FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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
One Financial Plaza, Hartford, Connecticut 06103
(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, and (2) has been subject to such filing requirements
for the past 90 days. Yes X . No .
At June 30, 2000 there were 468,170,950 shares of Common Stock outstanding.
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONTENTS OF QUARTERLY REPORT ON FORM 10-Q
Quarter Ended June 30, 2000
Page
Part I - Financial Information
Item 1. Financial Statements:
Condensed Consolidated Statement of 1
Operations for the quarters ended June 30,
2000 and 1999
Condensed Consolidated Statement of 2
Operations for the six months ended June
30, 2000 and 1999
Condensed Consolidated Balance Sheet at June 3
30, 2000 and December 31, 1999
Condensed Consolidated Statement of Cash 4
Flows for the six months ended June 30,
2000 and 1999
Notes to Condensed Consolidated Financial 5
Statements
Report of Independent Accountants 10
Item 2. Management's Discussion and Analysis of 11
Results of Operations and Financial Position
Item 3. Quantitative and Qualitative 16
Disclosures About Market Risk
Part II - Other Information
Item 1. Legal Proceedings 18
Item 4. Submission of Matters to a Vote of 18
Security Holders
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
Exhibit Index 22
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Part I - Financial Information
Item 1 - Financial Statements
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Quarter Ended
June 30,
In Millions (except per share amounts) 2000 1999
Revenues:
Product sales $ 5,370 $ 4,597
Service sales 1,501 1,387
Financing revenues and other income, net 90 57
6,961 6,041
Costs and expenses:
Cost of products sold 4,057 3,465
Cost of services sold 930 882
Research and development 309 306
Selling, general and administrative 787 693
Interest 93 57
6,176 5,403
Income from continuing operations before income taxes
and minority interests 785 638
Income taxes 252 196
Minority interests 24 25
Income from continuing operations 509 417
Discontinued operation:
Income from operations of discontinued UT Automotive
unit (net of applicable income tax provision of $13) - 10
Gain on sale of UT Automotive subsidiary (net of
applicable income tax provision of $112) - 650
Net income $ 509 $ 1,077
Earnings per share of Common Stock:
Basic:
Continuing operations $ 1.07 $ .89
Discontinued operation - .02
Gain on sale of discontinued operation - 1.42
Net earnings $ 1.07 $ 2.33
Diluted:
Continuing operations $ 1.00 $ .83
Discontinued operation - .02
Gain on sale of discontinued operation - 1.30
Net earnings $ 1.00 $ 2.15
Dividends per share of Common Stock: $ .20 $ .18
Average number of shares outstanding:
Basic 470 459
Diluted 508 501
See accompanying Notes to Condensed Consolidated Financial Statements
1
2
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Six Months Ended
June 30,
In Millions (except per share amounts) 2000 1999
Revenues:
Product sales $ 10,194 $ 8,577
Service sales 2,984 2,789
Financing revenues and other income, net 173 117
13,351 11,483
Costs and expenses:
Cost of products sold 7,774 6,575
Cost of services sold 1,841 1,749
Research and development 623 580
Selling, general and administrative 1,568 1,394
Interest 179 112
11,985 10,410
Income from continuing operations before income taxes
and minority interests 1,366 1,073
Income taxes 429 332
Minority interests 51 46
Income from continuing operations 886 695
Discontinued operation:
Income from operations of discontinued UT Automotive
unit (net of applicable income tax provision of $28) - 40
Gain on sale of UT Automotive subsidiary (net of
applicable income tax provision of $112) - 650
Net income $ 886 $ 1,385
Earnings per share of Common Stock:
Basic:
Continuing operations $ 1.85 $ 1.49
Discontinued operation - .09
Gain on sale of discontinued operation - 1.43
Net earnings $ 1.85 $ 3.01
Diluted:
Continuing operations $ 1.74 $ 1.39
Discontinued operation - .08
Gain on sale of discontinued operation - 1.31
Net earnings $ 1.74 $ 2.78
Dividends per share of Common Stock: $ .40 $ .36
Average number of shares outstanding:
Basic 471 455
Diluted 510 497
See accompanying Notes to Condensed Consolidated Financial Statements
2
3
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
June 30, December 31,
2000 1999
In Millions (Unaudited)
Assets
Cash and cash equivalents $ 813 $ 957
Accounts receivable, net 4,382 4,337
Inventories and contracts in progress, net 3,599 3,504
Future income tax benefits 1,375 1,563
Other current assets 244 266
Total Current Assets 10,413 10,627
Fixed assets 10,120 10,455
Less: Accumulated depreciation 5,885 5,995
4,235 4,460
Goodwill 6,121 5,641
Other assets 3,547 3,638
Total Assets $ 24,316 $ 24,366
Liabilities and Shareowners' Equity
Short-term borrowings $ 953 $ 902
Accounts payable 2,130 1,957
Accrued liabilities 5,650 6,023
Long-term debt currently due 227 333
Total Current Liabilities 8,960 9,215
Long-term debt 3,242 3,086
Future pension and postretirement benefit obligations 1,628 1,601
Other long-term liabilities 2,916 2,898
Series A ESOP Convertible Preferred Stock 783 808
ESOP deferred compensation (346) (359)
437 449
Shareowners' Equity:
Common Stock 4,367 4,227
Treasury Stock (3,695) (3,182)
Retained earnings 7,088 6,463
Accumulated other non-shareowners' changes in equity (627) (391)
7,133 7,117
Total Liabilities and Shareowners' Equity $ 24,316 $ 24,366
See accompanying Notes to Condensed Consolidated Financial Statements
3
4
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
In Millions 2000 1999
Operating Activities:
Income from continuing operations $ 886 $ 695
Adjustments to reconcile income from continuing
