United Technologies Corporation One Financial Plaza Hartford, CT 06103

March 14, 2014

Dear Shareowners,

It is my pleasure to invite you to attend the 2014 Annual Meeting of Shareowners of United Technologies Corporation. As in prior years, we will meet to consider important matters affecting our Company. Whether or not you plan to attend the meeting, I encourage you to review the enclosed information and vote your shares.

Looking back over the past year, I am proud of what United Technologies has accomplished and excited about the momentum we have created for the future. As we begin 2014, the success of our portfolio transformation and our continued investments in game-changing technologies position us to accelerate growth, as does our ability to leverage our tremendous global scale to provide customers with innovative solutions in our core aerospace and building systems markets.

United Technologies delivered another strong performance in 2013. Solid execution across our business units drove double-digit earnings growth. We increased our dividend per share by 10.3 percent in 2013, marking the 77th consecutive year United Technologies has paid a dividend to shareowners.

Across the Company there were many notable accomplishments in 2013. Among them was the successful integration of both Goodrich and International Aero Engines. These transformational acquisitions are delivering better-than-expected results and have greatly improved our position in the high-growth commercial aerospace market. We also announced a tremendous new growth platform with the creation of UTC Building & Industrial Systems, combining Otis and UTC Climate, Controls & Security. This combination better positions us to capitalize on urbanization in emerging markets, where customers need tailored energy-efficient solutions incorporating multiple building systems and services.

UTC’s Directors have broad leadership experience and superb operating and policy knowledge and I am grateful to our Board of Directors for their guidance, leadership and oversight.

As always, we value your ongoing participation and support of United Technologies Corporation, and we are committed to delivering world-class performance, outperforming our peers and creating long-term value for our shareowners.

Sincerely,

Louis R. Chênevert

Chairman & Chief Executive Officer

		United Technologies Corporation One Financial Plaza Hartford, CT 06103

March 14, 2014

NOTICE OF ANNUAL MEETING OF SHAREOWNERS

Annual Meeting Date: April 28, 2014

Time: 2:00 p.m. Eastern Daylight Time (doors open at 1:30 p.m.)

AGENDA:

If you owned shares of UTC Common Stock (“Common Stock”) at the close of business on March 3, 2014, you are entitled to vote at the meeting either in person or by proxy.

YOUR VOTE IS VERY IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. Most shareowners have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

This year we will again seek to conserve natural resources and reduce costs by electronically disseminating annual meeting materials, as permitted by the Securities and Exchange Commission. Many shareowners will receive a Notice of Internet Availability of Proxy Materials with instructions for accessing these materials via the Internet. You can also receive, upon request, a copy of the proxy materials by mail if you prefer.

Because seating is limited,please request a ticket in advance by following the instructions on page 70 of the Proxy Statement. For security reasons,please be prepared to show photo identification as well. If you need special assistance because of a disability, please contact our Corporate Secretary’s Office by calling (860) 728-7870, sending an email to: corpsec@corphq.utc.com, or writing to: Corporate Secretary, UTC, One Financial Plaza, Hartford, CT 06103.

By order of the Board of Directors.

Peter J. Graber-Lipperman

Vice President, Secretary & Associate General Counsel

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
		VIA THE INTERNET Visit the website listed on your proxy card				BY MAIL Sign, date and return your proxy card in the enclosed envelope
		BY TELEPHONE Call the telephone number on your proxy card				IN PERSON Attend the Annual Meeting and vote in person

ELECTION TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS.

You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic delivery. For further information on how to take advantage of this cost-saving service, please see page 73 of the Proxy Statement.

Proxy Statement Summary

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

United Technologies Corporation 10 Farm Springs Road Farmington, CT 06032

Notice of Annual Meeting of Shareowners

March 15, 2016

Who may vote:

If you owned shares of UTC Common Stock at the close of business on February 29, 2016, you are entitled to receive this notice of the meeting and to vote at the meeting either in person or by proxy. YOUR VOTE IS VERY IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

How to attend:

Please requesta ticket in advance by following the instructions on page 76. For security reasons,please be prepared to show photo identification when presenting your ticket for admission to the meeting. If you need special assistance because of a disability, please contact our Corporate Secretary’s Office by calling: 860-728-7870, sending an email to:
corpsec@corphq.utc.com, or writing to: Corporate Secretary, UTC, 10 Farm Springs Road, Farmington, CT 06032.

Election to receive electronic delivery of future annual meeting materials:

You can expedite delivery, avoid costly mailings and help conserve natural resources by confirming in advance your preference for electronic delivery. For further information on how to take advantage of this convenient and environmentally friendly service, please see page 80. You can always receive a printed copy on request.

By order of the Board of Directors.

Peter J. Graber-Lipperman

Corporate Vice President, Secretary & Associate General Counsel

Review Your Proxy Statement and Vote in One of Four Ways:

	VIA THE INTERNET Visit the website listed on your proxy card or voting instruction form
	BY TELEPHONE Call the telephone number on your proxy card or voting instruction form

	BY MAIL Sign, date and return your proxy card or voting instruction form in the enclosed envelope
	BY MOBILE DEVICE Scan the QR code included with your proxy card or voting instruction form

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

Proxy Statement Summary

This summary highlights selected information in this Proxy Statement. Please review the entire Proxy Statement and UTC’s Annual Report for 2015 before voting your shares.

Annual Meeting Agenda

2015 Performance

A sharper focus.The sale of our Sikorsky Aircraft business for approximately $9 billion allows us to better focus on our core aerospace and building systems businesses and enables us to deliver strong future growth.

