Carrier Global (CARR) 10-K risk factor changes: FY2023 vs FY2022

- [removed: Climate] [added: Risks associated with climate] change, [added: government,] regulations [added: and incentives] associated with climate change and mitigation efforts could adversely affect our business.

The ability of suppliers to deliver [added: material] parts, components and manufacturing equipment to our manufacturing facilities, and our ability to manufacture without disruption, could affect our business performance.

- Shareowner's percentage of ownership in [removed: Carrier's] [added: our] common stock may be diluted in the future.

- Natural disasters, epidemics or other unexpected events [added: (including those related to COVID-19)] may disrupt our operations, adversely affect our results of operations, cash flows or financial condition, and may not be fully covered by insurance.

[removed: The COVID-19 pandemic has had, and] [added: or labor shortages] could [removed: continue to have, an] [added: have a material] adverse effect on our [removed: business,] [added: reputation, productivity,] financial [removed: condition] [added: condition, cash flows] and results of operations.

[removed: Any of] [added: or an increase in our costs to cover] these [removed: factors] [added: issues that is greater than what we have anticipated,] could have [removed: a material] [added: an] adverse effect on our [removed: business,] [added: reputation, competitive position,] results of operations, cash flows [removed: and] [added: or] financial condition.

Approximately [removed: 45%] [added: 48%] of our net sales for the year ended December 31, [removed: 2022] [added: 2023] are derived from international operations, including U.S. export sales.

Our international sales and operations are also subject to the risks associated with changes in local government regulations and policies regarding investments, employment, taxation, [added: incentives,] foreign exchange and capital controls and the repatriation of earnings.

[removed: Climate] [added: Risks associated with climate] change, [added: government,] regulations [added: and incentives] associated with climate change and mitigation efforts could adversely affect our business.

The effects of climate change, including increased frequency and intensity of [added: extreme] weather conditions and water scarcity, create financial risks to our business.

[added: The effects of climate] change also may impact our decisions to construct new facilities or maintain existing facilities in the areas most prone to physical risks, which could similarly increase our operating and material costs.

Increased public awareness and concern about climate change will likely continue to: (1) generate more international, regional and/or national requirements to curtail the use of high global warming potential refrigerants (e.g. the Kigali Amendment to the Montreal Protocol and the American Innovation and Manufacturing ("AIM") Act of 2020, which are essential to many of our products); (2) increase building energy and cold chain efficiency; [removed: and] (3) cause a shift away from the use of fossil fuels as an energy source, including natural gas [removed: prohibitions.][added: prohibitions; and (4) lead to the adoption of additional rules and regulations surrounding public disclosures relating to greenhouse gas emissions, including those recently adopted in California and the European Union.]

The inconsistent international, regional and/or national requirements associated with climate change regulations, such as the U.S. [removed: re-entrance] [added: re-entry] into the Paris Climate Agreement, also create economic and regulatory uncertainty.

There is also regulatory and budgetary uncertainty associated with government incentives, which, if [removed: discontinued,] [added: discontinued or materially reduced,] could adversely impact the demand for energy-efficient buildings and [added: homes and] could increase costs of compliance.

Our business has been and may again in the future be impacted by disruptions to our or third-party [added: providers’] IT infrastructure, which have resulted and could in the future result from (among other causes) cyber-attacks, infrastructure failures or compromises to our physical security.

Cyber-based risks are evolving and include attacks: (i) on our IT [removed: infrastructure] [added: infrastructure;] (ii) targeting the security, integrity and/or availability of hardware and software; (iii) [removed: on] [added: exploiting weaknesses or vulnerabilities in our products, or capturing] information installed, stored or transmitted in our products (including after the purchase of those products and when they are installed [added: into, or] into [added: environments using,] third-party products); and (iv) on facilities or similar infrastructure.

As a result, we could potentially experience: (i) production downtimes; (ii) operational delays or other detrimental impacts on our operations; (iii) destruction or corruption of [added: our] data [removed: (our] [added: (or data at] or [removed: third party);] [added: third-party providers);] (iv) security breaches; (v) manipulation or improper use of our or third-party systems, networks or products; and (vi) financial losses from remedial actions, loss of business, liability, penalties, fines and/or damage to our [removed: reputation—any] [added: reputation, any] of which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

[removed: The Company's] [added: Our] intellectual property rights are important to our business and include numerous patents, trademarks, copyrights, trade secrets, proprietary technology, technical data, business processes and other confidential information.

[removed: We also rely on nondisclosure] agreements, IT security systems and other measures to protect certain customer and supplier information and intellectual property that we have in our possession or to which we have access.

Because [removed: not all of our business arrangements provide for guaranteed supply and] some key parts may be available only from a single supplier or a limited group of suppliers, we are subject to supply and pricing risk.

In addition, other issues with suppliers (such as capacity constraints, quality issues, consolidations, closings or bankruptcies), price increases, raw material shortages, [added: regulatory limitations,] or the decreased availability of trucks and other delivery services could also have a material adverse effect on our ability to meet our commitments to customers or increase our operating costs.

[removed: This disruption] [added: Periodic disruptions in our supply chains] has resulted, and may continue to result, in sufficient inventory not being available in a timely manner or during the appropriate season as well as higher freight and other logistic costs, including increased carrier rates, which could have a material adverse effect on our business.

We use various tactical and strategic actions to mitigate our raw material and supply chain risks and challenges, including consolidating commodity purchases, locking in prices of expected purchases of certain raw materials, [added: dual sourcing, increasing regionalization,] proactive engagement with suppliers and our workforce and dynamic management of freight costs and availability.

However, these efforts [added: may be unsuccessful or] could cause us to pay higher prices for a commodity when compared with the market price at the time the commodity is actually purchased or delivered.

Our operations and those of our suppliers are subject to disruption for a variety of reasons, including [removed: COVID-19-related] [added: COVID-19 or other health-related] supplier plant shutdowns or slowdowns, transportation delays, work stoppages, labor relations, [added: changes in laws or regulations,] governmental regulatory and enforcement actions, intellectual property claims against suppliers, financial issues such as [added: a] supplier bankruptcy, IT [removed: failure] [added: failures] and hazards such as fire, earthquakes, flooding or other natural disasters.

[removed: Such disruption has in the] past and could in the future interrupt our ability to manufacture certain products.

Moreover, regulatory changes, inclusive of those aimed at addressing climate change and its impacts, may [added: render our products and technologies non-compliant and may subject us to operational, compliance and reputational risks.]

See Note 10 – Employee Benefit Plans to the accompanying Notes to the Consolidated Financial Statements in this Annual Report [removed: on Form 10-K] for additional discussion on pension plans and related obligations and contingencies.

If certain of our product and service offerings do not meet applicable safety standards – which has been the case – or our customers’ expectations regarding safety or quality, we can [added: experience] and have experienced [added: previously,] lost sales and increased costs and we can [added: be exposed,] and have [added: previously] been [removed: exposed] [added: exposed,] to legal, financial and reputational risks.

In addition, when our products fail to perform as expected, we [removed: are] [added: have been, and may in the future be,] exposed to warranty, product liability, personal injury and other claims.

We are subject to a variety of litigation, legal and compliance risks including, without limitation, claims, lawsuits and/or regulatory enforcement actions relating to breach of contract, cybersecurity and data privacy, employment and labor, environmental and employee health and safety matters, global chemical compliance, intellectual property rights, personal injury, product safety and taxes as well as anti-corruption, competition and securities laws and other laws governing improper [removed: business practices.]

These restrictions may also increase [removed: Carrier’s] [added: our] legal obligations regarding remediation of its current and legacy operational sites.

For a description of material legal proceedings and regulatory matters, see the section entitled "Legal Proceedings" and Note 23 – Commitments and Contingent Liabilities in the accompanying Notes to the Consolidated Financial Statements in this Annual [removed: Report on Form 10-K.][added: Report.]

Such investigations often take years to complete and could result in administrative, civil or criminal liabilities, including repayments, fines, treble and other damages, forfeitures, restitution or [removed: penalties, or could lead to suspension or debarment of U.S. government contracting or of export privileges.]

In the past several years, we have acquired consolidated and minority-owned businesses in an effort to complement and expand our [removed: business.][added: business, including the acquisition of the VCS Business, which we completed on January 2, 2024.]

[removed: For example, we may incur unanticipated costs, expenses or other liabilities, or reduced sales, as a result of an acquisition’s violation of applicable laws, such as the FCPA or other anti-corruption laws outside of the U.S.] We also may incur [removed: –] [added: -] and have incurred [removed: –] [added: -] unanticipated costs or expenses, including asset impairment and other charges and expenses associated with [removed: eliminating duplicate facilities,] litigation and other liabilities.

[removed: Additionally, we] [added: We ultimately] may not [removed: realize –] [added: realize,] and have sometimes not [removed: realized –] [added: realized,] the degree or timing of benefits [added: or cost synergies] we anticipate when we first enter into a transaction.

[removed: In addition,] [added: Additionally,] accounting requirements relating to business combinations, including the requirement to expense certain acquisition costs as incurred, may cause us to incur greater earnings volatility and generally lower earnings subsequent to periods in which we acquire new businesses.

[removed: Our] [added: These and other] divestitures may result in continued financial exposure to the divested businesses, such as through guarantees, other financial arrangements, continued supply and services arrangements or through the retention of liabilities, such as for environmental and product liability claims.

The success of future acquisitions, divestitures and joint ventures will depend on the satisfaction of conditions precedent to such [removed: transactions and the timing of consummation of such] transactions, which will depend in part on the ability of the parties to secure any required regulatory approvals in a timely manner, among other things.

Servicing our indebtedness requires a significant amount of cash, and the terms of our current indebtedness, and the terms of any future indebtedness may restrict the activities of the company.

As global regulatory reporting obligations continue to emerge and evolve, we strive to align our

environmental, social and governance disclosures to global reporting requirements, standards, and best practices.

To the extent that reporting gaps exist as reporting standards change over time, this could result in increased compliance costs and risks.

Any disruption to our business arising from such issues,

These risks are heightened by the increasingly connected nature of our products and services as we continue to focus on providing digitally-enabled lifecycle solutions to our customers, including due to the use of third-party products to connect these products and services to the internet, which may be subject to additional vulnerabilities beyond our control.

In connection with these acquisitions, we have in the past incurred, and expect to incur in the future, significant costs, including in connection with the integration of such businesses.

For example, in connection with the integration of the VCS Business, we incurred transaction fees and costs related to formulating integration plans, we expect to incur a number of non-recurring costs associated with achieving cost synergies in connection with the acquisition, and the execution of our integration plans may lead to additional unanticipated costs, including costs related to employee retention, redeployment, relocation or severance fees, as well as costs necessary to maintain employee morale and to attract, motivate or retain management personnel and other key employees.

Furthermore, integrating a business, including the VCS Business, may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; managing the expenses and operational challenges of the integration process; consolidating corporate and administrative infrastructures; coordinating geographically separate organizations; loss of customers, distributors, suppliers, and other business partners of the acquired business; unanticipated issues in integrating information technology, communications, internal controls and other systems; as well as potential unknown liabilities and unforeseen expenses related to integration.

In addition, in connection with certain acquisitions including the acquisition of the VCS Business, we have disclosed and may from time to time disclose, unaudited pro forma financial information.

This pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the acquisition been completed on the dates indicated therein.

Further, our actual results and financial position may differ materially and adversely from the unaudited pro forma financial information, including due to certain adjustments made by our management, and due to changes between preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed, and the final acquisition accounting.

On April 25, 2023, we announced plans to exit our Fire & Security and Commercial Refrigeration businesses over the course of 2024.

On December 8, 2023, we announced entry into a definitive agreement to sell our global security business and on December 13, 2023, we announced the entry into a definitive agreement to sell our global commercial refrigeration business.

We have significant indebtedness, as well as unused borrowing capacity, and we may incur additional debt in the future.

Servicing our indebtedness requires a significant amount of cash, and the terms of our current indebtedness, and the terms of any future indebtedness may restrict the activities of the company.

As of December 31, 2023, we had approximately $14.3 billion in aggregate principal amount of outstanding indebtedness, including debt incurred to close the acquisition of the VCS Business on January 2, 2024.

Although not expected, we may also incur additional indebtedness in the future, including via issuance of commercial paper, under either our Revolving Credit Facility or under the Revolver.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive, regulatory factors, and other factors beyond our control.

If we are unable to generate the necessary cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive.

Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time.

We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

In addition, some of the agreements governing our indebtedness require that we not exceed a maximum consolidated total leverage ratio and contain certain customary events of default, including related to changes of control.

As of the date of this report, we were in compliance with the covenants under the agreements governing our outstanding indebtedness.

Our ability to comply with such restrictions and covenants, some of which have already been amended as described above, may be affected by events beyond our control.

If we breach any of these restrictions or covenants and do not obtain a waiver from the lenders or holders, as applicable, then, subject to the applicable cure periods and conditions, any outstanding indebtedness could be declared immediately due and payable.

Apart from these covenants, neither we nor any of our subsidiaries are restricted from incurring additional unsecured debt or liabilities, and to the extent that we incur additional indebtedness, the foregoing risks could increase.

We also rely on nondisclosure

Such disruption has in the

Any such work stoppages (or potential work stoppages)

business practices.

penalties, or could lead to suspension or debarment of U.S. government contracting or of export privileges.

This risk may be exacerbated by our recent and any future acquisitions, including as a result of additional indebtedness that we incurred in connection with our recent acquisition of the VCS Business.

