UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2007
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-812 | 06-0570975 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
One Financial Plaza
Hartford, Connecticut 06103
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(860) 728-7000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2—Financial Information
| Item 2.02. | Results of Operations and Financial Condition |
On April 18, 2007, United Technologies Corporation issued a press release announcing its first quarter 2007 results.
The press release issued April 18, 2007 is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for the purposes of Section 18 of the Exchange Act.
Section 8—Other Events
| Item 8.01. | Other Events |
Attached as Exhibit 100 to this report are the following materials from United Technologies Corporation’s press release for the quarter ended March 31, 2007, filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statement of Operations, (ii) Segment Revenues and Operating Profit, (iii) Consolidated Operating Profit – Restructuring and Related Charges, (iv) Condensed Consolidated Balance Sheet, and (v) Condensed Statement of Cash Flows. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of United Technologies Corporation. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.
In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 9—Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are included herewith:
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release, dated April 18, 2007, issued by United Technologies Corporation. |
| 100 | The following materials from United Technologies Corporation’s press release on Form 8-K for the quarter ended March 31, 2007, filed herewith, formatted in XBRL: (i) Condensed Consolidated Statement of Operations, (ii) Segment Revenues and Operating Profit, (iii) Consolidated Operating Profit – Restructuring and Related Charges, (iv) Condensed Consolidated Balance Sheet, and (v) Condensed Statement of Cash Flows. | |
| EX-100.INS | XBRL Instance Document (File name: utx-20070331.xml) | |
| EX-100.SCH | XBRL Taxonomy Extension Schema Document (File name: utx-20070331.xsd) | |
| EX-100.PRE | XBRL Taxonomy Presentation Linkbase Document (File name: utx-20070331_pre.xml) | |
| EX-100.LAB | XBRL Taxonomy Label Linkbase Document (File name: utx-20070331_lab.xml) | |
| EX-100.CAL | XBRL Taxonomy Calculation Linkbase Document (File name: utx-20070331_cal.xml) | |
| EX-100.REF | XBRL Taxonomy Extension Reference Linkbase Document (File name: utx-20070331_ref.xml) | |
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 hereunto duly authorized.
| UNITED TECHNOLOGIES CORPORATION | ||||
| (Registrant) | ||||
| Date: April 18, 2007 | By: | /s/ Gregory J. Hayes | ||
| Gregory J. Hayes | ||||
| Vice President, Accounting and Finance | ||||
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release, dated April 18, 2007, issued by United Technologies Corporation. | |
| 100 | The following materials from United Technologies Corporation’s press release on Form 8-K for the quarter ended March 31, 2007, filed herewith, formatted in XBRL: (i) Condensed Consolidated Statement of Operations, (ii) Segment Revenues and Operating Profit, (iii) Consolidated Operating Profit – Restructuring and Related Charges, (iv) Condensed Consolidated Balance Sheet, and (v) Condensed Statement of Cash Flows. | |
| EX-100.INS | XBRL Instance Document (File name: utx-20070331.xml) | |
| EX-100.SCH | XBRL Taxonomy Extension Schema Document (File name: utx-20070331.xsd) | |
| EX-100.PRE | XBRL Taxonomy Presentation Linkbase Document (File name: utx-20070331_pre.xml) | |
| EX-100.LAB | XBRL Taxonomy Label Linkbase Document (File name: utx-20070331_lab.xml) | |
| EX-100.CAL | XBRL Taxonomy Calculation Linkbase Document (File name: utx-20070331_cal.xml) | |
| EX-100.REF | XBRL Taxonomy Extension Reference Linkbase Document (File name: utx-20070331_ref.xml) | |
Exhibit 99.1
UTC REPORTS FIRST QUARTER EPS UP 8 PERCENT TO $0.82, CONFIRMS 2007
OUTLOOK
HARTFORD, Conn., April 18, 2007 – United Technologies Corp. (NYSE:UTX) today reported first quarter 2007 earnings per share of $0.82 and net income of $819 million, up 8 percent and 7 percent, respectively, over the year ago first quarter. As previously disclosed, results for the current quarter include a $0.07 per share impact for the previously announced Otis European Union Commission fine, net of related reserves, restructuring charges, and one-time favorable items. Earnings per share excluding these items were $0.89, 17 percent above the year ago period.
First quarter consolidated revenues increased 16 percent to $12.3 billion, reflecting 10 percent organic growth including a better compare at Sikorsky following the strike last year. Foreign currency translation increased revenues by 3 percent and earnings by $0.03 per share in the quarter.
