FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Plan year ended November 30, 1995 Commission File Number 1-812 UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN (Full title of the plan) UNITED TECHNOLOGIES CORPORATION One Financial Plaza Hartford, Connecticut 06101 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) FINANCIAL STATEMENTS OF THE UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN REPORT OF INDEPENDENT ACCOUNTANTS To United Technologies Corporation and Participants of the United Technologies Corporation Represented Employee Savings Plan In our opinion, the accompanying statements of net assets available for benefits with fund information and the related statement of changes in net assets available for benefits with fund information present fairly, in all material respects, the net assets available for benefits of the United Technologies Corporation Represented Employee Savings Plan at November 30, 1995 and 1994, and the changes in net assets available for benefits for the year ended November 30, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Hartford, Connecticut May 24, 1996 UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Benefits With Fund Information November 30, 1995 (Thousands of Dollars, except unit value)
(See accompanying Notes to Financial Statements)UTC Funds Income Fund Equity Fund Stock Fund Global Fund Loan Fund Combined Assets: Investments: Beneficial interests in contracts issued by insurance companies, at cost plus accrued interest $ 402,807 $ - $ - $ - $ - $ 402,807 Beneficial interests in Bankers Trust Company Pyramid Fixed Income Index Fund, at market - - - 1,695 - 1,695 Beneficial interests in Bankers Trust Company Pyramid Equity Index Fund, at market - 85,616 - 2,069 - 87,685 Beneficial interests in Bankers Trust Company Pyramid International Securities Index Fund, at market - - - 1,939 - 1,939 United Technologies Corporation Common Stock, at market plus accrued dividends ($72) - - 12,464 - - 12,464 Participant loans, at cost - - - - 10,514 10,514 Temporary investments, at cost plus accrued interest 15 1 179 17 - 212 Total Investments 402,822 85,617 12,643 5,720 10,514 517,316 Contributions and fund and plan transfers receivable - 1,559 818 275 65 2,717 Total Assets 402,822 87,176 13,461 5,995 10,579 520,033 Less - Liabilities: Contributions and fund and plan transfers payable 3,424 135 23 18 - 3,600 Loans payable, net 221 (6) 52 (8) (82) 177 Total Liabilities 3,645 129 75 10 (82) 3,777 Net Assets Available for Benefits $ 399,177 $ 87,047 $ 13,386 $ 5,985 $ 10,661 $ 516,256 Units of participation 75,642,978 6,928,405 1,776,362 3,294,604 10,661,000 Unit value $ 5.28 $ 12.56 $ 7.54 $ 1.82 $ 1.00 UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Benefits With Fund Information November 30, 1994 (Thousands of Dollars, except unit value)
(See accompanying Notes to Financial Statements)UTC Funds Income Fund Equity Fund Stock Fund Global Fund Loan Fund Combined Assets: Investments: Beneficial interests in contracts issued by insurance companies, at cost plus accrued interest $ 373,270 $ - $ - $ - $ - $ 373,270 Beneficial interests in Bankers Trust Company Pyramid Fixed Income Index Fund, at market - - - 1,184 - 1,184 Beneficial interests in Bankers Trust Company Pyramid Equity Index Fund, at market - 59,087 - 1,301 - 60,388 Beneficial interests in Bankers Trust Company Pyramid International Securities Index Fund, at market - - - 1,489 - 1,489 United Technologies Corporation Common Stock, at market plus accrued dividends ($50) - - 6,371 - - 6,371 Participant loans, at cost - - - - 9,494 9,494 Temporary investments, at cost plus accrued interest 1 1 218 2 - 222 Total Investments 373,271 59,088 6,589 3,976 9,494 452,418 Contributions and fund and plan transfers receivable 493 98 82 72 47 792 Total Assets 373,764 59,186 6,671 4,048 9,541 453,210 Less - Liabilities: Contributions and fund and plan transfers payable 108 22 - - - 130 Loans payable, net 229 22 28 - (237) 42 Accrued investment purchases - - 22 - - 22 Total Liabilities 337 44 50 - (237) 194 Net Assets Available for Benefits $ 373,427 $ 59,142 $ 6,621 $ 4,048 $ 9,778 $ 453,016 Units of participation 75,926,503 6,466,865 1,434,566 2,688,069 9,778,000 Unit value $ 4.92 $ 9.15 $ 4.62 $ 1.51 $ 1.00 UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits With Fund Information Plan Year Ended November 30, 1995 (Thousands of Dollars)
(See accompanying Notes to Financial Statements)UTC Funds Income Fund Equity Fund Stock Fund Global Fund Loan Fund Combined Contributions: Participants $ 26,608 $ 5,244 $ 961 $ 723 $ - $ 33,536 Employer 8,441 1,318 247 206 - 10,212 Total Contributions 35,049 6,562 1,208 929 - 43,748 Investment Income: Interest 27,250 1 12 1 668 27,932 Dividends - - 242 - - 242 Total Investment Income 27,250 1 254 1 668 28,174 Repayments on loans 3,015 749 135 108 (4,007) - Unrealized appreciation of investments - 21,916 3,555 741 - 26,212 Gain on sale of investments - 417 518 119 - 1,054 Deduct: Cash distributions to participants: 29,428 4,552 519 262 990 35,751 Loans to participants 4,264 704 172 72 (5,212) - Earned and unapplied forfeitures 5 - 1 1 - 7 Total Deductions 33,697 5,256 692 335 (4,222) 35,758 Inter-fund and inter-plan transfers (5,867) 3,516 1,787 374 - (190) Net Increase in Net Assets Available for Benefits 25,750 27,905 6,765 1,937 883 63,240 Net Assets Available for Benefits November 30, 1994 373,427 59,142 6,621 4,048 9,778 453,016 Net Assets Available for Benefits November 30, 1995 $ 399,177 $ 87,047 $ 13,386 $ 5,985 $ 10,661 $ 516,256 UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Notes to Financial Statements NOTE 1 - DESCRIPTION OF THE PLAN The United Technologies Corporation Represented Employee Savings Plan (the Plan) is a defined contribution savings plan sponsored by United Technologies Corporation (UTC). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Union represented employees of UTC are eligible to participate in the Plan if the employees have completed at least one year of service and their employment is covered by a collective bargaining agreement that provides that such employees may participate in the Plan. Below is a brief description of the Plan. More complete information is provided in the plan document which is available from UTC. Participants may elect, through payroll deductions, to make after-tax contributions of between $2 per week and the amount permitted by the relevant collective bargaining agreement. Certain participants, depending on their collective bargaining agreement, may also make tax-deferred contributions. Participant contributions are fully vested at all times under the Plan. The employer will make contributions with respect to each participant equal in amount to 50 percent of the participant's contributions, up to specified limits. Generally, employer contributions become fully vested after two years of Plan participation. All participant contributions are credited to a participant account maintained by UTC. Contributions are invested, pursuant to each participant's direction, in one or more of the following funds: the Income Fund, the Equity Fund, the UTC Stock Fund and the Global Fund, where permitted. Participants may elect to have 100 percent of their contributions invested in one investment fund or may allocate the contributions in any whole percentage (effective January 1, 1994) among the funds. Prior to January 1, 1994, allocations were made in multiples of 25%. Participants are permitted to transfer their accounts between investment funds once per quarter in any whole percentage (effective January 1, 1994). Prior to January 1, 1994, transfers between investment funds were generally permitted in multiples of 10 percent. The Income Fund is invested in contracts issued by five insurance companies. Under these contracts, each insurance company guarantees repayment in full of the principal amount invested plus interest credited at a fixed rate for a specified period. Interest is credited to each contract based on an annual interest rate set each year by the individual insurance companies. This rate, which differs among contracts, takes into account any difference between prior year credited interest and the actual amount of investment earnings allocable to the contract in accordance with the established allocation procedures of the insurance company. The weighted average rate set for the 1995 calendar year was 7.25 percent. The Equity Fund may be invested in common or capital stocks of corporations, bonds or securities convertible into such stocks, or shares of any federally registered mutual fund or similar type of investment fund, including investment in any commingled trust fund managed by Bankers Trust Company (BT), the Trustee, which is invested primarily in similar types of equity securities. During 1995 and 1994, the Equity Fund was invested principally in the BT Pyramid Equity Index Fund, which is a portfolio of common stocks replicating the Standard & Poor's Composite Index of 500 stocks. Interest and dividends earned by the Equity Fund are reinvested and increase market value. The UTC Stock Fund consists principally of 132,172 and 108,043 shares of Common Stock of UTC at November 30, 1995 and 1994, respectively. The Global Fund is invested in almost equal proportion in three different funds managed by the Trustee: the BT Pyramid International Securities Index Fund, the BT Pyramid Fixed Income Index Fund and the BT Pyramid Equity Index Fund (as described above). The BT Pyramid International Securities Index Fund invests in four other international index funds managed by the Trustee. The BT Pyramid Fixed Income Index Fund invests primarily in obligations of the U.S. Government and its agencies and other publicly traded, high-grade domestic debt instruments. Interest and dividends earned by these investments are reinvested and increase market value. Certain participants may also make limited tax-deferred or after-tax contributions to an individual medical account (IMA), where permitted. The employer will contribute with respect to each participant an amount equal to 75 percent of the participant's IMA contribution. All contributions to an IMA will be invested 100 percent in the Income Fund and may not be withdrawn until retirement or termination. Certain participants with at least two years of plan participation are allowed to borrow up to 50 percent of their vested account balances (excluding individual medical account contributions). Loan amounts can range from $1,000 to $50,000 and must be repaid in 5 years or less with interest. Forfeitures of employer contributions are used to reduce employer contributions; earned but unapplied forfeitures will be applied against future employer contributions and are shown separately in the Statement of Changes in Net Assets Available for Benefits With Fund Information. Participants who transfer to a new location of UTC which is covered by a different savings plan have the option of transferring their account balances in accordance with the provisions of the new savings plan, including available investment funds. Transfer of balances to the new savings plan will be governed by the terms of the collective bargaining agreements. The number of participants in the Plan at year end were as follows: The participants above may have investments in more than one of the investment funds. NOTE 2 - SUMMARY OF ACCOUNTING PRINCIPLES UTC has entered into a master trust agreement with the Trustee. Under this agreement, certain employee savings plans of UTC and its subsidiaries combine their trust fund investments in the Master Trust. Participating plans purchase units of participation in the investment funds based on their monthly contribution to such funds and the unit value of the applicable investment fund at the end of the month. The value of a unit in each fund is determined at the end of each month by dividing the sum of uninvested cash, accrued income and the current market value of investments by the total number of outstanding units in such funds. The plans receive income from the funds' investments which increase the unit values. Distributions to participants reduce the number of participation units held by the plans. The financial statements of the Plan are prepared under the accrual method of accounting. Benefits are recorded when paid.