A simpler structure.Under the leadership of our new President and Chief Executive Officer (“CEO”), Mr. Gregory Hayes, UTC has been streamlined into four core business segments. This simpler, flatter organizational structure gives each segment a more direct and transparent relationship to the CEO.

Old Structure		New Structure

ii

A refreshed leadership team.Our revamped senior executive team brings a fresh and reinvigorated operational focus on flawless execution and disciplined capital allocation.

Throughout 2015, UTC has maintained its strategy of long-term, sustainable growth. Some of our strategic and operational accomplishments for the year include:

While our 2015 strategic accomplishments have been impressive and exciting, this past year also presented challenges that adversely affected our financial performance. Among other factors, we continued to make capital investments in support of our long-term goals, including significant investments in the Pratt & Whitney GTF engine. We also faced external challenges that included slow growth in many of the markets in which we operate (especially China), pension-related headwinds and adverse foreign currency exchange rates which contributed to the decrease in net sales and diluted earnings per share (“EPS”) on an adjusted basis. Nevertheless, and consistent with past practice, UTC increased dividends paid to shareowners by 8.5% which represents the 79^thconsecutive year in which UTC has paid dividends. During 2015, UTC also returned $12 billion to shareowners in dividends and share repurchases (including a $6 billion accelerated share buyback program announced in November 2015) and communicated a $1.5 billion long-term structural cost reduction plan—actions intended to respond aggressively to these near-term financial and economic challenges.

Adjusted Net Sales(1)	Adjusted Diluted EPS(1)	Free Cash Flow(2)	Dividends Paid
(in billions)		(in billions)	(Per Common Share)

Executive Compensation Overview

Principal Elements of Compensation.Our senior executive compensation program has three primary components: base salary, annual bonus and long-term incentives which are awarded in two forms: performance share units (“PSUs”) and stock appreciation rights (“SARs”). Each component serves a specific purpose in our compensation strategy. Base salary is an essential part of any market-competitive compensation program. Annual bonus awards are intended to motivate the achievement of near-term company and business unit goals. Long-term compensation is the foundation of our program and therefore makes up the greatest portion of our senior management’s compensation. Long-term compensation opportunities drive our executives to focus on strategies that promote sustainable growth.

2015 Compensation Decisions.2015 compensation decisions made by the Committee on Compensation and Executive Development (the “Committee”) recognized both the short-term financial results of the Company and the strategic accomplishments achieved during the year, as discussed on page iii.

The following chart shows the decisions made with respect to the three principal elements of compensation for the three 2015 Named Executive Officers (“NEOs”) who continue to serve as executive officers of the Company as of the date of this Proxy Statement. The other 2015 NEOs (Messrs. Bellemare, Darnis and Adams) retired from UTC effective January 31, 2015, January 31, 2016 and February 29, 2016, respectively.

2015 TOTAL DIRECT COMPENSATION⁽¹⁾

RECENT PROGRAM CHANGES

The Committee made the following changes to UTC’s executive compensation program during or applicable for 2015:

iv

Board Highlights

The Board of Directors and its Committee on Nominations and Governance believe that diversity in experience and perspective are of the utmost importance for achieving sound decisions that drive shareowner value. The Board also believes that the varying tenures of our directors provide a constructive blend of institutional knowledge with a fresh external viewpoint. Through their attendance at Board and Committee meetings, UTC’s directors have demonstrated their active engagement and continuing commitment to providing oversight and sound corporate governance. The following charts reflect the broad experience, tenure and active engagement of the members of our Board of Directors:

Total Board Members: 13

Director Tenure		Director Engagement

Aggregate Percent of Meetings Attended by Directors in 2015

Director Experience

Board Nominees

You are being asked to cast votes for thirteen directors. Directors are elected annually by majority voting.

All nominees meet the New York Stock Exchange (“NYSE”) governance standards for director independence, except for Mr. Hayes, who is not independent due to his position as a UTC executive officer.

AAudit       N&GNominations & Governance       C&EDCompensation & Executive Development       FFinance       PIRPublic Issues Review

vi

Governance Highlights

As part of UTC’s commitment to the highest ethical standards, the members of our Board are committed to sound governance practices.UTC’s governance practices are described in more detail in our Corporate Governance Guidelines, which can be found in the Corporate Governance section of our website.

Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to be held onApril 25, 2016.UTC’s Proxy Statement for the 2016 Annual Meeting and our Annual Report to Shareowners for 2015 are both available free of charge at:www.proxyvote.com. References in this Proxy Statement and accompanying materials to Internet websites are for the convenience of readers. Information available at or through these websites is not a part of nor is it incorporated by reference in this Proxy Statement.

viii

Proposal 1: Election of Directors

Proxy Statement.The Board of Directors of United Technologies Corporation (“UTC”, the “Company” or the “Corporation”) is soliciting proxies to be voted at our 20142016 Annual Meeting of Shareowners on April 28, 201425, 2016 and at any adjournmentpostponed or postponement of thereconvened meeting. We expect that this Proxy Statement will be mailed and made available to shareowners beginning on or about March 14, 2014. The15, 2016. At the meeting, votes will address thebe taken on four matters listed in the Notice of Meeting, the first of which is the election of directors.

