Edgar Filing: UNITED TECHNOLOGIES CORP /DE/

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Form 11-K

LOGO

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Plan fiscal year ended December 31, 2008

Commission File Number 1-812

UNITED TECHNOLOGIES CORPORATION

EMPLOYEE SAVINGS PLAN

UNITED TECHNOLOGIES CORPORATION

One Financial Plaza

Hartford, Connecticut 06103

UNITED TECHNOLOGIES CORPORATION

EMPLOYEE SAVINGS PLAN

Index to Financial Statements

December 31, 2008 and 2007


		Page
Report of Independent Registered Public Accounting Firm		3

Financial Statements

Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007		4

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2008		5

Notes to Financial Statements		6–15

Supplemental Schedule - Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2008		16

Signature		17

Exhibit Index		18

Consent of Independent Registered Public Accounting Firm		19

FINANCIAL STATEMENTS OF THE UNITED TECHNOLOGIES CORPORATION

EMPLOYEE SAVINGS PLAN

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of the

United Technologies Corporation

Employee Savings Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the United Technologies Corporation Employee Savings Plan (the “Plan”) at December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut

June 26, 2009

UNITED TECHNOLOGIES CORPORATION

EMPLOYEE SAVINGS PLAN

Statements of Net Assets Available for Benefits

(Thousands of Dollars)


	December 31, 2008		December 31, 2007
Assets:
Investment in Master Trust, at fair value	$	11,688,555	$	15,307,997
Contributions receivable:
Participants’		723		12,415
Employer’s		59		499

Net assets available for benefits, at fair value		11,689,337		15,320,911
Adjustment from fair value to contract value for interest in Master Trust relating to fully benefit-responsive investment contracts		559,402		(183,076	)

Net assets available for benefits	$	12,248,739	$	15,137,835

The accompanying notes are an integral part of these financial statements.

UNITED TECHNOLOGIES CORPORATION

EMPLOYEE SAVINGS PLAN

Statement of Changes in Net Assets Available for Benefits

(Thousands of Dollars)


	Year Ended December 31, 2008
Additions to net assets attributed to:
Contributions:
Participants’		361,543
Employer’s		29,146

Total additions		390,689


Deductions from net assets attributed to:
Plan interest in net depreciation and investment loss of Master Trust		2,608,294
Distributions to participants or beneficiaries		661,057
Interest expense		22,836
Administrative expenses		1,681

Total deductions		3,293,868

Net decrease prior to transfers		2,903,179

Plan transfers:
Assets transferred into Plan		14,109
Assets transferred out of Plan		(26	)

Net transfers		14,083

Net decrease		2,889,096
Net assets available for benefits, December 31, 2007		15,137,835

Net assets available for benefits, December 31, 2008	$	12,248,739

The accompanying notes are an integral part of these financial statements.

UNITED TECHNOLOGIES CORPORATION

EMPLOYEE SAVINGS PLAN

Notes to Financial Statements

NOTE 1 – DESCRIPTION OF THE PLAN

General. The United Technologies Corporation Employee Savings Plan (the “Plan”) is a defined contribution savings plan administered by United Technologies Corporation (“UTC,” the “Corporation,” the “Employer,” or the “Company”). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Generally, non-represented employees of the Corporation and in participating business units of UTC are eligible to participate in the Plan immediately upon employment with UTC. Generally, participants are eligible for matching Employer contributions after one year of service, as defined. The following is a brief description of the Plan. For more complete information, participants should refer to the summary plan description as well as the Plan document, which are available from UTC.

Trustee and Recordkeeper. The Plan trustee holds all of the Plan’s assets. State Street Bank and Trust (“Trustee”) is the Plan trustee. Fidelity Institutional Retirement Services Company (“Fidelity”) provides recordkeeping services and acts as the sub-trustee for a portion of the Plan’s assets.

