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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 1-812
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06 0570975
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
One Financial Plaza, Hartford, Connecticut 06103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 728-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
Common Stock ($1 par New York Stock Exchange
value)
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 January 31, 2001, there were 470,686,714 shares of Common Stock outstanding.
The aggregate market value of the voting Common Stock held by non-affiliates at
January 31, 2001 was approximately $35,214,250,453, based on the New York Stock
Exchange closing price for such shares on that date. For purposes of this
calculation, the Registrant has assumed that its directors and executive
officers are affiliates.
List hereunder documents incorporated by reference and the Part of the Form 10-K
into which the document is incorporated: (1) Portions of the United
Technologies Corporation 2000 Annual Report to Shareowners are incorporated by
reference in Parts I, II and IV hereof; and (2) Portions of the United
Technologies Corporation Proxy Statement for the 2001 Annual Meeting of
Shareowners are incorporated by reference in Part III hereof.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and is not to be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]
UNITED TECHNOLOGIES CORPORATION
_______________________________
Index to Annual Report
on Form 10-K for
Year Ended December 31, 2000
PART I Page
Item 1. Business ............................................. 1
Item 2. Properties ............................................ 8
Item 3. Legal Proceedings ..................................... 9
Item 4. Submission of Matters to a Vote of Security Holders ... 10
- ----- Executive Officers of the Registrant .................. 10
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters ................................... 12
Item 6. Selected Financial Data ............................... 12
Item 7. Management's Discussion and Analysis of Results of
Operations and Financial Position ..................... 12
Item 7A Quantitative and Qualitative Disclosures About Market
Risk .................................................. 12
Item 8. Financial Statements and Supplementary Data ........... 12
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ................... 12
PART III
Item 10. Directors and Executive Officers of the Registrant .... 12
Item 11. Executive Compensation ................................ 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management ............................................ 13
Item 13. Certain Relationships and Related Transactions ........ 13
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K ............................................. 13
Item 1. Business
United Technologies Corporation was incorporated in Delaware in 1934.
Growth is attributable to acquisitions and the internal development of existing
businesses of the Corporation.*
Management's Discussion and Analysis of the Corporation's Results of
Operations and Financial Position at December 31, 2000, with comparisons of 2000
to 1999 and 1999 to 1998, as well as Selected Financial Data for each year in
the five year period ended December 31, 2000 are set forth on pages 1 through 8
of the Corporation's 2000 Annual Report to Shareowners. Whenever reference is
made in this Form 10-K to specific pages in the 2000 Annual Report to
Shareowners, such pages are incorporated herein by reference.
Operating Segments
The Corporation conducts its business through four principal operating
segments. The segments were generally determined based on the management of the
businesses and on the basis of separate groups of operating companies, each with
general operating autonomy over diversified products and services. The
principal products of each segment are as follows:
Operating
Segment Principal Products
Otis --Otis elevators, escalators, automated people
movers and service.
Carrier --Carrier commercial and residential heating,
ventilating and air conditioning ("HVAC") systems
and equipment, commercial and transport
refrigeration equipment, aftermarket service and
components.
Pratt & Whitney --Pratt & Whitney commercial, general aviation
and military aircraft engines, parts, service,
industrial gas turbines and space propulsion.
Flight Systems --Sikorsky commercial and military helicopters,
parts and service.
--Hamilton Sundstrand aerospace and industrial
products, including aircraft power generation and
management systems, engine and flight controls,
auxiliary power units, environmental control
systems and propeller systems (aerospace), and
air compressors, metering devices, fluid handling
equipment and enclosed gear drives (industrial).
Segment financial data for the years 1998 through 2000, including financial
information about foreign and domestic operations and export sales, is included
in Note 15 of Notes to Consolidated Financial Statements on pages 22 through 24
of the Corporation's 2000 Annual Report to Shareowners.
Description of Business by Operating Segment
The following description of the Corporation's business by operating segment
should be read in conjunction with Management's Discussion and Analysis of
Results of Operations and Financial Position appearing in the Corporation's 2000
Annual Report to Shareowners, especially the information contained therein under
the heading "Business Environment."
Otis
Otis is the world's largest elevator and escalator manufacturing,
installation and service company. Otis designs, manufactures, sells and
installs a wide range of passenger and freight elevators, including hydraulic
and traction elevators for low- and medium-speed applications and gearless
elevators for high-speed passenger operations in high-rise buildings. In
February 2000, Otis announced its new Gen2 (trademark symbol) elevator system
for low- to mid-rise buildings, the first elevator to use flat, coated steel
belts. Installations of this new machine room-less elevator began in February
2000. Otis also produces a broad line of escalators and, for horizontal
transportation, moving walks and automated people movers and shuttles. In
addition to new equipment, Otis provides modernization products and services
to upgrade elevators and escalators. Otis also provides maintenance services
for a substantial portion of the elevators and escalators which it sells, as
well as those of other manufacturers. Otis' products and services are sold
principally to building contractors and owners.
_______________________
* "Corporation," unless the context otherwise requires, means United
Technologies Corporation or UTC and its subsidiaries.
- 1 -
In 1999, LG-Otis Elevator Company was formed in Korea to acquire the
Building Facilities Group of LG Industrial Systems Co. Inc. The Corporation has
an 80 percent equity interest in LG-Otis Elevator Company.
Revenues generated by Otis' international operations were 77 and 78 percent
of total Otis segment revenues in 2000 and 1999, respectively. At December 31,
2000, Otis' business backlog was $3,770 million, as compared to $3,782 million
at December 31, 1999. Substantially all of the business backlog at December 31,
2000 is expected to be realized as sales in 2001.
Carrier
Carrier is the world's largest manufacturer of commercial and residential
heating, ventilating and air conditioning systems and equipment. Carrier is
also a leading producer of commercial and transport refrigeration equipment, and
provides aftermarket service and components for its products and those of other
manufacturers. The products manufactured by Carrier include chillers and
airside equipment, commercial unitary systems, residential split systems
(cooling only and heat pump), duct-free split systems, window and portable room
air conditioners and furnaces, as well as transport refrigeration and commercial
refrigeration equipment. Carrier's products and services are sold under Carrier
and other brand names principally to building contractors and owners,
homeowners, shipping and trucking companies, supermarkets and food service
companies. Sales are made both directly to the customer and through
manufacturers' representatives, distributors, dealers, individual wholesalers
and retail outlets.
In April 1999, Carrier formed an alliance with Toshiba Corporation to
combine and coordinate certain air conditioning manufacturing and distribution
operations. Toshiba Carrier Corporation is based in Japan and owned 40 percent
by Carrier and 60 percent by Toshiba. Carrier and Toshiba Carrier Corporation
formed manufacturing joint ventures in the U.K., with Carrier holding a majority
interest, and in Thailand with Carrier and Toshiba Carrier owning equal
interests. In August 1999, Carrier expanded its North American presence in
residential and light commercial heating and air conditioning equipment by
acquiring International Comfort Products Corporation.