We are seeking your support for the election of the twelvethirteen candidates that we havethe Board has nominated to serve on our Board.the Board of Directors. We believe that these nominees have qualifications consistent with our position as a large, diversified industrial corporation, with operations throughout the world. We also believe that these nominees have the experience and perspective to guide the Company as we continue toinnovate and develop new products, compete in a broad range of markets around the world, innovate, and adjust to rapidly changing technologies, business cycles and competition.

BOARD MEMBERSHIP CRITERIA AND NOMINATION PROCESS

Board Membership Criteria and Nomination Process

The Board and its Committee on Nominations and Governance believe that it is important that our directors, as a group, have the following attributes:

PROPOSAL 1 ELECTION OF DIRECTORS

Individuals on our Board also possess other particular skills and qualifications. These include experience in the financial services industry, the military, government and in academia,academia; expertise in sustainability and environmental issues,issues; and knowledge of systems and technology.

Our Board believes it is critical to our success to have directors who represent the interests of shareowners by bringing a diversity of perspectives to Board deliberations and Company oversight. The Committee on Nominations and Governance regularly reviews with the Board the qualifications that are most important in selecting candidates to serve as directors, taking into account UTC’s diverse operations and the mix of capabilities and experience represented on the Board. As part of its annual evaluation of its effectiveness as a group, the Board considers whether its composition as a whole reflects a mix of skills and perspectives that is appropriate to meet the Company’s needs. Based on these considerations, we makethe Board makes adjustments in the priorities we givegiven to differentthe various director qualifications when identifying candidates.

The Committee on Nominations and Governance considers candidates who are suggested by directors, management and shareowners and who meet the qualifications UTC seeks in its directors. The Board will consider director candidates recommended by shareowners. A shareowner may recommend a director candidate by submitting a letter addressed to the Corporate Secretary.Secretary at UTC, 10 Farm Springs Road, Farmington, CT 06032. The Company may also engage search firms from time-to-timetime to time to assist in identifying and evaluating qualified candidates.

PROPOSAL 1 ELECTION OF DIRECTORSNominees

NOMINEES

Our entire Board is elected annually by our shareowners. The Board, upon the recommendation of the Committee on Nominations and Governance, has nominated the twelve nomineesthirteen individuals listed in this Proxy Statement, each of whom is a current director. The Board has determinedbelieves that each nominee brings to the Board a range of these nominees brings strong skills and extensive experience, as highlighted in each nominee’s biographical information on pages 3 to the10. The Board givingbelieves that the nominees as a group possess the appropriate skills to exercise the Board’s oversight responsibilities.

UTC’s Governance Guidelines require that

Under the Board’s current policy, directors are required to retire from the Board as ofat the annual meeting after they reach age 72. In October 2013,However, the Board reviewedcan make an exception to this policy in special circumstances. Citing such circumstances, the Board has nominated both General Richard B. Myers and revised UTC’s director retirement policy to allow a director to be nominated for election after age 72 if warranted by special circumstances approved by the Board. In nominating the twelve candidatesH. Patrick Swygert to stand for election at the 20142016 Annual Meeting, theMeeting. The Board exercised this discretion with respectwishes to General Richard B. Myers. Taking into accountretain General Myers’ extensive senior levelleadership experience ininvolving military, nationalglobal security and government relations matters, thegeopolitical issues that are highly relevant to UTC’s global businesses at this time. The Board determined that it isalso wishes to retain Mr. Swygert in the interestview of his role and contributions as a member of the Company to waive the normal retirement policy to allow him to stand for election in 2014.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREOWNERS VOTE FOR EACH OF THE FOLLOWING NOMINEES:Committee on Nominations and Governance, as well as two other key Board committees.

2

If, prior to the Annual Meeting, any of the Board’s nominees become unavailable to serve, the Board may select a replacement nominee or reduce the number of directors to be elected. The proxy holders will vote the shares for which they serve as proxy for any replacement candidate nominated by the Pratt & Whitney division of UTC from April 1999 through March 2006. Mr. Chênevert is a member of the Executive Committees of both the Business Roundtable, where he chairs the Tax and Fiscal Policy Committee, and the Business Council and he is a member of the US-India CEO Forum. He also serves on the Board of Directors of Cargill, Inc. and the Congressional Medal of Honor Foundation, and is Chairman of the Yale Cancer Center’s Advisory Board. Mr. Chênevert is a founding director and Chairman of the Board of Directors for the Friends of HEC Montréal and Chairman of HEC Montréal’s International Advisory Board. In 2005, Mr. Chênevert was inducted as a Fellow of the American Institute of Aeronautics and Astronautics (AIAA).

Skills and ExpertiseTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREOWNERS VOTE FOR EACH OF THE FOLLOWING NOMINEES:

^• Demonstrated leadership skills, with focus on operational excellence and attainment of financial objectives under changing economic and competitive conditions

^• Extensive operating executive experience acquired in major aerospace and advanced technology businesses with global activities

^• Experienced in driving enterprise transformation, integration of acquired businesses and development of innovative technologies

		Chairman & Chief Executive Officer, United Technologies Corporation
JOHN V. FARACI
	Retired Chairman & Chief Executive Officer, International Paper   Age:5666 Director sinceSince20062005
			Committees: Executive Finance

