Like many defense contractors, the Corporation has received allegations from the U.S. Government that some contract prices should be reduced because cost or pricing data submitted in negotiation of the contract prices may not have been in conformance with government regulations.  The Corporation has made voluntary refunds in those cases it believes appropriate, has settled some allegations, and does not believe that any further price reductions that may be required will have a material effect upon its financial position, results of operations or cash flows.

    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.  See Item 3 - Legal Proceedings on page 8 of this Form 10-K and Note 14 of Notes to Consolidated Financial Statements on page 24 of the Corporation’s 2001 Annual Report to Shareowners for further discussion.  If the Corporation or one of its business units were charged with wrongdoing as a result of any of these investigations, it 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 conducts its businesses through subsidiaries and affiliates worldwide, some of which have significant minority interests.  Changes in legislation or government policies can have an impact on the Corporation’s worldwide operations.  For example, governmental regulation of refrigerants is important to Carrier’s businesses, while government safety regulations, restrictions on aircraft engine noise and emissions and government procurement practices can impact the Corporation’s aerospace and defense businesses.  The Corporation’s international operations are also subject to changes in local government regulations and policies, including those related to investments, exchange controls and repatriation of earnings.  Some foreign customers in the Corporation’s aerospace and defense businesses may require counter-purchase or offset arrangements as a condition to a sale, such as requiring the Corporation to purchase supplies in the customer’s country or to participate in manufacturing and financial support projects.

    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.  The Corporation has incurred and will likely continue to incur liabilities under various state and federal statutes for the cleanup of pollutants previously released into the environment.  The Corporation does not anticipate that compliance with current provisions relating to the protection of the environment or that any payments it may be required to make for these cleanup liabilities will have a material adverse effect upon its cash flows, competitive position, financial position or results of operations.  (Environmental matters are further addressed in Management's Discussion and Analysis of Results of Operations and Financial Position on page 8 and Notes 1 and 14 of Notes to Consolidated Financial Statements on pages 16 and 24 of the Corporation's 2001 Annual Report to Shareowners.)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

- 15 -

REPORT OF INDEPENDENT ACCOUNTANTS ON

FINANCIAL STATEMENT SCHEDULE

To the Board of Directors
     of United Technologies Corporation

Our audits of the consolidated financial statements referred to in our report dated  January 17, 2002, appearing in the 2001 Annual Report to Shareowners of United Technologies Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a)(2) of this Form 10-K.  In our opinion, the Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
 

    S-I

UNITED TECHNOLOGIES CORPORATION AND SUBSIDIARIES
Schedule II - Valuation and Qualifying Accounts
Three Years Ended December 31, 2001
(Millions of Dollars)

Allowances for Doubtful Accounts and Other Customer Financing Activity:

Balance December 31, 1998		$	395
	Provision charged to income		46
	Doubtful accounts written off (net)		(14)
	Other adjustments		56
Balance December 31, 1999			483
	Provision charged to income		41
	Doubtful accounts written off (net)		(27)
	Other adjustments		(6)
Balance December 31, 2000			491
	Provision charged to income		93
	Doubtful accounts written off (net)		(59)
	Other adjustments		(33)
Balance December 31, 2001		$	492
			=====
Future Income Tax Benefits - Valuation allowance:
Balance December 31, 1998		$	219
	Additions charged to income tax expense		70
	Reductions credited to income tax expense		(56)
Balance December 31, 1999			233
	Additions charged to income tax expense		24
	Reductions credited to income tax expense		(49)
Balance December 31, 2000			208
	Additions charged to income tax expense		66
	Reductions credited to income tax expense		(94)
Balance December 31, 2001		$	180
			=====

S-II

CONSENT OF INDEPENDENT ACCOUNTANTS

            We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-60276 and 333-51830), in the Registration Statement on Form S-4 (No. 333-77991) as amended by Post-Effective Amendment No. 1 on Form S-8 (No. 333-77991-01), and in the Registration Statements on Form S-8 (Nos. 333-21853, 333-18743, 333-21851, 33-57769, 33-45440, 33-11255, 33-26580, 33-26627, 33-28974, 33-51385, 33-58937, 2-87322, 333-77817 and 333-82911) of United Technologies Corporation of our report dated January 17, 2002 relating to the financial statements, which appears in the 2001 Annual Report to Shareowners, which is incorporated by reference in this Annual Report on Form 10-K.   We also consent to the incorporation by reference of our report dated January 17, 2002 on the Financial Statement Schedule, which appears on page S-I of this Form 10-K. 

F-I

EXHIBIT 10.17

UNITED TECHNOLOGIES CORPORATION AND SUBSIDIARIES

Nonemployee Director Stock Option Plan

 Amendment 3

Whereas, the United Technologies Corporation Nonemployee Director Stock Option Plan (the “Plan”) prohibits the transfer or assignment of stock option awards other than by operation of the laws of descent and distribution; and

Whereas, the Board of Directors wishes to permit the transfer and assignment of stock option awards for the benefit of the immediate family members of Stock Option Award recipients;

Now therefore, the following provisions of the Plan are hereby amended, effective December 4, 2001:

1. Section 6 (d) is amended and restated as follows:

(d) Restrictions on Transfer.  An Option shall not be transferable by the recipient and shall be exercisable during the lifetime of the recipient only by the recipient or the recipient’s legal representative subject to the following exceptions: (i) Options may be transferred by operation of the recipient’s will or by the laws of descent and distribution; and (ii) options may be transferred by gift to an immediate family member of the recipient and subsequently exercised by such immediate family member.  Immediate family member means: the spouse, parent, sibling, child, stepchild, niece, nephew or grandchild of the recipient; a trust in which these persons have more than 50% of the beneficial interest; a foundation controlled by these persons; or other entity in which these persons own more than 50% of the beneficial or voting interests.  Transfers of options to immediate family members will not be effective until the Corporate Secretary receives and approves the transfer agreement.  In the event that an Option is exercised by an executor or administrator of the estate of a deceased recipient, or by a transferee of the Options, the Corporation shall be under no obligation to issue the shares of Common Stock unless and until the Corporation is satisfied that the person exercising the Option is the duly appointed representative of the recipient’s estate or the proper transferee of the Options, as the case may be.

2. Section 10 (b) of the Plan is amended and restated as follows:

(b) Restrictions on Assignment.  Except as permitted under Section 6 (d): (i) the rights and benefits of a Nonemployee Director under the Plan may not be assigned or transferred, in whole or in part, whether directly or by operation of law or otherwise, including by execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner; and (ii) any such attempt to assign a recipient’s interest in any Options awarded hereunder (whether voluntary or involuntary) shall be void and without force or effect.

 UNITED TECHNOLOGIES CORPORATION

ATTEST:

EXHIBIT 11

UNITED TECHNOLOGIES CORPORATION AND SUBSIDIARIES
Statement Re: Computation of Per Share Earnings

For the Five Years Ended December 31, 2001
(Millions of Dollars, except per share amounts)

EXHIBIT 12

 UNITED TECHNOLOGIES CORPORATION AND SUBSIDIARIES
Statement Re: Computation of Ratios

(Millions of Dollars)

* Reasonable approximation of the interest factor.

EXHIBIT 13

FIVE YEAR SUMMARY

MANAGEMENT’S DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis of Results of Operations and Financial Position   The Corporation’s operations are classified into four principal segments: Otis, Carrier, Pratt & Whitney and Flight Systems. Otis and Carrier serve customers in the commercial and residential property industries. Carrier also serves commercial and transport refrigeration customers. Pratt & Whitney and the Flight Systems segment, which includes Sikorsky Aircraft (“Sikorsky”) and Hamilton Sundstrand, primarily serve commercial and government customers in the aerospace industry. The Corporation’s segment operating results are discussed in the Segment Review and Note 15 of the Notes to Consolidated Financial Statements.

