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2013 ANNUAL REPORT
FINANCIAL AND
CORPORATE RESPONSIBILITY
PERFORMANCE
FOCUSED

Table of contents

  • Page 1
    FOCUSED 2013 ANNUAL REPORT FINANCIAL AND CORPORATE RESPONSIBILITY PERFORMANCE

  • Page 2
    ... aircraft family. United Technologies Corporation (UTC) provides a broad range of hightechnology products and services for the aerospace and commercial building industries. Our aerospace businesses include Sikorsky helicopters, Pratt & Whitney aircraft engines and UTC Aerospace Systems. In 2013...

  • Page 3
    By focusing on our core aerospace and building systems businesses, investing in game-changing technologies and continuing to expand our presence in emerging markets, we are well positioned to deliver strong growth in 2014 and well into the future. 2013 Annual Report 01

  • Page 4
    ...propulsion system - engines, nacelles and controls - for its new E-Jet aircraft family. UTC Aerospace Systems was also selected as the sole provider of the E-Jet's wheels, brakes and electrical system. These wins demonstrate the value of the Goodrich acquisition and highlight our potential to secure...

  • Page 5
    LOUIS R. CHÊNEVERT CHAIRMAN & CHIEF EXECUTIVE OFFICER Louis Chênevert is shown here with the main landing gear for the Airbus A380 - the world's largest commercial airliner - at the UTC Aerospace Systems facility in Oakville, Ontario. 2013 Annual Report 03

  • Page 6
    ... UTC CLIMATE, CONTROLS & SECURITY 11 Stacy Sheard SIKORSKY Coatesville, Pennsylvania 15 PW127M engine PRATT & WHITNEY CANADA 568F propeller UTC AEROSPACE SYSTEMS 04 Haixia Lu OTIS Hangzhou, China 08 Lakesha C. Etienne PRATT & WHITNEY West Palm Beach, Florida 12 Carrier CO2OLtec refrigeration system...

  • Page 7
    01 02 03 04 05 06 We are confident in our strategy, our portfolio and our people to deliver long-term value for our customers and shareowners the right way - ethically, safely and profitably. 07 08 09 10 11 12 13 14 15 16

  • Page 8
    The Right Solutions We make products and provide solutions that make modern life possible - setting the standard for performance, reliability and energy efficiency. 01 06 United Technologies Corporation

  • Page 9
    ...and employs aluminum coils to limit corrosion. UTC Climate, Controls & Security will supply the latest HVAC systems and advanced video security and access control solutions for the new Midfield Concourse development at Hong Kong International Airport. 04 02 03 04 05 05 2013 Annual Report 07

  • Page 10
    The Right People Our employees have a reputation for innovative thinking - aiming for the biggest improvements and the best solutions. 03 05 08 United Technologies Corporation

  • Page 11
    ... OTIS São Paulo, Brazil 05 Anais Espinal UNITED TECHNOLOGIES RESEARCH CENTER East Hartford, Connecticut 02 Samuel Viana PRATT & WHITNEY West Palm Beach, Florida 04 Ryszard Łach UTC AEROSPACE SYSTEMS Rzeszów, Poland 06 Demetrius Brown SIKORSKY Stratford, Connecticut 06 2013 Annual Report 09

  • Page 12
    ..., Vice President, Procurement, Pratt & Whitney, meets with students at the UTC-sponsored Junior Achievement Global Exchange Program at Yale University, which brought together high school students from the United States and China for a weeklong global business seminar. 10 United Technologies...

  • Page 13
    ...AEROSPACE SYSTEMS WrocÅ,aw, Poland Shef Shang UTC CLIMATE, CONTROLS & SECURITY Shanghai, China Alice Sam PRATT & WHITNEY Singapore Josep Hendrawan OTIS Asia Pacific " Everyone benefits when we make progress toward our EH&S goals. An environmentally responsible company is a better place to work...