Contributions and Vesting. The percentages of total compensation participants may elect to contribute, through payroll deductions, vary depending on the provisions of the Plan specific to a participant’s location. Participants direct the investment of their contributions into various investment options offered by the Plan through the United Technologies Corporation Employees Savings Plan Master Trust (“Master Trust”). Through the Master Trust, the Plan offers 20 mutual funds, seven commingled index funds, one stable value fund, and a company stock fund as investment options to participants. The Master Trust also includes a money market fund that is primarily used for transitioning or merging plans. Participant contributions, plus actual earnings thereon, are fully vested at all times under the Plan.

Effective January 2008, a Roth 401(k) option and automatic enrollment were introduced to the Plan for participants. The Roth option allows participants to contribute after tax monies. Any earnings on the Roth contributions are tax free when withdrawn, provided the participant meets the Roth distribution requirements. New and acquired participants are automatically enrolled at a 5% pre-tax deferral rate 45 days from their date of hire. Participants may opt out of automatic enrollment at any point before or after the 45 day window. Automatic contributions are invested in the Plan’s age appropriate Vanguard Target Retirement Fund.

Generally, UTC matches up to 60 percent of a participant’s contributions, up to specified limits, in UTC Common Stock (“Common Stock”), with a different match percentage at certain locations. Generally, Employer contributions plus actual earnings thereon become fully vested after two years of Plan participation.

UTC has established a leveraged Employee Stock Ownership Plan (“ESOP”) to fund the Employer matching contributions to the Plan. The ESOP was primarily invested in UTC Series A ESOP Convertible Preferred Stock prior to the conversion of all 10.6 million outstanding shares of such ESOP Preferred Stock into 85 million shares of Common Stock (split adjusted) on November 6, 2003. Shares allocated to a participant’s ESOP account after January 1, 2004 may be re-allocated to other Plan investments without restriction provided that the participant has satisfied the Plan’s vesting requirements.

Participant Accounts. Each participant’s account is credited with (a) the participant’s contributions, (b) UTC’s contributions and (c) Plan earnings and losses reduced by expense allocations. 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’ non-vested Employer contribution amounts are used to reduce future UTC contributions and/or to pay Plan expenses. For the year ended December 31, 2008, approximately $589,000 of forfeitures was used to fund UTC’s contributions.

Voting Rights. Stock held in the UTC Common Stock Fund and ESOP Fund are voted by the Trustee at shareowner meetings of UTC in accordance with the confidential instructions of the participants whose accounts are invested in these funds. All shares of Employer stock in the UTC Common Stock Fund or participants’ ESOP accounts for which the Trustee receives voting instructions from participants to whose accounts the shares are allocated are voted in accordance with those instructions. All Employer stock in the UTC Common Stock Fund for which the Trustee does not receive timely voting instructions are voted by the Trustee in accordance with the timely instructions it receives with respect to a plurality of the shares in the UTC Common Stock Fund. All Employer stock in the ESOP Fund that has been allocated to participants’ ESOP accounts but for which the Trustee does not receive timely voting instructions, and all shares in the unallocated ESOP account, are voted by the Trustee in accordance with the timely instructions it receives with respect to a plurality of the shares that are allocated to participants’ ESOP accounts.

Participant Loans. Participants are allowed to borrow up to 50 percent of their vested account balances (excluding their ESOP Fund restricted account balance). Loan amounts range from $1,000 to $50,000 and must be repaid within 5 years. The loans are collateralized by the balance in the participant’s account and bear interest at the prime rate plus one percent per The Wall Street Journal, which ranged from 4.25 percent to 9.25 percent for loans outstanding at December 31, 2008. Principal and interest are paid ratably through payroll deductions.

Payment of Benefits. Generally, upon termination, benefits may be left in the Plan or 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 an investment in the UTC Common Stock Fund and ESOP fund may be paid in shares of UTC Common Stock instead of cash. Distributions in UTC Common Stock for the year ended December 31, 2008 were approximately $37,115,000.

NOTE 2 – SUMMARY OF ACCOUNTING PRINCIPLES

Basis of Accounting. The financial statements of the Plan are prepared under the accrual method of accounting.