operations to net cash flows provided by
operating activities:
Depreciation and amortization 429 380
Deferred income tax provision 108 64
Change in:
Accounts receivable (170) (365)
Inventories and contracts in progress (66) 105
Accounts payable and accrued liabilities (113) 96
Other current assets 38 (34)
Other, net 35 62
Net cash flows provided by operating
activities 1,147 1,003
Investing Activities:
Capital expenditures (326) (292)
Investments in businesses (442) (2,069)
Dispositions of businesses - 43
Increase in customer financing assets, net (14) (130)
Other, net 60 90
Net cash flows used in investing activities (722) (2,358)
Financing Activities:
Issuance of long-term debt 214 400
Repayment of long-term debt (146) (199)
Increase (decrease) in short-term borrowings, net 48 (335)
Dividends paid on Common Stock (189) (162)
Repurchase of Common Stock (522) (267)
Other, net 31 126
Net cash flows used in financing activities (564) (437)
Net cash flows provided by discontinued
operation - 2,159
Effect of foreign exchange rate changes on Cash and
cash equivalents (5) (32)
Net (decrease) increase in Cash and cash
equivalents (144) 335
Cash and cash equivalents, beginning of year 957 550
Cash and cash equivalents, end of period $ 813 $ 885
See accompanying Notes to Condensed Consolidated Financial Statements
4
5
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Condensed Consolidated Financial Statements at June 30, 2000 and for the
quarters and six-month periods ended June 30, 2000 and 1999 are unaudited, but
in the opinion of management include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation 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 the
Corporation's Annual Report incorporated by reference in Form 10-K for calendar
year 1999.
Non-Shareowners' Changes in Equity
Non-shareowners' changes in equity include all changes in equity during a
period except changes resulting from investments by and distributions to
shareowners. A summary of the non-shareowners' changes in equity is provided
below.
Quarter Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Net Income $ 509 $ 1,077 $ 886 $ 1,385
Foreign currency translation, net (33) 7 (62) (71)
Unrealized holding loss on
marketable equity securities, net (100) - (174) -
$ 376 $ 1,084 $ 650 $ 1,314
Investments in Businesses
During the first six months of 2000, the Corporation invested $442 million in
businesses, including Pratt & Whitney's second quarter purchase of the engine
maintenance center of Braathens ASA and Carrier's first quarter purchase of the
commercial refrigeration business of Electrolux AB. The assets and liabilities
of the acquired businesses accounted for under the purchase method were recorded
at their fair values at the dates of acquisition. The excess of the purchase
price over the estimated fair values of the net assets acquired has been
recorded as goodwill and is being amortized over its estimated useful life. The
increase in goodwill in the six-month period of 2000 is associated with goodwill
recorded on 2000 acquisitions as well as certain adjustments made in the
finalization of purchase price allocations for 1999 acquisitions. The results
of operations of all acquired businesses have been included in the Condensed
Consolidated Statement of Operations beginning on the effective date of each
acquisition. The pro forma results, assuming these acquisitions had been made
at the beginning of the year, would not be materially different from reported
results.
5
6
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Inventories and Contracts in Progress
June 30, December 31,
In Millions 2000 1999
Inventories consist of the following:
Raw material $ 638 $ 702
Work-in-process 1,004 1,158
Finished goods 2,183 1,871
Contracts in progress 1,688 1,561
5,513 5,292
Less:
Progress payments, secured by lien, on U.S.
Government contracts (145) (87)
Billings on contracts in progress (1,769) (1,701)
$ 3,599 $ 3,504
Restructuring
During 1999, the Corporation's operating segments initiated a variety of
actions aimed at further strengthening their future profitability and
competitive position. Those actions focused principally on rationalizing
manufacturing processes and improving the overall level of organizational
efficiency, including the removal of management layers. Restructuring charges
accrued in 1999 were $842 million before income taxes and minority interests and
are expected to result in net reductions of approximately 15,000 salary and
hourly employees and approximately 8 million square feet of facilities.
The 1999 accrued costs were recorded across each of the Corporation's
operating segments as follows:
In Millions
Otis $ 178
Carrier 182
Pratt & Whitney 345
Flight Systems 131
Other 6
$ 842
6
7
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
The following table summarizes the accrued costs associated with the 1999
restructuring actions by type and related activity through June 30, 2000:
Accrued Accrued Exit &
Severance Lease Accrued Site
and Related Asset Write- Termination Restoration &
In Millions Costs downs Costs Other Costs Total
1999 Charges:
Staff reductions $ 433 $ - $ - $ - $ 433
Facility closures 149 160 44 56 409
Total accrued charges 582 160 44 56 842
Adjustments (5) - - - (5)
1999 Adjusted 577 160 44 56 837
Utilized to date:
Cash (276) - (10) (13) (299)
Non-cash (64) (160) - - (224)
Balance at
June 30, 2000 $ 237 $ - $ 34 $ 43 $ 314
The 1999 accrued costs were recorded in cost of sales (87%) and selling,
general and administrative expenses (13%) and related to:
. Workforce reductions of approximately 15,000 employees, primarily at Pratt &
Whitney (5,200 employees), Otis (4,000 employees) and Carrier (3,200
employees).