The indemnities from

analysts’ estimates of our financial performance or lack of research coverage and reports by industry analysts; (9) action by institutional shareowners or other large shareowners; (10) failure to meet any financial guidance given by us or any change in any financial guidance given by us, or changes by us in our financial guidance practices; (11) announcements by us of significant impairment charges; (12) speculation in the press or investment community; (13) investor perception of us and our industry; (14) changes in market valuations or earnings of similar companies; (15) announcements by us or our competitors of significant contracts, acquisitions, dispositions or strategic partnerships; (16) war or terrorist acts; (17) any future sales of our common stock or other securities; (18) additions or departures of key personnel; (19) failure to achieve any of our environmental, social or governance goals; and (20) other risk factors discussed in this "Risk Factors" section or in our other filings from time to time with the SEC.

Additionally, in connection with our acquisition of the VCS Business, we issued 58,608,959 shares of our common stock to Viessmann, with which we entered into an Investor Rights Agreement that provides for, among other things, customary resale, demand and piggyback registration rights.

While the Investor Rights Agreement also provides that, for the time periods specified therein, Viessmann and its affiliates are subject to customary standstill, lockup and transfer restrictions, registration of the shares of common stock held by Viessmann will permit those shares to be sold into the public market, once eligible to be disposed of pursuant to the Investor Rights Agreement.

This risk may be exacerbated as a result of our acquisitions, including our recent acquisition of the VCS Business, which is dependent on the experience and industry knowledge of its management personnel and other key employees to execute our business plans for the acquired business.

Our success after completion of such acquisition will depend in part upon our ability to attract, motivate and retain key management personnel and other key employees within the acquired business, and current and prospective employees of the acquired business may experience uncertainty about their roles, which may have an adverse effect on the acquired business's ability to attract, motivate or retain management personnel and other key personnel.

- Our business, financial condition and results of operations have been and may continue to be adversely affected by COVID-19.

- We incurred debt obligations, and we may incur additional debt obligations in the future, which could adversely affect our business and profitability and our ability to meet other obligations.

Our business, financial condition and results of operations have been and may continue to be adversely affected by COVID-19.

The global outbreak of COVID-19 in 2020 severely constrained economic activity and caused a significant contraction in the global economy.

In response to this outbreak, governments took preventive or protective actions, including imposing restrictions on business operations and travel.

Governments also implemented economic stabilization efforts and other measures to mitigate the economic effects of the outbreak; however, the effectiveness and continuation of those measures remains uncertain.

The pandemic resulted in widespread and extended or partial shutdowns and other restrictions on the operations of non-essential businesses, specifically due to resurgence in cases and the spread of variants, including construction, hospitality venues, offices and travel.

The nature and extent of the continuing impact of COVID-19 on our business, financial condition and results of operations is uncertain and will depend on future developments, including the emergence, severity and spread of COVID-19 variants.

Nonetheless, further prolonged closures and restrictions throughout the world due to a resurgence of COVID-19 cases and decreases in the general level of economic activity may again disrupt our operations and the operations of our suppliers, distributors and customers.

As a result of the foregoing, the pandemic and its impact have also affected and could continue to affect our ability to obtain necessary raw materials and parts, ship finished products to customers, the ability of our customers to pay for our products and services and to obtain financing for significant purchases and operations, which could result in a decrease and/or cancellation of orders and/or payment delays or defaults.

The COVID-19 pandemic has impacted our supply chain as we experienced disruptions or delays in shipments of certain materials or components of our products.

Facility closures or other restrictions could materially adversely affect our ability to adequately staff, supply or otherwise maintain our operations.

Further, such conditions may also adversely affect our supply base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy, which could impact our ability to fulfill orders on time or at the anticipated cost.

We also may be required to raise additional capital in the future and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our results of operations and our credit ratings.

There is no guarantee that financing will be available in the future to fund our obligations, or that it will be available on terms consistent with our expectations.

In addition, labor shortages due to prolonged illness or quarantine or an increase in the cost of labor could adversely affect our profit margins and results of operations.

Recovery from the COVID-19 pandemic and related economic impact may be slowed or reversed by a variety of factors.

In addition, even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its global economic impact.

Further, many of the factors discussed under Risk Factors in this Form 10-K are, and we anticipate will continue to be further, heightened or exacerbated by the impact of the COVID-19 pandemic.

The effects of climate

We have experienced cyber-based attacks and, due to the evolving threat landscape, may continue to experience them going forward, potentially with more frequency or severity.

Any disruption to our business arising from such issues, or an increase in our costs to cover these issues that is greater than what we have anticipated, could have an adverse effect on our reputation, competitive position, results of operations, cash flows or financial condition.

Additionally, during 2021 and 2022, we have experienced multiple disruptions to our supply chain.

For example, we expect to continue to be impacted by the following supply chain issues, due to factors largely beyond our control: a global shortage of semi-conductors, a strain on raw materials and cost inflation, all of which could escalate in the future.

render our products and technologies non-compliant and may subject us to operational, compliance and reputational risks.

Any such work stoppages (or potential work stoppages) or labor shortages could have a material adverse effect on our reputation, productivity, financial condition, cash flows and results of operations.

We may encounter – and have encountered – difficulties in integrating acquired businesses with our operations, establishing internal controls at these acquired businesses, or in managing strategic investments.

We incurred debt obligations, and we may incur additional debt obligations in the future, which could adversely affect our business and profitability and our ability to meet other obligations.

As of December 31, 2022, we had approximately $8.8 billion in aggregate principal amount of outstanding indebtedness.

In addition, the Revolving Credit Facility and the Japanese Term Loan Facility (both defined subsequently) require that we not exceed a maximum consolidated total leverage ratio*.* If we breach a restrictive covenant under any of our indebtedness, or an event of default occurs in respect of any of our indebtedness, our lenders may be entitled to declare all amounts owing in respect thereof to be immediately due and payable.

To the extent that we incur additional indebtedness, the foregoing risks could increase.

Our cash flows from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance our debt.

dispositions or strategic partnerships; (16) war or terrorist acts; (17) any future sales of our common stock or other securities; (18) additions or departures of key personnel and (19) failure to achieve any of our environmental, social or governance goals.

Carrier and our directors and officers.

will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective.

Carrier Global Corporation [added: ("we" or "our")] is [removed: the leading] [added: a] global [removed: provider of healthy, safe, sustainable and] [added: leader in] intelligent [removed: building] [added: climate] and [removed: cold chain] [added: energy] solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to our customers.

Our portfolio includes industry-leading brands such as Carrier, Toshiba, Automated Logic, Carrier Transicold, Kidde, Edwards and LenelS2 that offer innovative [removed: HVAC,] [added: heating, ventilating and air conditioning ("HVAC"),] refrigeration, fire, security and building automation technologies to help make the world safer and more comfortable.

On February 6, 2022, we entered into a binding agreement to acquire a majority ownership interest in [removed: TCC,] [added: Toshiba Carrier Corporation ("TCC"),] a [removed: VRF] [added: variable refrigerant flow ("VRF")] and light commercial HVAC joint venture between Carrier and Toshiba Corporation.

On July 26, 2021, we entered into a stock purchase agreement to sell our Chubb [added: Fire & Security] business [added: ("Chubb")] to [removed: APi.][added: APi Group Corporation ("APi").]

On January 3, 2022, we completed the [added: sale of] Chubb [removed: Sale] [added: (the "Chubb Sale")] for net proceeds of $2.9 billion and recognized a gain on the sale of $1.1 billion during the year ended December 31, 2022.

This discussion summarizes the significant factors affecting our consolidated results of operations, financial condition and liquidity for the year ended December 31, [removed: 2022] [added: 2023] compared with December 31, [removed: 2021.][added: 2022.]

This discussion should be read in conjunction with Item 8, the Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements in this Annual [removed: Report on Form 10-K.][added: Report.]

A detailed discussion of the year ended December 31, [removed: 2021] [added: 2022] compared with December 31, [removed: 2020] [added: 2021] is not included herein and can be found in the Management's Discussion and Analysis of Financial Condition and Results of Operations section in the Company's [removed: 2021] [added: 2022] Annual [removed: Report on Form 10-K,] [added: Report,] filed with the SEC on February [removed: 8, 2022,] [added: 7, 2023,] under the heading "Results of Operations," which is incorporated herein by reference.

Year Ended December 31, [removed: 2022] [added: 2023] Compared with Year Ended December 31, [removed: 2021][added: 2022]

Prior to the acquisition, we [added: previously] accounted for our minority ownership in TCC under the equity method of accounting and recognized our portion of earnings within *Equity method investment in net earnings* as part of operating expenses.

| (In millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Period Change | | | | | | % Change | | | | | | | | |

| Net sales | | | $ | [removed: 20,421] [added: 22,098] | | | | | $ | [removed: 20,613] [added: 20,421] | | | | | [removed: $] | [removed: (192)] | | | | | [removed: (1)] | | [removed: %] | | | | | | |

| Cost of products and services sold | | | [removed: (14,957)] [added: (15,715)] | | | | | | [removed: (14,633)] [added: (14,957)] | | | | | | [removed: (324)] | | | | | | [removed: 2] | | [removed: %] | | | | | | |

| [removed: Gross margin] [added: Gross margin] | | | [removed: 5,464] [added: $] | [added: 6,383] | | | | | [removed: 5,980] [added: $] | [added: 5,464] | | | | | [removed: (516)] | | | | | | [removed: (9)] | | [removed: %] | | | | | | |

| [removed: Operating expenses | | | (949) | | | | | | (3,335) | | |] [added: Operating expenses] | | | [removed: 2,386] [added: $] | [added: (4,087)] | | | | | [removed: (72)] [added: $] | [added: (949)] | [removed: %] | | | | | | |

| Operating profit | | | [removed: 4,515] [added: 2,296] | | | | | | [removed: 2,645] [added: 4,515] | | | | | | [removed: 1,870] [added: (2,219)] | | | | | | [removed: 71] [added: (49)] | | % | | | | | | |

| Non-operating income (expense), net | | | [removed: (223)] [added: (212)] | | | | | | [removed: (245)] [added: (223)] | | | | | | [removed: 22] [added: 11] | | | | | | [removed: (9)] [added: (5)] | | % | | | | | | |

| Income from operations before income taxes | | | [removed: 4,292] [added: 2,084] | | | | | | [removed: 2,400] [added: 4,292] | | | | | | [removed: 1,892] [added: (2,208)] | | | | | | [removed: 79] [added: (51)] | | % | | | | | | |

| Income tax expense | | | [removed: (708)] [added: (644)] | | | | | | [removed: (699)] [added: (708)] | | | | | | [removed: (9)] [added: 64] | | | | | | [removed: 1] [added: (9)] | | % | | | | | | |

| Net income from operations | | | [removed: 3,584] [added: 1,440] | | | | | | [removed: 1,701] [added: 3,584] | | | | | | [removed: 1,883] [added: (2,144)] | | | | | | [removed: 111] [added: (60)] | | % | | | | | | |

| Less: Non-controlling interest in subsidiaries' earnings from operations | | | [removed: 50] [added: 91] | | | | | | [removed: 37] [added: 50] | | | | | | [removed: 13] [added: 41] | | | | | | [removed: 35] [added: 82] | | % | | | | | | |

| Net income attributable to common shareowners | | | $ | [removed: 3,534] [added: 1,349] | | | | | $ | [removed: 1,664] [added: 3,534] | | | | | $ | [removed: 1,870] [added: (2,185)] | | | | | [removed: 112] [added: (62)] | | % | | | | | | |

For the year ended December 31, [removed: 2022,] [added: 2023,] *Net sales* was [removed: $20.4] [added: $22.1] billion, [removed: a 1% decrease] [added: an 8% increase] compared with the same period of [removed: 2021.][added: 2022.]

| | | | [added: | | | 2023 | | | | | |] 2022 | | | | | | [added: | | |]

| Organic / Operational | | | [removed: 8] [added: 3] | | % | | | |

| Foreign currency translation | | | [removed: (3)] [added: 1] | | % | [removed: | | |]

| Acquisitions and divestitures, net | | | [removed: (6)] [added: 5] | | % | | | |

| Total % change | | | [removed: (1)] [added: 8] | | % | | | |

Organic sales for the year ended December 31, [removed: 2022] [added: 2023] increased by [removed: 8%] [added: 3%] compared with the same period of [removed: 2021.][added: 2022.]

The organic increase was primarily driven by our HVAC segment due to [added: improved global end-markets in our Commercial HVAC business and] pricing improvements in our North America residential and light commercial [removed: business and improved global end-markets in our Commercial HVAC] business.

For the year ended December 31, [removed: 2022,] [added: 2023,] gross margin was [removed: $5.5] [added: $6.4] billion, a [removed: 9% decrease] [added: 17% increase] compared with the same period of [removed: 2021.][added: 2022.]

| (In millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | [removed: 20,421] [added: 22,098] | | | | | $ | [removed: 20,613] [added: 20,421] | | | | | [added: $] | [added: 1,677] | | | | | [added: 8] | | [added: %] | | | | | | |

| Cost of products and services sold | | | [removed: (14,957)] [added: (15,715)] | | | | | | [removed: (14,633)] [added: (14,957)] | | | | | | [added: (758)] | | | | | | [added: 5] | | [added: %] | | | | | | |

| [removed: Gross margin] [added: Gross margin] | | | [removed: $] [added: 6,383] | [removed: 5,464] | | | | | [removed: $] [added: 5,464] | [removed: 5,980] | | | | | [added: 919] | | | | | | [added: 17] | | [added: %] | | | | | | |

| Percentage of net sales | | | [removed: 26.8] [added: 28.9] | | % | | | | [removed: 29.0] [added: 26.8] | | % | | | | | | | | | | | | | | | | | | |

Gross margin [removed: decreased] [added: increased] by [removed: $516] [added: $919] million compared with the year ended December 31, [removed: 2021.][added: 2022.]

[removed: In addition, each of our segments continue to be impacted] [added: These amounts were partially offset] by the higher cost of commodities and components used in our [removed: products,] [added: products and] certain supply chain [removed: constraints and higher freight costs.][added: constraints.]