Master Trust. The Plan’s assets are kept in the Master Trust maintained by the Trustee. Under the Master Trust agreement, the assets of certain employee savings plans of UTC are combined. Participating plans purchase units of participation in the underlying investment funds based on their contribution to such funds and the unit value of the applicable investment fund at the end of the trading day in which a transaction occurs. The unit value of each fund is determined at the close of each day 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 or losses from the funds’ investments, other than the UTC Common Stock Fund and ESOP Common Stock Fund, increase or decrease the participating plans’ unit values. UTC Common Stock Fund and ESOP Common Stock Fund dividends increase the Plan’s units in each fund. Distributions to participants reduce the number of participation units held by the participating plans (see Note 5).

Fully Benefit-Responsive Investment Contracts. The Plan is required to report fully responsive investment contracts at fair value. However, contract value is the relevant measurement attribute for fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through the Master Trust. The statement of net assets available for benefits presents the fair value of the investment in the Master Trust as well as the adjustment of the investment in the Master Trust from fair value to contract value relating to these investment contracts. The statement of changes in net assets available for benefits is prepared on a contract value basis.

Investment Valuation and Income Recognition. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Shares held in mutual funds are traded on a national exchange and are valued at the closing prices as of the last business day of each period presented.

Commingled funds represent investments held in institutional funds and are valued at the net asset values per share as of the valuation date. The commingled funds are made up of a variety of index funds. The underlying holdings of the commingled funds are primarily marketable equity and fixed income securities.

The Master Trust invests in a stable value fund that invests in managed separate account guaranteed investment contracts (“GICs”) and synthetic GICs with financial institutions. Managed separate account GICs are investment contracts invested in insurance company separate accounts established for the sole benefit of UTC stable value fund participants. The assets are wrapped by the financially responsible insurance company. The Plan participates in the underlying experience of the separate account via future periodic rate resets, which once set, are guaranteed by the insurance company. The wrap contract provides assurance that future adjustments to the crediting rate cannot result in a crediting rate less than zero. A synthetic GIC consists of a portfolio of underlying assets owned by the Master Trust and a wrap contract issued by a financially responsible third party, typically an insurance company. Synthetic GICs provide for a variable crediting rate which resets periodically. The wrap contract provides assurance that future adjustments to the crediting rate cannot result in a crediting rate less than zero. Individual assets comprising the synthetic GICs are valued at representative quoted market prices, if available. As of December 31, 2008 the fair value of the wrap contracts for the GICs were determined using a discounted cash flow method which considers recent rebids as determined by recognized dealers, discount rate and duration of the underlying portfolio. As of December 31, 2008 and 2007 the value of the wrap contracts was $4.1 million and $0, respectively.

As fully benefit-responsive investment contracts, the stable value fund’s investments are also stated at contract value (the amount available to pay benefits). Contract value includes contributions plus earnings, less Plan withdrawals and expenses. There are no reserves against contract value for credit risk.

UTC stock is stated at fair value determined using the closing sales price for UTC stock as of the valuation date.

Participant loans are valued at amortized cost, which approximates fair value.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

Note 6 provides additional disclosures with respect to fair value.

Plan Expenses. Certain Plan administrative expenses, including Trustee fees were paid directly by the Employer in 2008. All other administrative, investment management fees, recordkeeper fees and other investment expenses were paid from Plan assets during 2008.

Payment of Benefits. Benefit payments to participants or beneficiaries are recorded upon distribution.

Use of Estimates. The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the dates of the financial statements and changes therein during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the dates of the financial statements. Actual results could differ from those estimates.

Risks and Uncertainties. Through the Master Trust, the Plan provides for various investment options in any combination of stocks, bonds, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. These risks can be adversely impacted by shifts in the market’s perception of the issuers, changes in interest rates, and global economic conditions. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

NOTE 3 – NON PARTICIPANT-DIRECTED INVESTMENTS

The following is a summary of the financial information attributable to the Plan for the UTC ESOP Fund investment inside the Master Trust, which is not a participant-directed investment (Note 7):


	December 31,
	2008								2007
(Thousands of Dollars)	Allocated		Unallocated			Total			Allocated		Unallocated			Total
Assets:
Short-term investments	$	27,492	$	—		$	27,492		$	42,817	$	—		$	42,817
Common stock		2,063,170		1,286,351			3,349,521			3,017,801		1,997,303			5,015,104
ESOP receivables		—		172,960			172,960			—		181,986			181,986

