Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

____________________________________

FORM 10-Q

____________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-39220

____________________________________

CARRIER GLOBAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________


Delaware						83-4051582
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

13995 Pasteur Boulevard, Palm Beach Gardens, Florida 33418

(Address of principal executive offices, including zip code)

(561) 365-2000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($0.01 par value)

CARR

New York Stock Exchange

4.375% Notes due 2025

CARR25

New York Stock Exchange

4.125% Notes due 2028

CARR28

New York Stock Exchange

4.500% Notes due 2032

CARR32

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October~~April 15, ~~2024~~2025, there were ~~897~~857,~~227~~309,~~361~~847 shares of Common Stock outstanding.

Table of Contents

CARRIER GLOBAL CORPORATION

CONTENTS OF QUARTERLY REPORT ON FORM 10-Q

Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2024~~2025

			Page
PART I – FINANCIAL INFORMATION			3
Item 1. Financial Statements:			3
Condensed Consolidated Statement of Operations (Unaudited)			3
Condensed Consolidated Statement of Comprehensive Income (Loss) (Unaudited)			4
Condensed Consolidated Balance Sheet (Unaudited)			5
Condensed Consolidated Statement of Changes in Equity (Unaudited)			6
Condensed Consolidated Statement of Cash Flows (Unaudited)			87
Notes to Condensed Consolidated Financial Statements (Unaudited)			98
Report of Independent Registered Public Accounting Firm			34
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			28
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			35
Item 3. Quantitative and Qualitative Disclosures About Market Risk			39
Item 3. Quantitative and Qualitative Disclosures About Market Risk			51
Item 4. Controls and Procedures			39
Item 4. Controls and Procedures			51
PART II – OTHER INFORMATION			41
PART II – OTHER INFORMATION			52
Item 1. Legal Proceedings			41
Item 1. Legal Proceedings			52
Item 1A. Risk Factors			41
Item 1A. Risk Factors			52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			52
Item 5. Other Information			41
Item 5. Other Information			52
Item 6. Exhibits			42
Item 6. Exhibits			53
SIGNATURES			43
SIGNATURES			54

Carrier Global Corporation and its subsidiaries' names, abbreviations thereof, logos and product and service designators are all either the registered or unregistered trademarks or trade names of Carrier Global Corporation and its subsidiaries. Names, abbreviations of names, logos and products and service designators of other companies are either the registered or unregistered trademarks or trade names of their respective owners. As used herein, the terms "we," "us," "our," "the Company" or "Carrier," unless the context otherwise requires, mean Carrier Global Corporation and its subsidiaries. References to internet websites in this Form 10-Q are provided for convenience only. Information available through these websites is not incorporated by reference into this Form 10-Q.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

-CARRIER GLOBAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions, except per share amounts)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Net sales

Product sales

54,~~307~~652

4,~~344~~842

~~15,460~~

~~12,939~~

Service sales

~~677~~566

~~591~~578

~~1,878~~

~~1,696~~

Total Net sales

5,~~984~~218

45,~~935~~420

~~17,338~~

~~14,635~~

Costs and expenses

Cost of products sold

(3,~~796~~358)

(23,~~986~~582)

~~(11,245)~~

~~(9,269)~~

Cost of services sold

(~~511~~415)

(~~463~~453)

~~(1,456)~~

~~(1,321)~~

Research and development

(~~172~~153)

(~~126~~192)

~~(524)~~

~~(355)~~

Selling, general and administrative

(~~799~~729)

(~~664~~807)

~~(2,394)~~

~~(1,870)~~

Total Costs and expenses

(54,~~278~~655)

(45,~~239~~034)

~~(15,619)~~

~~(12,815)~~

Equity method investment net earnings

6644

7531

~~187~~

~~171~~

Other income (expense), net

~~(9)~~22

(~~261~~32)

~~(34)~~

~~(370)~~

Operating profit

~~763~~629

~~510~~385

~~1,872~~

~~1,621~~

Non-service pension (expense) benefit

(1)

—

~~(1)~~

—

Interest (expense) income, net

8(82)

(39141)

~~(290)~~

~~(126)~~

Earnings before income taxes

~~770~~548

~~471~~244

~~1,581~~

~~1,495~~

Income tax (expense) benefit

(~~172~~111)

(~~177~~47)

~~(339)~~

~~(453)~~

Earnings from continuing operations

~~598~~437

~~294~~197

~~1,242~~

~~1,042~~

Discontinued operations, net of tax

~~(117)~~—

8792

~~1,897~~

~~(41)~~

Net earnings (loss)

~~481~~437

~~381~~289

~~3,139~~

~~1,001~~

Less: Non-controlling interest in subsidiaries'

3425

2420

Net earnings (loss) attributable to common shareowners

~~447~~412

~~357~~269

~~3,053~~

~~929~~

Amounts attributable to common shareowners:

Continuing operations

~~564~~412

~~270~~177

~~1,156~~

~~970~~

Discontinued operations

~~(117)~~—

8792

~~1,897~~

~~(41)~~

Net earnings (loss) attributable to common shareowners

~~447~~412

~~357~~269

~~3,053~~

~~929~~

Earnings per share

Basic:

Continuing operations

0.6347

0.3220

~~1.28~~

~~1.16~~

Discontinued operations

~~(0.13)~~—

0.1110

~~2.11~~

~~(0.05)~~

Net earnings (loss)

0.5047

0.4330

~~3.39~~

~~1.11~~

Diluted:

Continuing operations

0.6247

0.3219

~~1.26~~

~~1.14~~

Discontinued operations

~~(0.13)~~—

0.10

~~2.08~~

~~(0.05)~~

Net earnings (loss)

0.4947

0.4229

~~3.34~~

~~1.09~~

Weighted-average number of shares outstanding

Basic

~~901~~866.29

~~838~~899.72

~~900.9~~

~~836.6~~

Diluted

~~915~~878.03

~~854~~913.70

~~914.4~~

~~852.7~~

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

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CARRIER GLOBAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
Net earnings (loss)	$	~~481~~437	$	~~381~~289	$	~~3,139~~	$	~~1,001~~
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments arising during period	~~678~~634		(~~246~~388)		~~102~~		~~(255)~~
Pension and post-retirement benefit plan adjustments	1		—		2		—
Amortization of unrealized cash flow hedging gain (loss)	(1)		(1)
Unrealized cash flow hedging gain (loss) arising during period	—		80		—		80
Other comprehensive income (loss), net of tax	633		(389)
Amortization of unrealized cash flow hedging gain (loss)	(1)		—		(3)		—
Comprehensive income (loss)	1,070		(100)
Divestitures	215		—		588		—
Less: Comprehensive income (loss) attributable to non-controlling interest	25		17
Other comprehensive income (loss), net of tax	893		(166)		689		(175)
Comprehensive income (loss) attributable to common shareowners	$	1,045	$	(117)
Comprehensive income (loss)	1,374		215		3,828		826
Less: Comprehensive income (loss) attributable to non-controlling interest	43		23		91		65
Comprehensive income (loss) attributable to common shareowners	$	1,331	$	192	$	3,737	$	761

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

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CARRIER GLOBAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

	As of
(In millions)	~~September~~March 3031,~~2024~~2025		December 31,~~2023~~2024
Assets
Cash and cash equivalents	$	21,~~225~~698	$	93,~~852~~969
Accounts receivable, net	2,~~726~~979		2,~~080~~651
Inventories, net	2,~~646~~648		12,~~823~~299
Assets held for sale	2,680		5,093
Other current assets	1,119		972
Other current assets	917		728
Total current assets	8,444		9,891
Total current assets	11,194		19,576
Future income tax benefits	1,149		1,131
Future income tax benefits	1,142		718
Fixed assets, net	3,040		2,999
Fixed assets, net	3,015		2,160
Operating lease right-of-use assets	563		554
Operating lease right-of-use assets	568		421
Intangible assets, net	6,480		6,432
Intangible assets, net	7,118		945
Goodwill	14,959		14,601
Goodwill	15,294		7,520
Pension and post-retirement assets	48		43
Pension and post-retirement assets	54		32
Equity method investments	1,253		1,194
Equity method investments	1,287		1,140
Other assets	511		558
Other assets	529		310
Total Assets	$	36,447	$	37,403
Total Assets	$	40,201	$	32,822
Liabilities and Equity
Accounts payable	$	23,~~829~~015	$	2,~~483~~458
Accrued liabilities	43,~~233~~892		24,~~997~~182
Liabilities held for sale	1,221		1,450
Current portion of long-term debt	104		1,252
Current portion of long-term debt	2,095		51
Total current liabilities	7,011		7,892
Total current liabilities	10,378		6,981
Long-term debt	11,080		11,026
Long-term debt	10,337		14,242
Future pension and post-retirement obligations	218		214
Future pension and post-retirement obligations	209		149
Future income tax obligations	2,028		2,015
Future income tax obligations	2,241		523
Operating lease liabilities	437		432
Operating lease liabilities	445		333
Other long-term liabilities	1,475		1,429
Other long-term liabilities	1,549		1,589
Total Liabilities	22,249		23,008
Total Liabilities	25,159		23,817
Commitments and contingent liabilities (Note 19)
Equity
Common stock	9		9
Treasury stock	(25,~~403~~188)		(13,~~972~~915)
Additional paid-in capital	8,~~588~~616		58,~~535~~610
Retained earnings	911,~~301~~895		611,~~591~~483
Accumulated other comprehensive loss	(~~802~~1,473)		(12,~~486~~106)
Non-controlling interest	~~349~~339		~~328~~314
Total Equity	1514,~~042~~198		914,~~005~~395
Total Liabilities and Equity	$	4036,~~201~~447	$	3237,~~822~~403

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

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CARRIER GLOBAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

(In millions)	Accumulated Other Comprehensive Income (Loss)		Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings		Non-Controlling Interest		Total Equity
Balance as of December 31, 2024	$	(2,106)	$	9	$	(3,915)	$	8,610	$	11,483	$	314	$	14,395
Net earnings (loss)	—		—		—		—		412		25		437
Other comprehensive income (loss), net of tax	633		—		—		—		—		—		633
Shares issued under incentive plans, net	—		—		—		(17)		—		—		(17)
Stock-based compensation	—		—		—		23		—		—		23
Treasury stock repurchase	—		—		(1,273)		—		—		—		(1,273)
Balance as of March 31, 2025	$	(1,473)	$	9	$	(5,188)	$	8,616	$	11,895	$	339	$	14,198
(In millions)	Accumulated Other Comprehensive Income (Loss)		Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings		Non-Controlling Interest		Total Equity
Balance as of December 31, 2023	$	(1,486)	$	9	$	(1,972)	$	5,535	$	6,591	$	328	$	9,005
Net earnings (loss)	—		—		—		—		269		20		289
Other comprehensive income (loss), net of tax	(386)		—		—		—		—		(3)		(389)
Shares issued under incentive plans, net	—		—		—		(22)		—		—		(22)
Stock-based compensation	—		—		—		23		—		—		23
Acquisition of VCS Business	—		—		—		3,000		—		—		3,000
Balance as of March 31, 2024	$	(1,872)	$	9	$	(1,972)	$	8,536	$	6,860	$	345	$	11,906
Net earnings (loss)	—		—		—		—		2,337		32		2,369
Other comprehensive income (loss), net of tax	186		—		—		—		—		(1)		185
Dividends declared on common stock (1)	—		—		—		—		(343)		—		(343)
Shares issued under incentive plans, net	—		—		—		2		—		—		2
Stock-based compensation	—		—		—		25		—		—		25
Dividends attributable to non-controlling interest	—		—		—		—		—		(65)		(65)
Balance as of June 30, 2024	$	(1,686)	$	9	$	(1,972)	$	8,563	$	8,854	$	311	$	14,079
Net earnings (loss)	—		—		—		—		447		34		481
Other comprehensive income (loss), net of tax	884		—		—		—		—		9		893
Shares issued under incentive plans, net	—		—		—		(3)		—		—		(3)
Stock-based compensation	—		—		—		28		—		—		28
Dividends attributable to non-controlling interest	—		—		—		—		—		(5)		(5)
Treasury stock repurchase	—		—		(431)		—		—		—		(431)
Balance as of September 30, 2024	$	(802)	$	9	$	(2,403)	$	8,588	$	9,301	$	349	$	15,042
(1) Cash dividends declared were $0.38 per share for the three months ended June 30, 2024
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

CARRIER GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(In millions)	Accumulated Other Comprehensive Income (Loss)		Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings		Non-Controlling Interest		Total Equity
Balance as of December 31, 2022	$	(1,688)	$	9	$	(1,910)	$	5,481	$	5,866	$	318	$	8,076
Net earnings (loss)	—		—		—		—		373		14		387
Other comprehensive income (loss), net of tax	52		—		—		—		—		2		54
Shares issued under incentive plans, net	—		—		—		(9)		—		—		(9)
Stock-based compensation	—		—		—		22		—		—		22
Treasury stock repurchase	—		—		(62)		—		—		—		(62)
Balance as of March 31, 2023	$	(1,636)	$	9	$	(1,972)	$	5,494	$	6,239	$	334	$	8,468
Net earnings (loss)	—		—		—		—		199		34		233
Other comprehensive income (loss), net of tax	(55)		—		—		—		—		(8)		(63)
Dividends declared on common stock (1)	—		—		—		—		(309)		—		(309)
Shares issued under incentive plans, net	—		—		—		(18)		—		—		(18)
Stock-based compensation	—		—		—		18		—		—		18
Dividends attributable to non-controlling interest	—		—		—		—		—		(41)		(41)
Balance as of June 30, 2023	$	(1,691)	$	9	$	(1,972)	$	5,494	$	6,129	$	319	$	8,288
Net earnings (loss)	—		—		—		—		357		24		381
Other comprehensive income (loss), net of tax	(165)		—		—		—		—		(1)		(166)
Stock-based compensation	—		—		—		23		—		—		23
Dividends attributable to non-controlling interest	—		—		—		—		—		(2)		(2)
Sale of non-controlling interest	—		—		—		—		—		(22)		(22)
Balance as of September 30, 2023	$	(1,856)	$	9	$	(1,972)	$	5,517	$	6,486	$	318	$	8,502
(1) Cash dividends declared were $0.37 per share for the three months ended June 30, 2023

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

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CARRIER GLOBAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

~~2024~~2025

~~2023~~2024

Operating Activities

Net earnings (loss)

~~3,139~~437

~~1,001~~289

Discontinued operations, net of tax

~~(1,897)~~—

41(92)

Adjustments for non-cash items, net:

Depreciation and amortization

~~914~~303

~~368~~308

Deferred income tax provision

(~~296~~69)

(~~150~~104)

Stock-based compensation costs

6523

5519

Equity method investment net earnings

(~~187~~44)

(~~171~~31)

(Gain) loss on extinguishment of debt

(88)

—

(Gain) loss on sale of investments / deconsolidation

(5)

—

(Gain) loss on sale of investments / deconsolidation

(2)

(19)

Changes in operating assets and liabilities

Accounts receivable, net

(~~135~~362)

(~~279~~181)

Inventories, net

76(301)

(7283)

Accounts payable and accrued liabilities

~~(258)~~481

~~622~~(146)

Distributions from equity method investments

3677

457

Other operating activities, net

(~~159~~52)

~~(96)~~59

Net cash flows provided by (used in) continuing operating activities

~~1,208~~488

~~1,345~~45

Net cash flows provided by (used in) discontinued operating activities

(~~777~~5)

~~200~~(5)

Net cash flows provided by (used in) operating activities

~~431~~483

~~1,545~~40

Investing Activities

Capital expenditures

(~~302~~63)

(~~217~~102)

Investment in businesses, net of cash acquired

(~~10,873~~12)

(6910,772)

Dispositions of businesses

—8

54—

Settlement of derivative contracts, net

~~(187)~~36

(66209)

Other investing activities, net

311

143

Net cash flows provided by (used in) continuing investing activities

(~~11,331~~30)

(~~284~~11,080)

Net cash flows provided by (used in) discontinued investing activities

~~6,217~~7

(~~147~~1)

Net cash flows provided by (used in) investing activities

(~~5,114~~23)

(~~431~~11,081)

Financing Activities

Increase (decrease) in short-term borrowings, net

37(49)

~~(27)~~20

Issuance of long-term debt

~~2,586~~9

142,548

Repayment of long-term debt

(41,~~530~~205)

(155)

Repurchases of common stock

(~~431~~1,288)

~~(62)~~—

Dividends paid on common stock

(~~514~~198)

(~~465~~159)

Dividends paid to non-controlling interest

~~(72)~~—

(462)

Other financing activities, net

(1516)

(7219)

Net cash flows provided by (used in) continuing financing activities

(2,~~939~~747)

~~(673)~~2,383

Net cash flows provided by (used in) discontinued financing activities

~~(11)~~—

(154)

Net cash flows provided by (used in) financing activities

(2,~~950~~747)

~~(688)~~2,379

Effect of foreign exchange rate changes on cash and cash equivalents

~~(18)~~17

(4568)

Net increase (decrease) in cash and cash equivalents and restricted cash, including cash classified in current assets held for sale

(72,~~651~~270)

~~381~~(8,730)

Less: Change in cash balances classified as assets held for sale

~~(36)~~—

(559)

Net increase (decrease) in cash and cash equivalents and restricted cash

(72,~~615~~270)

~~386~~(8,671)

Cash, cash equivalents and restricted cash, beginning of period

93,~~854~~972

39,~~303~~853

Cash, cash equivalents and restricted cash, end of period

21,~~239~~702

31,~~689~~182

Less: restricted cash

144

Cash and cash equivalents, end of period

21,~~225~~698

31,~~685~~180

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

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CARRIER GLOBAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: DESCRIPTION OF THE BUSINESS

Carrier Global Corporation (the "Company") is a global leader in intelligent climate and energy solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to its customers. The Company's portfolio includes industry-leading brands such as Carrier, Viessmann, Toshiba, Automated Logic and Carrier Transicold that offer innovative heating, ventilating, air conditioning ("HVAC"), ~~refrigeration~~ and cold chain transportation solutions to ~~help~~enhance ~~make~~ the ~~world~~lives ~~safer~~we live and ~~more~~the ~~comfortable~~world we share. The Company also provides a broad array of related building services, including audit, design, installation, system integration, repair, maintenance and monitoring. The Company's operations are classified into ~~two~~four segments: ~~HVAC~~Climate Solutions Americas, Climate Solutions Europe, Climate Solutions Asia Pacific, Middle East & Africa and ~~Refrigeration~~Climate Solutions Transportation.

In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments) necessary to state fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). The accompanying Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for ~~2023~~2024 filed with the SEC on February 611, ~~2024~~2025 (the "~~2023~~2024 Form 10-K").

NOTE 2: BASIS OF PRESENTATION

The Unaudited Condensed Consolidated Financial Statements include all accounts of the Company and its wholly-owned and majority-owned subsidiaries in which it has control. Inter-company accounts and transactions have been eliminated. Related party transactions between the Company and its equity method investees have not been eliminated. Non-controlling interest represents a non-controlling investor's interests in the results of subsidiaries that the Company controls and consolidates.

Acquisition of Viessmann Climate Solutions

On April 25, 2023, the Company announced that it entered into a Share Purchase Agreement (the “Agreement”) to acquire the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (“Viessmann”), a privately-held company. The acquisition was completed on January 2, 2024. As a result, the assets, liabilities and results of operations of the VCS Business are consolidated in the accompanying Unaudited Condensed Consolidated Financial Statements as of the date of acquisition and reported within the Company’s HVAC segment. See Note 15 – Acquisitions for additional information.

Portfolio Transformation

OnDuring ~~December 7~~2024, ~~2023,~~ the Company ~~entered~~completed several activities designed to simplify its business portfolio, transforming it into a ~~stock~~pure-play ~~purchase~~climate ~~agreement~~and toenergy ~~sell~~solutions ~~its~~provider. ~~Access~~On ~~Solutions~~January 2, 2024, the Company acquired the climate solutions business (the "~~Access~~VCS ~~Solutions~~Business") toof ~~Honeywell~~Viessmann ~~International~~Group ~~Inc~~GmbH & Co. AsKG a(“Viessmann”). ~~result~~The VCS Business, primarily reported in the ~~assets~~Climate ~~and~~Solutions ~~liabilities~~Europe ofsegment, ~~Access~~is ~~Solutions~~a ~~are~~premier ~~presented~~residential asand ~~held~~light ~~for~~commercial ~~sale~~HVAC onprovider ~~the~~in ~~accompanying~~Europe ~~Unaudited~~that ~~Condensed~~expanded ~~Consolidated~~our ~~Balance~~portfolio ~~Sheet~~to asoffer a global, comprehensive suite of ~~December~~sustainable 31and innovative building and cold-chain solutions. In addition, ~~2023~~the Company divested its Commercial and Residential Fire, Access Solutions and ~~recorded~~Industrial atFire ~~the~~businesses ~~lower~~which ofwere ~~their~~historically ~~carrying~~reported ~~value~~in orits ~~fair~~Fire ~~value~~& ~~less~~Security ~~estimated~~segment. ~~cost~~The transactions represented a single disposal plan to ~~sell~~separately divest multiple businesses over different reporting periods and met the criteria to be presented as discontinued operations in the accompanying financial statements. The ~~sale~~Company ofalso ~~Access~~divested ~~Solutions~~its ~~was~~Commercial ~~completed~~Refrigeration onbusiness ~~June 2,~~(“CCR”) during 2024. ~~See~~CCR, ~~Note~~which 16was -historically ~~Divestitures~~reported ~~for~~in ~~additional~~the ~~information~~Climate Solutions Transportation segment (previously named Refrigeration), did not meet the criteria to be presented as discontinued operations.