In February 2000, Carrier expanded its European commercial refrigeration
operations by acquiring the Electrolux Group's commercial refrigeration
business. In November 2000, Carrier acquired Specialty Equipment Companies, a
manufacturer of commercial refrigeration and food service equipment in the
United States and Europe.
Revenues generated by Carrier's international operations, including U.S.
export sales, were 48 percent of total Carrier segment revenues in each of 2000
and 1999. At December 31, 2000, Carrier's business backlog was $1,004 million,
as compared to $978 million at December 31, 1999. Substantially all of the
business backlog at December 31, 2000 is expected to be realized as sales in
2001.
Otis and Carrier Worldwide Operations
Otis and Carrier conduct their businesses through subsidiaries and
affiliates worldwide, some of which have significant minority interests. In
addition, their global growth strategies include investments in markets
worldwide, including those in Central and Eastern Europe, the People's Republic
of China, Russia, Brazil, South Korea and other countries, which involve a
higher degree of currency, political and economic risk than investments in more
developed markets.
The U.S. and worldwide operations of Otis and Carrier can be affected by
changes in economic, industrial, political, weather and international
conditions, including changes in interest rates (which can affect demand for
products and services), changes in technology, changes in legislation and
government policies (including those related to investments, exchange controls,
repatriation of earnings and, in the case of Carrier, regulation of
refrigerants), changes in the level of construction activity, changes in
exchange rates, changes in labor costs (which can affect Otis service and
maintenance margins) and raw material costs, and competition from a large number
of companies in the United States and other countries. Carrier's operations can
also be affected by changes in the level of production and utilization of
transport equipment, in the level of retail sales of perishable food products,
and in fuel prices. The principal methods of competition are price, delivery
schedule, product performance and service.
- 2 -
Pratt & Whitney and Flight Systems Aerospace and Defense Products
Pratt & Whitney and Flight Systems produce aerospace and defense products.
Sales of these products are subject to changes in technology; lengthy and costly
development cycles; the effects of consolidation in the aerospace and defense
industry; heavy dependence on a small number of products and programs; changes
in legislation (including restrictions on aircraft engine noise and emissions)
and in government procurement practices; policies of some foreign customers
which require offset programs (in-country purchases, manufacturing and financial
support projects required as a condition to obtaining orders) or other
arrangements; substantial competition from domestic manufacturers, foreign
manufacturers (whose governments sometimes provide research and development
assistance, marketing subsidies and other assistance for their commercial
products) and companies that obtain regulatory agency approval to manufacture
spare parts; and changes in economic, industrial and international conditions.
In addition, the financial performance of these two segments can be affected in
a number of respects by the general level of activity and performance of the
commercial airline industry and the aviation industry and by changes in fuel
prices. The international operations of these segments are subject to local
government regulations (including regulations relating to investments, exchange
controls and repatriation of earnings) as well as to varying currency, political
and economic risks. Sales of military products are affected by defense budgets
(both in the U.S. and abroad) and U.S. foreign policy. Military spare parts
sales are also affected by policies of the U.S. and foreign governments of
purchasing parts from suppliers other than the original equipment manufacturers.
The principal methods of competition in the Corporation's aerospace and
defense businesses are price, product performance, service, delivery schedule
and other terms and conditions of sale, including discounts and other financial
incentives, performance and operating cost guarantees, maintenance agreements
and participation in financing arrangements for commercial jet engines and
helicopters. Engine selections by airlines, airframe manufacturers and
operators can have a significant impact on sales of spare parts and maintenance
services. Significant elements of Pratt & Whitney's and Flight Systems'
business, such as spare parts sales for engines and aircraft in service, have
short lead times. Therefore, backlog information may not be indicative of
future demand. Also, since a substantial portion of the backlog for commercial
customers is scheduled for delivery beyond 2001, changes in economic conditions
may cause customers to request that firm orders be rescheduled or canceled.
In 2000, the Corporation announced its participation in the formation of
MyAircraft, a joint venture to develop a business-to-business e-commerce
marketplace for aerospace aftermarket products and services.
E-commerce business models are subject to significant risks due to rapid changes
in technology, business practices and customer acceptance, as well as
substantial competition from other e-commerce initiatives. These e-commerce
exchanges can also have a significant impact on the manner in which the
Corporation sells parts and services.
Pratt & Whitney
Pratt & Whitney is one of the world's leading producers of commercial,
general aviation and military aircraft engines. Pratt & Whitney provides
overhaul and repair services, spare parts, and fleet management services for the
engines it produces, as well as for many other models of commercial and military
jet and gas turbine engines. Pratt & Whitney also produces power generation
equipment, liquid rocket propulsion systems and solid rocket motors.
Pratt & Whitney currently produces three families of large commercial jet
engines: the JT8D-200 series, the PW2000 series and the PW4000 series. JT8D-
200 series engines power the Boeing MD-80 aircraft. Applications for the PW2000
series include the Boeing 757-200/PF aircraft and the Iluyshin IL-96 aircraft.
The PW4000 engine family powers the Airbus A310-300, A300-600 and A330-200/300
series; the Boeing 747-400, 767-200/300 and 777-200/300 series of aircraft; and
the Boeing MD-11 aircraft. (The Boeing Company ("Boeing") phased out production
of MD-80 aircraft in December 1999 and has announced that MD-11 production would
be phased out in 2001.) Pratt & Whitney has entered into a Memorandum of
Understanding with Airbus Industrie ("Airbus") to develop, market and sell
PW6000 series engines for installation on Airbus A318 aircraft, currently
expected to enter service in the fourth quarter of 2002.
- 3 -
In view of the risk and cost associated with developing new engines, Pratt &
Whitney has entered into commercial engine collaboration arrangements in which
costs, revenues and risks are shared. At December 31, 2000, the interests of
other participants in these items were approximately as follows: 24 percent of
the JT8D-200 series engine program, 29 percent of the PW2000 series engine
program, 14 percent of the 94 and 100 inch fan models of the PW4000, 26 percent
of the PW4084 and PW4090 models and 24 percent of the PW4098 model. IAE
International Aero Engines AG, a collaboration in which Pratt & Whitney has a 33
percent interest, markets and supports the V2500 engine. Applications for the
V2500 engine include Airbus' A319, A320 and A321 aircraft and Boeing's MD-90.