Business Environment   As worldwide businesses, the Corporation’s operations are affected by global, regional and industry economic and political factors. However, the Corporation’s geographic and industry diversity has helped limit the impact of any one industry or the economy of any single country on the consolidated results. The downturn in the North American economy in 2001, including conditions
in the commercial airline industry, global refrigeration industry, and commercial heating, ventilating and air conditioning markets, had a negative impact on the Corporation’s consolidated results and will continue to present challenges to its businesses.
      The Corporation’s growth strategy contemplates acquisitions in its core businesses. The rate and extent to which acquired businesses are integrated and anticipated synergies or cost savings are achieved can affect the Corporation’s operations and results.
      Revenues from outside the U.S., including U.S. export sales, in dollars and as a percentage of total segment revenues, are as follows:

      As part of its globalization strategy, the Corporation has invested in businesses in certain countries, including Brazil, the People’s Republic of China, Russia, Argentina, India and South Korea, which carry higher levels of currency, political and economic risk. At December 31, 2001, the Corporation’s net investment in any one of these countries was less than 5% of consolidated equity.
      During 2001, the strength of the U.S. dollar in relation to Asian and European currencies had a negative impact on the translation of foreign-denominated operating results into U.S. dollars. In the fourth quarter of 2001, the euro began to recover in relation to the U.S. dollar, which continued to strengthen in relation to Asian currencies.

OTIS is the world’s largest elevator and escalator manufacturing, installation and service company. It serves an international customer base, principally in commercial real estate. In 2001, 76% of its revenues were generated outside the U.S. Otis’ results can be impacted by various economic factors, including fluctuations in commercial construction (which can affect new equipment installations and service contract revenues), labor costs (which can impact service margins on installed elevators and escalators), interest rates, foreign currency exchange rates and raw material costs.
      During 2001, U.S. office building construction starts continued to decline from their 1998 peak, but remained at historically high levels. Construction order activity slowed and national office vacancy rates increased slightly, as market conditions softened.

CARRIER is the world’s largest manufacturer of commercial and residential heating, ventilating and air conditioning (“HVAC”) systems and equipment. Carrier is also a leading producer of commercial and transport refrigeration equipment and provides aftermarket services and components for its products and those of other manufacturers in both the HVAC and refrigeration industries. During 2001, 47% of Carrier’s revenues were generated outside the U.S. and by U.S. exports. Carrier’s results can be impacted by a number of external factors, including commercial and residential construction activity, production and utilization of transport equipment, weather conditions, fuel prices, interest rates and foreign currency exchange rates.
      During 2001, U.S. commercial construction starts decreased and investment in replacement refrigeration and HVAC equipment declined compared to 2000. The weakness in the North American transport refrigeration market continued in 2001, despite stabilizing fuel prices and favorable trends in interest rates. A warmer summer selling season in many regions of the U.S. and strength in housing starts favorably impacted North American residential operations during a portion of the year and international construction markets remained strong. Declines in economic activity following the September 2001 attacks are expected to continue this year’s trend of declining North American HVAC sales into 2002.

PRATT & WHITNEY and the FLIGHT SYSTEMS segments comprise the Corporation’s aerospace businesses and produce commercial and government aerospace and defense products. The financial performance of these segments is directly tied to the aerospace and defense industries. Traffic growth, load factors, worldwide airline profits, influenced in part by fuel prices and labor issues, and general economic activity have been reliable indicators for new aircraft and aftermarket orders. Spare part sales and aftermarket service trends can be impacted by many factors, including usage, pricing, regulatory changes and retirement of older aircraft. Performance in the general aviation sector has been closely tied to the overall health of the economy and is positively correlated to corporate profits.
      During 2001, airline operations were negatively impacted by the disruption caused by the September 2001 attacks and the downturn in the North American economy. These conditions have resulted in reduced flight schedules worldwide, an increased number of idle aircraft, workforce reductions and declining financial performance within the airline industry, as well as an industry-wide request for government financial assistance. The airlines and aircraft manufacturers have continued to reduce their supplier bases and seek lower cost packages. These conditions have resulted in decreased commercial aerospace volume and orders in the Corporation’s aerospace businesses in 2001, which is expected to continue into 2002.
      The Corporation’s total sales to the U.S. Government increased in 2001 to $3,798 million or 14% of total sales, compared with $2,875 million or 11% of total sales in 2000 and $3,342 million or 14% of total sales in 1999. The defense portion of the Corporation’s aerospace businesses is affected by changes in market demand and the global political environment. The U.S. and European defense industries continue to reduce costs and consolidate in response to continued evaluation of global defense spending. Customers have continued their efforts to review and reprioritize research and procurement initiatives and foreign military programs have been delayed.

MANAGEMENT’S DISCUSSION AND ANALYSIS

PRATT & WHITNEY is among the world’s leading suppliers of commercial, general aviation and military aircraft engines. Pratt & Whitney provides spare parts and a full range of aftermarket and fleet management services for the engines it produces, along with power generation and rocket propulsion systems. These products and services are regulated by strict safety and performance standards, particularly in the commercial engine business. These standards can create uncertainty regarding the profitability of commercial engine programs. Pratt & Whitney is responding to market pressures by diversifying its product base for large commercial engines from the wide-bodied aircraft market to include engines designed specifically for the narrow-bodied aircraft market. In addition, the aftermarket business is being impacted by technological improvements to newer generation engines that increase reliability and by increased competition. In response to these market factors, Pratt & Whitney continues to pursue ventures to share in new engine program development and aftermarket growth opportunities. Pratt & Whitney continues to enhance its aftermarket business through acquisitions and repositioning actions aimed at improving efficiency.
      Pratt & Whitney provides engines and aftermarket products and services to both U.S. and foreign governments. Pratt & Whitney’s engines have been selected to power the Air Force’s F22 and Joint Strike Fighter aircraft. The Joint Strike Fighter program is intended to lead to the development of a single aircraft, with configurations for conventional and short take off and landing, for the U.S. Navy, Air Force and Marine Corps and the United Kingdom Royal Navy.

FLIGHT SYSTEMS SEGMENT provides global products and service through Hamilton Sundstrand and Sikorsky. Hamilton Sundstrand provides aerospace and industrial products and aftermarket services for diversified industries worldwide. Aerospace products include aircraft power generation management and distribution systems, and environmental, flight and fuel control systems. Hamilton Sundstrand has been responding to industry pressures by focusing on development of new product and service offerings, acquisitions and actions aimed at improving efficiency and aftermarket growth opportunities.
      Sikorsky is one of the world’s largest manufacturers of commercial and military helicopters, and provides aftermarket products and services. It has responded to continued overcapacity among helicopter manufacturers by improving its cost structure, expanding the capabilities of its existing products and developing new product and service offerings. Sikorsky is leading an international team in developing the S/H-92, a large cabin derivative of the Black Hawk. In its government business, Sikorsky will continue to supply Black Hawk helicopters and derivatives thereof to the U.S. and foreign governments under contracts extending into 2004. A Sikorsky-Boeing joint venture is also under contract with the U.S. Army to develop the RAH-66 Comanche, thirteen of which are contracted for delivery in 2004-2005 under the current phase of the program.

Results of Continuing Operations

     Consolidated revenues increased 5% in 2001 and 10% in 2000. Excluding the unfavorable impact of foreign currency translation, consolidated revenues increased 7% in 2001 and 13% in 2000. Sales growth in 2001 reflects growth in the base businesses of Pratt & Whitney, Flight Systems and Otis and acquisitions at Carrier. The sales growth in 2000 reflects the impact of acquisitions as well as growth at Otis and Carrier, which more than offset a decrease at Pratt & Whitney.
      Financing revenues and other income, net, increased $34 million and $94 million in 2001 and 2000, respectively. The 2001 increase reflects interest income associated with the favorable settlement of certain prior year tax audits. In 2000, interest income on prior period income tax credits resulting from an industry related court decision and modification of a product support agreement contributed to the increase.

     Gross margin decreased in 2001 to 26.9% from 27.6% in 2000. The 2001 decrease is due primarily to restructuring and related charges of $224 million recorded in cost of sales in 2001. Gross margin increased 3.9 percentage points in 2000 due primarily to restructuring and other charges of $865 million recorded in cost of sales in 1999. Excluding restructuring, gross margin increased one-tenth and two-tenths of a percentage point in 2001 and 2000, respectively, reflecting savings from prior restructuring actions that were partially offset by associated costs not originally accruable.

     Research and development spending decreased $48 million (4%) in 2001 and increased $10 million (1%) in 2000. The 2001 decrease is due primarily to decreased spending at Pratt & Whitney due to timing of development schedules. The increase in 2000 is primarily due to the inclusion of the operations of Sundstrand in the Flight Systems segment since its acquisition in the second quarter of 1999. The above years include the Corporation’s continued funding of research and development at its fuel cell unit. Total research and development expenses in 2002 are expected to approximate 2001 levels.