During the fourth quarter of 2023, the net assets of the Company's Industrial Fire business ("Industrial Fire") met the criteria to be classified as held for sale. As a result, the assets and liabilities of Industrial Fire are presented as held for sale on the accompanying Unaudited Condensed Consolidated Balance Sheet as of December 31, 2023, and recorded at the lower of their carrying value or fair value less estimated cost to sell. On March 5, 2024, the Company entered into a stock purchase agreement to sell Industrial Fire to Sentinel Capital Partners. The sale of Industrial Fire was completed on July 1, 2024. See Note 16 - Divestitures for additional information.8

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OnSegment December 12, 2023, the Company entered into a stock purchase agreement to sell its Commercial Refrigeration business ("CCR") to Haier Group Corporation for an enterprise value of approximately $775 million. As a result, the assets and liabilities of CCR are presented as held for sale on the accompanying Unaudited Condensed Consolidated Balance Sheet as of September 30, 2024 and December 31, 2023, and recorded at the lower of their carrying value or fair value less estimated cost to sell. The sale of CCR was completed on October 1, 2024. See Note 16 - Divestitures for additional information.Reorganization

OnAs ~~August~~a ~~15,~~result ~~2024~~of the Company's portfolio transformation, the Company ~~entered~~revised ~~into~~its areportable ~~stock~~segments ~~purchase~~during ~~agreement~~the first quarter to ~~sell~~better reflect its ~~Commercial~~business strategy, align its management reporting and ~~Residential~~increase ~~Fire~~transparency ~~business~~for ~~(“CRF~~investors. ~~Business”)~~Under tothe anrevised ~~affiliate~~segment ofstructure, ~~Lone~~the ~~Star~~Company ~~Funds~~has ~~for~~three annew ~~enterprise~~regional ~~value~~HVAC ofoperating ~~approximately~~segments. $3Combined with the Climate Solutions Transportation operating segment, the four operating segments also serve as the Company's reportable segments.~~0 billion.~~ AsThis model is designed to create a ~~result~~simplified, ~~the~~more ~~assets~~focused and ~~liabilities~~customer-centric oforganization across the ~~CRF~~globe. ~~Business~~Each ~~are~~segment ~~presented~~reports asthrough ~~held~~separate ~~for~~management ~~sale~~teams onwhich regularly review their operating results with the ~~accompanying~~Company's ~~Unaudited~~Chief ~~Condensed~~Operating ~~Consolidated~~Decision ~~Balance~~Maker ~~Sheet~~(the as"CODM") ofdetermined ~~September 30,~~in ~~2024~~accordance ~~and~~with ~~December 31,~~applicable ~~2023~~accounting guidance. In connection with the revised structure, ~~and~~the ~~recorded~~CODM atchanged the ~~lower~~measure ofused ~~their~~to ~~carrying~~evaluate ~~value~~segment orprofitability ~~fair~~from ~~value~~Operating ~~less~~profit ~~estimated~~to ~~cost~~Segment operating profit. All prior period comparative information has been recast to ~~sell~~reflect the revised segment structure. See Note 1617 -– ~~Divestitures~~Segment Financial Data for additional information.

Discontinued Operations

In 2023, the Company announced plans to exit its Fire & Security and Commercial Refrigeration businesses over the course of 2024. The announced plan to exit the Fire & Security segment represents a single disposal plan to separately divest multiple businesses over different reporting periods. Upon the CRF Business qualifying as held for sale during the three months ended September 30, 2024, the components of the Fire & Security segment in aggregate met the criteria to be presented as discontinued operations in the accompanying Unaudited Condensed Consolidated Statement of Operations and Unaudited Condensed Consolidated Statement of Cash Flows. In addition, the assets and liabilities of the CRF Business have been reclassified to held for sale at December 31, 2023. The results of the CCR business did not meet the criteria to be presented in discontinued operations. See Note 16 - Divestitures for additional information.

Deconsolidation of Kidde-Fenwal, Inc.

On May 14, 2023, Kidde-Fenwal, Inc. ("KFI"), an indirect wholly-owned subsidiary of the Company, filed a petition for voluntary reorganization under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") in the United States Bankruptcy Court for the District of Delaware. KFI, an industrial fire detection and suppression business historically reported in the Company's Fire & Security segment, indicated that it intended to use the bankruptcy process to explore strategic alternatives, including the sale of KFI as a going concern. As of the petition date, KFI was deconsolidated and its respective assets and liabilities were derecognized from the Company's Unaudited Condensed Consolidated Financial Statements. The sale of KFI was completed on July 1, 2024. See Note 19 - Commitments and Contingent Liabilities for additional information.

Separation from United Technologies

On April 3, 2020 (the "Distribution Date"), United Technologies Corporation ("UTC"), since renamed RTX Corporation ("Raytheon Technologies Corporation" or "RTX"), completed the spin-off of Carrier into an independent, publicly traded company (the "Separation") through a pro-rata distribution (the "Distribution") on a one-for-one basis of all of the outstanding shares of common stock of Carrier to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date of the Distribution. ~~Following~~In ~~the Separation and Distribution~~addition, the Company entered into several agreements with UTC and Otis Worldwide Corporation ("Otis") that govern various aspects of the relationship among the Company, UTC and Otis. As of ~~September~~March 3031, ~~2024~~2025, only certain portions of the Tax Matters Agreement ("TMA") remain in effect.

Recently Issued and Adopted Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") is the sole source of authoritative U.S. GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates ("ASU") to communicate changes to the codification. The Company considers the applicability and impact of all ASUs. ASUs pending adoption were assessed and determined to be either not applicable or are not expected to have a material impact on the accompanying Unaudited Condensed Consolidated Financial Statements.

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Recently Issued Accounting Pronouncements

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures (“"ASU 2023-~~07”~~09"), which requires public entities to disclose disaggregated information about their ~~reportable~~effective ~~segments’~~tax ~~significant~~rate ~~expenses~~reconciliation onas anwell ~~interim~~as ~~and~~information ~~annual~~on ~~basis.~~income Intaxes addition, the amendments clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirementspaid. ASU 2023-0709 is effective for ~~fiscal~~annual ~~years beginning after December 15, 2023 and interim~~ periods beginning after December 15, 2024, with early adoption permitted. The ~~Company~~ASU requires additional disclosures and is ~~currently~~not ~~assessing~~expected ~~the~~to ~~impact~~have ofa ~~this~~material ~~ASU~~impact on ~~its~~the Company's financial statements.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, ~~Income~~Disaggregation ~~Taxes~~of ~~(Topic 740): Improvements to~~ Income ~~Tax~~Statement ~~Disclosures~~Expenses (DISE) ("ASU ~~2023~~2024-0903"), which requires public entities to disclose disaggregated information about ~~their~~expenses ~~effective~~by ~~tax~~nature ~~rate~~on ~~reconciliation~~an asinterim ~~well~~and asannual ~~information on income taxes paid~~basis. ASU ~~2023~~2024-0903 is effective for fiscal years beginning after December 15, ~~2024~~2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of this ASU on its financial statements.

On March 6, 2024, the SEC adopted new rules designed to enhance public company disclosures related to the risks and impacts of climate-related matters. The rules amend the provisions of both Regulation S-K and Regulation S-X to require disclosure of climate-related risks, transition plans, targets and goals, risk management and governance as well as require disclosure of the financial effects of severe weather events and other natural conditions as well as the use of carbon offsets or renewable energy credits. Disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025, subject to legal challenges and the SEC's voluntary stay of the disclosure requirements. The Company will continue to assess the impact of these new rules on its financial statements while the stay is in place.

NOTE 3: INVENTORIES, NET

Inventories are stated at the lower of cost or estimated net realizable value. Cost is primarily determined based on the first-in, first-out inventory method ("FIFO") or average cost methods, which approximates current replacement cost. However, certain subsidiaries use the last-in, first-out inventory method ("LIFO").

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Inventories, net consisted of the following:

(In millions)

~~September~~March 3031,~~2024~~2025

December 31,~~2023~~2024

Raw materials

~~872~~653

~~534~~625

Work-in-process

~~246~~216

~~245~~213

Finished goods

1,~~528~~779

1,~~044~~461

Inventories, net

2,~~646~~648

12,~~823~~299

The Company performs periodic assessments utilizing customer demand, production requirements and historical usage rates to determine the existence of excess and obsolete inventory and records necessary provisions to reduce such inventories to the lower of cost or estimated net realizable value. Raw materials, work-in-process and finished goods are net of valuation reserves of $~~224~~241 million and $~~173~~215 million as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

NOTE 4: GOODWILL AND INTANGIBLE ASSETS

The Company records goodwill as the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is tested and reviewed annually for impairment on July 1 or whenever there is a material change in events or circumstances that indicates that the fair value of the reporting unit may be less than its carrying value.

11In connection with its revised segment structure, the Company performed a quantitative goodwill impairment test on its reporting units prior to the reorganization to determine if any impairment existed. The tests did not indicate any goodwill impairment. The Company then reassigned goodwill among its new reporting units using a relative fair value approach.

~~Table~~The changes in the carrying amount of ~~Contents~~ reassigned goodwill were as follows:

The changes in the carrying amount of goodwill were as follows:


(In millions)	Climate Solutions Americas		Climate Solutions Europe		Climate Solutions Asia Pacific, Middle East & Africa		Climate Solutions Transportation		Total
Balance as of December 31, 2024	$	5,059	$	7,035	$	1,380	$	1,127	$	14,601



Foreign currency translation	1		319		28		10		358
Balance as of March 31, 2025	$	5,060	$	7,354	$	1,408	$	1,137	$	14,959

(In millions)	HVAC		Refrigeration		Corporate and other		Total
Balance as of December 31, 2023	$	6,407	$	1,037	$	76	$	7,520
Acquisitions (1)	7,608		29		—		7,637
Foreign currency translation	61		76		—		137
Balance as of September 30, 2024	$	14,076	$	1,142	$	76	$	15,294

Identifiable intangible assets are amortized over their estimated useful lives and consisted of the following:

(1) See Note 15 - Acquisitions for additional information.


	March 31, 2025						December 31, 2024
(In millions)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount

Customer relationships	$	5,818	$	(1,115)	$	4,703	$	5,607	$	(939)	$	4,668
Patents and trademarks	915		(165)		750		885		(147)		738

Service portfolios and other	1,585		(558)		1,027		1,530		(504)		1,026
Total intangible assets	$	8,318	$	(1,838)	$	6,480	$	8,022	$	(1,590)	$	6,432

Indefinite-lived intangible assets are tested and reviewed annually for impairment on July 1 or whenever there is a material change in events or circumstances that indicates that the fair value of the asset may be less than the carrying amount of the asset. All other intangible assets with finite useful lives are amortized over their estimated useful lives.

Identifiable intangible assets consisted of the following:

	September 30, 2024						December 31, 2023
(In millions)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Customer relationships	$	5,990	$	(852)	$	5,138	$	1,056	$	(445)	$	611
Patents and trademarks	946		(140)		806		255		(96)		159
Service portfolios and other	1,637		(463)		1,174		431		(256)		175
Total intangible assets	$	8,573	$	(1,455)	$	7,118	$	1,742	$	(797)	$	945

Amortization of intangible assets was as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Amortization expense of Intangible assets

~~213~~208

54211

~~632~~

~~167~~

~~Annual Impairment Test~~10

The Company tested its goodwill and indefinite-lived intangible assets for impairment on July 1 as part of its annual assessment. For each test except one, the Company qualitatively assessed all relevant events or circumstances that could impact the estimate of fair value and determined it was more likely than not that the fair value of each reporting unit and indefinite-lived intangible assets exceeded their carrying amount. For the remaining test, the Company performed a quantitative goodwill impairment test to determine if any impairment existed. The test did not indicate any goodwill impairment.

In connection with the presentation of the CRF Business as held for sale at September 30, 2024, the Company reassigned goodwill to the remaining business activities previously reported within the Fire & Security segment. For the test, the Company qualitatively assessed all relevant events or circumstances that could impact the estimate of fair value and determined it was more likely than not that the fair value of the remaining business activities exceeded their carrying amount. Due to these business activities no longer meeting the criteria of a reportable segment, they have been included in Corporate and other.

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NOTE 5: BORROWINGS AND LINES OF CREDIT

Long-term debt consisted of the following:

(In millions)

~~September~~March 3031,~~2024~~2025

December 31,~~2023~~2024

2.242% Notes due 2025 (1)

~~1,200~~—

1,200

4.375% Notes due 2025 (2)

836

830

5.800% Notes due 2025

—

1,000

2.493% Notes due 2027

900

4.125% Notes due 2028

~~836~~809

~~830~~783

2.722% Notes due 2030

2,000

2.700% Notes due 2031

750

4.500% Notes due 2032

~~948~~917

~~941~~887

5.900% Notes due 2034

875

~~1,000~~875

3.625% Notes due 2037

809

783

3.377% Notes due 2040

1,500

3.577% Notes due 2050

1,400

21,~~000~~400

6.200% Notes due 2054

650

~~1,000~~650

Total long-term notes

1110,~~895~~610

1311,~~951~~728

Japanese Term Loan Facility

~~374~~358

~~379~~342

Other debt (including project financing obligations and finance leases)

~~243~~302

74296

Discounts and debt issuance costs

(8086)

(~~111~~88)

Total debt

1211,~~432~~184

1412,~~293~~278

Less: current portion of long-term debt

~~2,095~~104

511,252

Long-term debt, net of current portion

1011,~~337~~080

1411,~~242~~026

(1) 2.242% Notes due February 15, 2025; ~~reclassified~~repaid toduring ~~Current~~February ~~portion of long-term debt~~2025.

(2) 4.375% Notes due May 29, 2025; reclassified to Current portion of long-term debt.

Acquisition Funding

On January 2, 2024, the Company completed the acquisition of the VCS Business for total consideration of $14.2 billion. Under the terms of the Agreement, 20% of the purchase price was paid in Carrier common stock, issued directly to Viessmann and subject to certain lock up provisions and 80% was paid in cash, subject to working capital and other adjustments. In order to fund the Euro-denominated cash portion of the purchase price, the Company used cash on hand, debt financing and various term loan facilities.

Debt Issuance

In November 2023, the Company issued $3.0 billion principal amount of USD-denominated notes in three tranches. The tranches consisted of $1.0 billion aggregate principal amount of 5.80% notes due 2025, $1.0 billion aggregate principal amount of 5.90% notes due 2034 and $1.0 billion aggregate principal amount of 6.20% notes due 2054 (collectively, the “USD Notes”). In addition, the Company issued €2.35 billion principal amount of Euro-denominated notes in three tranches. The tranches consisted of €750 million aggregate principal amount of 4.375% notes due 2025, €750 million aggregate principal amount of 4.125% notes due 2028 and €850 million aggregate principal amount of 4.50% notes due 2032 (collectively, the “Euro Notes”). The Company capitalized $51 million of deferred financing costs which are being amortized over the term of their related notes. The notes are subject to certain customary covenants and the Company has the option to redeem the notes in whole or in part at any time prior to their stated maturity date at the redemption price set forth in the indenture agreements. In June 2024, the Company redeemed the $1.0 billion aggregate principal amount of 5.80% notes due in 2025 and incurred a $8 million make-whole premium upon prepayment and wrote off $4 million of related unamortized debt financing costs.

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Bridge Loan

On April 25, 2023, the Company entered into commitment letters with JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Bank of America, N.A. to provide a €8.2 billion aggregate principal, senior unsecured bridge term loan facility (the “Bridge Loan”). Euro-denominated borrowings bore interest at the EURIBOR Rate plus a ratings-based margin, USD-denominated borrowings bore interest at either a Term SOFR Rate plus 0.10% and a ratings-based margin or, alternatively, at a base rate plus a ratings-based margin. The Company capitalized $48 million of deferred financing costs associated with the Bridge Loan which were amortized over the commitment period. Upon entering into a senior unsecured delayed draw term loan facility and issuing the USD Notes and the Euro Notes, the Company reduced the Bridge Loan by €7.7 billion and accelerated the amortization on $25 million of deferred financing costs in Interest expense during 2023. On January 2, 2024, the Company entered into a 60-day senior unsecured term loan agreement consisting of a Euro-denominated tranche in an aggregate amount of €113 million and a USD-denominated tranche in an aggregate amount of $349 million (the “60-day Loan”). Upon entering into the 60-day Loan, the Company reduced the final portion of the Bridge Loan by €500 million and subsequently terminated the agreement. Borrowings under the 60-day Loan were repaid in March 2024.

Delayed Draw Facility

On May 19, 2023, the Company entered into a senior unsecured delayed draw term loan credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and certain other lenders that permits aggregate borrowings of up to €2.3 billion (the "Delayed Draw Facility"). The facility consisted of an 18-month, Euro-denominated tranche in an aggregate amount of €1.15 billion and a 3-year, Euro-denominated tranche in an aggregate amount of €1.15 billion. Euro-denominated borrowings bear interest at the EURIBOR Rate plus a ratings-based margin, USD-denominated borrowings bear interest at either a Term SOFR Rate plus 0.10% and a ratings-based margin or, alternatively, at a base rate plus a ratings-based margin. The Company capitalized $4 million of deferred financing costs which will be amortized over the respective term of the tranches. On January 2, 2024, the Company borrowed the full amount available under the Delayed Draw Facility in U.S. Dollars. Borrowings under the Delayed Draw Facility were repaid in June 2024 and the facility was subsequently terminated.

364-Day Revolver

On May 17, 2024, the Company entered into a 364-day, $500 million, senior unsecured revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and certain other lenders (the “364-day Revolver”). Borrowings are available in U.S. Dollars and Euros. USD-denominated borrowings bear interest at either a Term SOFR Rate plus 0.10% and a ratings-based margin or, alternatively, at a base rate plus a ratings-based margin, Euro-denominated borrowings bear interest at the Adjusted EURIBOR Rate plus a ratings-based margin. Upon entering into the 364-day Revolver, the Company terminated its existing $500 million senior unsecured revolving credit agreement that was set to mature in May 2024. As of September 30, 2024, there were no borrowings outstanding under the 364-day Revolver.

Japanese Term Loan Facility

On July 15, 2022, the Company entered into a five-year, JPY 54 billion (approximately $400 million) senior unsecured term loan facility with MUFG Bank Ltd., as administrative agent and lender, and certain other lenders (the "Japanese Term Loan Facility"). Borrowings under the Japanese Term Loan Facility bear interest at a rate equal to the Tokyo Term Risk Free Rate plus 0.75%. The Company capitalized $2 million of deferred financing costs which are being amortized over its term. On July 25, 2022, the Company borrowed JPY 54 billion under the Japanese Term Loan Facility and used the proceeds to fund a portion of the Yen-denominated purchase price of Toshiba Carrier Corporation ("TCC") and to pay related fees and expenses.

Revolving Credit Facility

On ~~May~~December 1920, ~~2023~~2024, the Company ~~entered~~refinanced ~~into~~its a revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders, permitting aggregate borrowings of up to $2.05 billion pursuant to an unsecured, unsubordinated revolving credit facility that matures in ~~May~~December ~~2028~~2029 (the "Revolving Credit Facility"). The Revolving Credit Facility supports the Company's commercial paper program and can be used for other general corporate purposes. Borrowings are available in U.S. Dollars and Euros. U.S. Dollar borrowings bear interest at either a Term SOFR Rate plus 0.10% and a ratings-based margin or, alternatively, at an alternate base rate plus a ratings-based margin. Euro borrowings bear interest at an adjusted EURIBOR rate plus a ratings-based margin. A ratings-based commitment fee is charged on unused commitments. InUpon ~~addition~~entering into the agreement, the Company capitalized $2 11 million of deferred financing costs which are being amortized over its term. As of ~~September~~March 3031, ~~2024~~2025, there were no borrowings outstanding under the Revolving Credit Facility.

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Commercial Paper Program

The Company has a $2.0 billion unsecured, unsubordinated commercial paper program, which can be used for general corporate purposes, including the funding of working capital and potential acquisitions. As of ~~September~~March 3031, ~~2024~~2025, there were no borrowings outstanding under the commercial paper program.

Project Financing Arrangements

The Company is involved in long-term construction contracts in which it arranges project financing with certain customers. As a result, the Company issued $406 million and $1410 million of debt during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. Long-term debt repayments associated with these financing arrangements during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, were ~~$7 million~~ zero and $155 million, respectively.

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Debt Covenants

The Revolving Credit Facility, ~~364-day Revolver,~~ the indenture for the long-term notes and the five-year, JPY 54 billion (approximately $400 million) senior unsecured term loan facility ("Japanese Term Loan Facility") contain affirmative and negative covenants customary for financings of these types, which, among other things, limit the Company's ability to incur certain liens, to make certain fundamental changes and to enter into sale and leaseback transactions. As of ~~September~~March 3031, ~~2024~~2025, the Company was in compliance with the covenants under the agreements governing its outstanding indebtedness.

Tender Offers

In July 2024, the Company commenced tender offers to purchase up to $800 million ("Aggregate Tender Cap") aggregate principal of certain tranches of the Company's notes. The tender offers included payment of applicable accrued and unpaid interest up to the settlement date, along with a fixed spread for early repayment. Based on participation, the Company elected to increase the Aggregate Tender Cap and settle the tender offers early. The aggregate principal amount tendered and accepted was approximately $1.0 billion, which included $125 million of notes due 2034, $350 million of notes due 2054 and approximately $600 million of notes due 2050. Upon settlement, the Company recognized a net gain of $97 million and wrote off $11 million of unamortized deferred financing costs within Interest (expense) income, net on the accompanying Unaudited Condensed Consolidated Statement of Operations.

NOTE 6: FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurement ("ASC 820"), defines fair value as the price that would be received if an asset is sold or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:

•Level 1: Observable inputs such as quoted prices in active markets;

•Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors, including foreign currency and commodity price risk. These exposures are managed through operational strategies and the use of undesignated hedging contracts. The Company's derivative assets and liabilities are measured at fair value on a recurring basis using internal models based on observable market inputs, such as forward, interest, contract and discount rates with changes in fair value reported in Other income (expense), net in the accompanying Unaudited Condensed Consolidated Statement of Operations.

15During 2022, the Company entered into cross currency swaps with various financial institutions to fund a portion of the Yen-denominated purchase price of Toshiba Carrier Corporation ('TCC"). The cross currency swaps are measured at fair value on a recurring basis using observable market inputs, such as forward, discount and interest rates as well as credit default swap spreads. The Company designated the cross currency swaps as a partial hedge of its investment in certain subsidiaries whose functional currency is the Japanese Yen in order to manage foreign currency translation risk. As a result, changes in the fair value of the swaps are recorded in Equity in the accompanying Unaudited Condensed Consolidated Balance Sheet. From time to time, the Company settles and enters into new cross currency swaps with the same purpose and characteristics as initially established.

The remaining portion of the Yen-denominated purchase price was funded by the Japanese Term Loan Facility. The carrying value of the facility is translated on a recurring basis using the exchange rate at the end of the applicable period and approximates its fair value. The Company designated the Japanese Term Loan Facility as a partial hedge of its investment in certain subsidiaries whose functional currency is the Japanese Yen in order to manage foreign currency translation risk. As a result, changes in the carrying value of the term loan facility associated with foreign exchange rate movements are recorded in Equity in the Unaudited Condensed Consolidated Balance Sheet.

