Carrier Global (CARR) 10-K risk factor changes: FY2024 vs FY2023

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

- Our business and financial performance depend on continued and substantial investments in our information [added: and operational] technology infrastructure, which may not yield anticipated benefits and which may be vulnerable to cyber-attacks.

- We use a variety of raw materials, supplier-provided [removed: parts] [added: parts,] and third-party service providers in our business.

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

Significant shortages, supplier capacity constraints or production disruptions, price [removed: increases or] [added: increases, duties,] tariffs [added: or other government actions] could increase our operating [removed: costs] [added: costs, disrupt our operations] and adversely impact the competitive positions of our products.

- Natural disasters, epidemics or other unexpected events [removed: (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.

- We may be affected by global economic, capital market and political conditions, and conditions in the [added: energy,] construction, transportation and infrastructure industries in particular.

- Our business success depends on attracting and retaining [removed: qualified personnel.][added: key personnel and other talent throughout the Company.]

Approximately [removed: 48%] [added: 50%] of our net sales for the year ended December 31, [removed: 2023] [added: 2024,] are derived from international operations, including U.S. export sales.

The implementation of more restrictive trade [removed: policies] [added: policies, including tariffs,] by the U.S. or by other countries, such as China and Mexico, where we sell or produce our products and services or procure materials, including as a result of [removed: the ongoing] trade conflict between the U.S. and [removed: China,] [added: other countries,] could negatively impact our business, results of operations and financial condition.

In addition, as part of our globalization strategy, we have invested in certain countries, including Mexico, Brazil, China, [removed: India] [added: India, Saudi Arabia] and [added: other] countries in the Middle East.

In addition, our ability to apply our internal controls and [added: governance and] compliance policies to our minority-held joint ventures is limited and can expose us to additional financial and reputational risks.

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

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

The potential impacts of climate [removed: change] [added: events] on our operations are highly uncertain and depend upon the unique geographic and environmental factors present; for example rising sea levels at certain of our facilities, changing storm patterns and intensities and changing temperature levels.

The effects of climate [removed: change] [added: events] could disrupt our operations by impacting the availability and cost of materials and by increasing insurance and other operating costs.

The effects of climate [removed: change] [added: events] 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.

Potential adverse impacts from climate [removed: change] [added: events] may create health and safety issues for employees operating at our facilities and may lead to an inability to maintain standard operating hours.

There is a general consensus that greenhouse gas emissions are linked to climate [removed: change,] [added: events,] and that these emissions must be reduced dramatically to avert its worst effects.

Increased public awareness and concern about climate [removed: change will likely] [added: events may] continue to: (1) generate more international, regional and/or national requirements to curtail the use of high global warming potential refrigerants [removed: (e.g.] [added: (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; (3) cause a shift away from the use of fossil fuels as an energy source, including natural gas prohibitions; and (4) lead to the adoption of additional rules and regulations surrounding public disclosures relating to greenhouse gas emissions, including those [removed: recently] adopted in California and the European Union.

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

We have set [removed: environmental, social and governance] [added: sustainability] goals to be achieved by 2030, which include investing over [removed: $2] [added: $4] billion to develop [removed: healthy, safe, sustainable and] intelligent [removed: buildings] [added: climate] and [removed: cold chain] [added: energy] solutions that [removed: incorporate sustainable design principles and] reduce [removed: lifecycle] [added: environmental] impacts, [removed: reducing our customers' carbon footprint by] [added: avoiding] more than 1 [removed: gigaton,] [added: gigaton of customer greenhouse gas emissions,] achieving carbon neutral operations and reducing energy intensity by 10% across our operations.

As global regulatory reporting obligations continue to emerge and evolve, we strive to align our [added: sustainability disclosures to global reporting requirements, standards, and best practices.]

Our business and financial performance depend on continued and substantial investments in our information [added: and operational] technology infrastructure, which may not yield anticipated benefits and which may be vulnerable to cyber-attacks.

The efficient operation of our business requires continued and substantial investments in information technology ("IT") [added: and operational technology (“OT”, together, “Technology”)] infrastructure systems.

The failure to design, develop, maintain and implement [removed: IT technology] [added: Technology] infrastructure systems in an effective and timely manner or to maintain these systems could divert management’s attention and resources.

Our business has been and may again in the future be impacted by disruptions to our or third-party providers’ [removed: IT] [added: Technology] 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 [removed: IT] [added: Technology] infrastructure; (ii) targeting the security, integrity and/or availability of hardware and software; (iii) 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 into, or into environments using, third-party products); and (iv) on facilities or similar infrastructure.

[added: 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.

For example, in connection with the integration of the VCS Business, we incurred transaction fees and costs related to formulating integration [removed: plans, we expect to incur a number of non-recurring costs associated with] [added: plans and] achieving cost [removed: synergies in connection with the acquisition,] [added: synergies,] 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.

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $14.3] [added: $12.3] billion in aggregate principal amount of outstanding indebtedness, including debt incurred to close the acquisition of the VCS Business on January 2, 2024.

See Note 7 – Borrowings and Lines of Credit [removed: and Note 25 – Subsequent Events] in the accompanying Notes to the Consolidated Financial Statements and the section entitled "Liquidity and Financial Condition" in this Annual Report for additional information.

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

Our debt obligations could potentially have important consequences to us and our debt and equity investors, including: (1) requiring a substantial portion of our cash flows from operations to make debt service payments or to refinance our indebtedness as it becomes due, making it more difficult for us to satisfy our other priorities and obligations; (2) [removed: resulting in higher interest expenses, (3)] increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing; [removed: (4)] [added: (3)] increasing our vulnerability to general adverse economic and industry conditions; [removed: (5)] [added: (4)] reducing the cash flows available to fund capital expenditures and other corporate purposes and to grow our business; [removed: (6)] [added: (5)] limiting our flexibility in pursuing strategic opportunities or planning for, or reacting to, changes in our business and the industry; [removed: (7)] [added: (6)] placing us at a competitive disadvantage relative to our competitors that may not be as highly leveraged; and [removed: (8)] [added: (7)] limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares.

We nonetheless rely on a combination of patents, trademarks, copyrights, trade secrets, nondisclosure agreements, customer and supplier agreements, license agreements, [removed: IT] [added: Technology] security systems, internal controls and compliance systems and other measures to protect our intellectual property.

[added: We also rely on nondisclosure] agreements, [removed: IT] [added: Technology] 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.

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

Significant shortages, supplier capacity constraints or production disruptions, price increases, [removed: or] [added: duties,] tariffs [added: or other government actions] could increase our operating [removed: costs] [added: costs, disrupt our operations] and adversely impact the competitive positions of our products.

Our reliance on suppliers and commodity markets to secure components [added: (such as motors] and [added: valves) and] raw materials (such as copper, aluminum and steel), and on service providers to deliver our products, exposes us to volatility in the prices and availability of these materials and services.

Our supply chain could be impacted by climate [removed: change] [added: events] through extreme [removed: weather events,] [added: weather,] resulting in delivery or production disruptions and increased material costs.

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

Uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments, as well as political conditions in and between the United States and foreign countries in which we operate, could significantly and adversely affect our business and financial results.

At the same time, U.S. energy and climate policy may not align with the above trends.

Further, the retraction of existing and implementation of new U.S. energy and/or climate policy and incentives could significantly and adversely impact our business, strategic direction and growth plans.

Differing views of environmental, social and governance issues may also increase the risk that our goals or actions taken to meet our goals would be viewed unfavorably by investors, activist groups, current and potential customers, employees and other stakeholders.

We also make strategic divestitures from time to time, including the dispositions during 2024 of Access Solutions, Industrial Fire, CCR and the CRF Business.

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

For example, the availability and prices of raw materials and supplies may be impacted as a result of, among other things, the imposition of tariffs, duties and other potential changes in trade policies.

We must comply with U.S. Foreign Corrupt Practices Act (“FCPA”), antitrust, anti-money laundering, and other anti-corruption and anti-collusion laws.

There is also uncertainty in the current U.S. government contracting environment as to the extent of funding that may be available for future projects.

Uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments, as well as political conditions in and between the U.S. and foreign countries in which we operate, could significantly and adversely affect our business and financial results.

There are ongoing threats of war, terrorism or governmental instability in various countries and regions, including those where we do business.

Our future success and ability to execute our strategic plan depends on our ability to hire, retain and develop a high performance, customer-centric executive management team and its ability to provide consistent leadership and direction.

The failure to retain our executive officers and other key personnel could result in significant disruption and have a material adverse effect on our business operations and ability to deliver our growth objectives.

Our future success also depends on our ability to attract, retain and develop qualified personnel with the requisite technical expertise and understanding of our customers’ needs at all levels of the organization, including skilled labor.

The availability of skilled labor needed for the design and production of our products and delivery of services is limited in a number of the locations in which we operate, and the competition for talent is robust.

Difficulties attracting and retaining a qualified workforce could adversely impact our operations and overall 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.

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

Any disruption to our business arising from such issues,

We also make strategic divestitures from time to time.

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.

We also rely on nondisclosure

Such disruption has in the

Any such work stoppages (or potential work stoppages)

business practices.

The U.S. Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business.

Certain of our or our channel partners' customer relationships are with governmental entities and are, therefore, subject to the FCPA and other anti-corruption laws.

We are also subject to antitrust, anti-collusion and anti-money laundering laws in various jurisdictions throughout the world.

Despite meaningful measures to ensure lawful conduct, which include training, audits and internal control policies and procedures, we may not always be able to prevent our employees, third-party agents or channel partners from violating the FCPA or anti-trust, anti-money laundering or other anti-corruption laws.

As a result, we could be subject to criminal and civil penalties, as well as disgorgement.

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.

For example, potential conflicts of interest could arise in connection with the resolution of any dispute regarding the terms of the agreements governing the Separation and our relationship with UTC and Otis thereafter.

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.

In addition, the extent to which COVID-19 will continue to impact the global economy remains uncertain.

Our ability to sustain and grow our business requires us to hire, retain and develop a highly skilled and diverse management team and workforce.

Failure to ensure that we have leadership with the necessary skill sets and experience could impede our ability to deliver our growth objectives, execute our strategic plan and effectively transition our leadership.

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

Our operations are classified into [removed: three] [added: two] segments: [removed: HVAC, Refrigeration] [added: HVAC] and [removed: Fire & Security.][added: Refrigeration.]

Our worldwide operations are affected by global and regional industrial, economic and political [removed: factors] [added: factors, trade policies] and trends.

We believe [removed: that] our business segments are well positioned to benefit from favorable secular trends, including [removed: these mega-trends and from] the [removed: strength] [added: mega-trends] of [removed: our industry-leading brands] [added: urbanization, population growth] and [removed: track record of innovation.][added: demographic shifts, food security and safety, digitalization, global connectivity and energy efficiency.]

[removed: Our business is] [added: They are] also affected by changes in the general level of economic activity, such as changes in business and consumer spending, construction and shipping activity as well as short-term economic factors such as currency fluctuations, commodity price volatility and supply disruptions.

[removed: Planned Portfolio] [added: Portfolio] Transformation

The acquisition was completed on January 2, [removed: 2024 for total consideration of $14.2 billion.][added: 2024.]

As a result, the assets, liabilities and results of operations of [removed: TCC] [added: the VCS Business] are consolidated in the accompanying Consolidated Financial Statements as of the date of acquisition and reported within our HVAC segment.

