, 2017 and 2016, these capitalized costs were
$127 million and $140 million, respectively, which will be liquidated
as production units are delivered to customers. Within commercial
aerospace, inventory costs attributable to new engine offerings are
recognized based on the average cost per unit expected over the life
of each contract using the units-of-delivery method of percentage of
completion accounting. Under this method, costs of initial engine deliv-
eries in excess of the projected contract per unit average cost are
capitalized, and these capitalized amounts are subsequently expensed
as additional engine deliveries occur for engines with costs below the
projected contract per unit average cost over the life of the contract. As
of December 31, 2017 and 2016, inventory included $438 million and
$233 million, respectively, of such capitalized amounts. See Note 1 for
further discussion regarding the impact from the adoption of the New
Revenue Standard effective January 1, 2018.

Our sales contracts in many cases are long-term contracts

expected to be performed over periods exceeding 12 months. At
December 31, 2017 and 2016, approximately 63% and 68% respec-
tively, of total inventories and contracts in progress have been acquired
or manufactured under such long-term contracts, with approximately
38% and 41% scheduled for delivery within the succeeding 12 months
for 2017 and 2016, respectively.

United Technologies Corporation

49

Notes to Consolidated Financial Statements

NOTE 7: FIXED ASSETS

(DOLLARS IN MILLIONS)

Land

Estimated
Useful Lives

2017

412

2016

$

392

$

Buildings and improvements

12 - 40 years

5,727

5,180

Machinery, tools and equipment

3 - 20 years

13,476

12,471

Other, including assets under construction

Accumulated depreciation

1,749

1,426

21,364

19,469

(11,178)

(10,311)

The Canadian government settlement included in the table
above represents amounts expected to be paid under this agreement
in 2018, with the remaining accrual of approximately $256 million and
$477 million included in Other long-term liabilities in the accompanying
Consolidated Balance Sheet as of December 31, 2017 and 2016,
respectively.

NOTE 9: BORROWINGS AND LINES OF CREDIT

(DOLLARS IN MILLIONS)

2017

2016

$ 10,186

$ 9,158

Short-term borrowings:

Depreciation expense was $1,178 million in 2017, $1,105 million in

2016 and $1,068 million in 2015.

NOTE 8: ACCRUED LIABILITIES

(DOLLARS IN MILLIONS)

2017

2016

Advances on sales contracts and service billings

$

4,547

$

4,217

Accrued salaries, wages and employee benefits

1,741

1,608

Service and warranty accruals

Interest payable

Litigation and contract matters

Income taxes payable

Accrued property, sales and use taxes

Canadian government settlement — current portion

Accrued restructuring costs

Accrued workers compensation

Other

629

439

435

285

258

217

212

204

555

395

488

382

289

245

210

208

3,349

3,622

$ 12,316

$ 12,219

On December 30, 2015, P&WC and federal and provincial
Canadian government agencies entered into amendments of certain
government research and development support arrangements. Under
the amendments, P&WC agreed to make four annual payments of
approximately $327 million Canadian (approximately $256 million at
December 2017), commencing in the first quarter of 2016, to fully settle
and terminate P&WC’s future contractual obligations to pay royalties to
these agencies that had previously been contingent upon future engine
deliveries and P&WC sales; to maintain its commitments to perform cer-
tain assembly, test and manufacturing operations in Canada; and to
provide support of innovation and research and development through
initiatives with post-secondary institutions and key industry associations
in Canada over a 14 year period. As a result of the amendments to
these contractual arrangements, Pratt & Whitney recorded a charge
and related discounted obligation of $867 million in the fourth quarter
of 2015.

Commercial paper

Other borrowings

Total short-term borrowings

$ 300

$ 522

92

79

$ 392

$ 601

At December 31, 2017, we had revolving credit agreements with

various banks permitting aggregate borrowings of up to $4.35 billion
pursuant to a $2.20 billion revolving credit agreement and a $2.15 billion
multicurrency revolving credit agreement, both of which expire in
August 2021. As of December 31, 2017, there were no borrowings
under either of these agreements. The undrawn portions of these
revolving credit agreements are also available to serve as backup facili-
ties for the issuance of commercial paper. As of December 31, 2017,
our maximum commercial paper borrowing limit was $4.35 billion. We
had no Euro-denominated commercial paper borrowings outstanding
at December 31, 2017. We use our commercial paper borrowings for
general corporate purposes, including the funding of potential acquisi-
tions, discretionary pension contributions, debt refinancing, dividend
payments and repurchases of our common stock. The need for com-
mercial paper borrowings arises when the use of domestic cash for
general corporate purposes exceeds the sum of domestic cash genera-
tion and foreign cash repatriated to the U.S.

At December 31, 2017, approximately $1.3 billion was available
under short-term lines of credit with local banks at our various domestic
and international subsidiaries. The weighted-average interest rates
applicable to short-term borrowings and total debt were as follows:

Average interest expense rate — average outstanding
borrowings during the year:

Short-term borrowings

Total debt

Average interest expense rate — outstanding borrowings as
of December 31:

Short-term borrowings

Total debt

2017

2016

1.1%

3.5%

2.3%

3.5%

1.3%

4.1%

0.6%

3.7%

50

2017 Annual Report

Long-term debt consisted of the following as of December 31:

(DOLLARS IN MILLIONS)

1.800% notes due 20171

6.800% notes due 2018
EURIBOR plus 0.80% floating rate notes due 2018 (e750
million principal value) 2

1.778% junior subordinated notes due 2018
LIBOR plus 0.350% floating rate notes due 20193
1.500% notes due 20191
EURIBOR plus 0.15% floating rate notes due 2019 (e750
million principal value) 2

8.875% notes due 2019
4.875% notes due 20201
4.500% notes due 20201
1.900% notes due 20201

8.750% notes due 2021
1.950% notes due 20211
1.125% notes due 2021 (e950 million principal value) 1
2.300% notes due 20221
3.100% notes due 20221
1.250% notes due 2023 (e750 million principal value) 1
2.800% notes due 20241
1.875% notes due 2026 (e500 million principal value) 1
2.650% notes due 20261
3.125% notes due 20271

7.100% notes due 2027

6.700% notes due 2028
7.500% notes due 20291
5.400% notes due 20351
6.050% notes due 20361
6.800% notes due 20361

7.000% notes due 2038
6.125% notes due 20381
5.700% notes due 20401
4.500% notes due 20421
4.150% notes due 20451
3.750% notes due 20461
4.050% notes due 20471

Project financing obligations

Other (including capitalized leases)

Total principal long-term debt

Other (fair market value adjustments, discounts and debt
issuance costs)

Total long-term debt

Less: current portion

2017

2016

$

— $

1,500

99

99

890

1,100

783

1,100

350

650

890

271

171

1,250

1,000

250

750

1,127

500

2,300

890

800

593

1,150

1,100

141

400

550

600

600

134

159

1,000

1,000

3,500

850

1,100

600

158

195

350

650

—

271

171

1,250

—

250

750

992

—

2,300

783

—

522

1,150

—

141

400

550

600

600

134

159

1,000

1,000

3,500

850

1,100

—

155

189

27,118

23,299

(25)

27,093

2,104

1

23,300

1,603

Long-term debt, net of current portion

$ 24,989

$ 21,697

1 We may redeem these notes at our option pursuant to their terms.
2 The three-month EURIBOR rate as of December 29, 2017 was approximately -0.329%.

The notes may be redeemed at our option in whole, but not in part, at any time in the event
of certain developments affecting U.S. taxation.

3 The three-month LIBOR rate as of December 29, 2017 was approximately 1.694%.

In connection with the merger agreement with Rockwell Collins

announced on September 4, 2017, we have entered into a $6.5 billion

Notes to Consolidated Financial Statements

364-day unsecured bridge loan credit agreement that would be funded
only to the extent certain anticipated debt issuances are not completed
prior to the completion of the merger. See Note 2 for additional
discussion.

On November 13, 2017, we issued e750 million aggregate princi-

pal amount of floating rate notes due 2019. The interest rate is reset
quarterly based upon the three-month EURIBOR rate plus 0.15%, with
a minimum interest rate for any period of no less than 0.00%. The net
proceeds from this debt issuance were used to fund the repayment of
commercial paper and for other general corporate purposes.

On May 4, 2017, we issued $1.0 billion aggregate principal amount

of 1.900% notes due 2020, $500 million aggregate principal amount of
2.300% notes due 2022, $800 million aggregate principal amount of
2.800% notes due 2024, $1.1 billion aggregate principal amount of
3.125% notes due 2027 and $600 million aggregate principal amount of
4.050% notes due 2047. The net proceeds received from these debt
issuances were used to fund the repayment at maturity of our 1.800%
notes due 2017, representing $1.5 billion in aggregate principal, and for
other general corporate purposes.

On December 1, 2016, we redeemed all outstanding 5.375%
notes due in 2017, representing $1.0 billion in aggregate principal, and
all outstanding 6.125% notes due in 2019, representing $1.25 billion in
aggregate principal, under our redemption notice issued on
November 1, 2016. A combined net extinguishment loss of approxi-
mately $164 million was recognized within Interest expense, net in the
accompanying Consolidated Statement of Operations.

On November 1, 2016, we issued $650 million aggregate principal

amount of 1.500% notes due 2019, $750 million aggregate principal
amount of 1.950% notes due 2021, $1,150 million aggregate principal
amount of 2.650% notes due 2026, $1,100 million aggregate principal
amount of 3.750% notes due 2046 and $350 million aggregate principal
amount of floating rate notes due 2019. We used the net proceeds
received from these issuances to fund the redemption price of the
5.375% notes due 2017 and the 6.125% notes due 2019, to fund the
repayment of commercial paper, and for other general corporate
purposes.

On February 22, 2016, we issued e950 million aggregate principal

amount of 1.125% notes due 2021, e500 million aggregate principal
amount of 1.875% notes due 2026 and e750 million aggregate princi-
pal amount of floating rate notes due 2018. The net proceeds from
these debt issuances were used for general corporate purposes.

The project financing obligations included in the table above are

associated with the sale of rights to unbilled revenues related to the
ongoing activity of an entity owned by UTC Climate, Controls & Secu-
rity. The percentage of total short-term borrowings and long-term debt
at variable interest rates was 9% and 7% at December 31, 2017 and
2016, respectively. Interest rates on our commercial paper borrowings
are considered variable due to their short-term duration and high-
frequency of turnover.

United Technologies Corporation

51

Notes to Consolidated Financial Statements

The average maturity of our long-term debt at December 31, 2017
is approximately 11 years. The schedule of principal payments required
on long-term debt for the next five years and thereafter is:

(DOLLARS IN MILLIONS)

2018

2019

2020

2021

2022

Thereafter

Total

$

2,104

2,271

2,479

2,175

2,804

15,285

$ 27,118

We have an existing universal shelf registration statement filed with

the Securities and Exchange Commission (SEC) for an indeterminate
amount of equity and debt securities for future issuance, subject to our
internal limitations on the amount of equity and debt to be issued under
this shelf registration statement.

NOTE 10: EQUITY

On November 11, 2015, we entered into ASR agreements to repur-
chase an aggregate of $ 6.0 billion of our common stock utilizing the
net after-tax proceeds from the sale of Sikorsky. Under the terms of the
ASR agreements, we made the aggregate payments and received an
initial delivery of approximately 51.9 million shares of our common

stock, representing approximately 85% of the shares expected to be
repurchased. In 2016, the shares associated with the remaining portion
of the aggregate purchase were settled upon final delivery to us of
approximately 10.1 million additional shares of common stock. Includ-
ing the remaining shares settled in 2016, the final price under the
November 11, 2015 ASR was $96.74 per share.

On March 13, 2015, we entered into ASR agreements to repur-
chase an aggregate of $2.65 billion of our common stock. Under the
terms of the ASR agreements, we made the aggregate payments and
received an initial delivery of approximately 18.6 million shares of our
common stock, representing approximately 85% of the shares
expected to be repurchased. On July 31, 2015, the shares associated
with the remaining portion of the aggregate purchase were settled upon
final delivery of approximately 4.2 million additional shares of common
stock. Including the remaining shares settled on July 31, 2015, the final
price under the ASR was $116.11 per share.

On August 3, 2015, we received approximately $1.1 billion from

the proceeds of the remarketing of our 1.550% junior subordinated
notes, which were originally issued as part of our equity units on
June 18, 2012, and issued approximately 11.3 million shares of com-
mon stock to settle the purchase obligation of the holders of the equity
units under the purchase contract entered into at the time of the original
issuance of the equity units.