  • Page 14
    At a Glance Financials United Technologies Corporation provides a broad range of high-technology products and services for the aerospace and commercial building industries worldwide. In 2013, UTC net sales were $62.6 billion. Earnings per share from continuing operations were $6.21 per share. Cash ...

  • Page 15
    ... between annual reporting periods, and UTC may include any prior-year data revisions in current reporting. The increases in our 2013 environmental performance results and our 2015 goals reï¬,ect the addition of 100 former Goodrich sites to our EH&S management system. NON-GREENHOUSE GAS EMISSIONS...

  • Page 16
    Business Highlights UTC Building & Industrial Systems, which includes Otis and UTC Climate, Controls & Security, is the world's largest provider of high-technology building systems. Employees 63,492 Net Sales $12.5 billion Operating Profit $2.6 billion Elevators, escalators and moving walkways ...

  • Page 17
    ... Carrier Transicold introduced its Citimax line of refrigeration units for light commercial vehicles and trucks to the Indian market. In 2013, UTC Climate, Controls & Security and Otis were combined to form UTC Building & Industrial Systems. With a broad portfolio of innovative products and services...

  • Page 18
    ... and arrested landings. Pratt & Whitney and Boeing marked delivery of the first PW4062 engines for the U.S. Air Force's new KC-46A aerial refueling aircraft. Boeing's contract with Pratt & Whitney calls for delivery of as many as 368 PW4062 engines through 2027. 16 United Technologies Corporation

  • Page 19
    ... engines, nacelles and controls - for its new second-generation E-Jets, scheduled to enter service in 2018. UTC Aerospace Systems was selected as the sole provider of electrical systems, and wheels and carbon brakes. Pratt & Whitney AeroPower will supply the auxiliary power unit. 2013 Annual Report...

  • Page 20
    ... safety standards - a major consideration in the offshore transportation industry. In January 2014, Sikorsky delivered the first S-76D to the Bristow Group, the world's leading provider of helicopter services to the offshore oil and gas industry. Powered by Pratt & Whitney Canada PW210S engines...

  • Page 21
    ... Note Concerning Factors That May Affect Future Results Management's Report on Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Statement of Operations Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated...

  • Page 22
    ...acquisition of Goodrich. Note 3 The increase in 2012, as compared with 2011, includes the net impact of acquisitions and divestitures across the Company, most notably the 2012 acquisition of Goodrich and divestiture of the legacy Hamilton Sundstrand Industrial business, both within the UTC Aerospace...

  • Page 23
    ...technology products and services to the building systems and aerospace industries. Our operations for the periods presented herein are classified into five principal business segments: Otis, UTC Climate, Controls & Security, Pratt & Whitney, UTC Aerospace Systems and Sikorsky. Otis and UTC Climate...

  • Page 24
    ... gains from business divestiture activities, primarily those related to UTC Climate, Controls & Security's portfolio transformation. Our earnings growth strategy contemplates earnings from organic sales growth, including growth from new product development and product improvements, structural cost...

  • Page 25
    ... sold in 2013. The increase in cost of products and services sold related to the organic sales growth (1%) was offset by the absence of amortization of inventory fair-value adjustments (1%) related to the Goodrich acquisition that were recorded in 2012 within the UTC Aerospace Systems segment. The...

  • Page 26
    ...in 2013, as compared with the prior year, reï¬,ects spending related to the Goodrich businesses (18%) and at Pratt & Whitney related to military programs (11%). The increase in company-funded research and development in 2012, compared with 2011, primarily reï¬,ects increases at UTC Aerospace Systems...

  • Page 27
    ... disposition activity ($248 million) including UTC Climate, Controls & Security's portfolio transformation and the sale of Pratt & Whitney's Power Systems business, as well as income tax items as discussed further in Note 11 to the Consolidated Financial Statements. Net Income Attributable to Common...

  • Page 28
    ... China (25%) and the Americas (16%) throughout 2013, partially offset by lower rates of new equipment order growth in Europe (4%) and declines in other areas in Asia (6%). Within the UTC Climate, Controls & Security segment, North American residential heating, ventilation and air conditioning (HVAC...