PROPOSAL 1 ELECTION OF DIRECTORS

JOHN V. FARACI   Committees: Compensation and Executive Development Executive Finance Nominations and Governance						Mr. Faraci has MR. FARACIserved as Chairman and Chief Executive Officer& CEO of International Paper (paper, packaging and distribution) since 2003.from 2003 to 2014. Earlier in 2003 he was elected as President and as a director of International Paper, and previouslythat company, having served as its Executive Vice President and Chief Financial Officer with additional corporate responsibility for the company’sfrom 2000 to 2003. From 1995 to 1999 he was CEO and managing director of Carter Holt Harvey Ltd., a former majority-owned New Zealand subsidiary Carter Holt Harvey. Mr. Faraciof International Paper. He first joined International Paper in 1974. Mr. Faraci is a director of PPG Industries, Inc. and ConocoPhillips. He also serves on the Boardboards of PPG Industries, Inc. and is a member of the U.S. Section of the US-Brazil CEO Forum. Mr. Faraci also serves on the Board of Directors of the American Forest & Paper Association, the National Fish and Wildlife Foundation the Boardand of TrusteesDenison University, and is a trustee of the American Enterprise Institute the Moscow School of Management-SKOLKOVO Advisory Board and the Denison University Board of Trustees. He is also a member of the Council on Foreign Relations.		Key Skills and Expertise
		•CEO EXPERIENCE Active Chief Executive Officer •Served as International Paper’s Chairman & CEO from 2003 through 2014. Oversaw strategic changes in company’s business portfolio and enhanced its commitment to stewardship in natural resources and sustainability reporting. Extensive leadership experience at a
		BROAD INTERNATIONAL EXPOSURE Led large international corporation with worldwide operations operations.
		•HIGH LEVEL OF FINANCIAL EXPERTISE Audit Qualifies as an audit committee financial expert, based on oversight of CFO and prior experience as CFO at International Paper.

^• Experience overseeing extensive strategic changes in business portfolio

^• Commitment to responsible stewardship

Proxy Statement and Notice of natural resources and sustainability reporting 2016 Annual Meeting of Shareowners

3

		Chairman & Chief Executive Officer, International Paper
JEAN-PIERRE GARNIER
	Chairman, Actelion Ltd.   Age:6468 Director sinceSince20051997 Committees: Compensation and Executive Development Nominations and Governance Public Issues Review
					Committees: Audit Finance Nominations & Governance

JEAN-PIERREDR. GARNIER						Dr. Garnier is currently Chairman of Actelion Ltd. (biopharmaceuticals) and an Operating Partner at Advent International (global private equity). He previously served as Chief Executive OfficerCEO of Pierre Fabre SA from 2008 to 2010 and as Chief Executive OfficerCEO and Executive Member of the Board of Directors of GlaxoSmithKline plc from 2000 to 2008. Dr. GarnierIn 2000 he served as Chief Executive OfficerCEO of SmithKline Beecham plc, in 2000 and aswhere he had been Chief Operating Officer and Executive Member of the Board of Directors of SmithKline Beecham plc from 1996 to 2000. Dr. Garnier is also a director of Renault S.A., and Radius Health, Inc. and the Board Chair of Alzheon, Inc. (non-public). Dr. Garnier served as Chairman of Cerenis Therapeutics (biopharmaceutical development).NormOxys, Inc. (biopharmaceuticals) from 2010 to 2011. He serves on the Advisory Board of the Newman’s Own Foundation and is a former member of the Stanford Advisory Council on Interdisciplinary Biosciences, the Board of Overseers of Weill Cornell Medical College and the Dubai International Capital Advisory Board. In 2009, he was made a Knight Commander of the British Empire. InEmpire and in 2007 he was promoted from Chevalier tonamed Officier de la Légion d’Honneur of France. In 2006, he was named		Key Skills and Expertise
		CEO EXPERIENCE Served as CEO for two large public companies. Oversaw post-merger integration of large public companies. Named to the global list of top 20 CEOs by the Best Practice Institute. Dr. Garnier was previously ChairmanInstitute in 2006.
		BROAD INTERNATIONAL EXPOSURE Acquired extensive knowledge of NormOxys, Inc. from 2010 to 2011,international markets and operations as a board memberCEO and director of the Stanford Advisory Council on Interdisciplinary Biosciences, Weill Cornell Medical Collegelarge public companies and as chairman of developing companies in Europe and the Dubai International Capital Advisory Board. He is a member of the Board of Trustees of the Paul Newman Foundation. U.S.
		Skills and ExpertiseHIGH LEVEL OF FINANCIAL LITERACY • Broad international perspective • Experience as CEO for two large public companies • Experience integrating large companies post-merger •Extensive expertise in executive compensation practices in U.S. and Europe Europe. Qualifies as an audit committee financial expert, based on oversight of CFO.

		Chairman, Actelion Ltd.
GREGORY J. HAYES
	President and Chief Executive Officer, United Technologies Corporation   Age:6655 Director sinceSince19972014
			Committees: Compensation & Executive Development Nominations & Governance Public Issues Review     Committees: Executive Finance

MR. HAYESwas elected President and CEO of UTC in November 2014. Before becoming our CEO, he had served as UTC’s Senior Vice President & Chief Financial Officer since 2008. He previously served as Vice President, Accounting and Finance from 2006 to 2008; as Vice President, Accounting and Controls from 2004 to 2006; as Vice President and Controller from 2003 to 2004; and as Vice President, Financial Planning & Analysis for the Hamilton Sundstrand segment of UTC from 1999 to 2003.