A summary of the changes in each component of accumulated other comprehensive (loss) income, net of tax for the years ended

December 31, 2017 and 2016 is provided below:

(DOLLARS IN MILLIONS)

Balance at December 31, 2015

Other comprehensive (loss) income before reclassifications, net

Amounts reclassified, pre-tax

Tax (benefit) expense reclassified

Balance at December 31, 2016

Other comprehensive income before reclassifications, net

Amounts reclassified, pre-tax

Tax (benefit) expense reclassified

Balance at December 31, 2017

Amounts reclassified related to our defined benefit pension and
postretirement plans include amortization of prior service costs and
actuarial net losses recognized during each period presented. These
costs are recorded as components of net periodic pension cost for
each period presented (see Note 12 for additional details).

Amounts reclassified that relate to unrealized gains (losses) on
available-for-sale securities, pre-tax includes approximately $500 million
of previously unrealized gains reclassified to other income as a result of
sales of significant investments in available-for-sale securities in 2017,
including UTC Climate, Controls & Security’s sale of investments in
Watsco, Inc.

Foreign
Currency
Translation

Defined Benefit
Pension and
Postretirement
Plans

Unrealized Gains
(Losses) on
Available-for-
Sale Securities

Unrealized
Hedging
(Losses)
Gains

Accumulated
Other
Comprehensive
(Loss) Income

$ (2,438)

$ (5,135)

$ 293

$ (339)

$ (7,619)

(1,042)

—

—

(247)

535

(198)

119

(94)

35

54

171

(48)

(1,116)

612

(211)

$ (3,480)

$ (5,045)

$ 353

$ (162)

$ (8,334)

540

(10)

—

78

529

(214)

3

(566)

215

$ (2,950)

$ (4,652)

$

5

$

264

(39)

9

72

885

(86)

10

$ (7,525)

All noncontrolling interests with redemption features, such as put
options, that are not solely within our control (redeemable noncontrol-
ling interests) are reported in the mezzanine section of the Consolidated
Balance Sheet, between liabilities and equity, at the greater of redemp-
tion value or initial carrying value. The decrease in the value of
redeemable noncontrolling interest in our Consolidated Balance Sheet
as of December 31, 2017 is primarily attributable to the acquisition by
UTC Climate, Controls & Security of the remaining interest in an Italian
heating products and services company, initially acquired in 2016.

52

2017 Annual Report

Notes to Consolidated Financial Statements

NOTE 11: INCOME TAXES

Income Before Income Taxes. The sources of income from continu-
ing operations before income taxes are:

Provision for Income Taxes. The income tax expense (benefit)
for the years ended December 31, 2017, 2016 and 2015 consisted of
the following components:

(DOLLARS IN MILLIONS)

United States

Foreign

2017

2016

2015

(DOLLARS IN MILLIONS)

$ 2,990

$ 2,534

$ 2,782

Current:

4,773

4,599

3,685

United States:

$ 7,763

$ 7,133

$ 6,467

On December 22, 2017 Public Law 115-97 “An Act to Provide for
Reconciliation Pursuant to Titles II and V of the Concurrent Resolution
on the Budget for Fiscal Year 2018” was enacted. This law is commonly
referred to as the Tax Cuts and Jobs Act of 2017 (TCJA).

The Company recorded a tax charge of $690 million in connection

with the passage of the TCJA. This amount relates to U.S. income tax
attributable to previously undistributed earnings of UTC’s international
subsidiaries and equity investments, net of foreign tax credits, and the
revaluation of U.S. deferred income taxes. In accordance with Staff
Accounting Bulletin 118 (SAB 118) issued on December 22, 2017, the
U.S. income tax attributable to the TCJA’s deemed repatriation provi-
sion, the revaluation of U.S. deferred taxes and the tax consequences
relating to states with current conformity to the Internal Revenue Code
are provisional amounts. Due to the enactment date and tax complexi-
ties of the TCJA, the Company has not completed its accounting
related to these items.

The Company operates in approximately 80 countries through
numerous subsidiaries and joint venture arrangements. To complete the
accounting associated with the TCJA, the Company will continue to
review the technical interpretations of the underlying law, monitor state
legislative changes, and review U.S. federal and state guidance as it is
issued. For example, on January 19, 2018, the Department of the
Treasury issued Notice 2018-13. We anticipate an additional tax cost of
approximately $70 million related to this notice. This amount will be
recorded in the first quarter 2018 together with other adjustments as
appropriate. Further, the Company will continue to accumulate and
refine the relevant data and computational elements needed to finalize
its accounting for the effects of the TCJA by December 22, 2018.

Prior to enactment of the TCJA, with few exceptions, U.S. income
taxes had not been provided on undistributed earnings of UTC’s inter-
national subsidiaries as the Company had intended to reinvest such
earnings permanently outside the U.S. or to repatriate such earnings
only when it was tax effective to do so. As of December 31, 2017 such
undistributed earnings were approximately $34 billion. The Company is
evaluating the impact of the TCJA on its existing accounting position
related to the undistributed earnings. Due to the inherent complexities in
determining any incremental U.S. Federal and State taxes and the non-
U.S. taxes that may be due if the earnings were remitted to the U.S. and
in accordance with SAB 118 this evaluation has not been completed
and no provisional amount has been recorded in regard to this amount.

Federal

State

Foreign

Future:

United States:

Federal

State

Foreign

2017

2016

2015

$ 1,577

$

64

1,140

2,781

(27)

84

5

62

30

(21)

1,290

1,299

$

328

(37)

1,158

1,449

318

134

(54)

398

712

109

(159)

662

Income tax expense

$ 2,843

$ 1,697

$ 2,111

Attributable to items credited (charged) to
equity

$ (128)

$

(299)

$

(114)

Reconciliation of Effective Income Tax Rate. Differences

between effective income tax rates and the statutory U.S. federal
income tax rate are as follows:

2017

2016

2015

Statutory U.S. federal income tax rate

35.0 %

35.0 %

Tax on international activities

Tax audit settlements

U.S. tax reform

Other

Effective income tax rate

(6.4)%

(0.7)%

8.9 %

(0.2)%

36.6 %

(8.1)%

(2.9)%

——

(0.2)%

23.8 %

35.0 %

(2.0)%

—

(0.4)%

32.6 %

The 2017 effective tax rate reflects a net tax charge of $690 million,

as described above, attributable to the passage of the TCJA.

The decrease in the Tax audit settlement represents a $55 million
favorable adjustment in 2017 related to the expiration of certain statute
of limitations offset by the absence of the favorable audit settlements in
2016 described below.

The decrease in the benefit associated with international activities
is related to international earnings taxed at lower statutory rates offset
by the absence of certain credits included in 2016. On December 7,
2017, the province of Quebec enacted a retroactive tax law change
resulting in a cost of $48 million offset by the 2016 French law changes
described below.

The 2016 effective tax rate reflects $206 million of favorable adjust-

ments related to the conclusion of the review by the Examination
Division of the Internal Revenue Service of the UTC 2011 and 2012 tax
years and the Goodrich Corporation 2011 and 2012 tax years through
the date of its acquisition, as well as the absence of 2015 items
described below. In addition, at the end of 2016, France enacted a tax
law change reducing its corporate income tax rate, which resulted in a
tax benefit of $25 million.

The 2015 effective tax rate reflects an unfavorable tax adjustment
of $274 million related to the repatriation of certain foreign earnings, the

United Technologies Corporation

53

Notes to Consolidated Financial Statements

majority of which were 2015 current year earnings, and a favorable
adjustment of approximately $45 million related to a non-taxable gain
recorded in the first quarter. France, the U.K. and certain U.S. states
enacted tax law changes in the fourth quarter which resulted in a net
incremental cost of approximately $68 million in 2015.

Deferred Tax Assets and Liabilities. Future income taxes repre-

sent the tax effects of transactions which are reported in different
periods for tax and financial reporting purposes. These amounts consist
of the tax effects of temporary differences between the tax and financial
reporting balance sheets and tax carryforwards. Future income tax ben-
efits and payables within the same tax paying component of a particular
jurisdiction are offset for presentation in the Consolidated Balance
Sheet. The amounts related to 2017 have been provisionally adjusted
for the impact of the TCJA.

The tax effects of temporary differences and tax carryforwards

which gave rise to future income tax benefits and payables at
December 31, 2017 and 2016 are as follows:

(DOLLARS IN MILLIONS)

Future income tax benefits:

Insurance and employee benefits

Other asset basis differences

Other liability basis differences

Tax loss carryforwards

Tax credit carryforwards

Valuation allowances

Future income taxes payable:

Other asset basis differences

Other items, net

2017

2016

$

928

798

1,158

544

948

(582)

$ 2,382

1,098

1,403

494

873

(545)

$ 3,794

$ 5,705

$ 3,415

$ 5,376

411

364

$ 3,826

$ 5,740

Valuation allowances have been established primarily for tax credit

carryforwards, tax loss carryforwards, and certain foreign temporary
differences to reduce the future income tax benefits to expected realiz-
able amounts.

Tax Credit and Loss Carryforwards. At December 31, 2017,
tax credit carryforwards, principally state and foreign, and tax loss carry-
forwards, principally state and foreign, were as follows:

(DOLLARS IN MILLIONS)

Expiration period:

2018-2022

2023-2027

2028-2037

Indefinite

Total

Tax Credit
Carryforwards

Tax Loss
Carryforwards

$

22

33

269

624

$

307

218

359

1,942

$ 948

$ 2,826

Unrecognized Tax Benefits. At December 31, 2017, we had
gross tax-effected unrecognized tax benefits of $1,189 million, all of
which, if recognized, would impact the effective tax rate. A reconciliation
of the beginning and ending amounts of unrecognized tax benefits and
interest expense related to unrecognized tax benefits for the years
ended December 31, 2017, 2016 and 2015 is as follows:

54

2017 Annual Report

(DOLLARS IN MILLIONS)

Balance at January 1

2017

2016

2015

$ 1,086

$ 1,169

$ 1,089

Additions for tax positions related to the
current year

Additions for tax positions of prior years

Reductions for tax positions of prior years

Settlements

192

73

(91)

(71)

69

167

(61)

(258)

206

99

(101)

(124)

Balance at December 31

$ 1,189

$ 1,086

$ 1,169

Gross interest expense related to
unrecognized tax benefits

Total accrued interest balance at
December 31

$

$

34

$41

$39

215

$

185

$

176

In accordance with SAB 118 described above, the portion of the
balance of unrecognized tax benefits at December 31, 2017 related to
the TCJA has been determined provisionally based on an analysis of
currently available information.

We conduct business globally and, as a result, UTC or one or more
of our subsidiaries files income tax returns in the U.S. federal jurisdiction
and various state and foreign jurisdictions. In the normal course of busi-
ness we are subject to examination by taxing authorities throughout the
world, including such major jurisdictions as Australia, Belgium, Brazil,
Canada, China, France, Germany, Hong Kong, India, Italy, Japan,
Mexico, Netherlands, Poland, Singapore, South Korea, Spain, Switzer-
land, the United Kingdom and the United States. With few exceptions,
we are no longer subject to U.S. federal, state and local, or non-U.S.
income tax examinations for years before 2006.

During the quarter ended September 30, 2017, the Company rec-

ognized a noncash gain of approximately $64 million, including a pre-
tax interest adjustment of $9 million, as a result of federal, state and
non-U.S. tax year closures related to audit resolutions and the expira-
tion of applicable statutes of limitation, including expiration of the U.S.
federal income tax statute of limitations for UTC’s 2013 tax year.

During the quarter ended December 31, 2016, the Company rec-
ognized a noncash gain of approximately $172 million, including a pre-
tax interest adjustment of $22 million, as a result of the closure of the
audit by the Examination Division of the Internal Revenue Service (IRS)
of UTC tax years 2011 and 2012.

During the quarter ended September 30, 2016, the Company rec-
ognized a noncash gain of approximately $58 million, primarily tax, as a
result of the closure of the audit by the Examination Division of the IRS
of Goodrich Corporation tax years 2011 and 2012 through the date of
acquisition by UTC.

It is reasonably possible that a net reduction within the range of
$40 million to $435 million of unrecognized tax benefits may occur over
the next 12 months as a result of additional worldwide uncertain tax
positions, the revaluation of current uncertain tax positions arising from
developments in examinations, in appeals, or in the courts, or the clo-
sure of tax statutes. The range of potential change does not include
provisional amounts related to TCJA as sufficient information is not
available to complete our analysis at this time.

As of December 31, 2017, UTC’s tax years 2014 and 2015 were

under audit by the Examination Division of the Internal Revenue Service.
On January 9, 2018 UTC’s 2016 tax year was added to the 2014–2015

audit. The combined audit of tax years 2014, 2015 and 2016 is
expected to continue beyond the next twelve months.

See Note 18 “Contingent Liabilities” for discussion regarding
uncertain tax positions, included in the above range, related to pending
litigation with respect to certain deductions claimed in Germany.

NOTE 12: EMPLOYEE BENEFIT PLANS

We sponsor numerous domestic and foreign employee benefit plans,
which are discussed below.