     Selling, general and administrative expenses as a percentage of sales remained flat in 2001 and decreased 1 percentage point in 2000. The 2001 amount reflects $124 million of charges associated with 2001 restructuring actions. Excluding 2001 restructuring charges, selling, general and administrative expenses as a percent of sales decreased five-tenths of a percentage point in 2001. The decreases in 2001 and 2000 reflect savings resulting from prior cost reduction actions, partially offset by the impact of acquisitions, primarily at Carrier.

MANAGEMENT’S DISCUSSION AND ANALYSIS

     Interest expense increased 12% in 2001 and 47% in 2000. The 2001 increase is primarily related to the October 2001 issuance of $400 million of 4.875% notes, the February 2001 issuance of $500 million of 6.35% notes, and the November 2000 issuance of $500 million of 7.125% notes. The 2000 increase reflects the 1999 issuances of an aggregate of $1.725 billion notes at interest rates ranging from 6.4% to 7.5%, and an increased level of foreign borrowings. These increases were partially offset by debt repayments of $354 million in 2001 and $435 million in 2000. Interest expense in 2002 is expected to remain comparable to 2001.

     The average interest rate during the year on total debt exceeded that of short-term borrowings due to lower interest rates on commercial paper. The weighted-average interest rate applicable to debt outstanding at December 31, 2001 was 5.6% for short-term borrowings and 6.8% for total debt.

     The 2001 effective tax rate reflects the impact of the favorable settlement of certain prior year tax audits. The 2000 effective tax rate includes the impact of two discrete items: the revaluation of the Corporation’s state deferred tax asset resulting from the enactment of Connecticut tax law changes and the benefits from income tax credits for prior periods associated with an industry related court decision. Excluding the favorable settlement in 2001 of certain prior year tax audits and the discrete tax items in 2000 discussed above, the effective tax rate for 2001 decreased to 30.0% from 30.5% in 2000. The Corporation has continued to lower its effective tax rate by implementing tax reduction strategies.
      The Internal Revenue Service is reviewing the Corporation’s claims for prior periods’ benefits as part of its routine examinations of the Corporation’s income tax returns and any additional impact on the Corporation’s liability for income taxes cannot presently be determined.
      The future tax benefit arising from net deductible temporary differences and tax carryforwards is $2,583 million. The net deductible temporary differences relate to expenses recognized for financial reporting purposes, which will result in tax deductions over varying future periods. Management believes that the Corporation’s earnings during the periods when the temporary differences become deductible will be sufficient to realize the related future income tax benefits. While some tax credit and loss carryforwards have no expiration date, certain foreign and state tax loss carryforwards arise in a number of different tax jurisdictions with expiration dates beginning in 2002. For those jurisdictions where the expiration date or the projected operating results indicate that realization is not likely, a valuation allowance has been provided.
      For additional discussion of income taxes, see Note 9 of the Notes to Consolidated Financial Statements.

Business Acquisitions   During 2001, the Corporation invested $525 million, including debt assumed, in the acquisition of more than 30 businesses. Those investments included Pratt & Whitney and Hamilton Sundstrand’s acquisitions of aerospace aftermarket businesses and a number of small acquisitions in the commercial businesses. During 2000, the Corporation invested $1,340 million, including debt assumed, in business acquisitions. That amount includes Carrier’s purchase of Specialty Equipment Companies for $708 million in the fourth quarter of 2000. For additional discussion of 2001 acquisitions, see Liquidity and Financing Commitments and Note 2 of the Notes to Consolidated Financial Statements.
      Effective July 1, 2001, the Corporation adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141 “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets” applicable to business combinations completed after June 30, 2001. Effective January 1, 2002, additional provisions of SFAS Nos. 141 and 142, relating to business combinations completed prior to June 30, 2001, are effective for the Corporation. These standards require the use of the purchase method of accounting for business combinations, set forth the accounting for the initial recognition of acquired intangible assets and goodwill, and describe the accounting for intangible assets and goodwill subsequent to initial recognition. Under the provisions of these standards, intangible assets deemed to have indefinite lives and goodwill are no longer subject to amortization. All other intangible assets are to be amortized over their estimated useful lives. Intangible assets and goodwill are subject to annual impairment testing using the specific guidance and criteria described in the standards.
      The impact of goodwill amortization recorded in the Corporation’s segments, and the effect that discontinuing amortization would have on certain income statement amounts is as follows:

For additional discussion, see Notes 1 and 2 of the Notes to Consolidated Financial Statements.

Dispositions of Businesses   In May 1999, the Corporation sold its UT Automotive unit to Lear Corporation for $2.3 billion, which resulted in an after-tax gain of $650 million. UT Automotive results, through the date of disposition, appear as income from operations of the discontinued UT Automotive unit in the Consolidated Statement of Operations.

Restructuring and Other Costs
2001 Actions   As described in Note 11 of the Notes to Consolidated Financial Statements, during the second half of 2001, the Corporation recorded pre-tax restructuring and related charges of $348 million associated with ongoing efforts to reduce costs in its segments in a continually challenging business environment and to address current conditions in the commercial airline industry. The restructuring actions focus principally on improving the overall level of organizational efficiency and consolidation of manufacturing, sales and service facilities. These charges were recorded in the Corporation’s segments as follows: Otis $83 million, Carrier $172 million, Pratt & Whitney $63 million and Flight Systems $30 million. The charges include accruals of $256 million for severance and related employment termination costs, $53 million for asset write-downs and $19 million for facility exit and lease termination costs.
      The amounts include $224 million recorded in cost of sales and $124 million in selling, general and administrative expenses, and relate to net workforce reductions of approximately 8,700 salaried and hourly employees, the elimination of approximately 2.3 million square feet of facilities and the disposal of assets associated with exited facilities. Savings are expected to build over a two-year period resulting in recurring pre-tax savings of approximately $300 million and are expected to mitigate the effects of lower commercial aerospace volume.
      Approximately 70% of the total pre-tax charge will require cash payments, which will be funded by cash generated from operations. During the year, the Corporation incurred pre-tax cash outflows of approximately $86 million associated with this program. As of December 31, 2001, approximately 4,600 positions were eliminated. The balance of the workforce and facility related cost reduction actions are targeted to be completed in 2002. As of December 31, 2001 approximately $180 million of severance and related costs and $17 million of facility exit and lease termination accruals remain.

1999 Actions   As described in Note 11 of the Notes to Consolidated Financial Statements, the Corporation’s 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 interests, 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. Those amounts were recorded at each of the Corporation’s segments as follows: Otis $186 million, Carrier $196 million, Pratt & Whitney $534 million, Flight Systems $161 million and other $43 million.
      Under the terms of a new, three-year collective bargaining agreement signed in December 2001, Pratt & Whitney agreed to retain certain part repair work within the bargaining unit, absent unanticipated changes in business conditions. This resolved a disagreement concerning a restructuring related relocation of work that was the subject of a February 2001 injunction. Resolution of this matter did not materially impact the Corporation’s restructuring program.
      In addition to the actions discussed above, during 2001, the Corporation incurred and recognized $134 million of additional costs associated with the 1999 actions, that were not accruable or contemplated when the 1999 actions were initiated. In the current year, the Corporation has incurred pre-tax cash outflows of approximately $217 million associated with the 1999 program accruals and additional costs. Those additional costs have been more than offset by savings relating to this program and adjustments to the 1999 restructuring liability. Recurring savings, associated primarily with a net reduction in workforce and facility closures, are expected to increase through 2002 to approximately $750 million pre-tax annually, primarily benefiting cost of sales.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Segment Review

     Revenues, operating profits and operating profit margins of the Corporation’s principal segments include the results of all majority-owned subsidiaries, consistent with the management reporting of these businesses. For certain of these subsidiaries, minority shareholders have rights which overcome the presumption of consolidation. In the Corporation’s consolidated results, these subsidiaries are accounted for using the equity method of accounting.

2001 Compared to 2000
OTIS revenues increased $185 million (3%) in 2001. Excluding the unfavorable impact of foreign currency translation, 2001 revenues increased 7%, reflecting increases in all regions and growth in both new equipment and service sales. The negative foreign currency impact was primarily due to the strengthening of the U.S. dollar in relation to European and Asian currencies.
      Otis operating profits increased $49 million (6%) in 2001. Excluding 2001 restructuring charges and the unfavorable impact of foreign currency translation, operating profits increased 20%, reflecting profit improvements in all regions resulting from volume increases and cost reduction actions.