[removed: On January 3, 2022,] [added: During the year ended December 31, 2024,] we completed the sale of [removed: Chubb (the "Chubb Sale") for net proceeds of $2.9 billion] [added: CCR] and recognized a gain on the sale of [removed: $1.1 billion during the year ended December 31, 2022.][added: $318 million.]

This discussion summarizes the significant factors affecting our consolidated results of operations, financial condition and liquidity for the year ended December 31, [removed: 2023] [added: 2024,] compared with December 31, [removed: 2022.][added: 2023.]

A detailed discussion of the year ended December 31, [removed: 2022] [added: 2023,] compared with December 31, [removed: 2021] [added: 2022,] 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: 2022] [added: 2023] Annual Report, filed with the SEC on February [removed: 7, 2023,] [added: 6, 2024,] under the heading "Results of Operations," which is incorporated herein by reference.

Year Ended December 31, [removed: 2023] [added: 2024] Compared with Year Ended December 31, [removed: 2022][added: 2023]

| (In millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Period Change | | | | | | % Change | | | | | | [removed: | | |]

| Cost of products and services sold | | | [removed: (15,715) | | | | | | (14,957) | | | | | | (758) | | | | | | 5] [added: (16,505)] | | [removed: %] | | | | [added: (13,789)] | | |

| [removed: Non-operating] [added: Non-operating] income (expense), [removed: net | | | (212) | | | | | | (223) | | | | | | 11] [added: net] | | | [added: $] | [added: (372)] | | [removed: (5)] | | [removed: %] | [added: $] | [added: (161)] | | | | |

| Less: Non-controlling interest in subsidiaries' earnings from operations | | | [removed: 91] [added: 104] | | | | | | [removed: 50] [added: 91] | | | | | | [removed: 41] [added: 13] | | | | | | [removed: 82] [added: 14] | | % | | | | [removed: | | |]

For the year ended December 31, [removed: 2023,] [added: 2024,] *Net sales* was [removed: $22.1] [added: $22.5] billion, an [removed: 8%] [added: 19%] increase compared with the same period of [removed: 2022.][added: 2023.]

| | | | [added: | | | 2024 | | | | | |] 2023 | | | | | | [added: | | |]

| Acquisitions and divestitures, net | | | [removed: 5] [added: 16] | | % | | | |

| Total % change | | | [removed: 8] [added: 19] | | % | | | |

Organic sales for the year ended December 31, [removed: 2023] [added: 2024,] increased by 3% compared with the same period of [removed: 2022.][added: 2023.]

The organic increase was primarily driven by our HVAC segment due to improved [removed: global] end-markets in [removed: our Commercial HVAC business and pricing improvements] [added: the Americas, which more than offset reduced end-markets] in [removed: our North America residential] [added: EMEA] and [removed: light commercial business.][added: Asia.]

The results of [removed: TCC] [added: the VCS Business] have been included in our Consolidated Financial Statements since the date of acquisition.

The transaction added [removed: 6%] [added: 21%] to *Net sales* [removed: during] [added: for] the year ended December 31, [removed: 2023] [added: 2024,] and is included in Acquisitions and divestitures, net.

The [removed: deconsolidation had a 1% impact on] [added: transaction reduced] *Net [removed: sales* during] [added: Sales* by 8% for] the year ended December 31, [removed: 2023] [added: 2024,] and is included in Acquisitions and divestitures, net.

For the year ended December 31, [removed: 2023,] [added: 2024,] gross margin was [removed: $6.4] [added: $6.0] billion, a [removed: 17%] [added: 16%] increase compared with the same period of [removed: 2022.][added: 2023.]

| (In millions) | | | [removed: 2023 | | | | | | 2022 | | | | | | | | | | | |] [added: 2024] | | | | | | [added: 2023] | | |

| Cost of products and services sold | | | [removed: (15,715) | | |] [added: (16,505)] | | | [removed: (14,957)] | | | [added: (13,789)] | | | | | | [added: (2,716)] | | | | | | [added: 20] | | [added: %] | | | |

| Percentage of net sales | | | [removed: 28.9] [added: 26.6] | | % | | | | [removed: 26.8] [added: 27.2] | | % | [removed: | | | | | | | | | | | | | | | | | |]

Gross margin increased by [removed: $919] [added: $819] million compared with the year ended December 31, [removed: 2022.][added: 2023.]

[removed: A] [added: The] main driver of the increase related to ongoing customer demand, pricing improvements and our continued focus on productivity initiatives.

[removed: In addition, operating] [added: Operating] results associated with [removed: TCC] [added: the VCS Business since the date of acquisition] further benefited gross margin during the [removed: year.][added: period.]

[removed: Gross] [added: As a result, gross] margin as a percentage of *Net sales* [removed: increased] [added: decreased] by [removed: 210] [added: 60] basis points compared with the same period of [removed: 2022.][added: 2023.]

For the year ended December 31, [removed: 2023,] [added: 2024,] operating expenses, including *Equity method investment net earnings*, was [removed: $4.1] [added: $3.3] billion, a [removed: 331%] [added: 11%] increase compared with the same period of [removed: 2022.][added: 2023.]

| (In millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Selling, general and administrative | | | $ | [removed: (3,297)] [added: (3,197)] | | | | | $ | [removed: (2,512)] [added: (2,607)] | | | | | | | |

| Research and development | | | [removed: (617)] [added: (686)] | | | | | | [removed: (539)] [added: (493)] | | | | | | | | |

| Equity method investment net earnings | | | [removed: 211] [added: 231] | | | | | | [removed: 262] [added: 211] | | | | | | | | |

| Other income (expense), net | | | [removed: (384)] [added: 317] | | | | | | [removed: 1,840] [added: (113)] | | | | | | | | |

| Percentage of net sales | | | [removed: 18.5] [added: 14.8] | | % | | | | [removed: 4.6] [added: 15.8] | | % | | | | | | |

Through our performance-driven culture, we anticipate creating long-term shareowner value by investing strategically to strengthen our product position in homes, buildings and across the cold chain in order to drive profitable growth.

Coupled with our industry-leading brands and track record of innovation, we continue to provide market-leading solutions for our customers.

We are actively monitoring recent trade policy and tariff announcements including the three executive orders issued by the President in February 2025 directing the United States to impose new tariffs on imports from Canada, Mexico and China and the subsequent announcement that the Administration intended to pause tariffs on Canada and Mexico for a month.

We are currently evaluating the potential impact of the announced tariffs on our business and financial condition and actions we may take to mitigate the impact.

In addition, we are currently monitoring the potential impact, if any, of actions taken by these countries in response to the announced tariffs.

There can be no assurance that the future imposition of any tariffs, changes thereto or potential actions taken by countries in response to the tariffs will not have a material adverse effect upon our results of operations, financial condition or liquidity in any period or that any actions we take to mitigate the impact of the tariffs will be effective.

On June 2, 2024, we completed the sale of our Access Solutions business ("Access Solutions") for cash proceeds of $5.0 billion.

Access Solutions, historically reported in our Fire & Security segment, is a global supplier of physical security and digital access solutions supporting the hospitality, commercial, education and military markets.

We recognized a net gain on the sale of $1.8 billion, which is included in *Discontinued operations, net of tax* on the accompanying Consolidated Statement of Operations during the year ended December 31, 2024.

On July 1, 2024, we completed the sale of our Industrial Fire business ("Industrial Fire") for cash proceeds of $1.4 billion.

Industrial Fire, historically reported in our Fire & Security segment, is a leading manufacturer of a full spectrum of fire detection and suppression solutions and services in critical high-hazard environments, including oil and gas, power generation, marine and offshore facilities, automotive, data centers and aircraft hangars.

We recognized a net gain on the sale of $319 million, which is included in *Discontinued operations, net of tax* on the accompanying Consolidated Statement of Operations during the year ended December 31, 2024.

On October 1, 2024, we completed the sale of our Commercial Refrigeration business ("CCR") for cash proceeds of $679 million.

CCR, historically reported in our Refrigeration segment, is a global supplier of turnkey solutions for commercial refrigeration systems and services, with a primary focus on serving food retail customers, cold storage facilities and warehouses.

We recognized a gross gain on the sale of $318 million, which is included in *Other income (expense), net* on the accompanying Consolidated Statement of Operations during the year ended December 31, 2024.

The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement.

On December 2, 2024, we completed the sale of our Commercial and Residential Fire business ("CRF Business") for cash proceeds of $2.9 billion.

The CRF Business, historically reported in our Fire & Security segment, is a leading manufacturer of fire detection and alarm solutions for both commercial and residential applications.

We recognized a net gain on the sale of $1.4 billion, which is included in *Discontinued operations, net of tax* on the accompanying Consolidated Statement of Operations during the year ended December 31, 2024.

The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement.

KFI, an industrial fire detection and suppression business historically reported in our Fire & Security segment, filed a voluntary petition with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under chapter 11 of the Bankruptcy Code.

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

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

| Net sales | | | $ | 22,486 | | | | | $ | 18,951 | | | | | $ | 3,535 | | | | | 19 | | % | | | |

| Gross margin | | | 5,981 | | | | | | 5,162 | | | | | | 819 | | | | | | 16 | | % | | | |

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

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

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

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

| Operating expenses | | | (3,335) | | | | | | (3,002) | | | | | | (333) | | | | | | 11 | | % | | | |

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

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

| Earnings (loss) before income taxes | | | 2,274 | | | | | | 1,999 | | | | | | 275 | | | | | | 14 | | % | | | |

| Income tax expense | | | (1,062) | | | | | | (521) | | | | | | (541) | | | | | | 104 | | % | | | |

| Earnings (loss) from continuing operations | | | 1,212 | | | | | | 1,478 | | | | | | (266) | | | | | | (18) | | % | | | |

| Discontinued operations, net of income taxes | | | 4,496 | | | | | | (38) | | | | | | 4,534 | | | | | | (11932) | | % | | | |

| Net earnings (loss) | | | 5,708 | | | | | | 1,440 | | | | | | 4,268 | | | | | | 296 | | % | | | |

| Net earnings (loss) attributable to common shareowners | | | $ | 5,604 | | | | | $ | 1,349 | | | | | $ | 4,255 | | | | | 315 | | % | | | |

Results in our Refrigeration segment were down compared to the prior year as each of the segment's businesses experienced challenges in certain end-markets.

| Gross margin | | | $ | 5,981 | | | | | $ | 5,162 | |

These include the mega-trends of urbanization, climate change and increasing requirements for food safety driven by the food needs of our growing global population and the rising standards of living in emerging markets.

In addition, we regularly review our end markets to proactively identify trends and adapt our strategies accordingly.

We believe that we have industry-leading global brands, which form the foundation of our business strategy.

Coupled with our focus on growth, innovation and operational efficiency, we expect to drive long-term future growth and increased value for our shareowners.

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.

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.

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.

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

Sale of Chubb Fire & Security Business

On July 26, 2021, we entered into a stock purchase agreement to sell our Chubb Fire & 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.

The results of TCC's operations are included in our consolidated results since the acquisition date of August 1, 2022.

Prior to the acquisition, we 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.