Employee Savings Plans. We sponsor various employee savings

plans. Our contributions to employer sponsored defined contribution
plans were $351 million, $318 million and $356 million for 2017, 2016
and 2015, respectively.

Our non-union domestic employee savings plan uses an Employee

Stock Ownership Plan (ESOP) for employer matching contributions.
External borrowings were used by the ESOP to fund a portion of its pur-
chase of ESOP stock from us. The external borrowings have been
extinguished and only re-amortized loans remain between UTC and the
ESOP Trust. As ESOP debt service payments are made, common stock
is released from an unreleased shares account. ESOP debt may be pre-
paid or re-amortized to either increase or decrease the number of
shares released so that the value of released shares equals the value of
plan benefit. We may also, at our option, contribute additional common
stock or cash to the ESOP.

Shares of common stock are allocated to employees’ ESOP
accounts at fair value on the date earned. Cash dividends on common
stock held by the ESOP are used for debt service payments. Partici-
pants may choose to have their ESOP dividends reinvested or
distributed in cash. Common stock allocated to ESOP participants is
included in the average number of common shares outstanding for both
basic and diluted earnings per share. At December 31, 2017, 26.0 mil-
lion common shares had been allocated to employees, leaving 10.5
million unallocated common shares in the ESOP Trust, with an approxi-
mate fair value of $1.3 billion.

Pension Plans. We sponsor both funded and unfunded domestic

and foreign defined benefit pension plans that cover a large number of
our employees. Our largest plans are generally closed to new partici-
pants. Our plans use a December 31 measurement date consistent with
our fiscal year.

Notes to Consolidated Financial Statements

(DOLLARS IN MILLIONS)

Change in Benefit Obligation:

Beginning balance

Service cost

Interest cost

Actuarial loss

Total benefits paid

Net settlement, curtailment and special termination benefits

Other

Ending balance

Change in Plan Assets:

Beginning balance

Actual return on plan assets

Employer contributions

Benefits paid

Settlements

Other

Ending balance

Funded Status:

Fair value of plan assets

Benefit obligations

Funded status of plan

Amounts Recognized in the Consolidated Balance
Sheet Consist of:

Noncurrent assets

Current liability

Noncurrent liability

Net amount recognized

Amounts Recognized in Accumulated Other
Comprehensive Loss Consist of:

Net actuarial loss

Prior service cost (credit)

Net amount recognized

2017

2016

$ 34,923

$ 35,428

374

1,120

1,804

(1,782)

(49)

609

383

1,183

1,831

(1,660)

(1,566)

(676)

$ 36,999

$ 34,923

$ 30,555

$ 31,011

4,258

2,188

(1,782)

(41)

511

3,202

384

(1,660)

(1,632)

(750)

$ 35,689

$ 30,555

$ 35,689

$ 30,555

(36,999)

(34,923)

$ (1,310)

$ (4,368)

$

957

$

(70)

451

(72)

(2,197)

(4,747)

$ (1,310)

$ (4,368)

$

7,238

$

7,941

37

(6)

$

7,275

$

7,935

At the end of fiscal 2015, we changed the approach we had used

to estimate the service and interest components of net periodic pension
cost for our significant pension plans. This change, compared to the
previous approach, resulted in a net decrease in the service and interest
components of our annual net periodic pension cost of approximately
$215 million for 2016. Historically, we estimated the service and interest
cost components utilizing a single-weighted average discount rate
derived from the yield curve used to measure the benefit obligation at
the beginning of the period. We have elected to utilize a full yield curve
approach in the estimation of these components by applying the spe-
cific spot rates along the yield curve used in determination of the benefit
obligation to the relevant projected cash flows. We made this change to
provide a more precise measurement of service and interest costs by
improving the correlation between projected benefit cash flows to the
corresponding spot yield curve rates. This change does not materially
affect the measurement of our total benefit obligations.

As part of our long-term strategy to de-risk our defined benefit

pension plans, we made discretionary contributions of approximately
$1.9 billion to our domestic defined benefit pension plans in the quarter

United Technologies Corporation

55

The accumulated benefit obligation for all defined benefit pension

plans was $36.2 billion and $34.2 billion at December 31, 2017 and
2016, respectively.

The components of the net periodic pension (benefit) cost are as

follows:

(DOLLARS IN MILLIONS)

Pension Benefits:

Service cost

Interest cost

Expected return on plan assets

Amortization of prior service credit

Recognized actuarial net loss

Net settlement, curtailment and special
termination benefits loss

2017

2016

2015

$

374

$

383

$

493

1,120

(2,215)

1,183

(2,202)

1,399

(2,264)

(36)

575

3

(33)

572

498

401

$

(11)

882

150

649

Net periodic pension (benefit) cost — employer

$

(179)

$

Net settlement and curtailment losses for pension benefits includes

curtailment losses of approximately $109 million related to, and
recorded in, discontinued operations for the year ended December 31,
2015. In addition, total net periodic pension cost includes approximately
$98 million related to, and recorded in, discontinued operations for the
year ended December 31, 2015.

Other changes in plan assets and benefit obligations recognized in

other comprehensive loss in 2017 are as follows:

(DOLLARS IN MILLIONS)

Current year actuarial gain

Amortization of actuarial loss

Current year prior service cost

Amortization of prior service credit

Net settlement and curtailment loss

Other

Total recognized in other comprehensive loss

Net recognized in net periodic pension (benefit) cost and other
comprehensive loss

$ (239)

(575)

4

36

(11)

125

$ (660)

$ (839)

The amount included in “Other” in the above table primarily reflects
the impact of foreign exchange translation, primarily for plans in the U.K.
and Canada.

The estimated amount that will be amortized from accumulated

other comprehensive loss into net periodic pension (benefit) cost in
2018 is as follows:

(DOLLARS IN MILLIONS)

Net actuarial loss

Prior service credit

$ 402

(41)

$ 361

Notes to Consolidated Financial Statements

ended September 30, 2017. In 2016, we entered into an agreement to
purchase a group annuity contract to transfer approximately $768 mil-
lion of our outstanding pension benefit obligations related to certain U.S.
retirees or beneficiaries, which was finalized on October 12, 2016. We
also offered certain former U.S. employees or beneficiaries (generally all
former U.S. participants not yet in receipt of their vested pension ben-
efits) an option to take a one-time lump-sum distribution in lieu of future
monthly pension payments, which reduced our pension benefit obliga-
tions by approximately $935 million. These transactions reduced the
assets of our defined benefit pension plans by approximately $1.5 bil-
lion. As a result of these 2016 transactions, we recognized a one-time
pre-tax pension settlement charge of approximately $423 million in the
fourth quarter of 2016.

The amounts included in “Other” in the above table primarily reflect
the impact of foreign exchange translation, primarily for plans in the U.K.
and Canada.

As approved in 2016, effective January 1, 2017, a voluntary lump-

sum option is available for the frozen final average earnings benefits of
certain U.S. salaried employees upon termination of employment after
2016. This option provides participants with the choice of electing to
receive a lump-sum payment in lieu of receiving a future monthly pen-
sion benefit. This plan change reduced the projected benefit obligation
by $170 million.

Qualified domestic pension plan benefits comprise approximately
74% of the projected benefit obligation. Benefits for union employees
are generally based on a stated amount for each year of service. For
non-union employees, benefits for service up to December 31, 2014 are
generally based on an employee’s years of service and compensation
through December 31, 2014. Benefits for service after December 31,
2014 are based on the existing cash balance formula that was adopted
in 2003 for newly hired non-union employees and for other non-union
employees who made a one-time voluntary election to have future ben-
efit accruals determined under this formula. Certain foreign plans, which
comprise approximately 25% of the projected benefit obligation, are
considered defined benefit plans for accounting purposes. Nonqualified
domestic pension plans provide supplementary retirement benefits to
certain employees and are not a material component of the projected
benefit obligation.

We made $1.9 billion of cash contributions to our domestic defined

benefit pension plans and made $212 million of cash contributions to
our foreign defined benefit pension plans in 2017. In 2016, we made
$100 million of cash contributions to our domestic defined benefit pen-
sion plans and made $203 million of cash contributions to our foreign
defined benefit pension plans.

Information for pension plans with accumulated benefit obligations

in excess of plan assets:

(DOLLARS IN MILLIONS)

Projected benefit obligation

Accumulated benefit obligation

Fair value of plan assets

56

2017 Annual Report

2017

2016

$ 22,360

$ 32,732

22,159

20,438

32,095

27,943

Notes to Consolidated Financial Statements

Major assumptions used in determining the benefit obligation and

net cost for pension plans are presented in the following table as
weighted-averages:

Discount rate

PBO

Interest cost1

Service cost1

Salary scale

Benefit Obligation

Net Cost

2017

2016

2017

2016

2015

3.4% 3.8% 3.8% 4.1% 3.8%

—

—

—

—

3.3% 3.4%

3.6% 3.8%

—

—

4.2% 4.1% 4.1% 4.2% 4.2%

Expected return on plan assets

—

—

7.3% 7.3% 7.6%

Note 1 The 2017 and 2016 discount rates used to measure the service cost and interest cost
applies to our significant plans. The PBO discount rate is used for the service cost and
interest cost measurements for non-significant plans.

In determining the expected return on plan assets, we consider the
relative weighting of plan assets, the historical performance of total plan
assets and individual asset classes, and economic and other indicators
of future performance. In addition, we may consult with and consider
the opinions of financial and other professionals in developing appropri-
ate capital market assumptions. Return projections are also validated
using a simulation model that incorporates yield curves, credit spreads
and risk premiums to project long-term prospective returns.

The plans’ investment management objectives include providing
the liquidity and asset levels needed to meet current and future benefit
payments, while maintaining a prudent degree of portfolio diversification
considering interest rate risk and market volatility. Globally, investment
strategies target a mix of 50% to 55% of growth seeking assets and
45% to 50% of income generating and hedging assets using a wide
diversification of asset types, fund strategies and investment managers.
The growth seeking allocation consists of global public equities in devel-

oped and emerging countries, private equity, real estate and multi-asset
class strategies. Growth assets include an enhanced alpha strategy that
invests in publicly traded equity and fixed income securities, derivatives
and foreign currency. Investments in private equity are primarily via lim-
ited partnership interests in buy-out strategies with smaller allocations to
distressed debt funds. The real estate strategy is principally concen-
trated in directly held U.S. core investments with some smaller
investments in international, value-added and opportunistic strategies.
Within the income generating assets, the fixed income portfolio consists
of mainly government and broadly diversified high quality corporate
bonds.

The plans have continued their pension risk management tech-
niques designed to reduce the plans’ interest rate risk. More specifically,
the plans have incorporated liability hedging programs that include the
adoption of a risk reduction objective as part of the long-term invest-
ment strategy. Under this objective the interest rate hedge is
dynamically increased as funded status improves. The hedging pro-
grams incorporate a range of assets and investment tools, each with
ranging interest rate sensitivity. As result of the improved funded status
of the plans due to favorable asset returns and funding of the plans, the
interest rate hedge increased significantly during 2017. The investment
portfolios are currently hedging approximately 55% to 60% of the inter-
est rate sensitivity of the pension plan liabilities.

As a result of the shift in the target asset mix to higher income gen-

erating and hedging assets and lower growth seeking assets, we will
reduce the expected return on plan assets assumption for 2018 includ-
ing the assumption of a 7% return on plan assets for our qualified
domestic pension plans.

The fair values of pension plan assets at December 31, 2017 and 2016 by asset category are as follows:

(DOLLARS IN MILLIONS)

Asset Category:

Public Equities

Global Equities
Global Equity Commingled Funds1
Enhanced Global Equities2
Global Equity Funds at net asset value8

Private Equities3,8

Fixed Income Securities

Governments

Corporate Bonds
Fixed Income Securities8

Real Estate4,8
Other5,8
Cash & Cash Equivalents6,8

Subtotal
Other Assets & Liabilities7

Total at December 31, 2017

Quoted Prices in
Active Markets
For Identical Assets
(Level 1)

Significant
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Not Subject to
Leveling

Total

$ 3,129

$

3

$

—

213

—

—

1,445

—

—

—

—

—

1,084

819

—

—

69

10,929

—

15

287

79

—

—

—

—

46

—

—

—

1,446

—

—

$

—

—

—

7,599

1,170

—

—

3,519

396

2,509

498

$ 4,787

$ 13,285

$ 1,492

$ 15,691

$

3,132

1,084

1,032

7,599

1,216

1,514

10,929

3,519

1,857

2,796

577

35,255

434

$ 35,689

United Technologies Corporation

57

Notes to Consolidated Financial Statements

(DOLLARS IN MILLIONS)

Public Equities

Global Equities
Global Equity Commingled Funds1
Enhanced Global Equities2
Global Equity Funds at net asset value8

Private Equities3,8

Fixed Income Securities

Governments

Corporate Bonds
Fixed Income Securities8

Real Estate4,8
Other5,8
Cash & Cash Equivalents6,8

Subtotal
Other Assets & Liabilities7

Total at December 31, 2016

Quoted Prices in
Active Markets
For Identical Assets
(Level 1)

Significant
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Not Subject to
Leveling

$ 4,682

$

—

168

—

—

260

—

—

—

—

100

3

367

1,494

—

—

54

7,637

—

17

289

75

$

—

—

—

—

122

—

—

—

1,285

—

—

$

—

—

—

7,090

1,239

—

—

2,788

513

1,819

121

$ 5,210

$ 9,936

$ 1,407

$ 13,570

Total

$

4,685

367

1,662

7,090

1,361

314

7,637

2,788

1,815

2,108

296

30,123

432

$ 30,555

Note 1 Represents commingled funds that invest primarily in common stocks.
Note 2 Represents enhanced equity separate account and commingled fund portfolios. A portion of the portfolio may include long-short market neutral and relative value strategies that invest in

publicly traded, equity and fixed income securities, as well as derivatives of equity and fixed income securities and foreign currency.

