FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Plan period ended December 31, 1996 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 the Participants and Administrator 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, 1996 and 1995, and the changes in net assets available for benefits for the period ended December 31, 1996, 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 June 26, 1997 UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Benefits With Fund Information December 31, 1996 (Thousands of Dollars, except unit value)
The accompanying notes are an integral part of these financial statements.UTC Funds Income Equity Stock Global Loan Combined Fund Fund Fund Fund Fund Assets: Investments: Beneficial interests in contracts issued by insurance companies, at cost plus accrued interest $413,873 $ - $ - $ - $ - $413,873 Beneficial interests in Bankers Trust Company Pyramid Fixed Income Index Fund, at market - - - 2,686 - 2,686 Beneficial interests in Bankers Trust Company Pyramid Equity Index Fund, at market - 121,763 - 3,135 - 124,898 Beneficial interests in Bankers Trust Company Pyramid International Securities Index Fund, at market - - - 3,558 - 3,558 United Technologies Corporation Common Stock, at market - - 28,987 - - 28,987 Participant loans, at cost - - - - 11,411 11,411 Temporary investments, at cost plus accrued interest 17 - 3 - - 20 Total Investments 413,890 121,763 28,990 9,379 11,411 585,433 Contributions and fund and plan transfers receivable 1,013 276 137 42 77 1,545 Total Assets 414,903 122,039 29,127 9,421 11,488 586,978 Liabilities: Contributions and fund and plan transfers payable - 73 7 38 2 120 Loans payable, net (75) (76) 41 (14) 27 (97) Total Liabilities (75) (3) 48 24 29 23 Net Assets Available for Benefits $414,978 $122,042 $29,079 $9,397 $11,459 $586,955 Units of participation 72,672,216 7,746,597 2,684,290 4,546,961 11,459,000 Unit value $ 5.71 $ 15.75 $ 10.83 $ 2.07 $ 1.00 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)
The accompanying notes are an integral part of these financial statements.UTC Funds Income Equity Stock Global Loan Combined Fund Fund Fund Fund Fund Assets: Investments: Beneficial interests in contracts issued by insurance companies, at cost plus accrued $402,960 $ - $ - $ - $ - $402,960 interest 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 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 Changes in Net Assets Available for Benefits With Fund Information Period Ended December 31, 1996 (Thousands of Dollars)
The accompanying notes are an integral part of these financial statements. UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE SAVINGS PLAN Notes to Financial Statements NOTE 1 - DESCRIPTION OF THE PLAN General. The United Technologies Corporation (UTC) Represented Employee Savings Plan (the Plan) is a defined contribution savings plan administered by UTC. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Union represented employees of UTC, covered by collective bargaining agreements that provide for Plan participation, are eligible to participate in the Plan after completing at least one year of service. The following is a brief description of the Plan. For more complete information, participants should refer to the plan document which is available from UTC. Contributions and Vesting. All participants may elect, through payroll deductions, to make tax deferred contributions of between $2 per week and the maximum amount permitted by the relevant collective bargaining agreement. Certain participants, depending on their collective bargaining agreement, may also make after-tax contributions. Participant contributions, plus actual earnings thereon, are fully vested at all times under the Plan. The employer will match 50 percent of the participant's contributions, up to specified limits. Generally, employer contributions, plus actual earnings thereon, become fully vested after two years of Plan participation. Certain participants may also make limited tax-deferred or after-tax contributions to an individual medical account (IMA) or tax-deferred contributions for cost of living adjustment (COLA), where permitted. The employer will match 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. Participant Accounts. Each participant's account is credited with the participant's contributions and allocations of (a) UTC's contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Forfeited balances of terminated participants' nonvested amounts are used to reduce future UTC contributions. For the period ended December 31, 1996, approximately $ 6,200 of forfeitures were used to fund UTC's contributions. Investment Options. Participants may elect to allocate the contributions in any whole percentage among the following 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. . The Equity Fund is principally invested in the BT Pyramid Equity Index Fund, which is a commingled trust fund managed by Bankers Trust Company (BT), the Trustee, and includes a portfolio of common stocks replicating the Standard & Poor's Composite Index of 500 stocks. . The UTC Stock Fund consists principally of 437,548 and 281,036 shares of UTC Common Stock at December 31, 1996 and 1995, respectively. Share amounts reflect the 2 for 1 stock split effective December 10, 1996. . The Global Fund is invested in almost equal proportions 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 IndexUTC Funds Income Equity Stock Global Loan Combined Fund Fund Fund Fund Fund Additions to net assets attributed to: Investment Income: Net appreciation in fair value of investments $ - $ 22,025 $ 6,402 $ 889 $ - $ 29,316 Interest 29,605 1 19 - 863 30,488 Dividends - - 387 - - 387 Total