“Although we regret the first quarter Otis European Commission matter, we have had an excellent start to 2007,” said George David, UTC’s Chairman and Chief Executive Officer. “Commercial aerospace markets remain strong and Sikorsky’s shipments have stepped up from last year’s lower rates. Apart from the well reported North American housing market, commercial and residential construction demand worldwide remains strong. Otis’ first quarter orders for new elevators were up 27% from a year ago and have compounded at 14% annually over the last three years. Comparably, Carrier’s commercial air conditioning revenues were up 13% in the quarter and 12% annually over the three years. Accordingly, we confirm our prior guidance for 2007 earnings per share in the range of $4.05 to $4.20 for the year,” he added.
Cash flow from operations was $453 million and capital expenditures were $208 million for the quarter. Share repurchase totaled $500 million for the first three months of the year.
“Cash flow from operations less capital expenditures was well below our net income standard on the payment of the Otis European Commission fine and materially higher tax payments in Canada. These two one-time items totaled approximately $500 million,” David said. “Additionally, Carrier’s inventories built seasonally and aerospace inventories remain high on continued stronger organic growth. We do expect inventory trends to reverse in the second half of the year and as usual to meet our net income standard for cash flow less capital expenditures,” he added.
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 providing high technology products and services to the building and aerospace industries. Additional information as well as a Web cast is available on the Internet at http://www.utc.com.
This release includes “forward-looking statements” concerning expected revenue, earnings and cash flow and expected share repurchase amounts. These matters are subject to risks and uncertainties. Important factors that could cause actual results to differ materially from those anticipated or implied in forward looking statements include the health of the global economy; strength of end market demand in building construction and in both the commercial and defense segments of the aerospace industry; fluctuation in commodity prices, interest rates, foreign currency exchange rates, and the impact of weather conditions; and company-specific factors including the availability and impact of acquisitions; the rate and ability to effectively integrate these acquired businesses; the ability to achieve cost reductions at planned levels; challenges in the design, development, production and support of advanced technologies and new products and services; delays and disruption in delivery of materials and services from suppliers; labor disputes; and the outcome of legal proceedings. The level of share repurchases may vary depending on the level of other investing activities. For information identifying other important economic, political, regulatory, legal, technological, competitive and other uncertainties, see UTC’s SEC filings as submitted from time to time, including but not limited to, the information included in UTC’s 10-K and 10-Q Reports under the headings “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Concerning Factors that May Affect Future Results,” as well as the information included in UTC’s Current Reports on Form 8-K.
UTC-IR
# # #
United Technologies Corporation
Condensed Consolidated Statement of Operations
| Quarter Ended March 31, | ||||||
| (Millions, except per share amounts) | (Unaudited) | |||||
| 2007 | 2006 | |||||
| Revenues |
$ | 12,278 | $ | 10,615 | ||
| Cost and Expenses |
||||||
| Cost of goods and services sold |
8,996 | 7,650 | ||||
| Research and development |
382 | 369 | ||||
| Selling, general and administrative |
1,396 | 1,314 | ||||
| Operating Profit |
1,504 | 1,282 | ||||
| Interest expense |
150 | 142 | ||||
| Income before income taxes and minority interests |
1,354 | 1,140 | ||||
| Income taxes |
442 | 319 | ||||
| Minority interests |
93 | 53 | ||||
| Net Income |
$ | 819 | $ | 768 | ||
| Earnings Per Share of Common Stock |
||||||
| Basic |
$ | 0.85 | $ | 0.78 | ||
| Diluted |
$ | 0.82 | $ | 0.76 | ||
| Average Shares |
||||||
| Basic |
968 | 984 | ||||
| Diluted |
993 | 1,009 | ||||
As described on the following pages, consolidated results for the quarters ended March 31, 2007 and 2006 include restructuring and related charges and non-recurring items.
See accompanying Notes to Condensed Consolidated Financial Statements.