[removed: However, these impacts were partially offset by] [added: A main driver of the increase related to] ongoing customer demand, pricing improvements and our continued focus on productivity initiatives.

[removed: Although pricing improvements more than offset inflationary impacts and supply chain challenges, gross] [added: Gross] margin as a percentage of *Net sales* [removed: decreased] [added: increased] by [removed: 220] [added: 210] basis points compared with the same period of [removed: 2021.][added: 2022.]

Planned Portfolio Transformation

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 for total consideration of $14.2 billion.

On April 25, 2023, we announced plans to exit our Fire & Security and Commercial Refrigeration businesses over the course of 2024.

On December 7, 2023, we entered into a stock purchase agreement to sell our Fire and Security Access Solutions business to Honeywell International Inc. for an enterprise value of approximately $4.95 billion.

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.

Both transactions are expected to close 2024.

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, has indicated that it intends to use the bankruptcy process to explore strategic alternatives, including the sale of KFI as a going concern.

KFI has further stated that, during the Chapter 11 process, KFI expects that there will be no significant interruptions to its business operations.

As of the petition date, KFI was deconsolidated and its respective assets and liabilities were derecognized from our Consolidated Financial Statements.

| | | | | | | | | |

In addition, our Fire & Security segment benefited from price improvements and volume growth in each region.

However, results in our Refrigeration segment decreased due to lower volumes in commercial refrigeration and container end-markets.

As of May 14, 2023, we no longer controlled KFI as their activities are subject to review and oversight by the bankruptcy court.

Therefore, KFI was deconsolidated and their respective assets and liabilities were derecognized from our Consolidated Financial Statements.

The deconsolidation had a 1% impact on *Net sales* during the year ended December 31, 2023 and is included in Acquisitions and divestitures, net.

In addition, operating results associated with TCC further benefited gross margin during the year.

Although inflationary cost pressures have begun to moderate, they remain elevated and continue to impact the cost of products and services sold in each of our segments.

The increase is primarily due to higher compensation, commissions and other employee-related costs during the current period.

In addition, incremental selling, general and administrative expenses associated with TCC further contributed to the increase.

The current year also included $220 million of acquisition and divestiture-related costs compared with $31 million during the year ended December 31, 2022.

The decrease was partially offset by a $16 million benefit recognized in connection with a favorable tax ruling at a minority owned joint venture.

During the year ended December 31, 2022, pre-acquisition equity earnings of TCC totaled $87 million which included a $27 million gain on the sale of two minority owned subsidiaries.

entity's functional currency and hedging-related activities.

In connection with the proposed acquisition of the VCS Business, we recognized a $96 million loss during the year ended December 31, 2023 on the mark-to-market valuation of our window forward contracts associated with the expected cash outflows of the Euro-denominated purchase price.

In addition, we recognized a loss of $297 million on the deconsolidation of KFI due to its Chapter 11 filing.

Prior period results also included a $22 million charge resulting from a litigation matter and a $7 million gain on the sale of our interest in a cost method investment reported within our Refrigeration segment.

In connection with the proposed acquisition of the VCS Business, we entered into several financing arrangements and capitalized $105 million of deferred financing costs during 2023.

As a result, we amortized $55 million of deferred financing costs in *Interest expense*, of which $47 million related to our senior unsecured bridge term loan facility (the "Bridge Loan").

The increase was primarily driven by a net tax charge of $90 million relating to the re-organization and disentanglement of CCR and certain Fire & Security industrial businesses in advance of the planned divestitures and a deferred tax charge of $65 million related to basis differences in certain companies presented as held-for-sale.

In addition, the effective tax rate was impacted by the recognition of a deferred tax liability for withholding tax of $33 million on repatriated foreign earnings, non-deductible divestiture-related costs and a non-deductible loss of $96 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.

The unfavorable impact of the above items is partially offset by a $53 million tax benefit recorded from the announced KFI bankruptcy and deconsolidation and $49 million of foreign tax credit generated and utilized in 2023.

The decrease was driven by a lower effective tax rate on the $705 million non-cash gain resulting from the recognition of our

The business grew in all regions including Europe and Asia as current economic conditions and inflationary cost pressures improved compared with the prior year.

On August 1, 2022, we acquired a majority ownership interest in TCC, a VRF and light commercial HVAC joint venture between Carrier and Toshiba Corporation.

| Amortization of acquired intangibles | | | (4) | | % |

These benefits more than offset the higher cost for commodities and components used in our products.

Upon closing, Toshiba Corporation retained a 5% ownership interest in TCC.

Supply Chain Challenges

The ongoing global economic recovery from the COVID-19 pandemic has caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages and transportation delays.

As a result, we have incurred incremental costs for commodities and components used in our products as well as component shortages that have negatively

impacted our sales and results of operations.

We expect that these challenges will continue to have an impact on our businesses for the foreseeable future.

We continue to take proactive steps to limit the impact of these challenges and are working closely with our suppliers to ensure availability of products and implement other cost savings initiatives.

In addition, we continue to invest in our supply chain to improve its resilience with a focus on automation, dual sourcing of critical components and localized manufacturing when feasible.

To date, there has been limited disruption to the availability of our products, though it is possible that more significant disruptions could occur if these supply chain challenges continue.

Russia's Invasion of Ukraine

In February 2022, Russian forces initiated a military action against Ukraine.

As a result, the European Union, the United States, the United Kingdom and other countries have imposed sanctions that have increased global economic and political uncertainty.

We operated in Russia through a Russia-based subsidiary and a joint venture which represented less than 1% of our total assets and revenue.

On March 10, 2022, we announced that we were suspending business operations in Russia, honoring existing contractual obligations in a manner that fully complies with all sanctions and trade controls imposed.

As of December 31, 2022, we have ceased all operations in Russia.

While neither Russia nor Ukraine constitute a material portion of our business, the conflict could lead to disruption, instability and volatility in global markets and industries that could negatively impact our results of operations.

We continue to monitor the evolving impacts of this conflict and its effect on the global economy and geopolitical landscape.

Impact of the COVID-19 Pandemic

In early 2020, the World Health Organization declared the outbreak of a respiratory disease known as COVID-19 as a global pandemic.

In response, many countries implemented containment and mitigation measures to combat the outbreak, which severely restricted the level of economic activity and caused a significant contraction in the global economy.

As a result, we took several preemptive actions to manage liquidity, preserve the health and safety of our employees and customers as well as maintaining the continuity of our operations.

The preparation of financial statements requires management to use judgments in making estimates and assumptions based on the relevant information available at the end of each period, which can have a significant effect on reported amounts.

However, due to significant uncertainty surrounding the pandemic, including a resurgence in cases and the spread of COVID-19 variants, management's judgments could change.

While our results of operations, cash flows and financial condition could be negatively impacted, the extent of any continuing impact cannot be estimated with certainty at this time.

As a result of the Chubb Sale, we do not have any remaining ownership interest in Chubb and no longer consolidate Chubb in our financial statements as of January 3, 2022.

Therefore, this Management’s Discussion and Analysis of Financial Condition and Results of Operations only includes the financial results of Chubb in periods prior to the date of sale.

As a result, prior period results may not be comparable to the current period.

We continue to benefit from the demand for energy-efficient, digital products and healthy building solutions.

In addition, pricing improvements more than offset inflationary impacts in each of our segments.

Refrigeration results were flat as each of the segment's businesses experienced challenges in certain end markets during the second half of the year.

Pricing improvements in our Fire & Security segment were the primary driver of growth compared with the prior year while supply chain and logistics constraints continue to be challenging.

A main driver of the decrease related to incremental costs of products and services sold associated with TCC since the date of acquisition, which included inventory step-up, backlog amortization and intangible asset amortization resulting from the recognition of acquired assets at fair value.

These costs had a 50 basis point impact on gross margin as a percentage of *Net sales*.

The decrease is primarily due to the Chubb Sale on January 3, 2022.

In addition, lower restructuring charges and the benefit provided by changes in the fair value of cash-settled equity awards further contributed to the decrease.

These amounts were partially offset by incremental selling, general and administrative expenses associated with TCC since the date of acquisition and $31 million of acquisition-related costs.

The year ended December 31, 2021 included $43 million of costs related to the Chubb Sale and $20 million of costs related to the Separation.

The increase was primarily related to a $27 million gain on the sale of two minority owned subsidiaries by one of our joint ventures.

In addition, higher earnings in HVAC joint ventures in Asia and North America further benefited earnings.

During the year ended December 31, 2021, we incurred a make-whole premium of $17 million and write-off of $2 million of unamortized deferred financing costs as a result of the redemption of our $500 million 1.923% Notes originally due in February 2023.

There has been no significant change in our exposure to market risk for the year ended December 31, [removed: 2022.][added: 2023.]

We do not have commodity hedge contracts in place at December 31, [removed: 2022.][added: 2023.]

In connection with the acquisition of the VCS Business, 80% of the Euro-denominated purchase price was paid in cash to Viessmann on January 2, 2024.

As a result, the purchase price was exposed to exchange rate movements in relation to our reporting currency, the U.S. dollar.

To mitigate the foreign currency risk of the cash outflow, we entered into window forward contracts.

Changes in the fair value of the window forward contracts are reported in *Other income (expense), net* in the accompanying Consolidated Statement of Operations.

Carrier Global Corporation [removed: is] [added: ("we" or "our" or] the [removed: leading] [added: "Company") is a] global [removed: provider of healthy, safe, sustainable and] [added: leader in] intelligent [removed: building] [added: climate] and [removed: cold chain] [added: energy] solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to our customers.

For the year ended December 31, [removed: 2022,] [added: 2023,] our net sales were [removed: $20.4] [added: $22.1] billion and our operating profit was [removed: $4.5] [added: $2.3] billion.

Our net sales for [removed: 2022] [added: 2023] were derived from the Americas [removed: (60%),] [added: (58%),] Europe, Middle East and Africa ("EMEA") [removed: (23%)] [added: (22%)] and Asia-Pacific [removed: (17%).][added: (20%).]

Our international operations, including U.S. export sales, represented approximately [removed: 45%] [added: 48%] of our net sales for [removed: 2022.][added: 2023.]

During the same period, new equipment comprised [removed: 77%] [added: 76%] and parts and service comprised [removed: 23%] [added: 24%] of our net sales.

[removed: ][added: ]

On April 3, 2020 (the "Distribution Date"), United Technologies Corporation, [added: ("UTC"),] since renamed [removed: Raytheon Technologies] [added: RTX] Corporation [removed: ("UTC")] [added: ("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 [removed: shareowners.][added: shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date of the Distribution.]

In addition, we entered into several agreements with UTC and Otis Worldwide Corporation ("Otis") that govern various aspects of the relationship among us, UTC and Otis following the Separation and [removed: the] Distribution.

As of December 31, [removed: 2022,] [added: 2023,] only [added: certain portions of] the Tax Matters Agreement ("TMA") [removed: remains] [added: remain] in effect.

Our business strategy is to be [removed: the world] [added: a global] leader in [removed: healthy, safe, sustainable and] intelligent [removed: building] [added: climate] and [removed: cold chain] [added: energy] solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to our customers.

[removed: We believe our strategy is supported by a variety of] favorable secular trends, including health and wellness, sustainability, [removed: digitalization] [added: digitalization, decarbonization, energy transition] and a growing middle class.

[removed: Strengthen and Grow our Core.] Our strategy involves driving organic growth in part by maintaining our proven track record of innovation, which is focused on designing smarter, more connected and more sustainable systems and solutions.

[removed: Increase Product Extensions and Geographic Coverage.] Our strategy involves leveraging our global operations, the strength of our iconic, industry-leading brands and our success in creating valuable partnerships to focus on targeted expansion into new locations and channels where we believe that we can drive profitable growth.

In addition, [removed: we launched] Carrier Ventures, [removed: a] [added: our] global venture capital [removed: group which] [added: wholly-owned subsidiary,] focuses on investments to accelerate the development of sustainable innovations and disruptive technologies to transform future building and cold chain management.

[removed: The group] [added: It] engages in strategic partnerships with high growth organizations as they invest in the development of technologies to innovate and commercialize the next generation of [removed: differentiated net zero solutions.][added: integrated renewable offerings.]

We expect that these solutions will increase our total available market opportunity, enhance our predictive service and maintenance capabilities, strengthen our customer intimacy [removed: as well as] [added: and] fuel [removed: our] aftermarket growth.

[added: For example,] Abound is a cloud-based building platform that unlocks and unites building data to create [removed: more] healthy, [removed: safe,] sustainable and intelligent solutions for indoor spaces.

Our Lynx digital platform, developed in collaboration with Amazon Web Services (“AWS”), allows customers to leverage data to enhance visibility, resiliency, agility and efficiency in the cold chain to reduce [removed: loss] [added: losses] and support real-time decisions.

[added: Most recently, we signed a multi-year, strategic collaboration] agreement with AWS to offer additional Software-as-a-Service ("SaaS") solutions in the areas of HVAC performance, sustainability and safety and security.

This strategy is fueled by our position at the epicenter of important secular trends, including an emphasis on health and wellness, a growing focus on [removed: sustainability and] [added: sustainability,] increasing [removed: digitalization.][added: digitalization and energy transition.]

Coupled with our focus on growth, innovation and operational efficiency, we expect to drive long-term growth and increased [removed: value for our shareowners.][added: value.]

[removed: HVAC.] The HVAC segment provides products, controls, services and solutions to meet the heating, cooling and ventilation needs of residential and commercial customers while enhancing building performance, health, energy efficiency and sustainability.

Some of these products are part of [removed: Carrier’s] [added: our] Healthy Buildings Program, which offers a suite of targeted solutions that are focused on improving and optimizing indoor air quality in buildings and homes to enhance human health, safety and productivity.

[removed: Refrigeration.] The Refrigeration segment provides a healthier, safer, more sustainable and more intelligent cold chain through the reliable transport and preservation of food, medicine and other perishable cargo.