(Boeing phased out production of MD-90 aircraft in 2000.) Pratt & Whitney also
has a 50 percent interest in GE-P&W Engine Alliance, LLC, an alliance formed in
1996 with GE Aircraft Engines to develop, market and manufacture a new jet
engine known as the GP7000. The new engine is intended to power Boeing 767-
400ERX, Boeing 747X and Airbus A380 aircraft. In December 2000, Airbus
announced the launch of the A380 aircraft (formerly known as the A3XX), with
first deliveries scheduled for 2006.
Manufacturers of many commercial aircraft offer their customers a choice of
engines, giving rise to competition among engine manufacturers at the time of
sale of aircraft. This competition is intense, particularly for new commercial
airframe/engine combinations, and can result in offers by engine suppliers of
substantial financial incentives, performance and operating cost guarantees and
maintenance agreements. Pratt & Whitney's major competitors in the sale of
engines are the aircraft engine businesses of General Electric Company and Rolls
Royce plc. (For information regarding customer financing commitments,
participation in guarantees of customer financing arrangements and performance
and operating cost guarantees, see Notes 4 and 13 of Notes to Consolidated
Financial Statements on pages 16 and 21 to 22 of the Corporation's 2000 Annual
Report to Shareowners.)
Pratt & Whitney products are sold principally to aircraft manufacturers,
airlines and other aircraft operators, aircraft leasing companies and the U.S.
and foreign governments. Pratt & Whitney sales in the U.S. and Canada are also
made directly to the customer and, to a limited extent, through independent
distributors. Other export sales are made with the assistance of independent
sales representatives. Sales to Boeing and Airbus were each 15 percent of total
Pratt & Whitney revenues in 2000, before taking into account discounts or
financial incentives offered to customers.
Pratt & Whitney currently produces two military aircraft engines, the F100
(powering F-15 and F-16 fighter aircraft) and the F117 (powering C-17 transport
aircraft). All of Pratt & Whitney's F100 sales contracts are with the United
States Air Force ("USAF") or with foreign governments. All of Pratt & Whitney's
F117 sales contracts are with either the USAF or Boeing. Pratt & Whitney is
also under contract with the USAF to develop the F119 engine, the only
anticipated source of propulsion for the two-engine F-22 fighter aircraft being
developed by Lockheed Martin Corporation ("Lockheed Martin") and Boeing. In
addition, both contractors (Boeing and Lockheed Martin) that were selected to
proceed into the next phase of the Joint Strike Fighter development program have
selected derivatives of Pratt & Whitney's F119 engine to power their competing
demonstration aircraft. Management cannot predict with certainty whether, when,
and in what quantities Pratt & Whitney will produce F119 engines.
Pratt & Whitney Canada ("PWC") is one of the world's leading manufacturers
of turbofan, turboprop and turboshaft engines used in a variety of aircraft,
including up to seventy passenger business and regional/commuter airline
aircraft, general aviation aircraft and light and medium helicopters. PWC also
provides auxiliary power units for large commercial aircraft, advanced gas
turbine engines for industrial and power generation applications and worldwide
engine maintenance services.
Pratt & Whitney Space Propulsion ("SP") produces hydrogen fueled rocket
engines for commercial and U.S. Government space applications and advanced turbo
pumps for NASA's Space Shuttle program. SP, together with NPO Energomash, is
providing a new Lox-Kerosene RD-180 booster engine for two launch vehicles being
marketed by Lockheed Martin. Chemical Systems, a unit of SP, manufactures solid
fuel propulsion systems and booster motors for commercial and civil applications
and several U.S. military launch vehicles and missiles.
Pratt & Whitney Power Systems ("PWPS") supplies industrial power generation
and mechanical drive equipment in the 300 kilowatts to 50 megawatts range. In
October 2000, PWPS established a service agreement with Power Industry
Consultants of Atlanta, Georgia to provide operations, maintenance, field
services and turnkey services for PWPS industrial gas turbine products.
- 4 -
Revenues from Pratt & Whitney's international operations, including U.S.
export sales, were 50 percent and 48 percent of total Pratt & Whitney segment
revenues in 2000 and 1999, respectively. At December 31, 2000, Pratt &
Whitney's business backlog was $9,866 million, including $1,434 million of U.S.
Government funded contracts and subcontracts, as compared to $8,256 million and
$1,394 million, respectively, at December 31, 1999. Of the total Pratt &
Whitney backlog at December 31, 2000, approximately $4,055 million is expected
to be realized as sales in 2001.
Flight Systems
The Corporation's Flight Systems business is conducted through Sikorsky
Aircraft and Hamilton Sundstrand. The Corporation acquired Sundstrand
Corporation in 1999 and combined it with the operations of the former Hamilton
Standard.
Sikorsky is one of the world's largest manufacturers of military and
commercial helicopters and the primary supplier of transport helicopters to the
U.S. Army and Navy. Sikorsky also supplies helicopters to foreign governments
and the worldwide commercial market. Sikorsky produces helicopters for
passenger, utility/transport, cargo, anti-submarine warfare, and search and
rescue operations. Sikorsky's business base also includes remanufacturing of
used aircraft, spare parts sales, overhaul and repair, and service contracts.
Current production programs at Sikorsky include the Black Hawk medium-
transport helicopter for the U.S. and foreign governments; the CH-60 Fleet
Combat Support helicopter for the U.S. Navy; the International Naval Hawk, a
derivative of the U.S. Navy's Seahawk medium-sized helicopter for multiple naval
missions; and the S-76 intermediate-sized helicopter for executive transport,
offshore oil platform support, search and rescue, emergency medical service and
other utility operations.
In July 1997, Sikorsky signed a multi-year contract with the U.S. Government
to deliver 108 Black Hawk family helicopters from July 1997 through June 2002.
Under the contract as it has been amended through December 2000, the purchase
commitment has been increased to 207 helicopters. As of December 31, 2000, 141
helicopters have been delivered under the contract. While Sikorsky is pursuing
opportunities for additional sales to the U.S. Government, Sikorsky's production
of Black Hawk family helicopters is increasingly dependent upon obtaining
foreign sales. In 2000, Sikorsky signed contracts to sell 47 Black Hawks and
variants to several foreign government customers for delivery from 2000 through
2004.
Sikorsky is engaged in development of the S-92 aircraft, a large cabin
derivative of the Black Hawk helicopter, for commercial and military markets. A
significant portion of the development is being carried out by companies in
Brazil, the People's Republic of China, Japan, Spain and Taiwan under
collaborative arrangements. Regulatory certification of the S-92 is expected in
2002. While marketing efforts for the S-92 have commenced, management cannot
predict with certainty whether, when, and in what quantities the S-92 will be
produced.