Total assets		2,090,662		1,459,311			3,549,973			3,060,618		2,179,289			5,239,907
Liabilities:
Accrued ESOP interest		—		(1,111	)		(1,111	)		—		(1,188	)		(1,188	)
ESOP debt		—		(32,700	)		(32,700	)		—		(65,300	)		(65,300	)
Notes payable to UTC		—		(300,433	)		(300,433	)		—		(295,833	)		(295,833	)

Total liabilities		—		(334,244	)		(334,244	)		—		(362,321	)		(362,321	)

Net assets	$	2,090,662	$	1,125,067		$	3,215,729		$	3,060,618	$	1,816,968		$	4,877,586


	Year Ended December 31, 2008
(Thousands of Dollars)	Allocated			Unallocated			Total
Additions:
Interest and dividend income	$	51,387		$	35,600		$	86,987
Contributions		—			20,263			20,263
Allocation of 1,716,000 ESOP shares, at market		113,306			—			113,306

Total additions		164,693			55,863			220,556
Deductions:
Net (depreciation) of ESOP shares		(891,629	)		(611,622	)		(1,503,251	)
Distributions to participants		(104,056	)		—			(104,056	)
Interest expense		—			(22,836	)		(22,836	)
Transfers to participant-directed investments		(138,964	)		—			(138,964	)
Allocation of 1,716,000 ESOP shares, at market		—			(113,306	)		(113,306	)

Total deductions		(1,134,649	)		(747,764	)		(1,882,413	)
Net decrease		(969,956	)		(691,901	)		(1,661,857	)
Net assets:
Beginning of year		3,060,618			1,816,968			4,877,586

End of year	$	2,090,662		$	1,125,067		$	3,215,729

NOTE 4 – INVESTMENT CONTRACTS WITH INSURANCE COMPANIES

Through the Master Trust, the Plan invests in a stable value fund that invests in managed separate account GICs and synthetic GICs with financial institutions. Managed separate account GICs are investment contracts invested in insurance company separate accounts established for the sole benefit of the UTC stable value fund participants. The assets are wrapped by the financially responsible insurance company. The Plan participates in the underlying experience of the separate account via future periodic rate resets guaranteed by the insurance company. A synthetic GIC consists of a portfolio of underlying assets owned by the Master Trust, and a wrap contract issued by a financially responsible third party, typically an insurance company. Synthetic GICs provide for a variable crediting rate which resets periodically. The wrap contracts provide assurance that future adjustments to the crediting rate cannot result in a crediting rate less than zero. Under these contracts, each insurance company guarantees repayment in full of the principal amount 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 crediting rate is primarily based on the current yield-to-maturity of the covered investments, plus or minus amortization of the difference between the market value and contract value of the covered investments over the duration of the covered investments at the time of computation. There are no reserves against contract value for credit risk.

Certain events could limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) certain amendments to the Plan documents that adversely impact the stable value fund; (ii) introduction of an investment option that competes with the stable value fund; (iii) certain Plan sponsor events (e.g. a significant divestiture) that cause a significant withdrawal from the Plan; (iv) the failure of the trust to qualify for exemption from federal income taxes; or, (v) material breach of contract provisions. UTC does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable. Certain events enable issuers to terminate their contracts with UTC and settle at an amount other than contract value. Under each contract, the Plan has the option to address and cure any such event within a specified period of time. UTC does not believe that the occurrence of any such event is probable.

The average yield of the GICs based on actual earnings was approximately (5.8) % and 5.7% for the years ended December 31, 2008 and 2007, respectively. The average yield of the GICs based on interest rate credited to participants was approximately 6.25% and 6.35% for the years ended December 31, 2008 and 2007, respectively.

NOTE 5 – INVESTMENT IN MASTER TRUST

UTC has entered into a Master Trust agreement with the Trustee. Under this agreement, certain savings plans of UTC combine their trust fund investments in the Master Trust.

