<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from____________________________to__________________________
Commission file number 1-812
UNITED TECHNOLOGIES CORPORATION
DELAWARE 06-0570975
One Financial Plaza, Hartford, Connecticut 06101
(860) 728-7000
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X . No .
At June 30, 1998 there were 228,029,546 shares of Common Stock outstanding.<PAGE>
<PAGE>
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
CONTENTS OF QUARTERLY REPORT ON FORM 10-Q
Quarter Ended June 30, 1998
Page
Part I - Financial Information
Item 1. Financial Statements:
Condensed Consolidated Statement of
Operations for the quarters ended June 30,
1998 and 1997 1
Condensed Consolidated Statement of
Operations for the six months ended June
30, 1998 and 1997 2
Condensed Consolidated Balance Sheet at June
30, 1998 and December 31, 1997 3
Condensed Consolidated Statement of Cash
Flows for the six months ended June 30,
1998 and 1997 4
Notes to Condensed Consolidated Financial
Statements 5
Report of Independent Accountants 8
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Position 9
Part II - Other Information
Item 1. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of
Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
Exhibit Index<PAGE>
<PAGE> 1
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Ended
June 30,
In Millions of Dollars (except per share amounts) 1998 1997
<S> <C> <C>
Revenues:
Product sales $ 5,333 $ 5,146
Service sales 1,347 1,286
Financing revenues and other income, net (15) 51
6,665 6,483
Costs and expenses:
Cost of products sold 4,131 4,081
Cost of services sold 847 807
Research and development 320 316
Selling, general and administrative 750 727
Interest 47 49
6,095 5,980
Income before income taxes and minority interests 570 503
Income taxes 182 162
Minority interests 28 37
Net Income $ 360 $ 304
Earnings per share of common stock:
Basic $ 1.54 $ 1.26
Diluted $ 1.44 $ 1.19
Dividends per share of common stock $ .36 $ .31
Average number of shares outstanding (in thousands)
Basic 229,132 235,831
Diluted 249,098 255,024
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements<PAGE>
<PAGE> 2
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
In Millions of Dollars (except per share amounts) 1998 1997
<S> <C> <C>
Revenues:
Product sales $ 10,058 $ 9,791
Service sales 2,646 2,527
Financing revenues and other income, net 72 99
12,776 12,417
Costs and expenses:
Cost of products sold 7,918 7,841
Cost of services sold 1,672 1,583
Research and development 628 587
Selling, general and administrative 1,481 1,429
Interest 96 97
11,795 11,537
Income before income taxes and minority interests 981 880
Income taxes 313 286
Minority interests 48 66
Net Income $ 620 $ 528
Earnings per share of common stock:
Basic $ 2.63 $ 2.17
Diluted $ 2.48 $ 2.05
Dividends per share of common stock $ .67 $ .62
Average number of shares outstanding (in thousands):
Basic 229,240 236,574
Diluted 248,923 255,588
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements<PAGE>
<PAGE> 3
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEET
<CAPTION>
<S> <C> <C>
June 30, December 31,
In Millions of Dollars 1998 1997
(Unaudited)
</TABLE>
Assets
<TABLE><CAPTION>
<S> <C> <C>
Cash and cash equivalents $ 718 $ 755
Accounts receivable, net 4,259 3,789
Inventories and contracts in progress, net 3,073 3,173
Future income tax benefits 1,279 1,111
Other current assets 284 420
Total Current Assets 9,613 9,248
Fixed assets 10,622 10,655
Less - accumulated depreciation (6,491) (6,393)
4,131 4,262
Other assets 3,714 3,209
Total Assets $ 17,458 $ 16,719
</TABLE>
Liabilities and Shareowners' Equity
<TABLE><CAPTION>
<S> <C> <C>
Short-term borrowings $ 221 $ 217
Accounts payable 2,043 1,978
Accrued liabilities 5,318 4,993
Long-term debt currently due 100 123
Total Current Liabilities 7,682 7,311
Long-term debt 1,221 1,275
Future pension and postretirement benefit obligations 1,279 1,267
Other long-term liabilities 2,533 2,343
Series A ESOP Convertible Preferred Stock 849 865
ESOP deferred compensation (397) (415)
452 450
Shareowners' Equity:
Common Stock 2,604 2,488
Treasury Stock (2,746) (2,472)
Retained earnings 4,981 4,558
Accumulated other non-shareowner changes in
equity (548) (501)
4,291 4,073
Total Liabilities and Shareowners' Equity $ 17,458 $ 16,719
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements<PAGE>
<PAGE> 4
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
In Millions of Dollars 1998 1997
<S> <C> <C>
Operating activities:
Net income $ 620 $ 528
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization 428 430
Deferred income tax benefit (165) (165)
Change in:
Accounts receivable (385) (179)
Inventories and contracts in progress 172 41
Accounts payable and accrued liabilities 379 244
