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UNITED STATES FORM 8-K/A Amendment No. 1 to Current Report Pursuant to Section
13 or 15(d) of Date of Report (Date of earliest
event reported): January 20, 2004 UNITED TECHNOLOGIES CORPORATION Delaware 1-812 06-0570975 One Financial Plaza Registrant's telephone number,
including area code N/A EXPLANATORY
NOTE This amendment to the Form 8-K is being furnished
herewith for the purpose of correcting certain minor typographical errors in
Exhibit 99.1, the Registrant's press release announcing 2003 fourth quarter
and 2003 full year financial results furnished by the Registrant to the
Securities and Exchange Commission on January 20, 2004 under Item 12. The press
release provided to the media did not contain these errors. No other changes
have been made in the press release by this amendment. Item 12. Results of Operations and Financial
Condition Exhibit 99.1
Corrected press release dated
January 20, 2004. This exhibit is
furnished pursuant to Item 12 and should not be deemed "filed" under
the Securities Act of 1934.
SIGNATURE 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 hereunto duly authorized. INDEX TO EXHIBITS
Page Exhibit 99.1 FOR IMMEDIATE RELEASE www.utc.com UTC's
FOURTH QUARTER EARNINGS PER SHARE INCREASE 9 PERCENT; FULL-YEAR UP 6 PERCENT TO
$4.69 PER SHARE WITH CASH FLOW FROM OPERATIONS OF $2.9 BILLION; 2004 OUTLOOK
AFFIRMED HARTFORD, Conn.,
January 20, 2004 - United Technologies Corp. (NYSE:UTX) today reported fourth
quarter 2003 earnings per share increased 9 percent to $1.16 compared with the
year ago quarter. Consolidated
revenues increased 19 percent to $8.6 billion, primarily reflecting the Chubb
acquisition and favorable foreign currency translation. Full year earnings per share were 6 percent
above 2002 on a 10 percent
increase in revenues to $31.0 billion.
Fourth quarter net income increased to $588 million, 10 percent
above the comparable 2002 period. Cash flow from operations was $798 million
including $252 million in voluntary contributions to pension plans
globally. Capital expenditures in the quarter were $208 million.
Full
year earnings per share were $4.69, 6 percent increased from 2002.
Full year cash flow from operations was $2.9 billion. This result included $994 million in
voluntary contributions to pension plans globally and was approximately equal to
net income after capital expenditures of $530 million.
"These strong results speak to UTC's operating disciplines
and business balance," said Chairman and Chief Executive Officer George David.
"Double digit operating profit increases at Otis and Carrier and growth
in UTC's military aerospace business more than offset the third year of
weakness in commercial aviation. The weaker U.S. dollar, growth in China, and
the addition of Chubb also contributed to year over year performance." "Cash performance net of capital expenditures for the year again met
our usual high standard," continued David, "essentially equal to net income even
after substantial pension contributions."
The company's debt-to-capital ratio decreased six points to 31 percent
in 2003 inclusive of the Chubb acquisition.
A non cash gain at Otis, lower effective tax rate, and the translation
benefit from a weaker dollar offset $138 million of restructuring and related
charges taken in the quarter. David said, "That we were able to initiate these significant cost reduction actions
positions us well for earnings growth in 2005 and beyond."
"We intend to initiate further cost reduction actions in the first
quarter of 2004, funded by the recently announced gain on DaimlerChrysler's
sale of MTU to KKR. There may be further actions later in the year coincident with the potentially
favorable settlement of certain open tax years."
"Our outlook is unchanged," said David. "We expect 2004 earnings in
the range of $5.00 to $5.30 per share. Cash flow from operations less capital expenditures
should equal net income in 2004, before potential voluntary contributions
in the $500 million range to UTC's pension plans globally. We're on top of
an excellent year in 2003 and look for more of the same in 2004."
The
accompanying tables include information integral to assessing the company's
financial position, operating performance, and cash flow.
United
Technologies Corp., based in Hartford, Connecticut, is a diversified company
that provides a broad range of high technology products and support services to
the building systems and aerospace industries.
# # # UNITED TECHNOLOGIES CORPORATION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
The Securities Exchange Act of 1934
(exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
Hartford, Connecticut 06103
(Address of principal executive offices, including Zip Code)
(860) 728-7000
(Former name or former address, if changed since last report)
UNITED TECHNOLOGIES CORPORATION
(Registrant)
Date: January
20, 2004
By: /s/ Gregory
J. Hayes
Gregory J. Hayes
Vice President,
Controller
Exhibit
NumberExhibit
Description
99.1
Corrected
press release, dated
January 20, 2004, issued by United Technologies Corporation . . . . . . . .
