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UNITED TECHNOLOGIES CORPORATION (NYSE:UTX) Files An 8-K Other Events

UNITED TECHNOLOGIES CORPORATION (NYSE:UTX) Files An 8-K Other Events

Item8.01.

Other Events.

New Senior Notes

On May4, 2017, United Technologies Corporation (the Company)
issued $1billion aggregate principal amount of 1.900% Notes due
2020, $500million aggregate principal amount of 2.300% Notes due
2022, $800million aggregate principal amount of 2.800% Notes due
2024, $1.1 billion aggregate principal amount of 3.125% Notes due
2027 and $600million aggregate principal amount of 4.050% Notes
due 2047 (collectively, the Notes).

The Notes were registered under the Securities Act of 1933, as
amended (the Act), to the Companys Registration Statement on Form
S-3 (File No.333-211035) (the Registration Statement) filed on
April29, 2016. On May3, 2017, the Company filed with the SEC a
Prospectus Supplement dated May1, 2017 (the Prospectus
Supplement) containing the final terms of the Notes to Rule
424(b)(2) of the Act.

In connection with the offer and sale of the Notes, the Company
entered into an Underwriting Agreement, dated May1, 2017 (the
Underwriting Agreement), and a Pricing Agreement, dated May1,
2017 (the Pricing Agreement), each between the Company and
Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup
Global Markets Inc., Goldman Sachs Co. LLC, HSBC Securities (USA)
Inc. and J.P. Morgan Securities LLC, as Representatives of the
Underwriters listed in Schedule I to the Pricing Agreement. A
form of the Underwriting Agreement is included as Exhibit 1 to
the Registration Statement. The Notes were issued under the
Amended and Restated Indenture, dated as of May1, 2001 (the
Indenture), between the Company and The Bank of New York Mellon
Trust Company, N.A., successor to The Bank of New York, as
trustee. The Indenture and a form of the Notes are included as
Exhibits 4(a) and 4(b) to the Registration Statement.

The Company expects to use the net proceeds received from the
issuance of the Notes (i)to fund the repayment at maturity of the
Companys 1.800% notes due 2017, of which $1,500,000,000 principal
amount is outstanding, (ii)to fund the repayment of commercial
paper and (iii)for other general corporate purposes.

For the relevant terms and conditions of the Underwriting
Agreement and Pricing Agreement and the Notes, please refer to
the Prospectus Supplement.

This report is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section10 of the Securities Act of 1933, as
amended.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

ExhibitDescription

5.1 OpinionofWachtell,Lipton,Rosen
Katz,datedMay4,2017,withrespecttotheNotes
5.2 Consent of Wachtell, Lipton, Rosen Katz, dated May4, 2017
(included in Exhibit 5.1), with respect to the Notes

About UNITED TECHNOLOGIES CORPORATION (NYSE:UTX)
United Technologies Corporation is engaged in providing high technology products and services to the building systems and aerospace industries around the world. The Company operates through four segments: Otis; UTC Climate, Controls & Security; Pratt & Whitney, and UTC Aerospace Systems. Its Otis segment designs, manufactures, sells and installs a range of passenger and freight elevators, as well as a line of escalators and moving walkways. Its UTC Climate, Controls & Security segment, is the provider of heating, ventilating, air conditioning (HVAC) and refrigeration solutions. The Company’s Pratt & Whitney segment supplies aircraft engines for the commercial, military, business jet and general aviation markets. Its UTC Aerospace Systems segment is a provider of aerospace products and aftermarket service solutions. UNITED TECHNOLOGIES CORPORATION (NYSE:UTX) Recent Trading Information
UNITED TECHNOLOGIES CORPORATION (NYSE:UTX) closed its last trading session up +0.70 at 121.00 with 3,626,122 shares trading hands.

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