  • Page 29
    .... UTC Climate, Controls & Security is also a global provider of security and fire safety products and services. UTC Climate, Controls & Security provides electronic security products such as intruder alarms, access control systems and video surveillance systems and designs and manufactures a wide...

  • Page 30
    ... from the contribution of legacy Carrier's HVAC operations in Brazil, Argentina and Chile into a new venture controlled by Midea Group of China. Aerospace Businesses The financial performance of Pratt & Whitney, UTC Aerospace Systems and Sikorsky is directly tied to the economic conditions of the...

  • Page 31
    ... of total UTC sales in 2013, 2012, and 2011, respectively. The defense portion of our aerospace business is affected by changes in market demand and the global political environment. Our participation in long-term production and development programs for the U.S. Government has contributed positively...

  • Page 32
    ...AgustaWestland and Airbus Helicopters and is developing the PurePower PW800 engine for the new generation of long-range and heavy business jets. Pratt & Whitney continues to enhance its programs through performance improvement measures and product base expansion. 30 United Technologies Corporation

  • Page 33
    ... acquisition of Goodrich in 2012 (3%). Restructuring savings were largely offset by higher pension costs. The increase in "Acquisitions and divestitures, net" (1%) reï¬,ects the consolidation of IAE and the transfer of the AeroPower business to Pratt & Whitney from UTC Aerospace Systems, partially...

  • Page 34
    ..., engine control systems, intelligence, surveillance and reconnaissance systems, engine components, environmental control systems, fire protection and detection systems, propeller systems, aircraft nacelles, and interior, actuation, landing and electronic systems. UTC Aerospace Systems products...

  • Page 35
    ... helicopter operators. Sikorsky is increasingly engaging in logistics support programs and partnering with its government and commercial customers to manage and provide logistics, maintenance and repair services. Total Increase (Decrease) Year-Over-Year for: (DOLLARS IN MILLIONS) 2013 2012 2011...

  • Page 36
    ..., including real estate and private equity. Across our global pension plans, the absence of prior pension investment losses, impact of a higher discount rate, as well as the positive returns experienced during 2013, are expected to result in decreased pension expense in 2014 of approximately...

  • Page 37
    ... reductions, as well as lower global pension contributions. Included in income from continuing operations in 2013 were approximately $248 million of net gains from the sale of the Pratt & Whitney Power Systems business and portfolio transformation activities at UTC Climate, 2013 Annual Report 35

  • Page 38
    ... with Rolls-Royce. Capital expenditures in 2013 primarily relate to investments in new programs at Pratt & Whitney, and continuing Goodrich integration activities at UTC Aerospace Systems. Investments in businesses during 2013 were $151 million and included a number of small acquisitions in...

  • Page 39
    ... $460 million primarily at Pratt & Whitney and Otis, reï¬,ecting expenditures related to investments in new programs and low-cost manufacturing facilities, as well as at UTC Aerospace Systems due to spending at legacy Goodrich businesses subsequent to acquisition. Customer financing activities were...

  • Page 40
    ... primarily relate to the completed divestitures of two businesses. As discussed above, on December 13, 2012 we completed the sale of the legacy Hamilton Sundstrand Industrial businesses for $3.4 billion. Also, on August 7, 2012, we completed the disposition of Clipper to a private equity acquirer...

  • Page 41
    ...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, and health care cost increase projections. Assumptions are determined based on company data and appropriate market indicators, and are...

  • Page 42
    ... with the acquisition of Goodrich in 2012, we identified customer contractual obligations on certain OEM development $ 12,254 $ 1,261 $ 5,498 In exchange for the increased ownership and collaboration interests and intellectual property license, Pratt & Whitney paid Rolls-Royce $1.5 billion at...

  • Page 43
    ... export sales, averaged approximately $36 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...