Note 3 Represents limited partner investments with general partners that primarily invest in debt and equity.
Note 4 Represents investments in real estate including commingled funds and directly held properties.
Note 5 Represents insurance contracts and global balanced risk commingled funds consisting mainly of equity, bonds and some commodities.
Note 6 Represents short-term commercial paper, bonds and other cash or cash-like instruments.
Note 7 Represents trust receivables and payables that are not leveled.
Note 8 In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical
expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts
presented for the total pension benefits plan assets.

Derivatives in the plan are primarily used to manage risk and gain
asset class exposure while still maintaining liquidity. Derivative instru-
ments mainly consist of equity futures, interest rate futures, interest rate
swaps and currency forward contracts.

Our common stock represents approximately 1% of total plan
assets at both December 31, 2017 and 2016. We review our assets at
least quarterly to ensure we are within the targeted asset allocation
ranges and, if necessary, asset balances are adjusted back within target
allocations. We employ a broadly diversified investment manager struc-
ture that includes diversification by active and passive management,
style, capitalization, country, sector, industry and number of investment
managers.

The fair value measurement of plan assets using significant unob-

servable inputs (Level 3) changed due to the following:

Private
Equities

Real
Estate

Total

Quoted market prices are used to value investments when avail-

able. Investments in securities traded on exchanges, including listed
futures and options, are valued at the last reported sale prices on the
last business day of the year or, if not available, the last reported bid
prices. Fixed income securities are primarily measured using a market
approach pricing methodology, where observable prices are obtained
by market transactions involving identical or comparable securities of
issuers with similar credit ratings. Mortgages have been valued on the
basis of their future principal and interest payments discounted at pre-
vailing interest rates for similar investments. Investment contracts are
valued at fair value by discounting the related cash flows based on cur-
rent yields of similar instruments with comparable durations. Real estate
investments are valued on a quarterly basis using discounted cash flow
models which consider long-term lease estimates, future rental receipts
and estimated residual values. Valuation estimates are supplemented
by third-party appraisals on an annual basis.

(DOLLARS IN MILLIONS)

Balance, December 31, 2015

Realized gains

Unrealized gains relating to instruments still held
in the reporting period

Purchases, sales, and settlements, net

Balance, December 31, 2016

Realized gains

Unrealized (losses) gains relating to instruments
still held in the reporting period

Purchases, sales, and settlements, net

$ 182

$ 1,165

$ 1,347

Private equity limited partnerships are valued quarterly using dis-

46

5

(111)

122

61

(47)

(90)

19

18

83

65

23

(28)

1,285

1,407

31

17

113

92

(30)

23

counted cash flows, earnings multiples and market multiples. Valuation
adjustments reflect changes in operating results, financial condition, or
prospects of the applicable portfolio company. Over-the-counter securi-
ties and government obligations are valued at the bid prices or the
average of the bid and ask prices on the last business day of the year
from published sources or, if not available, from other sources consid-
ered reliable, generally broker quotes. Temporary cash investments are
stated at cost, which approximates fair value.

Balance, December 31, 2017

$

46

$ 1,446

$ 1,492

58

2017 Annual Report

As a result of the $1.9 billion contribution, we are not required to
make additional contributions to our domestic defined benefit pension
plans through the end of 2028. We expect to make total contributions
of approximately $100 million to our global defined benefit pension
plans in 2018. Contributions do not reflect benefits to be paid directly
from corporate assets.

Benefit payments, including amounts to be paid from corporate

assets, and reflecting expected future service, as appropriate, are
expected to be paid as follows: $2,044 million in 2018, $1,903 million in
2019, $1,952 million in 2020, $2,004 million in 2021, $2,054 million in
2022, and $10,710 million from 2023 through 2027.

Postretirement Benefit Plans. We sponsor a number of postre-

tirement benefit plans that provide health and life benefits to eligible
retirees. Such benefits are provided primarily from domestic plans,
which comprise approximately 85% of the benefit obligation. The post-
retirement plans are unfunded.

(DOLLARS IN MILLIONS)

Change in Benefit Obligation:

Beginning balance

Service cost

Interest cost

Actuarial gain

Total benefits paid

Other

Ending balance

Change in Plan Assets:

Beginning balance

Employer contributions

Benefits paid

Other

Ending balance

Funded Status:

Fair value of plan assets

Benefit obligations

Funded status of plan

2017

2016

$ 805

$ 890

2

29

(4)

(87)

22

3

34

(48)

(97)

23

$ 767

$ 805

$—

$—

71

(87)

16

$—

$—

80

(97)

17

$—

$—

(767)

(805)

$ (767)

$ (805)

Notes to Consolidated Financial Statements

The components of net periodic benefit cost are as follows:

(DOLLARS IN MILLIONS)

Other Postretirement Benefits:

Service cost

Interest cost

Amortization of prior service credit

Recognized actuarial net gain

Net settlement and curtailment gain

2017

2016

2015

$2

$3

29

(1)

(9)

—

$3

34

(4)

(1)

34

——

(4)

—

Net periodic other postretirement benefit cost

$ 21

$33

$32

Other changes in plan assets and benefit obligations recognized in

other comprehensive loss in 2017 are as follows:

(DOLLARS IN MILLIONS)

Current year actuarial gain

Current year prior service credit

Amortization of prior service credit

Amortization of actuarial net gain

Other

Total recognized in other comprehensive loss

Net recognized in net periodic other postretirement benefit cost and
other comprehensive loss

$ (2)

(6)

1

9

2

$4

$ 25

The estimated amounts that will be amortized from accumulated

other comprehensive loss into net periodic benefit cost in 2018 include
actuarial net gains of $10 million and prior service credits of $3 million.
Major assumptions used in determining the benefit obligation and
net cost for postretirement plans are presented in the following table as
weighted-averages:

Benefit Obligation

Net Cost

2017

2016

2017

2016

2015

Discount rate

3.4% 3.8% 3.8% 4.0% 3.8%

Assumed health care cost trend rates are as follows:

Health care cost trend rate assumed for next year

Rate that the cost trend rate gradually declines to

Year that the rate reaches the rate it is assumed to remain at

2017

2016

7.0% 6.5%

5.0% 5.0%

2026

2022

Amounts Recognized in the Consolidated Balance
Sheet Consist of:

Current liability

Noncurrent liability

Net amount recognized

Amounts Recognized in Accumulated Other
Comprehensive Loss Consist of:

Net actuarial gain

Prior service credit

Net amount recognized

Assumed health care cost trend rates have a significant effect on

$

(72)

$

(78)

(695)

(727)

$ (767)

$ (805)

the amounts reported for the health care plans. A one-percentage-point
change in assumed health care cost trend rates would have the follow-
ing effects:

(DOLLARS IN MILLIONS)

$ (143)

$ (152)

Effect on total service and interest cost

(10)

(5)

Effect on postretirement benefit obligation

$ (153)

$ (157)

2017 One-Percentage-Point

Increase Decrease

$

2

$

(2)

40

(35)

United Technologies Corporation

59

Notes to Consolidated Financial Statements

Benefit payments, including net amounts to be paid from corporate

assets and reflecting expected future service, as appropriate, are
expected to be paid as follows: $72 million in 2018, $67 million in 2019,
$64 million in 2020, $59 million in 2021, $54 million in 2022, and $225
million from 2023 through 2027.

Multiemployer Benefit Plans. We contribute to various domestic

and foreign multiemployer defined benefit pension plans. The risks of
participating in these multiemployer plans are different from single-
employer plans in that assets contributed are pooled and may be used
to provide benefits to employees of other participating employers. If a
participating employer stops contributing to the plan, the unfunded obli-
gations of the plan may be borne by the remaining participating
employers. Lastly, if we choose to stop participating in some of our mul-

tiemployer plans, we may be required to pay those plans a withdrawal
liability based on the underfunded status of the plan.

Our participation in these plans for the annual periods ended
December 31 is outlined in the table below. Unless otherwise noted, the
most recent Pension Protection Act (PPA) zone status available in 2017
and 2016 is for the plan’s year-end at June 30, 2016, and June 30,
2015, respectively. The zone status is based on information that we
received from the plan and is certified by the plan’s actuary. Our signifi-
cant plan is in the green zone which represents a plan that is at least
80% funded and does not require a financial improvement plan (FIP) or
a rehabilitation plan (RP). An extended amortization provision of ten
years is utilized to recognize investment gains or losses for our signifi-
cant plan.

(DOLLARS IN MILLIONS)

Pension Fund

EIN/Pension
Plan Number

National Elevator Industry Pension Plan

23-2694291

Other funds

Pension Protection Act
Zone Status

FIP/
RP Status

Contributions

2017

Green

2016

Green

Pending/
Implemented

No

2017

$ 114

31

2016

$ 100

31

$

2015

88

32

$ 145

$ 131

$ 120

Surcharge
Imposed

Expiration Date of
Collective-Bargaining
Agreement

No

July 8, 2022

For the plan years ended June 30, 2016 and 2015, respectively,
we were listed in the National Elevator Industry Pension Plan’s Forms
5500 as providing more than 5% of the total contributions for the plan.
At the date these financial statements were issued, Forms 5500 were
not available for the plan year ending June 30, 2017.

In addition, we participate in several multiemployer arrangements

that provide postretirement benefits other than pensions, with the
National Elevator Industry Health Benefit Plan being the most significant.
These arrangements generally provide medical and life benefits for eli-
gible active employees and retirees and their dependents. Contributions
to multiemployer plans that provide postretirement benefits other than
pensions were $19 million, $17 million and $15 million for 2017, 2016
and 2015, respectively.

Stock-based Compensation. UTC’s long-term incentive plan
authorizes various types of market and performance based incentive
awards that may be granted to officers and employees. Our Long-Term
Incentive Plan (LTIP) was last amended on February 5, 2016. Since the
LTIP’s inception in 2005, a total of 149 million shares have been autho-
rized for issuance pursuant to awards under the LTIP. All equity-based
compensation awards are made exclusively through the LTIP. As of
December 31, 2017, approximately 29 million shares remain available
for awards under the LTIP. The LTIP does not contain an aggregate
annual award limit. We expect that the shares awarded on an annual
basis will range from 1.0% to 1.5% of shares outstanding. The LTIP will
expire after all authorized shares have been awarded or April 30, 2020,
whichever is sooner.

Under the LTIP and predecessor long-term incentive plans, the
exercise price of awards is set on the grant date and may not be less
than the fair market value per share on that date. Generally, stock
appreciation rights and stock options have a term of ten years and a
minimum three-year vesting period. In the event of retirement, awards

held for more than one year may become vested and exercisable sub-
ject to certain terms and conditions. LTIP awards with performance-
based vesting generally have a minimum three-year vesting period and
vest based on performance against pre-established metrics. In the
event of retirement, vesting for awards held more than one year does
not accelerate but may vest as scheduled based on actual performance
relative to target metrics. We have historically repurchased shares of our
common stock in an amount at least equal to the number of shares
issued under our equity compensation arrangements and will continue
to evaluate this policy in conjunction with our overall share repurchase
program.

We measure the cost of all share-based payments, including stock

options, at fair value on the grant date and recognize this cost in the
Consolidated Statement of Operations as follows:

(DOLLARS IN MILLIONS)

Continuing operations

Discontinued operations

2017

$ 192

—

2016

$ 152

2015

$ 158

117

Total compensation cost recognized

$ 192

$ 153

$ 175

The associated future income tax benefit recognized was $38 mil-

lion, $49 million and $57 million for the years ended December 31,
2017, 2016 and 2015, respectively. The amounts related to 2017 have
been provisionally adjusted for the impact of the TCJA. Please refer to
Note 11 for additional detail.