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

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

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

| Net sales | | | $ | 22,098 | | | | | $ | 20,421 | | | | | $ | 1,677 | | | | | 8 | | % | | | | | | |

| Gross margin | | | 6,383 | | | | | | 5,464 | | | | | | 919 | | | | | | 17 | | % | | | | | | |

| Operating expenses | | | (4,087) | | | | | | (949) | | | | | | (3,138) | | | | | | 331 | | % | | | | | | |

| Operating profit | | | 2,296 | | | | | | 4,515 | | | | | | (2,219) | | | | | | (49) | | % | | | | | | |

| Income from operations before income taxes | | | 2,084 | | | | | | 4,292 | | | | | | (2,208) | | | | | | (51) | | % | | | | | | |

| Income tax expense | | | (644) | | | | | | (708) | | | | | | 64 | | | | | | (9) | | % | | | | | | |

| Net income from operations | | | 1,440 | | | | | | 3,584 | | | | | | (2,144) | | | | | | (60) | | % | | | | | | |

| Net income attributable to common shareowners | | | $ | 1,349 | | | | | $ | 3,534 | | | | | $ | (2,185) | | | | | (62) | | % | | | | | | |

The components of the year-over-year change were as follows:

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.

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.

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.

| Net sales | | | $ | 22,098 | | | | | $ | 20,421 | | | | | | | | | | | | | | | | | | | |

| Gross margin | | | $ | 6,383 | | | | | $ | 5,464 | | | | | | | | | | | | | | | | | | | |

There has been no significant change in our exposure to market risk for the year ended December 31, [removed: 2023.][added: 2024.]

We actively manage material currency exposures that are associated with purchases and sales and other assets and liabilities at the legal entity [removed: level; however, we do not hedge currency translation risk.][added: level.]

To the extent that any hedge is not fully effective at offsetting changes in the underlying hedged item, [removed: there could be a] [added: the ineffective portion of the hedge would impact] net [removed: earnings impact.][added: earnings.]

Commodity Price Exposures. We are exposed to volatility in the prices of commodities used in some of our products and when appropriate, we use fixed price contracts [added: with suppliers] to manage this exposure.

We do not have commodity hedge contracts in place at December 31, [removed: 2023.][added: 2024.]

During 2024, we entered into cross currency swaps in order to manage foreign currency translation risk on Euro-denominated assets.

We designated the cross currency swaps as a partial hedge of our investment in certain subsidiaries whose functional currency is the Euro.

As a result, changes in the fair value of the cross currency swaps are recorded in *Equity* in the Consolidated Balance Sheet.

To the extent that any hedge is not fully effective at offsetting changes in the underlying hedged item, the ineffective portion of the hedge would impact net earnings.

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.

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

We believe [removed: that] our [removed: business segments are well positioned to benefit from] [added: strategy is supported by significant] favorable secular trends, [removed: including these mega-trends and from the strength of] our industry-leading brands and track record of innovation.

For the year ended December 31, [removed: 2023,] [added: 2024,] our net sales were [removed: $22.1] [added: $22.5] billion and our operating profit was [removed: $2.3] [added: $2.6] billion.

Our net sales for [removed: 2023] [added: 2024] were derived from the Americas [removed: (58%),] [added: (52%),] Europe, Middle East and Africa ("EMEA") [removed: (22%)] [added: (31%)] and Asia-Pacific [removed: (20%).][added: (17%).]

Our international operations, including U.S. export sales, represented approximately [removed: 48%] [added: 50%] of our net sales for [removed: 2023.][added: 2024.]

During the same period, new equipment comprised [removed: 76%] [added: 75%] and parts and service comprised [removed: 24%] [added: 25%] of our net sales.

[removed: ][added: ]

As of December 31, [removed: 2023,] [added: 2024,] only certain portions of the Tax Matters Agreement ("TMA") remain in effect.

We globally manage our business operations through [removed: three] [added: two] segments: [removed: HVAC, Refrigeration] [added: HVAC] and [removed: Fire & Security.][added: Refrigeration.]

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

Our established brands include Carrier, [added: Viessmann,] Toshiba, Automated Logic, Bryant, CIAT, Day & Night, Heil, NORESCO and Riello which offer an innovative and complete portfolio of products that provide numerous solutions for our customers.

Products [added: and services] include air conditioners, heating systems, heat pumps, [removed: controls and aftermarket components as well as] [added: building automation systems,] aftermarket [added: components,] repair and maintenance services and [removed: building automation systems.][added: rentals as well as modernization and upgrades through the product lifecycle.]

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

Products and services are sold under established brand names, including Carrier [removed: Commercial Refrigeration, Carrier] Transicold and Sensitech.

Products and services are sold directly to transportation companies and [removed: retail stores and] indirectly through joint ventures, independent sales representatives, distributors, wholesalers and dealers.

[removed: Planned Portfolio] [added: Portfolio] Transformation

Our [removed: business strategy] [added: vision] is to be a global leader in intelligent climate and energy solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to our customers.

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

Our strategy also relies on our iconic, industry-leading brands and on strengthening our long-term relationships with channel partners and customers by offering solutions that anticipate customer needs with a focus on technologies related to [removed: environmentally-friendly refrigerants,] energy efficiency, [removed: low] emissions, air quality, electrification, [removed: noise reduction] [added: refrigerants with lower global warming potential] and [removed: safety.][added: noise reduction.]

We [removed: also] pursue potential acquisitions to complement existing products and services [added: and] to [removed: enhance] [added: expand the range of technologies and solutions available to] our [removed: product portfolio.][added: customers.]

[removed: Our strategy involves leveraging] [added: We leverage] 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.

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 integrated [removed: renewable] offerings.

[removed: Our strategy is] [added: We are] focused on offering a comprehensive and differentiated suite of sustainable technologies and services.

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

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

[removed: Our] [added: In addition, 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: losses] [added: loss of cargo, lower operations costs] and support real-time decisions.

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

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

[removed: 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] [added: Our] portfolio [removed: that] includes [removed: low global warming potential] [added: environmentally friendly refrigerants,] high temperature heat pumps for use in industrial and commercial applications, natural refrigerant heat pumps for residential buildings and a connected ecosystem [removed: of offerings] for [removed: an electric home, such as] [added: homes including] solar PV, [removed: batteries,] [added: batteries] and a differentiated digital platform, all supported by extensive service and aftermarket offerings.

We hold approximately [removed: 14,000] [added: 12,000] active patents and pending patent applications worldwide.

We hold direct ownership interests in approximately [removed: 47] [added: 55] joint ventures, the financial results of which are accounted for by the equity method of accounting or the cost basis of accounting, of which 97% of such investments are in our HVAC segment.

As a result, rapid changes in legislation, regulations and government [removed: policies, including with respect to regulations intended to combat climate change,] [added: policies] affect our operations and business in the countries, regions and localities in which we operate and sell our products.

However, [removed: it is our opinion] [added: we believe] that the costs related to compliance requirements for environmental or other government regulations will not have a material adverse effect on our capital expenditures, financial results or competitive position.

We have set ambitious [removed: environmental, social and governance] [added: sustainability] goals to be reached by 2030, which include the following:

- Invest over [removed: $2] [added: $4] billion to develop [removed: healthy, safe, sustainable and] intelligent [removed: buildings] [added: climate] and [removed: cold chain] [added: energy] solutions that [removed: incorporate sustainable design principles and] reduce [removed: lifecycle] [added: environmental] impacts,

- [removed: Achieve] [added: Develop] water [removed: neutrality in] [added: stewardship programs across] our [added: global] operations, prioritizing water-scarce locations, and

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 53,000] [added: 48,000] employees worldwide, of which [removed: 39%] [added: 35%] are located in the Americas, [removed: 23%] [added: 36%] are located in EMEA and [removed: 38%] [added: 29%] are located in [removed: Asia.][added: Asia Pacific.]

As of December 31, [removed: 2023,] [added: 2024,] in the U.S., [removed: 75%] [added: 90%] of our approximately [removed: 4,300] [added: 4,000] production and maintenance employees were covered under six collective bargaining agreements with expiration dates ranging from [removed: 2024] [added: 2025] to 2027.

In Europe, approximately [removed: 11,000] [added: 16,200] employees are represented by [removed: two] [added: a] European Works [removed: Councils] [added: Council] and, at national and local levels, we inform and consult with [removed: 46] [added: 49] local works councils and with unions representing employees at approximately 40 sites.

[removed: We believe that our relations] [added: Relations] with our labor unions and works councils are generally [removed: good.][added: positive.]

Through our performance-driven culture, we anticipate creating long-term shareowner value by investing strategically to strengthen our product position in homes, buildings and across the cold chain in order to drive profitable growth.

We believe our business segments are well positioned to benefit from favorable secular trends, including the mega-trends of urbanization, population growth and demographic shifts, food security and safety, digitalization, global connectivity and energy efficiency.

Coupled with our industry-leading brands and track record of innovation, we continue to provide market-leading solutions for our customers.

In addition, we continue to invest in product and technology innovation within our offerings as well as invest in new business models including Carrier Energy, our solution to reduce demands on power grids and energy infrastructure by better managing energy consumption and reducing end-customer energy costs.

This new business model is also expected to provide a digital connection between the end-customers and Carrier, providing us with opportunities to offer services and aftermarket parts and components over the life of a product.

Our products and services cover a wide range of customers, including in the residential, commercial, education, healthcare, technology, retail, hospitality, data center, and infrastructure markets, among others.

These products, in addition to the markets they serve, provide future service opportunities including replacement components, preventative and on-demand contractual maintenance and repair, digital monitoring and modifications/upgrades.

Products include trucks, trailers, shipping containers and intermodal applications to meet customer needs for both ground transport and ocean freight, while services include maintenance, repair, and monitoring.

We provide customers the flexibility to select solutions from a very broad range of technologies including fossil fuel applications and electric solutions to best adhere to their objectives and preferences as well as regulatory requirements.

In addition, our focus on digitalization and innovation is expanding our offering of service and aftermarket solutions, including on-demand and subscription-based monitoring of customer cargo.

Through the lifecycle of the product, we also offer modifications and upgrades to the current installed base, improving energy efficiency, noise or other customer requirements.

In 2023, we began the journey to further simplify our company and accelerate our business strategy.

Our actions transformed our business portfolio in an effort to establish us as a pure-play, global leader in intelligent climate and energy solutions.

We believe that our greater focus on breakthrough innovation, electrification, energy-efficient solutions, the use of environmentally friendly refrigerants and connected ecosystems will further strengthen our global leadership position in our end-markets and provide responsible solutions for our customers.

The acquisition was completed on January 2, 2024 and reported within our HVAC segment.

On June 2, 2024, we completed the sale of our Access Solutions business ("Access Solutions") to Honeywell International Inc. ("Honeywell") for cash proceeds of $5.0 billion.

Access Solutions, historically reported in our Fire & Security segment, is a global supplier of physical security and digital access solutions supporting the hospitality, commercial, education and military markets.

We recognized a net gain on the sale of $1.8 billion.

On July 1, 2024, we completed the sale of our Industrial Fire business ("Industrial Fire") for cash proceeds of $1.4 billion.

Industrial Fire, historically reported in our Fire & Security segment, is a leading manufacturer of a full spectrum of fire detection and suppression solutions and services in critical high-hazard environments, including oil and gas, power generation, marine and offshore facilities, automotive, data centers and aircraft hangars.

We recognized a net gain on the sale of $319 million.

On October 1, 2024, we completed the sale of our Commercial Refrigeration business ("CCR") for cash proceeds of $679 million.

