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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 ____________________________________ 
FORM 10-Q
____________________________________ 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                 
Commission file number 1-812
____________________________________ 
UNITED TECHNOLOGIES CORPORATION
____________________________________ 
DELAWARE
 
06-0570975
10 Farm Springs Road, Farmington, Connecticut 06032
(860) 728-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý.    No  ¨.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý.    No  ¨.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
¨
Smaller reporting company
¨
 
 
 
 
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨.    No  ý.
At March 31, 2019 there were 862,291,415 shares of Common Stock outstanding.


Table of Contents

UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONTENTS OF QUARTERLY REPORT ON FORM 10-Q
Quarter Ended March 31, 2019
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

United Technologies Corporation and its subsidiaries' names, abbreviations thereof, logos, and product and service designators are all either the registered or unregistered trademarks or tradenames of United Technologies Corporation and its subsidiaries. Names, abbreviations of names, logos, and products and service designators of other companies are either the registered or unregistered trademarks or tradenames of their respective owners. As used herein, the terms "we," "us," "our," "the Company," or "UTC," unless the context otherwise requires, mean United Technologies Corporation and its subsidiaries. References to internet web sites in this Form 10-Q are provided for convenience only. Information available through these web sites is not incorporated by reference into this Form 10-Q.

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PART I – FINANCIAL INFORMATION

Item 1.
Financial Statements

UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited) 
 
Quarter Ended March 31,
(dollars in millions, except per share amounts)
2019
 
2018
Net Sales:
 
 
 
Product sales
$
12,875

 
$
10,258

Service sales
5,490

 
4,984

 
18,365

 
15,242

Costs and Expenses:
 
 
 
Cost of products sold
10,286

 
8,016

Cost of services sold
3,421

 
3,264

Research and development
728

 
554

Selling, general and administrative
1,997

 
1,711

 
16,432

 
13,545

Other income, net
112

 
231

Operating profit
2,045

 
1,928

Non-service pension (benefit)
(208
)
 
(191
)
Interest expense, net
431

 
229

Income from operations before income taxes
1,822

 
1,890

Income tax expense
397

 
522

Net income from operations
1,425

 
1,368

Less: Noncontrolling interest in subsidiaries' earnings from operations
79

 
71

Net income attributable to common shareowners
$
1,346

 
$
1,297

Earnings Per Share of Common Stock - Basic:
 
 
 
Net income attributable to common shareowners
$
1.58

 
$
1.64

Earnings Per Share of Common Stock - Diluted:
 
 
 
Net income attributable to common shareowners
$
1.56

 
$
1.62


See accompanying Notes to Condensed Consolidated Financial Statements


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UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)

 
Quarter Ended March 31,
(dollars in millions)
2019
 
2018
Net income from operations
$
1,425

 
$
1,368

Other comprehensive income (loss), net of tax:
 
 
 
Foreign currency translation adjustments
521

 
539

Pension and postretirement benefit plans adjustments
33

 
73

ASU 2016-01 adoption impact (Note 12)

 
(5
)
Change in unrealized cash flow hedging
8

 
14

Other comprehensive income, net of tax
562

 
621

Comprehensive income
1,987

 
1,989

Less: Comprehensive income attributable to noncontrolling interest
(82
)
 
(104
)
Comprehensive income attributable to common shareowners
$
1,905

 
$
1,885

See accompanying Notes to Condensed Consolidated Financial Statements

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UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(dollars in millions)
March 31, 2019
 
December 31, 2018
Assets
 
 
 
Cash and cash equivalents
$
6,240

 
$
6,152

Accounts receivable, net
13,574

 
14,271

Contract assets, current
3,795

 
3,486

Inventory, net
10,474

 
10,083

Other assets, current
1,319

 
1,511

Total Current Assets
35,402

 
35,503

Customer financing assets
3,182

 
3,023

Future income tax benefits
1,703

 
1,646

Fixed assets
24,351

 
24,084

Less: Accumulated depreciation
(12,141
)
 
(11,787
)
Fixed assets, net
12,210

 
12,297

Operating lease right-of-use assets

2,533

 

Goodwill
48,392

 
48,112

Intangible assets, net
26,280

 
26,424

Other assets
7,678

 
7,206

Total Assets
$
137,380

 
$
134,211

Liabilities and Equity
 
 
 
Short-term borrowings
$
1,111

 
$
1,469

Accounts payable
10,364

 
11,080

Accrued liabilities
10,750

 
10,223

Contract liabilities, current
6,107

 
5,720

Long-term debt currently due
3,071

 
2,876

Total Current Liabilities
31,403

 
31,368

Long-term debt
41,004

 
41,192

Future pension and postretirement benefit obligations
3,846

 
4,018

Operating lease liabilities

2,020

 

Other long-term liabilities
17,052

 
16,914

Total Liabilities
95,325

 
93,492

Commitments and contingent liabilities (Note 15)

 

Redeemable noncontrolling interest
109

 
109

Shareowners' Equity:
 
 
 
Common Stock
22,564

 
22,514

Treasury Stock
(32,511
)
 
(32,482
)
Retained earnings
59,279

 
57,823

Unearned ESOP shares
(75
)
 
(76
)
Accumulated other comprehensive loss
(9,519
)
 
(9,333
)
Total Shareowners' Equity
39,738

 
38,446

Noncontrolling interest
2,208

 
2,164

Total Equity
41,946

 
40,610

Total Liabilities and Equity
$
137,380

 
$
134,211

See accompanying Notes to Condensed Consolidated Financial Statements

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UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
 
Quarter Ended March 31,
(dollars in millions)
2019
 
2018
Operating Activities:
 
 
 
Net income from operations
$
1,425

 
$
1,368

Adjustments to reconcile net income from operations to net cash flows provided by operating activities:
 
 
 
Depreciation and amortization
942

 
581

Deferred income tax provision
21

 
42

Stock compensation cost
64

 
55

Change in:
 
 
 
Accounts receivable
849

 
(1,140
)
Contract assets, current
(215
)
 
(417
)
Inventory
(697
)
 
(631
)
Other current assets
(165
)
 
(12
)
Accounts payable and accrued liabilities
(588
)
 
576

Contract liabilities, current
371

 
652

Global pension contributions
(32
)
 
(37
)
Canadian government settlement
(38
)
 
(221
)
Other operating activities, net
(437
)
 
(363
)
Net cash flows provided by operating activities
1,500

 
453

Investing Activities:
 
 
 
Capital expenditures
(363
)
 
(337
)
Investments in businesses (Note 1)
(19
)
 
(125
)
Dispositions of businesses (Note 1)
133

 
35

Increase in customer financing assets, net
(173
)
 
(241
)
Increase in collaboration intangible assets
(87
)
 
(78
)
Receipts (payments) from settlements of derivative contracts
92

 
(221
)
Other investing activities, net
23

 
(9
)
Net cash flows used in investing activities
(394
)
 
(976
)
Financing Activities:
 
 
 
Issuance of long-term debt
32

 
18

Repayment of long-term debt
(26
)
 
(993
)
(Decrease) increase in short-term borrowings, net
(349
)
 
666

Proceeds from Common Stock issued under employee stock plans
5

 
5

Dividends paid on Common Stock
(609
)
 
(535
)
Repurchase of Common Stock
(29
)
 
(25
)
Other financing activities, net
(101
)
 
(46
)
Net cash flows used in financing activities
(1,077
)
 
(910
)
Effect of foreign exchange rate changes on cash and cash equivalents
41

 
119

Net increase (decrease) in cash, cash equivalents and restricted cash
70

 
(1,314
)
Cash, cash equivalents and restricted cash, beginning of year
6,212

 
9,018

Cash, cash equivalents and restricted cash, end of period
6,282

 
7,704

Less: Restricted cash
42

 
37

Cash and cash equivalents, end of period
$
6,240

 
$
7,667

See accompanying Notes to Condensed Consolidated Financial Statements

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UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
 
 
Quarter Ended March 31,
(dollars in millions, except per share amounts; shares in thousands)
 
2019
 
2018
Equity beginning balance
 
$
40,610

 
$
31,421

Common Stock
 
 
 
