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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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DELAWARE
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06-0570975
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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10 Farm Springs Road, Farmington, Connecticut
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06032
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock ($1 par value)
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New York Stock Exchange
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(CUSIP 913017 10 9)
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1.125% Notes due 2021
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New York Stock Exchange
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(CUSIP 913017 CD9)
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1.250% Notes due 2023
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New York Stock Exchange
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(CUSIP U91301 AD0)
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1.150% Notes due 2024
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New York Stock Exchange
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(CUSIP 913017 CU1)
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1.875% Notes due 2026
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New York Stock Exchange
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(CUSIP 913017 CE7)
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2.150% Notes due 2030
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New York Stock Exchange
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(CUSIP 913017 CV9)
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Floating Rate Notes due 2019
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New York Stock Exchange
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(CUSIP 913017 CS6)
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Floating Rate Notes due 2020
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New York Stock Exchange
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(CUSIP 913017 CT4)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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PART I
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PART II
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PART III
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PART IV
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Item 1.
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Business
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•
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the effect of economic conditions in the industries and markets in which we operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations 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 industry, 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;
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•
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challenges in the development, production, delivery, support, performance and realization of the anticipated benefits (including expected returns under customer contracts) of advanced technologies and new products and services;
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•
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the scope, nature, impact or timing of the expected separation transactions and other acquisition and divestiture activity, including among other things integration of acquired businesses into UTC's existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs and expenses;
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•
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future levels of indebtedness, including indebtedness that may be incurred in connection with the expected separation transactions, and capital spending and research and development spending;
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•
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future availability of credit and factors that may affect such availability, including credit market conditions and our capital structure;
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•
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the timing and scope of future repurchases of our common stoc
k,
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;
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•
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delays and disruption in delivery of materials and services from suppliers;
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•
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company and customer-directed cost reduction efforts and restructuring costs and savings and other consequences thereof;
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•
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new business and investment opportunities;
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•
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our ability to realize the intended benefits of organizational changes;
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•
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the anticipated benefits of diversification and balance of operations across product lines, regions and industries;
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•
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the outcome of legal proceedings, investigations and other contingencies;
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•
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pension plan assumptions and future contributions;
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•
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the impact of the negotiation of collective bargaining agreements and labor disputes;
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•
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the effect of changes in political conditions in the U.S. and other countries in which we operate, including the effect of changes in U.S. trade policies or the U.K.'s pending withdrawal from the European Union (EU), on general market conditions, global trade policies and currency exchange rates in the near term and beyond;
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•
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the effect of changes in tax (including the U.S. tax reform enacted on December 22, 2017 and is commonly referred to as the Tax Cuts and Jobs Act of 2017 (TCJA))
,
environmental, regulatory (including among other things import/export) and other laws and regulations in the U.S. and other countries in which we operate;
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•
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negative effects of the Rockwell Collins acquisition or the announcement or pendency of the separation transactions on the market price of UTC’s common stock and/or on its financial performance;
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•
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risks relating to the integration of Rockwell Collins, including the risk that the integration may be more difficult, time-consuming or costly than expected or may not result in the achievement of estimated synergies within the contemplated time frame or at all;
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our ability to retain and hire key personnel;
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•
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the expected benefits and timing of the separation transactions, and the risk that conditions to the separation transactions will not be satisfied and/or that the separation transactions will not be completed within the expected time frame, on the expected terms or at all;
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the expected qualification of the separation transactions as tax-free transactions for U.S. federal income tax purposes;
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•
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the possibility that any consents or approvals required in connection with the expected separation transactions will not be received or obtained within the expected time frame, on the expected terms or at all;
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expected financing transactions undertaken in connection with the separation transactions and risks associated with additional indebtedness;
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the risk that dissynergy costs, costs of restructuring transactions and other costs incurred in connection with the expected separation transactions will exceed our estimates; and
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the impact of the expected separation transactions on our businesses and the risk that the separation transactions may be more difficult, time-consuming or costly than expected, including the impact on our resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.
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Item 1A.
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Risk Factors
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•
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the diversion of management’s attention from ongoing business concerns and impact on the businesses of UTC (including Otis and Carrier) as a result of the devotion of management’s attention to the separation transactions;
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•
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maintaining employee morale and retaining key management and other employees;
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•
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retaining existing business and operational relationships, including with customers, suppliers, employees and other counterparties, and attracting new business and operational relationships;
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execution and related risks in connection with UTC, Otis and Carrier financing transactions undertaken in connection with the separation transactions;
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foreseen and unforeseen dis-synergy costs, costs of restructuring transactions (including taxes) and other significant costs and expenses; and
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potential negative reactions from the financial markets if we fail to complete the separation transactions as currently expected, within the anticipated time frame or at all.