CCR, historically reported in our Refrigeration segment, is a global supplier of turnkey solutions for commercial refrigeration systems and services, with a primary focus on serving food retail customers, cold storage facilities and warehouses.

We recognized a net gain on the sale of $292 million.

The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement.

On December 2, 2024, we completed the sale of our Commercial and Residential Fire business ("CRF Business") for cash proceeds of $2.9 billion.

The CRF Business, historically reported in our Fire & Security segment, is a leading manufacturer of fire detection and alarm solutions for both commercial and residential applications.

We recognized a net gain on the sale of $1.4 billion.

The net proceeds received are subject to working capital and other adjustments provided in the stock purchase agreement.

To achieve our vision, our core business strategy is to create innovative, differentiated products and solutions to provide a fully-integrated customer experience in order to be our customer’s preferred provider.

Our business strategy is built around the following pillars to drive long-term growth and deliver shareholder value:

Differentiated Products, Channels and Brands

Digitally-Enabled Lifecycle Solutions

Beginning with product design, our product offerings are moving towards digitally-enabled solutions that connect us to our customers throughout the product’s full lifecycle and help us grow our aftermarket sales.

We plan to meet our customer’s needs by offering a wider-range of aftermarket products and services including replacement components, preventative and on-demand maintenance and repair, digital monitoring and modifications/upgrades.

Expand Portfolio with Energy Management Solutions

With the addition of the VCS Business on January 2, 2024, we are well positioned to provide complete energy solutions globally.

Strategic Capital Allocation

Our priorities for capital deployment include funding organic growth, acquisitions and capital returns to shareowners through a growing and sustainable dividend and share repurchases.

- Avoid more than 1 gigaton of customer greenhouse gas emissions,

Our worldwide operations are affected by global and regional industrial, economic and political factors and trends.

These include the mega-trends of urbanization, climate change and increasing requirements for food safety driven by the food needs of a growing global population and the rising standards of living in emerging markets.

In addition, we regularly review our end markets to proactively identify trends and adapt our strategies accordingly.

In connection with the Separation, we issued an aggregate principal balance of $11.0 billion of debt and transferred approximately $10.9 billion of cash to UTC on February 27, 2020 and March 27, 2020.

On April 1, 2020 and April 2, 2020, we received cash contributions totaling $590 million from UTC related to the Separation.

Some of these products are part of 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.

Our refrigeration and monitoring products, services and digital solutions, which form 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.

Commercial refrigeration solutions include refrigerated cabinets, freezers, systems and controls which incorporate next-generation technologies to preserve freshness, ensure safety and enhance the appearance of food and beverages sold by retailers.

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

Our established brands include Kidde, Edwards, GST, LenelS2, Marioff, Autronica, Aritech, Det-Tronics, Onity, Supra and Fireye which provide product and technology innovations that are supported by installation, maintenance and monitoring through a network of channel partners and our own field service business, along with web-based and mobile applications and cloud-based services.

Products include fire, flame, gas, smoke and carbon monoxide detection, portable fire extinguishers, fire suppression systems, intruder alarms, access control systems and video management systems and electronic controls.

Other fire and security service offerings include audit, design, installation and system integration as well as aftermarket maintenance and repair and monitoring services.

Our fire and security products and solutions, also part of 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.

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

favorable secular trends, including health and wellness, sustainability, digitalization, decarbonization, energy transition and a growing middle class.

In order to execute our business strategy, we are focused on three pillars of growth:

Strengthen and Grow our Core

In addition, we continue to actively manage and strengthen our business and product portfolio to meet the current and future needs of our customers.

This is driven by sustaining activities with a focus on improving existing products and reducing production costs.

Increase Product Extensions and Geographic Coverage

We also pursue potential acquisitions to enter new locations and channels as well as expand and enhance our current product portfolio.

Grow Aftermarket, Digital and Customer-Back Solutions

In addition, our product teams are deriving insights from data by employing AWS for connectivity, artificial intelligence and machine learning.

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.

The collaboration is part of our growing investment in digitally-enabled lifecycle solutions designed to inspire confidence in the health and safety of indoor environments.

Our industry-leading global brands and track record of innovation form the foundation of our business strategy.

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 sustainability, increasing digitalization and energy transition.

Coupled with our focus on growth, innovation and operational efficiency, we expect to drive long-term growth and increased value.

- Reduce our customers' carbon footprint by more than 1 gigaton,

- Promote sustainability through education, partnerships and climate resiliency programs.

We believe that our employees are our most important asset and that, in turn, our success and growth depend in large part on our ability to attract, retain and develop a diverse population of talented and high-performing employees at all levels of our organization.

These strategies form the pillars of our human capital management framework and are advanced through the following programs, policies and initiatives.

In addition, we offer a company-paid employee assistance program to help employees and their families with mental health and other life challenges.

In coordination with each country’s social welfare system, and in addition to any required local health care participation, we may provide additional health and welfare benefits depending on, among other things, the market competitiveness in that country.

We also offer a tuition assistance program, the Employee Scholar Program, that is discussed in more detail below (see Talent Development and Employee Engagement*).*

As of December 31, [removed: 2023,] [added: 2024,] the Company, Kidde-Fenwal, Inc. ("KFI") and others have been named as defendants in more than [removed: 6,000] [added: 9,000] lawsuits filed [removed: by individuals] in [added: United States state] or [removed: removed to the] federal courts [removed: of the United States] [added: and a single case in Canada] alleging that the historic use of Aqueous Film Forming Foam ("AFFF") caused personal injuries [removed: and/or] [added: and damage to] property [removed: damage.][added: and water supplies.]

[removed: The individual] [added: Individual] plaintiffs in the MDL Proceedings generally seek damages for alleged personal injuries, medical monitoring, diminution in property value and injunctive relief to remediate alleged contamination of water supplies.

[added: 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.

The [removed: National Foam] [added: lawsuits identified above relate to Kidde Fire Fighting, Inc., which owned the "National Foam"] business [added: that] manufactured AFFF for sale to government (including the U.S. federal government) and non-government customers in the U.S. at a single facility located in West Chester, Pennsylvania (the "Pennsylvania Site").

The defense, however, remains available at any trial [removed: to] [added: in] which it [removed: applies.][added: would apply.]

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

On May 14, 2023, KFI filed a voluntary petition with the United States Bankruptcy Court for the District of Delaware [added: (the “Bankruptcy Court”)] seeking relief under [removed: Chapter] [added: chapter] 11 of the Bankruptcy [removed: Code] [added: Code,] after the Company determined that it would not provide financial support to KFI going [removed: forward,] [added: forward] other than ensuring KFI has access to services necessary for the effective operation of its business.

As a result, all litigation against KFI [removed: is] [added: was] automatically stayed.

On November 21, 2023, the [removed: bankruptcy court] [added: Bankruptcy Court] ordered certain parties, including the Company, to participate in [removed: a] mediation [added: sessions] with respect to claims that might be asserted by and against it in the bankruptcy proceedings.

By agreement, all AFFF-related litigation against the Company, its other subsidiaries and RTX also was stayed.

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

The first of the Proposed Settlement Agreements relates to claims that the Company is responsible for liabilities arising from KFI’s manufacture or sale of AFFF (“Estate Claims Settlement”).

Upon Bankruptcy Court approval, the Estate Claims Settlement will permanently resolve all present and future claims that the Company is responsible for any liabilities of KFI, including all liabilities arising from KFI’s manufacture and sale of AFFF.

The second and third of the Proposed Settlement Agreements release a very substantial amount of current and future direct claims against the Company (the “Direct Claims Settlements”).

Direct claims allege that UTC, which indirectly owned KFI’s AFFF business for eight years, engaged in conduct independent of KFI that caused harm to AFFF claimants.

The Company agreed to indemnify UTC for these direct claims when it was spun-off from UTC.

Upon approval by the MDL Court, the Direct Claims Settlements resolve and enjoin all current and future AFFF-related direct claims against the Company by participating public water providers and airports.

Non-settling parties may still assert direct AFFF-related claims, although we expect a vast majority of public water providers and airports will participate in the Direct Claims Settlements.

As part of the Proposed Settlement Agreements, the Company will pay $615 million in cash over five years, 100% of the net sale proceeds from its sale of KFI’s assets to Pacific Avenue Capital Partners, which are estimated to be $115 million, and contribute the right to recover proceeds under certain of its insurance policies.

The Company will be entitled to receive up to $2.4 billion of proceeds from those insurance policies and will contribute the first $125 million of such proceeds as additional consideration in the Direct Claims Settlements.

The Company also will be entitled to any earnouts payable to KFI under the KFI sale agreement.

The Company expects insurance proceeds it receives in the future, in the aggregate, to cover the amount paid under the Proposed Settlement Agreements.

As a result of the Proposed Settlement Agreements, the Company recorded a liability in the amount of $565 million during the year ended December 31, 2024.

The amount recognized is in addition to liabilities of $50 million that the Company recorded upon the deconsolidation of KFI on May 14, 2023.

As of December 31, 2024, the Company has not recorded any amounts associated with expected insurance proceeds.

On November 14, 2024, KFI filed the chapter 11 plan of liquidation (as may be further amended, restated, supplemented, waived, or otherwise modified from time to time, the "Chapter 11 Plan"), which incorporates the Estate Claims Settlement, provides for the treatment of the various creditor classes, and establishes wind-down provisions, among other things, and the disclosure statement for the Chapter 11 Plan (as may be further amended, restated, supplemented, waived, or otherwise modified from time to time, the "Disclosure Statement").

A hearing to approve the Disclosure Statement, its ancillary documents and establish a Chapter 11 Plan confirmation timeline in the Bankruptcy Court is expected to be held in March 2025.

UTC Equity Awards Conversion Litigation

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 RTX, Carrier, Otis, the former members of the UTC Board of Directors and the members of the Carrier and Otis Boards of Directors (Geraud Darnis, et al.

v.

Raytheon Technologies Corporation, et al.).

The Complaint challenged the method by which UTC equity awards were converted to UTC, Carrier and Otis equity awards following the Separation and the Distribution.

Defendants moved to dismiss the Complaint.

Plaintiffs amended their Complaint on September 13, 2021 (the "Amended Complaint").

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

The Amended Complaint also sought specific performance.

The Company believes all plaintiffs' claims against it are without merit.

Defendants moved to dismiss the Amended Complaint.

On September 30, 2022, the court dismissed the case against all defendants, with prejudice.

Plaintiffs appealed the dismissal to the United States Court of Appeals for the Second Circuit.

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 Company, KFI and others have also been named as defendants in more than 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.

The U.S.

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

Plaintiffs in the MDL Proceedings allege that PFOS and PFOA contamination has resulted from the use of AFFF manufactured using a process known as ECF, and that this process was used exclusively by 3M.

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

Compounds containing PFOS and PFOA (as well as many other PFAS) have also been used for decades by many third parties in a number of different industries to manufacture firefighters’ protective outerwear, carpets, clothing, fabrics, cookware, food packaging, personal care products, cleaning products, paints, varnishes and other consumer and industrial products.

On September 23, 2022, after completion of discovery, the MDL court selected one water provider case, the *City of Stuart, FL v.

3M, et al*., for a bellwether trial.

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

The MDL court ordered the bellwether process for personal injury cases to begin in 2023.

However, the court has not yet outlined details on that process or its timing.