November 30, 1995 1994 Income Fund 19,575 20,880 Equity Fund 6,850 6,859 UTC Stock Fund 1,849 1,695 Global Fund 1,057 1,011 The investments of the Income Fund are valued at cost plus accrued interest. The investments of the Equity Fund, the UTC Stock Fund, and the Global Fund are valued at market as determined by the Trustee by reference to published market data. The expenses of operating the Plan are payable out of the funds held under the Plan, unless the employer elects to pay such expenses. The expenses for the 1995 plan year were paid by the employer. The Plan is not subject to federal income tax as the Plan and its related trust are considered by UTC to satisfy the qualification and exemption requirements of Sections 401(a) and 501(a) of the Internal Revenue Code. UTC has received a favorable determination letter (dated February 8, 1996) from the Internal Revenue Service (IRS) indicating that the Plan continues to qualify under Sections 401(a) and 501(a) of the Code. Under these sections, contributions by UTC, participants (at their election) and related earnings will be tax deferred until such amounts are distributed. NOTE 3 - INSURANCE CONTRACTS The following is a summary of the insurance contracts held in the Income Fund and the portion allocable to the Plan: NOTE 4 - GAIN ON SALE OF INVESTMENTS The Trustee uses the average cost method in determining the cost of securities for purposes of calculating the gain or loss on the sale of securities. Gains and losses of the Master Trust funds are allocated to the participating plans based upon participation units at the month-end valuation date following the sale. The gains recognized by the Master Trust funds and amounts allocable to the Plan, for the Plan year ended November 30, 1995, are as follows:
November 30, (Thousands of Dollars) 1995 1994 CIGNA $ 1,576,306 $ 1,505,766 Aetna 503,447 529,588 Travelers 437,101 449,496 Prudential 223,870 237,500 Metropolitan Life 578,573 437,048 $ 3,319,297 $ 3,159,398 Amount of the contracts allocable to the Plan $ 402,807 $ 373,270
(Thousands of Dollars) UTC Equity Fund Stock Fund Global Fund Proceeds from sale of securities $ 37,210 $ 71,256 $ 30,878 Cost basis of securities sold 34,648 61,393 28,803 Gain on sale $ 2,562 $ 9,863 $ 2,075 Amount of gain allocable to the Plan $ 417 $ 518 $ 119 /TABLE NOTE 5 - REQUESTED DISTRIBUTIONS The following is a summary of distributions requested by participants which had not yet been paid at the respective plan year end: These amounts are reflected as liabilities in the Plan's Form 5500. NOTE 6 - PLAN AMENDMENTS Effective January 1, 1994, the Plan permits transfers between investment funds in any whole percentage. Prior to January 1, 1994, transfers between investment funds were generally made through increments of 10%. Effective January 1, 1994, the Plan permits future allocation of investment fund contributions in any whole percentage. Prior to January 1, 1994, investment allocations were made in 25% increments. Effective January 1, 1994, the Plan permits participants to receive an installment distribution upon attaining age 55 with five years of service. Prior to January 1, 1994, the Plan rules required age 55 with a minimum of 10 years of service. NOTE 7 - PLAN TERMINATION Although it has not expressed any intent to do so, UTC has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. NOTE 8 - SUBSEQUENT EVENT Effective December 1, 1995, the Plan year end was changed to the twelve month period ending December 31.
November 30, 1995 November 30, 1994 (Thousands of Dollars) Dollars Units Dollars Units Income Fund $ 2,913 551,925 $ 3,527 717,157 Equity Fund 598 47,612 405 44,298 UTC Stock Fund 41 5,485 58 12,546 Global Fund 39 21,579 20 13,289 Loan Fund 48 48,000 682 682,000 SIGNATURES The Plan (or other persons who administer the employee benefit plan), pursuant to the requirements of the Securities Exchange Act of 1934, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Dated: May 28, 1996 By: /s/ Daniel P. O'Connell Daniel P. O'Connell Corporate Director, Employee Benefits and Human Resources Systems United Technologies Corporation Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-26580) of United Technologies Corporation of our report dated May 24, 1996 appearing in the United Technologies Corporation Represented Employee Savings Plan's Annual Report on Form 11-K for the year ended November 30, 1995. PRICE WATERHOUSE LLP Hartford, Connecticut May 28, 1996