Other current assets 123 64
Other, net 130 129
Net cash flows provided by operating 1,302 1,092
activities
Investing activities:
Capital expenditures (329) (350)
Acquisitions of business units (434) (101)
Dispositions of business units - 35
(Increase) decrease in customer financing
assets, net (125) 25
Other, net 33 91
Net cash flows used in investing activities (855) (300)
Financing activities:
Issuance of long-term debt 2 1
Repayments of long-term debt (81) (56)
Increase (decrease) in short-term borrowings, net 5 (8)
Dividends paid on Common Stock (154) (147)
Common stock repurchase (277) (302)
Other, net 36 29
Net cash flows used in financing activities (469) (483)
Effect of foreign exchange rate changes on Cash and
cash equivalents (15) (23)
Net (decrease) increase in cash and cash (37) 286
equivalents
Cash and cash equivalents, beginning of year 755 1,127
Cash and cash equivalents, end of period $ 718 $ 1,413
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements<PAGE>
<PAGE> 5
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Condensed Consolidated Financial Statements at June 30, 1998 and for the
quarters and six-month periods ended June 30, 1998 and 1997 are unaudited, but
in the opinion of the Corporation include all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the results
for the interim periods. Certain reclassifications have been made to prior year
amounts to conform to the current year presentation.
In the first quarter of 1998, the Corporation adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." The Statement
requires disclosure of total non-shareowner changes in equity in interim periods
and additional disclosures of the components of non-shareowner changes in equity
on an annual basis. Total non-shareowner changes in equity includes all changes
in equity during a period except those resulting from investments by and
distributions to shareowners. The specific components include: net income,
deferred gains and losses resulting from foreign currency translation and
minimum pension liability adjustments. Total non-shareowner changes in equity
were $310 million and $573 million in the second quarter and six-month period of
1998, compared to $291 million and $416 million in the same periods of 1997.
In June of 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" which must be adopted by January 1, 2000. The
Corporation is evaluating the impact of the new requirement. At this time,
management does not expect implementation will result in a material impact
on the Corporation's financial position, results of operations or cash flows.
Contingent Liabilities
While there has been no significant change in the Corporation's material
contingencies during 1998, the matters previously described in Note 14 of the
Notes to Consolidated Financial Statements in the Corporation's Annual Report,
incorporated by reference in the Corporation's Annual Report on Form 10-K for
calendar year 1997, are summarized below.
Environmental
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.
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. Where no amount within a range of estimates is
more likely, the minimum is accrued. Otherwise, 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. 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.
The Corporation has had insurance in force over its history with a number of
insurance companies and has commenced litigation seeking indemnity and defense
<PAGE>
<PAGE> 6
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
under these insurance policies in relation to its environmental liabilities.
The litigation is expected to last several years. Environmental liabilities are
not reduced by potential insurance reimbursements.
As discussed above, the Corporation has accrued for the costs of
environmental remediation activities and periodically reassesses these amounts.
Management believes that losses materially in excess of amounts accrued are not
reasonably possible.
U.S. Government
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. If the Corporation or one of its business units were charged
with wrongdoing as a result of any of these investigations, the Corporation or
one of its business units 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's contracts with the U.S. Government are also 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.
Other
The Corporation extends performance and operating cost guarantees, which are
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. The
Corporation has accrued its estimated liability that may result under these
guarantees.
The Corporation also has other commitments and contingent liabilities related
to legal proceedings and matters arising out of the normal course of business.
