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): October 17, 2006
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 October 17, 2006, United Technologies Corporation issued a press release announcing its third quarter 2006 results.
The press release issued October 17, 2006 is furnished herewith as Exhibit No. 99 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 and nine months ended September 30, 2006, 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 | Press release, dated October 17, 2006, issued by United Technologies Corporation. | |
| 100 | The following materials from United Technologies Corporation’s press release on Form 8-K for the quarter and nine months ended September 30, 2006, 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. | |
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: October 17, 2006 | By: | /s/ Gregory J. Hayes | ||
| Gregory J. Hayes Vice President, Accounting and Finance; Controller | ||||
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99 | Press release, dated October 17, 2006, issued by United Technologies Corporation. | |
| 100 | The following materials from United Technologies Corporation’s press release on Form 8-K for the quarter and nine months ended September 30, 2006, 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. | |
| Exhibit Number |
Description | |
| EX-100.INS | XBRL Instance Document (File name: utx-20060930.xml) | |
| EX-100.SCH | XBRL Taxonomy Extension Schema Document (File name: utx-20060930.xsd) | |
| EX-100.PRE | XBRL Taxonomy Presentation Linkbase Document (File name: utx-20060930_pre.xml) | |
| EX-100.LAB | XBRL Taxonomy Label Linkbase Document (File name: utx-20060930_lab.xml) | |
| EX-100.CAL | XBRL Taxonomy Calculation Linkbase Document (File name: utx-20060930_cal.xml) | |
| EX-100.REF | XBRL Taxonomy Extension Reference Linkbase Document (File name: utx-20060930_ref.xml) | |
Exhibit 99
UTC REPORTS 22 PERCENT THIRD QUARTER EPS GROWTH ON 12 PERCENT
HIGHER REVENUES; RAISES 2006 EPS GUIDANCE
HARTFORD, Conn., October 17, 2006 – United Technologies Corp. (NYSE: UTX) today reported third quarter 2006 earnings per share of $0.99 and net income of $996 million, up 22 and 21 percent respectively from the year ago quarter. Revenues for the quarter increased 12 percent to $12.2 billion and included 8 percent organic growth. Cash flow from operations was $1.36 billion and, after capital expenditures of $184 million, exceeded net income.
“Third quarter results overall were exceptional and reflect the balance in UTC’s businesses. Commercial aerospace volumes and margins were up significantly at Pratt and Hamilton Sundstrand, along with solid profit growth at UTC Fire & Security and Otis. These gains more than offset weaker market conditions in two of Carrier’s businesses and production challenges at Sikorsky on materially higher volumes,” said UTC Chairman and Chief Executive Officer George David.
“Given results in the quarter and year-to-date, we are increasing UTC’s full year earnings per share guidance to $3.65-$3.69, up 17-18 percent from 2005 results excluding the impact of the FIN 47 accounting change. The prior 2006 guidance range was $3.55-$3.65, up comparably 14-17 percent. We’ll be reviewing our 2007 outlook at our usual December investor meeting and will be looking closely at market developments in Carrier’s North American Residential and container refrigeration businesses in the interim. Both are important contributors to Carrier’s results overall and both markets turned down in the third quarter. However, we still anticipate another solid growth year across UTC in 2007,” David continued.
“Cash flow from operations less capital expenditures in the quarter was 118 percent of net income, and we anticipate this cash flow performance for the year will be at UTC’s usual standard of exceeding net income,” David added.
Share repurchase in the quarter was $580 million and $1.33 billion for the first nine months, on track with guidance of $2.0 billion for the year.
As anticipated by investors, third quarter restructuring costs of $93 million exceeded a $60 million gain on divestiture of a manufacturing joint venture.