Sikorsky has a 50 percent interest in a joint venture with Boeing for the
development of the U.S. Army's next generation light attack and reconnaissance
helicopter, the RAH-66 Comanche. The Sikorsky-Boeing joint venture is
performing under a cost reimbursement contract awarded in 1991. The first two
prototype aircraft are undergoing flight testing, and the Sikorsky-Boeing joint
venture has entered into a $3.1 billion Engineering and Manufacturing
Development program with the U.S. Army to deliver thirteen Comanche helicopters
in 2004 and 2005 for test and evaluation purposes. The first U.S. Army Comanche
unit is scheduled to be operationally equipped in 2006. Management cannot
predict with certainty whether, when, and in what quantities any additional
Comanche aircraft will be produced.
Hamilton Sundstrand primarily sells products and services for use by
aerospace customers worldwide. Industrial products are also sold to a
diversified group of basic industries. Hamilton Sundstrand's principal
aerospace systems, subsystems and components include electric power generating,
distribution, management and control systems; fuel and special fluid pumps;
engine control systems; gearboxes; actuation systems; ram air turbine emergency
systems; auxiliary power units; environmental control systems; propeller
systems; launch vehicle hydraulic power units; and electronic controls and
components. Hamilton Sundstrand is also the prime contractor for NASA's space
suit/life support system and produces environmental control, life support,
mechanical systems and thermal control systems for international space programs.
Hamilton Sundstrand's principal industrial products include enclosed gear
drives; flexible shaft couplings; large ring gears; metering and specialty
pumps; rotary screw industrial and portable air compressors; pneumatic tools;
dryers and filters; high-speed centrifugal pumps and compressors and leak proof
pumps.
- 5 -
Hamilton Sundstrand's aerospace businesses serve commercial, military,
regional, business and general aviation, as well as space and undersea
applications. Aftermarket services include spare parts, overhaul and repair and
engineering and technical support. Hamilton Sundstrand aerospace products are
sold directly to airframe manufacturers, the U.S. Government, aircraft operators
and independent distributors. Hamilton Sundstrand sales of aerospace products
to Boeing, Pratt & Whitney and Airbus, including sales where the U.S. Government
was the ultimate customer, were 11 percent of Flight Systems segment sales in
2000.
Hamilton Sundstrand's industrial products serve industries involved with raw
material processing, bulk material handling and construction (including mining;
metal and other material processing; hydrocarbon and chemical processing; water
and waste water treatment). These industrial products are sold directly to end-
users, through manufacturer representatives and distributors and through
engineering contractors. Demand for Hamilton Sundstrand's industrial products
is tied closely to the level of general economic activity. Hamilton Sundstrand
has competitors or potential competitors in both its aerospace and industrial
businesses. Hamilton Sundstrand believes that its research and development,
proprietary technology, and product and service reputations have been
significant in maintaining its competitive standing.
Revenues generated by the Flight Systems segment's international operations,
including export sales, were 44 percent and 41 percent of total Flight Systems
segment revenues in 2000 and 1999, respectively. At December 31, 2000, Flight
Systems' business backlog was $4,593 million, including $2,532 million under
funded contracts and subcontracts with the U.S. Government, as compared to
$3,930 million and $1,011 million, respectively, at December 31, 1999. Of the
total Flight Systems segment backlog at December 31, 2000, approximately $2,985
million is expected to be realized as sales in 2001.
Other
The Corporation's International Fuel Cells unit ("IFC") is a world leader in
fuel cell production and development for commercial, transportation, residential
and space applications. IFC is the sole supplier of fuel cells for U.S. space
missions and also offers a commercially available fuel cell power plant, known
as the PC25 (trademark symbol).
The PC25 is a 200 kilowatt stationary fuel cell power plant with a
phosphoric acid cell stack. Over 200 PC25 units have been delivered around
the world. Fuel cell power plants using proton exchange membrane technology
(PEM) are currently in development for transportation, commercial stationary,
and residential applications. IFC is working with five automakers and two
bus manufacturers, as well as the U.S. Department of Energy, on development
and demonstration programs for automobiles.
Although fuel cells are believed to be superior to conventional power
generators in terms of efficiency and environmental characteristics, current
production rates remain low across the industry. Continued technology
advancement and wider market acceptance are required to reduce the production
cost of fuel cell components and power plants. There is still significant
uncertainty as to whether and when commercially viable PEM fuel cells will be
produced. IFC continues to seek strategic partners to develop sources of
supply, as well as marketing and distribution channels. Toshiba Corporation
owns a 13 percent equity interest in IFC.
The results of IFC are included in the "Eliminations and other" category in
the segment financial data in Note 15 of Notes to Consolidated Financial
Statements on pages 22 to 24 of the Corporation's 2000 Annual Report to
Shareowners.
Other Matters Relating to the Corporation's Business as a Whole
Research and Development
To maintain its competitive position, the Corporation spends substantial
amounts of its own funds on research and development. Such expenditures, which
are charged to income as incurred, were $1,302 million or 5.0 percent of total
sales in 2000, as compared with $1,292 million or 5.4 percent of total sales in
1999 and $1,168 million or 5.1 percent of total sales in 1998. The Corporation
also performs research and development work under contracts funded by the U.S.
Government and other customers. Such contract research and development, which
is performed principally in the Pratt & Whitney segment and to a lesser extent
in the Flight Systems segment, amounted to $1,004 million in 2000, as compared
with $1,044 million in 1999 and $1,065 million in 1998.
- 6 -
Contracts, Other Risk Factors, Environmental and Other Matters
Government contracts are subject to termination at the convenience of the
Government, in which event the Corporation normally would be entitled to
reimbursement for its allowable costs incurred plus a reasonable profit. Most
of the Corporation's sales are made under fixed-price type contracts; only 4
percent of the Corporation's total sales for 2000 were made under cost-
reimbursement type contracts.
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 pages 9 and 10 of this Form
10-K and Note 14 of Notes to Consolidated Financial Statements on page 22 of the
Corporation's 2000 Annual Report to Shareowners for further discussion.
The diversification of the Corporation's businesses across industries and
geographically throughout the world has helped to limit in varying degrees the
effect of adverse conditions in any one industry or the economy of any country
or region on the consolidated results of the Corporation. There can be no
assurance, however, that the effect of adverse conditions in one or more
industries or regions will be limited or offset in the future.
Like other users in the U.S., the Corporation is largely dependent upon
foreign sources for certain of its raw materials requirements such as cobalt
(Africa) and chromium (Africa, Eastern and Central Europe and the countries of
the former Soviet Union). To alleviate this dependence and accompanying risk,
the Corporation has a number of on-going programs which include the development
of new suppliers; the increased use of more readily available materials through
material substitutions and the development of new alloys; and the conservation
of materials through scrap reclamation and new manufacturing processes such as
net shape forging.
