<PAGE>
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)<PAGE>
<PAGE>
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<PAGE>
<PAGE>
<TABLE>
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)
<CAPTION>
UTC Funds
Income Fund Equity Fund Stock Fund Global Fund Loan Fund Combined
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
(See accompanying Notes to Financial Statements)
<PAGE>
<PAGE>
<TABLE>
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)
<CAPTION>
UTC Funds
Income Fund Equity Fund Stock Fund Global Fund Loan Fund Combined
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
(See accompanying Notes to Financial Statements)
<PAGE>
<PAGE>
<TABLE>
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)
<CAPTION>
UTC Funds
Income Fund Equity Fund Stock Fund Global Fund Loan Fund Combined
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
(See accompanying Notes to Financial Statements)
<PAGE>
<PAGE>
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.<PAGE>
<PAGE>
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:
<TABLE><CAPTION>
November 30,
1995 1994
<S> <C> <C>
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
</TABLE>
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.<PAGE>
<PAGE>
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:
<TABLE><CAPTION>
November 30,
(Thousands of Dollars) 1995 1994
<S> <C> <C>
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
</TABLE>
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:
<TABLE><CAPTION>
(Thousands of Dollars) UTC
Equity Fund Stock Fund Global Fund
<S> <C> <C> <C>
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
<PAGE>
<PAGE>
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:
<TABLE><CAPTION>
November 30, 1995 November 30, 1994
(Thousands of Dollars) Dollars Units Dollars Units
<S> <C> <C> <C> <C>
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
</TABLE>
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.<PAGE>
<PAGE>
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<PAGE>
<PAGE>
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<PAGE>