United Technologies Corporation
Segment Revenues and Operating Profit
| Quarter Ended March 31, | ||||||||
| (Millions) | (Unaudited) | |||||||
| 2007 | 2006 | |||||||
| Revenues |
||||||||
| Otis |
$ | 2,728 | $ | 2,348 | ||||
| Carrier |
3,130 | 2,904 | ||||||
| UTC Fire & Security |
1,246 | 1,112 | ||||||
| Pratt & Whitney |
2,767 | 2,568 | ||||||
| Hamilton Sundstrand |
1,313 | 1,164 | ||||||
| Sikorsky |
1,006 | 512 | ||||||
| Segment Revenues |
12,190 | 10,608 | ||||||
| Eliminations and other |
88 | 7 | ||||||
| Consolidated Revenues |
$ | 12,278 | $ | 10,615 | ||||
| Operating Profit |
||||||||
| Otis |
$ | 574 | $ | 439 | ||||
| Carrier |
213 | 204 | ||||||
| UTC Fire & Security |
86 | 65 | ||||||
| Pratt & Whitney |
490 | 430 | ||||||
| Hamilton Sundstrand |
218 | 181 | ||||||
| Sikorsky |
73 | 3 | ||||||
| Segment Operating Profit |
1,654 | 1,322 | ||||||
| Eliminations and other |
(63 | ) | 45 | |||||
| General corporate expenses |
(87 | ) | (85 | ) | ||||
| Consolidated Operating Profit |
$ | 1,504 | $ | 1,282 | ||||
As described on the following pages, consolidated results for the quarters ended March 31, 2007 and 2006 include restructuring and related charges and non-recurring items.
United Technologies Corporation
Non-Recurring Items and Restructuring & Related Charges
Consolidated operating profit for the quarters ended March 31, 2007 and 2006 includes restructuring and related charges as follows:
| Quarter Ended March 31, | |||||||
| (Millions) | (Unaudited) | ||||||
| 2007 | 2006 | ||||||
| Restructuring & Related Charges |
|||||||
| Otis |
$ | (2 | ) | $ | 2 | ||
| Carrier |
12 | 7 | |||||
| UTC Fire & Security |
2 | 2 | |||||
| Pratt & Whitney |
20 | 12 | |||||
| Hamilton Sundstrand |
6 | 8 | |||||
| Sikorsky |
(3 | ) | — | ||||
| Segment Operating Profit |
35 | 31 | |||||
| Eliminations and other |
— | — | |||||
| General corporate expenses |
— | — | |||||
| Consolidated Operating Profit |
$ | 35 | $ | 31 | |||
Consolidated results for the quarters ended March 31, 2007 and 2006 include the following non-recurring items:
| Quarter Ended March 31, | ||||||||||||||||||||
| (in millions, except per share amounts) | (Unaudited) | |||||||||||||||||||
| 2007 | 2006 | |||||||||||||||||||
| Pre-Tax | Per Share* |
Pre-Tax | Per Share* |
|||||||||||||||||
| Non-Recurring Items |
||||||||||||||||||||
| EU Commission civil fine (Eliminations & Other) |
$ | (216 | ) | $ | (0.20 | ) | $ | — | $ | — | ||||||||||
| Restructuring & related charges |
(35 | ) | (0.02 | ) | (31 | ) | (0.02 | ) | ||||||||||||
| Contract termination (Pratt & Whitney) |
40 | } | — | } | ||||||||||||||||
| Sale of land ** (Otis) |
84 | 0.15 | — | 0.02 | ||||||||||||||||
| Sale of marketable securities (Eliminations & Other) |
151 | 25 | ||||||||||||||||||
| Net unfavorable EPS impact |
$ | (0.07 | ) | $ | — | |||||||||||||||
| * | Amounts are after taxes and minority interest (if applicable). |
| ** | See Notes to Condensed Consolidated Financial Statements for additional discussion. |
United Technologies Corporation
Condensed Consolidated Balance Sheet
| March 31, 2007 |
December 31, 2006 |
|||||||
| (Millions) | (Unaudited) | (Unaudited) | ||||||
| Assets | ||||||||
| Cash and cash equivalents |
$ | 2,481 | $ | 2,546 | ||||
| Accounts receivable, net |
7,978 | 7,679 | ||||||
| Inventories and contracts in progress, net |
7,508 | 6,657 | ||||||
| Other current assets |
2,220 | 1,962 | ||||||
| Total Current Assets |
20,187 | 18,844 | ||||||
| Fixed assets, net |
5,759 | 5,725 | ||||||
| Goodwill, net |
14,299 | 14,146 | ||||||
| Intangible assets, net |
3,229 | 3,216 | ||||||
| Other assets |
5,109 | 5,210 | ||||||
| Total Assets |
$ | 48,583 | $ | 47,141 | ||||
| Liabilities and Shareowners’ Equity | ||||||||
| Short-term debt |
$ | 1,229 | $ | 894 | ||||
| Accounts payable |
4,786 | 4,263 | ||||||
| Accrued liabilities |
10,093 | 10,051 | ||||||
| Total Current Liabilities |
16,108 | 15,208 | ||||||
| Long-term debt |
7,035 | 7,037 | ||||||
| Other liabilities |
6,480 | 6,763 | ||||||
| Total Liabilities |
29,623 | 29,008 | ||||||