For the years ended December 31, 2017, 2016 and 2015, the

amount of cash received from the exercise of stock options was $29
million, $17 million and $41 million, respectively, with an associated tax
benefit realized of $100 million, $69 million and $89 million, respectively.
In addition, for the years ended December 31, 2017, 2016 and 2015,
the associated tax benefit realized from the vesting of performance
share units and other restricted awards was $12 million, $17 million and

60

2017 Annual Report

Notes to Consolidated Financial Statements

$48 million, respectively. In 2016, we adopted the provisions of ASU
2016-09, “Compensation — Stock Compensation (Topic 718): Improve-
ments to Employee Share-Based Payment Accounting.” As part of that
adoption, we elected to apply the prospective transition method and
therefore, did not revise prior years’ disclosures. As such, for the year
ended December 31, 2015, based on existing guidance prior to the
issuance of ASU 2016-09, $64 million of certain tax benefits have been

reported as operating cash outflows with corresponding cash inflows
from financing activities.

At December 31, 2017, there was $175 million of total unrecog-

nized compensation cost related to non-vested equity awards granted
under long-term incentive plans. This cost is expected to be recognized
ratably over a weighted-average period of 3.3 years.

A summary of the transactions under all long-term incentive plans for the year ended December 31, 2017 follows:

(SHARES AND UNITS IN THOUSANDS)

Outstanding at:

December 31, 2016

Granted

Exercised / earned

Cancelled

Other

December 31, 2017

* weighted-average exercise price

** weighted-average grant stock price

Stock Options

Stock Appreciation Rights

Performance Share Units

Shares

Average
Price*

Shares

Average
Price*

Units

Average
Price**

Other
Incentive
Shares/Units

2,023

$ 89.72

36,413

$ 87.18

1,967

$ 107.05

231

(369)

(103)

110.81

77.17

102.00

3,464

110.91

(6,770)

(720)

72.86

95.23

614

(2)

(699)

110.83

107.78

112.16

(37)

$ 94.30

335

$ 92.54

(4)

$ 106.38

2,033

1,006

(441)

(123)

(293)

1,745

$ 94.35

32,722

$ 92.54

1,876

$ 106.38

2,182

The weighted-average grant date fair value of stock options and

stock appreciation rights granted during 2017, 2016 and 2015 was
$17.22, $14.02 and $18.69, respectively. The weighted-average grant
date fair value of performance share units, which vest upon achieving
certain performance metrics, granted during 2017, 2016 and 2015 was
$111.00, $91.63 and $120.36, respectively. The total fair value of
awards vested during the years ended December 31, 2017, 2016 and
2015 was $138 million, $165 million and $247 million, respectively. The

total intrinsic value (which is the amount by which the stock price
exceeded the exercise price on the date of exercise) of stock options
and stock appreciation rights exercised during the years ended
December 31, 2017, 2016 and 2015 was $320 million, $214 million and
$281 million, respectively. The total intrinsic value (which is the stock
price at vesting) of performance share units and other restricted awards
vested was $49 million, $61 million and $151 million during the years
ended December 31, 2017, 2016 and 2015, respectively.

The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstand-

ing that are exercisable at December 31, 2017:

(SHARES IN THOUSANDS; AGGREGATE INTRINSIC VALUE IN MILLIONS)

Stock Options/Stock Appreciation Rights

Performance Share Units/Restricted Stock

* weighted-average exercise price per share

** weighted-average contractual remaining term in years

Equity Awards Vested and Expected to Vest

Equity Awards That Are Exercisable

Awards

Average
Price*

Aggregate
Intrinsic
Value

Remaining
Term**

Awards

Average
Price*

Aggregate
Intrinsic
Value

Remaining
Term**

34,183

$ 91.85

$ 1,221

5.5 years

21,990

$ 84.34

$ 951

4.2 years

3,462

—

442

2.1 years

The fair value of each option award is estimated on the date of

grant using a binomial lattice model. The following table indicates the
assumptions used in estimating fair value for the years ended
December 31, 2017, 2016 and 2015. Lattice-based option models
incorporate ranges of assumptions for inputs; those ranges are as
follows:

Expected volatility

Weighted-average volatility

Expected term (in years)

Expected dividend yield

2017

19%

19%

6.5

2.4%

2016

20%

20%

6.5

2.7%

2015

20% - 23%

21%

6.0 - 6.8

2.2%

Risk-free rate

0.5% - 2.5% 0.2% - 2.6%

0.0% - 2.2%

Expected volatilities are based on the returns of our stock, includ-
ing implied volatilities from traded options on our stock for the binomial
lattice model. We use historical data to estimate equity award exercise
and employee termination behavior within the valuation model. Prior to
2016, separate employee groups and equity award characteristics were
considered separately for valuation purposes. The expected term repre-
sents an estimate of the period of time equity awards are expected to
remain outstanding. The risk-free rate is based on the term structure of
interest rates at the time of equity award grant.

United Technologies Corporation

61

Notes to Consolidated Financial Statements

NOTE 13: RESTRUCTURING COSTS

During 2017, we recorded net pre-tax restructuring costs totaling $253
million for new and ongoing restructuring actions. We recorded charges
in the segments as follows:

(DOLLARS IN MILLIONS)

Otis

UTC Climate, Controls & Security

Pratt & Whitney

UTC Aerospace Systems

Eliminations and other

Total

$50

111

5

80

7

$ 253

reduction efforts, including workforce reductions and the consolidation
of field operations. The following table summarizes the accrual balances
and utilization by cost type for the 2016 restructuring actions:

(DOLLARS IN MILLIONS)

Severance

Facility Exit,
Lease
Termination
and Other
Costs

Restructuring accruals at January 1, 2017

$ 63

$ 46

Net pre-tax restructuring costs

Utilization and foreign exchange

34

(65)

23

(17)

Total

$ 109

57

(82)

Balance at December 31, 2017

$ 32

$ 52

$

84

Restructuring charges incurred in 2017 primarily relate to actions

initiated during 2017 and 2016, and were recorded as follows:

The following table summarizes expected, incurred and remaining

costs for the 2016 programs by segment:

(DOLLARS IN MILLIONS)

Cost of sales

Selling, general & administrative

Total

$ 119

134

$ 253

(DOLLARS IN MILLIONS)

Otis

UTC Climate, Controls & Security

2017 Actions. During 2017, we recorded net pre-tax restructuring

Pratt & Whitney

Costs
Incurred
During
2016

Costs
Incurred
During
2017

Remaining
Costs at
December 31,
2017

Expected
Costs

$

57 $

(48)

$

(5)

$

4

79

118

79

(45)

(118)

(31)

(21)

—

(31)

13

—

17

costs totaling $176 million for restructuring actions initiated in 2017,
consisting of $70 million in cost of sales and $106 million in selling, gen-
eral and administrative expenses. The 2017 actions relate to ongoing
cost reduction efforts, including workforce reductions and consolidation
of field operations.

We are targeting to complete in 2018 and 2019 the majority of the

remaining workforce and all facility related cost reduction actions initi-
ated in 2017. No specific plans for significant other actions have been
finalized at this time. The following table summarizes the accrual bal-
ances and utilization by cost type for the 2017 restructuring actions:

(DOLLARS IN MILLIONS)

Net pre-tax restructuring costs

Utilization and foreign exchange

Balance at December 31, 2017

Facility Exit,
Lease
Termination
& Other
Costs

$ 16

(15)

$

1

Severance

$ 160

(76)

$

84

Total

$ 176

(91)

$

85

The following table summarizes expected, incurred and remaining

costs for the 2017 restructuring actions by segment:

(DOLLARS IN MILLIONS)

Otis

UTC Climate, Controls & Security

Pratt & Whitney

UTC Aerospace Systems

Eliminations and other

Total

Cost
Incurred
During
2017

Remaining
Costs at
December 31,
2017

$

(43)

$

(76)

(7)

(43)

(7)

36

11

—

75

—

Expected
Costs

$

79

87

7

118

7

UTC Aerospace Systems

Total

$ 333 $ (242)

$ (57)

$ 34

2015 and Prior Actions. During 2017, we recorded net pre-tax

restructuring costs totaling $20 million for restructuring actions initiated
in 2015 and prior. As of December 31, 2017, we have approximately
$43 million of accrual balances remaining related to 2015 and prior
actions.

NOTE 14: FINANCIAL INSTRUMENTS

We enter into derivative instruments for risk management purposes
only, including derivatives designated as hedging instruments under the
Derivatives and Hedging Topic of the FASB ASC and those utilized as
economic hedges. We operate internationally and, in the ordinary
course of business, we are exposed to fluctuations in interest rates, for-
eign exchange rates and commodity prices. These fluctuations can
increase the costs of financing, investing and operating the business.
We have used derivative instruments, including swaps, forward con-
tracts and options to manage certain foreign currency, interest rate and
commodity price exposures.

The four quarter rolling average of the notional amount of foreign
exchange contracts hedging foreign currency transactions was $19.1
billion and $18.3 billion at December 31, 2017 and 2016, respectively.
Additional information pertaining to foreign exchange and hedging
activities is included in Note 1.

The following table summarizes the fair value of derivative instru-

ments as of December 31, 2017 and 2016, which consist solely of
foreign exchange contracts:

$ 298

$ (176)

$ 122

Asset Derivatives

Liability Derivatives

(DOLLARS IN MILLIONS)

2017

2016

2017

2016

2016 Actions. During 2017, we recorded net pre-tax restructuring
costs totaling $57 million for restructuring actions initiated in 2016, con-
sisting of $22 million in cost of sales and $35 million in selling, general
and administrative expenses. The 2016 actions relate to ongoing cost

Derivatives designated as hedging
instruments

Derivatives not designated as
hedging instruments

$ 178

$15

$ 18

$ 196

75

155

60

158

62

2017 Annual Report

As discussed in Note 9, at December 31, 2017 we have issued

approximately e3.7 billion of euro-denominated long-term debt, which
qualifies as a net investment hedge against our investments in European
businesses. As of December 31, 2017, the net investment hedge is
deemed to be effective.

The impact from foreign exchange derivative instruments that

qualified as cash flow hedges was as follows:

(DOLLARS IN MILLIONS)

Gain recorded in Accumulated other comprehensive loss

(Gain) loss reclassified from Accumulated other
comprehensive loss into Product sales (effective portion)

Year Ended
December 31,

2017

$ 347

2016

$75

$ (39)

$ 171

Assuming current market conditions continue, a $66 million pre-tax
loss is expected to be reclassified from Accumulated other comprehen-
sive loss into Product sales to reflect the fixed prices obtained from
foreign exchange hedging within the next 12 months. At December 31,
2017, all derivative contracts accounted for as cash flow hedges mature
by December 2021.

The effect on the Consolidated Statement of Operations of foreign

exchange contracts not designated as hedging instruments was as
follows:

(DOLLARS IN MILLIONS)

Gain recognized in Other income, net

Year Ended
December 31,

2017

$ 77

2016

$56

During the year ended December 31, 2017, we had net cash pay-

ments of approximately $317 million for the settlement of derivative
contracts. During the years ended December 31, 2016 and 2015, we
had net cash receipts of approximately $249 million and $160 million,
respectively, from the settlement of derivative contracts.

NOTE 15: FAIR VALUE MEASUREMENTS

In accordance with the provisions of ASC 820, the following tables pro-
vide the valuation hierarchy classification of assets and liabilities that are
carried at fair value and measured on a recurring and nonrecurring basis
in our Consolidated Balance Sheet as of December 31, 2017 and 2016:

2017 (DOLLARS IN MILLIONS)

Total

Level 1

Level 2

Level 3

2016 (DOLLARS IN MILLIONS)

Total

Level 1

Level 2

Level 3

Recurring fair value
measurements:

Available-for-sale
securities

Derivative assets

Derivative liabilities

$ 987

$ 987

$ —

$ —

170

(354)

—

—

170

(354)

—

—

The reduction in value of available-for-sale securities as of

December 31, 2017, as compared to December 31, 2016, is primarily

Notes to Consolidated Financial Statements

the result of sales of these securities in 2017, including UTC Climate,
Controls & Security’s sale of investments in Watsco, Inc. during 2017.
Valuation Techniques. Our available-for-sale securities include

equity investments that are traded in active markets, either domestically
or internationally, and are measured at fair value using closing stock
prices from active markets. Our derivative assets and liabilities include
foreign exchange contracts and commodity derivatives that are mea-
sured at fair value using internal models based on observable market
inputs such as forward rates, interest rates, our own credit risk and our
counterparties’ credit risks. As of December 31, 2017, there were no
significant transfers in or out of Level 1 and Level 2.

As of December 31, 2017, there has not been any significant
impact to the fair value of our derivative liabilities due to our own credit
risk. Similarly, there has not been any significant adverse impact to our
derivative assets based on our evaluation of our counterparties’ credit
risks.