Participating plans purchase units of participation in the investment funds based on their contribution to such funds in addition to income or loss the investment funds may earn or sustain, less distributions made to the plans’ participants. The Plan’s interest in the net assets of the Master Trust was approximately 88 percent at December 31, 2008 and approximately 89 percent at December 31, 2007.

The following is a summary of the financial information and data for the Master Trust and the portion attributable to the Plan:

United Technologies Corporation Employee Savings Plan

Master Trust Statements of Net Assets

(Thousands of Dollars)


	December 31,
	2008									2007
	Allocated			Unallocated			Total			Allocated			Unallocated			Total
Assets:
Short-term investments	$	58,120		$	—		$	58,120		$	87,228		$	—		$	87,228
Investments:
Mutual funds		1,136,736			—			1,136,736			1,866,720			—			1,866,720
Commingled index funds		1,167,437			—			1,167,437			1,941,499			—			1,941,499
Common stock		3,213,008			1,286,351			4,499,359			4,423,478			1,997,303			6,420,781
Stable value fund investment contracts		6,396,864			—			6,396,864			6,871,315			—			6,871,315
Participant notes receivable		129,182			—			129,182			125,299			—			125,299

Subtotal		12,101,347			1,286,351			13,387,698			15,315,539			1,997,303			17,312,842
ESOP receivables		—			172,960			172,960			—			181,986			181,986
Interest and dividend receivable		7,443			—			7,443			972			—			972


Total assets		12,108,790			1,459,311			13,568,101			15,316,511			2,179,289			17,495,800

Liabilities:
Accrued liabilities		(3,714	)		—			(3,714	)		(549	)		—			(549	)
Accrued ESOP interest		—			(1,111	)		(1,111	)		—			(1,188	)		(1,188	)
ESOP debt		—			(32,700	)		(32,700	)		—			(65,300	)		(65,300	)
Notes payable to UTC		—			(300,433	)		(300,433	)		—			(295,833	)		(295,833	)

Total liabilities		(3,714	)		(334,244	)		(337,958	)		(549	)		(362,321	)		(362,870	)

Adjustment from fair value to contract value for fully benefit-responsive investment contracts		665,214			—			665,214			(216,527	)		—			(216,527	)
Net assets	$	12,770,290		$	1,125,067		$	13,895,357		$	15,099,435		$	1,816,968		$	16,916,403

Net assets of the Master Trust attributable to the Plan	$	11,122,890		$	1,125,067		$	12,247,957		$	13,307,953		$	1,816,968		$	15,124,921

United Technologies Corporation Employee Savings Plan

Master Trust Statement of Changes in Net Assets

(Thousands of Dollars)


	Year Ended December 31, 2008
	Allocated			Unallocated			Total
Additions:
Interest and dividend income	$	162,967		$	35,600		$	198,567
Transfers in from participating plans for purchase of units		490,032			20,263			510,295
Allocation of 1,716,000 ESOP shares, at market		113,306			—			113,306

Total additions		766,305			55,863			822,168
Deductions:
Net depreciation on fair value of investments		(2,361,888	)		(611,622	)		(2,973,510	)
Transfers out on behalf of participating plans for distributions		(759,309	)		—			(759,309	)
Allocation of 1,716,000 ESOP shares, at market		—			(113,306	)		(113,306	)
Master Trust administrative and interest expenses		(1,936	)		(22,836	)		(24,772	)

Total deductions		(3,123,133	)		(747,764	)		(3,870,897	)

Net decrease prior to transfers		(2,356,828	)		(691,901	)		(3,048,729	)

Plan transfers:
Assets transferred in		27,721			—			27,721
Assets transferred out		(38	)		—			(38	)

Net plan transfers		27,683			—			27,683

Decrease in net assets		(2,329,145	)		(691,901	)		(3,021,046	)
Net assets:
Beginning of year		15,099,435			1,816,968			16,916,403

End of year	$	12,770,290		$	1,125,067		$	13,895,357

During 2008, the Master Trust investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated/ (depreciated) in value as follows:


(thousands of dollars)
ESOP fund	$	(1,503,251	)
Common stock		(438,955	)
Mutual funds		(681,403	)
Commingled index funds		(769,813	)
Stable value fund investment contracts*		419,912

	$	(2,973,510	)

*	Appreciation is presented at contract value.