 
Beginning balance
 
22,514

 
17,574

Common Stock issued under employee plans
 
57

 
68

Purchase of subsidiary shares from noncontrolling interest, net
 

 
(1
)
Redeemable noncontrolling interest fair value adjustment
 
(7
)
 

Ending balance
 
22,564

 
17,641

Treasury Stock
 
 
 
 
Beginning balance
 
(32,482
)
 
(35,596
)
Common Stock issued under employee plans
 
3

 
2

Common Stock repurchased
 
(32
)
 
(25
)
Ending balance
 
(32,511
)
 
(35,619
)
Retained Earnings
 
 
 
 
Beginning balance
 
57,823

 
55,242

Net Income
 
1,346

 
1,297

Dividends on Common Stock
 
(609
)
 
(535
)
Dividends on ESOP Common Stock
 
(18
)
 
(18
)
Redeemable noncontrolling interest fair value adjustment
 
4

 
(2
)
New Revenue Standard adoption impact
 

 
(480
)
ASU 2018-02 adoption impact (Note 12)
 
745

 

Other
 
(12
)
 
29

Ending balance
 
59,279

 
55,533

Unearned ESOP Shares
 
 
 
 
Beginning balance
 
(76
)
 
(85
)
Common Stock issued under employee plans
 
1

 
1

Ending balance
 
(75
)
 
(84
)
Accumulated Other Comprehensive (Loss) Income
 
 
 
 
Beginning balance
 
(9,333
)
 
(7,525
)
Other comprehensive income, net of tax
 
559

 
588

ASU 2018-02 adoption impact (Note 12)
 
(745
)
 

Ending balance
 
(9,519
)
 
(6,937
)
Noncontrolling Interest
 
 
 
 
Beginning balance
 
2,164

 
1,811

Net Income
 
79

 
71

Redeemable noncontrolling interest in subsidiaries' earnings
 
3

 
(2
)
Other comprehensive income, net of tax
 
3

 
33

Dividends attributable to noncontrolling interest
 
(44
)
 
(66
)
Purchase of subsidiary shares from noncontrolling interest, net
 

 
(1
)
Disposition of noncontrolling interest, net
 

 
(8
)
Capital contributions
 

 
120

Other
 
3

 

Ending balance
 
2,208

 
1,958

Equity at March 31
 
$
41,946

 
$
32,492

 
Supplemental share information
Shares of Common Stock issued under employee plans
 
1,028

 
1,075

Shares of Common Stock repurchased
 
256

 
188

Dividends per share of Common Stock
 
$
0.735

 
$
0.700

See accompanying Notes to Condensed Consolidated Financial Statements

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UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Condensed Consolidated Financial Statements at March 31, 2019 and for the quarters ended March 31, 2019 and 2018 are unaudited, but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results for the interim periods. The results reported in these Condensed Consolidated Financial Statements should not necessarily be taken as indicative of results that may be expected for the entire year. The financial information included herein should be read in conjunction with the financial statements and notes in our Annual Report to Shareowners (2018 Annual Report) incorporated by reference in our Annual Report on Form 10-K for calendar year 2018 (2018 Form 10-K).
Note 1: Acquisitions, Dispositions, Goodwill and Other Intangible Assets
Business Acquisitions. During the three months ended March 31, 2019, our investment in business acquisitions was $19 million, which consisted of small acquisitions at Otis.
On November 26, 2018, we completed the acquisition of Rockwell Collins (the "Merger"), a leader in aviation and high-integrity solutions for commercial and military customers as well as leading-edge avionics, flight controls, aircraft interior and data connectivity solutions. Under the terms of the merger agreement, each share of common stock, par value $0.01 per share, of Rockwell Collins issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Rockwell Collins, the Company, Riveter Merger Sub Corp or any of their respective wholly owned subsidiaries) was converted into the right to receive (1) $93.33 in cash, without interest, and (2) 0.37525 shares of Company common stock (together, the “Merger Consideration”), less any applicable withholding taxes, with cash paid in lieu of fractional shares. The total aggregate consideration payable in the Merger was $15.5 billion in cash ($14.9 billion net of cash acquired) and 62.2 million shares of Company common stock. In addition, $7.8 billion of Rockwell Collins debt was outstanding at the time of the Merger. This equated to a total enterprise value of $30.6 billion, including the $7.8 billion of Rockwell Collins' outstanding debt.     
(dollars in millions)
 
Amount
Cash consideration paid for Rockwell Collins outstanding common stock & equity awards
 
$
15,533

Fair value of UTC common stock issued for Rockwell Collins outstanding common stock & equity awards
 
7,960

Total consideration transferred
 
$
23,493

The cash consideration utilized for the Rockwell Collins acquisition was partially financed through the previously disclosed issuance of $11 billion aggregate principal notes on August 16, 2018 for net proceeds of $10.9 billion. For the remainder of the cash consideration, we utilized repatriated cash and cash equivalents and cash flow generated from operating activities.
Preliminary Allocation of Consideration Transferred to Net Assets Acquired:
The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the Rockwell Collins acquisition. The final determination of the fair value of certain assets and liabilities will be completed up to a one year measurement period from the date of acquisition as required by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, “Business Combinations.” As of March 31, 2019, the valuation studies necessary to determine the fair market value of the assets acquired and liabilities assumed are preliminary, including the validation of the underlying cash flows used to determine the fair value of the identified intangible assets. The size and breadth of the Rockwell Collins acquisition necessitates use of the one year measurement period to adequately analyze all the factors used in establishing the asset and liability fair values as of the acquisition date, including, but not limited to, intangible assets, inventory, real property, leases, deferred tax liabilities related to the unremitted earnings of foreign subsidiaries, certain reserves and the related tax impacts of any adjustments. Any potential adjustments could be material in relation to the preliminary values presented below:

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(dollars in millions)
 
Cash and cash equivalents
$
640

Accounts receivable, net
1,663

Inventory, net
1,520

Contract assets, current
301

Other assets, current
264

Future income tax benefits
38

Fixed assets, net
1,691

Intangible assets:
 
Customer relationships
8,320

Tradenames/trademarks
1,870

        Developed technology
600

Other assets
210

Total identifiable assets acquired
17,117

 
 
Short-term borrowings
2,254

Accounts payable
378

Accrued liabilities
1,689

Contract liabilities, current
301

Long-term debt
5,530

Future pension and postretirement benefit obligation
502

Other long-term liabilities
3,517

Noncontrolling interest
6

Total liabilities acquired
14,177

Total identifiable net assets
2,940

Goodwill
20,553

Total consideration transferred
$
23,493

In order to allocate the consideration transferred for Rockwell Collins, the fair values of all identifiable assets and liabilities were established. For accounting and financial reporting purposes, fair value is defined under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results. Fair value adjustments to Rockwell Collins' identified assets and liabilities resulted in an increase in inventory and fixed assets of $282 million and $269 million, respectively. In determining the fair value of identifiable assets acquired and liabilities assumed, a review was conducted for any significant contingent assets or liabilities existing as of the acquisition date. The preliminary assessment did not note any significant contingencies related to existing legal or government action.

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The fair values of the customer relationship and related program intangible assets, which include the related aerospace program original equipment (OEM) and aftermarket cash flows, were determined by using an “income approach." Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, remaining developmental effort, operational performance, including company specific synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows are probability-adjusted to reflect the uncertainties associated with the underlying assumptions as well as the risk profile of the net cash flows utilized in the valuation. The probability-adjusted future cash flows are then discounted to present value using an appropriate discount rate. The customer relationship and related program intangible assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of the underlying programs of 10 to 20 years. The developed technology intangible asset is being amortized over the economic pattern of benefit. The fair value of the tradename intangible assets were determined utilizing the relief from royalty method which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the tradename and discounted to present value using an appropriate discount rate.  The tradename intangible assets have been determined to have an indefinite life. The Intangible assets included above consist of the following:
(dollars in millions)
Estimated
Fair Value
 
Estimated
Life
Acquired customer relationships
$
8,320

 
10-20 years
Acquired tradenames/trademarks
1,870

 
indefinite
Acquired developed technology
600

 
15 years
 
$
10,790

 
 
