FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Plan period ended December 31, 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 December 31, 1995 and November 30, 1995, and the changes in net assets available for benefits for the period ended December 31, 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 December 31, 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 $ 402,960 $ - $ - $ - $ - $ 402,960 Beneficial interests in Bankers Trust Company Pyramid Fixed Income Index Fund, at market - - - 1,826 - 1,826 Beneficial interests in Bankers Trust Company Pyramid Equity Index Fund, at market - 88,928 - 2,301 - 91,229 Beneficial interests in Bankers Trust Company Pyramid International Securities Index Fund, at market - - - 2,123 - 2,123 United Technologies Corporation Common Stock, at market - - 13,332 - - 13,332 Participant loans, at cost - - - - 10,646 10,646 Temporary investments, at cost plus accrued interest 17 2 322 - - 341 Total Investments 402,977 88,930 13,654 6,250 10,646 522,457 Contributions and fund and plan transfers receivable 79 406 317 8 65 875 Total Assets 403,056 89,336 13,971 6,258 10,711 523,332 Less - Liabilities: Contributions and fund and plan transfers payable 700 4 4 - - 708 Loans payable, net 123 5 44 (2) (5) 165 Accrued investment purchases - - - 62 - 62 Total Liabilities 823 9 48 60 (5) 935 Net Assets Available for Benefits $ 402,233 $ 89,327 $ 13,923 $ 6,198 $ 10,716 $ 522,397 Units of participation 75,766,838 6,984,569 1,826,448 3,331,361 10,716,000 Unit value $ 5.31 $ 12.79 $ 7.62 $ 1.86 $ 1.00 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 $ 402,807 $ - $ - $ - $ - $ 402,807 cost plus accrued interest Beneficial interests in Bankers Trust Company Pyramid Fixed Income Index - - - 1,695 - 1,695 Fund, at market Beneficial interests in Bankers Trust Company Pyramid Equity Index Fund, - 85,616 - 2,069 - 87,685 at market Beneficial interests in Bankers Trust Company Pyramid International - - - 1,939 - 1,939 Securities Index Fund, at market United Technologies Corporation Common Stock, at market plus accrued - - 12,464 - - 12,464 dividends ($72) 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 - 1,559 818 275 65 2,717 transfers receivable Total Assets 402,822 87,176 13,461 5,995 10,579 520,033 Less - Liabilities: Contributions and fund and plan 3,424 135 23 18 - 3,600 transfers payable 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 Changes in Net Assets Available for Benefits With Fund Information Period Ended December 31, 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 $ 1,817 $ 407 $ 84 $ 54 $ - $ 2,362 Employer 559 99 21 16 - 695 Total Contributions 2,376 506 105 70 - 3,057 Investment Income: Interest 2,382 - 3 - 65 2,450 Dividends - - - - - - Total Investment Income 2,382 - 3 - 65 2,450 Repayments on loans 281 77 15 9 (382) - Unrealized appreciation of investments - 1,551 152 143 - 1,846 Deduct: Cash distributions to participants 1,028 153 9 3 10 1,203 Loans to participants 277 76 23 6 (382) - Total Deductions 1,305 229 32 9 (372) 1,203 Inter-fund and inter-plan transfers (678) 375 294 - - (9) Net Increase in Net Assets Available 3,056 2,280 537 213 55 6,141 for Benefits Net Assets Available for Benefits 399,177 87,047 13,386 5,985 10,661 516,256 November 30, 1995 Net Assets Available for Benefits $ 402,233 $ 89,327 $ 13,923 $ 6,198 $ 10,716 $ 522,397 December 31, 1995 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. Effective December 1, 1995, the Plan year end was changed to the twelve month period ending December 31. The short period beginning December 1, 1995 and ending December 31, 1995 is covered by this report. 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 among the funds. Participants are permitted to transfer their accounts between investment funds once per quarter in any whole percentage. 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, 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 140,518 and 132,172 shares of UTC Common Stock at December 31 and November 30, 1995, 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 was 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.
December 31, November 30, 1995 1995 Income Fund 19,532 19,575 Equity Fund 6,890 6,850 UTC Stock Fund 1,894 1,849 Global Fund 1,076 1,057 The financial statements of the Plan are prepared under the accrual method of accounting. Benefits are recorded when paid. 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 from the Internal Revenue Service (IRS), dated February 8, 1996, 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. There were no gains recognized by the Master Trust funds for the one month period ended December 31, 1995.
(Thousands of Dollars) December 31, November 30, 1995 1995 CIGNA $ 1,566,944 $ 1,576,306 Aetna 494,944 503,447 Travelers 432,342 437,101 Prudential 219,677 223,870 Metropolitan Life 587,847 578,573 $ 3,301,754 $ 3,319,297 Amount of the contracts allocable to the Plan $ 402,960 $ 402,807 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 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.
(Thousands of Dollars) December 31, 1995 November 30, 1995 Dollars Units Dollars Units Income Fund $ 3,372 635,123 $ 2,913 551,925 Equity Fund 656 51,312 598 47,612 UTC Stock Fund 206 27,008 41 5,485 Global Fund 50 26,965 39 21,579 Loan Fund 64 64,000 48 48,000 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: June 7, 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 period ended December 31, 1995. PRICE WATERHOUSE LLP Hartford, Connecticut June 7, 1996