PROPOSAL 1 ELECTION OF DIRECTORS

		CEO EXPERIENCE President and CEO since November 2014.
JAMIE S. GORELICK				Ms. Gorelick has been a Partner atHIGH LEVEL OF FINANCIAL EXPERTISE Substantial financial and accounting oversight experience, gained as CFO and in other senior financial positions with UTC and through service on the international law firm of WilmerHale since 2003. She represents companies on regulatory, compliance, governance and enforcement issues. She has held numerous positions in the U.S. government, serving as Deputy Attorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and as a member of the bipartisan National Commission on Terrorist Threats Upon the United States. Ms. Gorelick is currently a member of the Defense Policy Board and the Defense Legal Policy Board. She is Vice Chair of The Urban Institute. Ms. Gorelick is a member of the Council on Foreign Relations and the Trilateral Commission. She has been a memberAudit Committee of the Board of Directors of Amazon.com, Inc. since 2012, where she chairs the Nominating and Governance Committee. Ms. Gorelick previously served asNucor Corporation. Also a director of Schlumberger, Ltd. from 2002 to 2010. Skills and ExpertiseCertified Public Accountant. • Extensive experience in government, which is beneficial to UTC as a major government contractor • Expertise counseling on complex litigation, investigation and compliance matters • Provides important insights on government relations, public policy and contracting matters
		EXTENSIVE KNOWLEDGE OF COMPANY’SBUSINESS, INDUSTRY AND OPERATIONS Through six years as our CFO, and his previous senior financial leadership positions, gained deep understanding of UTC’s operations, complex financial transactions and the operational and financial impact of numerous acquisitions, divestitures and restructuring actions, as well as the integration of major operations.

4

		Partner, WilmerHale
EDWARD A. KANGAS
	Former Chairman & Chief Executive Officer, Deloitte, Touche, Tohmatsu   Age:6371 Director sinceSince20002008
			Committees: Compensation & Executive Development Finance Public Issues Review

EDWARD A. KANGAS Committees:   Audit Compensation and Executive Development Executive Nominations and Governance						Mr. Kangas served asMR. KANGASwas elected non-executive Chairman of UTC in November 2014. He is the former Chairman and Chief Executive OfficerCEO of Deloitte, Touche, Tohmatsu (audit, tax and taxconsulting services), a position he held from 1989 to 2000. He has served as Non-Executive Chairman of the Board at Tenet Healthcare Corporation since July 2003, andMr. Kangas is also a Board member of Hovnanian Enterprises Inc., Intelsat S.A. and Tenet Healthcare Corporation (he was also non-executive Chairman of Tenet from 2003 to 2015), and a former director of Intuit, Inc. and Intelsat S.A. Mr. Kangas served as a director of(2007 to 2016), Allscripts Healthcare Solutions, Inc. from 2010(2010 to 2012,2012), and previously served as a director of Eclipsys Corporation from 2004(2004 to 2010.2010). He is a trustee of the Committee of Economic Development and the past Chairman of the National Multiple Sclerosis Society and is a trustee of the Committee for Economic Development. Society.		Key Skills and Expertise
		•CEO EXPERIENCE Experience as CEO of a major accounting firm and as chair of two other public companies.
		HIGH LEVEL OF FINANCIAL EXPERTISE Qualifies as an audit committee financial expert. Extensive financial and accounting expertise acquired through oversight of audits of public companies in diverse industries industries.
		•RISK MANAGEMENT/OVERSIGHT Experience Extensive experience in risk management and oversight as Chairman & CEO of a major global accounting firm and as chair of another public company firm.

^• Audit committee financial expert

		Former Chairman & Chief Executive Officer, Deloitte, Touche, Tohmatsu
ELLEN J. KULLMAN
	Retired Chair of the Board & Chief Executive Officer, E.I. du Pont de Nemours and Company   Age:6960 Director sinceSince20082011
			Committees: Audit Compensation & Executive Development Nominations & Governance

PROPOSAL 1 ELECTION OF DIRECTORS

ELLEN J. KULLMAN Committees:   Audit Finance Public Issues Review						Mrs. Kullman has MRS. KULLMANserved as Chair and CEO of E.I. du Pont de Nemours and Company (basic materials and innovative products and services for diverse industries) since December 2009.from 2009 to 2015. She has also served as Chief Executive Officerwas first elected to the Board of DuPont since January 2009 and as a director of DuPont sincein 2008. Mrs. Kullman served as President of DuPontthat company from October 2008 to December 2008. From June 2006 through September 2008, she servedand as Executive Vice President responsible for DuPont Coatings & Color Technologies, DuPont Electronic & Communication Technologies, DuPont Performance Materials, DuPont Safety & Protection, Marketing & Sales, Pharmaceuticals, Risk Management, and Safety & Sustainability.from 2006 to 2008. Prior to that, Mrs. Kullmanshe was Group Vice President-DuPont Safety & Protection. She Mrs. Kullman is Chaira past chair of the U.S.-China Business Council and is a member of theUS-India CEO Forum, the Business Council the Board of Directors of Catalyst and the Board of Change the Equation (CTEq). Mrs. Kullman is co-chair of the National Academy of Engineering, where she co-chaired the Committee on Changing the Conversation: From Research to Action. She also serves on the Board of Trustees of Tufts University and the Board of Overseers atof Tufts University School of Engineering.		Key Skills and Expertise
		•CEO EXPERIENCE Active Retired CEO of innovative S&P 100 company with global operations operations.
		•TECHNOLOGY-RELATED PRODUCT ExperienceDEVELOPMENT/MARKETING Through career at DuPont and training as an engineer, has acquired extensive experience in the application of market-driven science to new product development development.
		•BROAD INTERNATIONAL EXPOSURE Insights in implementation of Extensive experience implementing business strategies in global markets markets.