Outside of the MDL Proceedings, the Company and other defendants are also party to six lawsuits in U.S. state courts brought by oil refining companies alleging product liability claims related to legacy sales of AFFF and seeking damages for the costs to replace the product and for property damage.

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 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.

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.

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.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant as of June 30, [removed: 2023,] [added: 2024,] the last business day of the Registrant's most recently completed second fiscal quarter, was approximately [removed: $41.6] [added: $53.2] billion, based on the New York Stock Exchange closing price for such shares on that date.

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 898,364,047] [added: 868,339,902] shares of Common Stock outstanding.

Part III hereof incorporates by reference portions of the Registrant's definitive proxy statement related to its [removed: 2024] [added: 2025] annual meeting of shareowners.

| [Cautionary Note Concerning Factors That May Affect Future [removed: Results](#i64619af820bc47c490f91ca06fd8e0f8_10)] [added: Results](#i3119d1f868cd4209a7c076a88500211b_10)] | | | [removed: [2](#i64619af820bc47c490f91ca06fd8e0f8_10)] [added: [2](#i3119d1f868cd4209a7c076a88500211b_10)] | | |

| [Item 1. [removed: B](#i64619af820bc47c490f91ca06fd8e0f8_16)usiness] [added: B](#i3119d1f868cd4209a7c076a88500211b_16)usiness] | | | [removed: [4](#i64619af820bc47c490f91ca06fd8e0f8_16)] [added: [4](#i3119d1f868cd4209a7c076a88500211b_16)] | | |

| [Item 1A. Risk [removed: Factors](#i64619af820bc47c490f91ca06fd8e0f8_28)] [added: Factors](#i3119d1f868cd4209a7c076a88500211b_31)] | | | [removed: [10](#i64619af820bc47c490f91ca06fd8e0f8_28)] [added: [10](#i3119d1f868cd4209a7c076a88500211b_31)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i64619af820bc47c490f91ca06fd8e0f8_34)] [added: Comments](#i3119d1f868cd4209a7c076a88500211b_37)] | | | [removed: [26](#i64619af820bc47c490f91ca06fd8e0f8_34)] [added: [27](#i3119d1f868cd4209a7c076a88500211b_37)] | | |

| [Item 2. [removed: Properties](#i64619af820bc47c490f91ca06fd8e0f8_37)] [added: Properties](#i3119d1f868cd4209a7c076a88500211b_43)] | | | [removed: [28](#i64619af820bc47c490f91ca06fd8e0f8_37)] [added: [29](#i3119d1f868cd4209a7c076a88500211b_43)] | | |

| [Item 3. Legal [removed: Proceedings](#i64619af820bc47c490f91ca06fd8e0f8_40)] [added: Proceedings](#i3119d1f868cd4209a7c076a88500211b_46)] | | | [removed: [28](#i64619af820bc47c490f91ca06fd8e0f8_40)] [added: [29](#i3119d1f868cd4209a7c076a88500211b_46)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i64619af820bc47c490f91ca06fd8e0f8_43)] [added: Disclosures](#i3119d1f868cd4209a7c076a88500211b_49)] | | | [removed: [30](#i64619af820bc47c490f91ca06fd8e0f8_43)] [added: [31](#i3119d1f868cd4209a7c076a88500211b_49)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Shareowner Matters and Issuer Purchases of Equity [removed: Securities](#i64619af820bc47c490f91ca06fd8e0f8_49)] [added: Securities](#i3119d1f868cd4209a7c076a88500211b_55)] | | | [removed: [31](#i64619af820bc47c490f91ca06fd8e0f8_49)] [added: [32](#i3119d1f868cd4209a7c076a88500211b_55)] | | |

| [removed: [Item](#i64619af820bc47c490f91ca06fd8e0f8_49)] [added: [Item](#i3119d1f868cd4209a7c076a88500211b_55)] 6. \[Reserved\] | | | | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i64619af820bc47c490f91ca06fd8e0f8_58)] [added: Operations](#i3119d1f868cd4209a7c076a88500211b_64)] | | | [removed: [32](#i64619af820bc47c490f91ca06fd8e0f8_58)] [added: [33](#i3119d1f868cd4209a7c076a88500211b_64)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i64619af820bc47c490f91ca06fd8e0f8_103)] [added: Risk](#i3119d1f868cd4209a7c076a88500211b_109)] | | | [removed: [45](#i64619af820bc47c490f91ca06fd8e0f8_103)] [added: [46](#i3119d1f868cd4209a7c076a88500211b_109)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i64619af820bc47c490f91ca06fd8e0f8_106)] [added: Data](#i3119d1f868cd4209a7c076a88500211b_112)] | | | [removed: [47](#i64619af820bc47c490f91ca06fd8e0f8_106)] [added: [48](#i3119d1f868cd4209a7c076a88500211b_112)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i64619af820bc47c490f91ca06fd8e0f8_112) 238[)](#i64619af820bc47c490f91ca06fd8e0f8_112)] [added: ID](#i3119d1f868cd4209a7c076a88500211b_115) 238[)](#i3119d1f868cd4209a7c076a88500211b_115)] | | | [removed: [47](#i64619af820bc47c490f91ca06fd8e0f8_112)] [added: [48](#i3119d1f868cd4209a7c076a88500211b_115)] | | |

| [Consolidated Statement of [removed: Operations](#i64619af820bc47c490f91ca06fd8e0f8_115)] [added: Operations](#i3119d1f868cd4209a7c076a88500211b_118)] | | | [removed: [49](#i64619af820bc47c490f91ca06fd8e0f8_115)] [added: [51](#i3119d1f868cd4209a7c076a88500211b_118)] | | |

| [Consolidated Statement of Comprehensive Income [removed: (Loss)](#i64619af820bc47c490f91ca06fd8e0f8_118)] [added: (Loss)](#i3119d1f868cd4209a7c076a88500211b_121)] | | | [removed: [50](#i64619af820bc47c490f91ca06fd8e0f8_118)] [added: [52](#i3119d1f868cd4209a7c076a88500211b_121)] | | |

| [Consolidated Balance [removed: Sheet](#i64619af820bc47c490f91ca06fd8e0f8_121)] [added: Sheet](#i3119d1f868cd4209a7c076a88500211b_124)] | | | [removed: [51](#i64619af820bc47c490f91ca06fd8e0f8_121)] [added: [53](#i3119d1f868cd4209a7c076a88500211b_124)] | | |

| [Consolidated Statement of Changes in [removed: Equity](#i64619af820bc47c490f91ca06fd8e0f8_124)] [added: Equity](#i3119d1f868cd4209a7c076a88500211b_127)] | | | [removed: [52](#i64619af820bc47c490f91ca06fd8e0f8_124)] [added: [54](#i3119d1f868cd4209a7c076a88500211b_127)] | | |

| [Consolidated Statement of Cash [removed: Flows](#i64619af820bc47c490f91ca06fd8e0f8_127)] [added: Flows](#i3119d1f868cd4209a7c076a88500211b_130)] | | | [removed: [53](#i64619af820bc47c490f91ca06fd8e0f8_127)] [added: [55](#i3119d1f868cd4209a7c076a88500211b_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i64619af820bc47c490f91ca06fd8e0f8_130)] [added: Statements](#i3119d1f868cd4209a7c076a88500211b_133)] | | | [removed: [54](#i64619af820bc47c490f91ca06fd8e0f8_130)] [added: [56](#i3119d1f868cd4209a7c076a88500211b_133)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i64619af820bc47c490f91ca06fd8e0f8_205)] [added: Disclosure](#i3119d1f868cd4209a7c076a88500211b_208)] | | | [removed: [91](#i64619af820bc47c490f91ca06fd8e0f8_205)] [added: [99](#i3119d1f868cd4209a7c076a88500211b_208)] | | |

| [Item 9A. Controls and [removed: Procedures](#i64619af820bc47c490f91ca06fd8e0f8_208)] [added: Procedures](#i3119d1f868cd4209a7c076a88500211b_211)] | | | [removed: [92](#i64619af820bc47c490f91ca06fd8e0f8_208)] [added: [99](#i3119d1f868cd4209a7c076a88500211b_211)] | | |

| [Item 9B. Other [removed: Information](#i64619af820bc47c490f91ca06fd8e0f8_211)] [added: Information](#i3119d1f868cd4209a7c076a88500211b_214)] | | | [removed: [92](#i64619af820bc47c490f91ca06fd8e0f8_211)] [added: [100](#i3119d1f868cd4209a7c076a88500211b_214)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i64619af820bc47c490f91ca06fd8e0f8_214)] [added: Inspections](#i3119d1f868cd4209a7c076a88500211b_217)] | | | [removed: [92](#i64619af820bc47c490f91ca06fd8e0f8_217)] [added: [100](#i3119d1f868cd4209a7c076a88500211b_220)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i64619af820bc47c490f91ca06fd8e0f8_220)] [added: Governance](#i3119d1f868cd4209a7c076a88500211b_223)] | | | [removed: [92](#i64619af820bc47c490f91ca06fd8e0f8_220)] [added: [100](#i3119d1f868cd4209a7c076a88500211b_223)] | | |

| [Item 11. Executive [removed: Compensation](#i64619af820bc47c490f91ca06fd8e0f8_223)] [added: Compensation](#i3119d1f868cd4209a7c076a88500211b_226)] | | | [removed: [94](#i64619af820bc47c490f91ca06fd8e0f8_223)] [added: [101](#i3119d1f868cd4209a7c076a88500211b_226)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareowner [removed: Matters](#i64619af820bc47c490f91ca06fd8e0f8_226)] [added: Matters](#i3119d1f868cd4209a7c076a88500211b_229)] | | | [removed: [94](#i64619af820bc47c490f91ca06fd8e0f8_226)] [added: [101](#i3119d1f868cd4209a7c076a88500211b_229)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i64619af820bc47c490f91ca06fd8e0f8_229)] [added: Independence](#i3119d1f868cd4209a7c076a88500211b_232)] | | | [removed: [94](#i64619af820bc47c490f91ca06fd8e0f8_229)] [added: [102](#i3119d1f868cd4209a7c076a88500211b_232)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i64619af820bc47c490f91ca06fd8e0f8_232)] [added: Services](#i3119d1f868cd4209a7c076a88500211b_235)] | | | [removed: [94](#i64619af820bc47c490f91ca06fd8e0f8_232)] [added: [102](#i3119d1f868cd4209a7c076a88500211b_235)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i64619af820bc47c490f91ca06fd8e0f8_238)] [added: Schedules](#i3119d1f868cd4209a7c076a88500211b_241)] | | | [removed: [95](#i64619af820bc47c490f91ca06fd8e0f8_238)] [added: [103](#i3119d1f868cd4209a7c076a88500211b_241)] | | |

| [Item 16. Form 10-K [removed: Summary](#i64619af820bc47c490f91ca06fd8e0f8_241)] [added: Summary](#i3119d1f868cd4209a7c076a88500211b_244)] | | | [removed: [99](#i64619af820bc47c490f91ca06fd8e0f8_241)] [added: [108](#i3119d1f868cd4209a7c076a88500211b_244)] | | |

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

- the scope, nature, impact or timing of acquisition and divestiture activity, [added: such as our acquisition of the VCS Business (as defined below) and our portfolio transformation transactions,] including among other things integration of acquired businesses into existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs;

- a determination by the U.S. Internal Revenue Service ("IRS") and other tax authorities that the Distribution [added: (as defined below)] or certain related transactions should be treated as taxable transactions; and

- risks associated with current and future indebtedness, as well as our ability to reduce indebtedness and the timing [added: thereof.]