We also identified customer contractual obligations on certain contracts with economic returns that are lower than could be realized in market transactions as of the acquisition date. We measured these liabilities under the measurement provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” which is based on the price to transfer the obligation to a market participant at the measurement date, assuming that the liability will remain outstanding in the marketplace. Based on the estimated net cash outflows of the programs plus a reasonable contracting profit margin required to transfer the contracts to market participants, we recorded assumed liabilities of approximately $1,020 million. These liabilities will be liquidated in accordance with the underlying pattern of obligations, as reflected by the expenses incurred on the contracts. Total consumption of the contractual obligation for the next five years is expected to be as follows: $145 million in 2019, $133 million in 2020, $131 million in 2021, $125 million in 2022, and $118 million in 2023.
Acquisition-Related Costs:
Acquisition-related costs have been expensed as incurred. In the quarters ended March 31, 2019 and 2018, approximately $9 million and $30 million, respectively, of transaction and integration costs have been incurred. These costs were recorded in Selling, general and administrative expenses within the Condensed Consolidated Statement of Operations.
Supplemental Pro-Forma Data:
Rockwell Collins' results of operations have been included in UTC’s financial statements for the period subsequent to the completion of the acquisition on November 26, 2018. Rockwell Collins contributed sales of approximately $2.3 billion and operating profit of approximately $264 million for the quarter ended March 31, 2019. The following unaudited supplemental pro-forma data presents consolidated information as if the acquisition had been completed on January 1, 2017. The pro-forma results were calculated by combining the results of UTC with the stand-alone results of Rockwell Collins for the pre-acquisition periods, which were adjusted to account for certain costs that would have been incurred during this pre-acquisition period:

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Quarter Ended March 31,
(dollars in millions, except per share amounts)
2019
 
2018
Net sales
$
18,360

 
$
17,320

Net income attributable to common shareowners
$
1,484

 
$
1,475

Basic earnings per share of common stock
$
1.74

 
$
1.73

Diluted earnings per share of common stock
$
1.72

 
$
1.71

The unaudited supplemental pro-forma data above includes the following significant adjustments made to account for certain costs which would have been incurred if the acquisition had been completed on January 1, 2017, as adjusted for the applicable tax impact.
 
Quarter Ended March 31,
(dollars in millions)
2019
 
2018
Amortization of inventory and fixed asset fair value adjustment 1
$
141

 
$
(5
)
Amortization of acquired Rockwell Collins intangible assets, net 2

 
(53
)
Utilization of contractual customer obligation 3

 
2

UTC/Rockwell Collins fees for advisory, legal, accounting services 4
2

 
26

Interest expense incurred on acquisition financing, net 5

 
(76
)
Elimination of capitalized pre-production engineering amortization 6

 
14

Adjustment to net periodic pension cost 7

 
11

Adjustment to reflect the adoption of ASC 606 8

 
29

Elimination of entities held for sale 9
(5
)
 
(7
)
 
$
138

 
$
(59
)
1
Reflects the elimination of the inventory step-up amortization recorded by UTC in 2019 as this would have been completed within the first two quarters of 2017. Additionally, this adjustment reflects the amortization of the fixed asset fair value adjustment as of the acquisition date.
2
Reflects the additional amortization of the acquired Rockwell Collins' intangible assets recognized at fair value in purchase accounting and eliminates the historical Rockwell Collins intangible asset amortization expense.
3
Reflects the additional amortization of liabilities recognized for acquired contracts with terms less favorable than could be realized in market transactions as of the acquisition date and eliminates Rockwell Collins historical amortization of these liabilities.
4
Reflects the elimination of transaction-related fees incurred by UTC and Rockwell Collins in connection with the acquisition and assumes all of the fees were incurred during the first quarter of 2017.
5
Reflects the additional interest expense incurred on debt to finance our acquisition of Rockwell Collins and reduces interest expense for the debt fair value adjustment which would have been amortized.
6
Reflects the elimination of Rockwell Collins capitalized pre-production engineering amortization to conform to UTC policy.
7
Reflects adjustments for the elimination of amortization of prior service cost and actuarial loss amortization, which was recorded by Rockwell Collins, as a result of fair value purchase accounting, net of the impact of the revised pension and post-retirement benefit (expense) as determined under UTC’s plan assumptions.
8
Reflects adjustments to Rockwell Collins revenue recognition as if they adopted the New Revenue Standard as of January 1, 2018 and primarily relates to capitalization of contract costs and changes in timing of sales recognition for contracts requiring an over time method of revenue recognition, partially offset by deferral of revenue recognized on OEM product engineering and development.
9
Reflects the elimination of entities required to be sold for regulatory approvals.
The unaudited supplemental pro-forma financial information does not reflect the potential realization of cost savings relating to the integration of the two companies. Further, the pro-forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on January 1, 2017, nor are they indicative of future results.

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Dispositions. Cash inflows related to dispositions during the three months ended March 31, 2019 were $133 million and primarily consisted of the dispositions of businesses held for sale associated with the Rockwell Collins acquisition. In accordance with conditions imposed for regulatory approval of the acquisition, Rockwell Collins was required to dispose of certain businesses. These businesses were held separate from UTC’s and Rockwell Collins' ongoing businesses pursuant to regulatory requirements. Definitive agreements to sell each of the businesses were entered into prior to the completion of UTC's acquisition of Rockwell Collins. The related assets and liabilities of these businesses had been accounted for as held for sale at fair value less cost to sell. As of December 31, 2018, assets held for sale of $175 million were included within Other assets, current and liabilities held for sale of $40 million were included within Accrued liabilities on the Consolidated Balance Sheet. The major classes of assets and liabilities primarily include net Inventory of $51 million and net Fixed assets of $37 million. In the first quarter of 2019, Rockwell Collins completed the sale of all businesses which were held for sale as of December 31, 2018.
On November 26, 2018, the Company announced its intention to separate into three independent companies. Following the separations, the Company will operate as an aerospace company comprised of Collins Aerospace Systems and the Pratt & Whitney businesses, and Otis and Carrier will become independent companies. The proposed separations are expected to be effected through spin-offs of Otis and Carrier that are intended to be tax-free for the Company’s shareowners for U.S. federal income tax purposes, and are expected to be completed in the first half of 2020. Separation of Otis and Carrier from UTC via spin-off transactions will be subject to the satisfaction of customary conditions, including, among others, final approval by the Company’s Board of Directors, receipt of tax rulings in certain jurisdictions and/or a tax opinion from external counsel (as applicable), the filing with the Securities and Exchange Commission (SEC) and effectiveness of Form 10 registration statements, and satisfactory completion of financing.
Goodwill. Changes in our goodwill balances for the quarter ended March 31, 2019 were as follows:
(dollars in millions)
Balance as of
January 1, 2019
 
Goodwill 
Resulting from Business Combinations
 
Foreign Currency Translation and Other
 
Balance as of
March 31, 2019
Otis
$
1,688

 
$
7

 
$
(11
)
 
$
1,684

Carrier
9,835

 
1

 
69

 
9,905

Pratt & Whitney
1,567

 

 
(4
)
 
1,563

Collins Aerospace Systems
35,001

 
85

 
132

 
35,218

Total Segments
48,091

 
93

 
186

 
48,370

Eliminations and other
21

 

 
1

 
22

Total
$
48,112

 
$
93

 
$
187

 
$
48,392

Goodwill increased $85 million at Collins Aerospace Systems resulting from insignificant purchase accounting adjustments made during the quarter ended March 31, 2019.
Intangible Assets. Identifiable intangible assets are comprised of the following:
 
March 31, 2019
 
December 31, 2018
(dollars in millions)
Gross Amount
 
Accumulated
Amortization
 
Gross Amount
 
Accumulated
Amortization
Amortized:
 
 
 
 
 
 
 
Service portfolios
$
2,168

 
$
(1,627
)
 
$
2,164

 
$
(1,608
)
Patents and trademarks
362

 
(242
)
 
361

 
(236
)
Collaboration intangible assets
4,599

 
(723
)
 
4,509

 
(649
)
Customer relationships and other
22,651

 
(4,841
)
 
22,525

 
(4,560
)
 
29,780

 
(7,433
)
 
29,559

 
(7,053
)
Unamortized:
 
 
 
 
 
 
 
Trademarks and other
3,933

 

 
3,918

 

Total
$
33,713

 
$
(7,433
)
 
$
33,477

 
$
(7,053
)