. Plant closings that will result in the reduction of approximately 8 million
square feet of facilities, primarily at Pratt & Whitney (3 million square
feet) and Carrier (2.9 million square feet), and charges associated with the
write-down of property, plant and equipment to fair value, where fair value
is based on appraised value, primarily at Pratt & Whitney ($70 million) and
Carrier ($41 million).
As of June 30, 2000, workforce reductions of approximately 9,600 employees
were completed and approximately 3.1 million square feet were eliminated. The
remaining workforce reductions and plant closings are planned to be
substantially completed by December of this year.
In the first six months of 2000, the Corporation incurred and recognized
costs of $102 million associated with the restructuring actions that were not
accruable when the actions were initiated.
Contingent Liabilities
There has been no significant change in the Corporation's material
contingencies during 2000. Summarized below, however, are the matters previously
described in Notes 1 and 14 of the Notes to Consolidated Financial Statements in
the Corporation's Annual Report, contained in the Corporation's Annual Report
incorporated by reference in Form 10-K for calendar year 1999.
Environmental
The Corporation's operations are subject to environmental regulation by
federal, state and local authorities in the United States and regulatory
authorities with jurisdiction over its foreign operations.
7
8
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Environmental investigatory, remediation, operating and maintenance costs are
accrued when it is probable that a liability has been incurred and the amount
can be reasonably estimated. The most likely cost to be incurred is accrued
based on an evaluation of currently available facts with respect to each
individual site, including existing technology, current laws and regulations and
prior remediation experience. Where no amount within a range of estimates is
more likely, the minimum is accrued. For sites with multiple responsible
parties, the Corporation considers its likely proportionate share of the
anticipated remediation costs and the ability of the other parties to fulfill
their obligations in establishing a provision for those costs. Liabilities with
fixed or reliably determinable future cash payments are discounted.
The Corporation maintains property insurance with a number of insurance
companies. Litigation is continuing against one of the Corporation's historical
property insurers seeking coverage for environmental costs incurred at certain
facilities. The litigation is expected to last several years. Environmental
liabilities are not reduced by potential insurance reimbursements.
As discussed above, the Corporation has accrued for the costs of
environmental remediation activities and periodically reassesses these amounts.
Management believes that the likelihood of incurring losses materially in excess
of amounts accrued is remote.
U.S. Government
The Corporation is now, and believes that, in light of the current government
contracting environment, it will be the subject of one or more government
investigations. If the Corporation or one of its business units was charged
with wrongdoing as a result of any of these investigations, the Corporation or
one of its business units could be suspended from bidding on or receiving awards
of new government contracts pending the completion of legal proceedings. If
convicted or found liable, the Corporation could be fined and debarred from new
government contracting for a period generally not to exceed three years. Any
contracts found to be tainted by fraud could be voided by the Government.
The Corporation's contracts with the U.S. Government are also subject to
audits. Like many defense contractors, the Corporation has received audit
reports which recommend that certain contract prices should be reduced to comply
with various government regulations. Some of these audit reports involve
substantial amounts. The Corporation has made voluntary refunds in those cases
it believes appropriate.
Other
The Corporation extends performance and operating cost guarantees beyond its
normal warranty and service policies for extended periods on some of its
products, particularly commercial aircraft engines. Liability under such
guarantees is contingent upon future product performance and durability. The
Corporation has accrued its estimated liability that may result under these
guarantees.
The Corporation also has other commitments and contingent liabilities related
to legal proceedings and matters arising out of the normal course of business.
The Corporation has accrued for environmental investigatory, remediation,
operating and maintenance costs, performance guarantees and other litigation and
claims based on management's estimate of the probable outcome of these matters.
While it is possible that the outcome of these matters may differ from the
recorded liability, management believes that resolution of these matters will
not have a material impact on the Corporation's financial position, results of
operations or cash flows.