		Chair & Chief Executive Officer, E.I. du Pont de Nemours and Company
MARSHALL O. LARSEN
	Former Chairman, President & Chief Executive Officer, Goodrich Corporation   Age:5867 Director sinceSince20112012
			Committees: Audit Finance Public Issues Review

MARSHALL O. LARSEN Committees:   Finance Public Issues Review						Mr. Larsen MR. LARSENserved as Chairman, President and Chief Executive OfficerCEO of Goodrich Corporation from 2003 until July 2012, when Goodrich was acquired by UTC. He was elected ashad been President, and Chief Operating Officer and a director of Goodrich in February 2002, and as a director in Aprilsince 2002. From 1995 through January 2002, Mr. Larsen served as Executive Vice President of Goodrich and President and Chief Operating Officer of Goodrich Aerospace. Mr. LarsenHe joined Goodrich in 1977. Mr. Larsen is a director of Lowe’s Companies Inc., Becton, Dickinson and Company, and Air Lease Corporation. He is a former Chairman of the U.S. Aerospace Industries Association and serves as a director of Lowe’s Companies Inc., Becton, Dickinson and Company, and the Federal Reserve Bank of Richmond. He is active in numerous community activities.		Key Skills and Expertise
		•CEO EXPERIENCE Extensive Through service as CEO of Goodrich Corporation, has acquired extensive business and leadership experience in aerospace industry.
		•EXTENSIVE KNOWLEDGE OF COMPANY’SBUSINESS, INDUSTRY AND OPERATIONS In-depth knowledge of aerospace industry, conditions affecting the industry and key customers customers.
		•HIGH LEVEL OF FINANCIAL LITERACY Broad Based on oversight of CFO at Goodrich, acquired extensive financial knowledge. Extensive senior management experience and insights inhas also provided broad knowledge of governance, regulatory and risk management issues facing large public companies companies.

		Former Chairman, President & Chief Executive Officer, Goodrich Corporation
HAROLD MCGRAW III
	Chairman Emeritus, McGraw Hill Financial, Inc.   Age:6567 Director sinceSince20122003
			Committees: Finance Public Issues Review

PROPOSAL 1 ELECTION OF DIRECTORS

HAROLD MCGRAW III Committees:   Compensation and Executive Development Finance Nominations and Governance						Mr. McGraw has beenMR. MCGRAWis Chairman of the BoardEmeritus of McGraw Hill Financial, Inc. (ratings, benchmarks and analytics for financial markets) since 1999. He, having served as Chief Executive Officer ofthat company’s Chairman from 1999 through April 2015 and as McGraw HillHill’s CEO from 1998 to November 2013 and as2013. Before that he was McGraw Hill’s President and Chief Operating Officer from 1993(1993 to November 2013. He2013). Mr. McGraw is also a director of Phillips 66 and previously served as a former director of ConocoPhillips from 2005(2005 to 2012. Mr. McGraw2012). He is Chairman of the Emergency Committee for American Trade, International Chamber of Commerce and the U.S. Trade Representative’s Advisory Committee for Trade Policy & Negotiations. He is theNegotiations, and a former Chairman of The Business Roundtable. In addition, heMr. McGraw serves on the boards of the Asia Society, the Committee Encouraging Corporate Philanthropy, the New York Public Library and Carnegie Hall.		Key Skills and Expertise
		•CEO EXPERIENCE Chairman and previously Served as CEO of McGraw Hill Financial from 1998 to 2013 and as Chairman of that large global business enterprise from 1999 to 2015.
		•HIGH LEVEL OF FINANCIAL LITERACY Expertise on transformational changes to business portfolios, • Focus with focus on enhancements to shareowner valuevalue.
		BROAD INTERNATIONAL EXPOSURE Through experience as CEO, service as a director at several large global companies and leadership roles in other organizations, has acquired broad knowledge of global trade and business activities in diverse and challenging economic conditions conditions.

6

		Chairman, McGraw Hill Financial, Inc.
RICHARD B. MYERS
	Ret. General, U.S. Air Force and Former Chairman, Joint Chiefs of Staff   Age:6574 Director sinceSince20032006
			Committees: Compensation & Executive Development Finance Nominations & Governance

RICHARD B. MYERS Committees:   Audit Compensation and Executive Development Nominations and Governance						General Myers,GENERAL MYERS, a retired U.S. Air Force General, served as Chairman of the U.S. Joint Chiefs of Staff from 2001 to 2005. He was the principal military adviser to the President, the Secretary of Defense, and the National Security Council. He was appointed Vice Chairman of the Joint Chiefs of Staff by President Clinton, whicha role that included acting as Chairman of the Joint Requirements Oversight Council, Vice Chairman of the Defense Acquisition Board, and member of the National Security Council Deputies Committee and the Nuclear Weapons Council. He also serves on the boardsGeneral Myers is a director of Aon Corporation, Deere & Company, Northrop Grumman and Rivada Networks. General MyersNetworks (non-public). He is the Foundation Professor of Military History and Leadership at Kansas State University and holds the Colin Powell Chair for National Security Leadership, Ethics and Character at the National Defense University. HeGeneral Myers is also a member of the Defense Health Board, and Chairmana member of the USO Board of Governors. He also serves on the boards of several other non-profits, including Fisher House, MRIGlobal, and is ChairmanDirectors of the Kansas State University Foundation. Foundation, and a board member at several other non-profit organizations, including Fisher House and MRIGlobal.		Key Skills and Expertise
		•GOVERNMENT AND GEOPOLITICAL Extensive senior leadership experience inwith military, global security and geopolitical issues of significant relevance to UTC’s businesses businesses.
		•EXTENSIVE KNOWLEDGE OF COMPANY’S ProvidesBUSINESS, INDUSTRY AND OPERATIONS Based on extensive experience in military and U.S. Government, provides important perspectives on opportunities and challenges for UTC’s government contracting businesses businesses.
		•RISK MANAGEMENT/OVERSIGHT Insights Provides important insights into organizational adjustment to address diverse economic challenges and strategic challenges.