The Corporation has accrued its liability for environmental investigatory,
remediation, operating and maintenance costs, performance guarantees and other
litigation and claims based on management's estimate of the probable outcome of
these matters. While it is possible that the outcome of these matters may
differ from the recorded liability, management believes that resolution of these
matters will not have a material adverse effect upon either results of
operations, cash flows, or financial position of the Corporation.<PAGE>
<PAGE> 7
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Earnings Per Share
Quarter Ended Six Months Ended
June 30, June 30,
In Millions of Dollars
(except per share 1998 1997 1998 1997
amounts)
[S] [C] [C]
Net Income $ 360 $ 304 $ 620 $ 528
ESOP Stock dividends (8) (8) (16) (16)
Basic earnings 352 296 604 512
ESOP Stock adjustment 7 7 13 13
Diluted earnings $ 359 $ 303 $ 617 $ 525
Average shares
(thousands):
Basic 229,132 235,831 229,240 236,574
Stock awards 6,408 6,005 6,115 5,906
ESOP Stock 13,558 13,188 13,568 13,108
Diluted 249,098 255,024 248,923 255,588
Basic earnings per $ 1.54 $ 1.26 $ 2.63 $ 2.17
share
Diluted earnings per $ 1.44 $ 1.19 $ 2.48 $ 2.05
share<PAGE>
<PAGE> 8
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
With respect to the unaudited condensed consolidated financial information of
United Technologies Corporation for the quarters and six-month periods ended
June 30, 1998 and 1997, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers")
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate report dated July 22, 1998 appearing below, states that they did not
audit and they do not express an opinion on that unaudited condensed
consolidated financial information. PricewaterhouseCoopers has not carried out
any significant or additional audit tests beyond those which would have been
necessary if their report had not been included. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. PricewaterhouseCoopers is
not subject to the liability provisions of section 11 of the Securities Act of
1933 ("the Act") for their report on the unaudited condensed consolidated
financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by PricewaterhouseCoopers within
the meaning of sections 7 and 11 of the Act.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareowners of
United Technologies Corporation
We have reviewed the accompanying condensed consolidated statement of
operations of United Technologies Corporation and consolidated subsidiaries for
the quarters and six months ended June 30, 1998 and 1997, the condensed
consolidated statement of cash flows for the six months ended June 30, 1998 and
1997, and the condensed consolidated balance sheet as of June 30, 1998. This
financial information is the responsibility of the company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial information for it to be in
conformity with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1997, and the
related consolidated statements of operations, of changes in shareowners' equity
and of cash flows for the year then ended (not presented herein), and in our
report dated January 22, 1998 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 1997,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.
PricewaterhouseCoopers LLP
Hartford, Connecticut
July 22, 1998<PAGE>
<PAGE> 9
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL POSITION
BUSINESS ENVIRONMENT
The Corporation's operations are classified into five principal business
segments. Otis, Carrier and UT Automotive subsidiaries serve customers in the
commercial property, residential housing and automotive industries. Pratt &
Whitney and the Flight Systems segment, which includes Sikorsky Aircraft and
Hamilton Standard, serve commercial and government customers in the aerospace
industry. As worldwide businesses, these operations are affected by global and
regional economic factors. However, the diversity of the Corporation's
businesses and global market presence has helped limit the impact of any one
industry or the economy of any single country on the consolidated results.
Economic growth rates in the Asia Pacific region slowed during the latter
part of 1997. Tightening of credit in Asia has restricted available financing
for new construction and slowed the completion of projects currently underway,
resulting in less activity compared to recent years. While recognizing that the
Asian economic downturn may continue beyond 1998, management believes the long-
term economic growth prospects of the region remain intact. Therefore, the
Corporation's Asian investment strategy continues to focus on the long-term
infrastructure requirements of the region.
U.S. residential housing starts increased in the second quarter and six-month
period of 1998 compared to the same periods of 1997. Commercial construction
activity was essentially flat in the second quarter while increasing in the
six-month period of 1998 compared to the same periods of 1997. U.S. commercial
property vacancy rates continued to improve.