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 is supplemented by presentation materials that are available on UTC’s website at www.utc.com, and includes “forward looking statements” concerning expected revenue, earnings, cash flow, share repurchases, restructuring and other matters that 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 items 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. 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 September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| (Millions, except per share amounts) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenues | $ | 12,163 | $ | 10,905 | $ | 35,042 | $ | 31,464 | ||||||||
| Cost and Expenses | ||||||||||||||||
| Cost of goods and services sold |
8,794 | 7,891 | 25,219 | 22,696 | ||||||||||||
| Research and development |
384 | 335 | 1,123 | 944 | ||||||||||||
| Selling, general and administrative |
1,338 | 1,295 | 4,030 | 3,863 | ||||||||||||
| Operating Profit |
1,647 | 1,384 | 4,670 | 3,961 | ||||||||||||
| Interest expense |
156 | 135 | 453 | 355 | ||||||||||||
| Income before income taxes and minority interests |
1,491 | 1,249 | 4,217 | 3,606 | ||||||||||||
| Income taxes |
(423 | ) | (356 | ) | (1,157 | ) | (959 | ) | ||||||||
| Minority interests |
(72 | ) | (72 | ) | (193 | ) | (204 | ) | ||||||||
| Net Income |
$ | 996 | $ | 821 | $ | 2,867 | $ | 2,443 | ||||||||
| Earnings Per Share of Common Stock | ||||||||||||||||
| Basic |
$ | 1.02 | $ | .83 | $ | 2.92 | $ | 2.46 | ||||||||
| Diluted |
$ | .99 | $ | .81 | $ | 2.84 | $ | 2.40 | ||||||||
| Average Shares | ||||||||||||||||
| Basic |
980 | 992 | 983 | 993 | ||||||||||||
| Diluted |
1,006 | 1,015 | 1,008 | 1,016 | ||||||||||||
As described on the following pages, consolidated results for the quarters and nine months ended September 30, 2006 and 2005 include restructuring and related charges and non-recurring items.
United Technologies Corporation
Segment Revenues and Operating Profit
| Quarter Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| (Millions) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenues |
||||||||||||||||
| Otis |
$ | 2,565 | $ | 2,362 | $ | 7,442 | $ | 7,099 | ||||||||
| Carrier |
3,607 | 3,351 | 10,262 | 9,469 | ||||||||||||
| UTC Fire & Security |
1,142 | 1,121 | 3,421 | 3,047 | ||||||||||||
| Pratt & Whitney |
2,771 | 2,414 | 8,066 | 6,700 | ||||||||||||
| Hamilton Sundstrand |
1,253 | 1,077 | 3,698 | 3,231 | ||||||||||||
| Sikorsky |
867 | 639 | 2,146 | 1,948 | ||||||||||||
| Segment Revenues |
12,205 | 10,964 | 35,035 | 31,494 | ||||||||||||
| Eliminations and other |
(42 | ) | (59 | ) | 7 | (30 | ) | |||||||||
| Consolidated Revenues |
$ | 12,163 | $ | 10,905 | $ | 35,042 | $ | 31,464 | ||||||||
| Operating Profit |
||||||||||||||||
| Otis |
$ | 463 | $ | 442 | $ | 1,374 | $ | 1,286 | ||||||||
| Carrier |
430 | 367 | 1,044 | 912 | ||||||||||||
| UTC Fire & Security |
70 | 56 | 200 | 148 | ||||||||||||
| Pratt & Whitney |
443 | 379 | 1,408 | 1,087 | ||||||||||||
| Hamilton Sundstrand |
220 | 179 | 613 | 501 | ||||||||||||
| Sikorsky |
70 | 64 | 115 | 180 | ||||||||||||
| Segment Operating Profit |
1,696 | 1,487 | 4,754 | 4,114 | ||||||||||||
| Eliminations and other |
31 | (26 | ) | 160 | 87 | |||||||||||
| General corporate expenses |
(80 | ) | (77 | ) | (244 | ) | (240 | ) | ||||||||
| Consolidated Operating Profit |
$ | 1,647 | $ | 1,384 | $ | 4,670 | $ | 3,961 | ||||||||
As described on the following pages, consolidated results for the quarters and nine months ended September 30, 2006 and 2005 include restructuring and related charges and non-recurring items.