During 2023, the Company entered into several interest rate swap contracts to mitigate interest rate exposure on the forecasted issuance of long-term debt. The contracts had an aggregate notional amount of $1.5 billion and were designated as cash flow hedges with changes in fair value reported in Equity in the accompanying Unaudited Condensed Consolidated Balance Sheet. Fair value was measured on a recurring basis using observable market inputs, such as forward, discount and interest rates. In November 2023, the contracts were settled upon the issuance of the underlying debt. As a result, the Company deferred a net unrecognized gain of $58 million in Equity which will be subsequently recognized in Interest expense over the term of the related notes which range from 2034 to 2054. The amount expected to be amortized during 2025 is a net gain of $4 million.

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~~During~~The ~~2022, the~~ Company ~~entered~~enters into cross currency swaps ~~with~~in ~~various~~order ~~financial~~to ~~institutions~~manage toforeign ~~fund~~currency atranslation ~~portion~~risk ofon ~~the~~assets ~~Yen-~~denominated ~~purchase~~in ~~price~~a offunctional ~~TCC~~currency other than the U.S. Dollar. The ~~cross~~swaps ~~currency~~have ~~swaps~~an aggregate notional amount of $2.0 billion and are measured at fair value on a recurring basis using observable market inputs, such as forward, discount and interest rates ~~as well as credit default swap spreads~~. The Company ~~designated~~designates the cross currency swaps as a partial hedge of its ~~investment~~investments in certain subsidiaries whose functional currency is not the ~~Japanese~~U.S. ~~Yen in order to manage foreign currency translation risk~~Dollar. As a result, changes in the fair value of the swaps are recorded in Equity in the accompanying Unaudited Condensed Consolidated Balance Sheet. ~~From time to time, the Company settles and enters into new cross currency swaps with the same purpose and characteristics as initially established.~~

The remaining portion of the Yen-denominated purchase price was funded by the Japanese Term Loan Facility. The carrying value of the facility is translated on a recurring basis using the exchange rate at the end of the applicable period and approximates its fair value. The Company designated the Japanese Term Loan Facility as a partial hedge of its investment in certain subsidiaries whose functional currency is the Japanese Yen in order to manage foreign currency translation risk. As a result, changes in the carrying value of the Japanese Term Loan Facility associated with foreign exchange rate movements are recorded in Equity in the Unaudited Condensed Consolidated Balance Sheet.

During 2023, the Company entered into window forward contracts with Bank of America N.A. and JPMorgan Chase Bank N.A. to mitigate the foreign currency risk of the expected cash outflows associated with the Euro-denominated purchase price of the VCS Business. The instruments had an aggregate notional amount of €7 billion and were measured at fair value on a recurring basis using observable market inputs, such as forward, discount and interest rates with changes in fair value reported in Other income (expense), net in the accompanying Unaudited Condensed Consolidated Statement of Operations. During 2023, the Company recognized a $96 million loss on the mark-to-market valuation of its window forward contracts. The Company settled the window forward contracts on January 2, 2024, upon the acquisition of the VCS Business and recognized an additional $86 million loss.

During 2023, the Company entered into several interest rate swap contracts to mitigate interest rate exposure on the forecasted issuance of long-term debt. The contracts had an aggregate notional amount of $1.525 billion and were designated as cash flow hedges with changes in fair value reported in Equity in the accompanying Unaudited Condensed Consolidated Balance Sheet. Fair value was measured on a recurring basis using observable market inputs, such as forward, discount and interest rates. In November 2023, the contracts were settled upon the issuance of the underlying debt. As a result, the Company deferred a net unrecognized gain of $58 million in Equity which will be subsequently recognized in Interest expense over the term of the related notes which range from 2034 to 2044. The amount expected to be amortized during 2024 is a net gain of $5 million.

In July 2024, the Company entered into cross currency swaps with Barclays Bank PLC as syndication swap arranger in order to manage foreign currency translation risk on Euro-denominated assets. The swaps have an aggregate notional amount of $2.0 billion and are measured at fair value on a recurring basis using observable market inputs, such as forward, discount and interest rates. The Company designated the cross currency swaps as a partial hedge of its investment in certain subsidiaries whose functional currency is the Euro. As a result, changes in the fair value of the swaps are recorded in Equity in the accompanying Unaudited Condensed Consolidated Balance Sheet.

The following tables provide the valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the accompanying Unaudited Condensed Consolidated Balance Sheet:

(In millions)	Total		Level 1		Level 2		Level 3
September 30, 2024
March 31, 2025
Derivative assets (1)(3)	$	70	$	—	$	70	$	—
Derivative assets (1)	$	64	$	—	$	64	$	—
Derivative liabilities (2)(3)	$	(69)	$	—	$	(69)	$	—
Derivative liabilities (2)	$	(33)	$	—	$	(33)	$	—
December 31, 2023
December 31, 2024
Derivative assets (1) (3)	$	32	$	—	$	32	$	—
Derivative assets (1)	$	82	$	—	$	82	$	—
Derivative liabilities (2) (3)	$	(126)	$	—	$	(126)	$	—
Derivative liabilities (2)	$	(41)	$	—	$	(41)	$	—

(1) Included in Other current assets and Other assets on the accompanying Unaudited Condensed Consolidated Balance Sheet.

(2) Included in Accrued liabilities and Other long-term liabilities on the accompanying Unaudited Condensed Consolidated Balance Sheet.

(3) Includes cross currency swaps and window forward contracts (which were settled on January 2, 2024).

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The following table provides the carrying amounts and fair values of the Company's long-term notes that are not recorded at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheet:

September 30, 2024

December 31, 2023

March 31, 2025

December 31, 2024

(In millions)

CarryingAmount

FairValue

CarryingAmount

FairValue

Total long-term notes (1)

1110,~~895~~610

119,~~372~~774

1311,~~951~~728

1310,~~194~~798

(1) Excludes debt discount and issuance costs.

The fair value of the Company's long-term debt is measured based on observable market inputs which are considered Level 1 within the fair value hierarchy. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate fair value due to the short-term nature of these accounts and would be classified as Level 1 in the fair value hierarchy. The Company's financing leases and project financing obligations, included in Long-term debt and Current portion of long-term debt on the accompanying Unaudited Condensed Consolidated Balance Sheet, approximate fair value and are classified as Level 3 in the fair value hierarchy.

NOTE 7: EMPLOYEE BENEFIT PLANS

The Company sponsors U.S. and international defined benefit pension and defined contribution plans. In addition, the Company contributes to various U.S. and international multi-employer defined benefit pension plans.

Contributions to the plans were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
Defined benefit plans	$	165	$	6	$	34	$	17
Defined contribution plans	$	3035	$	3039	$	~~104~~	$	96
Multi-employer pension plans	$	43	$	34	$	12	$	11

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The components of net periodic pension expense (benefit) for the defined benefit pension plans are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
Service cost	$	43	$	4	$	11	$	12
Interest cost	137		87		26		24
Expected return on plan assets	(138)		(87)		~~(27)~~		~~(24)~~
Amortization of prior service cost	—		1		—		2
Net periodic pension expense (benefit)	$	2	$	4
Recognized actuarial net (gain) loss	—		(1)		1		(2)
Net settlement, curtailment and special termination benefit (gain) loss	1		—		1		—
Net periodic pension expense (benefit)	$	5	$	4	$	12	$	12
Amounts recorded in continuing operations	$	5	$	4	$	12	$	12
Amounts recorded in discontinued operations	—		—		—		—
Net periodic pension expense (benefit)	$	5	$	4	$	12	$	12

NOTE 8: STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation plans in accordance with ASC 718, Compensation - Stock Compensation, which requires a fair-value based method for measuring the value of stock-based compensation. Fair value is measured at the date of grant and is generally not adjusted for subsequent changes. The Company's stock-based compensation plans include programs for stock appreciation rights, restricted stock units and performance share units.

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Stock-based compensation expense, net of estimated forfeitures, is included in Cost of products sold, Selling, general and administrative and Research and development in the accompanying Unaudited Condensed Consolidated Statements of Operations.

Stock-based compensation cost by award type was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
Equity compensation costs - equity settled	$	2823	$	2322	$	76	$	63
Equity compensation costs - cash settled (1)	2(1)		1—		3		3
Total stock-based compensation expense	$	3022	$	2422	$	79	$	66
Amounts recorded in continuing operations	$	2722	$	2219	$	68	$	58
Amounts recorded in discontinued operations	3—		23		11		8
Total stock-based compensation expense	$	3022	$	2422	$	79	$	66

(1) The cash settled awards are classified as liability awards and are measured at fair value at each balance sheet date.

NOTE 9: PRODUCT WARRANTIES

In the ordinary course of business, the Company provides standard warranty coverage on its products. Provisions for these amounts are established at the time of sale and estimated primarily based on product warranty terms and historical claims experience. In addition, the Company incurs discretionary costs to service its products in connection with specific product performance issues. Provisions for these amounts are established when they are known and estimable. The Company assesses the adequacy of its initial provisions and will make adjustments as necessary based on known or anticipated claims or as new information becomes available that suggests it is probable that future costs will be different than estimated amounts. Amounts associated with these provisions are classified on the accompanying Unaudited Condensed Consolidated Balance Sheet as Accrued liabilities or Other long-term liabilities based on their anticipated settlement date.

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The changes in the carrying amount of warranty related provisions are as follows:

	Nine Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024
Balance as of January 1,	$	~~568~~786	$	~~544~~568
Warranties, performance guarantees issued and changes in estimated liability	~~229~~89		~~188~~91
Settlements made	(~~211~~69)		(~~146~~57)
Other	58		(144)
Acquisitions (1)	202		—
Acquisitions	—		202
Balance as of September 30,	$	793	$	572
Balance as of March 31,	$	814	$	800

(1) See Note 15 - Acquisitions for additional information.

NOTE 10: EQUITY

The authorized number of shares of common stock of Carrier is 4,000,000,000 shares of $0.01 par value. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, ~~947~~949,~~450~~244,~~955~~473 and ~~883~~948,068,~~393~~772 shares of common stock were issued, respectively, which includes 4989,~~659~~054,~~143~~545 and 4370,~~490~~093,~~981~~639 shares of treasury stock, respectively.

Share Repurchase Program

The Company may repurchase its outstanding common stock from time to time subject to market conditions and at the Company's discretion. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. Shares acquired are recognized at cost and presented separately on the balance sheet as a reduction to Equity. Since the initial authorization in February 2021, the Company's Board of Directors authorized the repurchase of up to $7.1 billion of the Company's outstanding common stock.

18During the three months ended March 31, 2025, the Company repurchased 19.0 million shares of common stock for an aggregate purchase price of $1.3 billion. As a result, the Company had approximately $1.9 billion remaining under the current authorization at March 31, 2025.

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pursuant to plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. Shares acquired are recognized at cost and presented separately on the balance sheet as a reduction to Equity. Since the initial authorization in February 2021, the Company's Board of Directors authorized the repurchase of up to $4.1 billion of the Company's outstanding common stock.

As of December 31, 2023, the Company repurchased 43.5 million shares of common stock for an aggregate purchase price of $2.0 billion, including shares repurchased under an accelerated share repurchase agreement. As a result, the Company had approximately $2.1 billion remaining under the current authorization at December 31, 2023.

During the nine months ended September 30, 2024, the Company repurchased 6.2 million shares of common stock for an aggregate purchase price of $0.4 billion. As a result, the Company had approximately $1.7 billion remaining under the current authorization at September 30, 2024. In addition, the Company's Board of Directors approved a $3 billion increase to the Company's existing share repurchase program in October 2024.

Accumulated Other Comprehensive Income (Loss)

A summary of changes in the components of Accumulated other comprehensive income (loss) for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 is as follows:

(In millions)	Foreign Currency Translation		Defined Benefit Pension and Post-retirement Plans		Unrealized Hedging Gains (Losses)		Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2023	$	(1,444)	$	(100)	$	58	$	(1,486)
Balance as of December 31, 2024	$	(2,053)	$	(107)	$	54	$	(2,106)
Other comprehensive income (loss) before reclassifications, net	~~(385)~~634		—		—		~~(385)~~634
Amounts reclassified, pre-tax	—		—		(1)		(1)
Balance as of March 31, 2024	$	(1,829)	$	(100)	$	57	$	(1,872)
Balance as of March 31, 2025	$	(1,419)	$	(107)	$	53	$	(1,473)
Other comprehensive income (loss) before reclassifications, net	(187)		—		—		(187)
Amounts reclassified, pre-tax	—		1		(1)		—
Divestitures, net	373		—		—		373
Balance as of June 30, 2024	$	(1,643)	$	(99)	$	56	$	(1,686)
Other comprehensive income (loss) before reclassifications, net	669		—		—		669
Amounts reclassified, pre-tax	—		2		(1)		1
Tax expense (benefit) reclassified	—		(1)		—		(1)
Divestitures, net	215		—		—		215
Balance as of September 30, 2024	$	(759)	$	(98)	$	55	$	(802)

~~A summary of changes in the components of Accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2023 is as follows:~~15

(In millions)	Foreign Currency Translation		Defined Benefit Pension and Post-retirement Plans		Unrealized Hedging Gains (Losses)		Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2022	$	(1,604)	$	(84)	$	—	$	(1,688)
Other comprehensive income (loss) before reclassifications, net	52		—		—		52
Balance as of March 31, 2023	$	(1,552)	$	(84)	$	—	$	(1,636)
Other comprehensive income (loss) before reclassifications, net	(55)		—		—		(55)
Balance as of June 30, 2023	$	(1,607)	$	(84)	$	—	$	(1,691)
Other comprehensive income (loss) before reclassifications, net	(245)		—		80		(165)
Balance as of September 30, 2023	$	(1,852)	$	(84)	$	80	$	(1,856)

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A summary of changes in the components of Accumulated other comprehensive income (loss) for the three months ended March 31, 2024 is as follows:


(In millions)	Foreign Currency Translation		Defined Benefit Pension and Post-retirement Plans		Unrealized Hedging Gains (Losses)		Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2023	$	(1,444)	$	(100)	$	58	$	(1,486)
Other comprehensive income (loss) before reclassifications, net	(385)		—		—		(385)
Amounts reclassified, pre-tax	—		—		(1)		(1)


Balance as of March 31, 2024	$	(1,829)	$	(100)	$	57	$	(1,872)

NOTE 11: REVENUE RECOGNITION

The Company accounts for revenue in accordance with ASC 606: Revenue from Contracts with Customers. Revenue is recognized when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. A significant portion of the Company's performance obligations are recognized at a point-in-time when control of the product transfers to the customer, which is generally at the time of shipment. The remaining portion of the Company’s performance obligations are recognized over time as the customer simultaneously obtains control as the Company performs work under a contract, or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment.

~~Sales~~External segment sales disaggregated by product and service are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
Sales Type
Product	$	42,~~504~~319	$	32,~~533~~105	$	~~13,045~~	$	~~10,488~~
Service	~~554~~253		~~475~~255		~~1,524~~		~~1,358~~
HVAC sales	5,058		4,008		14,569		11,846
Climate Solutions Americas sales	2,572		2,360
Product	~~811~~1,071		~~808~~1,238		~~2,434~~		~~2,453~~
Service	~~127~~98		~~116~~54		~~361~~		~~341~~
Refrigeration sales	938		924		2,795		2,794
Climate Solutions Europe sales	1,169		1,292
Total segment sales	5,996		4,932		17,364		14,640
Product	660		728
Eliminations and other (1)	(12)		3		(26)		(5)
Service	166		156
Net sales	$	5,984	$	4,935	$	17,338	$	14,635
Climate Solutions Asia Pacific, Middle East & Africa sales	826		884
Product	602		772
Service	49		112
Climate Solutions Transportation sales	651		884
Net sales	$	5,218	$	5,420

~~(1) Includes certain business activities previously reported in the Fire & Security segment.~~16

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Contract Balances

Total contract assets and contract liabilities consisted of the following:

(In millions)

~~September~~March 3031,~~2024~~2025

December 31,~~2023~~2024

Contract assets (included within Other current assets)

~~367~~452

~~306~~366

Contract assets, non-current (included within Other assets)

5535

2665

Total contract assets

~~422~~487

~~332~~431

Contract liabilities (included within Accrued liabilities)

(~~563~~542)

(~~419~~553)

Contract liabilities, non-current (included within Other long-term liabilities)

(~~162~~168)

(~~160~~164)

Total contract liabilities

(~~725~~710)

(~~579~~717)

Net contract assets (liabilities)

(~~303~~223)

(~~247~~286)

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The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities. Contract assets relate to the conditional right to consideration for any completed performance under a contract when costs are incurred in excess of billings under the percentage-of-completion methodology. Contract liabilities relate to payments received in advance of performance under a contract or when the Company has a right to consideration that is conditioned upon transfer of a good or service to a customer. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract.

The Company recognized revenue of $~~401~~180 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, that related to contract liabilities as of January 1, ~~2024~~2025. The Company expects a majority of its current contract liabilities at the end of the period to be recognized as revenue in the next 12 months.

NOTE 12: RESTRUCTURING COSTS

The Company incurs costs associated with restructuring initiatives intended to improve operating performance, profitability and working capital levels. Actions associated with these initiatives may include improving productivity, workforce reductions and the consolidation of facilities. Due to the size, nature and frequency of these discrete plans, they are fundamentally different from the Company's ongoing productivity actions.

The Company recorded net pre-tax restructuring costs for new and ongoing restructuring initiatives as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
HVAC	$	54	$	25	$	86	$	27
Climate Solutions Americas	$	3	$	(1)
Refrigeration	4		4		5		14
Climate Solutions Europe	—		10
Total Segment	58		29		91		41
Climate Solutions Asia Pacific, Middle East & Africa	1		(2)
General corporate expenses	2		—		6		2
Climate Solutions Transportation	1		—
Total restructuring costs (1)	$	60	$	29	$	97	$	43
Total Segment	5		7
Cost of sales	$	15	$	4	$	36	$	10
Corporate and other	3		1
Selling, general and administrative	45		25		61		33
Total restructuring costs (1)	$	8	$	8
Total restructuring costs (1)	$	60	$	29	$	97	$	43
Cost of sales	$	2	$	8
Selling, general and administrative	6		—
Total restructuring costs (1)	$	8	$	8

(1) ~~2024~~Restructuring ~~restructuring~~ costs include period-related charges.

~~The following table summarizes changes in the restructuring reserve, included in Accrued liabilities on the accompanying Unaudited Condensed Consolidated Balance Sheet:~~17

	Nine Months Ended September 30,
(In millions)	2024		2023
Balance as of January 1,	$	41	$	21
Net pre-tax restructuring costs	90		43
Acquisitions (1)	8		—
Utilization, foreign exchange and other	(55)		(24)
Balance as of September 30,	$	84	$	40

(1) See Note 15 - Acquisitions for additional information.

As of September 30, 2024, the Company had $84 million accrued for costs associated with its announced restructuring initiatives. The balance relates to cost reduction efforts, primarily severance related across each of the Company's segments, along with reserves associated with the Company's planned portfolio transformation. The Company expects a majority of the balance to be utilized within one year.

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The following table summarizes changes in the restructuring reserve, included in Accrued liabilities on the accompanying Unaudited Condensed Consolidated Balance Sheet:


	Three Months Ended March 31,
(In millions)	2025		2024
Balance as of January 1,	$	69	$	41
Net pre-tax restructuring costs	4		8
Acquisitions	—		8

Utilization, foreign exchange and other	(17)		(19)
Balance as of March 31,	$	56	$	38

As of March 31, 2025, the Company had $56 million accrued for costs associated with its announced restructuring initiatives. The balance relates to cost reduction efforts, primarily severance related across each of the Company's segments. The Company expects a majority of the balance to be utilized within one year.

NOTE 13: INCOME TAXES

The Company accounts for income tax expense in accordance with ASC 740, Income Taxes ("ASC 740"), which requires an estimate of the annual effective income tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. The effective tax rate was 2220.3% for the three months ended ~~September~~March 3031, ~~2024~~2025 compared with 3719.63% for the three months ended ~~September~~March 3031, ~~2023~~2024. The year-over-year ~~decrease~~increase was primarily driven by the absence of ~~the~~a ~~non-deductible~~$21 ~~loss~~million oftax ~~$257 million~~benefit onassociated with the ~~mark-to-market~~TMA ~~valuation~~and UTC's conclusion of ~~the~~certain ~~Company's~~income ~~window~~tax ~~forward~~matters ~~contracts~~from ~~associated~~their 2017 and 2018 tax audit with the ~~expected~~U.S. ~~cash~~Internal ~~outflows~~Revenue ofService ("IRS") recognized during the ~~Euro-denominated~~three ~~purchase~~months ~~price~~ended ofMarch 31, 2024. In addition, the ~~VCS~~three ~~Business~~months ~~and~~ended aMarch ~~tax~~31, 2025 ~~charge~~included ofan $198 million ~~related~~tax tobenefit ~~the~~generated ~~Company's~~by ~~intention~~the topurchase noof ~~longer~~investment ~~permanently~~tax ~~reinvest~~credits ~~historical earnings~~ from ~~certain~~a ~~jurisdictions~~third-party.

The effective tax rate was 21.4% for the nine months ended September 30, 2024, compared with 30.3% for the nine months ended September 30, 2023. The year-over-year decrease was primarily driven by the $368 million loss on the mark-to-market valuation of the Company's window forward contracts associated with the expected cash outflows of the Euro-denominated purchase price of the VCS Business during the nine months ended September 30, 2023. In addition, the Company recognized a tax benefit of $21 million associated with the TMA and UTC's conclusion of certain income tax matters from their 2017 and 2018 tax audit with the U.S. Internal Revenue Service ("IRS") during the nine months ended September 30, 2024.

The Company assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income that may be available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine whether valuation allowances against deferred tax assets are required. The Company maintains valuation allowances against certain deferred tax assets.

The Company conducts business globally and files income tax returns in U.S. federal, state and foreign jurisdictions. In certain jurisdictions, the Company's operations were included in UTC's combined tax returns for the periods through the Distribution. The IRS ~~has~~finalized ~~completed~~the ~~its~~examination ~~audit~~ of UTC's tax years 2017 and 2018 resulting in the recognition of a tax ~~years~~benefit of $21 million in the first quarter of 2024. The IRS examination of UTC's tax year 2020, which Carrier was included in through the date of Distribution, is expected to conclude in 2025. Carrier's tax year 2022 is under examination by the IRS, but is in an early stage. In the three months ended March 31, 2025, the Australia tax office began an audit of the Company's 2021 tax return, including the review of the disentanglement of the Chubb Australia business. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including Australia, ~~Belgium,~~ Canada, China, ~~Czech Republic,~~ France, Germany, Hong Kong, India, Italy, Mexico, the Netherlands, Poland, Singapore, the United Kingdom and the United States. The Company is no longer subject to U.S. federal income tax examination for years prior to 2020 and, with few exceptions, is no longer subject to state, local and foreign income tax examinations for tax years prior to 2013.