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the diversion of management’s attention from ongoing business concerns and performance shortfalls at Collins Aerospace Systems as a result of the devotion of management’s attention to the integration;
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•
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managing a larger combined aerospace systems business;
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•
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maintaining employee morale and retaining key management and other employees;
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•
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retaining existing business and operational relationships, including customers, suppliers and other counterparties, as may be impacted by contracts containing consent and/or other provisions that may be triggered by the acquisition, and attracting new business and operational relationships;
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•
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the possibility of faulty assumptions underlying expectations regarding the integration process;
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•
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consolidating corporate and administrative infrastructures and eliminating duplicative operations;
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•
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coordinating geographically separate organizations;
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•
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unanticipated issues in integrating information technology, communications and other systems;
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•
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increased competitive pressure from customers; and
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•
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unforeseen expenses or delays associated with the acquisition.
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•
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requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt or the payment of costs associated with the separation transactions, which will reduce funds we have available for other purposes, such as acquisitions, reinvestment in our businesses, dividends and repurchases of our common stock;
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•
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reducing our flexibility in planning for or reacting to changes in our business and market conditions;
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•
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exposing us to interest rate risk at the time of refinancing outstanding debt or on the portion of our debt obligations that are issued at variable rates; and
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•
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further downgrades of our credit ratings resulting in increased borrowing costs.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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2018
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Total Number of Shares Purchased
(000's)
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of a Publicly Announced Program
(000's)
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
(dollars in millions)
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|||||||
October 1 - October 31
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61
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$
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128.65
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61
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$
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2,211
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November 1 - November 30
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65
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126.27
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65
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$
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2,203
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December 1 - December 31
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2,027
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117.70
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2,027
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$
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1,964
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Total
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2,153
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$
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118.27
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2,153
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Name
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Title
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Other Business Experience Since 1/1/2014
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Age as of
2/7/2019
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Elizabeth B. Amato
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Executive Vice President & Chief Human Resources Officer, United Technologies Corporation (since August 2012)*
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Senior Vice President, Human Resources and Organization, United Technologies Corporation
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62
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Robert J. Bailey
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Corporate Vice President, Controller, United Technologies Corporation (since September 2016)
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Vice President & Chief Financial Officer, Pratt & Whitney
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54
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Michael R. Dumais
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Executive Vice President, Operations & Strategy, United Technologies Corporation (since January 2017)
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Senior Vice President, Strategic Planning, United Technologies Corporation; President, Power, Controls & Sensing Systems, UTC Aerospace Systems
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52
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Charles D. Gill
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Executive Vice President & General Counsel, United Technologies Corporation (since 2007)*
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Senior Vice President and General Counsel, United Technologies Corporation
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54
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David L. Gitlin
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President and Chief Operating Officer, Collins Aerospace Systems (since November 2018)
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President, UTC Aerospace Systems; President, Aircraft Systems, UTC Aerospace Systems
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49
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Gregory J. Hayes
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Chairman (since September 2016), President and Chief Executive Officer, United Technologies Corporation (since November 2014)
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Senior Vice President and Chief Financial Officer, United Technologies Corporation
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58
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Akhil Johri
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Executive Vice President & Chief Financial Officer, United Technologies Corporation (since January 2015)*
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Senior Vice President and Chief Financial Officer, United Technologies Corporation; Chief Financial Officer, Pall Corporation
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57
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Robert F. Leduc
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President, Pratt & Whitney (since January 2016)
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President, Sikorsky Aircraft; President, Boeing Programs and Space, Hamilton Sundstrand/UTC Aerospace Systems
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62
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Judith F. Marks
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President, Otis Elevator (since October 2017)
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Chief Executive Officer, Dresser-Rand (a Siemens company); Chief Executive Officer, Siemens USA; Executive Vice President, Dresser-Rand; President and Chief Executive Officer, Siemens Government Technologies Inc.
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55
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Robert J. McDonough
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President, Carrier (since September 2015)
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Chief Operating Officer, Americas, UTC Building & Industrial Systems
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59
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Robert K. Ortberg
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Chief Executive Officer, Collins Aerospace Systems (since November 2018)
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Chairman, President and Chief Executive Officer of Rockwell Collins, Inc.
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58
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David R. Whitehouse
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Corporate Vice President, Treasurer, United Technologies Corporation (since April 2015)*
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Vice President, Treasurer, United Technologies Corporation; Director, Capital Markets, United Technologies Corporation
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52
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Item 15.