The Corporation has sought cost reductions in its purchases of certain other
materials, components, and supplies by consolidating its purchases, reducing the
number of suppliers and using online bidding competitions among potential
suppliers. In some instances, the Corporation is reliant upon a single source
of supply. A disruption in deliveries from its suppliers, therefore, could have
an adverse effect on the Corporation's ability to meet its commitments to
customers. The Corporation believes that it has appropriately balanced the
risks against the costs of sustaining a greater number of suppliers. The
Corporation does not foresee any unavailability of materials, components, or
supplies which will have any material adverse effect on its overall business, or
on any of its business segments, in the near term.
The Corporation does not anticipate that compliance with current federal,
state and local provisions relating to the protection of the environment will
have a material adverse effect upon its cash flows, competitive position,
financial position or results of operations. (Environmental matters are the
subject of certain of the legal matters described in Item 3 - Legal Proceedings
on pages 9 and 10 of this Form 10-K, and are further addressed in Management's
Discussion and Analysis of Results of Operations and Financial Position on page
7 and Notes 1 and 14 of Notes to Consolidated Financial Statements on pages 15
and 22 of the Corporation's 2000 Annual Report to Shareowners.)
Most of the laws governing environmental matters include criminal
provisions. If the Corporation were convicted of a violation of the federal
Clean Air Act or the Clean Water Act, the facility or facilities involved in the
violation would be listed on the Environmental Protection Agency's ("EPA") List
of Violating Facilities. The listing would continue until the EPA concluded
that the cause of the violation had been cured. Listed facilities cannot be
used in performing any U.S. Government contract awarded to the Corporation
during any period of listing by the EPA.
While the Corporation's patents, trademarks, licenses and franchises are
cumulatively important to its business, the Corporation does not believe that
the loss of any one or group of related patents, trademarks, licenses or
franchises would have a material adverse effect on the overall business of the
Corporation or on any of its operating segments.
- 7 -
Cautionary Note Concerning Factors That May Affect Future Results
This Form 10-K 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
. Product developments and new business opportunities, including e-business
. 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. This Annual Report on Form 10-K for 2000 includes
important information as to risk factors in the "Business" section under the
headings "Description of Business by Operating Segment," "Other Matters Relating
to the Corporation's Business as a Whole" and "Legal Proceedings." Additional
important information as to risk factors is included in the Corporation's 2000
Annual Report to Shareowners in the section titled "Management's Discussion and
Analysis of Results of Operations and Financial Position" under the headings
"Business Environment," "Results of Continuing Operations," "Business
Acquisitions," "Restructuring and Other Costs," "Liquidity and Financing
Commitments," "Market Risk and Risk Management," "Environmental Matters," "U.S.
Government," "New Accounting Pronouncements," and "Euro Conversion," which is
incorporated by reference in this Form 10-K. 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-Q and 8-K filed with the Securities and Exchange Commission from time to
time.
Employees
At December 31, 2000, the Corporation's total employment was approximately
153,800. For discussion of the effects of the Corporation's restructuring
actions on employment, see Management's Discussion and Analysis of Results of
Operations and Financial Position on page 4 and Note 11 of Notes to
Consolidated Financial Statements on pages 20 to 21 of the Corporation's 2000
Annual Report to Shareowners.
Item 2. Properties
The Corporation's fixed assets as of December 31, 2000 include the plants
and warehouses described below and a substantial quantity of machinery and
equipment, most of which is general purpose machinery and equipment using
special jigs, tools and fixtures and in many instances having automatic control
features and special adaptations. The plants, warehouses, machinery and
equipment in use as of December 31, 2000 are in good operating condition, are
well maintained, and substantially all are in regular use.
The following square footage numbers are approximations. At December 31,
2000, the Corporation operated (a) plants in the U.S. which had 30.6 million
square feet, of which 3.3 million square feet were leased; (b) plants outside
the U.S. which had 18.8 million square feet, of which 1.8 million square feet
were leased; (c) warehouses in the U.S. which had 8.9 million square feet, of
which 5.5 million square feet were leased; and (d) warehouses outside the U.S.
which had 8.5 million square feet, of which 6.1 million square feet were
leased.
For discussion of the effect of the Corporation's restructuring actions on
production facilities, see Management's Discussion and Analysis of Results of
Operations and Financial Position on page 4 and Note 11 of Notes to the
Consolidated Financial Statements on pages 20 to 21 of the Corporation's 2000
Annual Report to Shareowners.
- 8 -
Management believes that the fixed assets capitalized and the facilities in
operation at December 31, 2000 for the production of the Corporation's products
are suitable and adequate for the business conducted therein in the current
business environment, are being appropriately utilized consistent with
experience and have sufficient production capacity for their present intended
purposes. Utilization of the facilities varies based on demand for the
products. The Corporation continuously reviews its anticipated requirements
for facilities and, based on that review, may from time to time acquire
additional facilities and/or dispose of existing facilities.
Item 3. Legal Proceedings
As previously reported, the Department of Defense and the Corporation are
litigating whether Pratt & Whitney's accounting practices for certain engine
parts are acceptable. The litigation, filed with the Armed Services Board of
Contract Appeals ("ASBCA"), No. 47416 et al., relates to the accounting for
engine parts produced by foreign companies under commercial engine collaboration
programs from 1984 through 1995. In December 1996 the Government claimed
damages of $157.6 million, plus $102.7 million in interest through 1996. Pratt
& Whitney believes its accounting practices are proper and has not modified
them. In March and April 1998, the matter was tried before an ASBCA judge. A
decision is anticipated in 2001. Should the Government prevail on liability,
damages could be larger than initially claimed because the Government may amend
its claim to include the period after 1995 and interest continues to accrue on
the claim asserted in 1996.
As previously reported, a jury in Chromalloy Gas Turbine Corporation v.
United Technologies Corporation, No. 95-CI-12541, a Texas state action, found
that Pratt & Whitney did not monopolize any relevant market but did willfully
attempt to monopolize an unspecified market. In May 1997, the court entered a
Final Judgment denying Chromalloy's request for damages, injunctive relief and
declaratory relief. In October 1998, the Texas Fourth Court of Appeals affirmed
the decision of the trial court, declining to grant injunctive relief to
Chromalloy. In November 1999, the appellate court denied Chromalloy's motions
for rehearing and rehearing en banc. In March 2000, Chromalloy filed a petition
for review with the Texas Supreme Court. In December 2000, the Texas Supreme
Court denied Chromalloy's petition for review. In January 2001, Chromalloy
filed a motion for rehearing with the Texas Supreme Court.