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In addition to customer relationship intangible assets obtained through business combinations, 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 established. 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. The collaboration intangible assets are amortized based upon the pattern of economic benefits as represented by the underlying cash flows.
Amortization of intangible assets was $374 million and $223 million for the quarters ended March 31, 2019 and 2018, respectively. The following is the expected amortization of intangible assets for the years 2019 through 2024, which reflects the pattern of expected economic benefit on certain aerospace intangible assets. 
(dollars in millions)
 
Remaining 2019
 
2020
 
2021
 
2022
 
2023
 
2024
Amortization expense
 
$
1,092

 
$
1,427

 
$
1,438

 
$
1,434

 
$
1,435

 
$
1,422

Note 2: Revenue Recognition
We account for revenue in accordance with ASC Topic 606: Revenue from Contracts with Customers.
Performance Obligations. A performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer. Some of our contracts with customers contain a single performance obligation, while others contain multiple performance obligations most commonly when a contract spans multiple phases of the product life-cycle such as development, production, maintenance and support. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. When there are multiple performance obligations within a contract, we allocate the transaction price to each performance obligation based on its standalone selling price.
We consider the contractual consideration payable by the customer and assess variable consideration that may affect the total transaction price, including contractual discounts, contract incentive payments, estimates of award fees, unfunded contract value under U.S. Government contracts, and other sources of variable consideration, when determining the transaction price of each contract. We include variable consideration in the estimated transaction price when there is a basis to reasonably estimate the amount. These estimates are based on historical experience, anticipated performance and our best judgment at the time. We also consider whether our contracts provide customers with significant financing. Generally, our contracts do not contain significant financing.
Timing of the satisfaction of performance obligations varies across our businesses due to our diverse product and service mix, customer base, and contractual terms.
Remaining Performance Obligations (RPO). RPO represents the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. As of March 31, 2019 our total RPO was approximately $117.5 billion. Of this total, we expect approximately 46% will be recognized as sales over the following 24 months. On December 31, 2018, we had approximately $115.5 billion of remaining performance obligations, at which time we expected to recognize approximately 46% of these remaining performance obligations as sales in the next 24 months.
Capitalized Contract Costs. We incur costs for engineering and development of aerospace products directly related to existing or anticipated contracts with customers. Such costs generate or enhance our ability to satisfy our performance obligations under these contracts. We capitalize these costs as contract fulfillment costs to the extent the costs are recoverable from the associated contract margin and subsequently amortize the costs as the OEM products performance obligations are satisfied. In instances where intellectual property does not transfer to the customer, we defer the customer funding of OEM product engineering and development and recognize revenue when the performance obligations related to the OEM products are satisfied. Capitalized net contract fulfillment costs were $1,072 million and $914 million as of March 31, 2019 and December 31, 2018, respectively and are recognized in Other assets in our Condensed Consolidated Balance Sheet.

13

Table of Contents

Contract Assets and Liabilities. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. We receive payments from customers based on the terms established in our contracts. Total contract assets and contract liabilities as of March 31, 2019 and December 31, 2018 are as follows:
(dollars in millions)
March 31, 2019
 
December 31, 2018
Contract assets, current
$
3,795

 
$
3,486

Contract assets, noncurrent (included within Other assets)
1,209

 
1,142

Total contract assets
5,004

 
4,628

Contract liabilities, current
(6,107
)
 
(5,720
)
Contract liabilities, noncurrent (included within Other long-term liabilities)
(5,166
)
 
(5,069
)
Total contract liabilities
(11,273
)
 
(10,789
)
Net contract liabilities
$
(6,269
)
 
$
(6,161
)
Contract assets increased $376 million during the quarter ended March 31, 2019 primarily due to revenue recognition in excess of customer billings, primarily on Pratt & Whitney commercial aftermarket and military engines contracts and various programs at Collins Aerospace Systems. Contract liabilities increased $484 million during the quarter ended March 31, 2019 primarily due to customer billings in excess of revenue on Otis maintenance contracts and on certain Pratt & Whitney commercial aftermarket contracts. We recognized revenue of $2.0 billion during the quarter ended March 31, 2019 related to contract liabilities as of December 31, 2018.
Note 3: Earnings Per Share
 
Quarter Ended March 31,
(dollars in millions, except per share amounts; shares in millions)
2019
 
2018
Net income attributable to common shareowners
$
1,346

 
$
1,297

Basic weighted average number of shares outstanding
853.2

 
789.9

Stock awards and equity units (share equivalent)
7.5

 
10.5

Diluted weighted average number of shares outstanding
860.7

 
800.4

Earnings Per Share of Common Stock:
 
 
 
Basic
$
1.58

 
$
1.64

Diluted
$
1.56

 
$
1.62

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 common stock is lower than the exercise price of the related stock awards during the period because the effect would be anti-dilutive. In addition, the computation of diluted earnings per share excludes the effect of the potential exercise of stock awards when the awards’ assumed proceeds exceed the average market price of the common shares during the period. For the quarters ended March 31, 2019 and 2018, the number of stock awards excluded from the computation was approximately 12.2 million and 4.3 million, respectively.
Note 4: Inventory, net
(dollars in millions)
March 31, 2019
 
December 31, 2018
Raw materials
$
2,944

 
$
3,052

Work-in-process
2,819

 
2,673

Finished goods
4,711

 
4,358

 
$
10,474

 
$
10,083

Raw materials, work-in-process and finished goods are net of valuation reserves of $1,325 million and $1,270 million as of March 31, 2019 and December 31, 2018, respectively.

14

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Note 5: Borrowings and Lines of Credit
(dollars in millions)
March 31, 2019
 
December 31, 2018
Commercial paper
$
849

 
$
1,257

Other borrowings
262

 
212

Total short-term borrowings
$
1,111

 
$
1,469

At March 31, 2019, we had credit agreements with various banks permitting aggregate borrowings of up to $10.35 billion, including: a $2.20 billion revolving credit agreement and a $2.15 billion multicurrency revolving credit agreement, both of which expire in August 2021; and a $2.0 billion revolving credit agreement and a $4.0 billion term credit agreement, both of which we entered into on March 15, 2019 and which will expire on March 15, 2021 or, if earlier, the date that is 180 days after the date on which each of the separations of Otis and Carrier have been consummated. On March 15, 2019, we terminated the $1.5 billion revolving credit agreement that we entered into on November 26, 2018. As of March 31, 2019, there were no borrowings under any of these agreements.
 As of March 31, 2019, the undrawn portions of the $2.20 billion revolving credit agreement and $2.15 billion multicurrency revolving credit agreement were available to serve as backup facilities for the issuance of commercial paper. As of March 31, 2019, our maximum commercial paper borrowing limit was $4.35 billion. In April 2019, we increased our commercial paper borrowing limit to $6.35 billion with the undrawn portion of the $2.0 billion revolving credit agreement serving as additional backup for the issuance of commercial paper.
Commercial paper borrowings at March 31, 2019 include approximately €750 million ($849 million) of euro-denominated commercial paper. We use our commercial paper borrowings for general corporate purposes, including the funding of potential acquisitions, 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.
Long-term debt consisted of the following:
(dollars in millions)
March 31, 2019
 
December 31, 2018
LIBOR plus 0.350% floating rate notes due 2019 3
$
350

 
$
350

1.500% notes due 2019 1
650

 
650

1.950% notes due 2019 4
300

 
300

EURIBOR plus 0.15% floating rate notes due 2019 (€750 million principal value) 2
849

 
858

5.250% notes due 2019 4
300

 
300

8.875% notes due 2019
271

 
271

4.875% notes due 2020 1
171

 
171

4.500% notes due 2020 1
1,250

 
1,250

1.900% notes due 2020 1
1,000

 
1,000

EURIBOR plus 0.20% floating rate notes due 2020 (€750 million principal value) 2
849