In the ordinary course of business, there is inherent uncertainty in quantifying the Company's income tax positions. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. The Company believes that it is reasonably possible that a net decrease in unrecognized tax benefits of $15 million to $3530 million may occur within 12 months as a result of additional uncertain tax positions, the ~~Separation, the~~ revaluation of uncertain tax positions arising from examinations, appeals, court decisions and/or the expiration of tax statutes.

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NOTE 14: EARNINGS PER SHARE

Earnings per share is computed by dividing Net earnings (loss) attributable to common shareowners by the weighted-average number of shares of common stock outstanding during the period (excluding treasury stock). Diluted earnings per share is computed by giving effect to all potentially dilutive stock awards that are outstanding. The computation of diluted earnings per share excludes the effect of the potential exercise of stock-based awards, including stock appreciation rights and stock options, when the effect of the potential exercise would be anti-dilutive.

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The following table summarizes the weighted-average number of shares of common stock outstanding for basic and diluted earnings per share calculations:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions, except per share amounts)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Net earnings (loss) attributable to common shareowners

~~447~~412

~~357~~269

~~3,053~~

~~929~~

Basic weighted-average number of shares outstanding

~~901~~866.29

~~838~~899.72

~~900.9~~

~~836.6~~

Stock awards and equity units (share equivalent)

1311.84

1613.08

~~13.5~~

~~16.1~~

Diluted weighted-average number of shares outstanding

~~915~~878.03

~~854~~913.70

~~914.4~~

~~852.7~~

Antidilutive shares excluded from computation of diluted earnings per share

23.07

24.02

~~2.0~~

~~1.9~~

NOTE 15: ACQUISITIONS

Acquisitions are recorded using the acquisition method of accounting in accordance with ASC 805, Business Combinations. As a result, the aggregate purchase price has been allocated to assets acquired and liabilities assumed based on the estimate of fair market value of such assets and liabilities at the date of acquisition.

Viessmann Climate Solutions

On January 2, 2024, the Company completed the acquisition of the VCS Business from Viessmann for total consideration of $14.2 billion. The purchase price consisted of (i) $11.2 billion in cash and (ii) 58,608,959 shares of the Company's common stock, subject to certain lock-up provisions and anti-dilution protection. The Company funded the cash portion of the purchase price with a combination of cash on hand, ~~net~~long ~~proceeds~~term ~~from~~debt ~~the~~issuances ~~USD Notes~~ and ~~Euro Notes and~~ borrowings under ~~the~~various ~~Delayed~~term ~~Draw Facility and the 60-day Loan~~facilities.

The VCS Business develops intelligent, integrated and sustainable technologies, including heat pumps, boilers, photovoltaic systems, home battery storage and digital solutions, primarily for residential customers in Europe. The Company believes that secular trends in these areas will drive significant, sustained future growth. In addition, the Company anticipates realizing significant operational synergies including savings through supplier rationalization and leverage, reduced manufacturing costs and lower general and administrative costs. Longer term, the Company expects to benefit from synergies related to service revenue expansion, leverage of distribution channels and cross-selling opportunities.

The components of the purchase price are as follows:


(In millions)	January 2, 2024
Cash	$	11,156
Common shares (58,608,959 shares at $51.20 per share)	3,001
Total consideration	$	14,157

2319

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The ~~preliminary~~ allocation of the purchase price is as follows:

(In millions)

~~Preliminary January 2, 2024~~

~~Measurement Period Adjustments~~

~~As Adjusted~~ January 2, 2024

Cash and cash equivalents

~~394~~

~~(1)~~

393

Accounts receivable

~~408~~

413

Inventories

~~948~~

~~(28)~~

920

Other current assets

—

Fixed assets

~~913~~

919

Intangible assets

~~6,640~~

6,645

Other assets

~~284~~

299

Accounts payable

~~(288)~~

~~(2)~~

(290)

Other liabilities, current

~~(626)~~

~~(8)~~

(~~634~~663)

Future income tax obligations

~~(1,825)~~

(1,~~819~~810)

Other liabilities

~~(284)~~

~~(15)~~

(~~299~~301)

Total identifiable net assets

~~6,581~~

~~(17)~~

6,~~564~~542

Goodwill

~~7,576~~

7,~~593~~607

Total consideration

~~14,157~~

—

14,~~157~~149

The excess purchase price over the estimated fair value of the net identifiable assets acquired was recognized as goodwill and totaled $7.6 billion, which is not deductible for tax purposes. Accounts receivable and current liabilities were stated at their historical carrying value, which approximates fair value given the short-term nature of these assets and liabilities. The estimate of fair value for inventory and fixed assets was based on an assessment of the acquired assets' condition as well as an evaluation of the current market value of such assets.

The Company recorded intangible assets based on its estimate of fair value which consisted of the following:


(In millions)	Estimated Useful Life (in years)	Intangible Assets Acquired
Customer relationships	17	$	4,787
Technology	10 - 20	1,051
Trademark	40	679
Backlog	1	123
Other	50	5
Total intangible assets acquired		$	6,645

The valuation of intangible assets was determined using an income approach methodology including the multi-period excess earnings method and the relief from royalty method. Key assumptions used in estimating future cash flows included projected short-term revenue growth rates, research and development expenses, EBITDA margins, income tax rates, discount rates, customer attrition rates, royalty rates, contributory asset charge and ~~royalty~~obsolescence rates among others. The projected future cash flows are discounted to present value using an appropriate discount rate. AsThe ~~of September 30, 2024, the~~ Company isfinalized ~~substantially complete with~~ the process of allocating the purchase price and valuing the acquired assets and liabilities ~~assumed~~during ~~except for certain amounts associated with tax-related assets~~2024.

During ~~the three and nine months ended September 30,~~ 2024, ~~the Company incurred~~ $~~3 million and $~~40 million of acquisition-related costs, ~~respectively. During 2023, $80 million of acquisition-related costs~~ were incurred, of which $19 30 million ~~and~~was ~~$39 million were~~ recognized during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023, respectively~~2024. These acquisition costs are reflected within Selling, general and administrative in the ~~Unaudited~~ Condensed Consolidated Statement of Operations.

24The assets, liabilities and results of operations of the VCS Business were consolidated in the accompanying Condensed Consolidated Financial Statements as of the date of acquisition and reported primarily within the Company's Climate Solutions Europe segment.

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The assets, liabilities and results of operations of the VCS Business are consolidated in the accompanying Unaudited Condensed Consolidated Financial Statements as of the date of acquisition and reported within the Company's HVAC segment.

The following table summarizes the results of the VCS Business since the date of acquisition:

(In millions)	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Net sales	$	806	$	2,425
Net earnings (loss)	(72)		(305)

The financial results of the VCS Business includes amortization of the step-up to fair value of inventory and backlog as well as intangible amortization totaling $170 million and $667 million for the three and nine months ended September 30, 2024, respectively.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of the VCS Business as if the business combination had occurred on January 1, 2023:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Net sales	$	5,984	$	5,898	$	17,338	$	17,838
Net earnings (loss)	578		(44)		1,382		207

The pro forma amounts include the historical operating results of the Company and the VCS Business prior to the acquisition, with adjustments directly attributable to the acquisition including amortization of the step-up to fair value of inventory and amortization expense of acquired intangible assets. The unaudited pro forma financial information is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition of the VCS Business been consummated as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the acquisition.

NOTE 16: DIVESTITURES

Discontinued Operations

InDuring ~~2023~~2024, the Company ~~announced~~exited ~~plans to exit~~ its Fire & Security ~~and~~segment ~~Commercial~~in ~~Refrigeration~~multiple ~~businesses~~transactions ~~over~~that ~~the~~represented ~~course of 2024. The announced plan to exit the Fire & Security segment represents~~ a single disposal plan to separately divest multiple businesses over different reporting periods. ~~Upon~~As ~~the~~a ~~CRF Business qualifying as held for sale during the three months ended September 30~~result, ~~2024,~~ the components of the Fire & Security segment in aggregate met the criteria to be presented as discontinued operations in the accompanying Unaudited Condensed Consolidated Statement of Operations and Unaudited Condensed Consolidated Statement of Cash Flows. InAmounts ~~addition,~~reported ~~the~~during ~~assets~~2024 ~~and~~include ~~liabilities~~the ofoperating ~~the~~results ~~CRF~~of ~~Business~~each ~~have~~component ~~been~~through ~~reclassified~~their torespective ~~held~~date ~~for~~of sale atand ~~December 31,~~related ~~2023.~~gain ~~The~~on ~~results~~sale. ofAmounts ~~the~~reported ~~CCR~~during ~~business~~2025 ~~did~~relate ~~not meet the criteria~~ to beretained ~~presented~~obligations infrom ~~discontinued~~these ~~operations~~business divestitures.

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The components of Discontinued operations, net of tax are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
Net sales	$	~~475~~—	$	~~796~~762	$	~~1,992~~	$	~~2,361~~
Costs of sales	~~(285)~~—		(~~466~~442)		~~(1,179)~~		~~(1,457)~~
Research and development	~~(16)~~—		(3132)		~~(75)~~		~~(92)~~
Selling, general and administrative	~~(115)~~—		(~~167~~178)		~~(479)~~		~~(466)~~
Other income (expense), net	~~(593)~~—		75		~~(592)~~		19
Gain (loss) on divestitures and deconsolidation	509		(4)		3,390		(297)
Interest (expense) income, net	—		(24)
Interest (expense) income, net	(5)		(12)		(39)		(38)
Earnings before income taxes	—		91
Earnings before income taxes	(30)		123		3,018		30
Income tax (expense) benefit	—		1
Income tax (expense) benefit	112		(37)		154		(76)
Discontinued operations, net of tax	$	—	$	92
Tax on divestitures and deconsolidation	(199)		1		(1,275)		5
Discontinued operations, net of tax	$	(117)	$	87	$	1,897	$	(41)

~~Portfolio~~On ~~transformation~~December 2, 2024, the Company completed the sale of the Commercial and Residential Fire business ("CRF Business") for cash proceeds of $2.9 billion. The CRF Business, historically reported in the Company's Fire & Security segment, is a leading manufacturer of fire detection and alarm solutions for both commercial and residential applications. Upon sale, the Company recognized a net gain on the sale of $1.4 billion, which is included in Discontinued operations, net of tax. The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement governing the sale of the CRF Business.

On ~~December~~July 121, ~~2023~~2024, the Company ~~entered~~completed ~~into~~the asale ~~stock~~of ~~purchase~~its ~~agreement~~Industrial toFire ~~sell the CCR~~ business to("Industrial ~~Haier~~Fire") ~~Group Corporation~~ for ancash ~~enterprise~~proceeds ~~value~~ of ~~approximately~~ $~~775~~1.4 ~~million~~billion. ~~CCR~~Industrial Fire, historically reported in the Company's ~~Refrigeration~~Fire & Security segment, is a ~~global~~leading ~~supplier~~manufacturer of ~~turnkey~~a ~~solutions~~full ~~for~~spectrum ~~commercial~~of ~~refrigeration~~fire ~~systems~~detection and ~~services,~~suppression ~~with~~solutions aand ~~primary~~services ~~focus~~in oncritical ~~serving~~high-hazard ~~food retail customers~~environments, ~~cold~~including ~~storage~~oil ~~facilities~~ and ~~warehouses.~~gas, Aspower ~~a result~~generation, ~~the~~marine ~~assets~~ and ~~liabilities~~offshore offacilities, ~~CCR~~automotive, ~~are~~data ~~presented~~centers asand ~~held~~aircraft ~~for~~hangars. Upon sale, in the ~~accompanying~~Company ~~Unaudited~~recognized ~~Condensed~~a ~~Consolidated~~net ~~Balance~~gain ~~Sheet~~on ~~as of September 30, 2024 and December 31, 2023, and recorded at~~ the ~~lower~~sale of ~~their~~$319 ~~carrying~~million, ~~value~~which oris ~~fair~~included ~~value~~in ~~less~~Discontinued ~~estimated~~operations, ~~cost~~net ~~to sell. The sale~~ of ~~CCR was completed on October 1, 2024~~tax.

On ~~August~~June 152, 2024, the Company ~~entered~~completed ~~into a stock purchase agreement to sell~~ the ~~CRF~~sale ~~Business~~of toits anAccess ~~affiliate~~Solutions ofbusiness ~~Lone~~("Access ~~Star~~Solutions") ~~Funds~~ for ancash ~~enterprise~~proceeds ~~value~~ of ~~approximately~~ $35.0 billion. ~~The~~Access ~~CRF Business~~Solutions, historically reported in the Company's Fire & Security segment, is a ~~leading~~global ~~manufacturer~~supplier of ~~fire~~physical ~~detection~~security and ~~alarm~~digital access solutions ~~for~~supporting ~~both~~the ~~commercial~~hospitality, ~~and residential applications. As a result~~commercial, ~~the~~education ~~assets~~ and ~~liabilities~~military ofmarkets. ~~the~~Upon ~~CRF Business are presented as held for~~ sale, in the ~~accompanying~~Company ~~Unaudited~~recognized ~~Condensed~~a ~~Consolidated~~net ~~Balance~~gain ~~Sheet~~on ~~as of September 30, 2024 and December 31, 2023, and recorded at~~ the ~~lower~~sale of ~~their carrying value or fair value less estimated cost to sell~~$1.8 ~~The~~billion, ~~transaction~~which is ~~expected~~included toin ~~close~~Discontinued byoperations, ~~the~~net ~~end~~ of ~~2024 and is subject to regulatory approvals and customary closing conditions~~tax.

26Continuing Operations

On October 1, 2024, the Company completed the sale of CCR for cash proceeds of $679 million. CCR, historically reported in the Company's Climate Solutions Transportation segment, is a global supplier of turnkey solutions for commercial refrigeration systems and services, with a primary focus on serving food retail customers, cold storage facilities and warehouses. Upon sale, the Company recognized a gross gain on the sale of $318 million, which is included in Other income (expense), net. The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement governing the sale of CCR.

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The following tables summarize assets and liabilities classified as held for sale:

	September 30, 2024
(In millions)	Commercial Refrigeration		Commercial & Residential Fire		Total
Cash and cash equivalents	$	141	$	143	$	284
Accounts receivable, net	222		414		636
Inventories, net	96		426		522
Other current assets	157		27		184
Fixed assets, net	100		127		227
Intangible assets, net	—		80		80
Goodwill	72		472		544
Operating lease right-of-use assets	58		76		134
Other assets	46		23		69
Total assets held for sale	$	892	$	1,788	$	2,680
Accounts payable	$	133	$	279	$	412
Accrued liabilities	181		280		461
Long-term debt, including current portion	7		—		7
Future pension and post-retirement obligations	204		5		209
Future income tax obligations	6		15		21
Operating lease liabilities	40		55		95
Other long-term liabilities	2		14		16
Total liabilities held for sale	$	573	$	648	$	1,221

	December 31, 2023
(In millions)	Commercial Refrigeration		AccessSolutions		IndustrialFire		Commercial & Residential Fire		Total
Cash and cash equivalents	$	131	$	6	$	20	$	163	$	320
Accounts receivable, net	274		104		101		401		880
Inventories, net	84		31		65		394		574
Other current assets	113		5		46		25		189
Fixed assets, net	78		13		22		133		246
Intangible assets, net	—		53		2		83		138
Goodwill	72		1,498		439		469		2,478
Operating lease right-of-use assets	49		13		28		70		160
Other assets	44		10		13		41		108
Total assets held for sale	$	845	$	1,733	$	736	$	1,779	$	5,093
Accounts payable	$	129	$	20	$	39	$	259	$	447
Accrued liabilities	204		74		77		239		594
Long-term debt, including current portion	8		—		—		—		8
Future pension and post-retirement obligations	203		—		1		6		210
Future income tax obligations	4		2		3		12		21
Operating lease liabilities	40		11		23		58		132
Other long-term liabilities	3		12		9		14		38
Total liabilities held for sale	$	591	$	119	$	152	$	588	$	1,450

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On June 2, 2024, the Company completed the sale of Access Solutions for cash proceeds of $5.0 billion. Access Solutions, historically reported in the Company's Fire & Security segment, is a global supplier of physical security and digital access solutions supporting the hospitality, commercial, education and military markets. The Company recognized a net gain on the sale of $1.8 billion, which is included in Discontinued operations, net of tax on the accompanying Unaudited Condensed Consolidated Statement of Operations. The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement governing the sale of Access Solutions.

On July 1, 2024, the Company completed the sale of Industrial Fire for cash proceeds of $1.4 billion. Industrial Fire, historically reported in the Company's Fire & Security segment, is a leading manufacturer of a full spectrum of fire detection and suppression solutions and services in critical high-hazard environments, including oil and gas, power generation, marine and offshore facilities, automotive, data centers and aircraft hangars. The Company recognized a net gain on the sale of $310 million, which is included in Discontinued operations, net of tax on the accompanying Unaudited Condensed Consolidated Statement of Operations. The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement governing the sale of Industrial Fire.

The following table summarizes the assets and liabilities divested as of their respective dates of sale:

(In millions)	AccessSolutions		IndustrialFire
Cash and cash equivalents	$	82	$	40
Accounts receivable, net	90		93
Inventories, net	43		73
Other current assets	6		55
Fixed assets, net	18		24
Intangible assets, net	53		2
Goodwill	1,467		452
Operating lease right-of-use assets	16		24
Other assets	8		2
Total assets held for sale	$	1,783	$	765
Accounts payable	$	54	$	43
Accrued liabilities	80		65
Operating lease liabilities	17		24
Other long-term liabilities	10		6
Total liabilities held for sale	$	161	$	138

NOTE 17: SEGMENT FINANCIAL DATA

The Company conducts its operations through ~~two~~four reportable operating segments~~: HVAC and Refrigeration~~. In accordance with ASC 280 - Segment Reporting, the Company's segments maintain separate financial information for which results of operations are evaluated on a regular basis by the Company's ~~Chief~~CODM ~~Operating Decision Maker~~ in deciding how to allocate resources and in assessing performance.

•~~The~~Climate ~~HVAC~~Solutions ~~segment~~Americas (CSA) provides products, controls, services and solutions to meet the heating, cooling and ventilation needs of residential and commercial customers in North and South America while enhancing building performance, health, energy efficiency and sustainability.

•~~The~~Climate ~~Refrigeration~~Solutions ~~segment~~Europe ~~includes~~(CSE) ~~transport~~provides ~~refrigeration and monitoring~~ products, controls, services and ~~digital~~ solutions ~~for~~to ~~trucks,~~meet ~~trailers,~~the ~~shipping containers~~heating, ~~intermodal~~cooling and ~~rail,~~ventilation asneeds ~~well~~of asresidential and commercial ~~refrigeration~~customers ~~products~~in Europe while enhancing building performance, health, energy efficiency and sustainability.

~~The~~•Climate ~~Company's~~Solutions ~~customers~~Asia ~~are~~Pacific, inMiddle ~~both~~East & Africa (CSAME) provides products, controls, services and solutions to meet the ~~public~~heating, cooling and ~~private~~ventilation ~~sectors~~needs of residential and ~~its~~commercial ~~businesses~~customers ~~reflect~~in ~~extensive~~Asia ~~geographic~~Pacific, ~~diversification.~~the ~~Inter-company~~Middle ~~sales~~East ~~between~~and ~~segments~~Africa ~~are~~while ~~immaterial~~enhancing building performance, health, energy efficiency and sustainability.

28•Climate Solutions Transportation (CST) includes global transport refrigeration and monitoring products, services and digital solutions for trucks, trailers, shipping containers, intermodal and rail.

The Corporate and Other category primarily includes corporate administrative functions such as tax, treasury, internal audit, legal and human resources. A portion of these costs and costs associated with shared service centers that provide transaction processing, accounting and other business support functions are allocated to the reportable segments.

Segment operating profit is the measure of profit and loss that the Company’s CODM, the Chief Executive Officer (“CEO”), uses to evaluate the financial performance of the business and as the basis for resource allocation, performance reviews and compensation. It represents operating profit (a GAAP measure) adjusted to exclude restructuring costs, amortization of acquired intangible assets and other significant items of a nonoperational nature. Targets are established on an annual basis and used by the CODM throughout the year to compare with actual results. Quarterly forecasts supplement annual targets and provide incremental information utilized to assess the performance of a segment. Variance analysis further provides insight into segment end-markets and operational cost optimization. These results also support the CODM to manage the Company’s business portfolio.

Consistent with the management approach for segment reporting, the tables below present reported external net sales and significant expense categories for each of the Company’s segments that are regularly provided to the CODM and included in its reported measure of segment profit or loss. The Company manages research and development costs on a global basis and allocates these costs to the reportable segments.

A summary of results by reportable segment are as follows:



	Three Months Ended March 31, 2025
(In millions)	CSA		CSE		CSAME		CST		Segment Total
Net sales	$	2,572	$	1,169	$	826	$	651	$	5,218
Cost of goods sold	(1,700)		(788)		(609)		(471)		(3,568)
Research and development	(86)		(18)		(15)		(16)		(135)
Selling, general and administrative	(250)		(257)		(112)		(69)		(688)
Equity method investment net earnings	26		(2)		18		2		44
Other income (expense), net	8		1		13		—		22
Segment operating profit	$	570	$	105	$	121	$	97	$	893

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Due to the Company's ongoing portfolio transformation, certain business activities previously reported within the Fire & Security segment no longer meet the criteria of a reportable segment. As a result, these business activities have been included in Eliminations and other in the following tables.


	Three Months Ended March 31, 2024
(In millions)	CSA		CSE		CSAME		CST		Segment Total
Net sales	$	2,360	$	1,292	$	884	$	884	$	5,420
Cost of goods sold	(1,623)		(826)		(643)		(651)		(3,743)
Research and development	(109)		(23)		(19)		(22)		(173)
Selling, general and administrative	(231)		(275)		(128)		(96)		(730)
Equity method investment net earnings	23		(1)		7		2		31
Other income (expense), net	5		—		7		(4)		8
Segment operating profit	$	425	$	167	$	108	$	113	$	813

Net sales and Operating profit by segment are as follows:


	Three Months Ended March 31,
(In millions)	2025		2024
Reconciliation to Earnings before income taxes
Segment operating profit	$	893	$	813

Corporate and other	(50)		(49)
Restructuring costs	(8)		(8)
Amortization of acquired intangibles	(201)		(172)
Acquisition on step-up amortization	—		(111)
Acquisition/divestiture-related costs	(5)		(48)

Viessmann-related hedges	—		(86)
Gain on liability adjustment	—		46
Non-service pension (expense) benefit	1		—
Interest (expense) income, net	(82)		(141)
Earnings before income taxes	$	548	$	244

	Net Sales				Operating Profit
	Three Months Ended September 30,				Three Months Ended September 30,
(In millions)	2024		2023		2024		2023
HVAC	$	5,058	$	4,008	$	741	$	763
Refrigeration	938		924		109		107
Total segment	5,996		4,932		850		870
Eliminations and other	(12)		3		(25)		(252)
General corporate expenses	—		—		(62)		(108)
Total Consolidated	$	5,984	$	4,935	$	763	$	510

Segment operating profit is not defined under GAAP and may not be comparable to similarly titled measures used by other companies. Measures of capital expenditures, depreciation expense, amortization expense and total assets by reportable segment are not provided to the CODM and therefore not disclosed.