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Exhibits and Financial Statement Schedules
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(a)
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Financial Statements, Financial Statement Schedules and Exhibits
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(1)
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Financial Statements (incorporated herein by reference to the
2018
Annual Report)
:
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Page Number in
Annual Report
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Report of Independent Registered Public Accounting Firm
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31
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Consolidated Statement of Operations for the three years ended December 31, 2018
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33
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Consolidated Statement of Comprehensive Income for the three years ended December 31, 2018
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34
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Consolidated Balance Sheet as of December 31, 2018 and 2017
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35
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Consolidated Statement of Cash Flows for the three years ended December 31, 2018
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36
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Consolidated Statement of Changes in Equity for the three years ended December 31, 2018
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37
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Notes to Consolidated Financial Statements
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38
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Selected Quarterly Financial Data (Unaudited)
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87
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(2)
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Financial Statement Schedule for the
three years ended December 31, 2018
:
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(3)
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Exhibits
:
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Exhibit
Number
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2.1
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3(i)
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3(ii)
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4.1
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10.1
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United Technologies Corporation Annual Executive Incentive Compensation Plan, incorporated by reference to Exhibit A to UTC’s Proxy Statement for the 1975 Annual Meeting of Shareowners,
Amendment No. 1
thereto, effective January 1, 1995, incorporated by reference to Exhibit 10.2 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 1995, and
Amendment No. 2
thereto, effective January 1, 2009, incorporated by reference to Exhibit 10.1 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2008.
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10.2
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10.3
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United Technologies Corporation Senior Executive Severance Plan, incorporated by reference to Exhibit 10(vi) to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 1992, as amended by
Amendment thereto, effective December 10, 2003
, incorporated by reference to Exhibit 10.4 of UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2003, and
Amendment thereto, effective June 11, 2008
, incorporated by reference to Exhibit 10.4 of UTC’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, 2008, and
Amendment thereto, effective February 10, 2011
, incorporated by reference to Exhibit 10.4 to UTC’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2010.
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10.4
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10.5
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10.6
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10.7
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10.8
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10.9
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Retainer Payment Election Form for United Technologies Corporation Board of Directors Deferred Stock Unit Plan
(referred to above in Exhibit 10.8).*
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10.10
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10.11
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United Technologies Corporation Long-Term Incentive Plan, as amended and restated effective April 28, 2014
, incorporated by reference to Exhibit 10.1 to UTC’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on May 2, 2014, as further amended by
Amendment No. 1, effective as of February 5, 2016
, incorporated by reference to Exhibit 10.12 to UTC's Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.
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10.12
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10.13
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10.14
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10.15
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10.16
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10.17
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Form of Award Agreement for restricted stock unit, performance share unit and stock appreciation rights awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.12)
, incorporated by reference to Exhibit 10.18 to UTC's Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.
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10.18
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10.19
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10.20
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10.21
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10.22
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10.23
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10.24
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13
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14
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Code of Ethics. The UTC Code of Ethics may be accessed via UTC’s website at http://www.utc.com/How-We-Work/Ethics-And-Compliance/Pages/Default.aspx.
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21
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23
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24
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31.1
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31.2
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31.3
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32
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101.INS
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XBRL Instance Document.*
(File name: utx-20181231.xml)
|
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101.SCH
|
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XBRL Taxonomy Extension Schema Document.*
(File name: utx-20181231.xsd)
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101.CAL
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XBRL Taxonomy Calculation Linkbase Document.*
(File name: utx-20181231_cal.xml)
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101.DEF
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XBRL Taxonomy Definition Linkbase Document.*
File name: : utx-20181231_def.xml)
|
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101.LAB
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|
XBRL Taxonomy Label Linkbase Document.*
(File name: utx-20181231_lab.xml)
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101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.*
(File name: utx-20181231_pre.xml)
|
*
|
Submitted electronically herewith.