Investment Income 29,605 22,026 6,808 889 863 60,191 Contributions: Participants' 23,934 6,634 1,676 950 - 33,194 Employer's 7,473 1,637 418 275 - 9,803 Total Contributions 31,407 8,271 2,094 1,225 - 42,997 Repayments on loans 3,560 1,011 273 150 (4,994) - Deductions from net assets attributed to: Distributions to participants 29,531 6,069 1,396 391 1,269 38,656 Loans to participants 4,297 1,249 481 125 (6,152) - Total Deductions 33,828 7,318 1,877 516 (4,883) 38,656 Inter-fund and inter-plan transfers (17,999) 8,725 7,858 1,451 (9) 26 Net Increase 12,745 32,715 15,156 3,199 743 64,558 Net Assets Available for Benefits December 31, 1995 402,233 89,327 13,923 6,198 10,716 522,397 Net Assets Available for Benefits December 31, 1996 $414,978 $122,042 $ 29,079 $ 9,397 $ 11,459 $586,955 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. Participant Loans Receivable. Certain participants with at least two years of plan participation are allowed to borrow up to 50 percent of their vested account balances excluding IMA and COLA. Loan amounts can range from $1,000 to $50,000 and must be repaid within 5 years. The loans are secured by the balance in the participant's account and bear interest at Bankers Trust's prime rate plus one percent. Principal and interest are paid ratably through payroll deductions. Payment of Benefits. Generally, benefits are paid in a lump sum to terminating participants. Participants terminating due to retirement may elect to receive benefits in installments over two to twenty years. At the participant's election, the portion of a lump sum distribution attributable to the UTC Stock Fund may be paid in shares of UTC Common Stock instead of cash. Distributions in common stock for the period ended December 31, 1996 were approximately $ 56,000. Other. Participants who transfer to a new UTC location with a different savings plan have the option of transferring their account balances in accordance with the provisions of the new savings plan. NOTE 2 - SUMMARY OF ACCOUNTING PRINCIPLES Basis of Accounting. The financial statements of the Plan are prepared under the accrual method of accounting. Benefits are recorded when paid. Master Trust. The Plan's assets are kept in a Master Trust maintained by the Trustee. Under the Master Trust agreement, the assets of certain employee savings plans of UTC and its subsidiaries are combined. 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 unit value of each fund is determined at each month end by dividing the sum of uninvested cash, accrued income and the current value of investments by the total number of outstanding units in such funds. Income from the funds' investments increases the plans' unit values. Distributions to participants reduce the number of participation units held by the plans. Investment Valuation. Except for the Income Fund, the Plan's investments are stated at fair value. The fair value of the Equity Fund, the UTC Stock Fund, and the Global Fund is determined by the Trustee by reference to published market data. The Income Fund's investment contracts are stated at contract value which represents contributions plus earnings, less Plan withdrawals. Plan Expenses. Plan expenses are payable out of Plan assets, unless paid by the employer. The expenses for the 1996 plan year were paid by the employer. Use of Estimates. The preparation of financial statements requires UTC to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates. NOTE 3 - INVESTMENT CONTRACTS 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 rates for 1996 and 1995 were 7.5% and 7.25%, respectively. The following is a summary of the investment contracts held in the Income Fund and the portion allocable to the Plan: NOTE 4 - 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 5 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following are reconciliations of net assets available for benefits and benefits paid from the financial statements to Form 5500:
(Thousands of Dollars) December 31, December 31, 1996 1995 CIGNA $ 1,512,307 $ 1,566,944 Aetna 457,815 494,944 Travelers 388,845 432,342 Prudential 236,966 219,677 Metropolitan Life 782,764 587,847 $ 3,378,697 $ 3,301,754 Amount of the contracts allocable $ 413,873 $ 402,960 to the Plan Year Ended December 31, 1996 Benefits paid to participants per the financial statements $ 38,656 Add: Amounts allocated to participant withdrawals at December 31, 1996 5,348 Less: Amounts allocated to participant withdrawals at December 31, 1995 (4,348) Benefits paid to participants per Form 5500 $ 39,656
December 31, (Thousands of Dollars) 1996 1995 < Net assets available for benefits c per the financial statements $ 586,955 $ 522,397 Amounts allocated to participant withdrawals (5,348) (4,348) Net assets available for benefits per Form 5500 $ 581,607 $ 518,049 Amounts allocated to participant withdrawals are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. NOTE 6 - TAX STATUS The Internal Revenue Service has determined and informed UTC by letter dated February 8, 1996 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letters. However, the Plan administrator and tax counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC. NOTE 7 - SUBSEQUENT EVENT Effective January 1, 1997, Fidelity Institutional Retirement Services Company assumed the participant account recordkeeping responsibilities from Bankers Trust. 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 26, 1997 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 June 26, 1997 appearing in the United Technologies Corporation Represented Employee Savings Plan's Annual Report on Form 11-K for the year ended December 31, 1996. PRICE WATERHOUSE LLP Hartford, Connecticut June 26, 1997