 
858

8.750% notes due 2021
250

 
250

3.100% notes due 2021 4
250

 
250

3.350% notes due 2021 1
1,000

 
1,000

LIBOR plus 0.650% floating rate notes due 2021 1,3
750

 
750

1.950% notes due 2021 1
750

 
750

1.125% notes due 2021 (€950 million principal value) 1
1,075

 
1,088

2.300% notes due 2022 1
500

 
500

2.800% notes due 2022 4
1,100

 
1,100

3.100% notes due 2022 1
2,300

 
2,300

1.250% notes due 2023 (€750 million principal value) 1
849

 
858

3.650% notes due 2023 1
2,250

 
2,250

3.700% notes due 2023 4
400

 
400

2.800% notes due 2024 1
800

 
800

3.200% notes due 2024 4
950

 
950


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Table of Contents

1.150% notes due 2024 (€750 million principal value) 1
849

 
858

3.950% notes due 2025 1
1,500

 
1,500

1.875% notes due 2026 (€500 million principal value) 1
566

 
573

2.650% notes due 2026 1
1,150

 
1,150

3.125% notes due 2027 1
1,100

 
1,100

3.500% notes due 2027 4
1,300

 
1,300

7.100% notes due 2027
141

 
141

6.700% notes due 2028
400

 
400

4.125% notes due 2028 1
3,000

 
3,000

7.500% notes due 2029 1
550

 
550

2.150% notes due 2030 (€500 million principal value) 1
566

 
573

5.400% notes due 2035 1
600

 
600

6.050% notes due 2036 1
600

 
600

6.800% notes due 2036 1
134

 
134

7.000% notes due 2038
159

 
159

6.125% notes due 2038 1
1,000

 
1,000

4.450% notes due 2038 1
750

 
750

5.700% notes due 2040 1
1,000

 
1,000

4.500% notes due 2042 1
3,500

 
3,500

4.800% notes due 2043 4
400

 
400

4.150% notes due 2045 1
850

 
850

3.750% notes due 2046 1
1,100

 
1,100

4.050% notes due 2047 1
600

 
600

4.350% notes due 2047 4
1,000

 
1,000

4.625% notes due 2048 1
1,750

 
1,750

Project financing obligations 5
338

 
287

Other (including finance leases)
302

 
287

Total principal long-term debt
44,419

 
44,416

Other (fair market value adjustments, discounts and debt issuance costs)
(344
)
 
(348
)
Total long-term debt
44,075

 
44,068

Less: current portion
3,071

 
2,876

Long-term debt, net of current portion
$
41,004

 
$
41,192

1
We may redeem these notes at our option pursuant to their terms.
2
The three-month EURIBOR rate as of March 31, 2019 was approximately -0.311%. 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 March 31, 2019 was approximately 2.599%.
4
Rockwell Collins debt which remained outstanding following the Merger.
5
Project financing obligations are associated with the sale of rights to unbilled revenues related to the ongoing activity of an entity owned by Carrier.
We had no debt issuances during the quarter ended March 31, 2019 and had the following issuances of debt in 2018:

16

Table of Contents

(dollars and Euro in millions)

 



Issuance Date
Description of Notes
Aggregate Principal Balance
August 16, 2018:
3.350% notes due 20211
$
1,000

 
3.650% notes due 20231
2,250

 
3.950% notes due 20251
1,500

 
4.125% notes due 20281
3,000

 
4.450% notes due 20381
750

 
4.625% notes due 20482
1,750

 
LIBOR plus 0.65% floating rate notes due 20211
750

 
 
 
May 18, 2018:
1.150% notes due 20243
750

 
2.150% notes due 20303
500

 
EURIBOR plus 0.20% floating rate notes due 20203
750

1
The net proceeds received from these debt issuances were used to partially finance the cash consideration portion of the purchase price for Rockwell Collins and fees, expenses and other amounts related to the acquisition of Rockwell Collins.
2
The net proceeds from these debt issuances were used to fund the repayment of commercial paper and for other general corporate purposes.
3
The net proceeds received from these debt issuances were used for general corporate purposes.
We had no debt payments during the quarter ended March 31, 2019 and had the following repayments of debt in 2018:
(dollars and Euro in millions)

 
 
Repayment Date
Description of Notes
Aggregate Principal Balance
December 14, 2018
Variable-rate term loan due 2020 (1 month LIBOR plus 1.25%)1
$
482

May 4, 2018
1.778% junior subordinated notes
$
1,100

February 22, 2018
EURIBOR plus 0.80% floating rate notes
750

February 1, 2018
6.80% notes
$
99

1
This term loan was assumed in connection with the Rockwell Collins acquisition and subsequently repaid.
The average maturity of our long-term debt at March 31, 2019 is approximately 11 years. The average interest expense rate on our total borrowings for the quarters ended March 31, 2019 and 2018 were as follows:
 
Quarter Ended March 31,
 
2019
 
2018
Average interest expense rate
3.6
%
 
3.4
%

We have an existing universal shelf registration statement filed with the SEC, which expires on April 29, 2019.  Our ability to use or renew our shelf registration statement may be limited as a result of the separation transactions; accordingly and as noted above, we entered into a new $2.0 billion revolving credit agreement and a $4.0 billion term credit agreement on March 15, 2019 to be used for general corporate purposes, including the repayment, repurchase or redemption of existing debt, and to serve as backup facilities to support additional issuances of commercial paper. We expect to renew our shelf registration statement following the separation transactions.

Note 6: Income Taxes
The decrease in the effective tax rate for the quarter ended March 31, 2019 is primarily the result of Tax Cuts and Jobs Act of 2017 (TCJA) interpretive guidance and the absence of a TCJA tax charge recorded in the first quarter of 2018. In addition, the Company recognized a non-cash gain of approximately $40 million, primarily tax, as a result of the closure of a 2014 IRS audit of a subsidiary acquired as part of the Rockwell Collins acquisition. This gain was partially offset by the unfavorable pre-tax impact of a reversal of a related indemnity asset during the quarter of approximately $23 million.
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 business we are subject to examination

17

Table of Contents

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, Switzerland, 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 2008.
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. It is reasonably possible that a net reduction within the range of $390 million to $750 million of unrecognized tax benefits may occur within the next 12 months as a result of additional worldwide uncertain tax positions, the closure of tax statutes, or the revaluation of current uncertain tax positions arising from the issuance of legislation, regulatory or other guidance or developments in examinations, in appeals, or in the courts. See Note 15, 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.
UTC tax years 2014, 2015 and 2016 are currently under review by the Examination Division of the Internal Revenue Service (IRS), which is expected to conclude its review before the end of 2019. During the quarter ended March 31, 2019, the Company recognized a non-cash gain of approximately $40 million, primarily tax, as a result of the closure of an IRS audit of the 2014 tax year of a subsidiary acquired as part of UTC’s acquisition of Rockwell Collins. This gain was partially offset by the unfavorable pre-tax impact of a reversal of a related indemnity asset during the quarter of approximately $23 million. Another subsidiary of the Company is engaged in litigation in Italy which is currently pending before the Italian Supreme Court following favorable lower court decisions. The Italian Tax Authority announced an amnesty program which the Company is currently evaluating. Participation in the amnesty program would be expected to result in the recognition of a non-cash gain, primarily tax, in the range of $90 million to $110 million as early as the second quarter of 2019.
The Company will continue to review and incorporate, as necessary, Tax Cuts and Jobs Act of 2017 (TCJA) changes related to forthcoming U.S. Treasury Regulations, other updates, and the finalization of the deemed inclusions to be reported on the Company’s 2018 U.S. federal income tax return.