________________________________________________

| 4.125% Notes due 2028 | | | | | | CARR28 | | | | | | New York Stock Exchange | | |

| 4.500% Notes due 2032 | | | | | | CARR32 | | | | | | New York Stock Exchange | | |

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

| [PART I](#i3119d1f868cd4209a7c076a88500211b_13) | | | [4](#i3119d1f868cd4209a7c076a88500211b_13) | | |

| [Item 1C. Cybersecurity](#i3119d1f868cd4209a7c076a88500211b_40) | | | [27](#i3119d1f868cd4209a7c076a88500211b_40) | | |

| [PART II](#i3119d1f868cd4209a7c076a88500211b_52) | | | [32](#i3119d1f868cd4209a7c076a88500211b_52) | | |

| [PART III](#i3119d1f868cd4209a7c076a88500211b_220) | | | [100](#i3119d1f868cd4209a7c076a88500211b_220) | | |

| [PART IV](#i3119d1f868cd4209a7c076a88500211b_238) | | | [103](#i3119d1f868cd4209a7c076a88500211b_238) | | |

| [SIGNATURES](#i3119d1f868cd4209a7c076a88500211b_247) | | | [109](#i3119d1f868cd4209a7c076a88500211b_247) | | |

_________________________________________

| [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) | | |

| [PART III](#i64619af820bc47c490f91ca06fd8e0f8_217) | | | [92](#i64619af820bc47c490f91ca06fd8e0f8_217) | | |

| [PART IV](#i64619af820bc47c490f91ca06fd8e0f8_235) | | | [94](#i64619af820bc47c490f91ca06fd8e0f8_235) | | |

| [SIGNATURES](#i64619af820bc47c490f91ca06fd8e0f8_244) | | | [100](#i64619af820bc47c490f91ca06fd8e0f8_244) | | |

thereof.

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 [removed: IT] [added: Technology] infrastructure or our third-party providers’ [removed: IT] [added: Technology] infrastructures from (among other causes) cybersecurity-based risks, including attacks (i) on our [removed: IT] [added: Technology] 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 [removed: strategy.][added: strategy]

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, [removed: Chief Operating Officer,] [added: Senior Vice President of Operations,] Chief Technology Officer, [added: Chief Product Officer] and [removed: Controller.][added: Controller/Chief Accounting Officer.]

See [removed: “—Governance”] [added: “Governance”] below for further discussion of governance of our cybersecurity program.

Many of our processes and procedures [removed: have been] [added: are] independently audited and assessed [added: on a periodic basis] against [removed: some of the] leading international cybersecurity standards and programs.

Our cybersecurity programs, including the cross-functional management committees [removed: responsible for identifying, assessing, and mitigating cybersecurity risks and incidents,] [added: described above] are [removed: owned by] [added: the responsibility of] our Chief Information [added: Security] 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 [removed: over 30 years of] [added: significant] 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").

We operate approximately [removed: 1,100] [added: 900] sites, which comprise approximately [removed: 40] [added: 36] million square feet of productive space.

Of these, our facilities and key manufacturing sites greater than 100,000 square feet comprise approximately [removed: 31] [added: 27] million square feet of productive space.

Approximately [removed: 70%, 15%] [added: 80%] and [removed: 13%] [added: 9%] of these significant properties are associated with our [removed: HVAC, Refrigeration] [added: HVAC] and [removed: Fire & Security] [added: Refrigeration] segments, respectively, with approximately [removed: 2%] [added: 11%] not associated with a particular segment.

Approximately [removed: 31%] [added: 35%] of these significant properties are leased and the remainder are owned.

Approximately [removed: 27%] [added: 30%] of these significant properties are located in the U.S.

Our fixed assets as of December 31, [removed: 2023] [added: 2024,] 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: 2023] [added: 2024,] 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: 2023,] [added: 2024,] the approximate number of common stock shareowners of record was [removed: 21,605.][added: 19,648.]

The following graph presents the cumulative total shareowner return from the Distribution Date through December 31, [removed: 2023] [added: 2024,] for our common stock, as compared with the S&P 500 Index and the Dow Jones Industrial Index.

[removed: ][added: ]

The cumulative total returns on our common stock and each index as of each April 3, 2020 through December 31, [removed: 2023] [added: 2024,] plotted in the above graph are as follows:

| Company / Index | | | April 3, 2020 | | | | | | December 31, 2020 | | | | | | December 31, 2021 | | | | | | December 31, 2022 | | | | | | December 31, 2023 | | | | | | [added: December 31, 2024] | | | | | |

The following table provides information about our purchases during the three months ended December 31, [removed: 2023] [added: 2024,] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.

Since the initial authorization in February 2021, the Company's Board of Directors authorized the repurchase of up [removed: $4.1] [added: to $7.1] billion of the Company's outstanding common stock.

| Carrier Global Corporation | | | $ | 100.00 | | | | | $ | 225.02 | | | | | $ | 326.97 | | | | | $ | 252.80 | | | | | $ | 357.66 | | | | | $ | 430.12 | | | | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 152.88 | | | | | $ | 196.73 | | | | | $ | 161.07 | | | | | $ | 203.37 | | | | | $ | 254.20 | | | | |

| Dow Jones Industrial Index | | | $ | 100.00 | | | | | $ | 147.76 | | | | | $ | 178.71 | | | | | $ | 166.45 | | | | | $ | 193.38 | | | | | $ | 222.37 | | | | |

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 1 - October 31 | | | | | | 2,636 | | | | | | $77.14 | | | | | | 2,636 | | | | | | $ | 4,494 | |

| November 1 - November 30 | | | | | | 11,446 | | | | | | $75.65 | | | | | | 11,446 | | | | | | $ | 3,628 | |

| December 1 - December 31 | | | | | | 6,352 | | | | | | $69.68 | | | | | | 6,352 | | | | | | $ | 3,186 | |

| Total | | | | | | 20,434 | | | | | | $73.96 | | | | | | 20,434 | | | | | | | | |

| Carrier Global Corporation | | | $ | 100.00 | | | | | $ | 286.66 | | | | | $ | 416.55 | | | | | $ | 316.82 | | | | | $ | 441.24 | | | | | | | | | | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 150.59 | | | | | $ | 193.82 | | | | | $ | 154.28 | | | | | $ | 191.66 | | | | | | | | | | |

| Dow Jones Industrial Index | | | $ | 100.00 | | | | | $ | 145.31 | | | | | $ | 175.75 | | | | | $ | 157.45 | | | | | $ | 179.03 | | | | | | | | | | |

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

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

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

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

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

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of Carrier Global Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

| (In millions, except per share amounts) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Selling, general and administrative | | | [removed: (3,297) | | |] [added: 66] | | | [removed: (2,512)] | | | [added: 62] | | | [removed: (3,120)] | | | [added: 14] | | |

| Equity method investment net earnings | | | [removed: 211] [added: 231] | | | | | | [removed: 262] [added: 211] | | | | | | [removed: 249] [added: 262] | | | | | |

| Other income (expense), net | | | [removed: (384) | | |] [added: (584)] | | | [removed: 1,840] | | | [added: 26] | | | [removed: 39] | | | [added: 22] | | |

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

| Interest (expense) income, net | | | [removed: (211) | | |] [added: (41)] | | | [removed: (219)] | | | [added: (51)] | | | [removed: (306)] | | | [added: (62)] | | |

| Less: Non-controlling interest in subsidiaries' [removed: earnings from operations] | | | [removed: 91] [added: 104] | | | | | | [removed: 50] [added: 91] | | | | | | [removed: 37] [added: 50] | | | | | |

| Net [removed: income] [added: earnings (loss)] attributable to common shareowners | | | $ | [removed: 1,349] [added: 5,604] | | | | | $ | [removed: 3,534] [added: 1,349] | | | | | $ | [removed: 1,664] [added: 3,534] | | | | |

| Basic | | | [removed: 837.3] [added: 898.2] | | | | | | [removed: 843.4] [added: 837.3] | | | | | | [removed: 867.7] [added: 843.4] | | | | | |

| Diluted | | | [removed: 853.0] [added: 911.7] | | | | | | [removed: 861.2] [added: 853.0] | | | | | | [removed: 890.3] [added: 861.2] | | | | | |

| (In millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Foreign currency translation adjustments arising during period | | | [removed: 157] [added: (1,173)] | | | | | | [removed: (551)] [added: 157] | | | | | | [removed: (322)] [added: (551)] | | | | | |

| Foreign currency translation adjustments arising during period | | | [removed: 157] [added: (609)] | | | | | | [removed: (1,125)] [added: 157] | | | | | | [removed: (314)] [added: (1,125)] | | | | | |

| Net actuarial gain (loss) arising during period | | | [removed: (17)] [added: (15)] | | | | | | [removed: 63] [added: (17)] | | | | | | [removed: 53] [added: 63] | | | | | |

| Amortization of actuarial (gain) loss and prior service credit | | | [removed: 1] [added: 2] | | | | | | [removed: 11] [added: 1] | | | | | | [removed: 34] [added: 11] | | | | | |

| | | | [removed: (16)] [added: (6)] | | | | | | [removed: 403] [added: (16)] | | | | | | [removed: 87] [added: 403] | | | | | |

| Tax (expense) benefit | | | [removed: —] [added: (1)] | | | | | | [removed: (3)] [added: —] | | | | | | [removed: (17)] [added: (3)] | | | | | |

| Pension and post-retirement benefit plans adjustments arising during period | | | [removed: (16)] [added: (7)] | | | | | | [removed: 400] [added: (16)] | | | | | | [removed: 70] [added: 400] | | | | | |

| Unrealized cash flow hedging gain (loss) arising during period | | | [removed: 58] [added: —] | | | | | | [removed: —] [added: 58] | | | | | | — | | | | | |

| Other comprehensive income (loss), net of tax | | | [removed: 199] [added: (620)] | | | | | | [removed: (725)] [added: 199] | | | | | | [removed: (244)] [added: (725)] | | | | | |

| Comprehensive income (loss) | | | [removed: 1,639] [added: 5,088] | | | | | | [removed: 2,859] [added: 1,639] | | | | | | [removed: 1,457] [added: 2,859] | | | | | |

| Less: Comprehensive income (loss) attributable to non-controlling interest | | | [removed: (88)] [added: (104)] | | | | | | [removed: (24)] [added: (88)] | | | | | | [removed: (37)] [added: (24)] | | | | | |

| Comprehensive income (loss) attributable to common shareowners | | | $ | [removed: 1,551] [added: 4,984] | | | | | $ | [removed: 2,835] [added: 1,551] | | | | | $ | [removed: 1,420] [added: 2,835] | | | | |

| (In millions, except [added: per] share amounts) | | | [added: | | | 2024 | | | | | |] 2023 | | | | | | 2022 | | | [added: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 10,015] [added: 82] | | | | | $ | [removed: 3,520] [added: 40] | | [added: | | | $ | 121 | | | | | $ | 64 | |]

| Accounts receivable, net | | | [removed: 2,481] [added: (40)] | | | | | | [removed: 2,833] [added: (161)] | | | [added: | | | (51) | | |]

| Contract assets, current [added: (included within *Other current assets*)] | | | [removed: 306] [added: $] | [added: 366] | | | | | [removed: 537] [added: $] | [added: 306] | |

| Inventories, net | | | [removed: 2,217] [added: 43] | | | | | | [removed: 2,640] [added: 73] | | | [added: | | | 99 | | | | | | 408 | | |]

| Assets held for sale | | | [removed: 3,314] [added: —] | | | | | | [removed: —] [added: 5,093] | | |

| Other [removed: assets,] current [added: assets] | | | [removed: 447] | | | [added: 17] | | | [removed: 349] | | | [added: — | | | | | | 17 | | |]

| Total current assets | | | [removed: 18,780] [added: 9,891] | | | | | | [removed: 9,879] [added: 19,576] | | |

| Future income tax benefits | | | [removed: 739] [added: 1,131] | | | | | | [removed: 612] [added: 718] | | |

| Fixed assets, net | | | [removed: 2,293] [added: 18] | | | | | | [removed: 2,241] [added: 24] | | | [added: | | | 84 | | | | | | 127 | | |]

| Operating lease right-of-use assets | | | [removed: 491] [added: 16] | | | | | | [removed: 642] [added: 24] | | | [added: | | | 48 | | | | | | 66 | | |]

| Intangible assets, net | | | [removed: 1,028] [added: 53] | | | | | | [removed: 1,342] [added: 2] | | | [added: | | | 10 | | | | | | 81 | | |]

| Pension and post-retirement assets | | | [removed: 32] [added: 43] | | | | | | [removed: 26] [added: 32] | | |

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG from its assessment of internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded the VCS Business from our audit of internal control over financial reporting.

