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8-KA 12/03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1 to

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 20, 2004

UNITED TECHNOLOGIES CORPORATION
(exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

1-812
(Commission File Number)

06-0570975
(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)

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.

		UNITED TECHNOLOGIES CORPORATION (Registrant)

Date: January 20, 2004		By: /s/ Gregory J. Hayes
		Gregory J. Hayes
		Vice President, Controller

INDEX TO EXHIBITS

Exhibit
Number Exhibit
Description
        Page

99.1 Corrected press release, dated January 20, 2004, issued by United Technologies Corporation . . . . . . . . . . . . 1

8-K
Exhibit 99.1

Contact: Paul Jackson
FOR IMMEDIATE RELEASE

(860) 728-7912
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.
This release includes "forward looking statements" that are subject to risks and uncertainties. For information identifying economic, political, climatic, currency, regulatory, technological, competitive and some other important factors that could cause actual results to differ materially from those anticipated in the forward looking statements, see UTC's SEC filings as updated from time to time, including, but not limited to, the discussion included in the Business section of UTC's Annual Report on Form 10-K under the headings "General," "Description of Business by Segment" and "Other Matters Relating to the Corporation's Business as a Whole" and the information included in UTC's 10-K and 10-Q reports under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations."
# # #

UNITED TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In Millions, except per share amounts)

Quarter Ended
December 31,
(Unaudited)
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.

UNITED TECHNOLOGIES CORPORATION
SEGMENT REVENUES and OPERATING PROFIT

(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.



4^th 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:

Approximately $100 million gain recorded in eliminations and other related to the settlement of environmental claims.

Q3 2002:

$43 million curtailment gain from the modification of certain post-retirement benefits recorded in segment results.

Q4 2002:

$33 million benefit from the favorable resolution of an employee benefit plan exposure recorded in Corporate expense.

See accompanying Notes to Condensed Consolidated Financial Statements.

UNITED TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Audited)

(Millions)
December 31,
2003

December 31,
2002

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.

UNITED TECHNOLOGIES CORPORATION
CONDENSED CASH FLOWS FROM OPERATIONS

(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.

Exhibit Number	Exhibit Description	Page

99.1	Corrected press release, dated January 20, 2004, issued by United Technologies Corporation . . . . . . . . . . . . 1

Contact: Paul Jackson		FOR IMMEDIATE RELEASE
	(860) 728-7912	www.utc.com

		Quarter Ended December 31, (Unaudited)				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

(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

		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

(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.

(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:
		Approximately $100 million gain recorded in eliminations and other related to the settlement of environmental claims.
	Q3 2002:
		$43 million curtailment gain from the modification of certain post-retirement benefits recorded in segment results.
	Q4 2002:
	$33 million benefit from the favorable resolution of an employee benefit plan exposure recorded in Corporate expense.

(Millions)		December 31, 2003		December 31, 2002
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%


(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

⁽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.