United Technologies Corporation
Consolidated Operating Profit
Consolidated operating profit for the quarters and nine months ended September 30, 2006 and 2005 includes restructuring and related charges as follows:
| Quarter Ended September 30, |
Nine Months Ended September 30, | |||||||||||
| Restructuring and Related Charges | 2006 | 2005 | 2006 | 2005 | ||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Otis |
$ | 32 | $ | 7 | $ | 40 | $ | 30 | ||||
| Carrier |
27 | 12 | 59 | 62 | ||||||||
| UTC Fire & Security |
9 | 9 | 23 | 11 | ||||||||
| Pratt & Whitney |
13 | 4 | 36 | 16 | ||||||||
| Hamilton Sundstrand |
12 | 16 | 29 | 42 | ||||||||
| Sikorsky |
— | — | 19 | 3 | ||||||||
| Segment Restructuring and Related Charges |
93 | 48 | 206 | 164 | ||||||||
| Eliminations and other |
— | 2 | — | 6 | ||||||||
| Consolidated Restructuring and Related Charges |
$ | 93 | $ | 50 | $ | 206 | $ | 170 | ||||
Consolidated results for the quarters and nine months ended September 30, 2006 and 2005 include the following non-recurring items:
2006
Q3
| • | Carrier: Approximately $60 million pretax gain realized on the sale of a partnership interest in Scroll Technologies, a North American manufacturer of compressors used primarily for heating, ventilating and air-conditioning equipment. |
Q2
| • | Pratt & Whitney: Approximately $80 million pretax gain related to the settlement of a claim by the Department of Defense (DoD) regarding Pratt & Whitney’s cost accounting practices for engine parts on commercial engine collaboration programs. |
| • | Eliminations and Other: Approximately $60 million pretax interest income related to the final determination by the U.S. Congress Joint Committee on Taxation on a disputed issue in the Internal Revenue Service (IRS) examination of tax years 1994 through 1999. |
| • | Income Taxes: Favorable income tax adjustment of approximately $35 million, related to a determination by the U.S. Congress Joint Committee on Taxation on a disputed issue in the Internal Revenue Service (IRS) examination of tax years 1994 through 1999. |
In the second quarter, the net impact of the above favorable items ($0.13 per share), together with approximately $80 million of pre-tax restructuring and related charges ($0.06 per share), contributed $0.07 to earnings per share.
Q1
| • | Pratt & Whitney: Approximately $25 million gain realized on the sale of a partnership interest in an engine program at Pratt Canada. |
| • | Eliminations and Other: Approximately $25 million gain from the sale of marketable securities. |
2005
Q2
| • | Eliminations and Other: Approximately $75 million non-cash gain from marketable securities. Approximately $45 million interest income related to 1994-1999 U.S. federal tax audits. |
| • | Income Taxes: Net favorable income tax adjustment of approximately $60 million, principally related to 1994-1999 U.S. federal tax audits. The tax impact of Hamilton Sundstrand’s divestiture of its Falk business was substantially offset by the tax benefit arising from the sale of a non-core Carrier refrigeration business. Neither transaction significantly impacted pre-tax earnings. |
In the second quarter, the net impact of the above favorable items ($0.14 per share), together with $70 million of pre-tax restructuring and related charges ($0.05 per share), contributed $0.09 to earnings per share.
Q1
| • | Eliminations and Other: Approximately $30 million gain from the sale of marketable securities. |
United Technologies Corporation
Condensed Consolidated Balance Sheet
| September 30, 2006 |
December 31, 2005 |
|||||||
| (Millions) | (Unaudited) | (Unaudited) | ||||||
| Assets | ||||||||
| Cash and cash equivalents |
$ | 2,914 | $ | 2,247 | ||||
| Accounts receivable, net |
7,693 | 7,240 | ||||||
| Inventories and contracts in progress, net |
7,197 | 5,659 | ||||||
| Other current assets |
2,102 | 2,060 | ||||||
| Total Current Assets |
19,906 | 17,206 | ||||||
| Fixed assets, net |
5,576 | 5,623 | ||||||
| Goodwill, net |
13,828 | 13,007 | ||||||
| Intangible assets, net |
3,143 | 3,059 | ||||||
| Other assets |