The following table provides carrying amounts and fair values of
financial instruments that are not carried at fair value at December 31,
2017 and 2016:

(DOLLARS IN MILLIONS)

December 31, 2017

December 31, 2016

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

Long-term receivables

$

127

$

121

$

127

$

121

Customer financing notes
receivable

Short-term borrowings

Long-term debt (excluding
capitalized leases)

609

(392)

596

(392)

437

(600)

420

(600)

(27,067)

(29,180)

(23,280)

(25,110)

Long-term liabilities

(362)

(330)

(457)

(427)

The following table provides the valuation hierarchy classification of
assets and liabilities that are not carried at fair value in our Consolidated
Balance Sheet as of December 31, 2017:

(DOLLARS IN MILLIONS)

Long-term receivables

$

Customer financing
notes receivable

Short-term borrowings

Long-term debt
(excluding capitalized
leases)

Long-term liabilities

Total

121

596

(392)

(29,180)

(330)

Level 1

Level 2

$ — $

121

Level 3

$ —

—

—

—

—

596

(300)

(28,970)

(330)

—

(92)

(210)

—

Pratt & Whitney holds a 61% interest in the IAE International Aero
Engines AG (IAE) collaboration with MTU Aero Engines AG (MTU) and
Japanese Aero Engines Corporation (JAEC) and a 49.5% ownership
interest in IAE. IAE’s business purpose is to coordinate the design,
development, manufacturing and product support of the V2500 pro-
gram through involvement with the collaborators. Additionally, Pratt &
Whitney, JAEC and MTU are participants in International Aero Engines,
LLC (IAE LLC), whose business purpose is to coordinate the design,
development, manufacturing and product support for the
PW1100G-JM engine for the Airbus A320neo aircraft and the
PW1400G-JM engine for the Irkut MC21 aircraft. Pratt & Whitney holds

United Technologies Corporation

63

Recurring fair value
measurements:

Available-for-sale
securities

Derivative assets

Derivative liabilities

$64

$64

$ —

$ —

NOTE 16: VARIABLE INTEREST ENTITIES

253

(78)

—

—

253

(78)

—

—

Notes to Consolidated Financial Statements

a 59% net interest and a 59% ownership interest in IAE LLC. IAE and
IAE LLC retain limited equity with the primary economics of the pro-
grams passed to the participants. As such, we have determined that
IAE and IAE LLC are variable interest entities with Pratt & Whitney the
primary beneficiary. IAE and IAE LLC have, therefore, been consoli-
dated. The carrying amounts and classification of assets and liabilities
for variable interest entities in our Consolidated Balance Sheet as of
December 31, 2017 and 2016 are as follows:

(DOLLARS IN MILLIONS)

Current assets

Noncurrent assets

Total assets

Current liabilities

Noncurrent liabilities

Total liabilities

1,534

1,334

$ 5,510

$ 4,056

$ 3,601

$ 2,422

2,086

1,636

$ 5,687

$ 4,058

NOTE 17: GUARANTEES

We extend a variety of financial, market value and product performance
guarantees to third parties. As of December 31, 2017 and 2016, the
following financial guarantees were outstanding:

(DOLLARS IN MILLIONS)

Commercial aerospace financing
arrangements (see Note 5)

Credit facilities and debt obligations
(expire 2018 to 2028)

Performance guarantees

December 31, 2017

December 31, 2016

Maximum
Potential
Payment

Carrying
Amount of
Liability

Maximum
Potential
Payment

Carrying
Amount of
Liability

256

56

15

2

270

55

15

4

We also have obligations arising from sales of certain businesses
and assets, including those from representations and warranties and
related indemnities for environmental, health and safety, tax and
employment matters. The maximum potential payment related to these
obligations is not a specified amount as a number of the obligations do
not contain financial caps. The carrying amount of liabilities related to
these obligations was $179 million and $171 million at December 31,
2017 and December 31, 2016, respectively. For additional information
regarding the environmental indemnifications, see Note 18.

We accrue for costs associated with guarantees when it is prob-

able that a liability has been incurred and the amount can be reasonably
estimated. The most likely cost to be incurred is accrued based on an
evaluation of currently available facts, and where no amount within a
range of estimates is more likely, the minimum is accrued. In accor-
dance with the Guarantees Topic of the FASB ASC, we record these
liabilities at fair value.

We provide service and warranty policies on our products and
extend performance and operating cost guarantees beyond our normal
service and warranty policies on some of our products, particularly
commercial aircraft engines. In addition, we incur discretionary costs to
service our products in connection with specific product performance
issues. Liabilities for performance and operating cost guarantees are
based upon future product performance and durability, and are largely
estimated based upon historical experience. Adjustments are made to

64

2017 Annual Report

accruals as claim data and historical experience warrant. The changes
in the carrying amount of service and product warranties and product
performance guarantees for the years ended December 31, 2017 and
2016 are as follows:

(DOLLARS IN MILLIONS)

Balance as of January 1

Warranties and performance guarantees issued

Settlements made

2017

2016

Other

$ 3,976

$ 2,722

Balance as of December 31

2017

2016

$ 1,199

$ 1,212

323

(207)

9

246

(240)

(19)

$ 1,324

$ 1,199

NOTE 18: CONTINGENT LIABILITIES

Except as otherwise noted, while we are unable to predict the final out-
come, based on information currently available, we do not believe that
resolution of any of the following matters will have a material adverse
effect upon our competitive position, results of operations, cash flows or
financial condition.

Leases. We occupy space and use certain equipment under lease

arrangements. Rental commitments of approximately $2.3 billion at
December 31, 2017 under long-term non-cancelable operating leases
are payable as follows: $498 million in 2018, $430 million in 2019, $325
million in 2020, $221 million in 2021, $143 million in 2022 and $635 mil-
lion thereafter. Rent expense was $411 million in 2017 and $386 million
in 2016 and 2015.

commitments is included in Note 5 to the Consolidated Financial
Statements.

Environmental. Our operations are subject to environmental
regulation by federal, state and local authorities in the United States and
regulatory authorities with jurisdiction over our foreign operations. As
described in Note 1 to the Consolidated Financial Statements, we have
accrued for the costs of environmental remediation activities, including
but not limited to investigatory, remediation, operating and maintenance
costs and performance guarantees, and periodically reassess these
amounts. We believe that the likelihood of incurring losses materially in
excess of amounts accrued is remote. As of December 31, 2017 and
2016, we had $830 million and $829 million reserved for environmental
remediation, respectively. Additional information pertaining to environ-
mental matters is included in Note 1 to the Consolidated Financial
Statements.

Government. In the ordinary course of business, the Company
and its subsidiaries and our properties are subject to regulatory and
governmental examinations, information gathering requests, inquiries,
investigations and threatened legal actions and proceedings. For
example, we are now, and believe that, in light of the current U.S. Gov-
ernment contracting environment, we will continue to be the subject of
one or more U.S. Government investigations. Such U.S. Government
investigations often take years to complete and could result in adminis-
trative, civil or criminal liabilities, including repayments, fines, treble and
other damages, forfeitures, restitution or penalties, or could lead to sus-
pension or debarment of U.S. Government contracting privileges. For
instance, if we or one of our business units were charged with wrongdo-

$ 336

$ 8

$ 348

$ 14

Additional information pertaining to commercial aerospace rental

Notes to Consolidated Financial Statements

ing as a result of any of these investigations or other government
investigations (including violations of certain environmental or export
laws) the U.S. Government could suspend us from bidding on or receiv-
ing awards of new U.S. Government contracts pending the completion
of legal proceedings. If convicted or found liable, the U.S. Government
could fine and debar us from new U.S. Government contracting for a
period generally not to exceed three years. The U.S. Government also
reserves the right to debar a contractor from receiving new government
contracts for fraudulent, criminal or other seriously improper conduct.
The U.S. Government could void any contracts found to be tainted by
fraud.

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

Like many defense contractors, we have received audit reports, which
recommend that certain contract prices should be reduced to comply
with various government regulations, including because cost or pricing
data we submitted in negotiation of the contract prices or cost account-
ing practices may not have conformed to government regulations, or
that certain payments be delayed or withheld. 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 and/or litigate. In addition, we
accrue for liabilities associated with those matters that are probable and
can be reasonably estimated. The most likely settlement amount to be
incurred is accrued based upon a range of estimates. Where no amount
within a range of estimates is more likely, then we accrued the minimum
amount.

Legal Proceedings. Cost Accounting Standards Claim: As previ-

ously disclosed, in December 2013, a Divisional Administrative
Contracting Officer of the United States Defense Contract Management
Agency asserted a claim against Pratt & Whitney to recover overpay-
ments of approximately $177 million plus interest (approximately $72.4
million through December 31, 2017). The claim is based on Pratt &
Whitney’s alleged noncompliance with cost accounting standards from
January 1, 2005 to December 31, 2012, due to its method of determin-
ing the cost of collaborator parts used in the calculation of material
overhead costs for government contracts. On March 18, 2014, Pratt &
Whitney filed an appeal to the Armed Services Board of Contract
Appeals. Pratt & Whitney’s appeal is still pending and we continue to
believe the government’s claim is without merit.

German Tax Litigation: As previously disclosed, UTC has been
involved in administrative review proceedings with the German Tax
Office, which concern approximately e215 million (approximately $256
million) of tax benefits that we have claimed related to a 1998 reorgani-
zation of the corporate structure of Otis operations in Germany. Upon
audit, these tax benefits were disallowed by the German Tax Office.
UTC estimates interest associated with the aforementioned tax benefits
is an additional approximately e118 million (approximately $140 million).
On August 3, 2012, we filed suit in the local German Tax Court (Berlin-
Brandenburg). In March 2016, the local German Tax Court dismissed
our suit, and we have appealed this decision to the German Federal Tax
Court (FTC). In 2015, UTC made tax and interest payments to German
tax authorities of e275 million (approximately $300 million) in order to

avoid additional interest accruals pending final resolution of this matter.
In the meantime, we continue vigorously to litigate this matter.

Asbestos Matters: As previously disclosed, like many other indus-

trial companies, we and our subsidiaries have been named as
defendants in lawsuits alleging personal injury as a result of exposure to
asbestos integrated into certain of our products or business premises.
While we have never manufactured asbestos and no longer incorporate
it in any currently-manufactured products, certain of our historical prod-
ucts, like those of many other manufacturers, have contained
components incorporating asbestos. A substantial majority of these
asbestos-related claims have been dismissed without payment or were
covered in full or in part by insurance or other forms of indemnity. Addi-
tional cases were litigated and settled without any insurance
reimbursement. The amounts involved in asbestos related claims were
not material individually or in the aggregate in any year.

Our estimated total liability to resolve all pending and unasserted
potential future asbestos claims through 2059 is approximately $344
million and is principally recorded in Other long-term liabilities on our
Consolidated Balance Sheet as of December 31, 2017. This amount is
on a pre-tax basis, not discounted, and excludes the Company’s legal
fees to defend the asbestos claims (which will continue to be expensed
by the Company as they are incurred). In addition, the Company has an
insurance recovery receivable for probable asbestos related recoveries
of approximately $120 million, which is included primarily in Other
assets on our Consolidated Balance Sheet as of December 31, 2017.
The amounts recorded by UTC for asbestos-related liabilities and
insurance recoveries are based on currently available information and
assumptions that we believe are reasonable. Our actual liabilities or
insurance recoveries could be higher or lower than those recorded if
actual results vary significantly from the assumptions. Key variables in
these assumptions include the number and type of new claims to be
filed each year, the outcomes or resolution of such claims, the average
cost of resolution of each new claim, the amount of insurance available,
allocation methodologies, the contractual terms with each insurer with
whom we have reached settlements, the resolution of coverage issues
with other excess insurance carriers with whom we have not yet
achieved settlements, and the solvency risk with respect to our insur-
ance carriers. Other factors that may affect our future liability include
uncertainties surrounding the litigation process from jurisdiction to juris-
diction and from case to case, legal rulings that may be made by state
and federal courts, and the passage of state or federal legislation. At the
end of each year, the Company will evaluate all of these factors and,
with input from an outside actuarial expert, make any necessary adjust-
ments to both our estimated asbestos liabilities and insurance
recoveries.

Other. As described in Note 17 to the Consolidated Financial

Statements, we extend performance and operating cost guarantees
beyond our normal warranty and service policies for extended periods
on some of our products. We have accrued our estimate of the liability
that may result under these guarantees and for service costs that are
probable and can be reasonably estimated.