Our refrigeration and monitoring products, services and digital solutions, which form [removed: Carrier's] [added: our] Connected Cold Chain offering, strengthen the connected cold chain and are designed for trucks, trailers, shipping containers, intermodal applications, food retail and warehouse cooling.

[removed: Fire & Security.] The Fire & Security segment provides a wide range of residential, commercial and industrial technologies designed to help protect people and property.

Our fire and security products and solutions, also part of [removed: Carrier's] [added: our] Healthy Homes and Healthy Buildings Programs, are sold directly to end customers as well as through manufacturers’ representatives, distributors, dealers, value-added resellers and retail distribution.

While our competitive position varies among our products and services, we are a significant competitor with respect to [added: each of our major product and service offerings.]

We [removed: continue to take proactive steps to limit the impact of these challenges and are working] [added: work] closely with our suppliers to ensure availability of products and implement other cost savings initiatives.

In addition, we continue to invest in our [removed: operations and] supply chain to improve its resilience with a focus on automation, dual sourcing of critical components and localized manufacturing when feasible.

We hold approximately [removed: 9,000] [added: 14,000] active patents and pending patent applications worldwide.

We hold direct ownership interests in approximately 47 joint ventures, the financial results of which are accounted for by the equity method of accounting or the cost basis of accounting, of which [removed: 99%] [added: 97%] of such investments are in our HVAC segment.

As a [removed: leading] global [removed: provider of healthy, safe, sustainable and] [added: leader in] intelligent [removed: buildings] [added: climate] and [removed: cold chain] [added: energy] solutions, we are committed to making the world safer, sustainable and more comfortable.

As of December 31, [removed: 2022, Carrier] [added: 2023, we] had approximately [removed: 52,000] [added: 53,000] employees worldwide, of which 39% are located in the Americas, [removed: 25%] [added: 23%] are located in EMEA and [removed: 36%] [added: 38%] are located in Asia.

As of December 31, [removed: 2022,] [added: 2023,] in the U.S., [removed: approximately 66%] [added: 75%] of [removed: Carrier's] [added: our] approximately [removed: 5,000] [added: 4,300] production and maintenance employees were covered under six collective bargaining agreements [removed: that have] [added: with] expiration dates ranging from [removed: 2023] [added: 2024] to [removed: 2026.][added: 2027.]

In [removed: the European Union,] [added: Europe,] approximately [removed: 12,000] [added: 11,000] employees are represented by two European Works Councils and, at national and local levels, we inform and consult with 46 local works councils and with unions representing employees at approximately 40 sites.

We continuously evaluate, modify and enhance our recruitment and retention [removed: strategies, objectives and measures] [added: strategies] as part of the overall management of our business.

These [removed: strategies, objectives and measures] [added: strategies] form the pillars of our human capital management framework and are advanced through the following programs, policies and initiatives.

We apply rigorous standards, controls, inspections and audits to help ensure that our operations and premises comply with national and local regulations and [removed: Carrier] [added: our] incident reporting requirements.

For [removed: 2022,] [added: 2023,] our total recordable incident rate ("TRIR"), based upon the number of [added: employee] injuries per 200,000 hours [removed: worked for our employees] [added: worked,] was [removed: 0.31] [added: 0.30] and our lost time incident rate ("LTIR") was [removed: 0.12.][added: 0.10, both of which improved compared with 2022.]

Planned Portfolio Transformation

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 for total consideration of $14.2 billion.

On April 25, 2023, we announced plans to exit our Fire & Security and Commercial Refrigeration businesses over the course of 2024.

On December 7, 2023, we entered into a stock purchase agreement to sell our Fire & Security Access Solutions business to Honeywell International Inc. for an enterprise value of approximately $4.95 billion.

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.

Both transactions are expected to close in 2024 and are subject to customary closing conditions.

We believe our strategy is supported by a variety of

Strengthen and Grow our Core

Increase Product Extensions and Geographic Coverage

Grow Aftermarket, Digital and Customer-Back Solutions

Our strategy is focused on offering a comprehensive and differentiated suite of sustainable technologies and services.

As power grids and transport infrastructure shift from fossil fuels to renewables, we will continue to position ourselves as a leader in innovative electrified solutions that reduce emissions and energy consumption and promote grid stability.

Our solutions range from residential home energy management to sustainable solutions for commercial and industrial buildings to optimized low noise and low greenhouse gas emission transport solutions.

With the addition of the VCS Business on January 2, 2024, we are strongly positioned to provide renewable and complete energy solutions globally, with a portfolio that includes low global warming potential high temperature heat pumps for use in industrial and commercial applications, natural refrigerant heat pumps for residential buildings and a connected ecosystem of offerings for an electric home, such as solar PV, batteries, and a differentiated digital platform, all supported by extensive service and aftermarket offerings.

Our greatest strength is the global diversity of our people and inclusion is one of our core company values.

We believe both are critical to employee engagement and ultimately, an important source of innovation.

To this end, we continue to promote *_belong* as our inclusion and diversity philosophy which includes a focus on attracting, developing and mentoring the best talent.

Additionally, we offer our global workforce the opportunity to participate in annual inclusion and diversity training.

Our operations are classified into three segments: HVAC, Refrigeration and Fire & Security.

Acquisition of Toshiba Carrier Corporation

On February 6, 2022, we entered into a binding agreement to acquire a majority ownership interest in Toshiba Carrier Corporation (“TCC”), a variable refrigerant flow ("VRF") and light commercial HVAC joint venture between Carrier and Toshiba Corporation.

TCC designs and manufactures flexible, energy-efficient and high-performance VRF and light commercial HVAC systems as well as commercial products, compressors and heat pumps.

The acquisition included all of TCC's advanced research and development centers and global manufacturing operations, product pipeline and the long-term use of Toshiba's iconic brand.

The acquisition was completed on August 1, 2022 and reported within our HVAC segment.

Upon closing, Toshiba Corporation retained a 5% ownership interest in TCC.

Sale of Chubb Fire and Security Business

On July 26, 2021, we entered into a stock purchase agreement to sell our Chubb Fire and Security business ("Chubb") to APi Group Corporation ("APi").

Chubb, which was reported within our Fire & Security segment, delivered essential fire safety and security solutions from design and installation to monitoring, service and maintenance across more than 17 countries around the globe.

On January 3, 2022, we completed the sale of Chubb (the "Chubb Sale") for net proceeds of $2.9 billion and recognized a gain on the sale of $1.1 billion during the year ended December 31, 2022.

Grow Aftermarket and Digital. Our strategy is focused on digital capabilities to drive the evolution of our hardware in order to enable cloud connectivity, modernize legacy software and launch new platforms, products and services.

Most recently, we signed a multi-year, strategic collaboration

each of our major product and service offerings.

The ongoing global economic recovery from the COVID-19 pandemic has caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages and transportation delays.

As a result, we have incurred incremental costs for commodities and components used in our products as well as component shortages and higher freight costs that have negatively impacted our sales and results of operations.

We expect that these challenges will continue to have an impact on our businesses for the foreseeable future.

To date, there has been moderate disruption to the availability of our products, though it is possible that more significant disruptions could occur if these supply chain challenges continue.

These efforts have helped reduce the impact of inflationary pressures experienced during 2022 and 2021.

In response to COVID-19, we implemented various measures to protect the health and safety of our employees and customers including work-from-home requirements (where practical), social distancing and deep cleaning protocols at all of our facilities as well as travel restrictions, among other measures, which comply with applicable governmental regulations and guidance.

Our greatest strength is the diversity of our people and their ideas and experiences; inclusion and diversity are the cornerstones of our values and we believe that it is a source of innovation.

To this end, we continue to promote *_belong*, our inclusion and diversity philosophy and brand as well as an inclusion and diversity strategy that consists of four tenets – Reduce the Gap, Develop & Sponsor, Drive Inclusion and Lean Forward – which include a focus on recruitment, development and mentoring activities.

We continue to take steps to expand our role as an employer that champions inclusion, diversity and equality of opportunity.

Carrier has pledged to achieve gender parity in senior leadership roles by 2030.

Additionally, we continue to provide our global workforce with inclusion and diversity training with a focus on unconscious bias, micro-aggression and allyship.

Carrier earned the same recognition in 2022.

On August 12, 2020, several former employees of UTC or its subsidiaries filed a putative class action complaint (the "Complaint") in the United States District Court for the District of Connecticut against [removed: Raytheon Technologies Corporation,] [added: RTX,] Carrier, Otis, the former members of the UTC Board of Directors and the members of the Carrier and Otis Boards of Directors [removed: (*Geraud] [added: (Geraud] Darnis, et al.

Raytheon Technologies Corporation, et [removed: al*.).][added: al.).]

The Amended Complaint, with [removed: Raytheon,] [added: RTX,] Carrier and Otis as the only defendants, asserted that the defendants are [added: liable for breach of certain equity compensation plans and for breach of the implied covenant of good faith and fair dealing.]

[removed: Carrier] [added: The Company] believes all plaintiffs' claims against [removed: the Company] [added: it] are without merit.

As of December 31, [removed: 2022,] [added: 2023,] the [removed: Company and certain of its subsidiaries, including] [added: Company,] Kidde-Fenwal, Inc. [removed: ("KFI"),] [added: ("KFI") and others] have been named as defendants in more than [removed: 3,150] [added: 6,000] lawsuits filed by individuals in or removed to the federal courts of the United States alleging that the historic use of Aqueous Film Forming Foam ("AFFF") caused personal injuries and/or property damage.

The [removed: Company] [added: Company, KFI] and [removed: certain of its subsidiaries including KFI,] [added: others] have also been named as [removed: a defendant] [added: defendants] in more than [removed: 300] [added: 700] lawsuits filed by several U.S. states, municipalities and water utilities in or removed to U.S. federal courts alleging that the historic use of AFFF caused contamination of 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 [removed: Company] [added: Company, KFI] and others to the U.S. District Court for the District of South Carolina [removed: ("MDL Court") for pre-trial proceedings ("MDL] [added: (the "MDL] Proceedings").

[removed: The 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 [removed: fires primarily at military bases and airports.][added: fires.]

In 2013, KFI [removed: and KPL] divested the [removed: National Foam and Angus Fire] [added: AFFF] businesses to [removed: a] [added: an unrelated] third party.

The Company acquired KFI [removed: and KPL] as part of [removed: its separation from UTC] [added: the Separation] in April 2020.

[removed: During the eight-year period of its operation by KFI,] [added: The] National Foam [added: business] 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 [removed: ("Pennsylvania] [added: (the "Pennsylvania] Site").

The key components [removed: of AFFF] that contribute to [removed: its] [added: AFFF's] fire-extinguishing capabilities are known as fluorosurfactants.

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 [removed: perflourooctane sulfonate] [added: per- and polyfluoroalkyl substances (referred to collectively as "PFAS"), including perflourooctanesulfonic acid] ("PFOS") [removed: and/or perflourooctane] [added: and perflourooctanoic] acid ("PFOA").

They also allege that PFOA contamination has resulted from the use of AFFF manufactured using a different process, known as [removed: telomerization] [added: telomerization,] and that this process was used exclusively by the other AFFF manufacturers (including [added: the] National Foam [removed: and Angus Fire).][added: business).]

Compounds containing PFOS and PFOA (as well as many other [removed: per- and polyfluoroalkyl substances known collectively as "PFAS")] [added: PFAS)] have also been used for decades by many third parties in a number of different industries to manufacture [removed: firefighters'] [added: firefighters’] protective outerwear, carpets, clothing, fabrics, cookware, food packaging, personal care products, cleaning products, paints, varnishes and other consumer and industrial products.

Plaintiffs in the MDL Proceedings have named multiple defendants, including [removed: four] suppliers of chemicals and raw materials used to manufacture fluorosurfactants, [removed: four] fluorosurfactant [removed: manufacturers, two toll] manufacturers [removed: of fluorosurfactants] and [removed: seven current (including National Foam and Angus Fire) and former (including the Company and KFI)] AFFF manufacturers.

The defendants [added: 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.

3M, et [removed: al.*,] [added: al*.,] for a bellwether trial.

[added: The MDL court ordered the] bellwether process for personal injury cases [removed: will] [added: to] begin in 2023.

[removed: The] [added: However, the] court has not yet outlined details on that process or its timing.

In addition, the Company and other defendants are party to two actions related to the Pennsylvania Site in which the plaintiff water utility company seeks remediation costs related to the alleged contamination of the local water [removed: supply.][added: supply.The Company, KFI and other defendants are also party to one action in Arizona state court brought by a firefighter claiming that occupational exposure to AFFF has caused him certain personal injuries.]

The Company and [removed: its subsidiaries, including KFI,] [added: KFI] believe that they have meritorious defenses to the claims in the MDL Proceedings and the other AFFF lawsuits.

[removed: At this time, however, given] [added: 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 [removed: the damages, if any, to be allocated to the Company and its subsidiaries, including KFI, if one or more plaintiffs were to prevail in these cases.][added: a range of possible loss at this time.]

A further discussion of our potential regulatory liabilities can be found under the headings "Business" and "Risk Factors" in this Annual [removed: Report on Form 10-K.][added: Report.]

On August 3, 2023, the Second Circuit Court of Appeals affirmed the district court's ruling.

The Second Circuit’s judgment is final and non-appealable.

The U.S.

The lawsuits identified above relate to Kidde Fire Fighting, Inc., which owned the National Foam business.

Kidde Fire Fighting, Inc. was acquired by a UTC subsidiary in 2005 and merged into KFI in 2007.

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.

That trial was scheduled to begin in early June 2023 but was postponed indefinitely.

On May 14, 2023, KFI filed a voluntary petition with the United States Bankruptcy Court for the District of Delaware 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 is automatically stayed.

KFI filed an adversary complaint and motion in the Chapter 11 case seeking an order staying or enjoining all AFFF-related litigation against the Company, its other subsidiaries and RTX.