As previously reported, the Corporation has been served with two qui tam
complaints under the civil False Claims Act in United States District Court for
the District of Connecticut: U.S. ex rel. Drake v. Norden Systems, Inc. and
UTC, No.394CV00963 (filed July 1997, and involving allegations of improper
accounting for fixed assets) and U.S. ex rel. Capella v. UTC and Norden Systems
Inc., No. 394CV02063 (filed December 1994, and involving allegations of improper
accounting for insurance costs). The civil False Claims Act provides for
penalties in a civil case of up to $10,000 per false claim submitted. The
number of false claims implicated by the foregoing qui tam complaints cannot
currently be ascertained; however, if determined adversely to the Corporation,
the number could result in significant penalties. The qui tam relator in each
case has claimed unspecified damages (trebled) and penalties, and the Department
of Justice in each case has declined to take over the litigation. In August
2000, the court dismissed portions of the complaints.
In March 1999, the Department of Justice filed a civil False Claims Act
complaint against the Corporation in United States District Court for the
Southern District of Ohio (Western Division), No. C-3-99-093. This lawsuit is
related to the "Fighter Engine Competition" between Pratt & Whitney's F100
engine and GE's F110 engine, for contracts awarded by the U.S. Air Force between
fiscal years 1985 and 1990, inclusive. The Government alleges that Pratt
& Whitney inflated its estimated costs for purchased parts and withheld data
that would have revealed the overstatements. The Government seeks damages of
at least $95 million (some portion of which would be trebled plus penalties
of up to $10,000 per claim submitted).
The Corporation does not believe that resolution of any of the foregoing
legal matters will have a material adverse effect upon the Corporation's
competitive position, results of operations, cash flows, or financial position.
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.
- 9 -
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 believes that any
payments it may be required to make as a result of these claims will not have a
material effect upon the cash flows, competitive or financial position, or
results of operations of the Corporation. (For information regarding the
matters discussed in this paragraph, see "Environmental Matters" in Management's
Discussion and Analysis of Results of Operations and Financial Position on page
7 and Notes 1 and 14 of Notes to Consolidated Financial Statements on pages 15
and 22 of the Corporation's 2000 Annual Report to Shareowners.)
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to security holders for a vote during the fourth
quarter ended December 31, 2000.
- ----- Executive Officers of the Registrant
The executive officers of United Technologies Corporation, together with the
offices presently held by them, their business experience since January 1, 1996,
and their ages, are as follows:
Other Business
Experience Age
Name Title Since 1/1/96 2/1/01
Jonathan W. President, President, Carrier 44
Ayers Carrier Asia Pacific
Corporation Operations; Vice
(since 2000) President-Strategic
Planning, United
Technologies
Corporation
Dean C. President, Senior Vice President, 59
Borgman Sikorsky Aircraft The Boeing Company;
(since 1998) President, McDonnell
Douglas Helicopter
Company
Ari Bousbib Executive Vice Vice President, 39
President and Corporate Strategy and
Chief Operating Development; Vice
Officer, Otis President, Strategic
(since January Planning, United
2001) Technologies
Corporation; Managing
Director, The
Strategic Partners
Group
William L. Senior Vice 58
Bucknall, Jr. President, Human -------
Resources and
Organization
(since 1992)
John F. Senior Vice Vice President, United 57
Cassidy, Jr. President - Technologies Research
Science and Center
Technology (since
1998) and Vice
President, United
Technologies
Research Center
Louis President, Pratt Executive Vice 43
Chenevert & Whitney (since President-Operations,
1999) Pratt & Whitney; Vice
President -
Operations, Pratt &
Whitney Canada
George David Chairman (since President (1992-1999) 58
1997) and Chief
Executive Officer
(since 1994)
John E. Vice President, Senior Vice President 54
Evard, Jr. Taxes Corporate Development
(since August & General Tax Counsel,
2000) Senior Vice President
& General Tax Counsel,
CNH Global N.V.; Vice
President & General
Tax Counsel, Case
Corporation
- 10 -
Other Business
Experience Age
Name Title Since 1/1/96 2/1/01
David J. Senior Vice Senior Vice President 46
FitzPatrick President, Chief & Chief Financial
Financial Officer Officer, United
and Treasurer Technologies
(since June 2000) Corporation; Vice
President and
Controller, Eastman
Kodak Co.
Ruth R. Senior Vice President and Chief 56
Harkin President, Executive Officer,
International Overseas Private
Affairs and Investment Corporation
Government
Relations, United
Technologies
Corporation and
Chair, United
Technologies
International
(since 1997)
Karl J. President and Executive Vice 52
Krapek Chief Operating President, United
Officer (since Technologies
1999) Corporation (1997-
1999) and President,
Pratt & Whitney
(1992-1999)
Robert F. Executive Vice Executive Vice 44
Leduc President and President, Pratt &
Chief Operating Whitney
Officer, Pratt &
Whitney (since
September 2000)
Ronald F. President, Executive Vice 60
McKenna Hamilton President, Sundstrand
Sundstrand Corporation and Chief
Corporation Operating Officer,
(since 1999) Sundstrand Aerospace
Angelo J. Vice President, Vice President, 47
Messina Corporate Financial Planning and
Strategy and Analysis; Director,
Development Financial Planning and
(since January Analysis, United
2001) Technologies
Corporation; Vice
President, Group
Strategic Planning,
Pratt & Whitney;
Director, Investor
Relations, United
Technologies
Corporation
David G. Nord Vice President, Acting Controller; 43
Controller Assistant Controller,
(since October Financial Reporting
2000) and Accounting, United
Technologies
Corporation;
Corporate Controller,
Pittston Co.
Stephen F. Executive Vice Executive Vice 61
Page President, United President and Chief
Technologies Financial Officer,
Corporation and United Technologies
President and Corporation
Chief Executive
Officer, Otis
(since 1997)
William H. Senior Vice Vice President, 57
Trachsel President, Secretary and Deputy
General Counsel General Counsel
and Secretary
(since 1998)
All of the officers serve at the pleasure of the Board of Directors of
United Technologies Corporation or the subsidiary designated.
- 11 -
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
See Comparative Stock Data appearing on page 24 of the Corporation's 2000
Annual Report to Shareowners containing the following data relating to the
Corporation's Common Stock: principal market, quarterly high and low sales
prices, approximate number of shareowners and frequency and amount of dividends.
All such data are incorporated by reference in this Form 10-K.
Item 6. Selected Financial Data
See the Five Year Summary appearing on page 1 of the Corporation's 2000
Annual Report to Shareowners containing the following data: revenues, net
income, basic and diluted earnings per share, cash dividends per common share,
total assets and long-term debt. All such data are incorporated by reference in
this Form 10-K. See Notes to Consolidated Financial Statements appearing on
pages 14 to 24 of the Corporation's 2000 Annual Report to Shareowners for a
description of any accounting changes and acquisitions or dispositions of
businesses materially affecting the comparability of the information reflected
in such Five Year Summary.