CARRIER revenues increased $465 million (6%) in 2001. Excluding the unfavorable impact of foreign currency translation, 2001 revenues increased 8% almost entirely due to acquisitions, including the acquisition of Specialty Equipment Companies during the fourth quarter of 2000, and growth in the European and Asian HVAC markets. The improvements were largely offset by continued weakness in several of the global refrigeration businesses. The negative foreign currency impact was primarily due to the strength of the U.S. dollar in relation to Asian and European currencies.
      Carrier operating profits decreased $205 million (26%) compared to 2000 in part due to 2001 restructuring charges of $172 million. Excluding 2001 restructuring charges and the unfavorable impact of foreign currency translation, operating profits decreased 1%. The decrease is primarily due to poor market conditions in refrigeration, North American commercial HVAC and Latin America, as well as performance issues in some of the acquired entities, particularly global refrigeration businesses. The 2001 operating profit decrease was partially offset by the acquisition of Specialty Equipment Companies in the fourth quarter of 2000 and the performance in Carrier’s European and Asian HVAC businesses.

PRATT & WHITNEY revenues increased $313 million (4%) in 2001. The increase was due primarily to increased shipments of industrial gas turbines at Pratt & Whitney Power Systems and higher volume in the small engine business at Pratt & Whitney Canada, partially offset by lower commercial aerospace aftermarket volume in the fourth quarter of 2001.
      Pratt & Whitney operating profits increased $108 million (9%) in 2001. Excluding 2001 restructuring charges, operating profit increased 14%, reflecting favorable volume at Pratt & Whitney Canada and Pratt & Whitney Power Systems and cost reduction actions throughout the segment. These increases are partially offset by lower commercial aerospace aftermarket volume in the fourth quarter.

FLIGHT SYSTEMS revenues increased $300 million (6%) in 2001. The increase was due primarily to increased original equipment sales and aftermarket revenues at Hamilton Sundstrand’s aerospace business and increased helicopter shipments at Sikorsky. Flight Systems operating profits increased $56 million (9%) in 2001. Excluding 2001 restructuring charges, operating profits increased 14% in 2001, reflecting growth in Hamilton Sundstrand’s aerospace business and increased helicopter shipments at Sikorsky.

2000 Compared to 1999
OTIS revenues increased $499 million (9%) in 2000. Excluding the unfavorable impact of foreign currency translation, 2000 revenues increased 14%, reflecting the impact of the acquisition of LG Industrial Systems’ Building Facilities Group in the fourth quarter of 1999 and increased sales in all regions, led by North America where construction activity remained strong.
      Otis operating profits increased $305 million (62%) in 2000 largely due to restructuring charges of $186 million recorded during 1999. Excluding restructuring charges and the unfavorable impact of foreign currency translation, operating profits increased 27%, reflecting profit improvements in all regions resulting from cost reduction actions as well as the impact of the acquisition of LG Industrial Systems’ Building Facilities Group.

CARRIER revenues increased $1,077 million (15%) in 2000. Excluding the unfavorable impact of foreign currency translation, 2000 revenues increased 17%, reflecting the impact of the acquisitions of International Comfort Products (“ICP”) during the third quarter of 1999 and the commercial refrigeration business of Electrolux AB early in 2000, as well as growth in the North American commercial businesses. A decline in the North American truck/trailer transport refrigeration operation associated with higher fuel prices and interest rates partially offset the increase.
      Carrier operating profits increased $336 million (73%) compared to 1999 in part due to 1999 restructuring charges of $196 million. Excluding restructuring charges and the unfavorable impact of foreign currency translation, operating profits increased 24%. That increase is primarily due to the impact of the acquisition of ICP and improved operating performance in the North American commercial and residential HVAC businesses. The increase was partially offset by a decrease in the North American truck/trailer transport refrigeration operation associated with higher fuel prices and interest rates and by the transaction impact of a weaker euro.

PRATT & WHITNEY revenues decreased $308 million (4%) in 2000. The decrease was due primarily to fewer commercial and large military engine shipments and lower revenues in government funded development programs, partially offset by higher sales in the small engine business at Pratt & Whitney Canada.
      Pratt & Whitney operating profits increased $566 million (89%) in 2000, primarily due to 1999 restructuring and other charges of $534 million. Excluding restructuring and other charges, operating profit increased 3%, reflecting improved performance and lower costs in the commercial engine business, favorable volume at Pratt & Whitney Canada and a slight increase in the aftermarket businesses, due primarily to military spares. Those increases were partially offset by lower military engine volume.

FLIGHT SYSTEMS revenues increased $1,182 million (31%) and operating profits increased $367 million in 2000. Both increases are largely the result of including the full year results of Sundstrand, acquired in the second quarter of 1999. Revenues also include growth at Sikorsky associated with increased helicopter shipments. Operating profit also increased due to 1999 restructuring and other charges of $161 million.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Liquidity and Financing Commitments

     Management assesses the Corporation’s liquidity in terms of its 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, customer financing requirements, investments in businesses, dividends, Common Stock repurchases, adequacy of available bank lines of credit and the ability to attract long-term capital with satisfactory terms.
      Net cash provided by operating activities in 2001 was $2,885 million compared to $2,503 million in 2000. The increase resulted primarily from improved operating performance, partially offset by higher levels of working capital, due in part to investment in power generation assets. Pre-tax cash outflows associated with restructuring and other actions, including costs not accruable or contemplated when the actions were initiated, were $303 million in 2001 and $537 million in 2000.
      Cash used in investing activities was $1,277 million in 2001 compared to $2,101 million in 2000. The most significant components of investing cash flows are capital expenditures and business acquisitions. Capital expenditures decreased $144 million to $793 million in 2001 and are expected to decline in 2002, reflecting a reprioritization of capital projects. In 2001, the Corporation invested $525 million in the acquisition of businesses, consisting of $439 million of cash and $86 million of assumed debt, while in 2000 acquisitions totaled $1,340 million, consisting of $1,168 million of cash and $172 million of assumed debt.
      Customer financing activities used cash of $123 million in 2001, compared to $40 million in 2000, reflecting increased customer requirements for financing. While the Corporation expects that customer financing will be a net use of cash in 2002, actual funding is subject to usage under existing customer financing requirements. At December 31, 2001, the Corporation had financing and rental commitments of $1.6 billion related to commercial aircraft, of which as much as $272 million may be required to be disbursed in 2002. The Corporation may also arrange for third-party investors to assume a portion of its commitments. Refer to Note 4 of the Notes to Consolidated Financial Statements for additional discussion of the Corporation’s commercial aerospace industry assets and commitments.
      Financing cash outflows for 2001 and 2000 include the Corporation’s repurchase of 8.5 million and 13.6 million shares of Common Stock for $599 million and $800 million, respectively. Share repurchase 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 in each of the last three years. In June 2001, the Corporation announced that the Board of Directors authorized the repurchase of up to 20 million shares. The new authorization replaces previous share repurchase authority. At December 31, 2001, 15.8 million shares remained available for repurchase under the authorized program.
      At December 31, 2001, the Corporation had credit commitments from banks totaling $1.5 billion under a Revolving Credit Agreement, which serves as a back-up facility for issuance of commercial paper. At December 31, 2001, there were no borrowings under the Revolving Credit Agreement. In addition, at December 31, 2001, approximately $1.1 billion was available under short-term lines of credit with local banks at the Corporation’s various international subsidiaries.
      As described in Note 8 of the Notes to Consolidated Financial Statements, the Corporation issued $900 million and $500 million of long-term notes payable in 2001 and 2000, respectively. The proceeds of those issuances were used for the repayment of commercial paper during 2001, to finance acquisitions, including Specialty Equipment Companies in 2000, and for general corporate purposes, including repurchases of the Corporation’s Common Stock. At December 31, 2001, up to $1.6 billion of additional medium-term and long-term debt could be issued under shelf registration statements on file with the Securities and Exchange Commission.
      The Corporation contributed $247 million of Treasury Stock to its defined benefit pension plans in December 2001. An independent manager will be appointed with authority to hold and dispose of the shares from time to time in public markets or otherwise. An additional contribution may be made in 2002, reflecting a total authorization by the Board of Directors of $500 million. As of December 31, 2001, the total investment by the defined benefit pension plans in the Corporation’s securities, including the Treasury Stock transaction described above, is less than 3% of total plan assets.
      The Corporation’s shareowners’ equity is impacted by a variety of factors, including those items that are not reported in earnings but are reported directly in equity, such as foreign currency translation, minimum pension liability adjustments, unrealized holding gains and losses on available-for-sale securities and cash flow hedging transactions. The Corporation recorded an additional minimum pension liability of $1,070 million, including a net of tax charge to equity of $519 million, in its December 31, 2001 balance sheet, representing the Corporation’s unfunded accumulated benefit obligation. See the Consolidated Statement of Changes in Shareowners’ Equity for information on such non-shareowners’ changes.
      The Corporation believes that existing sources of liquidity are adequate to meet anticipated borrowing needs at comparable risk-based interest rates 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 levels. The anticipated level of debt to capital is expected to be sufficient to satisfy the Corporation’s various cash flow requirements, including acquisition spending and continued share repurchases.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Market Risk and Risk Management   The Corporation is exposed to fluctuations in foreign currency exchange rates, interest rates and commodity prices. To manage certain of those exposures, the Corporation uses derivative instruments, including swaps, forward contracts and options. Derivative instruments utilized by the Corporation in its hedging activities are viewed as risk management tools, involve little complexity and are not used for trading or speculative purposes. The Corporation diversifies the counterparties used and monitors the concentration of risk to limit its counterparty exposure.
      The Corporation has evaluated its exposure to changes in foreign currency exchange, interest rates and commodity prices in its market risk sensitive instruments, which are primarily cash, debt and derivative instruments, using a value at risk analysis. Based on a 95% confidence level and a one-day holding period, at December 31, 2001, the potential loss in fair value of the Corporation’s market risk sensitive instruments was not material in relation to the Corporation’s financial position, results of operations or cash flows. The Corporation’s calculated value at risk exposure represents an estimate of reasonably possible net losses based on historical market rates, volatilities and correlations and is not necessarily indicative of actual results. Refer to Notes 1, 8, 12 and 13 of the Notes to Consolidated Financial Statements for additional discussion of foreign exchange, interest rates and financial instruments.