That motion was resolved through an agreement that effectively stays the AFFF litigation against these parties.

KFI has also

indicated to the bankruptcy court that it intends to pursue insurance coverage for AFFF-related liabilities and contractual indemnification for AFFF-related liabilities from the third party to which KFI sold National Foam.

On November 21, 2023, the bankruptcy court ordered certain parties, including the Company, to participate in a mediation with respect to claims that might be asserted by and against it in the bankruptcy proceedings.

The parties have engaged in several mediation sessions and anticipate further sessions in the future.

*Deconsolidation Due to Bankruptcy*

As of May 14, 2023, the Company no longer controlled KFI as their activities are subject to review and oversight by the bankruptcy court.

Therefore, KFI was deconsolidated and their respective assets and liabilities were derecognized from the Company’s Consolidated Financial Statements.

Upon deconsolidation, the Company determined the fair value of its retained interest in KFI to be zero and accounted for it prospectively using the cost method.

As a result of these actions, the Company recognized a loss of $297 million in its Consolidated Statements of Operations within *Other income/(expense), net*.

In addition, the deconsolidation resulted in an investing cash outflow of $134 million in the Company's Consolidated Statements 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 Consolidated Statements of Operations.

Since the petition date, there were no material transactions between the Company and KFI.

liable for breach of certain equity compensation plans and for breach of the implied covenant of good faith and fair dealing.

The briefing process is ongoing.

AFFF was manufactured by several companies, including National Foam and Angus Fire.

UTC subsidiaries first entered the AFFF business with their acquisition of National Foam and Angus Fire in 2005 as part of the acquisition of KFI and Kidde Products Limited ("KPL").

During the same period, Angus Fire manufactured AFFF for sale outside the United States at a single facility located in Bentham, England.

Neither the Company nor any of its former or current subsidiaries, including National Foam/Angus Fire and KFI/KPL, respecitively, manufactured fluorosurfactants; they instead purchased these substances from unrelated third parties to in turn manufacture AFFF.

That trial is tentatively scheduled for June 2023.

The MDL court has ordered that the

The Company and its subsidiaries, including KFI, and other defendants are also party to one action in Arizona state court brought by a firefighter claiming that occupational exposure to AFFF has caused him certain personal injuries.

Based on its 2013 agreement for the sale of National Foam and Angus Fire, the Company and its subsidiaries, including KFI are pursuing indemnification against these claims from the purchaser and current owner of National Foam and Angus Fire.

The Company and its subsidiaries, including KFI, are also pursuing insurance coverage for these claims.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant as of June 30, [removed: 2022,] [added: 2023,] the last business day of the Registrant's most recently completed second fiscal quarter, was approximately [removed: $30.0] [added: $41.6] billion, based on the New York Stock Exchange closing price for such shares on that date.

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 834,187,942] [added: 898,364,047] shares of Common Stock outstanding.

Part III hereof incorporates by reference portions of the Registrant's definitive proxy statement related to its [removed: 2023] [added: 2024] annual meeting of shareowners.

| [Cautionary Note Concerning Factors That May Affect Future [removed: Results](#ifccc4432bb8b4626a46cbdb7dff22c4c_10)] [added: Results](#i64619af820bc47c490f91ca06fd8e0f8_10)] | | | [removed: [2](#ifccc4432bb8b4626a46cbdb7dff22c4c_10)] [added: [2](#i64619af820bc47c490f91ca06fd8e0f8_10)] | | |

| [Item 1. [removed: B](#ifccc4432bb8b4626a46cbdb7dff22c4c_16)usiness] [added: B](#i64619af820bc47c490f91ca06fd8e0f8_16)usiness] | | | [removed: [4](#ifccc4432bb8b4626a46cbdb7dff22c4c_16)] [added: [4](#i64619af820bc47c490f91ca06fd8e0f8_16)] | | |

| [Item 1A. Risk [removed: Factors](#ifccc4432bb8b4626a46cbdb7dff22c4c_28)] [added: Factors](#i64619af820bc47c490f91ca06fd8e0f8_28)] | | | [removed: [10](#ifccc4432bb8b4626a46cbdb7dff22c4c_28)] [added: [10](#i64619af820bc47c490f91ca06fd8e0f8_28)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ifccc4432bb8b4626a46cbdb7dff22c4c_34)] [added: Comments](#i64619af820bc47c490f91ca06fd8e0f8_34)] | | | [removed: [26](#ifccc4432bb8b4626a46cbdb7dff22c4c_34)] [added: [26](#i64619af820bc47c490f91ca06fd8e0f8_34)] | | |

| [Item 2. [removed: Properties](#ifccc4432bb8b4626a46cbdb7dff22c4c_37)] [added: Properties](#i64619af820bc47c490f91ca06fd8e0f8_37)] | | | [removed: [26](#ifccc4432bb8b4626a46cbdb7dff22c4c_37)] [added: [28](#i64619af820bc47c490f91ca06fd8e0f8_37)] | | |

| [Item 3. Legal [removed: Proceedings](#ifccc4432bb8b4626a46cbdb7dff22c4c_40)] [added: Proceedings](#i64619af820bc47c490f91ca06fd8e0f8_40)] | | | [removed: [26](#ifccc4432bb8b4626a46cbdb7dff22c4c_40)] [added: [28](#i64619af820bc47c490f91ca06fd8e0f8_40)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#ifccc4432bb8b4626a46cbdb7dff22c4c_43)] [added: Disclosures](#i64619af820bc47c490f91ca06fd8e0f8_43)] | | | [removed: [28](#ifccc4432bb8b4626a46cbdb7dff22c4c_43)] [added: [30](#i64619af820bc47c490f91ca06fd8e0f8_43)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Shareowner Matters and Issuer Purchases of Equity [removed: Securities](#ifccc4432bb8b4626a46cbdb7dff22c4c_49)] [added: Securities](#i64619af820bc47c490f91ca06fd8e0f8_49)] | | | [removed: [28](#ifccc4432bb8b4626a46cbdb7dff22c4c_49)] [added: [31](#i64619af820bc47c490f91ca06fd8e0f8_49)] | | |

| [removed: [Item](#ifccc4432bb8b4626a46cbdb7dff22c4c_49)] [added: [Item](#i64619af820bc47c490f91ca06fd8e0f8_49)] 6. \[Reserved\] | | | | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ifccc4432bb8b4626a46cbdb7dff22c4c_58)] [added: Operations](#i64619af820bc47c490f91ca06fd8e0f8_58)] | | | [removed: [30](#ifccc4432bb8b4626a46cbdb7dff22c4c_58)] [added: [32](#i64619af820bc47c490f91ca06fd8e0f8_58)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ifccc4432bb8b4626a46cbdb7dff22c4c_103)] [added: Risk](#i64619af820bc47c490f91ca06fd8e0f8_103)] | | | [removed: [44](#ifccc4432bb8b4626a46cbdb7dff22c4c_103)] [added: [45](#i64619af820bc47c490f91ca06fd8e0f8_103)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ifccc4432bb8b4626a46cbdb7dff22c4c_106)] [added: Data](#i64619af820bc47c490f91ca06fd8e0f8_106)] | | | [removed: [45](#ifccc4432bb8b4626a46cbdb7dff22c4c_106)] [added: [47](#i64619af820bc47c490f91ca06fd8e0f8_106)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ifccc4432bb8b4626a46cbdb7dff22c4c_112) 238[)](#ifccc4432bb8b4626a46cbdb7dff22c4c_112)] [added: ID](#i64619af820bc47c490f91ca06fd8e0f8_112) 238[)](#i64619af820bc47c490f91ca06fd8e0f8_112)] | | | [removed: [45](#ifccc4432bb8b4626a46cbdb7dff22c4c_112)] [added: [47](#i64619af820bc47c490f91ca06fd8e0f8_112)] | | |

| [Consolidated Statement of [removed: Operations](#ifccc4432bb8b4626a46cbdb7dff22c4c_115)] [added: Operations](#i64619af820bc47c490f91ca06fd8e0f8_115)] | | | [removed: [48](#ifccc4432bb8b4626a46cbdb7dff22c4c_115)] [added: [49](#i64619af820bc47c490f91ca06fd8e0f8_115)] | | |

| [Consolidated Statement of Comprehensive Income [removed: (Loss)](#ifccc4432bb8b4626a46cbdb7dff22c4c_118)] [added: (Loss)](#i64619af820bc47c490f91ca06fd8e0f8_118)] | | | [removed: [49](#ifccc4432bb8b4626a46cbdb7dff22c4c_118)] [added: [50](#i64619af820bc47c490f91ca06fd8e0f8_118)] | | |

| [Consolidated Balance [removed: Sheet](#ifccc4432bb8b4626a46cbdb7dff22c4c_121)] [added: Sheet](#i64619af820bc47c490f91ca06fd8e0f8_121)] | | | [removed: [50](#ifccc4432bb8b4626a46cbdb7dff22c4c_121)] [added: [51](#i64619af820bc47c490f91ca06fd8e0f8_121)] | | |

| [Consolidated Statement of Changes in [removed: Equity](#ifccc4432bb8b4626a46cbdb7dff22c4c_124)] [added: Equity](#i64619af820bc47c490f91ca06fd8e0f8_124)] | | | [removed: [51](#ifccc4432bb8b4626a46cbdb7dff22c4c_124)] [added: [52](#i64619af820bc47c490f91ca06fd8e0f8_124)] | | |

| [Consolidated Statement of Cash [removed: Flows](#ifccc4432bb8b4626a46cbdb7dff22c4c_127)] [added: Flows](#i64619af820bc47c490f91ca06fd8e0f8_127)] | | | [removed: [52](#ifccc4432bb8b4626a46cbdb7dff22c4c_127)] [added: [53](#i64619af820bc47c490f91ca06fd8e0f8_127)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ifccc4432bb8b4626a46cbdb7dff22c4c_130)] [added: Statements](#i64619af820bc47c490f91ca06fd8e0f8_130)] | | | [removed: [53](#ifccc4432bb8b4626a46cbdb7dff22c4c_130)] [added: [54](#i64619af820bc47c490f91ca06fd8e0f8_130)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ifccc4432bb8b4626a46cbdb7dff22c4c_205)] [added: Disclosure](#i64619af820bc47c490f91ca06fd8e0f8_205)] | | | [removed: [89](#ifccc4432bb8b4626a46cbdb7dff22c4c_205)] [added: [91](#i64619af820bc47c490f91ca06fd8e0f8_205)] | | |

| [Item 9A. Controls and [removed: Procedures](#ifccc4432bb8b4626a46cbdb7dff22c4c_208)] [added: Procedures](#i64619af820bc47c490f91ca06fd8e0f8_208)] | | | [removed: [89](#ifccc4432bb8b4626a46cbdb7dff22c4c_208)] [added: [92](#i64619af820bc47c490f91ca06fd8e0f8_208)] | | |

| [Item 9B. Other [removed: Information](#ifccc4432bb8b4626a46cbdb7dff22c4c_211)] [added: Information](#i64619af820bc47c490f91ca06fd8e0f8_211)] | | | [removed: [90](#ifccc4432bb8b4626a46cbdb7dff22c4c_211)] [added: [92](#i64619af820bc47c490f91ca06fd8e0f8_211)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#ifccc4432bb8b4626a46cbdb7dff22c4c_214)] [added: Inspections](#i64619af820bc47c490f91ca06fd8e0f8_214)] | | | [removed: [90](#ifccc4432bb8b4626a46cbdb7dff22c4c_217)] [added: [92](#i64619af820bc47c490f91ca06fd8e0f8_217)] | | |

| [PART [removed: III](#ifccc4432bb8b4626a46cbdb7dff22c4c_217)] [added: III](#i64619af820bc47c490f91ca06fd8e0f8_217)] | | | [removed: [90](#ifccc4432bb8b4626a46cbdb7dff22c4c_217)] [added: [92](#i64619af820bc47c490f91ca06fd8e0f8_217)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ifccc4432bb8b4626a46cbdb7dff22c4c_220)] [added: Governance](#i64619af820bc47c490f91ca06fd8e0f8_220)] | | | [removed: [90](#ifccc4432bb8b4626a46cbdb7dff22c4c_220)] [added: [92](#i64619af820bc47c490f91ca06fd8e0f8_220)] | | |

| [Item 11. Executive [removed: Compensation](#ifccc4432bb8b4626a46cbdb7dff22c4c_223)] [added: Compensation](#i64619af820bc47c490f91ca06fd8e0f8_223)] | | | [removed: [91](#ifccc4432bb8b4626a46cbdb7dff22c4c_223)] [added: [94](#i64619af820bc47c490f91ca06fd8e0f8_223)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareowner [removed: Matters](#ifccc4432bb8b4626a46cbdb7dff22c4c_226)] [added: Matters](#i64619af820bc47c490f91ca06fd8e0f8_226)] | | | [removed: [91](#ifccc4432bb8b4626a46cbdb7dff22c4c_226)] [added: [94](#i64619af820bc47c490f91ca06fd8e0f8_226)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ifccc4432bb8b4626a46cbdb7dff22c4c_229)] [added: Independence](#i64619af820bc47c490f91ca06fd8e0f8_229)] | | | [removed: [92](#ifccc4432bb8b4626a46cbdb7dff22c4c_229)] [added: [94](#i64619af820bc47c490f91ca06fd8e0f8_229)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#ifccc4432bb8b4626a46cbdb7dff22c4c_232)] [added: Services](#i64619af820bc47c490f91ca06fd8e0f8_232)] | | | [removed: [92](#ifccc4432bb8b4626a46cbdb7dff22c4c_232)] [added: [94](#i64619af820bc47c490f91ca06fd8e0f8_232)] | | |

| [PART [removed: IV](#ifccc4432bb8b4626a46cbdb7dff22c4c_235)] [added: IV](#i64619af820bc47c490f91ca06fd8e0f8_235)] | | | [removed: [92](#ifccc4432bb8b4626a46cbdb7dff22c4c_235)] [added: [94](#i64619af820bc47c490f91ca06fd8e0f8_235)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#ifccc4432bb8b4626a46cbdb7dff22c4c_238)] [added: Schedules](#i64619af820bc47c490f91ca06fd8e0f8_238)] | | | [removed: [92](#ifccc4432bb8b4626a46cbdb7dff22c4c_238)] [added: [95](#i64619af820bc47c490f91ca06fd8e0f8_238)] | | |

| [Item 16. Form 10-K [removed: Summary](#ifccc4432bb8b4626a46cbdb7dff22c4c_241)] [added: Summary](#i64619af820bc47c490f91ca06fd8e0f8_241)] | | | [removed: [95](#ifccc4432bb8b4626a46cbdb7dff22c4c_241)] [added: [99](#i64619af820bc47c490f91ca06fd8e0f8_241)] | | |

| [removed: [SIGNATURES](#ifccc4432bb8b4626a46cbdb7dff22c4c_244)] [added: [SIGNATURES](#i64619af820bc47c490f91ca06fd8e0f8_244)] | | | [removed: [96](#ifccc4432bb8b4626a46cbdb7dff22c4c_244)] [added: [100](#i64619af820bc47c490f91ca06fd8e0f8_244)] | | |

References to internet websites in this Annual Report on Form 10-K [added: (the "Annual Report")] are provided for convenience only.