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Position
See Management's Discussion and Analysis of Results of Operations and
Financial Position appearing on pages 2 through 8 of the Corporation's 2000
Annual Report to Shareowners; such discussion and analysis is incorporated by
reference in this Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
For information concerning market risk sensitive instruments, see discussion
under the headings "Market Risk and Risk Management" in Management's Discussion
and Analysis of Results of Operations and Financial Position on page 7 and
"Hedging Activity" at Note 1 and Notes 12 and 13 on pages 14 to 15 and 21 to 22
of the Corporation's 2000 Annual Report to Shareowners. Such information is
incorporated by reference in this Form 10-K.
Item 8. Financial Statements and Supplementary Data
The 2000 and 1999 Consolidated Balance Sheet, and other financial statements
for the years 2000, 1999 and 1998, together with the report thereon of
PricewaterhouseCoopers LLP dated January 18, 2001, appearing on pages 9 through
13 in the Corporation's 2000 Annual Report to Shareowners are incorporated by
reference in this Form 10-K. The 2000 and 1999 Selected Quarterly Financial
Data appearing on page 24 in the Corporation's 2000 Annual Report to Shareowners
are incorporated by reference in this Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 10 with respect to directors is
incorporated herein by reference to the section of the Corporation's Proxy
Statement for the 2001 Annual Meeting of Shareowners entitled "General
Information Concerning the Board of Directors Nominees." Information regarding
executive officers is contained in Part I of this Form 10-K under the heading
"Executive Officers." Information concerning Section 16(a) compliance is
contained in the section of the Corporation's Proxy Statement for the 2001
Annual Meeting of Shareowners entitled "Section 16(a) Beneficial Ownership
Reporting Compliance."
Item 11. Executive Compensation
The information required by Item 11 is incorporated herein by reference to
the sections of the Corporation's Proxy Statement for the 2001 Annual Meeting of
Shareowners entitled "Report of Committee on Compensation and Executive
Development" and "Compensation of Executive Officers." Such incorporation by
reference shall not be deemed to specifically incorporate by reference the
information referred to in Item 402(a)(8) of Regulation S-K.
- 12 -
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 is incorporated herein by reference to
the section of the Corporation's Proxy Statement for the 2001 Annual Meeting of
Shareowners entitled "Security Ownership of Directors, Nominees and Executive
Officers."
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 is incorporated herein by reference to
the section of the Corporation's Proxy Statement for the 2001 Annual Meeting of
Shareowners entitled "Compensation of Executive Officers--Certain Business
Relationships."
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements, Financial Statement
Schedules and Exhibits
(1) Financial Statements (incorporated by Page Number
reference from the 2000 Annual Report to in Annual
Shareowners): Report
Report of Independent Accountants ................. 9
Consolidated Statement of Operations for the
three years ended December 31, 2000 ............... 10
Consolidated Balance Sheet-December 31, 2000
and 1999 .......................................... 11
Consolidated Statement of Cash Flows for the
three years ended December 31, 2000 ............... 12
Notes to Consolidated Financial Statements ........ 14
Selected Quarterly Financial Data (Unaudited) ..... 24
Page Number
(2) Financial Statement Schedule for the three in Form
years ended December 31, 2000: 10-K
Report of Independent Accountants on Financial Statement
Schedule .......................................... S-I
Schedule II Valuation and Qualifying Accounts ..... S-II
Consent of Independent Accountants ................ F-1
All other schedules are omitted because they are not
applicable or the required information is shown in the
financial statements or the notes thereto.
(3)Exhibits:
The following list of exhibits includes exhibits submitted
with this Form 10-K as filed with the SEC and those
incorporated by reference to other filings.
Exhibit Number
3(i) Restated Certificate of Incorporation, incorporated
by reference to Exhibit 3(i) to United Technologies
Corporation Quarterly Report on Form 10-Q (Commission
File number 1-812) for quarterly period ended
June 30, 2000.
3(ii) Bylaws as amended and restated effective
February 8, 1999, incorporated by reference to
Exhibit 3(ii) to United Technologies Corporation
Annual Report on Form 10-K (Commission file number
1-812) for fiscal year ended December 31, 1999.
- 13 -
Exhibit Number
4(a) Indenture, dated as of April 1, 1990, between the
Corporation and State Street Bank and Trust Company
(as successor to The Connecticut National Bank), as
trustee (incorporated by reference to Exhibit 4(a) to
the Corporation's Registration Statement on Form S-3,
File No. 333-74195, filed with the SEC on March 10,
1999). The Corporation hereby agrees to furnish to
the Commission upon request a copy of each other
instrument defining the rights of holders of long-
term debt of the Corporation and its consolidated
subsidiaries and any unconsolidated subsidiaries.
10.1 United Technologies Corporation 1979 Long Term
Incentive Plan, incorporated by reference to Exhibit
10(i) to United Technologies Corporation Annual
Report on Form 10-K (Commission file number 1-812)
for fiscal year ended December 31, 1992.
10.2 United Technologies Corporation Annual Executive
Incentive Compensation Plan, as amended.*
10.3 United Technologies Corporation Disability Insurance
Benefits for Executive Control Group, incorporated by
reference to Exhibit 10 (iii) to United Technologies
Corporation Annual Report on Form 10-K (Commission
file number 1-812) for fiscal year ended December 31,
1992.
10.4 United Technologies Corporation Executive Estate
Preservation Program, incorporated by reference to
Exhibit 10(iv) to United Technologies Corporation
Annual Report on Form 10-K (Commission file number 1-
812) for fiscal year ended December 31, 1992.
10.5 United Technologies Corporation Pension Preservation
Plan, incorporated by reference to Exhibit 10(v) for
United Technologies Corporation Annual Report on Form
10-K (Commission file number 1-812) for fiscal year
ended December 31, 1992.
10.6 United Technologies Corporation Senior Executive
Severance Plan, incorporated by reference to Exhibit
10(vi) to United Technologies Corporation Annual
Report on Form 10-K (Commission file number 1-812)
for fiscal year ended December 31, 1992.
10.7 United Technologies Corporation Deferred Compensation
Plan, as amended.*
10.8 Otis Elevator Company Incentive Compensation Plan,
incorporated by reference to Exhibit 10(viii) to
United Technologies Corporation Annual Report on Form
10-K (Commission file number 1-812) for fiscal year
ended December 31, 1992.
10.9 United Technologies Corporation Directors Retirement
Plan, as amended.*
10.10 United Technologies Corporation Deferred Compensation
Plan for Non-Employee Directors, incorporated by
reference to Exhibit 10(x) to United Technologies
Corporation Annual Report on Form 10-K (Commission
file number 1-812) for fiscal year ended December 31,
1992.