North American car and light truck production was lower in the second quarter
and six-month period of 1998 compared to the same periods of 1997, primarily as
a result of the General Motors strike. European car sales increased in the
second quarter and six-month period of 1998 compared to the same periods of
1997.
Worldwide airline profits, traffic growth and load factors have been a
reliable indicator for new aircraft and after-market orders. U.S. and European
airlines are experiencing strong levels of profitability driven primarily by
higher traffic growth, improved yields and major cost reduction programs.
Airlines in the Asia Pacific region have suffered declines in operating results
reflecting weaker local economies. This erosion in earnings has resulted in a
decrease in new orders for aerospace products and cancellations or deferrals of
existing orders throughout the industry.
The defense portion of the Corporation's aerospace businesses continues to
respond to a changing global political environment. The U.S. defense industry
continues to downsize and consolidate in response to continued pressure on U.S.
defense spending.<PAGE>
<PAGE> 10
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
RESULTS OF OPERATIONS
Consolidated revenues and margin percentages were as follows:
<TABLE><CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
In Millions of Dollars 1998 1997 1998 1997
<S> <C> <C> <C> <C>
Sales $ 6,680 $ 6,432 $ 12,704 $ 12,318
Financing revenues and
other income, net (15) 51 72 99
Revenues $ 6,665 $ 6,483 $ 12,776 $ 12,417
Gross margin % 25.5% 24.0% 24.5% 23.5%
</TABLE>
Consolidated revenues for the second quarter and six-month period of 1998
increased 3% over the same periods of 1997. Excluding the unfavorable impact of
foreign currency translation, revenues would have increased 5% in both the
second quarter and six-month period of 1998 compared to the same periods of
1997, driven by growth at Carrier, Pratt & Whitney and Flight Systems.
Financing revenues and other income, net, decreased $66 million and $27
million in the second quarter and six-month period of 1998 from the same periods
of 1997. The second quarter results reflect costs of Pratt & Whitney's
repurchase of a small interest from a participant in a commercial engine program
and lower interest income. The year-to-date amounts also include the favorable
settlement of a contract dispute with the U.S. Government which occurred in the
first quarter of 1998.
Gross margin as a percentage of sales increased 1.5 and 1.0 percentage points
in the second quarter and six-month period of 1998 compared to the same periods
of 1997, primarily due to improvements at Pratt & Whitney and UT Automotive.
Research and development expenses increased $4 million (1%) and $41 million
(7%) in the second quarter and six-month period of 1998 compared to 1997. The
increase in the six-month period is due to higher expenses in all segments, but
principally Pratt & Whitney and UT Automotive. As a percentage of sales,
research and development was 4.8% and 4.9% in the second quarter and six-month
period of 1998 compared to 4.9% and 4.8% in the second quarter and six-month
period of 1997. Research and development expenses in 1998 are expected to
increase from 1997, but are expected to be approximately 5% of sales.
Selling, general and administrative expenses increased $23 million (3%) and
$52 million (4%) in the second quarter and six-month period of 1998 over the
same periods of 1997 primarily due to increases at Carrier, largely due to
acquisitions and Pratt & Whitney. These expenses decreased as a percentage of
sales to 11.2% in the second quarter of 1998 from 11.3% in the second quarter
of 1997 while increasing as a percentage of sales to 11.7% in the six-month
period of 1998 from 11.6% in the six-month period of 1997.
The effective tax rate for the six-month period of 1998 was 31.9%, compared
to an effective tax rate of 32.5% for the six-month period of 1997. The
Corporation has continued to lower its effective income tax rate by implementing
tax reduction strategies.<PAGE>
<PAGE> 11
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Revenues and operating profits of the Corporation's principal business
segments for the quarters and six-month periods ended June 30, 1998 and 1997 are
as follows (in millions of dollars):
<TABLE><CAPTION>
Operating
Revenues Operating Profits Profit Margin
1998 1997 1998 1997 1998 1997
<S> <C> <C> <C> <C> <C> <C>
Quarter Ended June 30,
Otis $ 1,337 $ 1,397 $ 140 $ 133 10.5% 9.5%
Carrier 1,878 1,691 195 167 10.4% 9.9%
UT Automotive 756 782 45 33 6.0% 4.2%
Pratt & Whitney 1,974 1,944 248 210 12.6% 10.8%
Flight Systems 756 685 73 70 9.7% 10.2%
Six Months Ended June
30,
Otis $ 2,659 $ 2,765 $ 238 $ 264 9.0% 9.5%
Carrier 3,376 3,078 213 237 6.3% 7.7%
UT Automotive 1,485 1,523 94 64 6.3% 4.2%
Pratt & Whitney 3,890 3,663 541 392 13.9% 10.7%
Flight Systems 1,432 1,420 138 141 9.6% 9.9%
</TABLE>
Otis revenues decreased 4% in the second quarter and six-month period of 1998
compared to 1997. Excluding the unfavorable impact of foreign currency
translation, revenues would have been flat in the second quarter and increased
1% in the six-month period of 1998, with increases in Europe and the Americas,
largely offset by declines in Asia.