FOREIGN CURRENCY EXPOSURES. The Corporation has a large volume of foreign currency exposures that result from its international sales, purchases, investments, borrowings and other international transactions. International segment revenues from continuing operations, including U.S. export sales, averaged approximately $14 billion over the last three years. The Corporation actively manages foreign currency exposures that are associated with committed foreign currency purchases and sales and other assets and liabilities created in the normal course of business at the operating unit level. Exposures that cannot be naturally offset within an operating unit to an insignificant amount are hedged with foreign currency derivatives. The Corporation also has a significant amount of foreign currency net asset exposures. Currently, the Corporation does not hold any derivative contracts that hedge its foreign currency net asset exposures but may consider such strategies in the future.
      The Corporation’s cash position includes amounts denominated in foreign currencies. The Corporation manages its worldwide cash requirements considering available funds among its many subsidiaries and the cost effectiveness with which these 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.

INTEREST RATE EXPOSURES. The Corporation’s long-term debt portfolio consists mostly of fixed-rate instruments. Due to recent declines in market interest rates, a portion of that portfolio is hedged with interest rate swaps. The hedges are designated as fair value hedges and the gains and losses on the swaps are reported in interest expense, reflecting that portion of interest expense at a variable rate. From time to time the Corporation issues commercial paper, which exposes the Corporation to changes in interest rates.

COMMODITY PRICE EXPOSURES. The Corporation is exposed to volatility in the prices of raw materials used in some of its products and uses forward contracts in limited circumstances to manage some of those exposures. The forward contracts are designated as hedges of the cash flow variability that results from the forecasted purchases. Gains and losses on those derivatives are deferred in shareowners’ equity to the extent they are effective as hedges and reclassified into cost of products sold in the period in which the hedged transaction impacts earnings.

Environmental Matters   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. As a result, the Corporation has established, and continually updates, policies relating to environmental standards of performance for its operations worldwide. The Corporation believes that expenditures necessary to comply with the present regulations governing environmental protection will not have a material effect upon its competitive position, financial position, results of operations or cash flows.
      The Corporation has identified approximately 465 locations, mostly in the United States, at which it may have some liability for remediating contamination. The Corporation does not believe that any individual location’s exposure will have a material effect on the results of operations of the Corporation. Sites in the investigation or remediation stage represent approximately 96% of the Corporation’s accrued environmental liability. The remaining 4% of the recorded liability consists of sites where the Corporation may have some liability but investigation is in the initial stages or has not begun.
      The Corporation has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA” or Superfund) at approximately 100 sites. The number of Superfund sites, in and of itself, does not represent a relevant measure of liability because the nature and extent of environmental concerns vary from site to site and the Corporation’s share of responsibility varies from sole responsibility to very little responsibility. In estimating its liability for remediation, the Corporation considers its likely proportionate share of the anticipated remediation expense and the ability of other potentially responsible parties to fulfill their obligations.
      At December 31, 2001, the Corporation had $456 million reserved for environmental remediation. Cash outflows for environmental remediation were $61 million in 2001, $54 million in 2000 and $36 million in 1999. The Corporation estimates that ongoing environmental remediation expenditures in each of the next two years will not exceed $60 million.
      The Corporation has had insurance in force over its history with a number of insurance companies and has pursued litigation seeking indemnity and defense under these insurance policies in relation to its environmental liabilities. In January 2002, the Corporation settled the last of these lawsuits under an agreement providing for the Corporation to receive payments totaling approximately $100 million.

MANAGEMENT’S DISCUSSION AND ANALYSIS

U.S. Government   The Corporation’s contracts with the U.S. Government are 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. In addition, the Corporation accrues for liabilities associated with those matters that are probable and can be reasonably estimated.
      Additional discussion of the Corporation’s environmental and U.S. Government contract matters is included in Notes 1 and 14 of the Notes to Consolidated Financial Statements.

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. In addition, the Corporation incurs discretionary costs to service its products in connection with product performance issues. The Corporation has accrued its estimated liability that may result under these guarantees and for service costs which are probable and can be reasonably estimated.

New Accounting Pronouncements   Effective January 1, 2001, the Corporation adopted Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. Additional discussion of the Corporation’s derivative and hedging activity is included in Notes 1 and 13 of the Notes to Consolidated Financial Statements.
      In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets.” Description of these standards is included in the “Business Acquisitions” discussion.
      In June 2001, SFAS No. 143, “Accounting for Asset Retirement Obligations” was issued. The standard requires that legal obligations associated with the retirement of tangible long-lived assets be recorded at fair value when incurred and will be effective for the Corporation on January 1, 2003. The Corporation is currently reviewing the provisions of SFAS No. 143 to determine the standard’s impact upon adoption.
      In August 2001, SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” was issued. This statement provides guidance on the accounting for the impairment or disposal of long-lived assets and was effective for the Corporation on January 1, 2002. Management believes that the adoption of SFAS No. 144 will not have a material impact on its consolidated financial position, results of operations or cash flows.

Euro Conversion   On January 1, 1999, the European Economic and Monetary Union entered a three-year transition phase during which the euro was introduced as a common currency in participating countries. The euro is currently used for wholesale financial transactions and will replace the legacy currencies that will be withdrawn between January 1, 2002 and July 1, 2002. The Corporation began preparing for transition to the euro in December 1996 and was substantially completed at the end of 2001.
      Management believes that the introduction of the euro, including the total costs for the conversion, will not have a material adverse impact on the Corporation’s financial position, results of operations or cash flows. However, uncertainty exists as to the effects the euro will have on the marketplace and there is no guarantee that all issues will be foreseen and corrected or that third parties will address the conversion
successfully.

Cautionary Note Concerning Factors That May Affect Future Results   This Annual Report 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 and integration into the Corporation’s businesses
• Product developments and new business opportunities
• Restructuring costs and savings
• The outcome of contingencies
• The transition to the use of the euro as a currency.