8
9
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Earnings Per Share
Quarter Ended Six Months Ended
June 30, June 30,
In Millions (except per share amounts) 2000 1999 2000 1999
Income from continuing operations $ 509 $ 417 $ 886 $ 695
Less: ESOP Stock dividends (8) (8) (16) (16)
Basic earnings from continuing operations 501 409 870 679
ESOP Stock adjustment 7 7 14 14
Diluted earnings from continuing operations $ 508 $ 416 $ 884 $ 693
Income from discontinued operation, net of tax $ - $ 10 $ - $ 40
Gain on sale of discontinued
operation, net of tax - 650 - 650
$ - $ 660 $ - $ 690
Net income $ 509 $ 1,077 $ 886 $ 1,385
Less: ESOP Stock dividends (8) (8) (16) (16)
Basic earnings 501 1,069 870 1,369
ESOP Stock adjustment 7 7 14 14
Diluted earnings $ 508 $ 1,076 $ 884 $ 1,383
Average shares:
Basic 470 459 471 455
Stock awards 11 15 12 15
ESOP Stock 27 27 27 27
Diluted 508 501 510 497
Earnings per share of Common Stock:
Basic:
Continuing operations $ 1.07 $ .89 $ 1.85 $ 1.49
Discontinued operation - .02 - .09
Gain on sale of discontinued operation - 1.42 - 1.43
Net earnings $ 1.07 $ 2.33 $ 1.85 $ 3.01
Diluted:
Continuing operations $ 1.00 $ .83 $ 1.74 $ 1.39
Discontinued operation - .02 - .08
Gain on sale of discontinued operation - 1.30 - 1.31
Net earnings $ 1.00 $ 2.15 $ 1.74 $ 2.78
9
10
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
With respect to the unaudited condensed consolidated financial information of
United Technologies Corporation for the quarters and six-month periods ended
June 30, 2000 and 1999, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers")
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate report dated July 19, 2000, appearing below, states that they did not
audit and they do not express an opinion on that unaudited condensed
consolidated financial information. PricewaterhouseCoopers has not carried out
any significant or additional audit tests beyond those which would have been
necessary if their report had not been included. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. PricewaterhouseCoopers is
not subject to the liability provisions of section 11 of the Securities Act of
1933 ("the Act") for their report on the unaudited condensed consolidated
financial information because that report is not a "report" or a "part" of a
registration statement prepared or certified by PricewaterhouseCoopers within
the meaning of sections 7 and 11 of the Act.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareowners of
United Technologies Corporation
We have reviewed the accompanying condensed consolidated statement of
operations of United Technologies Corporation and consolidated subsidiaries for
the quarters and six months ended June 30, 2000, and 1999, the condensed
consolidated statement of cash flows for the six months ended June 30, 2000 and
1999, and the condensed consolidated balance sheet as of June 30, 2000. This
financial information is the responsibility of the company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial information for it to be in
conformity with accounting principles generally accepted in the United States.
We previously audited in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet as of December 31,
1999, and the related consolidated statements of operations, of changes in
shareowners' equity and of cash flows for the year then ended (not presented
herein), and in our report dated January 19, 2000, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1999, is fairly stated in all material respects in relation
to the consolidated balance sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
July 19, 2000
10
11
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Position
BUSINESS ENVIRONMENT
The Corporation's operations are classified into four operating segments.
Carrier and Otis serve customers in the commercial property and residential
housing industries. Pratt & Whitney and the Flight Systems segment, which
includes Sikorsky Aircraft and Hamilton Sundstrand, primarily serve commercial
and government customers in the aerospace industry.
For discussion of the Corporation's business environment, refer to the
discussions of "Business Environment," "Commercial Aerospace," and "Government
Business" in the Management's Discussion and Analysis of Results of Operations
and Financial Position in the Corporation's Annual Report incorporated by
reference in Form 10-K for calendar year 1999. Significant changes in the
Corporation's business environment during the first six months of 2000 are
discussed below.
As worldwide businesses, the Corporation's operations are affected by global
and regional economic factors. During the first six months of 2000, the decline
in the European currencies had a negative impact on the Corporation's consoli-
dated results. However, in general, the diversity of the Corporation's
businesses and global market presence have helped, and will continue to help,
limit the impact of any one industry or the economy of any single country on
the consolidated results.
The Sikorsky-Boeing joint venture that is under contract with the U.S. Army
to develop prototypes, flight test and field test Comanche helicopters obtained
approval to begin the Engineering and Manufacturing Development (EMD) phase.
The EMD phase will lead to the manufacture of 13 additional aircraft during 2004
and 2005 and continued development testing.
There have been no other significant changes in the Corporation's business
environment during the first six months of 2000.
RESULTS OF CONTINUING OPERATIONS
Consolidated revenues increased $920 million (15%) to $6.96 billion and $1.87
billion (16%) to $13.35 billion in the second quarter and six-month period of
2000 compared to the same periods in 1999. Excluding the unfavorable impact of
foreign currency translation, consolidated revenues increased 17% and 18% in the
second quarter and six-month period of 2000. The increases were due primarily
to the impact of acquisitions, including the acquisition of Sundstrand
Corporation ("Sundstrand") late in the second quarter of 1999, International
Comfort Products in the third quarter of 1999, LG Industrial Systems' Building
Facilities Group ("LG Elevator") in the fourth quarter of 1999 and the
refrigeration business of Electrolux AB during the first quarter of 2000, and
growth in the ongoing businesses of Otis and Carrier. The revenue increase was
partially offset by a decline at Pratt & Whitney.
Financing revenues and other income, net, increased $33 million and $56
million in the second quarter and six-month period of 2000 compared to 1999.
The increases reflect interest income on prior period income tax credits
resulting from a second quarter 2000 industry related court decision from which
the Corporation expects to benefit, partially offset by costs associated with
certain Corporate e-business initiatives.