United Technologies Corporation

65

Notes to Consolidated Financial Statements

We also have other commitments and contingent liabilities related

to legal proceedings, self-insurance programs and matters arising out of
the normal course of business. We accrue contingencies based upon a
range of possible outcomes. If no amount within this range is a better
estimate than any other, then we accrue the minimum amount. Of note,
the design, development, production and support of new aerospace
technologies is inherently complex and subject to risk. Since the Pure-
Power PW1000G Geared TurboFan engine entered into service in
2016, technical issues have been identified and experienced with the
engine, which is usual for new engines and new aerospace technolo-
gies. Pratt & Whitney has addressed these issues through various
improvements and modifications. These issues have resulted in financial
impacts, including increased warranty provisions, customer contract
settlements, and reductions in contract performance estimates. Addi-
tional technical issues have been identified, for which a reasonable
estimate of the impact cannot currently be made, and such issues may
also arise in the normal course, which may result in financial impacts
that could be material to the Company’s financial position, results of
operations and cash flows.

amounts attributable to Sikorsky, which have been reclassified to Dis-
continued Operations in the accompanying Consolidated Statement of
Operations.

Otis products include elevators, escalators, moving walkways and

service sold to customers in the commercial and residential property
industries around the world.

UTC Climate, Controls & Security products and related ser-
vices include HVAC and refrigeration systems, building controls and
automation, fire and special hazard suppression systems and equip-
ment, security monitoring and rapid response systems, provided to a
diversified international customer base principally in the industrial, com-
mercial and residential property and commercial transportation sectors.
Pratt & Whitney products include commercial, military, business

jet and general aviation aircraft engines, parts and services sold to a
diversified customer base, including international and domestic com-
mercial airlines and aircraft leasing companies, aircraft manufacturers,
and U.S. and foreign governments. Pratt & Whitney also provides prod-
uct support and a full range of overhaul, repair and fleet management
services.

In the ordinary course of business, the Company and its subsidiar-

UTC Aerospace Systems provides aerospace products and

ies are also routinely defendants in, parties to or otherwise subject to
many pending and threatened legal actions, claims, disputes and pro-
ceedings. These matters are often based on alleged violations of
contract, product liability, warranty, regulatory, environmental, health
and safety, employment, intellectual property, tax and other laws. In
some of these proceedings, claims for substantial monetary damages
are asserted against the Company and its subsidiaries and could result
in fines, penalties, compensatory or treble damages or non-monetary
relief. 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.

NOTE 19: SEGMENT FINANCIAL DATA

Our operations for the periods presented herein are classified into four
principal segments. The segments are generally determined based on
the management structure of the businesses and the grouping of similar
operating companies, where each management organization has gen-
eral operating autonomy over diversified products and services.

As discussed in Note 3, on November 6, 2015, we completed the

sale of Sikorsky to Lockheed Martin Corp. The tables below exclude

aftermarket services for commercial, military, business jet and general
aviation customers worldwide. Products include electric power genera-
tion, power management and distribution systems, air data and flight
sensing and management systems, engine control systems, electric
systems, intelligence, surveillance and reconnaissance systems, engine
components, environmental control systems, fire and ice detection and
protection systems, propeller systems, aircraft aerostructures including
engine nacelles, thrust reversers, and mounting pylons, interior and
exterior aircraft lighting, aircraft seating and cargo systems, actuation
systems, landing systems, including landing gears, wheels and brakes,
and space products and subsystems. Aftermarket services include
spare parts, overhaul and repair, engineering and technical support and
fleet management solutions.

We have reported our financial and operational results for the peri-

ods presented herein under the four principal segments noted above,
consistent with how we have reviewed our business operations for
decision-making purposes, resource allocation and performance
assessment during 2017.

66

2017 Annual Report

Segment Information. Total sales by segment include intersegment sales, which are generally made at prices approximating those that the

selling entity is able to obtain on external sales. Segment information for the years ended December 31 is as follows:

Notes to Consolidated Financial Statements

(DOLLARS IN MILLIONS)

Otis

UTC Climate, Controls & Security

Pratt & Whitney

UTC Aerospace Systems

Total segment

Eliminations and other

General corporate expenses

Consolidated

(DOLLARS IN MILLIONS)

Otis

UTC Climate, Controls & Security

Pratt & Whitney

UTC Aerospace Systems

Total segment

Eliminations and other

Consolidated

Net Sales

Operating Profits

2017

2016

2015

2017

2016

2015

$ 12,341

$ 11,893

$ 11,980

$ 2,021

$ 2,147

$ 2,338

17,812

16,160

14,691

61,004

16,851

14,894

14,465

58,103

16,707

14,082

14,094

56,863

(1,167)

(859)

(765)

—

——

3,300

1,460

2,370

9,151

(38)

(441)

2,956

1,545

2,298

8,946

(368)

(406)

2,936

861

1,888

8,023

(268)

(464)

$ 59,837

$ 57,244

$ 56,098

$ 8,672

$ 8,172

$ 7,291

Total Assets

Capital Expenditures

Depreciation & Amortization

2017

2016

2015

$ 9,421

$ 8,867

$ 8,846

$

22,657

26,768

34,567

93,413

3,507

21,787

22,971

34,093

87,718

1,988

21,287

20,336

34,736

85,205

2,279

2017

133

326

923

527

1,909

105

2016

2015

$94

$83

$

2017

177

372

672

823

$

2016

171

354

550

807

$

2015

176

337

476

796

261

692

537

1,573

2,044

1,882

1,785

79

96

80

78

340

725

452

1,611

88

$ 96,920

$ 89,706

$ 87,484

$ 2,014

$ 1,699

$ 1,652

$ 2,140

$ 1,962

$ 1,863

Geographic External Sales and Operating Profit. Geographic external sales and operating profits are attributed to the geographic regions

based on their location of origin. U.S. external sales include export sales to commercial customers outside the U.S. and sales to the U.S. Govern-
ment, commercial and affiliated customers, which are known to be for resale to customers outside the U.S. Long-lived assets are net fixed assets
attributed to the specific geographic regions.

(DOLLARS IN MILLIONS)

United States Operations

International Operations

Europe

Asia Pacific

Other

Eliminations and other

Consolidated

External Net Sales

Operating Profits

Long-Lived Assets

2017

2016

2015

2017

2016

2015

2017

2016

2015

$ 33,912

$ 32,335

$ 30,989

$ 4,528

$ 4,566

$ 4,391

$ 5,323

$ 4,822

$ 4,517

11,879

11,151

10,945

8,770

5,262

14

8,260

5,479

19

8,425

5,584

155

2,058

1,488

1,077

(479)

1,933

1,484

963

(774)

1,882

1,641

109

(732)

1,817

1,113

1,389

544

1,538

999

1,325

474

1,525

994

1,273

423

$ 59,837

$ 57,244

$ 56,098

$ 8,672

$ 8,172

$ 7,291

$ 10,186

$ 9,158

$ 8,732

Sales from U.S. operations include export sales as follows:

(DOLLARS IN MILLIONS)

Europe

Asia Pacific

Other

2017

2016

2015

$

5,273

$

5,065

$ 4,366

3,634

2,217

3,449

2,313

2,902

2,473

$ 11,124

$ 10,827

$ 9,741

Major Customers. Net Sales include sales under prime contracts

and subcontracts to the U.S. Government, primarily related to Pratt &
Whitney and UTC Aerospace Systems products, as follows:

(DOLLARS IN MILLIONS)

Pratt & Whitney

UTC Aerospace Systems

Other

2017

2016

2015

$ 3,347

$ 3,187

$ 2,945

2,299

152

2,301

138

2,409

276

$ 5,798

$ 5,626

$ 5,630

Net sales by Sikorsky under prime contracts and subcontracts to
the U.S. Government of approximately $3.1 billion have been reclassi-
fied to Discontinued Operations in our Consolidated Statement of
Operations for the year ended December 31, 2015.

Net sales to Airbus, primarily related to Pratt & Whitney and UTC

Aerospace Systems products, were approximately $8,908 million,
$ 7,688 million and $7,624 million for the years end ed December 31,
2017, 2016 and 2015, respectively.

United Technologies Corporation

67

Selected Quarterly Financial Data (Unaudited)

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

First

Second

Third

Fourth

First

Second

Third

Fourth

2017 QUARTERS

2016 QUARTERS

Net Sales

Gross margin

Net income attributable to common shareowners

Earnings per share of Common Stock:

Basic — net income

Diluted — net income

COMPARATIVE STOCK DATA (UNAUDITED)

$ 13,815 $ 15,280 $ 15,062 $ 15,680 $ 13,357 $ 14,874 $ 14,354 $ 14,659

3,738

1,386

4,180

1,439

4,019

1,330

3,947

397

3,703

1,183

4,133

1,379

4,012

1,480

3,936

1,013

$

$

1.75 $

1.83 $

1.69 $

0.50 $

1.43 $

1.67 $

1.80 $

1.73 $

1.80 $

1.67 $

0.50 $

1.42 $

1.65 $

1.78 $

1.26

1.25

(COMMON STOCK)

First quarter

Second quarter

Third quarter

Fourth quarter

2017

2016

High

Low

Dividend

High

Low

Dividend

$ 113.68 $ 108.18

$ 0.66 $ 100.25 $ 84.66

$ 122.50 $ 111.93

$ 0.66 $ 105.89 $ 97.21

$ 123.71 $ 109.55

$ 0.70 $ 109.69 $ 100.10

$ 128.12 $ 116.38

$ 0.70 $ 110.98 $ 98.67

$ 0.64

$ 0.66

$ 0.66

$ 0.66

Our common stock is listed on the New York Stock Exchange. The high and low prices are based on the Composite Tape of the New York

Stock Exchange. There were approximately 18,393 registered shareholders at January 31, 2018.

PERFORMANCE GRAPH (UNAUDITED)

The following graph presents the cumulative total shareholder return for the five years ending December 31, 2017 for our common stock, as
compared to the Standard & Poor’s 500 Stock Index and to the Dow Jones 30 Industrial Average. Our common stock price is a component of both
indices. These figures assume that all dividends paid over the five-year period were reinvested, and that the starting value of each index and the
investment in common stock was $100.00 on December 31, 2012.

COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN

$250

$200

$150

$100

$50

$0

2012

2013

2014

2015

2016

2017

United Technologies 
Corporation

S&P 500 Index

Dow Jones 
Industrial Average

United Technologies Corporation

S&P 500 Index

Dow Jones Industrial Average

December

2012

2013

2014

2015

2016

2017

$ 100.00 $ 141.87 $ 146.39 $ 125.30 $ 146.66 $ 174.62

$ 100.00 $ 132.39 $ 150.51 $ 152.59 $ 170.84 $ 208.14

$ 100.00 $ 129.65 $ 142.67 $ 142.98 $ 166.56 $ 213.38

68

2017 Annual Report

Reconciliation of Non-GAAP Measures to Corresponding GAAP Measures

RECONCILIATION OF NET SALES TO ADJUSTED NET SALES

(DOLLARS IN MILLIONS)

Net sales

Adjustments to net sales:

2017

2016

2015

2014

2013

$ 59,837

$ 57,244

$ 56,098

$ 57,900

$ 56,600

Pratt & Whitney — charge resulting from ongoing customer contract matters

UTC Aerospace Systems — charge resulting from customer contract matters

Adjusted net sales

385

—

184

—

142

210

—

—

—

—

$ 60,222

$ 57,428

$ 56,450

$ 57,900

$ 56,600

RECONCILIATION OF DILUTED EARNINGS PER SHARE TO ADJUSTED DILUTED EARNINGS PER SHARE

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

2017

2016

2015

2014

2013

Net income from continuing operations attributable to common shareowners

$ 4,552

$ 5,065

$ 3,996

$ 6,066

$ 5,265

Adjustments to net income from continuing operations attributable to common shareowners:

Restructuring costs

Significant non-recurring and non-operational charges (gains)

Income tax benefit on restructuring costs and significant non-recurring and non-operational items

Significant non-recurring and non-operational (gains) charges recorded within income tax expense

Total adjustments to net income from continuing operations attributable to common shareowners

253

(146)

(11)

667

763

290

690

(354)

(231)

395

396

1,446

(617)

342

1,567

354

(240)

(7)

(284)

(177)

431

(271)

(38)

(154)

(32)

Adjusted net income from continuing operations attributable to common shareowners

$ 5,315

$ 5,460

$ 5,563

$ 5,889

$ 5,233

Weighted average diluted shares outstanding

799

826

883

912

915

Diluted earnings per share — Net income from continuing operations attributable to
common shareowners

$ 5.70

$ 6.13

$ 4.53

$ 6.65

$ 5.75

Impact of non-recurring and non-operational charges (gains) on diluted earnings per share

0.95

0.48

1.77

(0.19)

(0.03)

Adjusted diluted earnings per share — Net income from continuing operations attributable to
common shareowners

$ 6.65

$ 6.61

$ 6.30

$ 6.46

$ 5.72

RECONCILIATION OF SEGMENT RESULTS TO ADJUSTED SEGMENT RESULTS

(DOLLARS IN MILLIONS)

2017 Segment sales

Adjustments to segment sales:

Charge resulting from ongoing customer contract negotiations

Adjusted 2017 segment sales

2017 Segment operating profit

Adjustments to segment operating profit:

Restructuring costs

Gain on sale of investments in Watsco, Inc.