		Ret. General, U.S. Air Force and Former Chairman, Joint Chiefs of Staff
FREDRIC G. REYNOLDS
Retired Executive Vice President and Chief Financial Officer, CBS Corporation Age:65 Director Since2016 Committees: Audit Nominations and Governance		MR. REYNOLDSserved as Executive Vice President and Chief Financial Officer of CBS Corporation (media) from 2005 until his retirement in 2009, following a long career with CBS and its predecessor companies. This included serving as President and CEO of Viacom Television Stations Group from 2001 to 2005; as Executive Vice President and Chief Financial Officer of Viacom, Inc. from 2000 to 2001; and as Executive Vice President and Chief Financial Officer of CBS Corporation and its predecessor, Westinghouse Electric Corporation, from 1994 to 2000. Earlier in his career, Mr. Reynolds spent twelve years at PepsiCo, Inc. (food and beverages), where he held a number of senior positions, including serving as Chief Financial Officer or Financial Officer of several of the company’s major businesses. Mr. Reynolds is a director of Mondelēz International (formerly Kraft Foods Inc.), Hess Corporation and Metro Goldwyn Mayer, Inc. (non-public), and is a former director of AOL, Inc. (2009 to 2015).		Key Skills and Expertise
					HIGH LEVEL OF FINANCIAL EXPERTISE Certified public accountant and qualifies as an audit committee financial expert. Served as CFO for public companies operating in diverse and challenging conditions, including transformative changes.
					TECHNOLOGY-RELATED PRODUCTDEVELOPMENT/MARKETING Extensive experience in evaluating investments in rapidly changing technologies for producing and distributing media products in diverse, highly competitive global markets.
					RISK MANAGEMENT/OVERSIGHT Significant knowledge of risk management and oversight, gained through extensive experience as a CFO and service on public company audit committees.

BRIAN C. ROGERS
Chairman, T. Rowe Price Group Age:60 Director Since2016 Committees: Compensation and Executive Development Finance		MR. ROGERShas been Chairman of T. Rowe Price Group (investment management) since 2007 and has also served as Chief Investment Officer of that company since 2004. He has been a director of the Price Group since 1997. In addition, he was portfolio manager of one of the firm’s largest funds, the T. Rowe Price Equity Income Fund, from its inception until October 2015. Mr. Rogers has held a variety of other senior leadership roles with T. Rowe Price since beginning his career there in 1982 and has been involved in investment management for the company since 1983. Mr. Rogers is a member of the Johns Hopkins University and Johns Hopkins School of Medicine Boards of Trustees, chairman of the finance committee for the Archdiocese of Baltimore and a board member of the Greater Baltimore Committee. He also serves on the investment committee for Vanderbilt University.		Key Skills and Expertise
					HIGH LEVEL OF FINANCIAL EXPERTISE Chartered Financial Analyst and Chartered Investment Counselor.
					EXTENSIVE KNOWLEDGE OF COMPANY’SBUSINESS, INDUSTRY AND OPERATIONS Based on his extensive experience as an investment manager, provides unique expertise and perspective on large public company performance, opportunities and investor expectations.
					RISK MANAGEMENT/OVERSIGHT Significant knowledge of risk management and oversight, acquired through his broad experience in investment management, including Chief Investment Officer of a large investment management firm.

8

H. PATRICK SWYGERT
President Emeritus, Howard University   Age:72 Director sinceSince20062001
			Committees: Audit Compensation & Executive Development Nominations & Governance

PROPOSAL 1 ELECTION OF DIRECTORS

H. PATRICK SWYGERT Committees:   Audit Compensation and Executive Development Nominations and Governance						Mr. Swygert MR. SWYGERTserved as President of Howard University from 1995 to 2008. He served asPrior to that, he was President of the University at Albany, State University of New York from 1990(1990 to 1995,1995), and as Executive Vice President of Temple University from 1987(1987 to 1990. He also serves on the Board of Directors1990). Mr. Swygert is a director of The Hartford Financial Services Group Inc. He is also a member of the Advisory Council for the Smithsonian Institution’s National Museum of African American History and Culture and Professor Emeritus at the D.C. Emancipation Commemoration Commission, and the Eisenhower Fellowship Foundation. Howard University School of Law.		Key Skills and Expertise
		•HIGH LEVEL OF FINANCIAL LITERACY Demonstrated Experience in leadership roles at major educational institutions, as well as service on board audit and risk committees at two public companies, has given him extensive knowledge of financial and disclosure considerations.
		GOVERNMENT AND GEOPOLITICAL Based upon his experience in senior leadership skills at twothree major universities • Provides and participation in other civic and government advisory organizations, provides important perspectives on organizational transformation, government relations, and cultural and civic issues issues.
		•RISK MANAGEMENT/OVERSIGHT Insights into Through experience in strategic planning, risk management talent developmentand governance, provides important insights into risk management and governance in diverse economic conditions conditions.