11
12
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Gross margin as a percentage of sales was 27.4% in the second quarter of 2000
and 1999. The ratio increased two tenths of a percent to 27.0% in the six-month
period of 2000 compared to the same period of 1999 principally associated with
the acquisition of Sundstrand.
Research and development spending increased $3 million (1%) and $43 million
(7%) in the second quarter and six-month period of 2000 compared to 1999,
principally due to the inclusion of Sundstrand's operations in the Flight
Systems segment for the entire second quarter and six-month period of 2000,
partially offset by a decrease at Pratt & Whitney. As a percentage of sales,
research and development was 4.5% and 4.7% in the second quarter and six-month
period of 2000 as compared to 5.1% in the same periods of 1999. Research and
development is expected to remain at approximately 5% of sales in 2000.
Selling, general and administrative expenses increased $94 million (14%) and
$174 million (12%) in the second quarter and six-month period of 2000 compared
to 1999. The increases were primarily at Hamilton Sundstrand and Carrier and
relate to acquisitions, including Sundstrand, International Comfort Products and
the refrigeration business of Electrolux AB, partially offset by decreases at
Pratt & Whitney from benefits associated with previous cost reduction actions.
As a percent of sales, these expenses were 11.5% and 11.9% in the second quarter
and six-month period of 2000 as compared to 11.6% and 12.3% in the same periods
of 1999.
Interest expense increased $36 million (63%) and $67 million (60%) in the
second quarter and six-month period of 2000 compared to 1999. The increases are
associated with $1.7 billion of debt issued in 1999 to finance acquisitions and
repurchase the Corporation's Common Stock.
Excluding second quarter 2000 discrete tax items discussed below, the
effective income tax rate for the six-month period of 2000 decreased to 30.5%
from 30.9% for the same period of 1999. The Corporation has continued to lower
its effective income tax rate by implementing tax reduction strategies.
The effective income tax rate for the six-month period of 2000 including all
tax items was 31.4%. The increase in effective tax rate relates to the impact
of the second quarter 2000 enactment of Connecticut tax law changes and the
related revaluation of the Corporation's state deferred tax asset. In addition,
as discussed above, the Corporation expects to benefit from a second quarter
2000 industry related court decision and as a result has recognized income tax
credits for prior periods and related interest income.
Restructuring and Other Costs
As described in the Notes to the Condensed Consolidated Financial Statements,
the Corporation's operating segments initiated a variety of actions in 1999
aimed at further strengthening their future profitability and competitive
position. The 1999 actions totaled $1,120 million, before income taxes and
minority interest, and included accrued restructuring charges of $842 million,
related charges of $141 million that were not accruable when initiated, and
charges associated with product development and aircraft systems integration and
non-product purchasing.
In February 2000, a Federal District Court issued an injunction relative to
certain restructuring actions planned by Pratt & Whitney that would move work
from Connecticut to Arkansas, Texas and Oklahoma. Pratt & Whitney appealed this
injunction and expects a decision later in 2000. The accruable portion of the
cost of these actions was recorded during 1999. The Corporation does not
believe that resolution of the litigation will materially impact the
Corporation's restructuring program.
12
13
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
In the current year, the Corporation expects to have pre-tax cash outflows
related to the 1999 programs of approximately $750 million, using cash generated
from operations, including up to $300 million of additional costs that were not
accruable when the actions were initiated. Through June 30, 2000, approximately
$102 million of additional costs have been incurred and recognized. The 1999
restructuring and other actions taken by the Corporation are expected to result
in savings that should offset the additional costs expected to be incurred,
resulting in a modest benefit in 2000. Recurring savings, associated primarily
with net reduction in workforce and facility closures, are expected to increase
over a three-year period to approximately $750 million pre-tax annually.
Segment Review
Revenues, operating profits and operating profit margins of the Corporation's
principal operating segments for the quarters and six-month periods ended June
30, 2000 and 1999 are as follows:
In Millions of Dollars Operating
Revenues Operating Profits Profit Margin
Quarter Ended June 30, 2000 1999 2000 1999 2000 1999
Otis $ 1,534 $ 1,379 $ 194 $ 161 12.6% 11.7%
Carrier 2,522 2,029 313 234 12.4% 11.5%
Pratt & Whitney 1,790 1,985 285 284 15.9% 14.3%
Flight Systems 1,201 764 140 81 11.7% 10.6%
Total segment 7,047 6,157 932 760 13.2% 12.3%
Eliminations and other (86) (116) 3 (5)
General corporate expenses - - (57) (60)
Consolidated $ 6,961 $ 6,041 878 695
Interest expense (93) (57)
Consolidated income from continuing
operations before income taxes and
minority interests $ 785 $ 638
Operating
Revenues Operating Profits Profit Margin
Six Months Ended June 30, 2000 1999 2000 1999 2000 1999
Otis $ 3,077 $ 2,742 $ 386 $ 316 12.5% 11.5%
Carrier 4,368 3,539 436 325 10.0% 9.2%
Pratt & Whitney 3,614 4,004 567 564 15.7% 14.1%
Flight Systems 2,458 1,370 278 121 11.3% 8.8%
Total segment 13,517 11,655 1,667 1,326 12.3% 11.4%
Eliminations and other (166) (172) (8) (16)
General corporate expenses - - (114) (125)
Consolidated $ 13,351 $ 11,483 1,545 1,185
Interest expense (179) (112)
Consolidated income from continuing
operations before income taxes and
minority interests $ 1,366 $ 1,073
Otis revenues increased 11% and 12% in the second quarter and six-month
period of 2000 compared to 1999. Excluding the unfavorable impact of foreign
currency translation, revenues increased 16% in the second quarter and six-month
13
14
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
period of 2000 compared to 1999. The increases reflect the impact of the
acquisition of LG Elevator and growth in all regions, with the majority of the
growth in North American and European regions. Weaker European currencies
generated most of the unfavorable foreign currency translation impact.