Note 7: Employee Benefit Plans
Pension and Postretirement Plans. We sponsor both funded and unfunded domestic and foreign defined pension and other postretirement benefit plans, and defined contribution plans. Contributions to our plans were as follows:
 
Quarter Ended March 31,
(dollars in millions)
2019
 
2018
Defined benefit plans
$
32

 
$
37

Defined contribution plans
153

 
94

There were no contributions to our domestic defined benefit pension plans in the quarters ended March 31, 2019 and 2018. Included in the current year contributions to employer sponsored defined contribution plans is $35 million of contributions to the Rockwell Collins defined contribution plans. The following table illustrates the components of net periodic benefit cost for our defined pension and other postretirement benefit plans:

18

Table of Contents

 
Pension Benefits
Quarter Ended March 31,
 
Other Postretirement Benefits
Quarter Ended March 31,
(dollars in millions)
2019
 
2018
 
2019
 
2018
Service cost
$
87

 
$
93

 
$
1

 
$
1

Interest cost
340

 
279

 
8

 
6

Expected return on plan assets
(607
)
 
(563
)
 
(1
)
 

Amortization of prior service cost (credit)
5

 
(10
)
 
(11
)
 
(1
)
Recognized actuarial net loss (gain)
53

 
101

 
(3
)
 
(2
)
Net settlement and curtailment loss (gain)
8

 
(1
)
 

 

Total net periodic benefit (income) cost
$
(114
)
 
$
(101
)
 
$
(6
)
 
$
4

 
 
 
 
 
 
 
 

Note 8: Restructuring Costs
During the quarter ended March 31, 2019, we recorded net pre-tax restructuring costs totaling $112 million for new and ongoing restructuring actions. We recorded charges in the segments as follows:
(dollars in millions)
 
Otis
$
25

Carrier
33

Pratt & Whitney
14

Collins Aerospace Systems
39

Eliminations and other
1

Total
$
112

Restructuring charges incurred during the quarter ended March 31, 2019 primarily relate to actions initiated during 2019 and 2018, and were recorded as follows:
(dollars in millions)
 
Cost of sales
$
56

Selling, general and administrative
56

Total
$
112

2019 Actions. During the quarter ended March 31, 2019, we recorded net pre-tax restructuring costs of $73 million, comprised of $28 million in cost of sales and $45 million in selling, general and administrative expenses. The 2019 actions relate to ongoing cost reduction efforts, including workforce reductions and the consolidation of field and manufacturing operations.
We are targeting to complete the majority of the remaining workforce and facility related cost reduction actions during 2019 and 2020. No specific plans for other significant actions have been finalized at this time. The following table summarizes the accrual balance and utilization for the 2019 restructuring actions for the quarter ended March 31, 2019:
(dollars in millions)
Severance
 
Facility Exit, Lease Termination and Other Costs
 
Total
Net pre-tax restructuring costs
$
68

 
$
5

 
$
73

Utilization, foreign exchange and other costs
(15
)
 
10

 
(5
)
Balance at March 31, 2019
$
53

 
$
15

 
$
68


19

Table of Contents

The following table summarizes expected, incurred and remaining costs for the 2019 restructuring actions by segment:
(dollars in millions)
Expected
Costs
 
Costs Incurred Quarter Ended
March 31, 2019
 
Remaining Costs at
March 31, 2019
Otis
$
27

 
$
(19
)
 
$
8

Carrier
40

 
(25
)
 
15

Pratt & Whitney
14

 
(14
)
 

Collins Aerospace Systems
22

 
(14
)
 
8

Eliminations and other
1

 
(1
)
 

Total
$
104

 
$
(73
)
 
$
31

2018 Actions. During the quarter ended March 31, 2019, we recorded net pre-tax restructuring costs totaling $23 million for restructuring actions initiated in 2018, including $16 million in cost of sales and $7 million in selling, general and administrative expenses. The 2018 actions relate to ongoing cost reduction efforts, including workforce reductions, consolidation of field and manufacturing operations, and costs to exit legacy programs. The following table summarizes the accrual balances and utilization for the 2018 restructuring actions for the quarter ended March 31, 2019:
(dollars in millions)
Severance
 
Facility Exit,
Lease
Termination and
Other Costs
 
Total
Restructuring accruals at December 31, 2018
$
115

 
$
23

 
$
138

Net pre-tax restructuring costs
21

 
2

 
23

Utilization, foreign exchange and other costs
(74
)
 
(16
)
 
(90
)
Balance at March 31, 2019
$
62

 
$
9

 
$
71

The following table summarizes expected, incurred and remaining costs for the 2018 restructuring actions by segment:
(dollars in millions)
Expected
Costs
 
Costs Incurred in 2018
 
Costs Incurred Quarter Ended
March 31, 2019
 
Remaining Costs at
March 31, 2019
Otis
$
58

 
$
(48
)
 
$
(5
)
 
$
5

Carrier
107

 
(64
)
 
(7
)
 
36

Pratt & Whitney
3

 
(3
)
 

 

Collins Aerospace Systems
113

 
(87
)
 
(11
)
 
15

Eliminations and other
5

 
(5
)
 

 

Total
$
286

 
$
(207
)
 
$
(23
)
 
$
56

2017 and Prior Actions. During the quarter ended March 31, 2019, we recorded net pre-tax restructuring costs totaling $16 million for restructuring actions initiated in 2017 and prior. As of March 31, 2019, we have approximately $103 million of accrual balances remaining related to 2017 and prior actions.

Note 9: Financial Instruments
We enter into derivative instruments primarily for risk management purposes, 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 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 commodity price exposures.
The four quarter rolling average of the notional amount of foreign exchange contracts hedging foreign currency transactions was $18.1 billion and $20.1 billion at March 31, 2019 and December 31, 2018, respectively.

20

Table of Contents

The following table summarizes the fair value and presentation in the Condensed Consolidated Balance Sheets for derivative instruments as of March 31, 2019 and December 31, 2018:
(dollars in millions)
Balance Sheet Location
March 31, 2019
 
December 31, 2018
Derivatives designated as hedging instruments:
 
 
 
 
Foreign exchange contracts
Asset Derivatives:
 
 
 
 
Other assets, current
$
6

 
$
10

 
Other assets
10

 
12

 
Total asset derivatives
$
16

 
$
22

 
Liability Derivatives:
 
 
 
 
Accrued liabilities
(54
)
 
(83
)
 
Other long-term liabilities
(63
)
 
(111
)
 
Total liability derivatives
$
(117
)
 
$
(194
)
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign exchange contracts
Asset Derivatives:
 
 
 
 
Other assets, current
42

 
44

 
Other assets
12

 
19

 
Total asset derivatives
$
54

 
$
63

 
Liability Derivatives:
 
 
 
 
Accrued liabilities
(47
)
 
(89
)
 
Other long-term liabilities
(37
)
 
(3
)
 
Total liability derivatives
$
(84
)
 
$
(92
)
The effect of cash flow hedging relationships on accumulated other comprehensive income for the quarters ended March 31, 2019 and 2018 are presented in the table below. The amounts of gain or (loss) are attributable to foreign exchange contract activity and are recorded as a component of Product sales when reclassified from accumulated other comprehensive income.
 
Quarter Ended March 31,
(dollars in millions)
2019
 
2018
Gain recorded in Accumulated other comprehensive loss
$
7

 
$
45

Loss (gain) reclassified from Accumulated other comprehensive loss into Product sales
4

 
(27
)
The table above reflects the effect of cash flow hedging relationships on the Condensed Consolidated Statements of Operations for the quarters ended March 31, 2019 and 2018. The Company utilizes the critical terms match method in assessing derivatives for hedge effectiveness. Accordingly, the hedged items and derivatives designated as hedging instruments are highly effective.
We have approximately €4.95 billion of euro-denominated long-term debt and €750 million of euro-denominated commercial paper borrowings outstanding, which qualify as a net investment hedge against our investments in European businesses. As of March 31, 2019, the net investment hedge is deemed to be effective.
Assuming current market conditions continue, a $49 million pre-tax loss is expected to be reclassified from Accumulated other comprehensive loss into Product sales to reflect the fixed prices obtained from foreign exchange hedging within the next 12 months. At March 31, 2019, all derivative contracts accounted for as cash flow hedges will mature by April 2023.
The effect of derivatives not designated as hedging instruments within Other income, net, on the Condensed Consolidated Statement of Operations was as follows:
 
Quarter Ended March 31,
(dollars in millions)
2019
 
2018
Foreign exchange contracts
$
18

 
$
51


Note 10: Fair Value Measurements
In accordance with the provisions of ASC 820, the following tables provide the valuation hierarchy classification of assets and liabilities that are carried at fair value and measured on a recurring and nonrecurring basis in our Condensed Consolidated Balance Sheet as of March 31, 2019 and December 31, 2018: 
 
March 31, 2019
(dollars in millions)
Total
 
Level 1
 
Level 2
 
Level 3
Recurring fair value measurements:
 
 
 
 
 
 
 
Available-for-sale securities
$
55

 
$
55

 
$

 
$

Derivative assets
70

 

 
70

 

Derivative liabilities
(201
)
 

 
(201
)
 

 
December 31, 2018
(dollars in millions)
Total
 
Level 1
 
Level 2
 
Level 3
Recurring fair value measurements:
 
 
 
 
 
 
 