	Net Sales				Operating Profit
	Nine Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
HVAC	$	14,569	$	11,846	$	1,857	$	1,940
Refrigeration	2,795		2,794		319		327
Total segment	17,364		14,640		2,176		2,267
Eliminations and other	(26)		(5)		(84)		(399)
General corporate expenses	—		—		(220)		(247)
Total Consolidated	$	17,338	$	14,635	$	1,872	$	1,621

Geographic external sales are attributed to the geographic regions based on their location of origin. With the exception of the U.S. presented in the table below, there were no individually significant countries with sales exceeding 10% of total sales during the three months ended March 31, 2025 and 2024.



	Three Months Ended March 31,
(In millions)	2025		2024
United States	$	2,738	$	2,547
International:
Europe	1,401		1,751
Asia Pacific	941		960
Other	138		162
Net sales	$	5,218	$	5,420

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
United States	$	3,154	$	2,882	$	8,778	$	8,256
International:
Europe	1,723		934		5,152		2,923
Asia Pacific	923		954		2,886		2,986
Other	184		165		522		470
Net sales	$	5,984	$	4,935	$	17,338	$	14,635

Table of Contents

NOTE 18: RELATED PARTIES

Equity Method Investments

The Company sells products to and purchases products from unconsolidated entities accounted for under the equity method and, therefore, these entities are considered to be related parties. Amounts attributable to equity method investees are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Sales to equity method investees included in Product sales

~~774~~780

~~730~~723

~~2,329~~

~~2,371~~

Purchases from equity method investees included in Cost of products sold

6447

5755

~~178~~

~~159~~

The Company had receivables from and payables to equity method investees as follows:

(In millions)	~~September~~March 3031,~~2024~~2025		December 31,~~2023~~2024
Receivables from equity method investees included in Accounts receivable, net	$	~~287~~311	$	~~231~~363
Payables to equity method investees included in Accounts payable	$	4732	$	4432

NOTE 19: COMMITMENTS AND CONTINGENT LIABILITIES

The Company is involved in various litigation, claims and administrative proceedings, including those related to environmental (including asbestos) and legal matters. In accordance with ASC 450, Contingencies, the Company records accruals for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These accruals are generally based upon a range of possible outcomes. If no amount within the range is a better estimate than any other, the Company accrues the minimum amount. In addition, these estimates are reviewed periodically and adjusted to reflect additional information when it becomes available. The Company is unable to predict the final outcome of the following matters based on the information currently available, except as otherwise noted. However, the Company does not believe that the resolution of any of these matters will have a material adverse effect upon its results of operations or financial condition.

Environmental Matters

The Company’s operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to investigatory, remediation, operating and maintenance costs and performance guarantees. The most likely cost to be incurred is accrued based on an evaluation of currently available facts with respect to individual sites, including the technology required to remediate, current laws and regulations and prior remediation experience.

The outstanding liabilities for environmental obligations are as follows:

(In millions)

~~September~~March 3031,~~2024~~2025

December 31,~~2023~~2024

Environmental reserves included in Accrued liabilities

1118

1925

Environmental reserves included in Other long-term liabilities

~~202~~188

~~199~~185

Total Environmental reserves

~~213~~206

~~218~~210

For sites with multiple responsible parties, the Company considers its likely proportionate share of the anticipated remediation costs and the ability of other parties to fulfill their obligations in establishing a provision for these costs. Accrued environmental liabilities are not reduced by potential insurance reimbursements and are undiscounted.

3024

Asbestos Matters

The Company has been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos allegedly integrated into certain Carrier products or business premises. While the Company has never manufactured asbestos and no longer incorporates it into any currently-manufactured products, certain products that the Company no longer manufactures contained components incorporating asbestos. A substantial majority of these asbestos-related claims have been dismissed without payment or have been covered in full or in part by insurance or other forms of indemnity. Additional cases were litigated and settled without any insurance reimbursement. The amounts involved in asbestos-related claims were not material individually or in the aggregate in any period.

The Company's asbestos liabilities and related insurance recoveries are as follows:

(In millions)	~~September~~March 3031,~~2024~~2025		December 31,~~2023~~2024
Asbestos liabilities included in Accrued liabilities	$	17	$	1517
Asbestos liabilities included in Other long-term liabilities	~~208~~203		~~206~~208
Total Asbestos liabilities	$	~~225~~220	$	~~221~~225
Asbestos-related recoveries included in Other current assets	$	7	$	57
Asbestos-related recoveries included in Other assets	8886		88
Total Asbestos-related recoveries	$	9593	$	9395

The amounts recorded for asbestos-related liabilities are based on currently available information and assumptions that the Company believes are reasonable and are made with input from outside actuarial experts. These amounts are undiscounted and exclude the Company’s legal fees to defend the asbestos claims, which are expensed as incurred. In addition, the Company has recorded insurance recovery receivables for probable asbestos-related recoveries.

Aqueous Film Forming Foam Litigation

As of ~~September~~March 3031, ~~2024~~2025, the Company, Kidde-Fenwal, Inc. ("KFI") and others have been named as defendants in more than 810,000 lawsuits filed in United States state or federal courts and a single case in Canada alleging that the historic use of Aqueous Film Forming Foam ("AFFF") caused personal injuries and damage to property and water supplies. In December 2018, the U.S. Judicial Panel on Multidistrict Litigation transferred and consolidated all AFFF cases pending in the U.S. federal courts against the Company, KFI and others to the U.S. District Court for the District of South Carolina (the "MDL Proceedings"). Individual plaintiffs in the MDL Proceedings generally seek damages for alleged personal injuries, medical monitoring, diminution in property value and injunctive relief to remediate alleged contamination of water supplies. U.S. state, municipal and water utility plaintiffs in the MDL Proceedings generally seek damages and costs related to the remediation of public property and water supplies.

AFFF is a firefighting foam, developed beginning in the late 1960s pursuant to U.S. military specification, used to extinguish certain types of hydrocarbon-fueled fires. The lawsuits identified above relate to Kidde Fire Fighting, Inc., which owned the “National Foam” business that manufactured AFFF for sale to government (including the U.S. federal government) and non-government customers in the U.S. at a single facility located in West Chester, Pennsylvania (the "Pennsylvania Site"). Kidde Fire Fighting, Inc. was acquired by a UTC subsidiary in 2005 and merged into KFI in 2007. In 2013, KFI divested the AFFF businesses to an unrelated third party. The Company acquired KFI as part of the Separation in April 2020.

The key components that contribute to AFFF's fire-extinguishing capabilities are known as fluorosurfactants. Neither the Company, nor KFI, nor any of the Company's subsidiaries involved in the AFFF litigation manufactured fluorosurfactants. Instead, the National Foam business purchased these substances from unrelated third parties for use in manufacturing AFFF. Plaintiffs in the MDL Proceedings allege that the fluorosurfactants used by various manufacturers in producing AFFF contained, or over time degraded into, compounds known as per- and polyfluoroalkyl substances (referred to collectively as "PFAS"), including perflourooctanesulfonic acid ("PFOS") and perflourooctanoic acid ("PFOA"). Plaintiffs further allege that, as a result of the use of AFFF, PFOS and PFOA were released into the environment and, in some instances, ultimately reached drinking water supplies.

3125

Plaintiffs in the MDL Proceedings have named multiple defendants, including suppliers of chemicals and raw materials used to manufacture fluorosurfactants, fluorosurfactant manufacturers and AFFF manufacturers. The defendants in the MDL Proceedings moved for summary judgment on the government contractor defense, which potentially applies to AFFF sold to or used by the U.S. government. After full briefing and oral argument, on September 16, 2022, the MDL court declined to enter summary judgment for the defendants. The defense, however, remains available at any trial in which it would apply.

On May 14, 2023, KFI filed a voluntary petition with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under chapter 11 of the Bankruptcy Code, after the Company determined that it would not provide financial support to KFI going forward other than ensuring KFI has access to services necessary for the effective operation of its business. As a result, all litigation against KFI was automatically stayed. By agreement, all AFFF-related litigation against the Company, its other subsidiaries and RTX also was stayed. On November 21, 2023, the Bankruptcy Court ordered certain parties, including the Company, to participate in mediation sessions with respect to claims that might be asserted by and against it in the bankruptcy proceedings.

Following the conclusion of these mediation sessions in October 2024, the Company entered into a Settlement and Plan Support Agreement which contemplates that the Company will subsequently enter into three distinct settlement agreements (collectively, the “Proposed Settlement Agreements”) with KFI, the Official Committee of Unsecured Creditors appointed in KFI’s bankruptcy case (the “Committee”) and the Plaintiffs’ Executive Committee (the “MDL PEC”) appointed in the MDL Proceedings.

The first of the Proposed Settlement Agreements relates to claims that the Company is responsible for liabilities arising from KFI’s manufacture or sale of AFFF (“Estate Claims Settlement”). Upon Bankruptcy Court approval, the Estate Claims Settlement will permanently resolve all present and future claims that the Company is responsible for any liabilities of KFI, including all liabilities arising from KFI’s manufacture and sale of AFFF. The second and third of the Proposed Settlement Agreements release a very substantial amount of current and future direct claims against the Company (the “Direct Claims Settlements”). Direct claims allege that UTC, which indirectly owned KFI’s AFFF business for eight years, engaged in conduct independent of KFI that caused harm to AFFF claimants. The Company agreed to indemnify UTC for these direct claims when it was spun-off from UTC. Upon approval by the MDL Court, the Direct Claims Settlements resolve and enjoin all current and future AFFF-related direct claims against the Company by participating public water providers and airports. Non-settling parties may still assert direct AFFF-related claims, although we expect a vast majority of public water providers and airports will participate in the Direct Claims Settlements.

As part of the Proposed Settlement Agreements, the Company will pay $615 million in cash over five years, 100% of the net sale proceeds from ~~the~~its sale of KFI’s assets ~~from its sale~~ to Pacific Avenue Capital Partners, which are estimated to be $115 million, and contribute the right to recover proceeds under certain of its insurance policies. The Company will be entitled to receive up to $2.4 billion of proceeds from those insurance policies and will contribute the first $125 million of such proceeds as additional consideration in the Direct Claims Settlements. The Company also will be entitled to any earnouts payable to KFI under the KFI sale agreement. The Company expects insurance payments it receives in the future, in the aggregate, to cover the amount paid under the Proposed Settlement Agreements. As a result of the Proposed Settlement Agreements, the Company recorded a liability in the amount of $565 million during the three months ended September 30, 2024. The amount recognized is in addition to liabilities of $50 million that the Company recorded upon the deconsolidation of KFI on May 14, 2023, as further discussed below. As of ~~September 30~~March 31, ~~2024~~2025, the Company has not recorded any amounts associated with expected insurance proceeds.

The Company and KFI believe that they have meritorious defenses to the remaining AFFF claims. Given the numerous factual, scientific and legal issues to be resolved relating to these claims, the Company is unable to assess the probability of liability or to reasonably estimate a range of possible loss at this time. There can be no assurance that any such future exposure will not be material in any period.

On November 14, 2024, KFI filed the chapter 11 plan of liquidation (as may be further amended, restated, supplemented, waived, or otherwise modified from time to time, the "Chapter 11 Plan"), which incorporates the Estate Claims Settlement, provides for the treatment of the various creditor classes, and establishes wind-down provisions, among other things, and the disclosure statement for the Chapter 11 Plan (as may be further amended, restated, supplemented, waived, or otherwise modified from time to time, the "Disclosure Statement"). A hearing to approve the Disclosure Statement, its ancillary documents and establish a Chapter 11 Plan confirmation timeline in the Bankruptcy Court is expected to be held in May 2025.

Deconsolidation Due to Bankruptcy

As of May 14, 2023, the Company no longer controlled KFI as its activities are subject to review and oversight by the Bankruptcy Court. Therefore, KFI was deconsolidated and its respective assets and liabilities were derecognized from the Company’s Unaudited Condensed Consolidated Financial Statements. Upon deconsolidation, the Company determined the fair value of its retained interest in KFI to be zero and we accounted for it prospectively using the cost method. ~~As a result of these actions, the Company recognized a loss of $297 million in its Unaudited Condensed Consolidated Statement of Operations~~

32In connection with the bankruptcy filing, KFI entered into several agreements with subsidiaries of the Company to ensure they have access to services necessary for the effective operation of their business. All post-deconsolidation activity between the Company and KFI are reported as third-party transactions recorded within the Company's Unaudited Condensed Consolidated Statement of Operations. Since the petition date, there were no material transactions between the Company and KFI other than a $15 million payment during 2024 by the Company to KFI under the terms of a tax sharing arrangement.

within within Other income/(expense), net. In addition, the deconsolidation resulted in an investing cash outflow of $134 million in the Company's Unaudited Condensed Consolidated Statement of Cash Flows.

In connection with the bankruptcy filing, KFI entered into several agreements with subsidiaries of the Company to ensure they have access to services necessary for the effective operation of their business. All post-deconsolidation activity between the Company and KFI are reported as third-party transactions recorded within the Company's Unaudited Condensed Consolidated Statement of Operations. Since the petition date, there were no material transactions between the Company and KFI other than a $15 million payment by the Company to KFI under the terms of a tax sharing arrangement.

Income Taxes

Under the TMA relating to the Separation, the Company is responsible to UTC for its share of the Tax Cuts and Jobs Act transition tax associated with foreign undistributed earnings as of December 31, 2017. ~~During~~As ~~the~~a ~~nine months ended September 30~~result, ~~2024, the Company recognized~~ a ~~$46~~liability ~~million gain associated with the TMA and UTC's conclusion~~ of ~~certain income tax matters from their 2017 and 2018 tax audit with the IRS. Liabilities under the TMA of~~ $~~118~~101 million ~~and~~is ~~$108 million are~~ included within the accompanying Unaudited Condensed Consolidated Balance Sheet within ~~Accrued Liabilities and~~ Other Long-Term Liabilities as of ~~September~~March 3031, ~~2024, respectively~~2025. This obligation is expected to be settled in ~~annual installments with the next installment of $118 million due in~~ April ~~2025 and the final installment of $108 million due in April~~ 2026. The Company believes that the likelihood of incurring losses materially in excess of this amount is remote.

Other

The Company has other commitments and contingent liabilities related to legal proceedings, self-insurance programs and matters arising in the ordinary course of business. The Company accrues for contingencies generally based upon a range of possible outcomes. If no amount within the range is a better estimate than any other, the Company accrues the minimum amount.

In the ordinary course of business, the Company is also routinely a defendant in, party to or otherwise subject to many pending and threatened legal actions, claims, disputes and proceedings. These matters are often based on alleged violations of contract, product liability, warranty, regulatory, environmental, health and safety, employment, intellectual property, tax and other laws. In some of these proceedings, claims for substantial monetary damages are asserted against the Company and could result in fines, penalties, compensatory or treble damages or non-monetary relief. The Company does not believe that these matters will have a material adverse effect upon its results of operations, cash flows or financial condition.

3327

With respect to the accompanying Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2024 and 2023, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") reported that it has applied limited procedures in accordance with professional standards for a review of such information. However, its report dated October 25, 2024, appearing below, states that the firm did not audit and does not express an opinion on the accompanying Unaudited Condensed Consolidated Financial Statements. PricewaterhouseCoopers has not carried out any significant or additional audit tests beyond those that would have been necessary if their report had not been included. Accordingly, the degree of reliance on its report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended (the "Securities Act"), for its report on the accompanying Unaudited Condensed Consolidated Financial Statements because that report is not a "report" or a "part" of a registration statement prepared or certified by PricewaterhouseCoopers within the meaning of Sections 7 and 11 of the Securities Act.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareowners of Carrier Global Corporation

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheet of Carrier Global Corporation and its subsidiaries (the “Company”) as of September 30, 2024, and the related condensed consolidated statements of operations, of comprehensive income (loss), and of changes in equity for the three-month and nine-month periods ended September 30, 2024 and 2023 and the condensed consolidated statement of cash flows for the nine-month periods ended September 30, 2024 and 2023, including the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2023, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated February 6, 2024, we expressed an unqualified opinion on those consolidated financial statements. As discussed in Note 16 to the accompanying condensed consolidated interim financial information, the Company has reflected the effects of discontinued operations. The accompanying December 31, 2023 condensed consolidated balance sheet reflects this change.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ PricewaterhouseCoopers LLP

Miami, Florida

October 25, 2024

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS OVERVIEW

Business Summary

Carrier Global Corporation ("we" or "our") is a global leader in intelligent climate and energy solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to our customers. Our portfolio includes industry-leading brands such as Carrier, Viessmann, Toshiba, Automated Logic and Carrier Transicold that offer innovative heating, ventilating, ~~and~~ air conditioning ("HVAC"), ~~refrigeration,~~ and cold chain transportation solutions to ~~help~~enhance ~~make~~ the ~~world~~lives ~~safer~~we live and ~~more~~the ~~comfortable~~world we share. We also provide a broad array of related building services, including audit, design, installation, system integration, repair, maintenance and monitoring. Our operations are classified into ~~two~~four segments: ~~HVAC~~Climate Solutions Americas, Climate Solutions Europe, Climate Solutions Asia Pacific, Middle East & Africa and ~~Refrigeration~~Climate Solutions Transportation.

~~Our~~Through ~~worldwide~~our ~~operations~~performance-driven ~~are~~culture, ~~affected~~we byanticipate ~~global~~creating ~~and~~long-term ~~regional~~shareowner ~~industrial,~~value ~~economic~~by ~~and~~investing ~~political~~strategically ~~factors~~to ~~and~~strengthen ~~trends.~~our ~~These~~product ~~include~~position ~~the~~in ~~mega-trends of urbanization~~homes, ~~climate~~buildings ~~change~~ and ~~increasing~~across ~~requirements for food safety driven by~~ the ~~food~~cold ~~needs~~chain ofin ~~the~~order ~~growing~~to ~~global~~drive ~~population~~profitable ~~and the rising standards of living in emerging markets~~growth. We believe ~~that~~ our business segments are well positioned to benefit from favorable secular trends, including ~~these~~the mega-trends of urbanization, population growth and ~~from~~demographic ~~the~~shifts, ~~strength~~food ofsecurity and safety, digitalization, global connectivity and energy efficiency. Coupled with our industry-leading brands and track record of innovation~~. In addition~~, we ~~regularly~~continue ~~review our end markets~~ to ~~proactively~~provide ~~identify~~market-leading ~~trends~~solutions ~~and~~for ~~adapt~~ our ~~strategies accordingly~~customers.

Our ~~business~~worldwide isoperations are affected by global and regional industrial, economic and political factors, trade policies and trends. They are also affected by changes in the general level of economic activity, such as changes in business and consumer spending, construction and shipping activity as well as short-term economic factors such as currency fluctuations, commodity price volatility and supply disruptions. We continue to invest in our business, take pricing actions to mitigate supply chain and inflationary pressures, develop new products and services in order to remain competitive in our markets and use risk management strategies to mitigate various exposures. We believe that we have industry-leading global brands, which form the foundation of our business strategy. Coupled with our focus on growth, innovation and operational efficiency, we expect to drive long-term future growth and increased value for our shareowners.

We are actively monitoring evolving macroeconomic conditions and recent trade policy announcements. Based on our preliminary analysis, we expect to fully mitigate our expected 2025 impact from tariffs announced to date through supply chain and productivity actions as well as approximately $300 million of incremental product pricing actions. To date, tariffs have not had a material impact on our business and we are deploying additional strategies, including cost containment measures, to limit future exposure in this current market environment.

Recent Developments

Acquisition of Viessmann Climate Solutions

On April 25, 2023, we announced that we entered into a Share Purchase Agreement (the “Agreement”) to acquire the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (“Viessmann”), a privately-held company. The VCS Business develops intelligent, integrated and sustainable technologies, including heat pumps, boilers, photovoltaic systems, home battery storage and digital solutions, primarily for residential customers in Europe. The acquisition was completed on January 2, 2024. As a result, the assets, liabilities and results of operations of the VCS Business are consolidated in the accompanying Unaudited Condensed Consolidated Financial Statements as of the date of acquisition and reported within our HVAC segment.

Portfolio Transformation

OnDuring ~~June 2,~~ 2024, we completed ~~the~~several ~~sale~~activities ofdesigned ~~our~~to ~~Access~~simplify ~~Solutions~~our business ~~("Access~~portfolio, ~~Solutions")~~transforming toit ~~Honeywell~~into ~~International~~a ~~Inc~~pure-play climate and energy solutions provider. On January 2, 2024, we acquired the climate solutions business (the "~~Honeywell~~VCS Business") ~~for~~of ~~cash~~Viessmann ~~proceeds~~Group ofGmbH $5& Co.~~0 billion~~ KG (“Viessmann”). ~~Access~~The ~~Solutions~~VCS Business, ~~historically~~primarily reported in ~~our~~the ~~Fire~~Climate &Solutions ~~Security~~Europe segment, is a premier residential and light commercial HVAC provider in Europe that expanded our portfolio to offer a global, ~~supplier~~comprehensive suite of ~~physical~~sustainable ~~security~~ and ~~digital~~innovative ~~access~~building ~~solutions~~and ~~supporting~~cold-chain ~~the~~solutions. ~~hospitality~~In addition, ~~commercial~~we divested our Commercial and Residential Fire, ~~education~~Access Solutions and ~~military~~Industrial ~~markets.~~Fire Webusinesses ~~recognized~~which awere ~~net~~historically ~~gain~~reported onin ~~the~~our ~~sale~~Fire of& $1Security segment.8 ~~billion,~~The ~~which~~transactions isrepresented ~~included~~a insingle ~~Discontinued~~disposal ~~operations,~~plan ~~net~~to ofseparately ~~tax~~divest onmultiple businesses over different reporting periods and met the ~~accompanying~~criteria ~~Unaudited~~to ~~Condensed~~be ~~Consolidated~~presented ~~Statement~~as ofdiscontinued ~~Operations~~operations. ~~The~~We ~~net~~also ~~proceeds~~divested ~~received~~our ~~are~~Commercial ~~subject~~Refrigeration tobusiness ~~working~~(“CCR”) ~~capital~~during ~~and~~2024. ~~other~~CCR, ~~adjustments~~which ~~provided~~was historically reported in the ~~stock~~Climate ~~purchase~~Solutions ~~agreement~~Transportation segment (previously named Refrigeration), did not meet the criteria to be presented as discontinued operations.

