<PAGE>
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
DEFINED CONTRIBUTION RETIREMENT 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
DEFINED CONTRIBUTION RETIREMENT PLAN
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the United Technologies Corporation
Defined Contribution Retirement 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 Defined Contribution Retirement 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<PAGE>
<PAGE>
<TABLE>
UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
Statement of Net Assets Available for Benefits With Fund Information
December 31, 1996
<CAPTION>
UTC Funds
Income Equity Stock Global Combined
Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Assets:
Investments:
Beneficial interests in contracts
issued by insurance companies,
at cost plus accrued interest $5,006,173 $ - $ - $ - $5,006,173
Beneficial interests in Bankers
Trust Company Pyramid Equity
Index Fund, at market - 1,886,841 - 697 1,887,538
Beneficial interests in Bankers
Trust Company Pyramid Fixed
Income Index Fund, at market - - - 598 598
Beneficial interests in Bankers
Trust Company Pyramid
International Securities Index
Fund, at market - - - 972 972
United Technologies Corporation
Common Stock, at market - - 111,182 - 111,182
Temporary investments, at cost
plus accrued interest 210 - 11 - 221
Total Investments 5,006,383 1,886,841 111,193 2,267 7,006,684
Contributions and fund transfers
receivable 1,402 - 2,109 - 3,511
Total Assets 5,007,785 1,886,841 113,302 2,267 7,010,195
Liabilities:
Contributions and fund transfers
payable 16,559 32,564 3,315 61 52,499
Total Liabilities 16,559 32,564 3,315 61 52,499
Net Assets Available for
Benefits $4,991,226 $1,854,277 $ 109,987 $ 2,206 $6,957,696
Units of participation 874,078 117,700 10,153 1,067
Unit value $ 5.71 $ 15.75 $ 10.83 $ 2.07
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
Statement of Net Assets Available for Benefits With Fund Information
December 31, 1995
<CAPTION>
UTC Funds
Income Equity Stock Global Combined
Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Assets:
Investments:
Beneficial interests in contracts
issued by insurance companies,
at cost plus accrued interest $4,899,519 $ - $ - $ - $4,899,519
Beneficial interests in Bankers
Trust Company Pyramid Equity
Index Fund, at market - 1,368,711 - 586 1,369,297
Beneficial interests in Bankers
Trust Company Pyramid Fixed
Income Index Fund, at market - - - 465 465
Beneficial interests in Bankers
Trust Company Pyramid
International Securities Index
Fund, at market - - - 540 540
United Technologies Corporation
Common Stock, at market - - 1,186 - 1,186
Temporary investments, at cost
plus accrued interest 209 22 - - 231
Total Investments 4,899,728 1,368,733 1,186 1,591 6,271,238
Contributions and fund transfers
receivable 446,715 85,970 - - 532,685
Total Assets 5,346,443 1,454,703 1,186 1,591 6,803,923
Liabilities:
Contributions payable 625 14,613 102 52 15,392
Accrued investment purchases - - - 20 20
Total Liabilities 625 14,613 102 72 15,412
Net Assets Available for
Benefits $5,345,818 $1,440,090 $ 1,084 $ 1,519 $6,788,511
Units of participation 1,006,968 112,602 142 817
Unit value $ 5.31 $ 12.79 $ 7.62 $ 1.86
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE>
<TABLE>
UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
Statement of Changes in Net Assets Available for Benefits With Fund Information
Period Ended December 31, 1996
<CAPTION>
UTC Funds
Income Equity Stock Global Combined
Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment Income:
Net appreciation in fair value
of investments $ - $ 333,092 $ 3,156 $ 200 $ 336,448
Interest 359,766 19 14 - 359,799
Dividends - - 278 - 278
Total Investment Income 359,766 333,111 3,448 200 696,525
Contributions:
Participants' 151,238 63,538 4,940 207 219,923
Employer's 296,058 82,166 3,306 280 381,810
Total Contributions 447,296 145,704 8,246 487 601,733
Deductions from net assets
attributed to:
Cash distributions to
participants 967,023 166,747 - - 1,133,770
Total Deductions 967,023 166,747 - - 1,133,770
Inter-fund and inter-plan
transfers (194,631) 102,119 97,209 - 4,697
Net (Decrease)/Increase (354,592) 414,187 108,903 687 169,185
Net Assets Available for
Benefits December 31, 1995 5,345,818 1,440,090 1,084 1,519 6,788,511
Net Assets Available for
Benefits December 31, 1996 $4,991,226 $1,854,277 $ 109,987 $ 2,206 $6,957,696
</TABLE>
The accompanying notes are an integral part of these financial statements.
UNITED TECHNOLOGIES CORPORATION
DEFINED CONTRIBUTION RETIREMENT PLAN
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF THE PLAN
General. The United Technologies Corporation (UTC) Defined Contribution
Retirement Plan (the Plan) is a defined contribution savings and money purchase
plan administered by UTC. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). Eligible employees of UTC and
certain of its subsidiaries may participate after completing 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. The employer makes contributions for each
participant up to 3.5 percent of the participant's compensation. In addition,
certain participants may elect to contribute, through payroll deductions,
between 1 and 12 percent of their total compensation with up to the first 4
percent of each participant's contribution being matched 50 percent by the
employer. Participant contributions, plus actual earnings thereon, are fully
vested at all times under the Plan. Generally, employer contributions, plus
actual earnings thereon, become fully vested after two years of Plan
participation.
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 $
90,600 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 1,678 and 26 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.<PAGE>
<PAGE>
. 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 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.
Payment of Benefits. Generally, benefits are paid in a lump sum to a
terminating participant. A participant 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.
There were no distributions in common stock for the period ended December 31,
1996.
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<PAGE>
<PAGE>
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:
<TABLE><CAPTION>
(Thousands of Dollars) December 31, December 31,
1996 1995
<S> <C> <C>
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 $ 5,006 $ 4,900
to the Plan
</TABLE>
NOTE 4 - FUNDING POLICY
The Corporation funds its obligation to the plan on a monthly basis. At
December 31, 1996, the minimum funding requirements under ERISA have been met.
NOTE 5 - 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 6 - 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:
<TABLE><CAPTION>
December 31,
1996 1995
<S> <C> < <C> <C>
Net assets available for benefits c
per the financial statements $ 6,957,696 $ 6,788,511
Amounts allocated to participant
withdrawals (150,301) (529,952)
Net assets available for benefits
per Form 5500 $ 6,807,395 $ 6,258,559
</TABLE>
Year Ended December
31, 1996
Benefits paid to participants per the
financial statements $1,133,770
Add: Amounts allocated to participant
withdrawals at December 31, 1996 150,301
Less: Amounts allocated to participant
withdrawals at December 31, 1995 (529,952)
Benefits paid to participants per Form
5500 $ 754,119
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 7 - TAX STATUS
The Internal Revenue Service has determined and informed UTC by letter dated
April 22, 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 8 - SUBSEQUENT EVENT
Effective January 1, 1997, Fidelity Institutional Retirement Services Company
assumed the participant account recordkeeping responsibilities from Bankers
Trust.<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
DEFINED CONTRIBUTION RETIREMENT 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<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. 33-58937) of United Technologies Corporation of our
report dated June 26, 1997 appearing in the United Technologies Corporation
Defined Contribution Retirement Plan's Annual Report on Form 11-K for the year
ended December 31, 1996.
PRICE WATERHOUSE LLP
Hartford, Connecticut
June 26, 1997<PAGE>