Information available through these websites is not incorporated by reference into this Annual [removed: Report on Form 10-K.][added: Report.]

This Annual Report [removed: on Form 10-K] contains statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws.

| [PART I](#i64619af820bc47c490f91ca06fd8e0f8_13) | | | [4](#i64619af820bc47c490f91ca06fd8e0f8_13) | | |

| [Item 1](#i64619af820bc47c490f91ca06fd8e0f8_1874)[C](#i64619af820bc47c490f91ca06fd8e0f8_1874)[.](#i64619af820bc47c490f91ca06fd8e0f8_1874) [Cybersecurity](#i64619af820bc47c490f91ca06fd8e0f8_1874) | | | [26](#i64619af820bc47c490f91ca06fd8e0f8_1874) | | |

| [PART II](#i64619af820bc47c490f91ca06fd8e0f8_46) | | | [31](#i64619af820bc47c490f91ca06fd8e0f8_46) | | |

| | | | | | |

thereof.

| [PART I](#ifccc4432bb8b4626a46cbdb7dff22c4c_13) | | | [4](#ifccc4432bb8b4626a46cbdb7dff22c4c_13) | | |

| [PART II](#ifccc4432bb8b4626a46cbdb7dff22c4c_46) | | | [28](#ifccc4432bb8b4626a46cbdb7dff22c4c_46) | | |

acquired businesses into existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs;

Impact of cybersecurity risks on business strategy, results of operations or financial condition.

As discussed under the “Risk Factors” heading in this Annual Report, our business has been and may again in the future be impacted by disruptions to our IT infrastructure or our third-party providers’ IT infrastructures from (among other causes) cybersecurity-based risks, including attacks (i) on our IT infrastructure (ii) targeting the security, integrity and/or availability of hardware and software; (iii) exploiting weaknesses or vulnerabilities in products, or capturing information installed, stored or transmitted in our products (including after the purchase of those products and when they are installed into third-party products); and (iv) on facilities or similar infrastructure.

Risk Management and strategy.

We mitigate cybersecurity risks (and other material risks) through our enterprise risk management (“ERM”) program, which is a company-wide effort, managed by senior executives and overseen by our Audit Committee and Board of Directors to identify, assess, manage, report and monitor material risks that may affect our ability to achieve our business objectives.

In connection with the ERM process, cybersecurity risks, including those relating to risks posed by our use of third-party service providers, are assigned to cross-functional management committees responsible for identifying and classifying the cybersecurity risks in accordance with our ERM risk rating methodology, and developing and administering risk mitigation and incident response plans.

These cross-functional management committees regularly meet to review current and emerging cybersecurity risks and maintain policies and procedures governing the evaluation and classification of such risks.

Cybersecurity risks deemed to be critical are reviewed by a Critical Threat Committee, which is comprised of members of our senior leadership team including our Chief Financial Officer, Chief Legal Officer, Chief Digital Officer, Chief Operating Officer, Chief Technology Officer, and Controller.

The Critical Threat Committee reviews the risk and mitigation plan with the applicable cross-functional management team and facilitates notification to the Audit Committee of emerging critical cybersecurity risks.

The Audit Committee and the Board of Directors receive regular briefings on cybersecurity risks.

See “—Governance” below for further discussion of governance of our cybersecurity program.

In the event of a cybersecurity incident, we maintain incident response plans to investigate, classify, respond to, and manage cybersecurity incidents that may compromise the availability or integrity of our information systems, network resources, or data.

In accordance with the incident response plans, cross-functional management teams assess and assign a threat level to each cybersecurity incident.

A cybersecurity incident (or incidents, if aggregated together) assigned a critical threat level is escalated to the Critical Threat Committee for review.

To ensure that our employees are equipped to identify and mitigate material cybersecurity incidents and to empower them to help us maintain a secure environment for our operations and data assets, we utilize a multifaceted training approach aimed at fostering a culture of security awareness and responsibility among all employees.

These tailored programs are designed and updated to address evolving threats and industry best practices.

In addition to annual cybersecurity training for employees and contractors and simulated phishing email campaigns, our cybersecurity teams conduct tabletop exercises with our senior management team.

Our cybersecurity teams also oversee a security assessment process that is used to screen our third-party service providers for cybersecurity vulnerabilities based on the level of inherent risk they pose to the company or our customers, based on factors including but not limited to the products or services they provide and their ability to access our information systems, network resources, or data.

We engage and retain outside consultants and legal advisors and we are members of several cybersecurity industry groups to keep us apprised of emerging cybersecurity risks, defense and mitigation strategies and governance best practices.

Many of our processes and procedures have been independently audited and assessed against some of the leading international cybersecurity standards and programs.

Cybersecurity threats are constantly evolving, are becoming more frequent and more sophisticated and are made by groups of individuals with a wide range of expertise and motives which increases the difficulty of detecting and successfully defending against them.

However, to date, cybersecurity threats have not materially affected us, including our business, strategy, results of operations or financial condition.

Governance

Our cybersecurity programs, including the cross-functional management committees responsible for identifying, assessing, and mitigating cybersecurity risks and incidents, are owned by our Chief Information Officer.

Day-to-day administration of the cybersecurity programs are led by our Chief Information Security Officer and Chief Product Security Officer who collectively possess over 30 years of experience related to cybersecurity issues in both the private and government sectors, and possess certifications including but not limited to Certified Information Systems Security Professional ("CISSP") and Certified Information Security Manager ("CISM").

Cybersecurity risk oversight continues to remain a top priority for the Board of Directors.

Although the Audit Committee maintains primary responsibility for oversight of cybersecurity risks through the ERM program, responsibility related to oversight of cybersecurity risks is also delegated to other committees in alignment with their focus charter responsibilities.

For example, the Technology and Innovation and Governance Committees assist with the cybersecurity programs through their oversight of our technology, digital, and innovation strategies and product integrity program, respectively.

The Critical Threat Committee is also responsible for evaluating the materiality of a cybersecurity incident based on criteria that has been reviewed with the Board of Directors, and for determining whether there are disclosure obligations under applicable securities laws.

In the event that the Critical Threat Committee determines that a critical cybersecurity incident (or incidents, if aggregated together) is deemed to be material, the Critical Threat Committee will brief the Board of Directors and oversee the disclosure process.

For all critical cybersecurity incidents that are not deemed to be material, the Critical Threat Committee will notify the Chairman of the Board to determine whether the Board of Directors will be notified of the critical incident during the next regularly-scheduled cybersecurity update to the Audit Committee, or sooner as circumstances warrant.

We operate approximately 1,100 sites, which comprise approximately [removed: 41] [added: 40] million square feet of productive space.

Of these, our facilities and key manufacturing sites greater than 100,000 square feet comprise approximately [removed: 32] [added: 31] million square feet of productive space.

Approximately 70%, [removed: 14%] [added: 15%] and 13% of these significant properties are associated with our HVAC, Refrigeration and Fire & Security segments, respectively, with approximately [removed: 3%] [added: 2%] not associated with a particular segment.

Approximately [removed: 33%] [added: 31%] of these significant properties are leased and the remainder are owned.

Approximately [removed: 43%] [added: 27%] of these significant properties are located in the U.S.

Our fixed assets as of December 31, [removed: 2022] [added: 2023] include manufacturing facilities and non-manufacturing facilities, such as warehouses and machinery and equipment, most of which is general purpose machinery and equipment that use special jigs, tools and fixtures and that, in many instances, have automatic control features and special adaptations.

The facilities, warehouses, machinery and equipment in use as of December 31, [removed: 2022] [added: 2023] are in good operating condition, are well-maintained and substantially all are in regular use.

The Company's common stock is listed on the NYSE under the ticker symbol "CARR." As of December 31, [removed: 2022,] [added: 2023,] the approximate number of common stock shareowners of record was [removed: 22,805.][added: 21,605.]

[added: The following graph presents the cumulative total shareowner] return from the Distribution Date through December 31, [removed: 2022] [added: 2023] for our common stock, as compared with the S&P 500 Index and the Dow Jones Industrial Index.

These figures assume that all dividends paid over the period were reinvested and that the starting value of each index and the investment in [removed: Carrier] [added: our] common stock was $100 on April 3, 2020.

[removed: ][added: ]

The cumulative total returns on [removed: Carrier] [added: our] common stock and each index as of each April 3, 2020 through December 31, [removed: 2022] [added: 2023] plotted in the above graph are as follows:

| Company / Index | | | April 3, 2020 | | | | | | December 31, 2020 | | | | | | December 31, 2021 | | | | | | December 31, 2022 | | | | | | [added: December 31, 2023] | | | | | | | | | | | |

| Carrier Global Corporation | | | $ | 100.00 | | | | | $ | 286.66 | | | | | $ | 416.55 | | | | | $ | 316.82 | | | | | [added: $] | [added: 441.24] | | | | | | | | | | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 150.59 | | | | | $ | 193.82 | | | | | $ | 154.28 | | | | | [added: $] | [added: 191.66] | | | | | | | | | | |

| Dow Jones Industrial Index | | | $ | 100.00 | | | | | $ | 145.31 | | | | | $ | 175.75 | | | | | $ | 157.45 | | | | | [added: $] | [added: 179.03] | | | | | | | | | | |

The following table provides information about our purchases during the three months ended December 31, [removed: 2022] [added: 2023] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.

See Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Shareowner Matters, of this Annual [removed: Report on Form 10-K.][added: Report.]

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 1 - October 31 | | | | | | — | | | | | | $— | | | | | | — | | | | | | $ | 2,129 | |

| November 1 - November 30 | | | | | | — | | | | | | $— | | | | | | — | | | | | | $ | 2,129 | |

| December 1 - December 31 | | | | | | — | | | | | | $— | | | | | | — | | | | | | $ | 2,129 | |

| Total | | | | | | — | | | | | | $— | | | | | | — | | | | | | | | |

Since the initial authorization in February 2021, the Company's Board of Directors authorized the repurchase of up $4.1 billion of the Company's outstanding common stock.

The following graph presents the cumulative total shareowner

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 1 - October 31 | | | | | | 751 | | | | | | $36.34 | | | | | | 751 | | | | | | $ | 2,282 | |

| November 1 - November 30 | | | | | | 642 | | | | | | $42.53 | | | | | | 642 | | | | | | $ | 2,255 | |

| December 1 - December 31 | | | | | | 1,474 | | | | | | $43.46 | | | | | | 1,474 | | | | | | $ | 2,190 | |

| Total | | | | | | 2,867 | | | | | | $41.39 | | | | | | 2,867 | | | | | | | | |

In July 2021, the Company's Board of Directors approved a $1.75

billion increase to the Company's existing $350 million share repurchase program authorizing the repurchase of up to $2.1 billion of the Company's outstanding common stock.

In October 2022, our Board of Directors approved a $2 billion increase to the Company's existing $2.1 billion share repurchase program.

We have audited the accompanying consolidated balance sheet of Carrier Global Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally [added: accepted accounting principles.]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Note 13 to the consolidated financial statements, the Company recognized [removed: $20,421] [added: $22,098] million of consolidated revenue for the year ended December 31, [removed: 2022.][added: 2023.]

[removed: 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.

The principal considerations for our determination that performing procedures relating to revenue recognition from contracts with customers is a critical audit matter are the high degree of audit effort in performing procedures related to revenue recognized on the Company’s point-in-time and over-time contracts with [removed: customers and in evaluating evidence related to management’s determination of total estimated costs at completion for revenue recognized on an over-time basis.][added: customers.]

These procedures included testing the effectiveness of controls relating to the revenue recognition process on the Company’s point-in-time and over-time contracts with [removed: customers, including controls over the determination of total estimated costs at completion for revenue recognized on an over-time basis.][added: customers.]

These procedures also included, among [removed: others] [added: others,] (i) evaluating management’s significant accounting policies related to revenue recognition; (ii) testing the appropriateness of the timing and amount of revenue recognized for a sample of point-in-time revenue transactions by obtaining and inspecting source documents, such as contracts with customers, purchase order information, shipping documents, cash receipts, and other documentation; and (iii) evaluating and testing management’s process for determining the total estimated costs at completion for a sample of over-time revenue contracts, which included evaluating the total estimated costs at completion used by management by considering factors that can affect the accuracy of those estimates.