     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. 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-K, 10-Q and 8-K filed with the Securities and Exchange Commission from time to time. The Corporation’s Annual Report on Form 10-K for 2001 includes important information as to risk factors in the “Business” section under the headings “Description of Business by Segment” and “Other Matters Relating to the Corporation’s Business as a Whole,” and in the “Legal Proceedings” section.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS 

The financial statements of United Technologies Corporation and its subsidiaries are the responsibility of the Corporation’s management and have been prepared in accordance with generally accepted accounting principles in the United States of America.
      Management is responsible for the integrity and objectivity of the financial statements, including estimates and judgments reflected in them and fulfills this responsibility primarily by establishing and maintaining accounting systems and practices adequately supported by internal accounting controls. These controls are designed to provide reasonable assurance that the Corporation’s assets are safeguarded, that transactions are executed in accordance with management’s authorizations and that the financial records are reliable for the purpose of preparing financial statements. Self-monitoring mechanisms are also a part of the control environment whereby, as deficiencies are identified, corrective actions are taken. Even an effective internal control system, no matter how well designed, has inherent limitations including the possibility of the circumvention or overriding of controls and, therefore, can provide only reasonable assurance with respect to financial statement preparation and such safeguarding of assets. Further, because of changes in conditions, internal control system effectiveness may vary over time.
      The Corporation assessed its internal control system as of December 31, 2001. Based on this assessment, management believes the internal accounting controls in use provide reasonable assurance that the Corporation’s assets are safeguarded, that transactions are executed in accordance with management’s authorizations, and that the financial records are reliable for the purpose of preparing financial statements.
      Independent accountants are appointed annually by the Corporation’s shareowners to audit the financial statements in accordance with generally accepted auditing standards. Their report appears below. Their audits, as well as those of the Corporation’s internal audit department, include a review of internal accounting controls and selective tests of transactions.
      The Audit Committee of the Board of Directors, consisting of directors who are not officers or employees of the Corporation, meets regularly with management, the independent accountants and the internal auditors, to review matters relating to financial reporting, internal accounting controls and auditing.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareowners of United Technologies Corporation

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of changes in shareowners’ equity and of cash flows present fairly, in all material respects, the financial position of United Technologies Corporation and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Corporation’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Hartford, Connecticut
January 17, 2002

CONSOLIDATED STATEMENT OF OPERATIONS

See accompanying Notes to Consolidated Financial Statements

CONSOLIDATED BALANCE SHEET 

See accompanying Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENT OF CASH FLOWS 

See accompanying Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENT OF CHANGES IN SHAREOWNERS' EQUITY  

See accompanying Notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates.
      Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

CONSOLIDATION. The consolidated financial statements include the accounts of the Corporation and its controlled subsidiaries. Intercompany transactions have been eliminated.

CASH AND CASH EQUIVALENTS. Cash and cash equivalents includes cash on hand, demand deposits and short-term cash investments which are highly liquid in nature and have original maturities of three months or less.

ACCOUNTS RECEIVABLE. Current and long-term accounts receivable include retainage and unbilled costs of approximately $153 million and $169 million at December 31, 2001 and 2000, respectively. Retainage represents amounts which, pursuant to the contract, are not due until project completion and acceptance by the customer. Unbilled costs represent revenues that are not currently billable to the customer under the terms of the contract. These items are expected to be collected in the normal course of business. Long-term accounts receivable are included in Other assets in the Consolidated Balance Sheet.

MARKETABLE EQUITY SECURITIES. Equity securities that have a readily determinable fair value and management does not intend to hold are classified as available for sale and carried at fair value. Unrealized holding gains and losses are recorded as a separate component of shareowners’ equity, net of deferred income taxes.

INVENTORIES AND CONTRACTS IN PROGRESS. Inventories and contracts in progress are stated at the lower of cost or estimated realizable value and are primarily based on first-in, first-out (“FIFO”) or average cost methods; however, certain subsidiaries use the last-in, first-out (“LIFO”) method. Costs accumulated against specific contracts or orders are at actual cost. Materials in excess of requirements for contracts and current or anticipated orders have been reserved and written-off as appropriate.
      Manufacturing costs are allocated to current production and firm contracts. General and administrative expenses are charged to expense as incurred.

FIXED ASSETS. Fixed assets are stated at cost. Depreciation is computed over the assets’ useful lives generally using the straight-line method, except for aerospace assets acquired prior to January 1, 1999, which are depreciated using accelerated methods. The change to straight-line depreciation for aerospace assets did not have a material impact on the Corporation’s financial position, results of operations or cash flows.

GOODWILL AND OTHER INTANGIBLE ASSETS. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired companies and has generally been amortized using the straight-line method of amortization over periods ranging from 10 to 40 years. Effective July 1, 2001, the Corporation adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets,” applicable to business combinations completed after June 30, 2001. In accordance with these standards, goodwill acquired after June 30, 2001 was not amortized.
      During 2001, the Corporation evaluated potential impairment of goodwill on an ongoing basis and of other long-lived assets when appropriate. This evaluation compared the carrying value of an asset to the sum of its undiscounted expected future cash flows. If an asset’s carrying value exceeded the cash flows, the asset was written down to fair value.
      As of January 1, 2002, the remaining provisions of SFAS No. 141 and No. 142, are effective for the Corporation. These standards require the use of the purchase method of accounting for business combinations, set forth the accounting for the initial recognition of acquired intangible assets and goodwill, and describe the accounting for intangible assets and goodwill subsequent to initial recognition. Under the provisions of these standards intangible assets deemed to have indefinite lives and goodwill are no longer subject to amortization. All other intangible assets are to be amortized over their estimated useful lives. Intangible assets and goodwill are subject to annual impairment testing using the specific guidance and criteria described in the standards. This testing compares carrying values to fair values and when appropriate, the carrying value of these assets will be reduced to fair value.

REVENUE RECOGNITION. Sales under government and commercial fixed-price contracts and government fixed-price-incentive contracts are recorded at the time deliveries are made or, in some cases, on a percentage-of-completion basis. Sales under cost-reimbursement contracts are recorded as work is performed and billed. Sales of commercial aircraft engines sometimes require participation by the Corporation in aircraft financing arrangements; when appropriate, such sales are accounted for as operating leases. Sales under elevator and escalator installation and modernization contracts are accounted for under the percentage-of-completion method.
      Losses, if any, on contracts are provided for when anticipated. Loss provisions are based upon excess inventoriable manufacturing, engineering, estimated warranty and product guarantee costs over the net revenue from the products contemplated by the specific order. Contract accounting requires estimates of future costs over the performance period of the contract. These estimates are subject to change and result in adjustments to margins on contracts in progress.
      Service sales, representing aftermarket repair and maintenance activities, are recognized over the contractual period or as services are performed.

RESEARCH AND DEVELOPMENT. Research and development costs not specifically covered by contracts and those related to the Corporation-sponsored share of research and development activity in connection with cost-sharing arrangements are charged to expense as incurred.

HEDGING ACTIVITY. The Corporation uses derivative instruments, including swaps, forward contracts and options, to manage certain foreign currency, interest rate and commodity price exposures. Derivative instruments are viewed as risk management tools by the Corporation and are not used for trading or speculative purposes. Derivatives used for hedging purposes must be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.
      Effective January 1, 2001, the Corporation adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. The standard requires that all derivative instruments be recorded on the balance sheet at fair value. Derivatives used to hedge foreign-currency-denominated balance sheet items are reported directly in earnings along with offsetting transaction gains and losses on the items being hedged. Derivatives used to hedge forecasted cash flows associated with foreign currency commitments or forecasted commodity purchases are accounted for as cash flow hedges. Gains and losses on derivatives designated as cash flow hedges are recorded in other comprehensive income and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. The ineffective portion of all hedges, if any, is recognized currently in earnings.

ENVIRONMENTAL. 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. Accrued environmental liabilities are not reduced by potential insurance reimbursements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

ACQUISITIONS. The Corporation completed acquisitions in 2001, 2000, and 1999 for $525 million, $1,340 million, and $6,268 million, including debt assumed of $86 million, $172 million, and $900 million, respectively. The 2001 amount includes Hamilton Sundstrand’s acquisition of Claverham Group LTD, Hamilton Sundstrand’s and Pratt & Whitney’s acquisitions of aerospace aftermarket businesses and a number of small acquisitions in the commercial businesses. The 2000 amount includes the acquisition of Specialty Equipment Companies for $708 million, including debt assumed. The 1999 amount includes the acquisition of Sundstrand Corporation for approximately $4.3 billion, including debt assumed.
      The Corporation’s 1999 unaudited consolidated results of operations on a pro forma basis for the Sundstrand transaction, assuming it had occurred at the beginning of 1999 are: revenues of $24,996 million, net income of $1,558 million, net income per basic common share of $3.18 and net income per diluted common share of $2.99. The pro forma results are for information purposes only and are not necessarily indicative of the operating results that would have occurred had the Sundstrand acquisition been consummated at the beginning of the year or of future operating results. The 2001, 2000 and 1999 pro forma results for acquisitions other than Sundstrand, assuming those acquisitions had been made at the beginning of the year, would not be materially different from reported results.
      The assets and liabilities of the acquired businesses accounted for under the purchase method are 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 was recorded as an increase in goodwill of $307 million in 2001, $1,412 million in 2000, and $4,396 million in 1999. Goodwill resulting from business combinations completed prior to June 30, 2001 is being amortized over estimated useful lives that range from 10 to 40 years, and in accordance with the provisions of SFAS No. 142, goodwill resulting from business combinations completed after June 30, 2001 is not amortized. The results of operations of acquired businesses have been included in the Consolidated Statement of Operations beginning on the effective date of acquisition.
      The cost of acquisitions, including finalization of restructuring plans, and allocations of cost may require adjustment based upon information that may come to the attention of the Corporation which is not currently available.