Otis operating profits increased $7 million (5%) in the second quarter and
decreased $26 million (10%) in the six-month period of 1998 compared to 1997.
The increase in the second quarter of 1998 reflects improvements in Europe and
the Americas, partially offset by declines in Asia and the unfavorable impact of
foreign currency translation. The 1998 year-to-date results include charges in
the first quarter related to salaried workforce reductions and the consolidation
of manufacturing and engineering facilities. Excluding these charges, 1998
year-to-date operating profits increased.
Carrier revenues increased 11% and 10% in the second quarter and six-month
period of 1998 compared to 1997. Excluding the unfavorable impact of foreign
currency translation, revenues would have increased 15% and 14% in the second
quarter and six-month period of 1998, due to the impact of 1997 acquisitions and
increases in the Americas, Europe and transport refrigeration operations,
partially offset by declines in Asia.
Carrier operating profits increased $28 million (17%) in the second quarter
and decreased $24 million (10%) in the six-month period of 1998 compared to
1997. The 1998 second quarter results reflect improvement in the transport
refrigeration operations, the Americas, Europe and the impact of 1997
acquisitions, partially offset by declines in Asia and the unfavorable impact of
foreign currency translation. The 1998 year-to-date results include charges in
the first quarter related to workforce reductions, plant closures and
implementation of a new manufacturing strategy in the rotary chiller business.
Excluding these charges, 1998 year-to-date operating profits increased.<PAGE>
<PAGE> 12
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
UT Automotive revenues decreased 3% and 2% in the second quarter and six-
month period of 1998 compared to 1997 reflecting declines in the electrical and
interiors businesses and the unfavorable impact of foreign currency translation,
partially offset by improvement in Europe.
UT Automotive operating profits increased $12 million (36%) and $30 million
(47%) in the second quarter and six-month period of 1998 compared to 1997. The
second quarter results reflect improvement in the interiors business and in
Europe, partially offset by declines in the electrical business. In addition,
the 1997 second quarter results included charges related to administrative
workforce reductions and a provision for a plant closure. The six-month results
reflect improvement in all businesses. The strike at General Motors did not
have a significant impact on second quarter 1998 results. However, the loss of
General Motors volume for an extended period could have a negative effect on UT
Automotive's financial performance, although any impact on the Corporation as a
whole would not be significant.
Pratt & Whitney revenues increased 2% and 6% in the second quarter and six-
month period of 1998 compared to 1997. The 1998 second quarter increase
reflects higher U.S. Government development revenues, commercial engine
shipments and volumes in the after-market business. The six-month results also
reflect the favorable settlement of a contract dispute with the U.S. Government
which occurred in the first quarter of 1998.
Operating profits for Pratt & Whitney increased $38 million (18%) and $149
million (38%) in the second quarter and six-month period of 1998 compared to
1997, reflecting higher commercial engine margins and after-market volumes,
partially offset by the cost to repurchase a small interest from a participant
in a commercial engine program and higher selling, general and administrative
expenses. The six-month results also reflect the favorable settlement of a
contract dispute with the U.S. Government which occurred in the first quarter
of 1998.
Flight Systems revenues increased 10% and 1% in the second quarter and six-
month period of 1998 compared to 1997, primarily due to increased revenues at
Hamilton Standard which were also favorably impacted by the first quarter 1998
acquisition of a French aerospace components manufacturer. Lower helicopter
shipments at Sikorsky in the first quarter impacted the six-month results.