		President Emeritus, Howard University
ANDRÉ VILLENEUVE
	Chairman, ICE Benchmark Administration Limited   Age:7071 Director sinceSince20011997
			Committees: Audit Compensation & Executive Development Nominations & Governance

ANDRÉ VILLENEUVE Committees:   Audit Finance Public Issues Review						Mr. Villeneuve isMR. VILLENEUVEhas been Chairman of ICE Benchmark Administration Limited (part of The ICE Group). He since January 2014. From 2007 to 2013 he was Chairman of the City of London’s International Regulatory Strategy Group which(which works closely with the U.K. government on financial services regulatory issues, from 2007 to 2013. He is an independent director of Lloyd’s of London Franchise Boardissues), and a member of the Advisory Council of TheCityUK. He was also Chairman of NYSE Euronext LIFFE from 2003 to 2009. Prior to that, Mr. Villeneuve joinedwas Executive Director of Reuters in 1967, was based in London, Belgium, Latin America and the U.S.,PLC (1989 to 2000) and served as President, Reuters America from 1980(1980 to 1990 and Executive Director of Reuters PLC from 1989 to 2000.1990). He wasalso served as Chairman of Instinet Corporation, an electronic brokerage subsidiary of Reuters, from 1990 to 1999,1999. Mr. Villeneuve first joined Reuters in 1967 and Executive Chairman from 1999 to 2002.over the course of his career was based in London, Belgium, Latin America and the U.S. Mr. Villeneuve is a member of the Advisory Council of TheCityUK. He wasis also a former Chairman of Promethee, the French think tank, from 1998 to 2002, and Non-Executive Directora former non-executive director of Aviva PLC, from 1996 to 2006. He was a memberthe Lloyd’s of the U.K. Chancellor’s High Level Financial Services Group, a non-executive director ofLondon Franchise Board, IFSL (International Financial Services London), IFRI (Institut FrancaisFrançais des Relations Internationales) and Euroarbitrage. Mr. VilleneuveHe is a Grand Officer of the Order of Leopold II of Belgium.		Key Skills and Expertise
		•BROAD INTERNATIONAL EXPOSURE Broad international perspective •Extensive business and financial experience in the U.K., Europe, Latin America and the U.S.
		HIGH LEVEL OF FINANCIAL LITERACY Extensive expertise onin financial markets and complex securities • Auditsecurities. Qualifies as audit committee financial expert expert.
		•GOVERNMENT AND GEOPOLITICAL Insights As a participant in several government advisory boards, has acquired significant insights into financial market and economic trends trends.

		Chairman, ICE Benchmark Administration Limited
CHRISTINE TODD WHITMAN
	President, The Whitman Strategy Group   Age:69 Director sinceSince19972003
			Committees:   Committees:Finance Audit Finance Nominations and Governance Public Issues Review

PROPOSAL 1 ELECTION OF DIRECTORS

CHRISTINE TODD WHITMAN						Governor Whitman served as Administrator of the U.S. Environmental Protection Agency from January 2001 through June 2003. She was Governor of the State of New Jersey from 1994 through 2001. Governor Whitman has served asbeen President of The Whitman Strategy Group (environmental and public policy consulting) since December 2004. She served as Administrator of the U.S. Environmental Protection Agency from January 2001 through June 2003 and as Governor of the State of New Jersey from 1994 through 2001. Governor Whitman is a member of the Board of Directorsdirector of Texas Instruments Incorporated and S.C. Johnson & Son, Inc., (private company). She is a member of the Council on Foreign Relations and Chair of the Board of the American Security Project. In addition, she serves onis a trustee and the Board of Trustees ofExecutive Committee chair at the Eisenhower Fellowship Foundation and as Chaira member of its Executive Committee, the Senior Advisory Committee of theHarvard University’s Institute of Politics at Harvard University and the Steering Committee of The Cancer Institute of New Jersey.Politics. Governor Whitman also is Co-Chair of the Clean Safe Energy Coalition and a board member of the Board of Directors ofat the Center for Sustainable Shale Development.		Key Skills and Expertise
		•GOVERNMENT AND GEOPOLITICAL Extensive senior leadership experience in U.S. and state executive functions. Provides important perspectives on environmental, public policy and government relations issues issues.
		•RISK MANAGEMENT/OVERSIGHT Extensive leadership experience Through her career in U.S.government and state executive functions • Insights into currentprivate industry, has acquired extensive expertise in management and developingoversight of complex environmental and other risks and public policy issues
					matters.
		President, The WhitmanEXTENSIVE GOVERNANCE EXPERIENCE Strategy GroupBased on experience as a director of several large companies, as well as her service in government, provides important insights into effective governance and leadership structures.
		Age:67 Director since2003
		Committees: Finance Nominations & Governance Public Issues Review

10

Corporate Governance

OUR COMMITMENT TO SOUND CORPORATE GOVERNANCEOur Commitment to Sound Corporate Governance

UTC is committed to strong corporate governance practices designed to maintain high standards of oversight, integrity and ethics, while promoting long-term growth in long-term shareowner value.

Our governance structure enables independent, experienced and accomplished directors to provide advice, insight and oversight to advance the interests of the Company and our shareowners. UTC has long maintainedstrived to maintain sound governance standards, as reflected in our Code of Ethics and Governance Guidelines and in our systematic approach to risk management, and ismanagement. We are committed to transparent financial reporting and strong internal controls.