DISPOSITIONS. In May 1999, the Corporation sold its UT Automotive unit to Lear Corporation for $2.3 billion, resulting in a $2.2 billion source of cash and a $650 million after tax gain. Related results, through the date of disposition, appear as income from operations of the discontinued UT Automotive unit in the Consolidated Statement of Operations for 1999. UT Automotive revenues prior to the disposition were $1,115 million in 1999.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

The Corporation has receivables and other financing assets with commercial aerospace industry customers totaling $1,438 million and $1,614 million at December 31, 2001 and 2000, net of allowances of $192 million and $226 million.
      Customer financing assets related to commercial aerospace industry customers consist of products under lease of $346 million and notes and leases receivable of $355 million. The notes and leases receivable are scheduled to mature as follows: $114 million in 2002, $109 million in 2003, $62 million in 2004, $20 million in 2005, $11 million in 2006 and $39 million thereafter.
      Financing commitments, in the form of secured debt, guarantees or lease financing, are provided to commercial aerospace customers. The extent to which the financing commitments will be utilized cannot currently be predicted, since customers may be able to obtain more favorable terms from other financing sources. The Corporation may also arrange for third-party investors to assume a portion of its commitments. If financing commitments are exercised, debt financing is generally secured by assets with fair market values equal to or exceeding the financed amounts with interest rates established at the time of funding. The Corporation also may lease aircraft and subsequently sublease the aircraft to customers under long-term noncancelable operating leases. In some instances, customers may have minimum lease terms, which result in sublease periods shorter than the Corporation’s lease obligation. Lastly, the Corporation has residual value and other guarantees related to various commercial aircraft engine customer financing arrangements. The estimated fair market values of the guaranteed assets equal or exceed the value of the related guarantees, net of existing reserves.
      The Corporation’s commercial aerospace financing and rental commitments as of December 31, 2001 were $1,264 million and are exercisable as follows: $197 million in 2002, $115 million in 2003, $80 million in 2004, $60 million in 2005, $60 million in 2006 and $752 million thereafter. The Corporation’s financing obligations with customers are contingent upon maintenance of certain levels of financial condition by the customers.
      In addition, the Corporation had net residual value and other guarantees of $161 million as of December 31, 2001.
      The Corporation has a 33% interest in International Aero Engines AG (“IAE”), an international consortium of four shareholders organized to support the V2500 commercial aircraft engine program. IAE may offer customer financing in the form of guarantees, secured debt or lease financing in connection with V2500 engine sales. At December 31, 2001, IAE had financing commitments of $897 million. The Corporation’s share of IAE’s financing commitments was approximately $291 million at December 31, 2001. In addition, IAE had lease obligations under long-term noncancelable leases of approximately $347 million through 2021 related to aircraft, which are subleased to customers under long-term leases. These aircraft have fair market values which approximate the financed amounts. The shareholders of IAE have guaranteed IAE’s financing arrangements to the extent of their respective ownership interests. In the event of default by a shareholder on certain of these financing arrangements, the other shareholders would be proportionately responsible.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Contracts in progress principally relate to elevator and escalator contracts and include costs of manufactured components, accumulated installation costs and estimated earnings on incomplete contracts.
      The Corporation’s sales contracts in many cases are long-term contracts expected to be performed over periods exceeding twelve months. Approximately 58% and 54% of total inventories and contracts in progress have been acquired or manufactured under such long-term contracts at December 31, 2001 and 2000, a portion of which is not scheduled for delivery under long-term contracts within the next twelve months.
      If inventories which were valued using the LIFO method had been valued under the FIFO method, they would have been higher by $103 million and $106 million at December 31, 2001 and 2000.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Depreciation expense was $616 million in 2001, $608 million in 2000 and $633 million in 1999.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

Short-term borrowings consist of the following:

     The weighted-average interest rates applicable to short-term borrowings outstanding at December 31, 2001 and 2000 were 5.6% and 7.7%. At December 31, 2001, approximately $1.1 billion was available under short-term lines of credit with local banks at the Corporation’s various international subsidiaries.
     At December 31, 2001, the Corporation had credit commitments from banks totaling $1.5 billion under a Revolving Credit Agreement, which serves as a back-up facility for issuance of commercial paper. There were no borrowings under the Revolving Credit Agreement at December 31, 2001.
      Long-term debt consists of the following:

     Principal payments required on long-term debt for the next five years are: $134 million in 2002, $138 million in 2003, $366 million in 2004, $35 million in 2005, and $695 million in 2006.
      In 2001, the Corporation entered into $325 million of interest rate contracts which swap fixed interest rates for floating rates. The expiration dates of the various contracts are tied to scheduled debt payment dates and extend to 2004.
      The Corporation issued a total of $900 million and $500 million of notes in 2001 and 2000, respectively, under shelf registration statements previously filed with the Securities and Exchange Commission. The weighted-average interest rate on the 2001 notes is 5.694%. The 2000 notes carry an interest rate of 7.125%. Proceeds from the debt issuances were used for general corporate purposes, including repayment of commercial paper in 2001, financing a portion of the 2000 acquisition of Specialty Equipment Companies, funding other acquisitions and repurchasing the Corporation’s Common Stock.
      At December 31, 2001, up to $1.6 billion of additional medium-term and long-term debt could be issued under shelf registration statements on file with the Securities and Exchange Commission.
      The percentage of total debt at floating interest rates was 18% and 22% at December 31, 2001 and 2000.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   

Significant components of income tax provision (benefit) for each year are as follows:

     Future income taxes represent the tax effects of transactions which are reported in different periods for tax and financial reporting purposes. These amounts consist of the tax effects of temporary differences between the tax and financial reporting balance sheets and tax carryforwards. The tax effects of temporary differences and tax carryforwards which gave rise to future income tax benefits and payables at December 31, 2001 and 2000 are as follows:

     Current and non-current future income tax benefits and payables within the same tax jurisdiction are generally offset for presentation in the Consolidated Balance Sheet. Valuation allowances have been established primarily for tax credit and tax loss carryforwards to reduce the future income tax benefits to amounts expected to be realized.
      The sources of income from continuing operations before income taxes and minority interests are:

    United States income taxes have not been provided on undistributed earnings of international subsidiaries. The Corporation’s intention is to reinvest these earnings permanently or to repatriate the earnings only when it is tax effective to do so. Accordingly, the Corporation believes that any U.S. tax on repatriated earnings would be substantially offset by U.S. foreign tax credits.
      Differences between effective income tax rates and the statutory U.S. federal income tax rates are as follows:

    The 2001 effective tax rate includes the impact of the favorable settlement of certain prior year tax audits. Excluding this settlement, the 2001 effective tax rate was 30.0%.
      The 2000 effective tax rate includes the impact of two discrete items: the revaluation of the Corporation’s state deferred tax asset resulting from the enactment of the Connecticut tax law changes and the benefits of income tax credits for prior periods associated with an industry related court decision. Excluding the discrete items, the 2000 effective tax rate was 30.5%.
      The 1999 effective tax rate includes the impact of the Corporation’s 1999 restructuring actions. Excluding restructuring, the 1999 effective tax rate was 30.9%.
      Tax credit carryforwards at December 31, 2001 were $228 million of which $16 million expires from 2002-2005.
      Tax loss carryforwards, principally state and foreign, at December 31, 2001 were $722 million of which $420 million expire as follows: $156 million from 2002-2006, $158 million from 2007-2011, $106 million from 2012-2021.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   

The Corporation and its subsidiaries sponsor numerous domestic and foreign employee benefit plans. Those plans are discussed below.