(thousands of dollars)	Year Ended December 31, 2008
Amounts pertaining to Plan:
Plan interest in net depreciation and investment loss of Master Trust	$	(2,608,294	)

Contributions received (cash basis)	$	402,820

Net assets transferred into Plan	$	14,083

Distributions to participants or beneficiaries	$	(661,057	)

Plan interest and administrative expenses	$	(24,517	)

NOTE 6 – FAIR VALUE OF INVESTMENTS

Effective January 1, 2008, the Master Trust adopted Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (FAS 157) for its investments. FAS 157 defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Master Trust’s market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

When quoted prices in active markets for identical assets are available, these quoted market prices are used to determine the fair value of investments and classify these assets as Level 1. In other cases where a quoted market price for identical assets in an active market is either not available or not observable, the fair values are estimated using valuation methodologies based on available and observable market information or by using a matrix pricing model. These financial assets would then be classified as a Level 2. If quoted market prices are not available, fair value is determined using an analysis of each investment’s financial performance and cash flow projections. In these instances, financial assets will be classified based upon the lowest level of input that is significant to the valuation. Therefore, financial assets may be classified in Level 3 even though there may be some significant inputs that may be readily available.

The following table provides the investments carried at fair value measured on a recurring basis as of December 31, 2008:


(thousands of dollars)	Quoted Prices Level 1			Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
Mutual funds	$	1,136,736		$	—		$	—	$	1,136,736
Commingled index funds		—			1,167,437			—		1,167,437
Common stock		4,499,359			—			—		4,499,359
Stable value fund investment contracts:
Synthetic GIC - equities		115,249	*		59,355	*		—		174,604
Synthetic GIC - fixed income		422,731	*		3,473,323	*		—		3,896,054
Traditional (separate account) GIC		—			2,380,385			—		2,380,385
Wrap contracts		—			—			4,124		4,124

Total investment contracts		537,980			5,913,063			4,124		6,455,167
Participant loans		—			—			129,182		129,182


Total	$	6,174,075		$	7,080,500		$	133,306	$	13,387,881

*	These amounts do not include receivables due to or payables due from the fund.

The changes in the balances of the Level 3 investments for the year ended December 31, 2008 were as follows:


(thousands of dollars)	Participant Loans		Wrap Contracts		Total
Balance, beginning of year	$	125,299	$	—	$	125,299
Unrealized gain/(loss)		—		4,124		4,124
Transfers in / (out)		—		—		—
Net loan withdrawals		3,883		—		3,883


Balance, end of year	$	129,182	$	4,124	$	133,306

NOTE 7 – EMPLOYEE STOCK OWNERSHIP PLAN

The ESOP was established on June 30, 1989. The ESOP purchased approximately 14.5 million shares of $1.00 par value Series A ESOP Convertible Preferred Stock (“ESOP Shares”), with a $4.80 per share annual dividend from UTC. The ESOP financed the ESOP Share purchases with interest bearing promissory notes (“ESOP debt”) (See Notes 8 and 9).

On November 6, 2003, UTC and the Trustee effected the conversion of all 10.6 million outstanding shares of ESOP Preferred Stock into 85 million shares of Common Stock (split adjusted). At the time of the conversion, each ESOP Share was convertible into four shares of Common Stock and had a guaranteed value of $65.

Shares of Common Stock are allocated to participant accounts of the Plan as participants earn UTC’s matching contributions. Shares of Common Stock are released for allocation to participants as principal and interest payments are made on the ESOP debt. Cash dividends on Common Stock shares held by the ESOP and additional contributions from UTC are used to repay ESOP debt principal and interest. ESOP debt may be pre-paid or re-amortized to either increase or decrease the number of shares released so that the value of released shares equals the value of the plan benefit. The Corporation may also, at its option, contribute additional Common Stock or cash to the ESOP. UTC has provided certain guarantees related to the matching contribution formula and certain other commitments in connection with the restructured ESOP debt. For the year ended December 31, 2008, participants were credited with matching contributions of $113.3 million representing approximately 1,716,000 shares. Additionally, in lieu of receiving cash, participants’ dividends are paid by allocating additional shares to participant accounts. Participants may elect to receive cash dividends. During 2008, participants earned dividends of approximately $51 million representing approximately 870,000 shares of Common Stock.