  • Page 44
    ...respect to government contract matters. See "Legal Proceedings" in Item 1 to this Form 10-K and Note 11 "Income Taxes" and Note 17 "Commitments & Contingencies" of our Consolidated Financial Statements for further discussion of these and other government matters. 42 United Technologies Corporation

  • Page 45
    ... future repurchases of our common stock; • pension plan assumptions and future contributions; and • the effect of changes in tax, environmental and other laws and regulations or political conditions in the United States and other countries in which we operate. In addition, our Annual Report on...

  • Page 46
    ... accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of UTC's internal control over financial reporting as of December 31, 2013. In making its...

  • Page 47
    ... on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Corporation's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company...

  • Page 48
    Consolidated Statement of Operations (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS; SHARES IN MILLIONS) 2013 2012 2011 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 ...

  • Page 49
    Consolidated Statement of Comprehensive Income (DOLLARS IN MILLIONS) 2013 2012 2011 Net income from continuing operations Net income from discontinued operations Net income Other comprehensive income (loss), net of tax Foreign currency translation adjustments Foreign currency translation ...

  • Page 50
    ... THOUSANDS) 2013 2012 Assets Cash and cash equivalents Accounts receivable (net of allowance for doubtful accounts of $488 and $443) Inventories and contracts in progress, net Future income tax benefits, current Assets held for sale Other assets, current Total Current Assets Customer financing...

  • Page 51
    ... provision Stock compensation cost Change in: Accounts receivable Inventories and contracts in progress Other current assets Accounts payable and accrued liabilities Global pension contributions Other operating activities, net Net cash ï¬,ows provided by operating activities of continuing operations...

  • Page 52
    ... Common Stock issued under employee plans (7.2 million shares), net of tax benefit of $81 Common Stock contributed to defined benefit pension plans (5.7 million shares) Common Stock repurchased (26.9 million shares) Dividends on Common Stock Dividends on ESOP Common Stock Dividends attributable...

  • Page 53
    Consolidated Statement of Changes in Equity Shareowners' Equity Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Redeemable ... 2,563 889 (1,200) (1,908) (69) (355) (143) 243 (7) 33 $ 33,219 (82) (33) $ 111 (5) (3) 5 (9) (100) $ 238 (18) 2 (34) 2013 Annual Report 51

  • Page 54
    .... Inventories and Contracts in Progress. Inventories and contracts 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...

  • Page 55
    ... and services included within the scope of this SAB Topic include heating, ventilating, air-conditioning and refrigeration systems, non-complex alarm and fire detection and suppression systems, commercially funded research and development contracts and non-complex aerospace components. Sales within...

  • Page 56
    ...& Whitney for shared or joint program costs. The reimbursement of a collaborator'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...

  • Page 57
    ... 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...

  • Page 58
    .... On July 26, 2012, we completed the acquisition of Goodrich, a global supplier of systems and services to the aerospace and defense industry with 2011 sales of $8.1 billion. Goodrich products include aircraft nacelles and interior, actuation, landing and electronic systems. Under the terms of the...

  • Page 59
    ... accounting for the unremitted earnings no longer considered permanently reinvested. In 2010, Pratt & Whitney entered into a preferred supplier contract with Goodrich for the development and subsequent production of nacelles for the PW1500G (Bombardier CSeries) and PW1200G 2013 Annual Report 57

  • Page 60
    ...sale of the Goodrich pumps and engine controls business to Triumph Group, Inc., and on March 26, 2013, we completed the sale of the Goodrich electric power systems business to Safran S.A. Combined proceeds from the sales of the two businesses were approximately $600 million. 58 United Technologies...

  • Page 61
    ...UTC approved plans for the divestiture of a number of non-core businesses. Cash generated from these divestitures was used to repay debt incurred to finance the Goodrich acquisition. See Note 3 for further discussion. On June 29, 2012, Pratt & Whitney, Rolls-Royce plc (RollsRoyce), MTU Aero Engines...