Available-for-sale securities
$
51

 
$
51

 
$

 
$

Derivative assets
85

 

 
85

 

Derivative liabilities
(286
)
 

 
(286
)
 

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 that are measured 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 March 31, 2019, 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 in our Condensed Consolidated Balance Sheet at March 31, 2019 and December 31, 2018:
 
March 31, 2019
 
December 31, 2018
(dollars in millions)
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Long-term receivables
$
580

 
$
557

 
$
334

 
$
314

Customer financing notes receivable
288

 
286

 
272

 
265

Short-term borrowings
(1,111
)
 
(1,111
)
 
(1,469
)
 
(1,469
)
Long-term debt (excluding finance leases)
(43,988
)
 
(45,643
)
 
(43,996
)
 
(44,003
)
Long-term liabilities
(498
)
 
(465
)
 
(508
)
 
(467
)
The following table provides the valuation hierarchy classification of assets and liabilities that are not carried at fair value in our Condensed Consolidated Balance Sheet at March 31, 2019 and December 31, 2018:
 
March 31, 2019
(dollars in millions)
Total
 
Level 1
 
Level 2
 
Level 3
Long-term receivables
$
557

 
$

 
$
557

 
$

Customer financing notes receivable
286

 

 
286

 

Short-term borrowings
(1,111
)
 

 
(849
)
 
(262
)
Long-term debt (excluding finance leases)
(45,643
)
 

 
(45,213
)
 
(430
)
Long-term liabilities
(465
)
 

 
(465
)
 

 
December 31, 2018
(dollars in millions)
Total
 
Level 1
 
Level 2
 
Level 3
Long-term receivables
$
314

 
$

 
$
314

 
$

Customer financing notes receivable
265

 

 
265

 

Short-term borrowings
(1,469
)
 

 
(1,258
)
 
(211
)
Long-term debt (excluding finance leases)
(44,003
)
 

 
(43,620
)
 
(383
)
Long-term liabilities
(467
)
 

 
(467
)
 

We had commercial aerospace financing and other contractual commitments totaling approximately $16.2 billion and $15.5 billion as of March 31, 2019 and December 31, 2018, respectively, related to commercial aircraft and certain contractual rights to provide product on new aircraft platforms. Associated risks on these commitments from changes in interest rates are mitigated because interest rates are variable during the commitment term and are set at the date of funding based on current market conditions, the fair value of the underlying collateral and the credit worthiness of the customers. As a result, the fair value of these financings is expected to equal the amounts funded.

21

Table of Contents

Note 11: Long-Term Financing Receivables
Our long-term financing receivables primarily represent balances related to the aerospace businesses 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. The following table summarizes the balance by class of aerospace business related long-term receivables as of March 31, 2019 and December 31, 2018.
(dollars in millions)
March 31, 2019
 
December 31, 2018
Long-term trade accounts receivable
$
297

 
$
269

Notes and leases receivable
257

 
258

Total long-term receivables
$
554

 
$
527

Customer credit ratings range from customers with an extremely strong capacity to meet financial 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 $150 million of our total long-term receivables were considered to bear high credit risk as of March 31, 2019 and December 31, 2018.
For long-term 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 and $16 million as of March 31, 2019 and December 31, 2018, respectively, are individually evaluated for impairment. At March 31, 2019 and December 31, 2018, we did not have any significant balances that are considered to be delinquent, on non-accrual status, past due 90 days or more, or considered to be impaired.
Note 12: Accumulated Other Comprehensive Loss
A summary of the changes in each component of Accumulated other comprehensive loss, net of tax for the quarters ended March 31, 2019 and 2018 is provided below:
 
Quarter Ended March 31, 2019
(dollars in millions)
Foreign
Currency
Translation
 
Defined
Benefit
Pension and
Post-
retirement
Plans
 
Unrealized Gains
(Losses) on
Available-for-Sale
Securities
 
Unrealized
Hedging
(Losses)
Gains
 
Accumulated
Other
Comprehensive
(Loss) Income
Balance at December 31, 2018
$
(3,442
)
 
$
(5,718
)
 
$

 
$
(173
)
 
$
(9,333
)
Other comprehensive income (loss) before
reclassifications, net
530

 
(1
)
 

 
7

 
536

Amounts reclassified, pre-tax
1

 
44

 

 
4

 
49

Tax benefit reclassified
(13
)
 
(10
)
 

 
(3
)
 
(26
)
ASU 2018-02 adoption impact
(8
)
 
(737
)
 

 

 
(745
)
Balance at March 31, 2019
$
(2,932
)
 
$
(6,422
)
 
$

 
$
(165
)
 
$
(9,519
)

22

Table of Contents

 
Quarter Ended March 31, 2018
(dollars in millions)
Foreign
Currency
Translation
 
Defined
Benefit
Pension and
Post-
retirement
Plans
 
Unrealized Gains
(Losses) on
Available-for-Sale
Securities
 
Unrealized
Hedging
(Losses)
Gains
 
Accumulated
Other
Comprehensive
(Loss) Income
Balance at December 31, 2017
$
(2,950
)
 
$
(4,652
)
 
$
5

 
$
72

 
$
(7,525
)
Other comprehensive income (loss) before
reclassifications, net
376

 
8

 

 
45

 
429

Amounts reclassified, pre-tax

 
88

 

 
(27
)
 
61

Tax expense (benefit) reclassified
130

 
(23
)
 

 
(4
)
 
103

ASU 2016-01 adoption impact

 

 
(5
)
 

 
(5
)
Balance at March 31, 2018
$
(2,444
)
 
$
(4,579
)
 
$

 
$
86

 
$
(6,937
)
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220). The new standard allows companies to reclassify to retained earnings the stranded tax effects in accumulated other comprehensive income (AOCI) from the TCJA. We elected to reclassify the income tax effects of TCJA from AOCI of $745 million to retained earnings, effective January 1, 2019.
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. We had approximately $5 million of unrealized gains on these securities recorded in Accumulated other comprehensive 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.
Amounts reclassified that relate to our defined benefit pension and postretirement plans include the 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 7 for additional details).
All noncontrolling interests with redemption features, such as put options, that are not solely within our control (redeemable noncontrolling interests) are reported in the mezzanine section of the Condensed Consolidated Balance Sheet, between liabilities and equity, at the greater of redemption value or initial carrying value.
Note 13: Variable Interest Entities
Pratt & Whitney holds a 61% net interest in the 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 program 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 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 programs 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 consolidated. The carrying amounts and classification of assets and liabilities for variable interest entities in our Condensed Consolidated Balance Sheet are as follows:
(dollars in millions)
March 31, 2019
 
December 31, 2018
Current assets
$
4,649

 
$
4,732

Noncurrent assets
1,728

 
1,600

Total assets
$
6,377

 
$
6,332

 
 
 
 
Current liabilities
$
4,676

 
$
4,946

Noncurrent liabilities
1,943

 
1,898

Total liabilities
$
6,619

 
$
6,844


23

Table of Contents

Note 14: Guarantees
We extend a variety of financial, market value and product performance guarantees to third parties. There have been no material changes to financial guarantees outstanding since December 31, 2018. The changes in the carrying amount of service and product warranties and product performance guarantees for the quarters ended March 31, 2019 and 2018 are as follows:
(dollars in millions)
 
2019
 
2018
Balance as of January 1
 
$
1,449

 
$
1,146

Warranties and performance guarantees issued
 
137

 
115

Settlements made
 
(110
)
 
(106
)
Other
 
9

 
6

Balance as of March 31
 
$
1,485

 
$
1,161

Note 15: Contingent Liabilities
Summarized below are the matters previously described in Note 18 of the Notes to the Consolidated Financial Statements in our 2018 Annual Report, incorporated by reference in our 2018 Form 10-K, updated as applicable.
Except as otherwise noted, while we are unable to predict the final outcome, 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.
Environmental. Our operations are subject to environmental regulation by federal, state and local authorities in the United States and authorities with jurisdiction over our foreign operations. As described in Note 1 to the Consolidated Financial Statements in our 2018 Annual Report, 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. Additional information pertaining to environmental matters is included in Note 1 to the Consolidated Financial Statements in our 2018 Annual Report.
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. Government 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 administrative, civil or criminal liabilities, including repayments, fines, treble and other damages, forfeitures, restitution or penalties, or could lead to suspension or debarment of U.S. Government contracting privileges. For instance, if we or one of our business units were charged with wrongdoing 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 receiving 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 recommending the reduction of certain contract prices because, for example, cost or pricing data or cost accounting practices used to price and negotiate those contracts may not have conformed to government regulations. Some of these audit reports recommend that certain payments be repaid, delayed, or withheld, and may involve 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 Claims
In April 2019, a Divisional Administrative Contracting Officer (DACO) of the United States Defense Contract Management Agency (DCMA) asserted a claim against Pratt & Whitney to recover overpayments of approximately $1.73 billion plus interest (approximately $473 million through March 31, 2019). The claim is based on Pratt & Whitney's alleged