Shares allocated to a participant generally may not be distributed until the participant’s termination, disability, retirement, or death. Upon distribution, a participant may elect to receive either cash or shares of Common Stock.

The ESOP Fund’s investment in Common Stock shares at December 31, 2008 and 2007 are as follows:


	December 2008				December 2007
(thousands of dollars, except shares)	Allocated		Total		Allocated		Total
Number of Shares		38,426,170		62,491,048		39,453,662		65,522,653

Market Value	$	2,059,643	$	3,349,521	$	3,019,783	$	5,015,104

The market value per share of the Common Stock was $53.60 and $76.54, at December 31, 2008 and 2007, respectively. Further, the net assets available for benefits in the ESOP Fund at December 31, 2008 and 2007 include unrealized appreciation of approximately $2.8 billion and $4.5 billion, of which $1.1 billion and $1.8 billion relates to unallocated shares, respectively.

NOTE 8 – ESOP DEBT

In 1990, the Master Trust, with UTC as guarantor, executed a Note and Guaranty Agreement (the “Agreement”) and issued $660,000,000 of Series A, B, C and D notes (described below) representing the ESOP’s permanent financing. The Series A ESOP Debt was repaid in full during 1999 and the Series B and C were paid in full during 2008. The amounts outstanding under the Agreement, with interest rates and maturity dates, are as follows at December 31, 2008:


Note Series	Principal (000’s)		Rate of Interest		Due
D		32,700	7.68	%	December 10, 2009

	$	32,700

NOTE 9 – NOTES PAYABLE

In conjunction with the ESOP financing discussed in Note 8, the Master Trust issued a promissory note to UTC in 1990, bearing interest at 10.5 percent, and due over the period 2004 through 2009. At December 31, 2008 and 2007, $10.4 million and $18.8 million were outstanding, respectively. Required principal payments on the note are $10.4 million in 2009. The Trustee executed the following additional promissory notes. These promissory notes replaced a portion of the 1990 ESOP Debt notes described in Note 8 above.


Dates Issued	Principal (000’s)		Rate of Interest		Due
December 10, 1999		32,000	6.95	%	December 10, 2009
December 10, 2000		27,000	6.72	%	December 10, 2010
December 10, 2001		27,000	5.95	%	December 10, 2011
December 10, 2002		23,000	5.58	%	December 10, 2012
December 10, 2003		21,000	5.35	%	December 10, 2033
December 10, 2004		29,000	5.29	%	December 10, 2034
December 10, 2005		29,000	5.28	%	December 10, 2035
December 10, 2006		24,000	5.05	%	December 10, 2036
December 10, 2007		46,000	4.90	%	December 10, 2037
December 10, 2008		32,000	2.68	%	December 10, 2038

	$	290,000

NOTE 10 – RELATED-PARTY TRANSACTIONS

Fidelity and the Trustee manage certain Plan investment options. These transactions qualify as exempt party-in-interest transactions.

The Master Trust holds common shares of UTC, the Plan sponsor, and these qualify as exempt party-in-interest transactions.

The Plan invests in the UTC Common Stock Fund (the “Fund”), which is comprised of a short-term investment fund component and shares of common stock of UTC. The unit values of the Fund are recorded and maintained by Fidelity. During the year ended December 31, 2008, the Plan purchased units of the Fund in the approximate amount of $703,145,000 including dividends and interest of approximately $20,637,000, sold units of the Fund in the approximate amount of $550,446,000, and had net depreciation on the Fund in the approximate amount of $349,220,000. The total value of the Plan’s interest in the Fund was approximately $951,149,000 and $1,147,670,000 at December 31, 2008 and 2007, respectively.