  • Page 62
    ... operations section of the Consolidated Statement of Cash Flows. We have no continuing involvement with the Clipper business following disposition. The legacy Hamilton Sundstrand Industrial businesses, as well as Clipper, Rocketdyne and UTC Power all met the "held-for-sale" criteria in 2012...

  • Page 63
    ... In exchange for the increased ownership and collaboration interests and intellectual property license, Pratt & Whitney paid Rolls-Royce $1.5 billion at closing with additional payments due to Rolls-Royce contingent upon each hour ï¬,own by the V2500-powered aircraft in service as of June 29, 2012...

  • Page 64
    ... to certain aerospace programs. These capitalized costs will be liquidated as production units are delivered to the customer. The capitalized contract development costs within inventory principally relate to capitalized costs on Sikorsky's CH-148 contract with the Canadian Government. Contracts in...

  • Page 65
    ...1,121 The project financing obligations noted above are associated with the sale of rights to unbilled revenues related to the ongoing activity of an entity owned by UTC Climate, Controls & Security. The percentage of total short-term borrowings and long-term debt at variable interest rates was 10...

  • Page 66
    ...2012 2011 United States Foreign $ 3,658 4,654 $ 8,312 $ 2,595 4,316 $ 6,911 $ 3,168 4,182 $ 7,350 2013 2012 2011 Net income attributable to common shareowners Transfers to noncontrolling interests: Increase in common stock for sale of subsidiary shares Decrease in common stock for purchase...

  • Page 67
    ... with the Appeals Division of the IRS for the tax years 2004 - 2005. The favorable income tax impact of $225 million related to the release of non-U.S. valuation allowances resulting from internal legal entity reorganizations is also included in the 2012 effective rate. This is reported in the table...

  • Page 68
    .... Examination activity for Goodrich Corporation tax years 2011 and 2012, prior to its acquisition by UTC, is expected to commence during 2014. During 2012, the IRS completed examination fieldwork for our 2006 through 2008 tax years and issued its audit report. During 2012, we also reached final...

  • Page 69
    ... of foreign exchange translation, primarily for plans in the U.K. and Canada, and the impact of settlements. As part of the Goodrich acquisition on July 26, 2012, we assumed approximately $5.2 billion of pension projected benefit obligations and $3.8 billion of plan assets. 2013 Annual Report 67

  • Page 70
    ...for pension plans are presented in the following table as weighted-averages: Benefit Obligation 2013 2012 2013 Net Cost 2012 2011 2013 2012 Projected benefit obligation Accumulated benefit obligation Fair value of plan assets $ 22,142 $ 32,278 21,475 19,884 31,147 25,889 Discount rate Salary...

  • Page 71
    ... Public Equities Global Equities Global Equity Commingled Funds 1 Enhanced Global Equities 2 Private Equities 3 Fixed Income Securities Governments Corporate Bonds Structured Products 4 Real Estate 5 Other 6 Cash & Cash Equivalents 7 Subtotal Other Assets & Liabilities 8 Total at December 31, 2012...

  • Page 72
    ... following: Enhanced Global Equities Private Equities Corporate Bonds Real Estate (DOLLARS IN MILLIONS) Total Balance, December 31, 2011 Plan assets acquired Realized gains Unrealized (losses) gains relating to instruments still held in the reporting period Purchases, sales, and settlements, net...

  • Page 73
    ...-averages: Benefit Obligation 2013 2012 2013 Net Cost 2012 2011 Discount rate Expected return on plan assets 4.4% - 3.6% - 3.6% - 4.2% - 4.9% 5.0% Assumed health care cost trend rates are as follows: 2013 2012 Health care cost trend rate assumed for next year Rate that the cost trend rate...

  • Page 74
    ... active employees and retirees and their dependents. Contributions to multiemployer plans that provide postretirement benefits other than pensions were $12 million, $11 million and $10 million for 2013, 2012 and 2011, respectively. Stock-based Compensation. UTC's long-term incentive plan authorizes...

  • Page 75
    ... 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 Sikorsky Eliminations and other Restructuring costs recorded within continuing operations Restructuring...