On July 1, 2024, we completed the sale of our Industrial Fire business ("Industrial Fire") for cash proceeds of $1.4 billion. Industrial Fire, historically reported in our Fire & Security segment, is a leading manufacturer of a full spectrum of fire detection and suppression solutions and services in critical high-hazard environments, including oil and gas, power generation, marine and offshore facilities, automotive, data centers and aircraft hangars. We recognized a net gain on the sale of $310 million, which is included in Discontinued operations, net of tax on the accompanying Unaudited Condensed Consolidated 28

35Segment Reorganization

~~Statement~~As a result of ~~Operations~~our portfolio transformation, we revised our reportable segments during the first quarter to better reflect our business strategy, align our management reporting and increase transparency for investors. ~~The~~Under ~~net~~the ~~proceeds~~revised ~~received~~segment ~~are~~structure, ~~subject~~we have three new regional HVAC operating segments. Combined with the existing Climate Solutions Transportation operating segment, the four operating segments also serve as our reportable segments. This model is designed to ~~working~~create ~~capital~~a simplified, more focused and ~~other~~customer-centric ~~adjustments~~organization ~~provided~~across the globe. Each segment reports through separate management teams which regularly review their operating results with our Chief Operating Decision Maker (the "CODM") determined in accordance with applicable accounting guidance. In connection with the ~~stock~~revised ~~purchase~~structure, ~~agreement~~the ~~governing~~CODM changed the ~~sale~~measure ofused ~~Industrial~~to ~~Fire~~evaluate segment profitability from Operating profit to Segment operating profit. All prior period comparative information has been recast to reflect the revised segment structure.

On December 12, 2023, we entered into a stock purchase agreement to sell our Commercial Refrigeration business ("CCR") to Haier Group Corporation for an enterprise value of approximately $775 million. CCR, historically reported in our Refrigeration segment, is a global supplier of turnkey solutions for commercial refrigeration systems and services, with a primary focus on serving food retail customers, cold storage facilities and warehouses. The sale of CCR was completed on October 1, 2024.

On August 15, 2024, we entered into a stock purchase agreement to sell our Commercial and Residential Fire business (“CRF Business") to an affiliate of Lone Star Funds for an enterprise value of approximately $3.0 billion. The CRF Business, historically reported in our Fire & Security segment, is a leading manufacturer of fire detection and alarm solutions for both commercial and residential applications. The transaction is expected to close in 2024, subject to regulatory approvals and customary closing conditions.

Discontinued Operations

In 2023, we announced plans to exit our Fire & Security and Commercial Refrigeration businesses over the course of 2024. The announced plan to exit the Fire & Security segment represents a single disposal plan to separately divest multiple businesses over different reporting periods. Upon the CRF Business qualifying as held for sale during the three months ended September 30, 2024, the components of the Fire & Security segment in aggregate met the criteria to be presented as discontinued operations. In addition, the assets and liabilities of the CRF Business have been reclassified to held for sale at December 31, 2023. The results of CCR did not meet the criteria to be presented in discontinued operations.

Deconsolidation of Kidde-Fenwal, Inc.

On May 14, 2023, Kidde-Fenwal, Inc. ("KFI"), an indirect wholly-owned subsidiary of ours, filed a petition for voluntary reorganization under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") in the United States Bankruptcy Court for the District of Delaware. KFI, an industrial fire detection and suppression business historically reported in our Fire & Security segment, indicated that it intended to use the bankruptcy process to explore strategic alternatives, including the sale of KFI as a going concern. As of the petition date, KFI was deconsolidated and its respective assets and liabilities were derecognized from our Unaudited Condensed Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

Preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses. We believe that the most complex and sensitive judgments, because of their potential significance to the accompanying Unaudited Condensed Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. In "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our ~~2023~~2024 Form 10-K, we describe the significant accounting estimates and policies used in the preparation of the accompanying Unaudited Condensed Consolidated Financial Statements. Except as noted below, there have been no significant changes in our critical accounting estimates.

Business Combinations

In accordance with ASC 805, Business Combinations ("ASC 805"), acquisitions that meet the definition of a business are recorded using the acquisition method of accounting. We recognize and measure the identifiable assets acquired, liabilities assumed and any non-controlling interest as of the acquisition date at fair value. The valuation of intangible assets is determined by an income approach methodology, using assumptions such as projected future revenues, customer attrition rates, royalty rates, tax rates and discount rates. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired, liabilities assumed and any non-controlling interest is recognized as goodwill. Costs incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded in the period the costs are incurred.

RESULTS OF OPERATIONS

Three Months Ended ~~September~~March 3031, ~~2024~~2025 Compared with the Three Months Ended ~~September~~March 3031, ~~2023~~2024

The following represents our consolidated net sales and operating results:

	Three Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		Period Change		% Change
Net sales	$	5,~~984~~218	$	45,~~935~~420	$	~~1,049~~(202)	21(4)	%
Cost of products and services sold	(43,~~307~~773)		(34,~~449~~035)		~~(858)~~262		25(6)	%
Gross margin	1,~~677~~445		1,~~486~~385		~~191~~60		134	%
Operating expenses	(~~914~~816)		(~~976~~1,000)		62184		(618)	%
Operating profit	~~763~~629		~~510~~385		~~253~~244		5063	%
Non-operating income (expense), net	7(81)		(39141)		4660		(~~118~~43)	%
Earnings (loss) before income taxes	~~770~~548		~~471~~244		~~299~~304		63125	%
Income tax expense	(~~172~~111)		(~~177~~47)		5(64)		~~(3)~~136	%
Earnings (loss) from continuing operations	~~598~~437		~~294~~197		~~304~~240		~~103~~122	%
Discontinued operations, net of income taxes	~~(117)~~—		8792		(~~204~~92)		(~~234~~100)	%
Net earnings (loss)	~~481~~437		~~381~~289		~~100~~148		2651	%
Less: Non-controlling interest in subsidiaries' earnings from operations	3425		2420		105		4225	%
Net earnings (loss) attributable to common shareowners	$	~~447~~412	$	~~357~~269	$	90143	2553	%

Net Sales

For the three months ended ~~September~~March 3031, ~~2024~~2025, Net sales were $65.02 billion, a 214% ~~increase~~decrease compared with the same period of ~~2023~~2024. The components of the year-over-year change were as follows:

	Three Months Ended September 30, 2024
	Three Months Ended March 31, 2025
Organic	42	%
Acquisitions and divestitures, net	17	%
Foreign currency translation	(1)	%
Total % change	21	%
Acquisitions and divestitures, net	(5)	%
Total % change	(4)	%

Organic sales for the three months ended ~~September~~March 3031, ~~2024,~~2025 increased by 42% compared with the same period of ~~2023~~2024. The organic increase was primarily ~~driven~~due byto our ~~HVAC~~Climate ~~segment~~Solutions ~~due~~Americas tosegment ~~improved~~as strong end-~~markets~~market indemand ~~the~~continued ~~Americas~~to ~~and~~drive ~~EMEA,~~higher ~~which~~volumes. ~~more~~In ~~than~~addition, ~~offset~~higher ~~reduced~~volumes ~~end-market~~benefited ~~demand~~our inClimate ~~Asia~~Solutions Transportation segment. ~~Results~~These inresults ~~our~~were ~~Refrigeration~~partially ~~segment~~offset ~~were~~by ~~mixed~~lower asend-market ~~growth~~demand in ~~Transport~~both ~~refrigeration~~Climate ~~was~~Solutions ~~partially~~Europe ~~offset~~and byClimate ~~challenges~~Solutions inAsia ~~Commercial~~Pacific, ~~refrigeration~~Middle ~~end-markets~~East & Africa. Refer to "Segment Review" below for a discussion of Net sales by segment.

Gross Margin

For the three months ended ~~September~~March 3031, ~~2024~~2025, gross margin was $1.74 billion, a 134% increase compared with the same period of ~~2023~~2024. The components were as follows:

Three Months Ended September 30,

Three Months Ended March 31,

(In millions)

~~2024~~2025

~~2023~~2024

Net sales

5,~~984~~218

45,~~935~~420

Cost of products and services sold

(43,~~307~~773)

(34,~~449~~035)

Gross margin

1,~~677~~445

1,~~486~~385

Percentage of net sales

2827.07

3025.16

Gross margin increased by $~~191~~60 million compared with the three months ended ~~September~~March 3031, ~~2023~~2024. ~~The~~As ~~main~~a ~~driver~~result, ofgross ~~the~~margin ~~increase~~as ~~related~~a topercentage ~~ongoing~~of ~~customer~~Net ~~demand,~~sales ~~pricing~~increased ~~improvements~~by ~~and~~210 ~~our~~basis ~~continued~~points ~~focus~~compared ~~on productivity initiatives. Operating results associated~~ with the ~~VCS~~same ~~Business~~period ~~since the date~~ of ~~acquisition~~2024. ~~further~~The ~~benefited~~prior ~~gross margin during the~~ period. ~~However, the results of the VCS Business~~ included inventory step-up, ~~backlog amortization~~ and ~~intangible~~backlog ~~asset~~ amortization resulting from the recognition of acquired assets of the VCS Business at fair value which are now fully amortized. These costs had a ~~220~~200 basis point unfavorable impact on the prior period gross margin as a percentage of Net sales. AsIn ~~a result~~addition, ~~gross~~ongoing ~~margin~~customer asdemand, apricing ~~percentage~~improvements ofand ~~Net~~our ~~sales~~continued ~~decreased~~focus byon ~~210~~productivity ~~basis~~initiatives ~~points~~further ~~compared~~benefited ~~with~~gross ~~the same period of 2023~~margin.

Operating Expenses

For the three months ended ~~September~~March 3031, ~~2024~~2025, operating expenses, including Equity method investment net earnings, were ~~a benefit of~~ $~~0.9~~816 ~~billion~~million, aan 618% decrease compared with the same period of ~~2023~~2024. The components were as follows:

Three Months Ended September 30,

Three Months Ended March 31,

(In millions)

~~2024~~2025

~~2023~~2024

Selling, general and administrative

(~~799~~729)

(~~664~~807)

Research and development

(~~172~~153)

(~~126~~192)

Equity method investment net earnings

6644

7531

Other income (expense), net

~~(9)~~22

(~~261~~32)

Total operating expenses

(~~914~~816)

(~~976~~1,000)

Percentage of net sales

15.36

1918.85

~~For the three months ended September~~ 30, 2024, Selling, general and administrative expenses were $799 million, a 20% increase compared with the same period of 2023. The increase is primarily due to incremental expenses associated with the VCS Business since the date of acquisition. In addition, the current period also included $15 million of acquisition and divestiture-related costs compared with $35 million during the three months ended September 30, 2023.

~~Research~~For ~~and~~the ~~development~~three ~~costs~~months ~~relate~~ended toMarch ~~new~~31, 2025, ~~product~~Selling, ~~development~~general and ~~new~~administrative ~~technology~~expenses ~~innovation~~were $729 million, a 10% decrease compared with the same period of 2024. ~~Due~~The decrease relates to ~~the~~productivity ~~variable~~initiatives ~~nature~~associated with our portfolio transformation and synergies associated with the integration of ~~program~~the ~~development~~VCS ~~schedules,~~Business. ~~year-over-year~~These ~~spending~~benefits ~~levels~~were ~~can~~partially ~~fluctuate~~offset by higher compensation and other employee-related costs. In addition, wethe ~~continue~~current toperiod ~~invest~~also toincluded ~~prepare~~$6 million ~~for~~of ~~future~~acquisition ~~energy~~and ~~efficiency~~divestiture-related ~~and~~costs ~~refrigerant~~compared ~~regulation~~with ~~changes~~$48 ~~and~~million induring ~~digital~~the ~~controls~~three ~~technologies~~months ended March 31, 2024.

~~Investments~~Research ~~over~~and ~~which~~development wecosts dorelate ~~not~~to ~~exercise~~new ~~control,~~product ~~but~~development ~~have~~and ~~significant~~new ~~influence,~~technology ~~are~~innovation. ~~accounted~~Due ~~for~~to ~~using~~ the ~~equity~~variable ~~method~~nature of ~~accounting.~~program ~~For~~development ~~the three months ended September 30~~schedules, ~~2024,~~ ~~Equity~~year-over-year ~~method~~spending ~~investment~~levels ~~net~~can ~~earnings~~fluctuate. ~~were~~In ~~$66 million~~addition, awe ~~12%~~continue ~~decrease~~to ~~compared~~invest ~~with~~to ~~the~~prepare ~~same~~for ~~period~~future ofproduct ~~2023.~~innovations ~~The~~and ~~decrease~~digital ~~was~~controls ~~primarily driven by the absence of a $16 million benefit recognized in connection with a favorable tax ruling at a minority owned joint venture in the prior year~~technologies. ~~As a result, we reported higher earnings in HVAC joint ventures across all regions.~~

38Investments over which we do not exercise control, but have significant influence, are accounted for using the equity method of accounting. For the three months ended March 31, 2025, Equity method investment net earnings were $44 million, a 42% increase compared with the same period of 2024. The increase was primarily due to a $23 million non-recurring charge in the prior year associated with the devaluation of U.S. Dollar denominated balances at an equity investment in Egypt.

Other income (expense), net primarily includes the impact of gains and losses related to the sale of businesses or interests in our equity method investments, foreign currency gains and losses on transactions that are denominated in a currency other than an entity's functional currency and hedging-related activities. ~~During~~In connection with the ~~three~~acquisition ~~months~~of ~~ended~~the ~~September~~VCS 30Business, ~~2023,~~ we recognized aan $~~257~~86 million loss during the three months ended March 31, 2024, on the mark-to-market valuation of our window forward contracts associated with the expected cash outflows of the Euro-denominated purchase price of the VCS Business. In addition, we recognized a $46 million gain associated with the TMA and UTC's conclusion of certain income tax matters from their 2017 and 2018 tax audit with the Internal Revenue Service ("IRS").

Non-Operating Income (Expense), net

For the three months ended ~~September~~March 3031, ~~2024~~2025, Non-operating income (expense), net was $781 million, a ~~118~~43% decrease compared with the same period of ~~2023~~2024. The components were as follows:

	Three Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024
Non-service pension (expense) benefit	$	(1)	$	—
Interest expense	$	(~~131~~112)	$	(73156)
Interest income	~~139~~30		3415
Interest (expense) income, net	$	8(82)	$	(39141)
Non-operating income (expense), net	$	7(81)	$	(39141)

Non-operating income (expense), net includes the results from activities other than normal business operations such as interest expense, interest income and the non-service components of pension and post-retirement obligations. Interest expense is affected by the amount of debt outstanding and the interest rates on that debt. For the three months ended ~~September~~March 3031, ~~2024~~2025, Interest expense was $~~131~~112 million, a 7928% ~~increase~~decrease compared with the same period of ~~2023~~2024. InConsistent ~~connection~~ with ~~the~~our ~~acquisition~~capital ofallocation ~~the VCS Business~~strategy, we ~~entered~~reduced ~~into~~our ~~several~~outstanding ~~financing~~debt ~~arrangements~~by ~~to fund the cash portion of the Euro-denominated purchase price. In July 2024, we completed tender offers to repurchase~~ approximately $~~1.0~~ 3 billion ~~aggregate~~over ~~principal~~the ~~which~~course ~~included $125 million~~ of ~~notes~~2024 ~~due 2034, $350 million of notes due 2054~~ and ~~approximately~~repaid ~~$600 million~~an ofadditional ~~notes due 2050. Upon settlement, we wrote off~~ $~~11 million of unamortized deferred financing costs in Interest expense and recognized a net gain of $97 million in Interest income~~1.2 ~~During~~billion ~~the~~during ~~three months ended September 30, 2023, we amortized $12 million of deferred financing cost in Interest expense, of which $11 million related to our senior unsecured bridge term loan facility (~~the ~~"Bridge~~current ~~Loan")~~period.

Income Taxes

	Three Months Ended September 30,
	Three Months Ended March 31,
	2024		2023
	2025		2024
Effective tax rate	2220.3	%	3719.63	%

We account for income tax expense in accordance with ASC 740, which requires an estimate of the annual effective income tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. The effective tax rate was 22.3% for the three months ended September 30, 2024 compared with 37.6% for the three months ended September 30, 2023. The year-over-year decrease was primarily driven by the absence of the non-deductible loss of $257 million on the mark-to-market valuation of the Company's window forward contracts associated with the expected cash outflows of the Euro-denominated purchase price of the VCS Business and a tax charge of $19 million related to the Company's intention to no longer permanently reinvest historical earnings from certain jurisdictions. 31

39We account for income tax expense in accordance with ASC 740, which requires an estimate of the annual effective income tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. The effective tax rate was 20.3% for the three months ended March 31, 2025, compared with 19.3% for the three months ended March 31, 2024. The year-over-year increase was primarily driven by the absence of a $21 million tax benefit associated with the TMA and UTC's conclusion of certain income tax matters from their 2017 and 2018 tax audit with the IRS recognized during the three months ended March 31, 2024. In addition, the three months ended March 31, 2025 included an $8 million tax benefit generated by the purchase of investment tax credits from a third-party.

~~Nine~~Adjusted ~~Months~~Operating ~~Ended September 30, 2024 Compared with the Nine Months Ended September 30, 2023~~Profit

~~The~~We ~~following~~report ~~represents~~our financial results in accordance with accounting principles generally accepted in the United States ("GAAP"). In addition, we supplement the reporting of our financial information determined under GAAP with certain non-GAAP financial information. Adjusted operating profit is a non-GAAP measure and defined as consolidated ~~net~~operating ~~sales~~profit (a GAAP measure), excluding restructuring costs, amortization of acquired intangibles and other significant items of a nonoperational nature. This measure is useful to investors because it is how management assesses the operating ~~results:~~performance of the business. A reconciliation of the amounts prepared in accordance with GAAP to the corresponding non-GAAP measure appears below and provides additional information as to the items and amounts that have been excluded from the adjusted measure.

	Nine Months Ended September 30,
	Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~Period Change~~		~~% Change~~
Net sales	$	17,338	$	14,635	$	2,703	18	%
Reconciliation to Adjusted operating profit
Cost of products and services sold	(12,701)		(10,590)		(2,111)		20	%
Operating profit	$	629	$	385
Gross margin	4,637		4,045		592		15	%
Restructuring costs	8		8
Operating expenses	(2,765)		(2,424)		(341)		14	%
Amortization of acquired intangibles	201		172
Operating profit	1,872		1,621		251		15	%
Acquisition on step-up amortization	—		111
Non-operating income (expense), net	(291)		(126)		(165)		131	%
Acquisition/divestiture-related costs	5		48
Income from operations before income taxes	1,581		1,495		86		6	%
Viessmann-related hedges	—		86
Income tax expense	(339)		(453)		114		(25)	%
Gain on liability adjustment	—		(46)
Earnings (loss) from continuing operations	1,242		1,042		200		19	%
Adjusted operating profit	$	843	$	764
Discontinued operations, net of tax	1,897		(41)		1,938		(4727)	%
Net earnings (loss)	3,139		1,001		2,138		214	%
Less: Non-controlling interest in subsidiaries' earnings from operations	86		72		14		19	%
Net earnings (loss) attributable to common shareowners	$	3,053	$	929	$	2,124	229	%

~~Net~~Adjusted ~~Sales~~operating profit may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for Operating profit in accordance with GAAP. The non-GAAP information presented provides investors with additional useful information, but should not be considered in isolation or as a substitute for the related GAAP measure. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. We encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

~~For the nine months ended September 30, 2024, Net sales were $17.3 billion, a 18% increase compared with the same period of 2023. The components of the year-over-year change were as follows:~~32

	Nine Months Ended September 30, 2024
Organic	2	%
Foreign currency translation	(1)	%
Acquisitions and divestitures, net	17	%
Total % change	18	%

Organic sales for the nine months ended September 30, 2024 increased by 2% compared with the same period of 2023. The organic increase was primarily driven by our HVAC segment due to improved end-markets in the Americas, which more than offset reduced end-markets in EMEA and Asia. Results in Refrigeration were flat compared to the prior year as each of the segment's businesses experienced challenges in certain end-markets. Refer to "Segment Review" below for a discussion of Net sales by segment.

Gross Margin

For the nine months ended September 30, 2024, gross margin was $4.6 billion, a 15% increase compared with the same period of 2023. The components were as follows:

	Nine Months Ended September 30,
(In millions)	2024			2023
Net sales	$	17,338		$	14,635
Cost of products and services sold	(12,701)			(10,590)
Gross margin	$	4,637		$	4,045
Percentage of net sales	26.7		%	27.6		%

Gross margin increased by $592 million compared with the nine months ended September 30, 2023. The main driver of the increase related to ongoing customer demand, pricing improvements and our continued focus on productivity initiatives. Operating results associated with the VCS Business since the date of acquisition further benefited gross margin during the period. However, the results of the VCS Business included inventory step-up, backlog amortization and intangible asset amortization resulting from the recognition of acquired assets at fair value. These costs had a 270 basis point unfavorable impact on gross margin as a percentage of Net sales. As a result, gross margin as a percentage of Net sales decreased by 90 basis points compared with the same period of 2023.

Operating Expenses

For the nine months ended September 30, 2024, operating expenses, including Equity method investment net earnings, were a benefit of $2.8 billion, a 14% increase compared with the same period of 2023. The components were as follows:

	Nine Months Ended September 30,
(In millions)	2024			2023
Selling, general and administrative	$	(2,394)		$	(1,870)
Research and development	(524)			(355)
Equity method investment net earnings	187			171
Other income (expense), net	(34)			(370)
Total operating expenses	$	(2,765)		$	(2,424)
Percentage of net sales	15.9		%	16.6		%

For the nine months ended September 30, 2024, Selling, general and administrative expenses were $2.4 billion, a 28% increase compared with the same period of 2023. The increase is primarily due to incremental expenses associated with the VCS Business since the date of acquisition. In addition, higher compensation and other employee-related costs further contributed to the increase. The current period also included $87 million of acquisition and divestiture-related costs compared with $58 million during the nine months ended September 30, 2023.

Research and development costs relate to new product development and new technology innovation. Due to the variable nature of program development schedules, year-over-year spending levels can fluctuate. In addition, we continue to invest to prepare for future energy efficiency and refrigerant regulation changes and in digital controls technologies.