Charge related to product recall program

Charge resulting from customer contract matters

Adjusted 2017 segment operating profit

UTC Climate,
Controls &
Security

Otis

Pratt &
Whitney

UTC
Aerospace
Systems

$ 12,341

$ 17,812

$ 16,160

$ 14,691

—

—

385

—

$ 12,341

$ 17,812

$ 16,545

$ 14,691

$ 2,021

$ 3,300

$ 1,460

$ 2,370

50

—

—

111

(379)

96

—

5

—

196

80

—

—

$ 2,071

$ 3,128

$ 1,661

$ 2,450

RECONCILIATION OF NET CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS TO FREE CASH FLOW

(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

Net cash flows provided by operating activities of continuing operations

Less: Capital expenditures

Free Cash Flow

2017

$ 5,631

2,014

$ 3,617

Use and Definitions of Non-GAAP Financial Measures
United Technologies Corporation reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”).
We supplement the reporting of our financial information determined under GAAP with certain non-GAAP financial information. The non-GAAP information presented provides investors with additional useful infor-
mation, but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these
measures for comparisons with such other companies. We encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.
Adjusted net sales, organic sales, adjusted operating profit, and adjusted earnings per share (“EPS”) are non-GAAP financial measures. Adjusted net sales represents consolidated net sales from continuing
operations (a GAAP measure), excluding significant items of a non-recurring and/or nonoperational nature (hereinafter referred to as “other significant items”). Organic sales represents consolidated net sales (a
GAAP measure), excluding the impact of foreign currency translation, acquisitions and divestitures completed in the preceding twelve months and other significant items. Adjusted operating profit represents
income from continuing operations (a GAAP measure), excluding restructuring costs and other significant items. Adjusted EPS represents diluted earnings per share from continuing operations (a GAAP mea-
sure), excluding restructuring costs and other significant items. For the business segments, when applicable, adjustments of net sales and operating profit similarly reflect continuing operations, excluding
restructuring and other significant items. Management believes that the non-GAAP measures just mentioned are useful in providing period-to-period comparisons of the results of the Company’s ongoing opera-
tional performance.
Free cash flow is a non-GAAP financial measure that represents cash flow from operations (a GAAP measure) less capital expenditures. Management believes free cash flow is a useful measure of liquidity and an
additional basis for assessing UTC’s ability to fund its activities, including the financing of acquisitions, debt service, repurchases of UTC’s common stock and distribution of earnings to shareholders.
A reconciliation of the non-GAAP measures to the corresponding amounts prepared in accordance with GAAP appears in the tables above. The tables above provide additional information as to the items and
amounts that have been excluded from the adjusted measures.

United Technologies Corporation

69

Ellen J. Kullman

COMMITTEES

Retired Chair & Chief Executive Officer
E. I. du Pont de Nemours and Company
(Diversified Chemicals and Materials)

Marshall O. Larsen

Retired Chairman, President &
Chief Executive Officer
Goodrich Corporation
(Aerospace and Defense Systems
and Services)

Harold W. McGraw III

Chairman Emeritus
S&P Global Inc.
(formerly McGraw Hill Financial, Inc.)
(Ratings, Benchmarks and Analytics
for Financial Markets)

Margaret L. O’Sullivan

Jeane Kirkpatrick Professor of the
Practice of International Affairs and
Director of the Geopolitics of
Energy Project
Harvard University Kennedy School
(Higher Education)

Fredric G. Reynolds

Retired Executive Vice President &
Chief Financial Officer
CBS Corporation
(Media)

Brian C. Rogers

Non-Executive Chairman
T. Rowe Price Group, Inc.
(Investment Management)

Christine Todd Whitman

President
The Whitman Strategy Group
(Environment and Public Policy Consulting)
Former EPA Administrator
Former Governor of New Jersey

Audit Committee

Edward A. Kangas, Chair
Lloyd J. Austin III
Diane M. Bryant
Marshall O. Larsen
Margaret L. O’Sullivan
Fredric G. Reynolds

Compensation Committee

Jean-Pierre Garnier, Chair
John V. Faraci
Edward A. Kangas
Ellen J. Kullman
Harold W. McGraw III
Brian C. Rogers

Committee on Governance
and Public Policy

Ellen J. Kullman, Chair
Lloyd J. Austin III
Jean-Pierre Garnier
Harold W. McGraw III
Margaret L. O’Sullivan
Christine Todd Whitman

Executive Committee

Gregory J. Hayes, Chair
John V. Faraci
Jean-Pierre Garnier
Edward A. Kangas
Ellen J. Kullman

Finance Committee

John V. Faraci, Chair
Diane M. Bryant
Gregory J. Hayes
Marshall O. Larsen
Fredric G. Reynolds
Brian C. Rogers
Christine Todd Whitman

Board of Directors

Lloyd J. Austin III

General, U.S. Army (Ret.)
and former Commander of
U.S. Central Command
(Military Leadership)

Diane M. Bryant

Chief Operating Officer
Google Cloud
(Cloud Computing Services)

John V. Faraci

Retired Chairman &
Chief Executive Officer
International Paper
(Paper, Packaging and Distribution)

Jean-Pierre Garnier

Chairman
Idorsia Pharmaceuticals Ltd.
(Biopharmaceuticals)

Gregory J. Hayes

Chairman & CEO
United Technologies Corp.
(Diversified Manufacturer)

Edward A. Kangas

Lead Director
United Technologies Corp.
Former Chairman & CEO
Deloitte, Touche, Tohmatsu
(Audit, Tax Services and Consulting)

70

2017 Annual Report

Leadership

Gregory J. Hayes*
Chairman & CEO

Elizabeth B. Amato*
Executive Vice President &
Chief Human Resources Officer

Robert J. Bailey*
Corporate Vice President
Controller

Vincent M. Campisi
Senior Vice President
Digital & Chief Information Officer

Paul Eremenko
Senior Vice President &
Chief Technology Officer

Nora R. Dannehy
Corporate Vice President
Global Compliance

Robin L. Diamonte
Corporate Vice President
Pension Investments

*Executive Officer

Michael R. Dumais*
Executive Vice President
Operations & Strategy

Charles D. Gill Jr.*
Executive Vice President &
General Counsel

David L. Gitlin*
President
UTC Aerospace Systems

Peter J. Graber-Lipperman
Corporate Vice President,
Secretary & Associate
General Counsel

Akhil Johri*
Executive Vice President &
Chief Financial Officer

George Ross Kearney
Corporate Vice President
Tax

Robert F. Leduc*
President
Pratt & Whitney

Susan Mackiewicz
Corporate Vice President
Internal Audit

Judith F. Marks*
President
Otis

Timothy J. McBride
Senior Vice President
Government Relations

Robert J. McDonough*
President
UTC Climate, Controls & Security

Kelli Parsons
Senior Vice President &
Chief Communications Officer

David R. Whitehouse*
Corporate Vice President
Treasurer

United Technologies Corporation

71

Shareowner Information

CORPORATE OFFICE
United Technologies Corporation
10 Farm Springs Road
Farmington, CT 06032
860.728.7000
www.utc.com

This report is made available to shareowners in advance of the annual
meeting of shareowners to be held at 8 a.m., April 30, 2018, in Palm
Beach Gardens, Fla. The proxy statement will be made available to
shareowners on or about March 19, 2018, at which time proxies for
the meeting will be requested.

STOCK LISTING
New York Stock Exchange (ticker symbol UTX)

TRANSFER AGENT AND REGISTRAR
Computershare Trust Company, N.A., is the transfer agent, registrar
and dividend disbursing agent for UTC’s common stock. Questions and
communications from registered shareowners regarding transfer of
stock, replacement of lost certificates, dividends, address changes, and
the Stock Purchase and Dividend Reinvestment Plan administered by
Computershare should be directed to:

Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
800.488.9281
781.575.2724 (outside U.S.)
800.952.9245 (TDD)
www.computershare.com/investor

ELECTRONIC ACCESS OR DELIVERY OF SHAREOWNER
COMMUNICATIONS
Registered shareowners can help conserve natural resources and
reduce printing and mailing costs incurred by UTC by signing up
for electronic communications, including annual meeting materials,
stock plan statements and tax documents at:
www.computershare-na.com/green.

Beneficial shareowners may be able to request electronic access or
delivery by contacting their broker or bank, or Broadridge Financial
Solutions at: http://enroll.icsdelivery.com/utc.

2017 ANNUAL REPORT ON FORM 10-K
Copies of the UTC Annual Report on Form 10-K as filed with the
U.S. Securities and Exchange Commission can be accessed and
downloaded via our website at: http://ir.utc.com/investors/sec.cfm.

Copies can also be obtained, without charge, from:

UTC Corporate Secretary
United Technologies Corporation
10 Farm Springs Road
Farmington, CT 06032
860.728.7870
corpsec@corphq.utc.com

INVESTOR RELATIONS
United Technologies Corporation
10 Farm Springs Road
Farmington, CT 06032
860.728.7608
InvRelations@corphq.utc.com

DIVIDENDS
Dividends are usually paid on the 10th day of March, June, September
and December.

ENVIRONMENTALLY FRIENDLY REPORT
This annual report is printed on recycled and recyclable paper.

www.utc.com
www.ccs.utc.com
www.otis.com
www.pw.utc.com
www.utcaerospacesystems.com

72

2017 Annual Report

Sustainability

United Technologies delivers solutions the world needs 
to urbanize sustainably. We manufacture some of the 
world’s most fuel-efficient jet engines and aerospace 
systems. We develop green building technologies that 
provide comfort, safety and energy efficiency. And we 
offer refrigeration technologies that extend the world’s 
food supply to feed a growing population.

We engage with stakeholders to advance sustainable 
outcomes across our global communities. Within our 
own operations, we tripled our revenues over the past  
20 years while reducing our greenhouse gas emissions 
by 33 percent and water consumption by 62 percent.  
For us, sustainability means we can do good for the  
planet while we do good for our employees, 
communities, customers and shareowners.

To learn more, visit www.utc.com/naturalleader.

Greenhouse  gas emissions 
(million metric tons CO2e)

Worldwide  water consumption 
(billion gallons)

2.11

2.15

1.96

1.96

1.73

1.74

1.55

1.55

1.46

1.33

14

15

16

17

2020 
Goal

14

15

16

17

2020 
Goal

Consistent with The Greenhouse Gas Protocol, UTC’s Environment, Health & Safety goals and targets are 
adjusted to reflect the impacts of acquired companies at the time of acquisition and to remove divested 
companies from UTC’s measured performance.

Recognition

Among world’s most respected companies
Barron’s

Among world’s greenest companies
Newsweek

19th largest public U.S. manufacturer
Industry Week

50th largest U.S. corporation
Fortune

87th largest global corporation
Fortune Global 2000

155th largest global corporation 
Fortune Global 500

No. 3 most admired aerospace and  
defense company
Fortune

Rated A- for companies responding to 
climate change
Carbon Disclosure Project

All-America Executive Team: Most honored 
company in the aerospace and defense 
electronics sector
Institutional Investor

Among the best investor relations 
programs in the aerospace and defense 
electronics sector
Institutional Investor

Among notable companies for  
diversity practices 
Diversity Inc.

Among the best places to work for 
employment disability inclusion
Disability Equality Index

Among best places to work for  
LGBTQ equality
Human Rights Campaign Foundation 
Corporate Equality Index

Among the best places to work  
for Latinas
Latina Style Magazine

This report and its associated web content at www.utc.com/annualreport provide detailed 
examples of how our approach to integrating responsibility into our operations fosters a culture 
of innovation and delivers results.

United Technologies Corporation and its subsidiaries’ names, abbreviations thereof, logos, and 
product and service designators are either the registered or unregistered trademarks or trade 
names of United Technologies Corporation and its subsidiaries. Names of other companies, 
abbreviations thereof, logos of other companies, and product and service designators of 
other companies are either the registered or unregistered trademarks or trade names of their 
respective owners. 

This report is printed with soy inks and certified wind power. All paper used in this report is 
certified to the Forest Stewardship Council® (FSC®) standards. The paper for the cover and 
narrative section is Green-e Certified (produced using 100 percent renewable electricity), 
certified Carbon Neutral Plus and manufactured with a minimum of 30 percent post-consumer 
fiber. The financial section is printed on paper that contains 10 percent post-consumer recycled 
content and is manufactured in facilities that use an average of 75 percent renewable energy.

Photo Credits:
Inside front cover, courtesy, Bombardier, Inc. and 
Embraer S.A.
Page 4, courtesy, Airbus

10 Farm Springs Road 
Farmington, CT 06032 
USA  
www.utc.com

Otis
Pratt & Whitney
UTC Aerospace Systems
UTC Climate, Controls & Security

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