Operating profits for Flight Systems increased $3 million (4%) in the second
quarter while decreasing $3 million (2%) in the six-month period of 1998
compared to 1997. The second quarter increase is due to improvements at
Hamilton Standard, which was favorably impacted by the first quarter 1998
acquisition of a French aerospace components manufacturer offset by a charge for
workforce and other cost reduction actions. In the six-month period of 1998,
declines at Sikorsky were largely offset by improvement at Hamilton Standard.
<PAGE>
<PAGE> 13
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
FINANCIAL POSITION AND LIQUIDITY
Management assesses the Corporation's liquidity in terms of its overall
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, acquisitions,
customer financing requirements, common stock repurchases, adequate bank lines
of credit, and financial flexibility to attract long-term capital on
satisfactory terms.
Set forth below is selected key cash flow data:
<TABLE><CAPTION>
Six Months Ended
June 30,
In Millions of Dollars 1998 1997
<S> <C> <C>
Operating Activities
Net cash flows from operating activities $ 1,302 $ 1,092
Investing Activities
Capital expenditures (329) (350)
Acquisitions of business units (434) (101)
Dispositions of business units - 35
(Increase) decrease in customer financing (125) 25
assets, net
Financing Activities
Common Stock repurchase (277) (302)
Decrease in total debt (73) (52)
Decrease in net debt (36) (338)
</TABLE>
Cash flows provided by operating activities were $1,302 million during the
first six months of 1998 compared to $1,092 million for the first six months of
1997. The improvement resulted from improved operating and working capital
performance.
Cash flows used in investing activities were a use of funds of $855 million
during the first six months of 1998 compared to a use of $300 million in the
first six months of 1997. Capital expenditures in the six-month period of 1998
were $329 million, a $21 million decrease from the corresponding period of 1997.
The Corporation invested $434 million in the acquisition of businesses,
including Pratt & Whitney's investment in an overhaul and repair joint venture
in Singapore, Hamilton Standard's acquisition of a French aerospace components
manufacturer and Carrier's investment in an air conditioning manufacturer in the
Philippines. Customer financing activity was a net use of cash of $125 million
in the six-month period of 1998, compared to a net source of cash of $25 million
in 1997, primarily as a result of first quarter 1998 funding for an airline
customer. While the Corporation expects 1998 customer financing activity will
be a net use of funds, actual funding is subject to usage under existing
customer financing commitments during the remainder of the year. The
Corporation's total commitments to finance or arrange financing of commercial
aircraft and related equipment at June 30, 1998 were approximately $1.1 billion.
The Corporation repurchased $277 million of common stock, representing 3.1
million shares, in the first six months of 1998 under previously announced stock
<PAGE>
<PAGE> 14
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
repurchase programs. Share repurchase continues to be a significant use of the
Corporation's strong cash flows and serves to offset the dilutive effect
resulting from the issuance of stock under stock-based employee benefit
programs.
Other selected financial data is as follows:
<TABLE><CAPTION>
June 30, December 31, June 30,
In Millions of Dollars 1998 1997 1997
<S> <C> <C> <C>
Cash and cash equivalents $ 718 $ 755 $ 1,413
Total debt 1,542 1,615 1,733
Net debt (total debt less cash) 824 860 320
Shareowners' equity 4,291 4,073 4,333
Debt-to-total capitalization 26% 28% 29%
Net debt-to-total capitalization 16% 17% 7%
</TABLE>
The Corporation manages its worldwide cash requirements considering available
funds among the many subsidiaries through which it conducts its business and the
cost effectiveness with which those 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.
Management believes that its existing cash position and other available
sources of liquidity are sufficient to meet current and anticipated requirements
for the foreseeable future. Management anticipates the level of debt-to-capital
will increase during the balance of the year in order to satisfy its various
cash flow requirements, including acquisition spending and continued share
repurchases.