7,143 | 7,030 | ||||||
| Total Assets |
$ | 49,596 | $ | 45,925 | ||||
| Liabilities and Shareowners’ Equity | ||||||||
| Short-term debt |
$ | 1,224 | $ | 2,305 | ||||
| Accounts payable |
4,245 | 3,820 | ||||||
| Accrued liabilities |
9,953 | 9,220 | ||||||
| Total Current Liabilities |
15,422 | 15,345 | ||||||
| Long-term debt |
7,067 | 5,935 | ||||||
| Other liabilities |
7,323 | 6,876 | ||||||
| Total Liabilities |
29,812 | 28,156 | ||||||
| Minority interest in subsidiary companies |
850 | 778 | ||||||
| Shareowners’ Equity: |
||||||||
| Common Stock |
9,186 | 8,552 | ||||||
| Treasury Stock |
(8,679 | ) | (7,418 | ) | ||||
| Retained Earnings |
18,167 | 16,051 | ||||||
| Accumulated other non-shareowners’ changes in equity |
260 | (194 | ) | |||||
| 18,934 | 16,991 | |||||||
| Total Liabilities and Shareowners’ Equity |
$ | 49,596 | $ | 45,925 | ||||
| Debt Ratios: |
||||||||
| Debt to total capitalization |
30 | % | 33 | % | ||||
| Net debt to net capitalization |
22 | % | 26 | % | ||||
United Technologies Corporation
Condensed Statement of Cash Flows
| Quarter Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Operating Activities |
||||||||||||||||
| Net Income |
$ | 996 | $ | 821 | $ | 2,867 | $ | 2,443 | ||||||||
| Adjustments to reconcile net income to net cash flows provided by operating activities: |
||||||||||||||||
| Depreciation and amortization |
252 | 265 | 772 | 728 | ||||||||||||
| Deferred income taxes and minority interest |
89 | 163 | 209 | 417 | ||||||||||||
| Stock compensation cost |
45 | 48 | 136 | 119 | ||||||||||||
| Changes in working capital |
60 | (312 | ) | (681 | ) | (538 | ) | |||||||||
| Voluntary contributions to pension plans |
(31 | ) | (200 | ) | (31 | ) | (365 | ) | ||||||||
| Other, net |
(50 | ) | 370 | (124 | ) | 385 | ||||||||||
| Net Cash Provided by Operating Activities |
1,361 | 1,155 | 3,148 | 3,189 | ||||||||||||
| Investing Activities | ||||||||||||||||
| Capital expenditures |
(184 | ) | (249 | ) | (603 | ) | (584 | ) | ||||||||
| Acquisitions and disposal of businesses, net |
(16 | ) | (901 | ) | (173 | ) | (3,262 | ) | ||||||||
| Other, net |
193 | 58 | 109 | 28 | ||||||||||||
| Net Cash Used in Investing Activities |
(7 | ) | (1,092 | ) | (667 | ) | (3,818 | ) | ||||||||
| Financing Activities | ||||||||||||||||
| Increase (decrease) in borrowings, net |
(483 | ) | 594 | (36 | ) | 1,664 | ||||||||||
| Dividends paid on Common Stock |
(249 | ) | (208 | ) | (705 | ) | (625 | ) | ||||||||
| Repurchase of Common Stock |
(580 | ) | (385 | ) | (1,330 | ) | (760 | ) | ||||||||
| Other, net |
(43 | ) | 57 | 195 | 214 | |||||||||||
| Net Cash (Used In)/ Provided by Financing Activities |
(1,355 | ) | 58 | (1,876 | ) | 493 | ||||||||||
| Effect of foreign exchange rates |
32 | (4 | ) | 62 | (27 | ) | ||||||||||
| Net increase (decrease) in cash and cash equivalents |
31 | 117 | 667 | (163 | ) | |||||||||||
| Cash and cash equivalents - beginning of period |
2,883 | 1,985 | 2,247 | 2,265 | ||||||||||||
| Cash and cash equivalents - end of period |
$ | 2,914 | $ | 2,102 | $ | 2,914 | $ | 2,102 | ||||||||
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 revenue 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 2006 include approximately $25 million from the sale of a partnership interest in an engine program at Pratt Canada, $25 million from the sale of marketable securities, approximately $80 million from the settlement of Pratt collaboration programs, approximately $60 million pretax gain realized on the sale of a partnership interest in Scroll Technologies, and approximately $60 million of interest income related to the final ruling on the 1994 – 1999 U.S. federal tax audits. Non-recurring revenues that are not included in organic growth in 2005 include approximately $45 million of interest income related to 1994 – 1999 U.S. federal tax audits and approximately $105 million investment gain (approximately $30 million recorded in the first quarter). Constant currency represents reported revenues or operating profit less the impact of foreign currency translation. |