| Minority interest in subsidiary companies |
854 | 836 | ||||||
| Shareowners’ Equity: |
||||||||
| Common Stock |
9,737 | 9,395 | ||||||
| Treasury Stock |
(9,861 | ) | (9,413 | ) | ||||
| Retained Earnings |
19,243 | 18,754 | ||||||
| Accumulated other non-shareowners’ changes in equity |
(1,013 | ) | (1,439 | ) | ||||
| 18,106 | 17,297 | |||||||
| Total Liabilities and Shareowners’ Equity |
$ | 48,583 | $ | 47,141 | ||||
| Debt Ratios: |
||||||||
| Debt to total capitalization |
31 | % | 31 | % | ||||
| Net debt to net capitalization |
24 | % | 24 | % | ||||
United Technologies Corporation
Condensed Statement of Cash Flows
| Quarter Ended March 31, | ||||||||
| (Millions) | (Unaudited) | |||||||
| 2007 | 2006 | |||||||
| Operating Activities |
||||||||
| Net Income |
$ | 819 | $ | 768 | ||||
| Adjustments to reconcile net income to net cash flows provided by operating activities: |
||||||||
| Depreciation and amortization |
278 | 264 | ||||||
| Deferred income taxes and minority interest |
(57 | ) | 32 | |||||
| Stock compensation cost |
54 | 44 | ||||||
| Changes in working capital |
(277 | ) | (174 | ) | ||||
| Voluntary contributions to pension plans* |
— | — | ||||||
| Other, net |
(364 | ) | 41 | |||||
| Net Cash Provided by Operating Activities |
453 | 975 | ||||||
| Investing Activities |
||||||||
| Capital expenditures |
(208 | ) | (201 | ) | ||||
| Acquisitions and disposal of businesses, net |
(110 | ) | (90 | ) | ||||
| Other, net |
158 | (36 | ) | |||||
| Net Cash Used in Investing Activities |
(160 | ) | (327 | ) | ||||
| Financing Activities |
||||||||
| Increase (decrease) in borrowings, net |
286 | (14 | ) | |||||
| Dividends paid on Common Stock |
(245 | ) | (207 | ) | ||||
| Repurchase of Common Stock |
(500 | ) | (375 | ) | ||||
| Other, net |
82 | 112 | ||||||
| Net Cash Used in Financing Activities |
(377 | ) | (484 | ) | ||||
| Effect of foreign exchange rates |
19 | 6 | ||||||
| Net (decrease) increase in cash and cash equivalents |
(65 | ) | 170 | |||||
| Cash and cash equivalents—beginning of period |
2,546 | 2,247 | ||||||
| Cash and cash equivalents—end of period |
$ | 2,481 | $ | 2,417 | ||||
| * | Non-cash activities include contributions of UTC common stock of $150 million to domestic defined benefit pension plans in the first quarter of 2007. |
United Technologies Corporation
Notes to Condensed Consolidated Financial Statements
| (1) | Debt to total capitalization equals total debt divided by total debt plus equity. Net debt to net capitalization equals total debt less cash and cash equivalents divided by total debt plus equity less cash and cash equivalents. |
| (2) | Organic growth represents the total reported increase within the Corporation’s ongoing businesses less the impact of foreign currency translation, acquisitions and divestitures completed in the preceding twelve months and significant non-recurring items. Non-recurring items that are not included in organic growth in 2007 include an $84 million gain at Otis from the sale of land (See Note 3 below), a $40 million gain at Pratt & Whitney from a contract termination, and $151 million from the sale of marketable securities, all of which were partially offset by the $216 million loss recorded in connection with the EU commission fine during the first quarter. Non-recurring items that are not included in organic growth in 2006 include an approximately $25 million gain realized on the sale of a partnership interest in an engine program at Pratt Canada and approximately $25 million from the sale of marketable securities. Constant currency represents reported revenues or operating profit less the impact of foreign currency translation. |
| (3) | The Otis segment results include the gross gain of $84 million from the sale of land. The Consolidated operating results include taxes related to the gain of approximately $29 million in addition to an approximately $27 million charge for the minority partner’s interest in the gain. The resulting impact to consolidated net income is approximately $28 million. |