  • Page 76
    ...restructuring actions initiated in 2011. As of December 31, 2013, there are no remaining costs to complete the 2011 actions. NOTE 14: FINANCIAL INSTRUMENTS (DOLLARS IN MILLIONS) Otis UTC Climate, Controls & Security Pratt & Whitney UTC Aerospace Systems Sikorsky Eliminations and other Discontinued...

  • Page 77
    ... million net gain from UTC Climate, Controls & Security's portfolio transformation, primarily due to a gain on the sale of businesses in Hong Kong and Australia. In addition, we recorded an approximately $193 million gain from the sale of Pratt & Whitney Power Systems business (see Note 2), as well...

  • Page 78
    ... to Consolidated Financial Statements the disposition of the U.S. UTC Fire & Security branch operations. In addition, we recorded a $34 million gain on the fair market measurement of the Company's previously held interest in Goodrich. Valuation Techniques. Our available-for-sale securities include...

  • Page 79
    ... that Pratt & Whitney violated the civil False Claims Act and common law. The claims relate to the "Fighter Engine Competition" between Pratt & Whitney's F100 engine and General Electric's F110 engine. The government alleged that it overpaid for F100 engines under contracts awarded by the U.S. Air...

  • Page 80
    ... Financial Statements United States Court of Appeals for the Sixth Circuit. On November 18, 2010, the Sixth Circuit affirmed Pratt & Whitney's liability under the False Claims Act, but remanded the case to the trial court for further proceedings on the issues of False Claims Act damages...

  • Page 81
    ...and foreign governments. Pratt & Whitney also provides product support and a full range of overhaul, repair and ï¬,eet management services and produces land-based power generation equipment. Effective July 1, 2012, the auxiliary power unit business (APU) of the UTC Aerospace Systems business segment...

  • Page 82
    ... 7,721 Major Customers. Net Sales include sales under prime contracts and subcontracts to the U.S. Government, primarily related to Pratt & Whitney, UTC Aerospace Systems and Sikorsky products, as follows: (DOLLARS IN MILLIONS) 2013 2012 2011 Pratt & Whitney UTC Aerospace Systems Sikorsky Other...

  • Page 83
    ... 2008 2009 2010 2011 2012 2013 United Technologies Corporation S&P 500 Index Dow Jones Industrial Average $ 100.00 $ 100.00 $ 100.00 $ 133.29 $ 126.46 $ 122.68 $ 154.93 $ 145.51 $ 139.94 $ 147.23 $ 148.59 $ 151.67 $ 169.46 $ 172.37 $ 167.19 $ 240.42 $ 228.19 $ 216.77 2013 Annual Report 81

  • Page 84
    ... Benchmark Administration Limited (Administrator LIBOR Benchmark Interest Rate) Christine Todd Whitman President The Whitman Strategy Group (Environment and Public Policy Consulting) Former EPA Administrator Former Governor of New Jersey PERMANENT COMMITTEES Audit Committee Edward A. Kangas, Chair...

  • Page 85
    ... President, Pratt & Whitney Elizabeth B. Amato Senior Vice President, Human Resources and Organization David G. Appel President, Carrier Transicold & Refrigeration Systems, UTC Building & Industrial Systems Alain M. Bellemare President & Chief Executive Officer, UTC Propulsion & Aerospace Systems...

  • Page 86
    ...of the UTC Annual Report on Form 10-K for fiscal year 2013 filed with the Securities and Exchange Commission by writing to: Corporate Secretary United Technologies Corporation United Technologies Building Hartford, CT 06101 For additional information about UTC, please contact Investor Relations at...

  • Page 87
    ..., Barron's magazine Most Innovative Companies in China, Global Entrepreneur magazine Top Corporate Partner, INROADS (7th consecutive year), an organization that seeks to develop and place talented, underserved youth in business and industry UTC Research Center, R&D 100 Award, R&D Magazine, for...

  • Page 88
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