Otis operating profits increased $33 million (20%) and $70 million (22%) in
the second quarter and six-month period of 2000 compared to 1999. Excluding the
unfavorable impact of foreign currency translation, operating profits in the
second quarter and six-month period increased 29% and 31%, reflecting the impact
of the acquisition of LG Elevator and increases in all regions.
Carrier revenues increased 24% and 23% in the second quarter and six-month
period of 2000 compared to 1999. Excluding the unfavorable impact of foreign
currency translation, revenues in the second quarter and six-month period
increased 27% and 26%, with improvement in all operations. The improvements
were led by increases in North American and Refrigeration operations, including
the impact of the acquisition of International Comfort Products and the refrig-
eration business of Electrolux AB.
Carrier operating profits increased $79 million (34%) and $111 million (34%)
in the second quarter and six-month period of 2000 compared to 1999. Excluding
the unfavorable impact of foreign currency translation, operating profits
increased 36% in the second quarter and six-month period, largely reflecting
expansion in margin and volume in the North American HVAC and residential
operations. The increases include the impact of the acquisition of
International Comfort Products and improvements associated with a new factory in
Charlotte, North Carolina.
Pratt & Whitney revenues decreased 10% in the second quarter and six-month
period of 2000 compared to 1999, primarily due to lower commercial and military
engine shipments associated with the anticipated decline in the aerospace cycle.
The decrease was partially offset by growth at Pratt & Whitney Canada.
Management believes the aerospace cycle has reached a point where Pratt &
Whitney's revenues will be about level with the second half of 1999 for the
remainder of the year.
Pratt & Whitney operating profits increased $1 million and $3 million in the
second quarter and six-month period of 2000 compared to 1999. The increases are
largely related to lower research and development costs and improvements
resulting from continued cost reductions, partially offset by decreases
associated with lower commercial and military engine shipments. The six-month
increase also reflects improvements at Pratt & Whitney Canada.
Flight Systems revenues increased $437 million (57%) and $1,088 million (79%)
in the second quarter and six-month period of 2000 compared to 1999. The
increase in revenues reflects the inclusion of Sundstrand's operations for the
entire second quarter and six-month period of 2000 and delivery of several high
value helicopters at Sikorsky.
Flight Systems operating profits increased $59 million (73%) and $157 million
(130%) in the second quarter and six-month period of 2000 compared to 1999,
primarily due to the inclusion of Sundstrand's results for the entire second
quarter and six-month period of 2000. The second quarter increase was partially
offset by a decline at Sikorsky.
FINANCIAL POSITION
Management assesses the Corporation's liquidity in terms of its overall
ability to generate cash to fund its operating and investing activities.
Significant factors affecting the management of liquidity are cash flows
generated from operating activities, capital expenditures, investments in
businesses, customer financing requirements, Common Stock repurchases, adequate
bank lines of credit and financial flexibility to attract long-term capital with
satisfactory terms.
14
15
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Set forth below are selected key cash flow data:
Six Months Ended
June 30,
In Millions 2000 1999
Operating Activities
Net cash flows provided by operating activities $ 1,147 $ 1,003
Investing Activities
Capital expenditures (326) (292)
Investments in businesses (442) (2,069)
Increase in customer financing assets, net (14) (130)
Financing Activities
Repurchase of Common Stock (522) (267)
Increase in total debt 101 336
Increase in net debt 245 1
Net cash flows provided by discontinued operation - 2,159
Cash flows provided by operating activities increased $144 million in the
first six months of 2000 compared to the corresponding period in 1999,
associated primarily with improved operating performance.
Cash flows used in investing activities decreased $1,636 million in the first
six months of 2000 compared to the first six months in 1999 primarily due to the
second quarter 1999 purchase of Sundstrand. Cash spending for investments in
businesses for the first six months of 2000 include the first quarter Carrier
acquisition of the refrigeration business of Electrolux AB and the second
quarter Pratt & Whitney acquisition of the engine maintenance center of
Braathens ASA. Total cash spending for investments in businesses in 2000 is
expected to be in the range of $1 billion.
Customer financing activity decreased to a net use of cash of $14 million in
the first six months of 2000 from the $130 million net use of cash in the first
six months of 1999, primarily due to decreased customer demand for financing.
While the Corporation expects that 2000 customer financing activity will be a
net use of funds, actual funding is subject to usage under existing customer
financing commitments during the remainder of the year. The Corporation's total
commitments to finance or arrange financing of commercial aircraft and related
equipment at June 30, 2000 were approximately $1.0 billion compared to $1.3
billion for 1999.