[added: Evaluating the total] estimated costs at completion for revenue recognized on an over-time basis involved comparing the originally estimated costs and actual costs incurred, including identifying circumstances that may warrant a modification to the total estimated costs to complete.

| (In millions, except per share amounts) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Product sales | | | $ | [removed: 18,250] [added: 19,563] | | | | | $ | [removed: 17,214] [added: 18,250] | | | | | $ | [removed: 14,347] [added: 17,214] | | | | |

| Service sales | | | [removed: 2,171] [added: 2,535] | | | | | | [removed: 3,399] [added: 2,171] | | | | | | [removed: 3,109] [added: 3,399] | | | | | |

| | | | [removed: 20,421] [added: 22,098] | | | | | | [removed: 20,613] [added: 20,421] | | | | | | [removed: 17,456] [added: 20,613] | | | | | |

| Cost of products sold | | | [removed: (13,337)] [added: (13,831)] | | | | | | [removed: (12,300)] [added: (13,337)] | | | | | | [removed: (10,185)] [added: (12,300)] | | | | | |

| Cost of services sold | | | [removed: (1,620)] [added: (1,884)] | | | | | | [removed: (2,333)] [added: (1,620)] | | | | | | [removed: (2,162)] [added: (2,333)] | | | | | |

| Research and development | | | [removed: (539)] [added: (617)] | | | | | | [removed: (503)] [added: (539)] | | | | | | [removed: (419)] [added: (503)] | | | | | |

| Selling, general and administrative | | | [removed: (2,512)] [added: (3,297)] | | | | | | [removed: (3,120)] [added: (2,512)] | | | | | | [removed: (2,820)] [added: (3,120)] | | | | | |

| | | | [removed: (18,008)] [added: (19,629)] | | | | | | [removed: (18,256)] [added: (18,008)] | | | | | | [removed: (15,586)] [added: (18,256)] | | | | | |

| Equity method investment net earnings | | | [removed: 262] [added: 211] | | | | | | [removed: 249] [added: 262] | | | | | | [removed: 207] [added: 249] | | | | | |

| Other income (expense), net | | | [removed: 1,840] [added: (384)] | | | | | | [removed: 39] [added: 1,840] | | | | | | [removed: 1,006] [added: 39] | | | | | |

| Operating profit | | | [removed: 4,515] [added: 2,296] | | | | | | [removed: 2,645] [added: 4,515] | | | | | | [removed: 3,083] [added: 2,645] | | | | | |

| Non-service pension benefit (expense) | | | [removed: (4)] [added: (1)] | | | | | | [removed: 61] [added: (4)] | | | | | | [removed: 60] [added: 61] | | | | | |

| Interest (expense) income, net | | | [removed: (219)] [added: (211)] | | | | | | [removed: (306)] [added: (219)] | | | | | | [removed: (288)] [added: (306)] | | | | | |

| Income from operations before income taxes | | | [removed: 4,292] [added: 2,084] | | | | | | [removed: 2,400] [added: 4,292] | | | | | | [removed: 2,855] [added: 2,400] | | | | | |

| Income tax expense | | | [removed: (708)] [added: (644)] | | | | | | [removed: (699)] [added: (708)] | | | | | | [removed: (849)] [added: (699)] | | | | | |

| Net income from operations | | | [removed: 3,584] [added: 1,440] | | | | | | [removed: 1,701] [added: 3,584] | | | | | | [removed: 2,006] [added: 1,701] | | | | | |

| Less: Non-controlling interest in subsidiaries' earnings from operations | | | [removed: 50] [added: 91] | | | | | | [removed: 37] [added: 50] | | | | | | [removed: 24] [added: 37] | | | | | |

| Net income attributable to common shareowners | | | $ | [removed: 3,534] [added: 1,349] | | | | | $ | [removed: 1,664] [added: 3,534] | | | | | $ | [removed: 1,982] [added: 1,664] | | | | |

| Basic | | | $ | [removed: 4.19] [added: 1.61] | | | | | $ | [removed: 1.92] [added: 4.19] | | | | | $ | [removed: 2.29] [added: 1.92] | | | | |

| Diluted | | | $ | [removed: 4.10] [added: 1.58] | | | | | $ | [removed: 1.87] [added: 4.10] | | | | | $ | [removed: 2.25] [added: 1.87] | | | | |

| Basic | | | [removed: 843.4] [added: 837.3] | | | | | | [removed: 867.7] [added: 843.4] | | | | | | [removed: 866.5] [added: 867.7] | | | | | |

| Diluted | | | [removed: 861.2] [added: 853.0] | | | | | | [removed: 890.3] [added: 861.2] | | | | | | [removed: 880.2] [added: 890.3] | | | | | |

| (In millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Net income from operations | | | $ | [removed: 3,584] [added: 1,440] | | | | | $ | [removed: 1,701] [added: 3,584] | | | | | $ | [removed: 2,006] [added: 1,701] | | | | |

| Foreign currency translation adjustments arising during period | | | [removed: (551)] [added: 157] | | | | | | [removed: (322)] [added: (551)] | | | | | | [removed: 604] [added: (322)] | | | | | |

| Less: reclassification adjustments for gain on sale of an investment in a foreign entity recognized in Other income (expense), net | | | — | | | | | | [removed: 8] [added: —] | | | | | | [removed: —] [added: 8] | | | | | |

Miami, Florida

February 6, 2024

| Change in unrealized cash flow hedging: | | | | | | | | | | | | | | | | | | | | |

| Unrealized cash flow hedging gain (loss) arising during period | | | 58 | | | | | | — | | | | | | — | | | | | |

| Treasury stock repurchases | | | | | | | | | | | | — | | | | | | — | | | | | | (1,381) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,381) | | |

| Net income | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,349 | | | | | | 91 | | | | | | 1,440 | | |

| Stock-based compensation | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 81 | | | | | | — | | | | | | — | | | | | | 81 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2023 | | | | | | | | | | | | $ | (1,486) | | | | | $ | 9 | | | | | $ | (1,972) | | | | | $ | 5,535 | | | | | $ | 6,591 | | | | | $ | 328 | | | | | $ | 9,005 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Kidde-Fenwal, Inc. deconsolidation | | | (134) | | | | | | — | | | | | | — | | |

Planned Portfolio Transformation

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 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 for total consideration of $14.2 billion.

On April 25, 2023, the Company announced plans to exit its Fire & Security and Commercial Refrigeration businesses over the course of 2024.

On December 7, 2023, the Company entered into a stock purchase agreement to sell its Access Solutions business ("Access Solutions") to Honeywell International Inc. for an enterprise value of approximately $4.95 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.

On 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.

CCR, historically reported in the Company's 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.

As a result, the assets and liabilities of both businesses are presented as held for sale in the accompanying Consolidated Balance Sheets as of December 31, 2023 and recorded at the lower of their carrying value or fair value less estimated cost to sell.

In addition, the net assets of the Company’s Industrial Fire business met the criteria to be classified as held for sale during the fourth quarter of 2023.

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.

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, has indicated that it intends to use the bankruptcy process to explore strategic alternatives, including the sale of KFI as a going concern.

KFI has further stated that, during the Chapter 11 process, KFI expects that there will be no significant interruptions to its business operations.

As of the petition date, KFI was deconsolidated and its respective assets and liabilities were derecognized from the Company's Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis.

In addition, the amendments clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements.

The Company is currently assessing the impact of this ASU on its financial statements.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* ("ASU 2023-09"), which requires public entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid.

The Company is currently assessing the impact of this ASU on its financial statements.

| (In millions) | | | 2023 | | | | | | 2022 | | |

| Reclassified to held for sale (2) | | | — | | | | | | (72) | | | | | | (1,937) | | | | | | (2,009) | | |

| Balance as of December 31, 2023 | | | $ | 6,407 | | | | | $ | 1,124 | | | | | $ | 458 | | | | | $ | 7,989 | |

| | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| | | | | | | | | | 2,240 | | | | | | (1,276) | | | | | | 964 | | | | | | 2,785 | | | | | | (1,506) | | | | | | 1,279 | | |

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Toshiba Carrier Corporation (TCC) from its assessment of internal control over financial reporting as of December 31, 2022, because it was acquired by the Company in a purchase business combination during 2022.

We have also excluded TCC from our audit of internal control over financial reporting.

TCC is a majority-owned subsidiary whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 7% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

accepted accounting principles.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Evaluating the total

*Acquisition of TCC – Valuation of Technology, Trademark, and Certain Customer Relationships Intangible Assets*

As described in Note 19 to the consolidated financial statements, on August 1, 2022, the Company acquired a majority ownership interest in TCC for $930 million, which resulted in the recognition of intangible assets including $220 million of technology, $180 million of trademark, and $497 million of customer relationships.

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 revenue growth rates, earnings before interest and taxes (“EBIT”) margins, discount rates, customer attrition rates, and royalty rates, among others.

The principal considerations for our determination that performing procedures relating to the valuation of technology, trademark, and certain customer relationships intangible assets acquired in the acquisition of TCC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the technology, trademark, and certain customer relationships intangible assets; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to certain royalty rates used in the valuation of the technology, the discount rate and royalty rate used in the valuation of the trademark, and certain projected revenue growth rates, EBIT margins, discount rates, and customer attrition rates used in the valuation of certain customer relationships; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to business combination accounting, including controls over management’s valuation of the technology, trademark, and certain customer relationships intangible assets and controls over the development of significant assumptions related to projected revenue growth rates, EBIT margins, discount rates, customer attrition rates, and royalty rates, as applicable to the respective intangible assets.

These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for developing the fair value estimate of the technology, trademark, and certain customer relationships intangible assets.

Testing management’s process included evaluating the appropriateness of the valuation methods, testing the completeness and accuracy of the underlying data used by management, and evaluating the reasonableness of the aforementioned significant assumptions.

Evaluating management’s assumptions related to certain projected revenue growth rates and EBIT margins involved considering TCC’s historical performance, consistency with economic and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s valuation methods and the evaluation of the reasonableness of the significant assumptions related to discount rates, customer attrition rates, and certain royalty rates.

Hallandale Beach, Florida

February 7, 2023

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of January 1, 2020 | | | | | | $ | 15,355 | | | | | $ | (1,253) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 333 | | | | | $ | 14,435 | |

| Net income | | | | | | 96 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,886 | | | | | | 24 | | | | | | 2,006 | | |

| Net transfers to UTC | | | | | | (11,014) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,014) | | |

| Adoption impact of ASU 2016-13 | | | | | | (4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | |

| Net transfers from UTC | | | | | | 859 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 859 | | |

| Reclassification of UTC Net Investment to Common stock and Additional paid-in capital | | | | | | (5,292) | | | | | | — | | | | | | 9 | | | | | | — | | | | | | 5,283 | | | | | | — | | | | | | — | | | | | | — | | |

| Net transfers to UTC | | | — | | | | | | — | | | | | | (10,359) | | |

Impact of the COVID-19 Pandemic

In early 2020, the World Health Organization declared the outbreak of a respiratory disease known as COVID-19 as a global pandemic.

In response, many countries implemented containment and mitigation measures to combat the outbreak, which severely restricted the level of economic activity and caused a significant contraction in the global economy.

As a result, the Company took several preemptive actions to manage liquidity, preserve the health and safety of its employees and customers as well as maintain the continuity of its operations.

The preparation of financial statements requires management to use judgments in making estimates and assumptions based on the relevant information available at the end of each period, which can have a significant effect on reported amounts.

However, due to significant uncertainty surrounding the pandemic, including a resurgence in cases and the spread of COVID-19 variants, management's judgments could change.

While the Company's results of operations, cash flows and financial condition could be negatively impacted, the extent of any continuing impact cannot be estimated with certainty at this time.

Certain immaterial amounts presented in prior periods have been reclassified to conform to the current period presentation.

The Company's financial statements for the periods prior to the Separation and the Distribution are prepared on a "carve-out" basis and include all amounts directly attributable to the Company.

Net cash transfers and other property transferred between UTC and the Company, including related party receivables and payables between the Company and other UTC affiliates, are presented as Net transfers to UTC within *UTC Net Investment* in the accompanying Consolidated Financial Statements.

In addition, the financial statements include allocations of costs for administrative functions and services performed on behalf of the Company by centralized groups within UTC.

Evaluation of Disclosure Controls and Procedures — Our management, with the participation of our CEO and Senior Vice President and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, [removed: 2022.][added: 2023.]

Based on that evaluation, the Company's CEO and CFO have concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting, within the time periods specified in the SEC's rules and forms, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company's management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Based on this evaluation, the Company’s management has concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] as stated in their report which appears herein.

Changes in Internal Control Over Financial Reporting — There were no changes in our internal control over financial reporting during the three months ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In accordance with guidance issued by the staff of the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

As discussed in Note 19 "Acquisitions" of the Company's Notes to the Consolidated Financial Statements, the Company acquired a majority ownership interest in TCC on August 1, 2022 in a purchase business combination.

TCC has total assets excluding intangible assets and goodwill arising from the acquisition and total net sales, of approximately 7% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 excluded the TCC acquisition, as the Company is in the process of aligning and integrating various processes, systems and internal controls related to the business and operations of this subsidiary, excluding intangible assets and goodwill, which are included within the scope of management’s assessment.

During the three months ended December 31, 2023 , 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.

None.