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UNITED TECHNOLOGIES CORPORATION
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|
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(Registrant)
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By:
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/s/
A
KHIL
J
OHRI
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Akhil Johri
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Executive Vice President & Chief Financial Officer
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By:
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/s/ R
OBERT
J. B
AILEY
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Robert J. Bailey
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Corporate Vice President, Controller
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Signature
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Title
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Date
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/s/ G
REGORY
J. H
AYES
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Director, Chairman, President and Chief Executive Officer (Principal Executive Officer)
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|
February 7, 2019
|
(Gregory J. Hayes)
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/s/ A
KHIL
J
OHRI
|
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Executive Vice President & Chief Financial Officer (Principal Financial Officer)
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February 7, 2019
|
(Akhil Johri)
|
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/s/ R
OBERT
J. B
AILEY
|
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Corporate Vice President, Controller
(Principal Accounting Officer)
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February 7, 2019
|
(Robert J. Bailey)
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/s/ L
LOYD
J. A
USTIN
III *
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Director
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(Lloyd J. Austin III)
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|
|
|
|
|
|
/s/ D
IANE
M. B
RYANT
*
|
|
Director
|
|
|
(Diane M. Bryant)
|
|
|
|
|
|
|
|
|
|
/s/ J
OHN
V. F
ARACI
*
|
|
Director
|
|
|
(John V. Faraci)
|
|
|
|
|
|
|
|
|
|
/s/ J
EAN
-P
IERRE
G
ARNIER
*
|
|
Director
|
|
|
(Jean-Pierre Garnier)
|
|
|
|
|
|
|
|
|
|
/s/ CHRISTOPHER J. KEARNEY *
|
|
Director
|
|
|
(Christopher J. Kearney)
|
|
|
|
|
|
|
|
|
|
/s/ E
LLEN
J. K
ULLMAN
*
|
|
Director
|
|
|
(Ellen J. Kullman)
|
|
|
|
|
|
|
|
|
|
/s/ M
ARSHALL
O. L
ARSEN
*
|
|
Director
|
|
|
(Marshall O. Larsen)
|
|
|
|
|
|
|
|
|
|
/s/ H
AROLD
W. M
C
G
RAW
III *
|
|
Director
|
|
|
(Harold W. McGraw III)
|
|
|
|
|
|
|
|
|
|
/s/ M
ARGARET
L. O'S
ULLIVAN
*
|
|
Director
|
|
|
(Margaret L. O'Sullivan)
|
|
|
|
|
|
|
|
|
|
/s/
DENISE L. RAMOS
*
|
|
Director
|
|
|
(Denise L. Ramos)
|
|
|
|
|
|
|
|
|
|
/s/ F
REDRIC
G. R
EYNOLDS
*
|
|
Director
|
|
|
(Fredric G. Reynolds)
|
|
|
|
|
|
|
|
|
|
/s/ B
RIAN
C. R
OGERS
*
|
|
Director
|
|
|
(Brian C. Rogers)
|
|
|
|
|
|
|
|
|
|
/s/ C
HRISTINE
T
ODD
W
HITMAN
*
|
|
Director
|
|
|
(Christine Todd Whitman)
|
|
|
|
|
*By:
|
/s/ C
HARLES
D. G
ILL
|
|
Charles D. Gill
Executive Vice President &
General Counsel, as Attorney-in-Fact
|
Allowances for Doubtful Accounts and Other Customer Financing Activity:
|
|
|
||
Balance, December 31, 2015
|
|
$
|
553
|
|
Provision charged to income
|
|
64
|
|
|
Doubtful accounts written off (net)
|
|
(105
|
)
|
|
Other adjustments
|
|
(45
|
)
|
|
Balance, December 31, 2016
|
|
467
|
|
|
Provision charged to income
|
|
88
|
|
|
Doubtful accounts written off (net)
|
|
(82
|
)
|
|
Other adjustments
|
|
(17
|
)
|
|
Balance, December 31, 2017
|
|
456
|
|
|
Provision charged to income
|
|
54
|
|
|
Doubtful accounts written off (net)
|
|
(37
|
)
|
|
Other adjustments
|
|
15
|
|
|
Balance, December 31, 2018
|
|
$
|
488
|
|
Future Income Tax Benefits—Valuation allowance:
|
|
|
||
Balance, December 31, 2015
|
|
$
|
591
|
|
Additions charged to income tax expense
|
|
32
|
|
|
Reductions credited to income tax expense
|
|
(61
|
)
|
|
Other adjustments
|
|
(17
|
)
|
|
Balance, December 31, 2016
|
|
545
|
|
|
Additions charged to income tax expense
|
|
45
|
|
|
Reductions credited to income tax expense
|
|
(29
|
)
|
|
Other adjustments
|
|
21
|
|
|
Balance, December 31, 2017
|
|
582
|
|
|
Additions charged to income tax expense
|
|
61
|
|
|
Additions charged to goodwill, due to acquisitions
|
|
25
|
|
|
Reductions credited to income tax expense
|
|
(25
|
)
|
|
Other adjustments
|
|
(38
|
)
|
|
Balance, December 31, 2018
|
|
$
|
605
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|