Investments over which we do not exercise control, but have significant influence, are accounted for using the equity method of accounting. For the nine months ended September 30, 2024, Equity method investment net earnings were $187 million, a 9% increase compared with the same period of 2023. The increase was primarily driven by higher earnings in HVAC joint ventures across all regions. The increase was partially offset by a $23 million charge associated with the devaluation of U.S. Dollar denominated balances at an HVAC equity investment in Egypt. In addition, prior year results include a $16 million benefit recognized in connection with a favorable tax ruling at a minority owned joint venture.

Other income (expense), net primarily includes the impact of gains and losses related to the sale of businesses or interests in our equity method investments, foreign currency gains and losses on transactions that are denominated in a currency other than an entity's functional currency and hedging-related activities. During the nine months ended September 30, 2024, we recognized a $46 million gain associated with our share of United Technologies Corporation's conclusion of certain income tax matters from their 2017 and 2018 tax audit with the Internal Revenue Service ("IRS"). In connection with the acquisition of the VCS Business, we recognized an $86 million loss on the mark-to-market valuation of our window forward contracts associated with the cash outflows of the Euro-denominated purchase price. During the nine months ended September 30, 2023, we recognized a $368 million loss on the mark-to-market valuation of our window forward contracts associated with the expected cash outflows of the Euro-denominated purchase price of the VCS Business.

Non-Operating Income (Expense), net

For the nine months ended September 30, 2024, Non-operating income (expense), net was $291 million, a 131% increase compared with the same period of 2023. The components were as follows:

	Nine Months Ended September 30,
(In millions)	2024		2023
Non-service pension (expense) benefit	$	(1)	$	—
Interest expense	$	(462)	$	(209)
Interest income	172		83
Interest (expense) income, net	$	(290)	$	(126)
Non-operating income (expense), net	$	(291)	$	(126)

Non-operating income (expense), net includes the results from activities other than normal business operations such as interest expense, interest income and the non-service components of pension and post-retirement obligations. Interest expense is affected by the amount of debt outstanding and the interest rates on that debt. For the nine months ended September 30, 2024, Interest expense was $462 million, a 121% increase compared with the same period of 2023. In connection with the acquisition of the VCS Business, we entered into several financing arrangements to fund the Euro-denominated purchase price. We also redeemed $1.0 billion aggregate principal amount of 5.80% notes due in 2025 and completed tender offers to repurchase approximately $1.0 billion aggregate principal which included $125 million of notes due 2034, $350 million of notes due 2054 and approximately $600 million of notes due 2050. Upon settlement, we incurred a make-whole premium of $8 million in Interest expense, wrote off $11 million of unamortized deferred financing costs in Interest expense and recognized a net gain of $97 million in Interest income. During the nine months ended September 30, 2023, we amortized $34 million of deferred financing cost in Interest expense, of which $30 million related to our Bridge Loan.

Income Taxes

	Nine Months Ended September 30,
	2024		2023
Effective tax rate	21.4	%	30.3	%

We account for income tax expense in accordance with ASC 740, which requires an estimate of the annual effective income tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. The effective tax rate was 21.4% for the nine months ended September 30, 2024, compared with 30.3% for the nine months ended September 30, 2023. The year-over-year decrease was primarily driven by the $368 million loss on the mark-to-market valuation of the Company's window forward contracts associated with the expected cash outflows of the Euro-denominated purchase price of the VCS Business during the nine months ended September 30, 2023. In addition, the Company recognized a tax benefit of $21 million associated with the TMA and UTC's conclusion of certain income tax matters from their 2017 and 2018 tax audit with the U.S. Internal Revenue Service ("IRS") during the nine months ended September 30, 2024.

SEGMENT REVIEW

We have ~~two~~four operating segments:

•~~The~~Climate ~~HVAC~~Solutions ~~segment~~Americas provides products, controls, services and solutions to meet the heating, cooling and ventilation needs of residential and commercial customers in North and South America while enhancing building performance, health, energy efficiency and sustainability.

•~~The~~Climate ~~Refrigeration~~Solutions ~~segment~~Europe ~~includes~~provides ~~transport~~products, ~~refrigeration~~controls, services and ~~monitoring~~solutions ~~products~~to meet the heating, ~~services~~cooling and ~~digital~~ventilation ~~solutions~~needs ~~for~~of ~~trucks,~~residential ~~trailers,~~and ~~shipping~~commercial ~~containers,~~customers ~~intermodal~~in ~~and~~Europe ~~rail,~~while asenhancing ~~well~~building asperformance, ~~commercial~~health, ~~refrigeration~~energy ~~products.~~efficiency and sustainability.

We•Climate ~~determine~~Solutions ~~our~~Asia ~~segments based on how our Chief Executive Officer~~Pacific, ~~who~~Middle isEast ~~the~~& ~~Chief~~Africa ~~Operating~~provides ~~Decision Maker (the "CODM")~~products, ~~allocates resources~~controls, ~~assesses~~services ~~performance~~ and ~~makes~~solutions ~~operational~~to ~~decisions.~~meet ~~The~~the ~~CODM~~heating, ~~allocates~~cooling ~~resources~~ and ~~evaluates~~ventilation ~~the~~needs ~~financial performance~~ of ~~each~~residential ~~of our segments based on Net sales~~ and ~~Operating~~commercial ~~profit.~~customers ~~Adjustments~~in toAsia ~~reconcile~~Pacific, ~~segment~~the ~~reporting~~Middle toEast ~~the~~and ~~consolidated~~Africa ~~results~~while ~~are~~enhancing ~~included~~building inperformance, ~~Note~~health, 17energy -efficiency ~~Segment~~and ~~Financial Data~~sustainability.

~~Three~~•Climate ~~Months~~Solutions ~~Ended~~Transportation ~~September 30~~includes global transport refrigeration and monitoring products, ~~2024~~services ~~Compared~~and ~~with~~digital ~~Three~~solutions ~~Months~~for ~~Ended~~trucks, ~~September 30~~trailers, ~~2023~~shipping containers, intermodal and rail.

Segment operating profit is the measure of profit and loss that our CODM uses to evaluate the financial performance of the business and as the basis for resource allocation, performance reviews and compensation. It represents operating profit (a GAAP measure) adjusted to exclude restructuring costs, amortization of acquired intangible assets and other significant items of a nonoperational nature.

Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024

Summary performance for each of our segments is as follows:

	Net Sales				Operating Profit				Operating Profit Margin
	Net sales				Segment operating profit				Segment operating profit margin
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	Three Months Ended March 31,				Three Months Ended March 31,				Three Months Ended March 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2024~~2025		~~2023~~2024		~~2024~~2025		~~2023~~2024
HVAC	$	5,058	$	4,008	$	741	$	763	14.7	%	19.0	%
Climate Solutions Americas	$	2,572	$	2,360	$	570	$	425	22.2	%	18.0	%
Refrigeration	938		924		109		107		11.6	%	11.6	%
Climate Solutions Europe	1,169		1,292		105		167		9.0	%	12.9	%
Total segment	$	5,996	$	4,932	$	850	$	870	14.2	%	17.6	%
Climate Solutions Asia Pacific, Middle East & Africa	826		884		121		108		14.6	%	12.2	%
Climate Solutions Transportation	651		884		97		113		14.9	%	12.8	%
Total segment	$	5,218	$	5,420	$	893	$	813	17.1	%	15.0	%

43A reconciliation of Segment operating profit to Adjusted operating profit is as follows:

HVAC Segment


	Three Months Ended March 31,
(In millions)	2025		2024
Segment operating profit	$	893	$	813
Corporate and other	(50)		(49)
Adjusted operating profit	$	843	$	764

For the three months ended September 30, 2024, Net sales in our HVAC segment were $5.1 billion, a 26% increase compared with the same period of 2023. The components of the year-over-year change were as follows:33

	Net Sales
Organic	6	%
Acquisitions and divestitures, net	20	%
Total % change in Net sales	26	%

Climate Solutions Americas

~~The~~For ~~organic~~the ~~increase~~three inmonths ~~Net~~ended ~~sales~~March of31, 2025, 6%Net ~~was~~sales ~~driven~~were ~~by continued strong results in the segment~~$2.6 ~~Growth~~billion, ina ~~the Americas (up~~ 9%) ~~was~~increase ~~primarily~~compared ~~driven~~with bythe ~~our~~same ~~Commercial~~period ~~and~~of ~~Residential businesses which benefited from strong customer demand and pricing improvements~~2024. ~~This~~The ~~was~~components ~~partially~~of offset by lower volumes in our Light Commercial business. Growth in EMEA (up 3%) was primarily driven by ongoing customer demand and pricing improvements in our Commercial business. Residential markets continue to be impacted by reduced volume compared with the ~~prior~~ year.-over-year ~~Results~~change ~~in Asia (down 3%)~~ were ~~impacted~~as ~~by lower demand in the region, primarily in China.~~follows:

On January 2, 2024, we acquired the VCS Business, a leading manufacturer of high efficiency heating and renewable energy systems in Europe. The results of the VCS Business have been included in our Unaudited Condensed Consolidated Financial Statements since the date of acquisition. The transaction added 20% to Net sales during the three months ended September 30, 2024, and is included in Acquisitions and divestitures, net.


	Net sales
Organic	9	%
Foreign currency translation	—	%


Total % change in Net sales	9	%

~~For~~The ~~the~~organic ~~three~~increase ~~months~~in ~~ended~~Net ~~September~~sales ~~30, 2024,~~of ~~Operating~~9% ~~profit~~was driven by continued strong results in the segment. Growth in our ~~HVAC~~residential ~~segment~~business (up 20%) was ~~$741~~primarily ~~million,~~driven aby 3%strong ~~decrease~~end-market demand and pricing improvements compared ~~with~~to the ~~same~~prior ~~period~~year. ofIn ~~2023~~addition, ongoing customer demand in our commercial business (up 15%) further benefited segment results. ~~The~~These ~~components~~amounts ofwere ~~the~~partially ~~year~~offset by reduced end-~~over-year~~market ~~change~~demand ~~were~~in asour ~~follows:~~light commercial business (down 34%).

	Operating Profit
Operational	11	%
Acquisitions and divestitures, net	7	%
Restructuring	(4)	%
Amortization of acquired intangibles	(18)	%
Other	1	%
Total % change in Operating profit	(3)	%

For the three months ended March 31, 2025, Segment operating profit was $570 million, a 34% increase compared with the same period of 2024. The components of the year-over-year change were as follows:

The operational profit increase of 11% was primarily attributable to ongoing customer demand and pricing improvements in certain end-markets compared with the prior year. In addition, favorable material costs drove productivity benefits in the segment. These benefits more than offset volume reductions in certain end-markets and lower earnings from equity method investments. However, the prior year included a $16 million benefit recognized in connection with a favorable tax ruling at a minority owned joint venture.


	Segment operating profit
Operational	36	%
Foreign currency translation	(2)	%



Total % change in Segment operating profit	34	%

~~Refrigeration~~The ~~Segment~~segment operational profit increase of 36% was primarily attributable to ongoing customer demand in certain end-markets compared with the prior year. In addition, favorable productivity initiatives and higher earnings from equity method investments further benefited segment results. These benefits more than offset volume reductions in certain end-markets and higher selling, general and administrative expenses.

~~For~~Climate ~~the~~Solutions three months ended September 30, 2024, Net sales in our Refrigeration segment were $938 million, a 1% increase compared to the same period of 2023. The components of the year-over-year change were as follows:Europe

	Net Sales
Organic	1	%
Foreign currency translation	—	%
Total % change in Net sales	1	%

For the three months ended March 31, 2025, Net sales were $1.2 billion, a 10% decrease compared with the same period of 2024. The components of the year-over-year change were as follows:


	Net sales
Organic	(7)	%
Foreign currency translation	(3)	%



Total % change in Net sales	(10)	%

The organic ~~increase~~decrease in Net ~~Sales~~sales of 17% was ~~primarily~~ driven by ~~volume~~ongoing ~~growth~~challenges ~~and~~in ~~price improvements within~~ certain end-markets compared with the prior year. ~~Transport~~Results ~~refrigeration~~in ~~results~~our ~~increased~~residential ~~(up~~and ~~4%)~~light ~~compared~~commercial tobusiness ~~the~~decreased ~~prior~~(down ~~year~~11%) ~~primarily~~ due to ~~strong~~lower ~~container end-markets. In addition, higher~~ volumes inacross ~~Asia~~the ~~further~~region ~~benefited~~as ~~results~~economic ~~but~~conditions, ~~were~~inflationary ~~more~~cost ~~than~~pressures ~~offset~~and byregulatory ~~lower~~uncertainty impacted end-market demand ~~in North America and Europe~~. ~~Results~~The ~~for~~reduction ~~Commercial~~was ~~refrigeration~~partially ~~decreased~~offset ~~(down 3%) compared with the prior year, primarily driven~~ by ~~reduced~~continued ~~end-market~~growth ~~demand~~ in ~~China.~~our Incommercial ~~addition,~~business ~~economic~~(up ~~conditions~~5%) ~~and~~as ~~inflationary~~a ~~cost~~result ~~pressures~~of ~~impacted~~strong end-market demand inand ~~Europe~~pricing improvements.

For the three months ended September 30, 2024, Operating profit in our Refrigeration segment was $109 million, a 2% increase compared with the same period of 2023. The components of the year-over-year change were as follows:34

	Operating Profit
Operational	7	%
Foreign currency translation	(1)	%
Other	(4)	%
Total % change in Operating profit	2	%

For the three months ended March 31, 2025, Segment operating profit was $105 million, a 37% decrease compared with the same period of 2024. The components of the year-over-year change were as follows:

The increase in operational profit of 7% was primarily driven by favorable productivity initiatives and price improvements compared with the prior year. In addition, volume growth in certain end-markets further benefited the segment. These amounts were partially offset by volume reductions in certain other end-markets. Inflationary cost pressures are moderating but continue to impact our operating profit. Amounts reported in Other represent $3 million of divestiture-related costs associated with the sale of CCR.


	Segment operating profit
Operational	(35)	%
Foreign currency translation	(2)	%



Total % change in Segment operating profit	(37)	%

45The segment operational profit decrease of 35% was primarily attributable to volume reductions in certain end-markets compared with the prior year. Volume reductions were partially offset by favorable material costs, business integration synergies associated with the acquisition of the VCS Business and lower selling, general and administrative expenses.

~~Nine~~Climate ~~Months~~Solutions ~~Ended~~Asia ~~September 30~~Pacific, ~~2024~~Middle ~~Compared~~East ~~with~~& ~~Nine Months Ended September 30, 2023~~Africa

~~Summary~~For ~~performance~~the ~~for~~three ~~each~~months ended March 31, 2025, Net sales were $826 million, a 7% decrease compared with the same period of ~~our~~2024. ~~segments~~The iscomponents of the year-over-year change were as follows:

	Net Sales						Operating Profit				Operating Profit Margin
			Net sales
	Nine Months Ended September 30,						Nine Months Ended September 30,				Nine Months Ended September 30,
Organic			(6)	%
(In millions)	2024				2023		2024		2023		2024		2023
Foreign currency translation			(1)	%
HVAC	$	14,569			$	11,846	$	1,857	$	1,940	12.7	%	16.4	%
Total % change in Net sales			(7)	%
Refrigeration	2,795				2,794		319		327		11.4	%	11.7	%
Total segment	$	17,364			$	14,640	$	2,176	$	2,267	12.5	%	15.5	%

~~HVAC~~The ~~Segment~~organic decrease in Net sales of 6% was driven by volume reductions within certain end-markets compared with the prior year. Results in China decreased (down 11%) as both commercial and residential end-markets experienced economic challenges impacting demand. These results were partially offset by improved end-market demand in the remaining region.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~ 2025, ~~Net~~Segment ~~sales~~operating inprofit ~~our~~was ~~HVAC segment were~~ $~~14.6~~121 ~~billion~~million, aan 2312% increase compared with the same period of ~~2023~~2024. The components of the year-over-year change were as follows:

	Net Sales
	Segment operating profit
Organic	3	%
Operational	10	%
Acquisitions and divestitures, net	20	%
Foreign currency translation	2	%
Total % change in Net sales	23	%
Total % change in Segment operating profit	12	%

The ~~organic~~segment ~~increase~~operational inprofit ~~Net~~increase ~~sales~~ of 310% was ~~driven~~primarily byattributable ~~continued~~to ~~strong~~higher ~~results~~earnings infrom ~~the~~equity ~~segment.~~method ~~Growth~~investments incompared with the ~~Americas~~prior ~~(up~~year. ~~7%)~~The increase was ~~primarily~~ driven by ~~our~~the ~~Commercial~~absence ~~and~~of ~~Light~~a ~~Commercial~~$23 ~~businesses~~million ~~which~~non-recurring ~~benefited~~charge ~~from ongoing customer demand and pricing improvements. Moderate growth~~ in ~~our~~the ~~Residential~~prior ~~business~~year ~~was~~associated ~~due to higher volumes compared~~ with the ~~prior~~devaluation ~~year~~of U.S. ~~EMEA~~Dollar ~~(down~~denominated ~~2%)~~balances ~~continues~~at toan beequity ~~impacted~~investment ~~by reduced volumes~~ in ~~residential markets~~Egypt. ~~The~~In ~~reduction~~addition, ~~was~~the ~~partially~~segment ~~offset~~benefited byfrom ~~ongoing~~favorable ~~customer~~productivity ~~demand~~initiatives and ~~pricing~~lower ~~improvements~~selling, ingeneral ~~our~~and ~~Commercial~~administrative ~~business~~expenses. ~~Results~~These inbenefits ~~Asia~~more ~~(down~~than ~~3%)~~offset ~~were~~volume ~~impacted~~reductions ~~by lower demand~~ in ~~the~~certain ~~region, primarily in China~~end-markets.

OnClimate ~~January 2,~~Solutions 2024, we acquired the VCS Business, a leading manufacturer of high efficiency heating and renewable energy systems in Europe. The results of the VCS Business have been included in our Unaudited Condensed Consolidated Financial Statements since the date of acquisition. The transaction added 20% to Net sales during the nine months ended September 30, 2024 and is included in Acquisitions and divestitures, net.Transportation

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~ 2025, ~~Operating~~Net ~~profit~~sales inwere ~~our HVAC segment was~~ $~~1.9~~651 ~~billion~~million, a 426% decrease compared ~~with~~to the same period of ~~2023~~2024. The components of the year-over-year change were as follows:

	Operating Profit
	Net sales
Operational	17	%
Organic	2	%
Acquisitions and divestitures, net	1	%
Foreign currency translation	(1)	%
Restructuring	(3)	%
Acquisitions and divestitures, net	(27)	%
Amortization of acquired intangibles	(21)	%
Total % change in Net sales	(26)	%
Other	2	%
Total % change in Operating profit	(4)	%

The operational profit increase of 17% was primarily attributable to ongoing customer demand and pricing improvements in certain end-markets compared with the prior year. In addition, favorable material and logistics costs drove productivity benefits in the segment. These benefits more than offset volume reductions in certain end-markets. Higher earnings from equity method investments further benefited operational profit in the segment. The increase was partially offset by a $23 million charge associated with the devaluation of U.S. Dollar denominated balances at an HVAC equity investment in Egypt.35

46The organic increase in Net sales of 2% was primarily driven by volume growth within certain end-markets compared with the prior year. Container results increased (up 20%) due to improved end-market demand and pricing improvements. These results were partially offset by our transport refrigeration business (down 3%) as lower end-market demand in Europe and North America more than offset improved end-market demand in Asia.

~~Refrigeration~~For the three months ended March 31, 2025, Segment operating profit was $97 million, a 14% decrease compared with the same period of 2024. The components of the year-over-year change were as follows:

For the nine months ended September 30, 2024, Net sales in our Refrigeration segment were $2.8 billion, flat compared to the same period of 2023. The components of the year-over-year change were as follows:


	Segment operating profit
Operational	(9)	%
Foreign currency translation	(2)	%
Acquisitions and divestitures, net	(3)	%


Total % change in Segment operating profit	(14)	%

~~Net~~The ~~Sales~~decrease ~~Organic~~in —segment operational profit of 9% ~~Foreign~~was ~~currency~~primarily ~~translation~~driven —by %higher ~~Total~~costs %associated ~~change~~with inwarranty-related ~~Net~~issues. ~~sales~~In —addition, %unfavorable mix further impacted the segment. These amounts were partially offset by higher volumes and pricing improvements compared with the prior year. In addition, the segment benefited from lower selling, general and administrative expenses.

Organic Net sales was flat compared to the prior year as the segment experienced challenges in certain end-markets during the period. Transport refrigeration results increased (up 1%) compared to the prior year primarily due to strong container markets. In addition, higher volumes in Asia and Europe further benefited results but were more than offset by lower end-market demand in North America. Results for Commercial refrigeration decreased (down 4%) compared with the prior year, primarily driven by lower volumes in Europe as economic conditions and inflationary cost pressures impacted end-market demand. In addition, Asia results were impacted by reduced end-market demand in China.

For the nine months ended September 30, 2024, Operating profit in our Refrigeration segment was $319 million, a 2% decrease compared with the same period of 2023. The components of the year-over-year change were as follows:

	Operating Profit
Operational	6	%
Foreign currency translation	(1)	%
Restructuring	3	%
Other	(10)	%
Total % change in Operating profit	(2)	%

The increase in operational profit of 6% was primarily driven by favorable productivity initiatives and price improvements compared with the prior year. In addition, volume growth in certain end-markets further benefited the segment. These amounts were partially offset by volume reductions in certain other end-markets. Inflationary cost pressures are moderating but continue to impact our operating profit. Amounts reported in Other represent $11 million of divestiture-related costs associated with the sale of CCR. In addition, the prior year includes a $24 million gain on the sale of a business within Transport refrigeration.

LIQUIDITY AND FINANCIAL CONDITION

We assess liquidity in terms of our ability to generate adequate amounts of cash necessary to fund our current and future cash requirements to support our business and strategic initiatives. In doing so, we review and analyze our cash on hand, working capital, debt service requirements and capital expenditures. We rely on operating cash flows as our primary source of liquidity. In addition, we have access to other sources of capital to finance our strategic initiatives and fund growth.

As of ~~September~~March 3031, ~~2024~~2025, we had cash and cash equivalents of $21.27 billion, of which approximately 6885% was held by our foreign subsidiaries. We manage our worldwide cash requirements by reviewing available funds and the cost effectiveness with which we can access funds held by foreign subsidiaries. On occasion, we are required to maintain cash deposits in connection with contractual obligations related to acquisitions, divestitures or other legal obligations. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the amount of such restricted cash was approximately $144 million and $23 million, respectively.