YEAR 2000
The Corporation continues to assess its exposure related to the impact of the
Year 2000 date issue which is attributable to the fact that many computer
programs use only two digits to identify a year in a date field. The
Corporation's products and key financial and operational systems are being
reviewed and, where required, detailed plans have been, or are being, developed
and implemented on a schedule intended to permit the Corporation's computer
systems and products to continue to function properly. The Year 2000 date
conversion effort is expected to increase costs in 1998, 1999 and 2000. Based
on the information obtained to date, management does not expect these conversion
costs will have a material adverse impact on the Corporation's financial
position, results of operations or cash flows. The schedule for completion and
the estimated conversion costs are based on management's estimates, which
include assumptions of future events, including items such as availability of
qualified resources. The Corporation could be adversely impacted by the Year
2000 date issue if the conversion schedule and cost estimates for its internal
systems are not met or if suppliers, customers and other businesses do not
address this issue successfully. Management continues to assess these risks in
order to reduce the impact on the Corporation.<PAGE>
<PAGE> 15
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
SAFE HARBOR STATEMENT
This report on Form 10-Q contains statements which, to the extent they are
not historical fact, constitute "forward looking statements" under the
securities laws. All forward looking statements involve risks, uncertainties
and other factors that may cause the actual results, performance and
achievements of the Corporation to differ materially from those contemplated or
projected, forecasted, estimated, budgeted, expressed or implied by or in such
forward looking statements. The forward looking statements in this document are
intended to be subject to the safe harbor protection provided under the
securities laws.
For additional information identifying economic, political, climatic,
currency, regulatory, technological, competitive and some other important
factors which may affect the Corporation's operations, products and markets and
could cause actual results to vary materially from those anticipated in the
forward looking statements, see the Corporation's Securities and Exchange
Commission filings, including, but not limited to, the discussion included in
the Business section of the Corporation's 1997 Annual Report on Form 10-K under
the headings "Description of Business by Industry Segment" and "Other Matters
Relating to the Corporation's Business as a Whole".<PAGE>
<PAGE> 16
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
Part II - Other Information
Item 1 - Legal Proceedings
There have been no material developments with respect to legal proceedings
during the second quarter of 1998. For a description of previously reported
legal proceedings, refer to Part 1, Item 3 - Legal Proceedings of the
Corporation's Annual Report on Form 10-K for calendar year 1997 and Part II,
Item 1 - Legal Proceedings of the Corporation's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998.
Item 4 - Submission of Matters to a Vote of Security Holders
(a) The Corporation held its Annual Meeting of Shareowners on April 30, 1998.
(b) The following individuals were nominated and elected to serve as directors:
Antonia H. Chayes, George David, Charles W. Duncan, Jr., Jean-Pierre Garnier,
Pehr G. Gyllenhammar, Karl J. Krapek, Charles R. Lee, Robert H. Malott, William
J. Perry, Frank P. Popoff, Andre Villeneuve, Harold A. Wagner, and Jacqueline G.
Wexler.
(c) The Shareowners voted as follows on the following matters:
1. Election of directors. The voting result for each nominee is as
follows:
NAME VOTES FOR VOTES WITHHELD
Antonia Handler Chayes 227,986,969 936,048
George David 228,029,823 893,194
Charles W. Duncan, Jr. 228,019,982 903,035
Jean-Pierre Garnier 228,110,006 813,011
Pehr G. Gyllenhammar 226,180,428 2,742,589
Karl J. Krapek 227,994,595 928,422
Charles R. Lee 228,108,621 814,396
Robert H. Malott 228,025,627 897,390
William J. Perry 228,037,717 885,300
Frank P. Popoff 228,094,618 828,399
Andre Villeneuve 228,116,964 806,053
Harold A. Wagner 228,119,751 803,266
Jacqueline G. Wexler 227,941,801 981,216<PAGE>
<PAGE> 17
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
2. The reappointment of the Corporation's independent public accountants
was approved by a count of 227,813,019 votes for, 737,384 votes against, and
372,614 votes abstaining.
3. A shareowner proposal recommending that the Corporation adopt term
limits for future outside directors was rejected by a count of 6,512,118 votes
for and 195,922,937 votes against, with 10,099,630 votes abstaining and
16,388,332 broker non-votes.