The Corporation repurchased $522 million of Common Stock, representing 9.4
million shares, in the first six months of 2000 under previously announced share
repurchase programs. The share repurchase program continues to be a use of the
Corporation's cash flows and has more than offset the dilutive effect resulting
from the issuance of stock under stock-based employee benefit programs. At June
30, 2000, the Corporation was authorized to repurchase an additional 15.6
million shares.
As described in the Corporation's 1999 Annual Report, incorporated by
reference in Form 10-K, the Corporation sold its UT Automotive Unit to Lear
Corporation on May 4, 1999. The discontinued UT Automotive operation and its
subsequent sale provided $2,159 million of cash in 1999.
15
16
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Other selected financial data are as follows:
June 30, December 31, June 30,
In Millions of Dollars 2000 1999 1999
Cash and cash equivalents $ 813 $ 957 $ 885
Total debt 4,422 4,321 2,509
Net debt (total debt less cash) 3,609 3,364 1,624
Shareowners' equity 7,133 7,117 7,317
Debt-to-total capitalization 38% 38% 26%
Net debt-to-total capitalization 34% 32% 18%
The Corporation manages its worldwide cash requirements considering available
funds among the many subsidiaries through which it conducts its business and the
cost effectiveness with which those funds can be accessed. The repatriation of
cash balances from certain of the Corporation's subsidiaries could have adverse
tax consequences; however, those balances are generally available without legal
restrictions to fund ordinary business operations. The Corporation has and will
continue to transfer cash from those subsidiaries to the parent and to other
international subsidiaries when it is cost effective to do so.
Management believes that its existing cash position and other available
sources of liquidity are sufficient to meet current and anticipated requirements
for the foreseeable future. Although uncertainties in acquisition spending
could cause modest variations at times, management anticipates that the level of
debt-to-capital will remain generally consistent with recent debt levels.
New Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which, as amended, is currently effective January 1,
2001 for the Corporation. Management believes adoption of this standard will
not have a material impact on the Corporation's consolidated financial position,
results of operations or cash flows.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There has been no significant change in the Corporation's exposure to market
risk during the first six months of 2000. For discussion of the Corporation's
exposure to market risk, refer to Item 7A, Quantitative and Qualitative
Disclosures about Market Risk, contained in the Corporation's Annual Report
incorporated by reference in Form 10-K for the calendar year 1999.
16
17
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
This report on Form 10-Q contains statements which, to the extent they are
not statements of historical or present fact, constitute "forward-looking
statements" under the securities laws. From time to time, oral or written
forward-looking statements may also be included in other materials released to
the public. These forward-looking statements are intended to provide
Management's current expectations or plans for the future operating and
financial performance of the Corporation, based on assumptions currently
believed to be valid. Forward-looking statements can be identified by the use
of words such as "believe," "expect," "plans," "strategy," "prospects,"
"estimate," "project," "anticipate" and other words of similar meaning in
connection with a discussion of future operating or financial performance.
These include, among others, statements relating to:
. Future earnings and other measurements of financial performance
. Future cash flow and uses of cash
. The effect of economic downturns or growth in particular regions
. The effect of changes in the level of activity in particular industries or
markets
. The scope, nature or impact of acquisition activity
. Product developments and new business opportunities
. Restructuring costs and cost reduction efforts
. The outcome of contingencies.
All forward-looking statements involve risks and uncertainties that may cause
actual results to differ materially from those expressed or implied in the
forward-looking statements. This Report on Form 10-Q includes important
information as to risk factors in the "Notes to Condensed Consolidated Financial
Statements" under the heading "Contingent Liabilities" and in the section titled
"Management's Discussion and Analysis of Results of Operations and Financial
Position" under the headings "Business Environment" and "Restructuring and Other
Costs." The Corporation's Annual Report on Form 10-K for 1999 also includes
important information as to risk factors in the "Business" section under the
headings "Description of Business by Operating Segment," "Other Matters Relating
to the Corporation's Business as a Whole" and "Legal Proceedings." Additional
important information as to risk factors is included in the Corporation's 1999
Annual Report to Shareowners in the section titled "Management's Discussion and
Analysis of Results of Operations and Financial Position" under the headings
"Business Environment" and "Restructuring and Other Costs." For additional
information identifying factors that may cause actual results to vary materially
from those stated in the forward-looking statements, see the Corporation's
reports on Forms 10-Q and 8-K filed with the Securities and Exchange Commission
from time to time.
17
18
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Part II - Other Information
Item 1. Legal Proceedings
As previously reported, the Corporation was served in November, 1995 with a
qui tam complaint under the civil False Claims Act in the United States District
Court for the District of Connecticut. The complaint in U.S. ex rel. Maloni v.
United Technologies Corporation, No. 395CV02431, involved allegations that the
Corporation failed to implement a required quality assurance system. The qui tam
relator claimed unspecified damages (trebled) and penalties, and the Justice
Department declined to take over the litigation. The case was dismissed on May
23, 2000.