. . . . 1
Contact: Paul
Jackson
(860) 728-7912
(In Millions, except per share amounts)
|
Quarter Ended |
Year Ended December 31, (Audited) |
||||||
2003 |
2002 |
2003 |
2002 | |||||
|
||||||||
Revenues |
$ |
8,588 |
$ |
7,215 |
$ |
31,034 |
$ |
28,212 |
|
||||||||
Cost and Expenses | ||||||||
Cost of goods and services sold | 6,310 | 5,248 | 22,508 | 20,161 | ||||
Research and development | 251 | 278 | 1,027 | 1,191 | ||||
Selling, general and administrative | 1,100 | 862 | 3,654 | 3,203 | ||||
Interest | 96 | 93 | 375 | 381 | ||||
7,757 | 6,481 | 27,564 | 24,936 | |||||
Income before income taxes and minority interests | 831 | 734 | 3,470 | 3,276 | ||||
Income taxes | (202) | (165) | (941) | (887) | ||||
Minority interests | (41) | (36) | (168) | (153) | ||||
Net Income |
$ |
588 |
$ |
533 |
$ |
2,361 |
$ |
2,236 |
Earnings Per Share of Common Stock | ||||||||
Basic | $ | 1.21 | $ | 1.11 | $ | 4.93 | $ | 4.67 |
Diluted | $ | 1.16 | $ | 1.06 | $ | 4.69 | $ | 4.42 |
Average Number of Shares Outstanding | ||||||||
Basic | 484 | 472 | 474 | 472 | ||||
Diluted | 507 | 504 | 503 | 506 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
(In Millions) |
Quarter
Ended December 31, (Unaudited) |
Year
Ended December 31, (Audited) |
||||||
2003 | 2002 | 2003 | 2002 | |||||
Revenues | ||||||||
Otis | $ |
2,210 |
$ |
1,850 |
$ |
7,927 |
$ |
6,811 |
Carrier | 2,196 | 1,996 | 9,246 | 8,773 | ||||
Chubb | 720 | - | 1,136 | - | ||||
Pratt & Whitney | 1,967 | 2,048 | 7,505 | 7,645 | ||||
Flight | 1,575 | 1,483 | 5,708 | 5,571 | ||||
Segment Revenues | 8,668 | 7,377 | 31,522 | 28,800 | ||||
Eliminations and other | (80) | (162) | (488) | (588) | ||||
Consolidated Revenues | $ | 8,588 | $ | 7,215 | $ | 31,034 | $ | 28,212 |
Operating Profits | ||||||||
Otis | $ |
377 |
$ |
275 |
$ |
1,377 |
$ |
1,057 |
Carrier | 93 | 107 | 911 | 779 | ||||
Chubb | 35 | - | 55 | - | ||||
Pratt & Whitney | 299 | 296 | 1,125 | 1,282 | ||||
Flight | 226 | 192 | 785 | 741 | ||||
Segment Operating Profit | 1,030 | 870 | 4,253 | 3,859 | ||||
Eliminations and other | (34) | (27) | (174) | (27) | ||||
General corporate expenses | (69) | (16) | (234) | (175) | ||||
Consolidated Operating Profits | $ | 927 | $ | 827 | $ | 3,845 | $ | 3,657 |
As described on the following page, consolidated operating profit for the years and quarters ended December 31, 2003 and 2002 includes restructuring and related charges and favorable non-recurring items.
See accompanying Notes to Condensed Consolidated Financial Statements.
UNITED TECHNOLOGIES CORPORATION
Consolidated Operating Profit
(Unaudited)
Consolidated operating profit for the quarters ended December 31, 2003 and 2002 includes restructuring and related charges totaling $138 million and $125 million, respectively. Consolidated operating profit for the years ended December 31, 2003 and 2002 includes restructuring and related charges totaling $182 million and $321 million, respectively.
Quarter
Ended December 31, |
Year
Ended December 31, |
|||||||
Restructuring and Related Charges | 2003 | 2002 | 2003 | 2002 | ||||
Otis | $ |
47 |
$ |
35 |
$ |
65 |
$ |
73 |
Carrier | 65 | 23 | 65 | 114 | ||||
Chubb | - | - | - | - | ||||
Pratt & Whitney | 13 | 37 | 19 | 80 | ||||
Flight | 10 | 32 | 23 | 55 | ||||
Segment Operating Profit | 135 | 127 | 172 | 322 | ||||
Corporate Expense | - | - | - | - | ||||
Eliminations and Other | 3 | (2) | 10 | (1) | ||||
Consolidated Operating Profit | $ | 138 | $ | 125 | $ | 182 | $ | 321 |
Notes:
(1) | Otis operating profit for the fourth quarter of 2003 includes a $50 million non-cash gain resulting from a transaction involving an exchange of equity interests. |
(2) | The Corporation's effective tax rate in the fourth quarters of 2003 and 2002 is lower than the respective full year rates reflecting the realization of certain tax benefits, including use of a capital loss carryback in 2002 and the tax benefit associated with a non-core divestiture in 2003. |
4th Quarter |
Full Year |
||||
2003 | 24.3% | 27.1% | |||
2002 | 22.5% | 27.1% | |||
(3) | The favorable impact of foreign currency translation contributed $.06 per share and $.23 per share in the fourth quarter and year-ended December 31, 2003, respectively. | |
(4) |
The following favorable items are included in prior year results: |
|
Q1 2002: | ||
|
||
Q3 2002: | ||
|
||
Q4 2002: | ||
|
See accompanying Notes to Condensed Consolidated Financial Statements.