10.11 United Technologies Corporation Long Term Incentive
Plan, as amended.*
10.12 United Technologies Corporation Executive Disability,
Income Protection and Standard Separation Agreement
Plan, incorporated by reference to Exhibit 10(xii) to
United Technologies Corporation Annual Report on Form
10-K (Commission file number 1-812) for fiscal year
ended December 31, 1992.
10.13 United Technologies Corporation Directors' Restricted
Stock/Unit Program, incorporated by reference to
Exhibit 10(xiii) to United Technologies Corporation
Annual Report on Form 10-K (Commission file number
1-812) for fiscal year ended December 31, 1992.
10.14 United Technologies Corporation Board of Directors
Deferred Stock Unit Plan*, and Amendment 1 thereto
(incorporated by reference to Exhibit (10)(iii)(A)(1)
to United Technologies Corporation Report on Form 10-Q
(Commission file number 1-812) for quarterly period
ended June 30, 2000).
- 14 -
Exhibit Number
10.15 United Technologies Corporation Pension Replacement
Plan, incorporated by reference to Exhibit 10(xv) to
United Technologies Corporation Annual Report on Form
10-K (Commission file number 1-812) for fiscal year
ended December 31, 1993.
10.16 United Technologies Corporation Special Retention and
Stock Appreciation Program, incorporated by reference
to Exhibit 10(xvi) to United Technologies Corporation
Report on Form 10-Q (Commission file number 1-812)
for quarterly period ended September 30, 1995.
10.17 United Technologies Corporation Nonemployee Director
Stock Option Plan*, and Amendment 1 thereto
(incorporated by reference to Exhibit (10)(iii)(A)(2)
to United Technologies Corporation Report on Form 10-Q
(Commission file number 1-812) for quarterly period
ended June 30, 2000).
10.18 Merger Agreement, dated as of February 21, 1999,
among United Technologies Corporation, HSSail Inc.
and Sundstrand Corporation, incorporated by reference
to Exhibit 2.1 to United Technologies Corporation
Report on Form 8-K (Commission file number 1-812)
dated February 21, 1999 and filed with the SEC on
February 23, 1999.
10.19 Stock Purchase Agreement, dated as of March 16, 1999,
by and between Nevada Bond Investment Corp. II and
Lear Corporation, incorporated by reference to
Exhibit 99.1 to United Technologies Corporation
Report on Form 8-K (Commission file number 1-812)
dated March 16, 1999 and filed with the SEC on
March 19, 1999.
10.20 Incentive compensation letter agreement dated
December 21, 1998 and signed April 1, 1999 between
the Corporation and C. Scott Greer, President of UT
Automotive, incorporated by reference to Exhibit 10.1
to United Technologies Corporation Report on Form 10-Q
(Commission file number 1-812) for the Quarter
ended June 30, 1999.
11 Statement re: Computation of Per Share Earnings.**
12 Statement re: Computation of Ratio of Earnings to
Fixed Charges.**
13 Annual Report to Shareowners for year ended December
31, 2000 (except for the pages and information
thereof expressly incorporated by reference in this
Form 10-K, the Annual Report to Shareowners is
provided solely for the information of the Securities
and Exchange Commission and is not to be deemed
"filed" as part of this Form 10-K).**
21 Subsidiaries of the Registrant.**
23 Consent of PricewaterhouseCoopers LLP, included as
page F-1 of this Form 10-K.
24 Powers of Attorney of Antonia Handler Chayes, Jean-
Pierre Garnier, Jamie S. Gorelick, Charles R. Lee,
Richard D. McCormick, Frank P. Popoff, Andre
Villeneuve, Harold A. Wagner and Sanford I. Weill.**
Notes to Exhibits List:
* Incorporated by reference to Exhibit of the same
number to United Technologies Corporation Annual
Report on Form 10-K (Commission file number
1-812) for fiscal year ended December 31, 1995.
** Submitted electronically herewith.
Exhibits 10.1 through 10.20 are contracts or
compensatory plans required to be filed as exhibits
pursuant to Item 14(c) of the requirements for Form
10-K reports.
(b) No reports on Form 8-K were filed by the Corporation
during the quarter ended December 31, 2000.
- 15 -
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.
UNITED TECHNOLOGIES CORPORATION
(Registrant)
By /s/ David J. FitzPatrick
David J. FitzPatrick
Date: February 12, 2001 Senior Vice President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated, on the date set forth below.
Signature Title Date
/s/ George David Chairman, Director February 12, 2001
George David and Chief Executive
Officer
/s/ Karl J. Krapek Director, President February 12, 2001
Karl J. Krapek and Chief Operating
Officer
/s/ David J. Fitzpatrick Senior Vice February 12, 2001
David J. Fitzpatrick President, Chief
Financial Officer
and Treasurer
/s/ David G. Nord Vice President, February 12, 2001
David G. Nord Controller
ANTONIA HANDLER CHAYES* Director )
(Antonia Handler Chayes)
*By:/s/William H. Trachsel
JEAN-PIERRE GARNIER* Director ) William H. Trachsel
(Jean-Pierre Garnier) Attorney-in-Fact
Date: February 12, 2001
JAMIE S. GORELICK*
(Jamie S. Gorelick) Director )
CHARLES R. LEE* Director )
(Charles R. Lee)
RICHARD D. MCCORMICK* Director )
(Richard D. McCormick)
FRANK P. POPOFF* Director )
(Frank P. Popoff)
ANDRE VILLENEUVE* Director )
(Andre Villeneuve)
HAROLD A. WAGNER* Director )
(Harold A. Wagner)
SANFORD I. WEILL*
(Sanford I. Weill) Director )
- 16 -
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Shareowners
of United Technologies Corporation
Our audits of the consolidated financial statements referred to in our report
dated January 18, 2001 appearing on page 9 of the 2000 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/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
January 18, 2001
S-I
UNITED TECHNOLOGIES CORPORATION AND SUBSIDIARIES
Schedule II - Valuation and Qualifying Accounts
Three Years Ended December 31, 2000
(Millions of Dollars)
Allowances for Doubtful Accounts and Other Customer Financing Activity:
Balance December 31, 1997 $ 381
Provision charged to income 67
Doubtful accounts written off (net) (32)
Other adjustments (21)
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
Future Income Tax Benefits - Valuation allowance:
Balance December 31, 1997 $ 277
Additions charged to income tax expense 35
Reductions credited to income tax expense (93)
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
S-II
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-3 (Nos. 333-
51830, 333-89041 and 333-91959), 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 18, 2001
relating to the financial statements, which appears on page 9 of the 2000
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 18, 2001 on the Financial Statement
Schedule, which appears on page S-I of this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
February 12, 2001
F-1