Except as noted above, there have been no material developments in legal
proceedings during the quarter ended June 30, 2000. For a description of
previously reported legal proceedings, refer to Part II - Other Information,
Item 1. Legal Proceedings of the Corporation's Report on Form 10-Q for the
quarter ended March 31, 2000 and to Part I, Item 3. Legal Proceedings of the
Corporation's annual report on Form 10-K for 1999.
The Corporation does not believe that resolution of the foregoing legal
matters will have a material adverse effect upon the Corporation's competitive
position, results of operations, cash flow or financial position.
Item 4. Submission of Matters to a Vote of Security Holders
The Corporation held its Annual Meeting of Shareowners on April 28, 2000.
The following individuals were nominated and elected to serve as directors:
Antonia H. Chayes, George David, Jean-Pierre Garnier, Jamie S. Gorelick, Karl
J. Krapek, Charles R. Lee, Richard D. McCormick, Frank P. Popoff, Andre
Villeneuve, Harold A. Wagner and Sanford I. Weill.
18
19
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
The Shareowners voted as follows on the following matters:
1. Election of directors. The voting result for each nominee is as
follows:
NAME VOTES FOR VOTES WITHHELD
Antonia Handler Chayes 453,314,232 4,169,033
George David 453,762,134 3,721,131
Jean-Pierre Garnier 453,800,469 3,682,796
Jamie S. Gorelick 453,634,282 3,848,983
Karl J. Krapek 453,745,496 3,737,769
Charles R. Lee 453,829,946 3,653,319
Richard D. McCormick 453,791,656 3,691,609
Frank P. Popoff 453,785,978 3,697,287
Andre Villeneuve 453,821,015 3,662,250
Harold A. Wagner 453,831,079 3,652,186
Sanford I. Weill 453,498,634 3,984,631
2. The reappointment of the Corporation's independent public accountants
was approved by a count of 454,429,315 votes for, 788,074 votes
against and 2,265,876 votes abstaining.
3. A proposal to amend the Corporation's Restated Certificate of
Incorporation to increase the authorized shares of Common Stock from
1,000,000,000 shares to 2,000,000,000 shares was approved by a count
of 428,178,833 votes for, 26,435,921 votes against and 2,868,511 votes
abstaining.
4. A proposal to approve continuation of the Covered Employee Performance
Pool as a component of the Annual Executive Compensation Plan was
approved by a count of 418,885,372 votes for, 14,072,915 votes against
and 24,524,978 votes abstaining.
5. A proposal to approve continued use by the Committee on Compensation
and Executive Development of certain performance targets to determine
vesting of dividend equivalent awards under the Long Term Incentive
Plan was approved by a count of 418,262,259 votes for, 14,787,485
votes against and 24,433,521 votes abstaining.
6. A shareowner proposal recommending disclosure of prior governmental
service was rejected by a count of 7,278,615 votes for and 377,597,964
votes against, with 31,143,875 votes abstaining and 41,462,811 broker
non-votes.
7. A shareowner proposal recommending that the Board of Directors make
all possible lawful efforts to implement and/or increase activity on
each of the nine MacBride Principles concerning employment practices
in Northern Ireland was rejected by a count of 47,476,766 votes for
and 330,141,312 votes against, with 38,402,276 votes abstaining and
41,462,911 broker non-votes.
8. A shareowner proposal recommending disclosure of offset agreements was
rejected by a count of 25,346,610 votes for and 347,405,832 votes
against, with 43,267,812 votes abstaining and 41,463,011 broker non-
votes.
19
20
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3)(i) Amended Restated Articles of Incorporation, as filed in Delaware
June 21, 2000.* (Article Fourth of the Restated Articles of Incorporation
was amended to increase the authorized shares of common stock.)
(10)(iii)(A)(1) Amendment 1 to United Technologies Corporation Board of
Directors Deferred Stock Unit Plan.*
(10)(iii)(A)(2) Amendment 1 to United Technologies Corporation Non-employee
Director Stock Option Plan.*
(12) Statement re: computation of ratio of earnings to fixed charges. *
(15) Letter re: unaudited interim financial information. *
(27) Financial data schedule.*
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended June 30,
2000.
*Submitted electronically herewith.
20
21
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED TECHNOLOGIES CORPORATION
Dated: July 27, 2000 By: /s/ David J. FitzPatrick
David J. FitzPatrick
Senior Vice President and
Chief Financial Officer
Dated: July 27, 2000 By: /s/ David G. Nord
David G. Nord
Acting Controller
Dated: July 27, 2000 By: /s/ William H. Trachsel
William H. Trachsel
Senior Vice President, General Counsel and
Secretary
21
22
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
EXHIBIT INDEX
(3)(i) Amended Restated Articles of Incorporation, as filed in Delaware
June 21, 2000.* (Article Fourth of the Restated Articles of Incorporation
was amended to increase the authorized shares of common stock.)
(10)(iii)(A)(1) Amendment 1 to United Technologies Corporation Board of
Directors Deferred Stock Unit Plan.*
(10)(iii)(A)(2) Amendment 1 to United Technologies Corporation Non-employee
Director Stock Option Plan.*
(12) Statement re: computation of ratio of earnings to fixed charges. *
(15) Letter re: unaudited interim financial information. *
(27) Financial data schedule.*
*Submitted electronically herewith.
22