The information required by Item 10 with respect to directors, the Audit Committee of the Board of Directors and audit committee financial experts is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareowners entitled "Proposal 1: Election of Directors" (under the subheadings "Criteria for Board Membership", "Nominees for the [removed: 2023] [added: 2024] Annual Meeting" and "Corporate Governance").

| Name | | | | | | Position | | | | | | Age as of February [removed: 7, 2023] [added: 6, 2024] | | |

| David Gitlin | | | | | | Chairman and Chief Executive Officer | | | | | | [removed: 53] [added: 54] | | |

| Ajay Agrawal | | | | | | Senior Vice President, Global Services and Healthy Buildings | | | | | | [removed: 59] [added: 60] | | |

| Kyle Crockett | | | | | | Vice President, Controller | | | | | | [removed: 49] [added: 50] | | |

| Patrick Goris | | | | | | Senior Vice President and Chief Financial Officer | | | | | | [removed: 51] [added: 52] | | |

| Kevin J. O'Connor | | | | | | Senior Vice President, Chief Legal Officer | | | | | | [removed: 55] [added: 56] | | |

| Jurgen Timperman | | | | | | President, Fire & Security | | | | | | [removed: 50] [added: 51] | | |

| Nadia Villeneuve | | | | | | Senior Vice President, Chief Human Resources Officer | | | | | | [removed: 50] [added: 51] | | |

| Timothy White | | | | | | President, Refrigeration | | | | | | [removed: 49] [added: 50] | | |

Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareowners entitled "Other Important Information" under the heading "Delinquent Section 16(a) Reports." We have adopted a code of ethics that applies to all of our directors, officers, employees and representatives.

[removed: Our Corporate Governance Guidelines and the charters of our Board of Directors’] Audit Committee, Compensation Committee, and Governance Committee are available on our website at https://www.corporate.carrier.com.

Our Corporate Governance Guidelines and the charters of our Board of Directors’

| Christopher Nelson | | | | | | President, HVAC | | | | | | 52 | | |

Christopher Nelson. Mr. Nelson was appointed President, HVAC in March 2020.

Previously, he served as President, Commercial HVAC from 2018 to March 2020 and President, North American HVAC from 2012 to 2018.

The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareowners entitled "Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation."

The information relating to security ownership of certain beneficial owners and management is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareowners titled "Share Ownership."

The following table provides information as of December 31, [removed: 2022] [added: 2023] concerning Common Stock issuable under Carrier’s equity compensation plans.

| Equity compensation plans approved by shareowners | | | | | | [removed: 17,266,000] [added: 16,403,000] | | | (1) | | | | | | $ | [removed: 24.53] [added: 28.34] | | | | | [removed: 26,100,000] [added: 19,600,000] | | | (2) | | |

(1) Consists of the following issuable shares of Common Stock awarded under the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “2020 LTIP”): (i) shares of Common Stock issuable upon the exercise of outstanding non-qualified stock options; (ii) shares of Common Stock issuable upon the exercise of outstanding Stock Appreciation Rights (SARs); (iii) shares of Common Stock issuable pursuant to outstanding restricted stock unit and performance share unit awards, assuming performance at the target level (up to an additional [removed: 2,235,900] [added: 3,138,000] shares of Common Stock could be issued if performance goals are achieved above target) ; and (iv) shares of Common Stock issuable upon the settlement of outstanding deferred stock units awarded under the 2020 LTIP.

For purposes of determining the total number of shares to be issued in respect of outstanding SARs as reflected in column (a) above, we have used the NYSE closing price for a share of Common Stock on December [removed: 31, 2022] [added: 29, 2023] of [removed: $41.25.][added: $57.45.]

[added: The] weighted-average exercise price of outstanding options, warrants and rights shown in column (b) takes into account only the shares identified in clauses (i) and (ii).

(2) Represents the maximum number of shares of Common Stock available to be awarded under the 2020 LTIP as of December 31, [removed: 2022.][added: 2023.]

The

The information required by Item 13 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareowners entitled "Nominees for the [removed: 2023] [added: 2024] Annual Meeting" (under the subheading "Director Independence") and "Other Important Information" (under the subheading "Transactions with Related Persons").

The information required by Item 14 is incorporated by reference to the sections of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareowners entitled "Proposal 3: Ratify Appointment of Independent Auditor for [removed: 2023,"] [added: 2024,"] including the information provided in that section with regard to "Audit Fees," "Audit-Related Fees," "Tax Fees" and "All Other Fees."

See [removed: [Index](#ifccc4432bb8b4626a46cbdb7dff22c4c_7)] [added: [Index](#i64619af820bc47c490f91ca06fd8e0f8_7)] appearing on [page [removed: 1](#ifccc4432bb8b4626a46cbdb7dff22c4c_7).][added: 1](#i64619af820bc47c490f91ca06fd8e0f8_7).]

| 3.2 | | | | | | [Amended and Restated Bylaws of Carrier Global Corporation (incorporated by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/carrierglobalcorporation-a.htm) [3.2](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/carrierglobalcorporation-a.htm) [of] [added: Exhibit 3.2 of] Carrier Global Corporation's Annual [removed: Report on Form 10-K filed] [added: Report](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/carrierglobalcorporation-a.htm) [filed] with the SEC on February 8, 2022, File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/carrierglobalcorporation-a.htm) | | |

| 4.6 | | | | | | [Description of Securities (incorporated by reference to Exhibit [removed: 4.6](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a2021-12x3110xkexhibit46.htm) [of] [added: 4.6 of] Carrier Global Corporation's Annual [removed: Report on] [added: Report](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a2021-12x3110xkexhibit46.htm) [on] Form 10-K [added: filed](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a2021-12x3110xkexhibit46.htm) [on Form 10-K] filed with the SEC on February 8, 2022, File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a2021-12x3110xkexhibit46.htm) | | |

| 10.1 | | | | | | [Amendment No. 2 dated as of November 15, 2021 to the Revolving Credit Agreement, dated as of February 10, 2020, among Carrier Global Corporation, the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) [](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm)[(incorporated] [added: agent (incorporated] by reference to Exhibit 10.1 of Carrier Global [removed: Corporation's](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) [Annual](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) [Report on Form](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) [10](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm)[\-K filed] [added: Corporation's Annual Report](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) [on Form 10-K](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) [](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm)[filed] with the SEC [removed: on](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) [February](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) [8](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm)[2](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm)[,] [added: on February 8, 2022,] File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) | | |

| 10.7 | | | | | | [Carrier Global Corporation Change in Control [removed: Severance](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000048/amendedandrestatedcarrierg.htm) [Pl](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000048/amendedandrestatedcarrierg.htm)[an](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000048/amendedandrestatedcarrierg.htm) [(Amended] [added: Severance Plan (Amended] and Restated effective as of April 13, 2022) (incorporated by reference to Exhibit 10.1 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on July 28, 2022, File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000048/amendedandrestatedcarrierg.htm)+ | | |

| 10.11 | | | | | | [Carrier Global Corporation LTIP Performance Share Unit Deferral [removed: Plan*](https://www.sec.gov/Archives/edgar/data/1783180/000178318023000012/exhibit1011-carrierglobalc.htm)+] [added: Plan*](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/exhibit1011-carrierglobalc.htm)+] | | |

| 10.25 | | | | | | [Carrier Summary of Compensation and Benefits for Directors [removed: (2023-2024] [added: (2024-2025] Board [removed: Cycle)*](https://www.sec.gov/Archives/edgar/data/1783180/000178318023000012/exhibit1025-2022summaryofc.htm)+] [added: Cycle)*](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/exhibit1025-2022summaryofc.htm)+] | | |

| 10.33 | | | | | | [Schedule of Terms for Restricted Stock Unit Awards (annual) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (February 1, 2022) (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000034/exhibit102rsuscheduleofter.htm)[2](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000034/exhibit102rsuscheduleofter.htm) [to] [added: 10.2 to] Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on April 28, 2022, File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000034/exhibit102rsuscheduleofter.htm)+ | | |

| 10.34 | | | | | | [Schedule of Terms for Stock Appreciation Right Awards (annual) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (February 1, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000034/exhibit103sarscheduleofter.htm) [(incorporated] [added: 2022) (incorporated] by reference to Exhibit 10.3 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on April 28, 2022, File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000034/exhibit103sarscheduleofter.htm)+ | | |

| 10.37 | | | | | | [Form of Award Agreement for 2022 Performance Share Unit Awards granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000034/exhibit106annualgrant-form.htm)[6](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000034/exhibit106annualgrant-form.htm) [to] [added: 10.6 to] Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on April 28, 2022, File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000034/exhibit106annualgrant-form.htm)+ | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant*](https://www.sec.gov/Archives/edgar/data/1783180/000178318023000012/exhibit21-subsidiaries12x3.htm)] [added: Registrant*](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/a2023-12x31ex21xsubsidiari.htm)] | | |

| 23 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP*](https://www.sec.gov/Archives/edgar/data/1783180/000178318023000012/a2022-12x3110xkexhibit23.htm)] [added: LLP*](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/a2023-12x3110xkexhibit23.htm)] | | |

| 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318023000012/exhibit31112-31x2022.htm)] [added: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/a2023-12x3110xkexhibit311.htm)] | | |

| 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318023000012/a2022-12x3110xkexhibit312.htm)] [added: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/a2023-12x3110xkexhibit312.htm)] | | |

| 31.3 | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318023000012/a2022-12x3110xkexhibit313.htm)] [added: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/a2023-12x3110xkexhibit313.htm)] | | |

| 32 | | | | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/1783180/000178318023000012/a2022-12x3110xkexhibit32.htm)‡] [added: Certifications](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/a2023-12x3110xkexhibit32.htm)‡] | | |

| 104 | | | | | | The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL and contained in Exhibit 101. | | |

Attached as Exhibit 101 to this report are the following formatted in extensible Business Reporting Language ("XBRL"): (i) Consolidated Statement of Operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (ii) Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (iii) Consolidated Balance Sheet as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] (iv) Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (v) Consolidated Statement of Changes in Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] and (vi) Notes to the Consolidated Financial Statements.

| 4.7 | | | | | | [Indenture, dated November 29, 2023, between Carrier Global Corporation and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on November 30, 2023, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0401.htm) | | |

| 4.8 | | | | | | [Supplemental Indenture No. 1, dated November 29, 2023, between Carrier Global Corporation and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on November 30, 2023, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0402.htm) | | |

| 4.9 | | | | | | [Supplemental Indenture No. 2, dated November 30, 2023, between Carrier Global Corporation and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on November 30, 2023, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0403.htm) | | |

| 4.10 | | | | | | [Registration Rights Agreement, dated November 29, 2023, by and among Carrier Global Corporation, J.P. Morgan Securities plc, Merrill Lynch International, Citigroup Global Markets Limited, HSBC Bank plc, Barclays Bank PLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, BNP Paribas, Deutsche Bank AG, London Branch, Intesa Sanpaolo S.p.A., Mizuho International plc, MUFG Securities EMEA plc, SMBC Nikko Capital Markets Limited, UniCredit Bank AG, Wells Fargo Securities International Limited, Bank of Montreal, London Branch, Commerzbank Aktiengesellschaft, ICBC Standard Bank Plc, Loop Capital Markets LLC, Société Générale, and Siebert Williams Shank & Co., LLC. (incorporated by reference to Exhibit 4.4 of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on November 30, 2023, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0404.htm) | | |

| 4.11 | | | | | | [Registration Rights Agreement, dated November 30, 2023, by and among Carrier Global Corporation, J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. (incorporated by reference to Exhibit 4.5 of Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on November 30, 2023, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0405.htm) | | |

| 10.40 | | | | | | [Revolving Credit Agreement, dated as of May 19, 2023, among Carrier Global Corporation, Carrier Intercompany Lending Designated Activity Company, the Subsidiary Borrowers party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on May 25, 2023, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1001.htm) | | |

| 10.41 | | | | | | [364-Day Revolving Credit Agreement, dated as of May 19, 2023, among Carrier Global Corporation, Carrier Intercompany Lending Designated Activity Company the Subsidiary Borrowers party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on May 25, 2023, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1002.htm) | | |

| 10.42 | | | | | | [Term Loan Credit Agreement, dated as of May 19, 2023, among Carrier Global Corporation, the Subsidiary Borrowers party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1003.htm) [](http://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1003.htm)[(incorporated by reference to Exhibit 10.3 to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on May 25, 2023, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1003.htm) | | |

| 10.43 | | | | | | [License Agreement dated as of January 2, 2024, by and among Viessmann Group GmbH & Co. KG, Viessmann Climate Solutions SE and Carrier Global Corporation (incorporated by reference to Exhibit 10.1 to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on January 2, 2024, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000114036124000034/ef20016935_ex10-1.htm) | | |

| 10.44 | | | | | | [Investor Rights Agreement dated as of January 2, 2024, by and between Carrier Global Corporation and Viessmann Group GmbH & Co. KG. (incorporated by reference to Exhibit 10.2 to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on January 2, 2024, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000114036124000034/ef20016935_ex10-2.htm) | | |

| 10.45 | | | | | | [Bridge Loan Agreement dated as of January 2, 2024, by and among Carrier Global Corporation, JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.3 to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on January 2, 2024, File No. 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000114036124000034/ef20016935_ex10-3.htm) | | |

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| 97 | | | | | | [Carrier Global Corporation Clawback Policy](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/exhibit97-clawbackpolicyas.htm) | | |

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| Dated: | | | February [removed: 7, 2023] [added: 6, 2024] | | | by: | | | /s/PATRICK GORIS | | |

| Dated: | | | February [removed: 7, 2023] [added: 6, 2024] | | | by: | | | /s/KYLE CROCKETT | | |

| /s/David Gitlin | | | | | | Director, Chairman and Chief Executive Officer | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Patrick Goris | | | | | | Senior Vice President and Chief Financial Officer | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Kyle Crockett | | | | | | Vice President, Controller | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Jean-Pierre Garnier | | | | | | Director | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/John J. Greisch | | | | | | Director | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Charles M. Holley, Jr. | | | | | | Director | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Michael M. McNamara | | | | | | Director | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Susan N. Story | | | | | | Director | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Michael A. Todman | | | | | | Director | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Virginia M. Wilson | | | | | | Director | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Beth A. Wozniak | | | | | | Director | | | | | | February [removed: 7, 2023] [added: 6, 2024] | | |

| /s/Maximilian Viessmann | | | | | | Director | | | | | | February 6, 2024 | | |

| Maximilian Viessmann | | | | | | | | | | | | | | |