The Plan invests in the ESOP, which is comprised of a short-term investment fund component and shares of common stock of UTC. The total value of the Plan’s interest in the ESOP was approximately $3,215,729,000 and $4,877,586,000 at December 31, 2008 and 2007, respectively, see (Notes 1, 3, 7, 8, and 9). In connection with the note payable financing (Note 9) the Plan has an ESOP receivable of $172,960,000 from UTC.

NOTE 11 – 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 and certain Plan provisions that limit this right when certain ESOP loans remain outstanding. In the event of Plan termination, participants will become 100 percent vested in their accounts.

NOTE 12 – 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 the Form 5500:


(Thousands of Dollars)	December 31,
(Thousands of Dollars)	2008			2007
Net assets available for benefits per the financial statements	$	12,248,739		$	15,137,835
Amounts allocated to participant withdrawals		(1,378	)		(1,296	)

Net assets available for benefits per Form 5500	$	12,247,361		$	15,136,539


(Thousands of Dollars)	Year Ended December 31, 2008
Distributions to participants or beneficiary per the financial statements	$	661,057
Add: Amounts allocated to participant withdrawals at December 31, 2008		1,378
Less: Amounts allocated to participant withdrawals at December 31, 2007		(1,296	)

Distributions to participants or beneficiary per Form 5500	$	661,139

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. Additionally, fully benefit-responsive GICs are recorded on the Form 5500 at contract value while in the Plan’s financial statements these investments are presented at fair value with an adjustment to contract value.

NOTE 13 – TAX STATUS

The Internal Revenue Service has determined and informed UTC by letter dated April 28, 2003 that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

NOTE 14 – LEGAL MATTERS

On September 11, 2006, certain individuals purporting to represent a class of plaintiffs filed a lawsuit against the Company, the Plan and certain individuals in the United States District Court for the Northern District of Illinois, Taylor v. United Techs. Corp., No. 06-CV-4895 (N.D. Ill. Sept. 11, 2006). After withdrawing this suit, the same individuals filed a nearly identical lawsuit in United States District Court for the District of Connecticut, Taylor v. United Techs. Corp., No. 3:06-CV-01494 (D. Conn. Sept., 22, 2006). The plaintiffs alleged several breaches of fiduciary duties imposed by the Employee Retirement Income Security Act of 1974, including allegations that the Plan’s actively managed investment options were too expensive and inappropriate for a defined contribution plan. On March 3, 2009 the Court granted the Company’s motion for Summary Judgment on all plaintiffs’ claims and dismissed the case with prejudice. The plaintiffs have since appealed to the United States Court of Appeals for the Second Circuit. That appeal is currently pending but, regardless of the outcome, the Company believes this matter will not have a material impact on the Plan’s net assets available for benefits.

NOTE 15 – SUBSEQUENT EVENTS

During 2009, UTC approved the merger of the United Technologies Corporation Defined Contribution Retirement Plan (the “Retirement Plan”) into the Plan. Participants of the Retirement Plan were eligible to participate in the Plan effective March 31, 2009. As of May 28, 2009, approximately $21,000,000 of net assets was transferred into the Plan.

UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN

SUPPLEMENTAL SCHEDULE

Schedule H, Line 4i—Schedule of Assets (Held at End of Year)

December 31, 2008


(a)	(b) Identity of issuer, borrower, lessor or similar party	(c) Description of investment, including maturity date, rate of interest, collateral, par or maturity value	(d) Cost value	(e) Current value
*	Plan Participants	Participant loans receivable collateralized by participant balances, interest ranging from 4.25 percent to 9.25 percent, terms ranging from 1 to 5 years	—	$	90,883,034

*	Indicates an identified person known to be a party-in-interest to the Plan.

SIGNATURE

The Plan (or 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.

EXHIBIT INDEX


(23)		Consent of Independent Registered Public Accounting Firm *

*	Submitted electronically herewith.

UNITED TECHNOLOGIES CORPORATION

EMPLOYEE SAVINGS PLAN

Dated: June 26, 2009

/s/ Natalie Morris

Natalie Morris

Director, Employee Benefits and Human Resources Systems United Technologies Corporation