UNITED TECHNOLOGIES CORPORATION
(Millions) |
December 31, |
December 31, |
||
Assets |
||||
Cash and cash equivalents | $ |
1,623 | $ |
2,080 |
Accounts receivable, net | 5,187 | 4,277 | ||
Inventories and contracts in progress, net | 3,794 | 3,803 | ||
Other current assets | 1,760 | 1,675 | ||
Total Current Assets | 12,364 | 11,835 | ||
Fixed assets, net | 5,080 | 4,587 | ||
Goodwill, net | 9,329 | 6,981 | ||
Other assets | 7,875 | 5,791 | ||
|
||||
Total Assets | $ |
34,648 | $ |
29,194 |
Liabilities and Shareowners' Equity |
||||
Short-term debt | $ |
1,044 | $ |
241 |
Accounts payable | 2,867 | 2,095 | ||
Accrued liabilities | 6,384 | 5,449 | ||
Total Current Liabilities | 10,295 | 7,785 | ||
|
||||
Long-term debt | 4,257 | 4,632 | ||
Other liabilities | 8,389 | 7,994 | ||
ESOP Convertible Preferred Stock, net | - | 428 | ||
Shareowners' Equity: | ||||
Common Stock |
6,314 | 5,447 | ||
Treasury Stock | (5,335) | (4,951) | ||
Retained Earnings |
12,527 |
10,836 |
||
Accumulated other non-shareowners' changes in equity |
(1,799) |
(2,977) |
||
11,707 | 8,355 | |||
|
||||
Total Liabilities and Shareowners' Equity | $ |
34,648 | $ |
29,194 |
Debt Ratios: | ||||
Debt to total capitalization | 31% | 37% | ||
Net debt to total capitalization | 24% | 25% |
See accompanying Notes to Condensed Consolidated Financial Statements.
(Unaudited) (Millions) |
Quarter
Ended December 31, |
Year
Ended December 31, |
|||||||||
2003 | 2002 | 2003 | 2002 | ||||||||
Net Income | $ | 588 | $ | 533 | $ | 2,361 | $ | 2,236 | |||
Adjustments to reconcile net income | |||||||||||
to net cash flows provided by operating activities | |||||||||||
Depreciation and amortization | 229 | 190 | 799 | 727 | |||||||
Deferred income taxes and minority interest | 57 | 156 | 422 | 471 | |||||||
Changes in working capital | 140 | 236 | 56 | 116 | |||||||
Voluntary contributions to pension plans | (252) | (517) | (994) | (530) | |||||||
Other, net | 36 | (35) | 231 | (167) | |||||||
Net Cash Flows Provided by Operating Activities | $ | 798 | $ | 563 | $ | 2,875 | $ | 2,853 |
See accompanying Notes to Condensed Consolidated Financial Statements.
UNITED TECHNOLOGIES CORPORATION
Notes to Condensed Consolidated Financial
Statements
(1) | Certain reclassifications have been made to prior year amounts to conform to the current year presentation. |
(2) | In 2002 the Corporation made voluntary stock and cash contributions to its pension plans totaling $783 million, including $253 million of stock, reported as an increase in Other assets in the accompanying condensed consolidated balance sheet. In addition, in the fourth quarter of 2002, the Corporation recorded a $1.6 billion after tax equity charge, reflecting an increase to the additional minimum liability under its pension plans of $2.4 billion, which is included in Other liabilities. The offsetting deferred tax benefit is reflected in Other assets. |
(3) | During the fourth quarter of 2003, the convertible preferred shares held by the ESOP were converted into common shares. The conversion had no impact on the Corporation's fully diluted earnings per share and slightly decreased the Corporation's debt-to-capital ratio, as these shares were reclassified to equity. |
(4) | During the fourth quarter of 2003, the Corporation recorded a $570 million after-tax credit to equity, reflecting a decrease in the additional minimum liability under its pension plans of approximately $900 million, which is included in Other liabilities. The offsetting deferred tax charge is reflected in Other assets. |