The VCS Business is a wholly-owned subsidiary whose total assets excluding intangible assets and goodwill arising from the acquisition and total net sales excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 14% and 15%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

*Acquisition of the VCS Business - Valuation of Intangible Assets Acquired*

As described in Note 19 to the consolidated financial statements, on January 2, 2024, the Company completed the acquisition of the VCS Business for total consideration of $14.2 billion.

Of the acquired intangible assets, $4,787 million of customer relationships, $679 million of a trademark, and $1,051 million of technology intangible assets (collectively, the “intangible assets acquired”) were recorded.

The valuation of the intangible assets acquired 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 short-term revenue growth rates, research and development expenses, earnings before interest, taxes, depreciation and amortization (EBITDA) margins, income tax rates, discount rates, customer attrition rate, royalty rates, contributory asset charge, and obsolescence rates, among others.

The principal considerations for our determination that performing procedures relating to the valuation of intangible assets acquired in the acquisition of the VCS Business is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the intangible assets acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to (a) short-term revenue growth rates, research and development expenses, EBITDA margins, income tax rates, discount rate, customer attrition rate, royalty rates, and contributory asset charge for the customer relationships, (b) short-term revenue growth rates, discount rate, and royalty rate for the trademark, and (c) short-term revenue growth rates, discount rate, royalty rates, and obsolescence rates for certain technologies; 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 the acquisition accounting, including controls over management’s valuation of the intangible assets acquired.

These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the intangible assets acquired; (iii) evaluating the appropriateness of the multi-period excess earnings and relief from royalty methods used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings and relief from royalty methods; and (v) evaluating the reasonableness of the significant assumptions used by management related to (a) short-term revenue growth rates, research and development expenses, EBITDA margins, income tax rates, discount rate, customer attrition rate, royalty rates, and contributory asset charge for the customer relationships, (b) short-term revenue growth rates, discount rate, and royalty rate for the trademark, and (c) short-term revenue growth rates, discount rate, royalty rates, and obsolescence rates for certain technologies.

Evaluating management’s assumptions related to (a) short-term revenue growth rates, research and development expenses, EBITDA margins, and income tax rates for the customer relationships, (b) short-term revenue growth rates for the trademark, and (c) short-term revenue growth rates for certain technologies involved considering (i) the current and past performance of the VCS Business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings and relief from royalty methods and (ii) the reasonableness of the (a) discount rate, customer attrition rate, royalty rates, and contributory asset charge assumptions for the customer relationships, (b) discount rate and royalty rate assumptions for the trademark, and (c) discount rate, royalty rates, and obsolescence rates assumptions for certain technologies.

| Product sales | | | $ | 19,990 | | | | | $ | 16,665 | | | | | $ | 15,315 | | | | |

| Service sales | | | 2,496 | | | | | | 2,286 | | | | | | 1,973 | | | | | |

| Total Net sales | | | 22,486 | | | | | | 18,951 | | | | | | 17,288 | | | | | |

| Cost of products sold | | | (14,580) | | | | | | (12,002) | | | | | | (11,459) | | | | | |

| Cost of services sold | | | (1,925) | | | | | | (1,787) | | | | | | (1,532) | | | | | |

| Research and development | | | (686) | | | | | | (493) | | | | | | (416) | | | | | |

| Total Costs and expenses | | | (20,388) | | | | | | (16,889) | | | | | | (15,384) | | | | | |

| Operating profit | | | 2,646 | | | | | | 2,160 | | | | | | 3,984 | | | | | |

| Interest (expense) income, net | | | (371) | | | | | | (160) | | | | | | (157) | | | | | |

| Earnings before income taxes | | | 2,274 | | | | | | 1,999 | | | | | | 3,823 | | | | | |

| Income tax (expense) benefit | | | (1,062) | | | | | | (521) | | | | | | (616) | | | | | |

| Earnings from continuing operations | | | 1,212 | | | | | | 1,478 | | | | | | 3,207 | | | | | |

| Discontinued operations, net of tax | | | 4,496 | | | | | | (38) | | | | | | 377 | | | | | |

| Net earnings (loss) | | | 5,708 | | | | | | 1,440 | | | | | | 3,584 | | | | | |

| Amounts attributable to common shareowners: | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 1,108 | | | | | $ | 1,387 | | | | | $ | 3,157 | | | | |

| Discontinued operations | | | 4,496 | | | | | | (38) | | | | | | 377 | | | | | |

| Basic: | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 1.23 | | | | | $ | 1.66 | | | | | $ | 3.74 | | | | |

| Discontinued operations | | | 5.01 | | | | | | (0.05) | | | | | | 0.45 | | | | | |

| Net earnings (loss) | | | $ | 6.24 | | | | | $ | 1.61 | | | | | $ | 4.19 | | | | |

| Diluted: | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 1.22 | | | | | $ | 1.63 | | | | | $ | 3.67 | | | | |

| Discontinued operations | | | 4.93 | | | | | | (0.05) | | | | | | 0.43 | | | | | |

| Net earnings (loss) | | | $ | 6.15 | | | | | $ | 1.58 | | | | | $ | 4.10 | | | | |

| Net earnings (loss) | | | $ | 5,708 | | | | | $ | 1,440 | | | | | $ | 3,584 | | | | |

| Divestitures | | | 564 | | | | | | — | | | | | | (574) | | | | | |

*Revenue Recognition from Contracts with Customers*

As described in Note 13 to the consolidated financial statements, the Company recognized $22,098 million of consolidated revenue for the year ended December 31, 2023.

Some of the Company’s contracts with customers contain a single performance obligation, while others contain multiple performance obligations most commonly when a contract spans multiple phases of a product life-cycle such as production, installation, maintenance and support.

The Company recognizes revenue when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer.

Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service.

A significant portion of the Company's performance obligations are recognized at a point-in-time when control of the product transfers to the customer, which is generally the time of shipment.

For over-time performance obligations requiring the installation of equipment, revenue is recognized using costs incurred to date relative to total estimated costs at completion to measure progress.

The Company includes variable consideration in the estimated transaction price when there is a basis to reasonably estimate the amount and when it is probable that a significant reversal of revenue recognized would not occur when the uncertainty associated with variable consideration is subsequently resolved.

In addition, the Company customarily offers its customers incentives to purchase products to ensure an adequate supply of its products in distribution channels.

The principal incentive programs provide reimbursements to distributors for offering promotional pricing for products.

The Company accounts for estimated incentive payments as a reduction in sales at the time a sale is recognized.

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 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 customers.

These procedures also included, among 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.

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.

February 6, 2024

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

| Product sales | | | $ | 19,563 | | | | | $ | 18,250 | | | | | $ | 17,214 | | | | |

| Service sales | | | 2,535 | | | | | | 2,171 | | | | | | 3,399 | | | | | |

| | | | 22,098 | | | | | | 20,421 | | | | | | 20,613 | | | | | |

| Cost of products sold | | | (13,831) | | | | | | (13,337) | | | | | | (12,300) | | | | | |

| Cost of services sold | | | (1,884) | | | | | | (1,620) | | | | | | (2,333) | | | | | |

| Research and development | | | (617) | | | | | | (539) | | | | | | (503) | | | | | |

| | | | (19,629) | | | | | | (18,008) | | | | | | (18,256) | | | | | |

| Operating profit | | | 2,296 | | | | | | 4,515 | | | | | | 2,645 | | | | | |

| Income from operations before income taxes | | | 2,084 | | | | | | 4,292 | | | | | | 2,400 | | | | | |

| Income tax expense | | | (644) | | | | | | (708) | | | | | | (699) | | | | | |

| Net income from operations | | | 1,440 | | | | | | 3,584 | | | | | | 1,701 | | | | | |

| Basic | | | $ | 1.61 | | | | | $ | 4.19 | | | | | $ | 1.92 | | | | |

| Diluted | | | $ | 1.58 | | | | | $ | 4.10 | | | | | $ | 1.87 | | | | |

| Net income from operations | | | $ | 1,440 | | | | | $ | 3,584 | | | | | $ | 1,701 | | | | |

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

| Chubb divestiture | | | — | | | | | | (574) | | | | | | — | | | | | |

| Chubb divestiture | | | — | | | | | | 329 | | | | | | — | | | | | |

| Goodwill | | | 7,989 | | | | | | 9,977 | | |

| Other assets | | | 330 | | | | | | 219 | | |

| Accounts payable | | | $ | 2,742 | | | | | $ | 2,833 | |

| Contract liabilities, current | | | 425 | | | | | | 449 | | |

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

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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: 2023.][added: 2024.]

Based on that evaluation, the Company's CEO and CFO have concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024,] 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: 2023] [added: 2024,] 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 the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG on January 2, 2024 in a purchase business combination.

The VCS Business has total assets excluding intangible assets and goodwill arising from the acquisition and total net sales, of approximately 14% and 15%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 excluded the VCS Business, 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, [removed: 2023 ,] [added: 2024,] 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.

The information required by Item 10 with respect to directors, the Audit Committee of the Board of [removed: Directors and] [added: Directors,] audit committee financial experts [added: and insider trading arrangements and policies] is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareowners entitled "Proposal 1: Election of Directors" (under the subheadings "Criteria for Board Membership", "Nominees for the [removed: 2024] [added: 2025] Annual Meeting" and "Corporate Governance").

| Name | | | | | | Position | | | | | | Age as of February [removed: 6, 2024] [added: 11, 2025] | | |

| David Gitlin | | | | | | Chairman and Chief Executive Officer | | | | | | [removed: 54] [added: 55] | | |

| Ajay Agrawal | | | | | | Senior Vice President, Global Services and Healthy Buildings | | | | | | [removed: 60] [added: 61] | | |

| Kyle Crockett | | | | | | Vice President, Controller [added: and Chief Accounting Officer] | | | | | | [removed: 50] [added: 51] | | |

| Patrick Goris | | | | | | Senior Vice President and Chief Financial Officer | | | | | | [removed: 52] [added: 53] | | |

| [removed: Kevin J. O'Connor] [added: Francesca Campbell] | | | | | | Senior Vice President, Chief Legal Officer | | | | | | [removed: 56] [added: 41] | | |

| Nadia Villeneuve | | | | | | Senior Vice President, Chief Human Resources Officer | | | | | | [removed: 51] [added: 52] | | |

Kyle Crockett. Mr. Crockett was appointed Vice President, Controller [added: and Chief Accounting Officer] of Carrier in January 2020.

[removed: O’Connor. Mr. O’Connor] [added: Francesca Campbell. Ms. Campbell] was appointed Senior Vice [removed: President,] [added: President &] Chief Legal Officer in [removed: 2020.][added: 2024.]

Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2024] [added: 2025] 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.

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

| Gaurang Pandya | | | | | | President, HVAC Americas and Commercial HVAC EMEA | | | | | | 48 | | |

She joined Carrier in 2021, where prior to her current role, she served as Vice President, Legal Affairs.

Prior to joining Carrier, Ms. Campbell served as an attorney at Davis, Polk & Wardell within their mergers & acquisitions group.

Gaurang Pandya. Mr. Pandya was appointed President, HVAC Americas and Commercial HVAC EMEA in 2024.

He has 25 years of experience with Carrier and has held various positions of increasing responsibility in finance and general management, with roles leading both regional and global businesses.

Prior to his current role, he served as President, Commercial HVAC and President, Global Equipment, HVAC.

| Jurgen Timperman | | | | | | President, Fire & Security | | | | | | 51 | | |

| Timothy White | | | | | | President, Refrigeration | | | | | | 50 | | |

He has served as a member of the Board of Directors of The Boeing Company since 2022.

Kevin J.

He joined Carrier from Point72 Asset Management where he served as Chief Legal Officer from 2015 through 2019.

Jurgen Timperman. Mr. Timperman was appointed President, Fire & Security of Carrier in February 2019.

Prior to that, he served as President, Global Fire & Security Products from 2017 to 2019 and President, Global Security Products from 2015 to 2017.

Timothy White. Mr. White was appointed President, Refrigeration of Carrier in August 2021.

Prior to joining Carrier, Mr. White served as CEO, Onshore Wind Americas for General Electric from 2020 to 2021.

He was previously with UTC, renamed Raytheon Technologies Corporation, for 24 years where he held a number of senior leadership roles, including President, Power & Controls and President, Electric Systems, for Raytheon's Collins Aerospace division.

Audit Committee, Compensation Committee, and Governance Committee are available on our website at https://www.corporate.carrier.com.

The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Shareowners titled "Share Ownership."

The following table provides information as of December 31, [removed: 2023] [added: 2024,] concerning Common Stock issuable under Carrier’s equity compensation plans.

| Equity compensation plans approved by shareowners | | | | | | [removed: 16,403,000] [added: 13,696,000] | | | (1) | | | | | | $ | [removed: 28.34] [added: 35.52] | | | | | [removed: 19,600,000] [added: 11,100,000] | | | (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: 3,138,000] [added: 2,706,000] 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: 29, 2023] [added: 31, 2024] of [removed: $57.45.][added: $68.26.]

(2) Represents the maximum number of shares of Common Stock available to be awarded under the 2020 LTIP as of December 31, [removed: 2023.][added: 2024.]

The information required by Item 13 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareowners entitled "Nominees for the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Shareowners entitled "Proposal 3: Ratify Appointment of Independent Auditor for [removed: 2024,"] [added: 2025,"] including the information provided in that section with regard to "Audit Fees," "Audit-Related Fees," "Tax Fees" and "All Other Fees."

See [removed: [Index](#i64619af820bc47c490f91ca06fd8e0f8_7)] [added: [Index](#i3119d1f868cd4209a7c076a88500211b_7)] appearing on [page [removed: 1](#i64619af820bc47c490f91ca06fd8e0f8_7).][added: 1](#i3119d1f868cd4209a7c076a88500211b_7).]

| 3.2 | | | | | | [removed: [Amended] [added: [Third Amended] and Restated Bylaws of Carrier Global Corporation (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] of Carrier Global Corporation's [removed: Annual Report](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/carrierglobalcorporation-a.htm) [filed] [added: Current Report filed] with the SEC on [removed: February 8, 2022,] [added: June 7, 2024,] File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/carrierglobalcorporation-a.htm) | | |

| [removed: 4.3] [added: 4.4] | | | | | | [Registration Rights Agreement, dated [removed: February 27,] [added: June 19,] 2020, by and among Carrier Global Corporation, [removed: United Technologies Corporation and Goldman Sachs & Co. LLC,] J.P. Morgan Securities [removed: LLC] [added: LLC, BofA Securities, Inc.] and [removed: Morgan Stanley & Co. LLC] [added: Citigroup Global Markets Inc.] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] of [removed: Amendment No. 1 to] Carrier Global [removed: Corporation’s Registration Statement] [added: Corporation's Current Report] on Form [removed: 10] [added: 8-K] filed with the SEC on [removed: March 11,] [added: June 19,] 2020, File No. [removed: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000114036120005496/nt10003663x13_ex4-3.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000114036120014325/nc10012485x3_ex4-4.htm)] | | |

| [removed: 4.4] [added: 4.3] | | | | | | [Supplemental Indenture No. 2, dated June 19, 2020, between Carrier Global Corporation and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on June 19, 2020, File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000114036120014325/nc10012485x3_ex4-2.htm) | | |

| [removed: 4.5] [added: 4.10] | | | | | | [Registration Rights Agreement, dated [removed: June 19, 2020,] [added: November 30, 2023,] by and among Carrier Global Corporation, J.P. Morgan Securities LLC, BofA Securities, [removed: Inc. and] [added: Inc.,] Citigroup Global Markets Inc. [added: and HSBC Securities (USA) Inc.] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] of Carrier Global [removed: Corporation's] [added: Corporation’s] Current Report on Form 8-K filed with the SEC on [removed: June 19, 2020,] [added: November 30, 2023,] File No. [removed: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000114036120014325/nc10012485x3_ex4-4.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0405.htm)] | | |

| [removed: 4.6] [added: 10.57] | | | | | | [removed: [Description] [added: [Settlement and Plan Support Agreement, dated as] of [removed: Securities] [added: October 18, 2024] (incorporated by reference to Exhibit [removed: 4.6 of] [added: 10.1 to] Carrier Global [removed: Corporation's Annual Report](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a2021-12x3110xkexhibit46.htm) [on Form 10-K filed](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a2021-12x3110xkexhibit46.htm) [on] [added: Corporation’s Quarterly Report on] Form [removed: 10-K] [added: 10-Q] filed with the SEC on [removed: February 8, 2022,] [added: October 25, 2024,] File No. [removed: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a2021-12x3110xkexhibit46.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000088/settlementandplansupportag.htm)] | | |

| [removed: 4.7] [added: 4.6] | | | | | | [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. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0401.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0401.htm)] | | |

| [removed: 4.8] [added: 4.7] | | | | | | [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. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0402.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0402.htm)] | | |

| [removed: 4.9] [added: 4.8] | | | | | | [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. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0403.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0403.htm)] | | |

| [removed: 4.10] [added: 4.9] | | | | | | [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. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0404.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0404.htm)] | | |

| [removed: 4.11] [added: 10.45] | | | | | | [removed: [Registration Rights Agreement,] [added: [Bridge Loan Agreement] dated [removed: November 30, 2023,] [added: as of January 2, 2024,] by and among Carrier Global Corporation, [removed: J.P. Morgan Securities LLC,] [added: JPMorgan Chase Bank, N.A.,] BofA Securities, [removed: Inc., Citigroup Global Markets] Inc. and [removed: HSBC Securities (USA) Inc.] [added: Bank of America, N.A.] (incorporated by reference to Exhibit [removed: 4.5 of] [added: 10.3 to] Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on [removed: November 30, 2023,] [added: January 2, 2024,] File No. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223002884/eh230425139_ex0405.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000114036124000034/ef20016935_ex10-3.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 agent (incorporated by reference to Exhibit 10.1 of Carrier Global Corporation's Annual [removed: Report](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) [on] [added: Report on] Form [removed: 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] [added: 10-K filed] with the SEC on February 8, 2022, File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318022000010/a101amendmentno2torevolvin.htm) | | |

| 10.11 | | | | | | [Carrier Global Corporation LTIP Performance Share Unit Deferral [removed: Plan*](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/exhibit1011-carrierglobalc.htm)+] [added: Plan*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/exhibit1011-carrierglobalc.htm)+] | | |

| 10.25 | | | | | | [Carrier Summary of Compensation and Benefits for Directors (2024-2025 Board [removed: Cycle)*](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000009/exhibit1025-2022summaryofc.htm)+] [added: Cycle)*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/exhibit1025-2022summaryofc.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. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1001.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1001.htm)] | | |

| [removed: 10.41] [added: 10.42] | | | | | | [removed: [364-Day Revolving] [added: [Term Loan] Credit Agreement, dated as of May 19, 2023, among Carrier Global Corporation, [removed: 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 [removed: 10.2] [added: 10.3] to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on May 25, 2023, File No. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1002.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1003.htm)] | | |

| [removed: 10.42] [added: 10.60] | | | | | | [removed: [Term Loan] [added: [Revolving] Credit Agreement, dated as of [removed: May 19, 2023,] [added: December 20, 2024,] among Carrier Global Corporation, [removed: the Subsidiary Borrowers party hereto,] [added: Carrier Intercompany Lending Designated Activity Company and Carrier Treasury Services Ireland Limited as borrowers,] the [removed: Lenders] [added: lenders] party [removed: hereto] [added: thereto,] and JPMorgan Chase Bank, N.A., as administrative [removed: 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] [added: agent (incorporated] by reference to Exhibit [removed: 10.3] [added: 10.1] to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on [removed: May 25, 2023,] [added: December 20, 2024,] File No. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000095014223001541/eh230362822_ex1003.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000178318024000093/exhibit101-carrierx5xyearr.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. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000114036124000034/ef20016935_ex10-1.htm)] [added: 001-39220)](https://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. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000114036124000034/ef20016935_ex10-2.htm)] [added: 001-39220)](https://www.sec.gov/Archives/edgar/data/1783180/000114036124000034/ef20016935_ex10-2.htm)] | | |

| [removed: 10.45] [added: 10.41] | | | | | | [removed: [Bridge Loan Agreement] [added: [364-Day Credit Agreement,] dated as of [removed: January 2,] [added: May 17,] 2024, [removed: by and] among Carrier Global [removed: Corporation,] [added: Corporation and Carrier Intercompany Lending Designated Activity Company as borrowers, the lenders party thereto, and] JPMorgan Chase Bank, N.A., [removed: BofA Securities, Inc. and Bank of America, N.A.] [added: as administrative agent.] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to Carrier Global Corporation’s Current Report on Form 8-K filed with the SEC on [removed: January 2,] [added: May 17,] 2024, File No. [removed: 001-39220)](http://www.sec.gov/Archives/edgar/data/1783180/000114036124000034/ef20016935_ex10-3.htm)] [added: 001-39220)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001783180/000178318024000049/carr-20240517.htm)] | | |