We continue to actively manage and strengthen our business portfolio to meet the current and future needs of our customers. This is accomplished through research and development activities with a focus on new product development and new technology innovation as well as sustaining activities with a focus on improving existing products and reducing production costs. We also pursue potential acquisitions to complement existing products and services to enhance our product portfolio. In addition, we routinely conduct discussions, evaluate targets and enter into agreements regarding possible acquisitions, divestitures, joint ventures and equity investments to manage our business portfolio.

We believe that our available cash and operating cash flows will be sufficient to meet our future operating cash needs. Our committed credit facilities and access to the debt and equity markets provide additional sources of short-term and long-term capital to fund current operations, debt maturities and future investment opportunities. Although we believe that the arrangements currently in place permit us to finance our operations on acceptable terms and conditions, our access to and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, including: (1) our credit ratings or absence of credit ratings, (2) the level of our existing indebtedness, (3) the restrictions under our debt agreements, (4) the liquidity of the overall capital markets and (5) the state of the economy. There can be no assurance that we will be able to obtain additional financing on terms favorable to us, if at all.

The following table contains several key measures of our financial condition and liquidity:

(In millions)	~~September~~March 3031,~~2024~~2025			December 31,~~2023~~2024
Cash and cash equivalents	$	21,~~225~~698		$	93,~~852~~969
Total debt	$	1211,~~432~~184		$	1412,~~293~~278
Total equity	$	1514,~~042~~198		$	914,~~005~~395
Net debt (total debt less cash and cash equivalents)	$	109,~~207~~486		$	48,~~441~~309
Total capitalization (total debt plus total equity)	$	2725,~~474~~382		$	2326,~~298~~673
Net capitalization (total debt plus total equity less cash and cash equivalents)	$	2523,~~249~~684		$	1322,~~446~~704
Total debt to total capitalization	4544		%	6146		%
Net debt to net capitalization	40		%	3337		%

Acquisition of the VCS Business

On April 25, 2023, we announced that we entered into an Agreement to acquire the VCS Business. Under the terms of the Agreement, 20% of the purchase price was to be paid in Carrier common stock, issued directly to Viessmann and subject to certain lock-up provisions and 80% was to be paid in cash. Simultaneously, we entered into commitment letters with JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Bank of America, N.A. to provide a €8.2 billion senior unsecured bridge term loan facility (the "Bridge Loan") to fund a portion of the Euro-denominated purchase price.

On May 19, 2023, we entered into a 364-day, $500 million, senior unsecured revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and certain other lenders (the "Revolver"). In addition, we entered into a senior unsecured delayed draw term loan credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and certain other lenders that permits aggregate borrowings of up to €2.3 billion (the "Delayed Draw Facility"). Upon entering into the Delayed Draw Facility, the aggregate principal amount of the Bridge Loan was reduced by €2.3 billion. In November 2023, we issued $3.0 billion principal amount of USD-denominated notes ("USD Notes") and €2.35 billion principal amount of Euro-denominated notes ("Euro Notes"). Upon issuance, the aggregate principal amount of the Bridge Loan was reduced by €5.4 billion. On January 2, 2024, we entered into a 60-day senior unsecured term loan agreement consisting of a Euro-denominated tranche in an aggregate amount of €113 million and a USD-denominated tranche in an aggregate amount of $349 million (the “60-day Loan”). Upon entering into the 60-day Loan, we reduced the final portion of the Bridge Loan by €500 million and subsequently terminated the agreement.

On January 2, 2024, we completed the acquisition of the VCS Business for $14.2 billion. The cash portion of the purchase price was funded through cash on hand, proceeds from the USD Notes and the Euro Notes and borrowings under the Delayed Draw Facility and the 60-day Loan. Proceeds from the Revolver became available upon closing.

In March 2024, borrowings under the 60-day loan were repaid. In May 2024, the Revolver was terminated and refinanced in order to extend its maturity to May 2025. In addition, we redeemed our $1.0 billion aggregate principal amount of 5.80% notes due in 2025 and repaid borrowings under the Delayed Draw Facility in June 2024, which was subsequently terminated. In August 2024, we completed tender offers on certain tranches of our notes which included $125 million of notes due 2034, $350 million of notes due 2054 and approximately $600 million of notes due 2050.

Borrowings and Lines of Credit

We maintain a $2.0 billion unsecured, unsubordinated commercial paper program which we can use for general corporate purposes, including the funding of working capital and potential acquisitions. In addition, we maintain a $2.0 5 billion revolving credit agreement with various banks (the "Revolving Credit Facility") that matures in ~~May~~December ~~2028~~2029 which supports our commercial paper borrowing program and can be used for general corporate purposes. A ratings-based commitment fee is charged on unused commitments. As of ~~September~~March 3031, ~~2024~~2025, we had no borrowings outstanding under our commercial paper program or our Revolving Credit Facility.

Our short-term obligations primarily consist of current maturities of long-term debt. Our long-term obligations primarily consist of long-term notes with maturity dates ranging between ~~2025~~2027 and 2054. Interest payments related to long-term notes are expected to approximate $~~433~~398 million per year, reflecting an approximate weighted-average interest rate of 3.5363%. Any borrowings from the Revolving Credit Facility are subject to variable interest rates. See Note 5 – Borrowings and Lines of Credit in the Notes to the accompanying Unaudited Condensed Consolidated Financial Statements for additional information regarding the terms of our long-term debt obligations.

~~The~~Our ~~following~~credit ~~table~~ratings ~~presents~~are ~~our~~periodically ~~credit~~reviewed ~~ratings~~by ~~and~~the ~~outlook~~major asindependent debt-rating agencies. As of ~~September~~March 3031, ~~2024~~2025, Standards & Poor's Global Inc., Moody’s Investor Service Inc. and Fitch Ratings Inc. have ratings on our debt set forth in the table below:

Rating Agency

Long-term Rating ~~(1)~~

Short-term Rating ~~(2)~~

Outlook ~~(2) (3)~~

Standards & Poor's ("S&P")

BBB

Positive

Standards & Poor's Global Inc.

BBB+

Stable

Moody's Investors Service Inc. ("Moody's")

Baa2

Positive

Moody's Investors Service Inc.

Baa1

Positive

Fitch Ratings ("Fitch")

BBB

Positive

Fitch Ratings Inc.

BBB+

Stable

(1) The long-term rating was upgraded by Moody's to Baa2 on May 13, 2024. Fitch's was updated in December 2023.

(2) Fitch upgraded its short-term rating to F2 from F3 and revised its outlook to positive from stable on July 11, 2024.

(3) S&P revised its outlook to positive from stable in December 2023.

Portfolio Transformation

On June 2, 2024, we completed the divestiture of our Access Solutions business for cash proceeds of $5.0 billion. On July 1, 2024, we completed the divestiture of our Industrial Fire business for cash proceeds of $1.4 billion. On October 1, 2024, we completed the divestiture of CCR for cash proceeds of $679 million, subject to customary working capital and other adjustments. On ~~July 1~~December 2, 2024, we completed the divestiture of ~~Industrial~~the ~~Fire~~Commercial toand ~~Sentinel~~Residential ~~Capital~~Fire ~~Partners~~business for cash proceeds of $12.4 9 billion, subject to customary working capital and other adjustments. Consistent with our capital allocation strategy, the net proceeds ~~will~~were be used to fund repayment of debt, ~~investments~~invest in organic and inorganic growth initiatives, ~~and~~ capital returns to shareowners as well as for general corporate purposes.

On December 12, 2023, we entered into a stock purchase agreement to sell CCR to Haier Group Corporation for an enterprise value of approximately $775 million. The sale of CCR was completed on October 1, 2024. On August 15, 2024, we entered into a stock purchase agreement to sell the CRF Business to an affiliate of Lone Star Funds for an enterprise value of approximately $3.0 billion. The transaction is expected to close in 2024.37

Share Repurchase Program

We may repurchase our outstanding common stock from time to time subject to market conditions and at our discretion. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. Since the initial authorization in February 2021, our Board of Directors authorized the repurchase of up to $47.1 billion of our outstanding common stock. As of December 31, 2023, we repurchased 43.5 million shares of common stock for an aggregate purchase price of $2.0 billion, including shares repurchased under an accelerated share repurchase agreement. As a result, we had approximately $2.1 billion remaining under the current authorization at December 31, 2023.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, we repurchased 619.20 million shares of common stock for an aggregate purchase price of $01.43 billion. As a result we had approximately $1.79 billion remaining under the current authorization at ~~September~~March 3031, ~~2024~~2025. ~~In addition, our Board of Directors approved a $3 billion increase to our existing share repurchase program in October 2024.~~

Dividends

We paid dividends on common stock during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, totaling $~~514~~198 million. In ~~October~~April ~~2024~~2025, the Board of Directors declared a dividend of $0.1923 per share of common stock payable on ~~November~~May 1822, ~~2024~~2025, to shareowners of record at the close of business on ~~October~~May 252, ~~2024~~2025.

Discussion of Cash Flows

The following table reflects the major categories of cash flows for the following periods:

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

~~2024~~2025

~~2023~~2024

Net cash flows provided by (used in):

Continuing operating activities

~~1,208~~488

~~1,345~~45

Continuing investing activities

(~~11,331~~30)

(~~284~~11,080)

Continuing financing activities

(2,~~939~~747)

~~(673)~~2,383

Cash flows from continuing operating activities primarily represent inflows and outflows associated with our continuing operations. Primary activities include net earnings from continuing operations adjusted for non-cash transactions, working capital changes and changes in other assets and liabilities. The year-over-year ~~decrease~~increase in net cash provided by continuing operating activities was primarily driven by anhigher ~~increase~~net earnings and a decrease in working capital balances compared with the prior period. ~~Improved~~Higher ~~cash~~accounts ~~conversion~~payable ~~and~~balances ~~lower inventory levels were~~ more than offset byhigher ~~lower~~ accounts ~~payable~~receivable and inventory balances.

50Cash flows from continuing investing activities primarily represent inflows and outflows associated with long-term assets. Primary activities include capital expenditures, acquisitions, divestitures and proceeds from the sale of fixed assets. During the three months ended March 31, 2025, net cash used in continuing investing activities was $30 million. The primary driver of the outflow related to $63 million of capital expenditures which was partially offset by $36 million cash inflow related to settlement of derivatives. During the three months ended March 31, 2024, net cash used in continuing investing activities was $11.1 billion. The primary driver of the outflow related to the acquisition of the VCS Business, which totaled $10.8 billion, net of cash acquired. Additional investing outflows include $209 million related to settlement of derivatives and $102 million of capital expenditures.

Cash flows from continuing ~~investing~~financing activities primarily represent inflows and outflows associated with ~~long-term~~equity ~~assets.~~or ~~Primary activities include capital expenditures, acquisitions, divestitures and proceeds from the sale of fixed assets~~borrowings. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash used in continuing ~~investing~~financing activities was $112.37 billion. The primary driver of the outflow was related to ~~the~~repurchases ~~acquisition~~ of ~~the~~our ~~VCS~~common ~~Business,~~stock ~~which~~totaling ~~totaled~~ $101.8 3 billion,. ~~net~~In ofaddition, ~~cash~~we ~~acquired.~~made ~~Additional~~long-term ~~investing~~debt ~~outflows~~repayments ~~include~~of $~~187~~1.2 ~~million~~billion ~~related~~and tothe ~~settlement~~payment of ~~derivatives and~~ $~~302~~198 million ofin ~~capital~~dividends ~~expenditures~~to our common shareowners. During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, net cash ~~used~~provided inby continuing ~~investing~~financing activities was $~~284~~2.4 ~~million~~billion. The primary driver of the ~~outflow~~inflow related to ~~$217~~proceeds ~~million~~ of ~~capital~~long-term ~~expenditures.~~debt Inof ~~addition,~~$2.5 webillion ~~settled~~used ~~working~~to ~~capital~~fund ~~and~~the ~~other~~cash ~~transaction-related~~portion ~~items~~of ~~associated with~~ the acquisition of ~~Toshiba~~the ~~Carrier~~VCS ~~Corporation and invested in several businesses~~Business. ~~These~~This ~~amounts~~amount ~~totaled~~was ~~$69 million, net of cash acquired and were~~ partially offset by the ~~proceeds~~outflow ~~from~~related to the ~~sale~~payment of a$159 ~~business~~million ~~during~~in ~~the~~dividends ~~period~~to our common shareowners.

Cash flows from continuing financing activities primarily represent inflows and outflows associated with equity or borrowings. During the nine months ended September 30, 2024, net cash used in continuing financing activities was $2.9 billion. The primary driver of the outflow is due to repayments of long-term debt of $4.5 billion which includes prepayments of the Delayed Draw Facility, redemption of our 5.80% notes due in 2025 and tender offers of approximately $1.0 billion. In addition, we made payments totaling $431 million to repurchase shares of our common stock and dividend payments of $514 million to our common shareowners. These outflows were partially offset by the proceeds of borrowings used to fund the cash portion of the acquisition of the VCS Business. During the nine months ended September 30, 2023, net cash used in continuing financing activities was $673 million. The primary driver of the outflow related to the payment of $465 million in dividends to our common shareowners. In addition, we paid $62 million to repurchase shares of our common stock.38

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in our exposure to market risk during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025. For discussion of our exposure to market risk, refer to the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations – Market Risk and Risk Management" in our ~~2023~~2024 Form 10-K.

Item 4. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we carried out an evaluation under the supervision and with the participation of our management, including the Chairman and Chief Executive Officer ("CEO"), the Senior Vice President and Chief Financial Officer ("CFO") and the Vice President, Controller and Chief Accounting Officer ("CAO") of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our CEO, CFO and CAO have concluded that, as of ~~September~~March 3031, ~~2024~~2025, our disclosure controls and procedures were effective and provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO, CFO and CAO, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the three months ended ~~September~~March 3031, ~~2024~~2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

This Form 10-Q and other materials Carrier has filed or will file with the SEC contain or incorporate by reference statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "outlook," "confident," "scenario" and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax rates and other measures of financial performance or ~~the~~potential ~~Separation~~future plans, strategies or transactions of Carrier, Carrier's plans with respect to our indebtedness and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. ~~These~~For ~~risks~~those ~~and~~statements, ~~uncertainties~~we ~~include,~~claim ~~but~~the ~~are~~protection ~~not~~of ~~limited~~the ~~to,~~safe ~~those~~harbor ~~described~~for ~~above~~forward-looking ~~under~~statements ~~Part~~contained I,in ~~Item~~the 2U.S. ~~Management’s~~Private ~~Discussion~~Securities ~~and~~Litigation ~~Analysis~~Reform Act of ~~Financial~~1995. ~~Condition~~Such risks, uncertainties and ~~Results~~other offactors ~~Operations~~include, without limitation, those described below and under ~~Part~~the ~~II,~~section ~~Item~~titled ~~1A.~~ “Risk Factors,” ~~and~~in ~~other~~our ~~risks~~2024 ~~and~~Form ~~uncertainties~~10-K ~~listed~~and ~~from~~in ~~time~~subsequent toreports ~~time~~that inwe ~~our~~file ~~filings~~ with the SEC., including this quarterly report:

51•the effect of economic conditions in the industries and markets in which Carrier and our businesses operate in the U.S. and globally and any changes therein, including financial market conditions, inflationary cost pressures, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction, the impact of weather conditions, pandemic health issues, natural disasters and the financial condition of our customers and suppliers;

•challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services;

•future levels of capital spending and research and development spending;

•future availability of credit and factors that may affect such availability, including credit market conditions and Carrier's capital structure and credit ratings;

•the timing and scope of future repurchases of Carrier's common stock, including market conditions and the level of other investing activities and uses of cash;

•delays and disruption in the delivery of materials and services from suppliers;

•cost reduction efforts and restructuring costs and savings and other consequences thereof;

•new business and investment opportunities;

•the outcome of legal proceedings, investigations and other contingencies;

•the impact of pension plan assumptions on future cash contributions and earnings;

•the impact of the negotiation of collective bargaining agreements and labor disputes;

•the effect of changes in political conditions in the U.S. and other countries in which Carrier and our businesses operate, including the effect of changes in U.S. trade policies, on general market conditions, global trade policies, the imposition of tariffs, and currency exchange rates in the near term and beyond;

•the effect of changes in tax, environmental, regulatory (including among other things import/export) and other laws and regulations in the U.S. and other countries in which we and our businesses operate;

•the ability of Carrier to retain and hire key personnel;

•the scope, nature, impact or timing of acquisition and divestiture activity, such as our acquisition of the VCS Business and our portfolio transformation transactions, including among other things integration of acquired businesses into existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs;

•a determination by the IRS and other tax authorities that the Distribution or certain related transactions should be treated as taxable transactions; and

•risks associated with current and future indebtedness, as well as our ability to reduce indebtedness and the timing thereof.

The forward-looking statements speak only as of the date of this quarterly report or, in the case of any document incorporated by reference, the date of that document. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information as to factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements is disclosed from time to time in our other filings with the SEC.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Note 19 – Commitments and Contingent Liabilities in the Notes to the accompanying Unaudited Condensed Consolidated Financial Statements for information regarding legal proceedings.

Except as otherwise noted previously, there have been no material developments in legal proceedings. For previously reported information about legal proceedings refer to "Business – Legal Proceedings" in our ~~2023~~2024 Form 10-K.

Item 1A. Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in "Risk Factors" in our ~~2023~~2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about our purchases during the three months ended ~~September~~March 3031, ~~2024~~2025, of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.

	Total Number of Shares Purchased (in 000's)	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of a Publicly Announced Program(in 000's)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
2024
2025
July 1 - July 31	—	$	—	—	$	2,129
January 1 - January 31	10,264	$	68.19	10,264	$	2,487
August 1 - August 31	3,730	$	67.00	3,730	$	1,879
February 1 - February 29	5,771	$	64.60	5,771	$	2,114
September 1 - September 30	2,438	$	74.37	2,438	$	1,697
March 1 - March 31	2,926	$	64.67	2,926	$	1,925
Total	618,~~168~~961	$	6966.9155	618,~~168~~961

(1) Excludes broker commissions.

We may purchase our outstanding common stock from time to time subject to market conditions and at our discretion. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. Since the initial authorization in February 2021, the Company's Board of Directors authorized the repurchase of up $47.1 billion of the Company's outstanding common stock. ~~In October 2024, the Company's Board of Directors approved a $3 billion increase to the Company's existing share repurchase program.~~

Item 5. Other Information

During the three months ended ~~September~~March 3031, ~~2024~~2025, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

ExhibitNumber						Exhibit Description
10.1						~~Settlement~~Schedule ~~and~~of ~~Plan~~Terms ~~Support~~for ~~Agreement,~~Performance ~~dated~~Share asUnit ofAwards ~~October~~(annual) 18granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (rev. February 6, ~~2024~~2025)*+
15						Letter Re: Unaudited Interim Financial Information*
10.2						Schedule of Terms for Restricted Stock Unit Awards (annual) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (February 6, 2025)*+
10.3						Schedule of Terms for Stock Appreciation Right Awards (annual) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (February 6, 2025)*+
10.4						Schedule of Terms for Performance Share Unit Awards (off-cycle) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (rev. February 6, 2025)*+
10.5						Schedule of Terms for Restricted Stock Unit Awards (off-cycle) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (rev. February 6, 2025)*+
10.6						Schedule of Terms for Stock Appreciation Right Awards (off-cycle) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (rev. February 6, 2025)*+
10.7						Form of Award Agreement granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan*+
10.8						Carrier Summary of Compensation and Benefits for Directors (2025-2026 Board Cycle)*+
31.1						Rule 13a-14(a)/15d-14(a) Certification*
31.2						Rule 13a-14(a)/15d-14(a) Certification*
31.3						Rule 13a-14(a)/15d-14(a) Certification*
32						Section 1350 Certifications*
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* (File name: carr-~~20240930~~20250331.xml)
101.SCH						XBRL Taxonomy Extension Schema Document.*(File name: carr-~~20240930~~20250331.xsd)
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.*(File name: carr-~~20240930_cal~~20250331_cal.xml)
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.*(File name: carr-~~20240930_def~~20250331_def.xml)
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.*(File name: carr-~~20240930_lab~~20250331_lab.xml)
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.*(File name: carr-~~20240930_pre~~20250331_pre.xml)
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101

Notes to Exhibits List:

* Filed herewith.

+ Exhibit is a management contract or compensatory plan or arrangement.

** CertainAttached ~~exhibits~~as ~~and~~Exhibit ~~schedules~~101 to this ~~exhibit~~report ~~have~~are ~~been~~the ~~omitted~~following formatted in ~~accordance~~XBRL ~~with~~(Extensible ~~Item~~Business ~~601~~Reporting Language): (ai) Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and 2024, (5ii) Condensed Consolidated Statement of ~~Regulation~~Comprehensive ~~S-K.~~Income ~~The~~(Loss) ~~registrant~~for ~~agrees~~the tothree ~~furnish~~months ~~supplementally~~ended aMarch ~~copy~~31, 2025 and 2024, (iii) Condensed Consolidated Balance Sheet as of ~~all~~March ~~omitted~~31, ~~exhibits~~2025 and ~~schedules~~December 31, to2024, (iv) Condensed Consolidated Statement of Cash Flows for the ~~Securities~~three months ended March 31, 2025 and ~~Exchange~~2024, ~~Commission~~(v) ~~upon~~Condensed ~~its~~Consolidated ~~request~~Statement of Changes in Equity for the three months ended March 31, 2025 and 2024, (vi) Notes to Condensed Consolidated Financial Statements, and (vii) information set forth under Part II, Item 5, tagged as blocks of text.

† Certain portions of this exhibit have been omitted in accordance with Item 601(b)(2)(ii) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.42

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2024 and 2023, (ii) Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023, (iii) Condensed Consolidated Balance Sheet as of September 30, 2024 and December 31, 2023, (iv) Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2024 and 2023, (v) Condensed Consolidated Statement of Changes in Equity for the three and nine months ended September 30, 2024 and 2023, and (vi) Notes to Condensed Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CARRIER GLOBAL CORPORATION(Registrant)
Dated:	~~October~~May 251, ~~2024~~2025	by:	/s/PATRICK GORIS
			Patrick Goris
			Senior Vice President and Chief Financial Officer
			(on behalf of the Registrant and as the Registrant's Principal Financial Officer)
Dated:	~~October~~May 251, ~~2024~~2025	by:	/s/KYLE CROCKETT
			Kyle Crockett
			Vice President, Controller and Chief Accounting Officer
			(on behalf of the Registrant and as the Registrant's Principal Accounting Officer)

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