4. A shareowner proposal recommending that the Corporation adopt criteria
for the bidding, acceptance and implementation of military contracts was
rejected by a count of 27,981,294 votes for and 169,352,199 votes against, with
15,201,192 votes abstaining and 16,388,332 broker non-votes.
5. A shareowner proposal recommending that the Corporation establish
guidelines and reporting provisions for corporate political contributions was
rejected by a count of 20,361,451 votes for and 186,627,009 votes against, with
5,546,225 votes abstaining and 16,388,332 broker non-votes.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
(12) Statement re computation of ratio of earnings to fixed charges.
(15) Letter re unaudited interim financial information.
(27) Financial data schedule (submitted electronically herewith).
(b) No Reports on Form 8-K were filed during the quarter ended June 30, 1998.
<PAGE>
<PAGE> 18
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED TECHNOLOGIES CORPORATION
Dated: July 24, 1998 By: /s/ David J. FitzPatrick
David J. FitzPatrick
Senior Vice President and
Chief Financial Officer
Dated: July 24, 1998 By: /s/ Jay L. Haberland
Jay L. Haberland
Vice President and Controller
Dated: July 24, 1998 By: /s/ William H. Trachsel
William H. Trachsel
Senior Vice President, General Counsel and
Secretary<PAGE>
<PAGE>
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit 12 - Statement re computation of ratio of earnings to fixed charges
Exhibit 15 - Letter re unaudited interim financial information
Exhibit 27 - Financial data schedule (submitted electronically herewith)<PAGE>
PAGE
<PAGE>
<PAGE>
<TABLE>
Exhibit 12
<CAPTION>
UNITED TECHNOLOGIES CORPORATION
AND SUBSIDIARIES
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Six Months Ended
June 30,
In Millions of Dollars 1998 1997
<S> <C> <C>
Fixed Charges:
Interest on indebtedness $ 96 $ 97
Interest capitalized 6 5
One-third of rents* 41 43
Total Fixed Charges $ 143 $ 145
Earnings:
Income before income taxes and minority interests $ 981 $ 880
Fixed charges per above 143 145
Less: interest capitalized (6) (5)
137 140
Amortization of interest capitalized 16 19
Total Earnings $ 1,134 $ 1,039
Ratio of Earnings to Fixed Charges 7.93 7.17
* Reasonable approximation of the interest factor.
/TABLE
<PAGE>
<PAGE>
Exhibit 15
July 24, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We are aware that United Technologies Corporation has included our report dated
July 22, 1998 (issued pursuant to the provisions of Statement on Auditing
Standards No. 71) in the Prospectus constituting part of its Registration
Statements on Form S-3 (Nos. 333-26331, 33-46916, 33-40163, 33-34320, 33-31514,
33-29687, and 33-6452) 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 and 2-87322). We are also aware of our
responsibilities under the Securities Act of 1933.
Yours very truly,
PricewaterhouseCoopers LLP<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet at June 30, 1998 (Unaudited) and
the Condensed Consolidated Statement of Operations for the six months
ended June 30, 1998 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 718
<SECURITIES> 0
<RECEIVABLES> 4,642
<ALLOWANCES> 383
<INVENTORY> 3,073
<CURRENT-ASSETS> 9,613
<PP&E> 10,622
<DEPRECIATION> 6,491
<TOTAL-ASSETS> 17,458
<CURRENT-LIABILITIES> 7,682
<BONDS> 1,221
452
0
<COMMON> 2,604
<OTHER-SE> 1,687
<TOTAL-LIABILITY-AND-EQUITY> 17,458
<SALES> 10,058
<TOTAL-REVENUES> 12,776
<CGS> 7,918
<TOTAL-COSTS> 9,590
<OTHER-EXPENSES> 628
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 96
<INCOME-PRETAX> 981
<INCOME-TAX> 313
<INCOME-CONTINUING> 620
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 620
<EPS-PRIMARY> 2.63<F1>
<EPS-DILUTED> 2.48<F1>
<FN>
<F1>The [EPS-PRIMARY] amount represents BASIC earnings per share and the
[EPS-DILUTED] amount represents DILUTED earnings per share in accordance
with Statement of Financial Accounting Standards No. 128, Earnings Per
Share.
</FN>
</TABLE>