24


noncompliance with cost accounting standards from January 1, 2007 to March 31, 2019, due to its method of allocating independent research and development costs to government contracts. Pratt & Whitney believes that the claim is without merit and will be filing an appeal to the Armed Services Board of Contract Appeals (ASBCA).  
As previously disclosed, in December 2013, a DCMA DACO asserted a claim against Pratt & Whitney to recover overpayments of approximately $177 million plus interest (approximately $87.5 million through March 31, 2019). 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 determining 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 ASBCA. We continue to believe that the claim is without merit and the matter is currently scheduled for trial later this year. On December 18, 2018, a DCMA DACO issued a second claim against Pratt & Whitney that similarly alleges that its method of determining the cost of collaborator parts does not comply with the cost accounting standards for calendar years 2013 through 2017.   This second claim demands payment of $269 million plus interest (approximately $43.4 million), which we also believe is without merit and which Pratt & Whitney appealed to the ASBCA on January 9, 2019.  
German Tax Litigation
As previously disclosed, UTC has been involved in administrative review proceedings with the German Tax Office, which concern approximately €215 million (approximately $244 million) of tax benefits that we have claimed related to a 1998 reorganization 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 €118 million (approximately $134 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 appealed this decision to the German Federal Tax Court (FTC). Following a hearing on July 24, 2018, the FTC remanded the matter to the local German Tax Court for further proceedings. In 2015, UTC made tax and interest payments to German tax authorities of €275 million (approximately $300 million) in order to avoid additional interest accruals pending final resolution of this matter.
Asbestos Matters
As previously disclosed, like many other industrial 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 products, 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. Additional 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 $333 million and is principally recorded in Other long-term liabilities on our Condensed Consolidated Balance Sheet as of March 31, 2019. 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 $147 million, which is included primarily in Other assets on our Condensed Consolidated Balance Sheet as of March 31, 2019.
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, the 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 insurance carriers. Other factors that may affect our future liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction 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 adjustments to both our estimated asbestos liabilities and insurance recoveries.

25


Other.
As described in Note 14 of this Form 10-Q and Note 17 to the Consolidated Financial Statements in our 2018 Annual Report, 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.
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.
In the ordinary course of business, the Company and its subsidiaries are also routinely defendants in, parties to or otherwise subject to many pending and threatened legal actions, claims, disputes and proceedings. 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 instances, 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 16: Leases
ASU 2016-02, Leases (Topic 842) and its related amendments (collectively, the New Lease Accounting Standard) are effective for reporting periods beginning after December 15, 2018. We adopted the New Lease Accounting Standard effective January 1, 2019 and elected the modified retrospective approach in which results for periods before 2019 were not adjusted for the new standard and the cumulative effect of the change in accounting was recognized through retained earnings at the date of adoption.
The New Lease Accounting Standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the Condensed Consolidated Balance Sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the Condensed 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.
We have elected certain of the practical expedients available under the New Lease Accounting Standard upon adoption. We have applied the practical expedient which allows prospective transition to the New Lease Accounting Standard on January 1, 2019. Under the transition practical expedient, we did not reassess lease classification, embedded leases or initial direct costs. We have applied the practical expedient for short-term leases. We have lease agreements with lease and non-lease components. We have elected the practical expedients to combine these components for certain equipment leases. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. The adoption of the New Lease Accounting Standard did not have a material effect on our Consolidated Statement of Operations or Consolidated Statement of Cash Flows. Upon adoption, we recorded a $2.6 billion right-of-use asset and a $2.7 billion lease liability. The adoption of the New Lease Accounting Standard had an immaterial impact on retained earnings.
We enter into lease agreements for the use of real estate space, vehicles, information technology equipment, and certain other equipment under operating and finance leases. We determine if an arrangement contains a lease at inception. Operating leases are included in Operating lease right-of-use assets, Accrued liabilities, and Operating lease liabilities in our Condensed Consolidated Balance Sheet. Finance leases are not considered significant to our Condensed Consolidated Balance Sheet or Condensed Consolidated Statement of Operations. Finance lease right-of-use assets at March 31, 2019 of $81 million are included in Other assets in our Condensed Consolidated Balance Sheet. Finance lease liabilities at March 31, 2019 of $86 million are included in Long term debt currently due, and Long term debt in our Condensed Consolidated Balance Sheet.

26

Table of Contents

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments, and use the implicit rate when readily determinable. We determine our incremental borrowing rate through market sources including relevant industry rates. Our lease right-of-use assets also include any lease pre-payments and exclude lease incentives. Certain of our leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. We exclude variable payments from lease right-of-use assets and lease liabilities, to the extent not considered fixed, and instead, expense variable payments as incurred. Variable lease expense and lease expense for short duration contracts is not a material component of lease expense. Our leases generally have remaining lease terms of 1 to 20 years, some of which include options to extend leases. The majority of our leases with options to extend are up to 5 years with the ability to terminate the lease within 1 year. The exercise of lease renewal options is at our sole discretion and our lease right-of-use assets and liabilities reflect only the options we are reasonably certain that we will exercise. Lease expense is recognized on a straight-line basis over the lease term.
In limited instances we act as a lessor, primarily for commercial aerospace engines and certain heating, ventilation and air conditioning (HVAC) systems and commercial equipment, all of which are classified as operating leases. These leases are not significant to our Condensed Consolidated Balance Sheet or Condensed Consolidated Statement of Operations.
Operating lease expense for the quarter ended March 31, 2019 was $159 million.
Supplemental cash flow information related to operating leases was as follows:
(dollars in millions)
Quarter Ended March 31, 2019
Operating cash flows for the measurement of operating lease liabilities
$
(145
)
Operating lease right-of-use assets obtained in exchange for operating lease obligations

27

Operating lease right-of-use assets and liabilities are reflected on our Condensed Consolidated Balance Sheet as follows:
(dollars in millions, except lease term and discount rate)
March 31, 2019
Operating lease right-of-use assets
$
2,533

 
 
Accrued liabilities
$
(582
)
Operating lease liabilities
(2,020
)
Total operating lease liabilities
$
(2,602
)
Supplemental balance sheet information related to operating leases was as follows:
 
March 31, 2019
Weighted Average Remaining Lease Term (in years)
6.9

Weighted Average Discount Rate
3.6
%

27

Table of Contents

Undiscounted maturities of operating lease liabilities are as follows:
(dollars in millions)
Operating 1

2019
$
533

2020
540

2021
446

2022
327

2023
242

Thereafter
776

Total undiscounted lease payments
2,864

Less imputed interest
(262
)
Total discounted lease payments
$
2,602

1 Operating lease payments include $228 million related to options to extend lease terms that are reasonably certain of being exercised.

Prior to the adoption of the New Lease Accounting Standard, rental commitments on an undiscounted basis were approximately $2.9 billion at December 31, 2018 under long-term non-cancelable operating leases and were payable as follows: $683 million in 2019, $544 million in 2020, $407 million in 2021, $301 million in 2022, $235 million in 2023 and $746 million thereafter.

Note 17: Segment Financial Data
Our operations are classified into four principal segments: Otis, Carrier, Pratt & Whitney, and Collins Aerospace Systems. The segments are generally based on the management structure of the businesses and the grouping of similar operating companies, where each management organization has general operating autonomy over diversified products and services.
Total sales by segment include inter-segment sales, which are generally made at prices approximating those that the selling entity is able to obtain on external sales. Results for the quarters ended March 31, 2019 and 2018 are as follows:
 
Net Sales
 
Operating Profits
 
Operating Profit Margins
(dollars in millions)
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Otis