EMPLOYEE SAVINGS PLANS. The Corporation and certain subsidiaries sponsor various employee savings plans. Total contribution expenses were $123 million, $107 million and $98 million for 2001, 2000 and 1999.
      The Corporation’s nonunion domestic employee savings plan uses an Employee Stock Ownership Plan (“ESOP”) for employer contributions. External borrowings, guaranteed by the Corporation and reported as debt in the Consolidated Balance Sheet, were used by the ESOP to fund a portion of its purchase of ESOP Stock from the Corporation. Each share of ESOP Stock is convertible into four shares of Common Stock, has a guaranteed value of $65, a $4.80 annual dividend and is redeemable at any time for $65 per share. Upon notice of redemption by the Corporation, the Trustee has the right to convert the ESOP Stock into Common Stock. Because of its guaranteed value, the ESOP Stock is classified outside of permanent equity.
      Shares of ESOP Stock are committed to employees at fair value on the date earned. The ESOP Stock’s cash dividends are used for debt service payments. Participants receive shares in lieu of the cash dividends. As debt service payments are made, ESOP Stock is released from an unreleased shares account. If share releases do not meet share commitments, the Corporation will contribute additional ESOP Stock, Common Stock or cash. At December 31, 2001, 6.5 million shares had been committed to employees, leaving 4.8 million shares in the ESOP Trust, with an approximate fair value of $1,235 million based on equivalent common shares.
      Upon withdrawal, shares of the ESOP Stock must be converted into the Corporation’s Common Stock or, if the value of the Common Stock is less than the guaranteed value of the ESOP Stock, the Corporation must repurchase the shares at their guaranteed value.

PENSION AND POSTRETIREMENT PLANS. The Corporation and its subsidiaries sponsor many domestic and foreign defined benefit pension and other postretirement plans with balances as follows:

     The pension funds are valued at September 30 of the respective years in the preceding table. The Corporation contributed $247 million of Treasury Stock to its pension plans in December 2001. Major assumptions used in the accounting for the employee benefit plans are shown in the following table as weighted-averages:

     For measurement purposes, a 7.5% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2001. The rate is assumed to remain at that level thereafter.

     The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $11,551 million, $10,596 million and $9,560 million, as of December 31, 2001 and $810 million, $653 million and $236 million, as of December 31, 2000.
      Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage-point change in assumed health care cost trend rates would change the accumulated postretirement benefit obligation as of December 31, 2001 by approximately $50 million. The effects of this change on the service expense and the interest expense components of the net postretirement benefit expense for 2001 would be $5 million.

LONG-TERM INCENTIVE PLANS. The Corporation has long-term incentive plans authorizing various types of market and performance based incentive awards, which may be granted to officers and employees. The 1989 Long-Term Incentive Plan provides for the annual grant of awards in an amount not to exceed 2% of the aggregate shares of Common Stock, treasury shares and potentially dilutive common shares for the preceding year. In addition, up to 4 million options on Common Stock may be granted annually under the Corporation’s Employee Stock Option Plan. The exercise price of stock options, set at the time of the grant, is not less than the fair market value per share at the date of grant. Options have a term of ten years and generally vest after three years.
     A summary of the transactions under all plans for the three years ended December 31, 2001 follows:

    Granted options in the above table include options issued in connection with business combinations. The 1999 grant amount includes the issuance of 2.6 million options associated with the purchase of Sundstrand in exchange for vested Sundstrand options.
      The Corporation applies APB Opinion 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its long-term incentive plans. Accordingly, no compensation cost has been recognized for its fixed stock options. The compensation (benefit) cost that has been recorded for stock-based performance awards was $(2) million, $10 million and $26 million for 2001, 2000 and 1999.
     The following table summarizes information about stock options outstanding (in thousands) at December 31, 2001:

     Had compensation cost for the Corporation’s stock-based compensation plans been determined based on the fair value at the grant date for awards under those plans consistent with the requirements of SFAS No. 123, “Accounting for Stock-Based Compensation,” the Corporation’s net income and earnings per share would have been reduced as follows:

     The fair value of each stock option grant has been estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

     The weighted-average grant date fair values of options granted during 2001, 2000 and 1999 were $24.83, $21.33 and $17.20.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

2001 ACTIONS. During the second half of 2001, the Corporation recorded pre-tax charges totaling $348 million associated with ongoing efforts to reduce costs in its segments in a continually challenging business environment and to address current conditions in the commercial aerospace industry. The actions focus principally on improving the level of organizational efficiency and consolidation of manufacturing, sales and service facilities. The charges were recorded in the Corporation’s segments as follows: Otis $83 million, Carrier $172 million, Pratt & Whitney $63 million and Flight Systems $30 million. The charges include accruals of $256 million for severance and related employment termination costs, $53 million for asset write-downs and $19 million for facility exit and lease termination costs.
      The amounts include $224 million recorded in cost of sales and $124 million in selling, general and administrative expenses, and relate to net workforce reductions of approximately 8,700 salaried and hourly employees, the elimination of approximately 2.3 million square feet of facilities and the disposal of assets associated with exited facilities.
      During 2001, approximately 4,600 positions were eliminated. The balance of the workforce and facility related cost reduction actions are targeted to be completed in 2002. As of December 31, 2001 approximately $180 million of severance and related costs and $17 million of facility exit and lease termination accruals remain.

1999 ACTIONS. During 1999, the Corporation’s segments initiated a variety of actions aimed at further strengthening their future profitability and competitive position. These actions were focused principally on rationalizing manufacturing processes and improving the level of organizational efficiency, including the removal of management layers, and facility closures and consolidation. Restructuring charges accrued in 1999 were $842 million before income taxes and minority interests and were planned to result in net reductions of approximately 15,000 salaried and hourly employees and approximately 8 million square feet of facilities.
      The 1999 accrued costs were recorded in the Corporation’s segments as follows: Otis $178 million, Carrier $182 million, Pratt & Whitney $345 million, Flight Systems $131 million and other $6 million. The 1999 accrued costs were recorded in cost of sales (87%) and selling, general and administrative expenses (13%).
      The following table summarizes the accrued costs associated with the 1999 restructuring actions by type and related activity through December 31, 2001:

     The adjustments to the 1999 restructuring liability result from completion of actions for amounts lower than originally estimated and revision of several of the original programs. These adjustments were more than offset by additional restructuring charges associated with the 1999 actions that were not accruable or contemplated when the actions were initiated, which totaled $134 million, $317 million and $141 million in 2001, 2000 and 1999.
      As of December 31, 2001, these actions have been completed, substantially as planned.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   

The Corporation conducts business in many different currencies and, accordingly, is subject to the inherent risks associated with foreign exchange rate movements. The financial position and results of operations of substantially all of the Corporation’s foreign subsidiaries are measured using the local currency as the functional currency. The aggregate effects of translating the balance sheets of these subsidiaries are deferred as a separate component of shareowners’ equity. The Corporation had foreign currency net assets in more than forty currencies, aggregating $3.7 billion and $3.2 billion at December 31, 2001 and 2000.
      At December 31, the Corporation had the following amounts related to foreign exchange contracts hedging foreign currency transactions:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   

The Corporation operates internationally and, in the normal course of business, is exposed to fluctuations in interest rates, foreign exchange rates and commodity prices. These fluctuations can increase the costs of financing, investing and operating the business. The Corporation manages its foreign currency transaction risks and some commodity exposures to acceptable limits through the use of derivatives designated as hedges.
      By nature, all financial instruments involve market and credit risks. The Corporation enters into derivative and other financial instruments with major investment grade financial institutions and has policies to monitor the credit risk of those counterparties. The Corporation limits counterparty exposure and concentration of risk by diversifying counterparties. The Corporation does not anticipate nonperformance by any of these counterparties.
      The adoption of SFAS No. 133 effective January 1, 2001 resulted in a $3 million pre-tax transition gain, recorded in “Financing revenues and other income, net” and reduced shareowners’ equity by $7 million, net of tax. The income statement gain recorded at transition was largely offset by a net loss in the first quarter of 2001 associated primarily with derivatives and embedded derivatives that are not designated as hedges and do not cover balance sheet exposures.
      During the year ended December 31, 2001, $55 million of net derivative losses were deferred in shareowners’ equity related to cash flow hedges and $32 million of accumulated derivative losses were reclassified out of shareowners’ equity into sales or cost of products sold. At December 31, 2001, the net accumulated derivative losses in shareowners’ equity were $23 million.
      Of the amount recorded in shareowners’ equity, a $28 million pre-tax loss is expected to be reclassified into sales or cost of products sold to reflect the fixed prices obtained from hedging within the next twelve months. Gains and losses recognized in earnings related to the discontinuance of cash flow hedges and ineffectiveness of cash flow hedges for the year ended December 31, 2001 were immaterial. All open derivative contracts mature by December 2005.
      The carrying amounts and fair values of financial instruments are as follows: