filings.toolsCarrier Global (CARR) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A35 rewritten2 added1 removed360 unchanged
All filing items899 rewritten529 added462 removed2,144 unchanged
Summary
counted, not written
- Item 1A lists 34 risk factor headings: 0 new, 1 reworded and 33 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 529 added, 462 removed, 899 rewritten and 2,144 unchanged across 19 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2024.
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- We use a variety of raw materials, supplier-provided parts, [added: finished goods,] and third-party service providers in our business. The ability of suppliers to deliver materials, parts,
[removed: components][added: components, finished goods,] and manufacturing equipment to our manufacturing facilities, and our ability to manufacture [added: and distribute] without disruption, could affect our business performance. Significant shortages, supplier capacity[removed: constraints][added: constraints, supplier disputes, supplier quality issues,] or production disruptions, price increases, duties, tariffs or other government actions could increase our operating costs, disrupt our operations and adversely impact the competitive positions of our products.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
35 rewritten, 2 added, 1 removed, 360 unchanged
- Demand for our HVAC products and services is influenced by weather [added: conditions, seasonality, macroeconomic] conditions and [removed: seasonality.][added: other factors.]
The ability of suppliers to deliver materials, parts, [removed: components] [added: components, finished goods,] and manufacturing equipment to our manufacturing facilities, and our ability to manufacture [added: and distribute] without disruption, could affect our business performance.
Approximately [removed: 50%] [added: 52%] of our net sales for the year ended December 31, [removed: 2024,] [added: 2025,] are derived from international operations, including U.S. export sales.
Moreover, government regulations and policies regarding international trade, such as import quotas, punitive taxes or tariffs or similar trade barriers, [added: including counter-tariffs and other retaliatory trade policies,] whether imposed by individual governments or regional trade blocs, can affect demand for our products and services, impact the competitive position of our products or services or encumber our ability to manufacture or sell or procure products in certain countries.
The implementation of more restrictive trade 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, [added: or unpredictability or rapid shifts in trade policies,] including as a result of trade conflict between the U.S. and other countries, [added: have in the past negatively impacted, and] could [added: in the future] negatively [removed: impact] [added: impact,] our business, results of operations and financial condition.
Our business operations, particularly in our [removed: HVAC segment,] [added: Climate Solutions Americas and Climate Solutions Asia Pacific, Middle East & Africa segments,] depend on various strategic relationships, namely, joint ventures and non-wholly owned subsidiaries.
Increased public awareness and concern about climate events may continue to: (1) generate more international, regional and/or national requirements to curtail the use of high global warming potential refrigerants (e.g., the Kigali Amendment to the Montreal Protocol and the American Innovation and Manufacturing ("AIM") Act of 2020, which are essential to many of our products); (2) increase building energy and cold chain efficiency; (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 adopted in California and the European [removed: Union.][added: Union as well as in other jurisdictions, which may vary by jurisdiction.]
In some instances, these requirements may render our existing technology, particularly some of our HVAC and refrigeration products, non-compliant or obsolete and we may be required to make increased capital expenditures to meet new regulations and standards, changing interpretations and stricter enforcement of current laws and [removed: regulations.][added: regulations, or divergent requirements across jurisdictions in which we operate.]
Inconsistent international, regional and/or national requirements associated with climate regulations, [removed: such as] [added: including the withdrawal by the] U.S. [removed: participation in] [added: from] the Paris Climate Agreement, also create economic and regulatory uncertainty.
Although we intend to meet these goals, we [added: have expended and] may be required to [added: continue to] expend significant resources to do so, which [added: has increased and] could [added: continue to] increase our operational costs.
Demand for our HVAC products and services, representing our largest [removed: segment] [added: segments] by sales, is seasonal and affected by the weather.
We also may [removed: incur -] [added: incur,] and have [removed: incurred -] [added: incurred,] unanticipated costs or expenses, including asset impairment and other charges and expenses associated with litigation and other liabilities.
We also make strategic divestitures from time to time, including the dispositions during 2024 of Access Solutions, Industrial Fire, CCR and the CRF [removed: Business.][added: Business, as well as the pending disposition of the Riello business which is subject to customary closing conditions and regulatory approvals..]
We may also incur additional indebtedness in the future, including via issuance of commercial paper, under our Revolving Credit [removed: Facility.][added: Facility or by issuing additional notes.]
In addition, we may be the target of competitor or other third-party patent enforcement actions [added: (for example, brought by owners of Standard Essential Patents or other relevant patents)] seeking substantial monetary damages or seeking to prevent the sale and marketing of certain of our products.
We use a variety of raw materials, supplier-provided parts, [added: finished goods,] and third-party service providers in our business.
Significant shortages, supplier capacity [removed: constraints] [added: constraints, supplier disputes, supplier quality issues,] or production disruptions, price increases, duties, tariffs or other government actions could increase our operating costs, disrupt our operations and adversely impact the competitive positions of our products.
Our reliance on suppliers and commodity markets to secure components (such as motors and [removed: valves)] [added: valves), finished goods (including products purchased directly from suppliers for resale),] and raw materials (such as copper, aluminum and steel), [removed: and] [added: as well as] on service providers to deliver our products, exposes us to volatility in the prices and availability of these [removed: materials] [added: materials, products,] and services.
We use a wide range of [removed: materials] [added: materials, finished goods,] and components in the global production [added: and distribution] of our products, which come from numerous suppliers around the world.
Because some key parts [added: and finished goods] may be available only from a single supplier or a limited group of suppliers, we are subject to supply and pricing risk.
In addition, other issues with suppliers (such as capacity constraints, quality issues, consolidations, closings or bankruptcies), price increases, raw [removed: material/component] [added: material/component/finished good] shortages, regulatory limitations, [added: government actions,] or the decreased availability of trucks and other delivery services could also have a material adverse effect on our ability to meet our commitments to customers or increase our operating costs.
We use various tactical and strategic actions to mitigate our raw [removed: material] [added: material, finished good,] and supply chain risks and challenges, including consolidating commodity purchases, locking in prices of expected purchases of certain raw materials, [added: finished goods and components,] dual sourcing, increasing regionalization, [added: requirements as to safety stock,] proactive engagement with suppliers and our workforce and dynamic management of freight costs and availability.
Our operations and those of our suppliers are subject to disruption for a variety of reasons, including epidemics, pandemics, supplier plant shutdowns or slowdowns, transportation delays, work stoppages, [added: utility outages,] labor relations, changes in laws or regulations, governmental regulatory and enforcement actions, intellectual property claims against suppliers, financial issues such as a supplier bankruptcy, Technology failures and hazards such as fire, earthquakes, flooding or other natural disasters.
From time to time customers and others may seek to become suppliers [added: or integrators] of products and services that compete with our own or pursue other strategies to disrupt our business model.
If certain of our product and service offerings do not meet applicable safety [removed: standards – which] [added: standards, as] has [removed: been the case –] [added: previously occurred,] or our customers’ expectations regarding safety or quality, we can experience, and have experienced previously, lost sales and increased costs and we can be exposed, and have previously been exposed, to legal, financial and reputational risks.
If found responsible in connection with such matters, we could be subject to significant fines, penalties, repayments and other damages (in certain cases, [removed: treble] [added: multiple] damages) and experience reputational harm.
Global chemical use restrictions related to [removed: protection of] human health and the environment as well as climate event directives may require additional investments in product designs, resulting in increased manufacturing, production and sourcing costs as well as updates to product safety assessments.
Even in litigation where we believe our liability is remote, there is a risk that a negative [removed: finding or decision] [added: outcome] could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition, in particular with respect to environmental claims in regions where we have, or previously had, significant operations or where certain of our products have been manufactured and used.
As of December 31, [removed: 2024,] [added: 2025,] the net carrying value of our goodwill and intangible assets totaled [removed: $14.6] [added: $15.5] billion and [removed: $6.4] [added: $6.3] billion, respectively.
Our intangible assets primarily consist of customer relationships, patents, [removed: service portfolios] [added: trademarks] and [removed: trademarks.][added: technology.]
We have been issued an investment grade credit rating by each of Moody’s Investors Services, Inc. [removed: ("Moody's"),] [added: ("Moody's") and] Standard & Poor’s [removed: ("S&P") and Fitch Ratings Inc. ("Fitch Ratings").][added: ("S&P").]
[removed: Nonetheless, any] [added: Any] future downgrades could increase our borrowing costs, reduce market capacity for our commercial paper or require the posting of collateral under our derivative contracts.
In connection with the Separation (including the internal reorganization described [removed: previously),] [added: in our previously-filed periodic reports),] UTC completed several corporate reorganization transactions involving its subsidiaries which, along with the Distribution, may be subject to various fraudulent conveyance and transfer laws.
For example, because we have a number of factories and suppliers in foreign countries, the imposition of tariffs or additional [removed: sanctions] [added: sanctions, which we continue to monitor and mitigate, as necessary,] or unusually restrictive border crossing rules could adversely affect our supply chain, operations and overall business.
However, the military conflict between the two [removed: countries] [added: countries, as well as other global conflicts such as the conflict in the Middle East,] and attendant geopolitical environment may continue to negatively impact the global economy and major financial markets, and may result in additional increases in commodity prices and supply-chain disruptions, including shortages of materials, higher costs for fuel and freight and increased transportation delays.
As of December 31, 2025, we had approximately $11.5 billion in aggregate principal amount of outstanding indebtedness.
Significant changes in these factors have in the past and may in the future have materially adverse impacts on our results of operations or financial condition.
As of December 31, 2024, we had approximately $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.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
131 rewritten, 173 added, 125 removed, 212 unchanged
Our portfolio includes industry-leading brands such as Carrier, Viessmann, Toshiba, Automated Logic and Carrier [removed: Transicold] [added: Transicold, among others,] that offer innovative heating, [removed: ventilating and air conditioning ("HVAC"), refrigeration] [added: cooling] and cold chain [removed: transportation] solutions to [removed: help make] [added: enhance] the [removed: world safer] [added: lives we live] and [removed: more comfortable.][added: the world we share.]
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, [removed: digitalization, global connectivity] [added: electrification, increasing demand for climate control] and [removed: energy efficiency.][added: accelerated digitalization.]
[removed: Acquisition of Viessmann Climate Solutions][added: Climate Solutions Americas]
On [removed: June] [added: December] 2, 2024, we completed the [removed: sale] [added: divestiture] of [removed: our Access Solutions business ("Access Solutions")] [added: the CRF Business] for cash proceeds of [removed: $5.0] [added: $2.9] billion.
On October 1, 2024, we completed the [removed: sale] [added: divestiture] of [removed: our Commercial Refrigeration business ("CCR")] [added: CCR] for cash proceeds of $679 million.
This discussion summarizes the significant factors affecting our consolidated results of operations, financial condition and liquidity for the year ended December 31, [removed: 2024,] [added: 2025,] compared with December 31, [removed: 2023.][added: 2024.]
A detailed discussion of the year ended December 31, [removed: 2023,] [added: 2024,] compared with December 31, [removed: 2022,] [added: 2023,] 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 [added: recast of the] Company's [removed: 2023] Annual [removed: Report,] [added: Report on Form 10-K for the year ended December 31, 2024, included within Exhibit 99.1 to the Current Report on Form 8-K] filed with the SEC on [removed: February 6, 2024,] [added: July 29, 2025,] under the heading "Results of Operations," which is incorporated herein by reference.
Year Ended December 31, [removed: 2024] [added: 2025] Compared with Year Ended December 31, [removed: 2023][added: 2024]
| (In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Period Change | | | | | | % Change | | | | | |
| Net sales | | | $ | [removed: 22,486 | | | | | $ | 18,951] [added: 21,747] | | | | | $ | [removed: 3,535 | | | | | 19 | | % | |] [added: 22,486] | |
| Cost of products and services sold | | | [removed: (16,505) | | | | | | (13,789) | | | | | | (2,716) | | |] [added: (16,123)] | | | [removed: 20] | | [removed: %] | [added: (16,505)] | | |
| Gross margin | | | [removed: 5,981 | | | | | | 5,162 | | | | | | 819 | | |] [added: $] | [added: 5,624] | | [removed: 16] | | [removed: %] | [added: $] | [added: 5,981] | |
| [removed: Operating expenses | | | (3,335) | | | | | | (3,002)] [added: Operating expenses] | | | [added: $] | [added: (3,452)] | | [removed: (333)] | | | [added: $] | [added: (3,335)] | | [removed: 11] | | [removed: %] | | | |
| [removed: Operating profit | | | 2,646 | | | | | | 2,160 | | |] [added: Operating profit] | | | [removed: 486] | | | [added: $] | [added: 2,172] | | [removed: 23] | | [removed: %] | [added: $] | [added: 2,646] | |
| Non-operating income (expense), net | | | [removed: (372)] [added: (374)] | | | | | | [removed: (161)] [added: (372)] | | | | | | [removed: (211)] [added: (2)] | | | | | | [removed: 131] [added: 1] | | % | | | |
| Earnings (loss) before income taxes | | | [removed: 2,274] [added: 1,798] | | | | | | [removed: 1,999] [added: 2,274] | | | | | | [removed: 275] [added: (476)] | | | | | | [removed: 14] [added: (21)] | | % | | | |
| Income tax expense | | | [removed: (1,062)] [added: (240)] | | | | | | [removed: (521)] [added: (1,062)] | | | | | | [removed: (541)] [added: 822] | | | | | | [removed: 104] [added: (77)] | | % | | | |
| Earnings (loss) from continuing operations | | | [removed: 1,212] [added: 1,558] | | | | | | [removed: 1,478] [added: 1,212] | | | | | | [removed: (266)] [added: 346] | | | | | | [removed: (18)] [added: 29] | | % | | | |
| Discontinued operations, net of income taxes | | | [removed: 4,496] [added: 29] | | | | | | [removed: (38)] [added: 4,496] | | | | | | [removed: 4,534] [added: (4,467)] | | | | | | [removed: (11932)] [added: (99)] | | % | | | |
| Net earnings (loss) | | | [removed: 5,708] [added: 1,587] | | | | | | [removed: 1,440] [added: 5,708] | | | | | | [removed: 4,268] [added: (4,121)] | | | | | | [removed: 296] [added: (72)] | | % | | | |
| Less: Non-controlling interest in subsidiaries' earnings from operations | | | [removed: 104] [added: 103] | | | | | | [removed: 91] [added: 104] | | | | | | [removed: 13] [added: (1)] | | | | | | [removed: 14] [added: (1)] | | % | | | |
| Net earnings (loss) attributable to common shareowners | | | $ | [removed: 5,604] [added: 1,484] | | | | | $ | [removed: 1,349] [added: 5,604] | | | | | $ | [removed: 4,255] [added: (4,120)] | | | | | [removed: 315] [added: (74)] | | % | | | |
For the year ended December 31, [removed: 2024,] [added: 2025,] *Net sales* was [removed: $22.5] [added: $21.7] billion, [removed: an 19% increase] [added: a 3% decrease] compared with the same period of [removed: 2023.][added: 2024.]
| | | | [added: | | | 2025 | | | | | |] 2024 | | | | | | [added: | | |]
| Organic / Operational | | | [removed: 3] [added: (1)] | | % | | | |
| Acquisitions and divestitures, net | | | [removed: 16] [added: (3)] | | % | | | |
| Total % change | | | [removed: 19] [added: (3)] | | % | | | |
Organic sales for the year ended December 31, [removed: 2024, increased] [added: 2025, decreased] by [removed: 3%] [added: 1%] compared with the same period of [removed: 2023.][added: 2024.]
For the year ended December 31, [removed: 2024,] [added: 2025,] gross margin was [removed: $6.0] [added: $5.6] billion, a [removed: 16% increase] [added: 6% decrease] compared with the same period of [removed: 2023.][added: 2024.]
| (In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |
| Net sales | | | $ | [added: 21,747 | | | | | $ |] 22,486 | | | | | $ | [removed: 18,951] [added: (739)] | | [added: | | | (3) | | % | | | |]
| Cost of products and services sold | | | [added: (16,123) | | | | | |] (16,505) | | | | | | [removed: (13,789)] [added: 382] | | | [added: | | | (2) | | % | | | |]
| Gross margin | | | [removed: $] [added: 5,624] | [removed: 5,981] | | | | | [removed: $] [added: 5,981] | [removed: 5,162] | | [added: | | | (357) | | | | | | (6) | | % | | | |]
| Percentage of net sales | | | [removed: 26.6] [added: 25.9] | | % | | | | [removed: 27.2] [added: 26.6] | | % |
[removed: However, the results of the VCS Business] [added: The prior period] included inventory [removed: step-up, backlog amortization] [added: step-up] and [removed: intangible asset] [added: backlog] amortization resulting from the recognition of acquired assets [added: of the VCS Business] at fair [removed: value.][added: value which are now fully amortized.]
These costs had a [removed: 260] [added: 130] basis point unfavorable impact on [added: the prior period] gross margin as a percentage of *Net sales*.
As a result, gross margin as a percentage of *Net sales* decreased by [removed: 60] [added: 70] basis points compared with the same period of [removed: 2023.][added: 2024.]
For the year ended December 31, [removed: 2024,] [added: 2025,] operating expenses, including *Equity method investment net earnings*, was [removed: $3.3] [added: $3.5] billion, a [removed: 11%] [added: 4%] increase compared with the same period of [removed: 2023.][added: 2024.]
| (In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |
| Selling, general and administrative | | | $ | [removed: (3,197)] [added: (3,092)] | | | | | $ | [removed: (2,607)] [added: (3,197)] | | | | | | | |
Our operations are classified into four segments: Climate Solutions Americas, Climate Solutions Europe, Climate Solutions Asia Pacific, Middle East & Africa and Climate Solutions Transportation.
We continue to actively monitor evolving macroeconomic conditions and recent trade policy announcements.
Based on our updated analysis, we fully mitigated the impact of tariffs during 2025 through a combination of supply-chain adjustments, productivity initiatives and approximately $200 million of incremental product pricing actions.
To date, tariffs have not had a material impact on our business and we are deploying additional strategies, including cost containment measures, to limit future exposure in the current market environment.
Sale of Riello Business
On December 16, 2025, we entered into a purchase agreement to sell our Riello business ("Riello") to Ariston Group with expected gross proceeds of approximately $430 million.
Riello, predominantly reported in our Climate Solutions Europe segment, is a leading international manufacturer that designs, produces and integrates a comprehensive portfolio of thermal solutions including burners, boilers, heat pumps, cooling systems and aftermarket services for residential, commercial and industrial applications, with a strong focus on energy efficiency, innovation and a global distribution network.
This transaction is expected to close in the first half of 2026 and is subject to customary closing conditions and regulatory approvals.
During 2024, we completed several activities designed to simplify our business portfolio, transforming it into a pure-play climate and energy solutions provider.
On January 2, 2024, we acquired the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (together with its affiliates, “Viessmann”).
The VCS Business, primarily reported in the Climate Solutions Europe segment, is a premier residential and light commercial heating, ventilating and air conditioning ("HVAC") provider in Europe that expanded our portfolio to offer a global, comprehensive suite of sustainable and innovative building and energy management solutions.
In addition, we divested our Commercial and Residential Fire, Access Solutions and Industrial Fire businesses which were historically reported in our Fire & Security segment.
The transactions represented a single disposal plan to separately divest multiple businesses over different reporting periods and met the criteria to be presented as discontinued operations.
We also divested our Commercial Refrigeration business (“CCR”) during 2024.
CCR, which was historically reported in the Climate Solutions Transportation segment (previously named Refrigeration), did not meet the criteria to be presented as discontinued operations.
Segment Reorganization
As a result of our portfolio transformation, we revised our reportable segments to better align our reporting structure with our business strategy, resource allocation and performance assessment.
Under the revised segment structure, we have three new regional HVAC operating segments.
Combined with the existing Climate Solutions Transportation operating segment, the four operating segments also serve as our reportable segments.
This model is designed to create a simplified, more focused and customer-centric organization across the globe.
Each segment reports through separate management teams which regularly review their operating results with our Chief Operating Decision Maker (the "CODM") determined in accordance with applicable accounting guidance.
In connection with the revised structure, the CODM changed the measure used to evaluate segment profitability from *Operating profit* to *Segment operating profit.* All prior period comparative information has been recast to reflect the revised segment structure.
| Operating profit | | | 2,172 | | | | | | 2,646 | | | | | | (474) | | | | | | (18) | | % | | | |
The organic decrease was primarily due to our Climate Solutions Americas segment as reduced demand in certain end-markets resulted in lower volumes.
In addition, lower end-market demand in both Climate Solutions Europe and Climate Solutions Asia Pacific, Middle East & Africa further impacted results.
These amounts were partially offset by improved end-market demand in our Climate Solutions Transportation segment.
Gross margin decreased by $357 million compared with the year ended December 31, 2024, primarily due to lower volumes in certain end-markets partially offset by our continued focus on productivity initiatives.
The decrease relates to productivity initiatives associated with our portfolio transformation and synergies associated with the integration of the VCS Business.
In addition, foreign currency translation further benefitted results.
These benefits were partially offset by higher compensation and other employee-related costs.
The decrease was primarily driven by lower earnings in joint ventures within our Climate Solutions Americas segment.
During the year ended December 31, 2025, we finalized the working capital and other adjustments provided in the stock purchase agreement governing the sale of CCR and recognized gains on sale of several equity method investments.
Consistent with our capital allocation strategy, we reduced our outstanding debt by approximately $3 billion over the course of 2024 and repaid an additional $1.2 billion during 2025.
The decrease was primarily driven by a net tax benefit of $64 million from changes to the German effective rate and a statutory reduction to the German corporate tax rate enacted during the year, a tax benefit of $49 million from the re-organization of a Japanese subsidiary and a $16 million tax benefit generated by the purchase of investment tax credits from a third-party.
These amounts were partially offset by the lower effective tax rate on the $318 million gain on the sale of CCR and $44 million of foreign tax credits generated and utilized in the current year.
We report our financial results in accordance with accounting principles generally accepted in the United States ("GAAP").
In addition, we supplement the reporting of our financial information determined under GAAP with certain non-GAAP financial information.
Adjusted operating profit is a non-GAAP measure that we define as consolidated operating profit (a GAAP measure), excluding restructuring costs, amortization of acquired intangibles and other significant items of a nonoperational nature.
This measure is useful to investors because it is how management assesses the operating performance of the business.
A reconciliation of the amounts prepared in accordance with GAAP to the corresponding non-GAAP measure appears below and provides additional information as to the items and amounts that have been excluded from the adjusted measure.
Our operations are classified into two segments: HVAC and Refrigeration.
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 April 25, 2023, we announced that we entered into a Share Purchase Agreement (the “Agreement”) to acquire the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (“Viessmann”), a privately-held company.
The VCS Business develops intelligent, integrated and sustainable technologies, including heat pumps, boilers, photovoltaic systems, home battery storage and digital solutions, primarily for residential customers in Europe.
The acquisition was completed on January 2, 2024.
As a result, the assets, liabilities and results of operations of the VCS Business are consolidated in the accompanying Consolidated Financial Statements as of the date of acquisition and reported within our HVAC segment.
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.
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.
Deconsolidation of Kidde-Fenwal, Inc.
On May 14, 2023, Kidde-Fenwal, Inc. ("KFI"), an indirect wholly-owned subsidiary of ours, filed a petition for voluntary reorganization under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") in the United States Bankruptcy Court for the District of Delaware.
KFI, an industrial fire detection and suppression business historically reported in our Fire & Security segment, 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.
As of the petition date, KFI was deconsolidated and its respective assets and liabilities were derecognized from our Consolidated Financial Statements.
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The organic increase was primarily driven by our HVAC segment due to improved end-markets in the Americas, which more than offset reduced end-markets in EMEA and Asia.
Results in 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 increased by $819 million compared with the year ended December 31, 2023.
The main driver of the increase related to ongoing customer demand, pricing improvements and our continued focus on productivity initiatives.
Operating results associated with the VCS Business since the date of acquisition further benefited gross margin during the period.
The increase is primarily due to incremental expenses associated with the VCS Business since the date of acquisition.
In addition, higher compensation and other employee-related costs further contributed to the increase.
The increase was primarily driven by higher earnings in HVAC joint ventures across all regions.
The increase was partially offset by a $23 million charge associated with the devaluation of U.S. Dollar denominated balances at an HVAC equity investment in Egypt.
In addition, prior year results include a $16 million benefit recognized in connection with a favorable tax ruling at a minority owned joint venture.
In addition, the carrying value of our previously held equity investments in Toshiba Carrier Corporation ("TCC") were recognized at fair value at the date of acquisition.
As a result, we recognized an $8 million non-cash loss associated with the increase in our ownership interest.
During 2024, we redeemed $1.0 billion aggregate principal amount of USD-denominated 5.80% notes due in 2025 and redeemed €750 million aggregate principal amount of 4.375% Euro-denominated notes due 2025 with the proceeds from the issuance of €750 million aggregate principal amount of 3.625% Euro-denominated notes due 2037.
In addition, we completed tender offers to repurchase approximately $1.1 billion aggregate principal which included $125 million of notes due 2034, $350 million of notes due 2054, and approximately $600 million of notes due 2050.
During 2023, we entered into several financing arrangements in connection with the acquisition of the VCS Business and capitalized $105 million of deferred financing costs.
An excerpt. Shown here: 40 of 131 rewritten, 40 of 173 added and 40 of 125 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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There has been no significant change in our exposure to market risk for the year ended December 31, [removed: 2024.][added: 2025.]
[removed: During 2024, we entered] [added: We enter] into cross currency swaps in order to manage foreign currency translation risk on [removed: Euro-denominated assets.][added: assets denominated in a functional currency other than the U.S. Dollar.]
We do not have commodity hedge contracts in place at December 31, [removed: 2024.][added: 2025.]
The swaps are measured at fair value on a recurring basis using observable market inputs, such as forward, discount and interest rates and are designated as a partial hedge of our investment in certain subsidiaries whose functional currency is not the U.S. Dollar.
We designated the cross currency swaps as a partial hedge of our investment in certain subsidiaries whose functional currency is the Euro.
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 TCC acquisition, we entered into cross currency swaps and the Japanese Term Loan Facility to fund the Yen-denominated purchase price.
We designated the cross currency swaps and the Japanese Term Loan Facility as a hedge of our investment in certain subsidiaries whose functional currency is the Japanese Yen in order to manage foreign currency translation risk.
As a result, changes in the fair value of the cross currency swaps and the carrying value of the Japanese Term Loan Facility associated with foreign exchange rate movements are recorded in *Equity* in the Consolidated Balance Sheet.
Item 1. BUSINESS
34 rewritten, 22 added, 22 removed, 115 unchanged
Carrier Global Corporation ("we" or "our" or the "Company") is a global leader in intelligent climate and energy [removed: solutions with a focus] [added: solutions, focused] on providing differentiated, [removed: digitally-enabled] [added: digitally enabled] lifecycle solutions to our customers.
Our portfolio includes industry-leading brands such as Carrier, Viessmann, Toshiba, Automated Logic and Carrier [removed: Transicold] [added: Transicold, among others,] that offer innovative heating, [removed: ventilating and air conditioning ("HVAC"), refrigeration] [added: cooling] and cold chain [removed: transportation] solutions to [removed: help make] [added: enhance] the [removed: world safer] [added: lives we live] and [removed: more comfortable.][added: the world we share.]
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 [removed: 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, [removed: digitalization, global connectivity] [added: electrification, increasing demand for climate control] and [removed: energy efficiency.][added: accelerated digitalization.]
This new business model is also expected to [removed: provide a] [added: enhance the] digital connection between the end-customers and Carrier, providing us with opportunities to offer services and aftermarket parts and components over the life of [removed: a] [added: the] product.
For the year ended December 31, [removed: 2024,] [added: 2025,] our net sales were [removed: $22.5] [added: $21.7] billion and our operating profit was [removed: $2.6] [added: $2.2] billion.
Our international operations, including U.S. export sales, represented approximately [removed: 50%] [added: 52%] of our net sales for [removed: 2024.][added: 2025.]
During the same period, new equipment comprised [removed: 75%] [added: 72%] and parts and service comprised [removed: 25%] [added: 28%] of our net sales.
| Sales by [removed: Segment *] [added: Segment] | | | | | | [removed: Net Sales by Region] | | | | | | Sales by Type | | |
[removed: ][added:  ]
As of December 31, [removed: 2024,] [added: 2025,] only certain portions of the Tax Matters Agreement ("TMA") remain in effect.
The [removed: HVAC segment provides products,] [added: Climate Solutions Americas, Climate Solutions Europe and Climate Solutions Asia Pacific, Middle East & Africa segments provide products and] controls, [removed: services] [added: services,] and [added: system] solutions to meet the heating, cooling and ventilation needs of our customers while enhancing building performance, health and energy [removed: efficiency.][added: efficiency on a regional basis.]
Products and [removed: services] [added: controls, services, and systems] include air conditioners, [removed: heating systems,] heat pumps, [added: heating systems, home and] building [removed: automation] [added: energy management] systems, aftermarket components, repair and maintenance services and rentals as well as modernization and upgrades through the product lifecycle.
[removed: Our products and services cover] [added: We serve] a wide range of customers, including in the residential, commercial, education, healthcare, technology, retail, hospitality, data center, and infrastructure markets, among others.
Products and [removed: solutions] [added: controls, services and systems] are sold directly to building contractors and owners and indirectly through joint ventures, independent sales representatives, distributors, wholesalers, dealers and retail outlets.
Our established brands include Carrier, Viessmann, Toshiba, Automated Logic, Bryant, CIAT, Day & Night, Heil, [removed: NORESCO] and [removed: Riello] [added: NORESCO] which offer [removed: an] innovative [added: solutions] and [added: a] complete portfolio of products [removed: that provide numerous solutions for] [added: to] our customers.
These [removed: products,] [added: products and controls, services and systems,] 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.
[removed: The Refrigeration segment provides] [added: Our] products, [removed: services] [added: services, systems] and monitoring [removed: for] [added: solutions offer] reliable transport and preservation of food, medicine and other perishable cargo.
We provide customers the flexibility to select solutions from a very broad range of [removed: technologies] [added: technologies,] including fossil fuel applications and electric [removed: solutions] [added: solutions,] to best adhere to their objectives and preferences as well as regulatory requirements.
Expand Portfolio with [removed: Energy Management] [added: Systems] Solutions
As power grids and transportation infrastructure shift from fossil fuels to renewables, we will continue to position ourselves [removed: as] [added: as] a leader in innovative solutions that reduce emissions and energy consumption and promote power grid stability.
With the [removed: addition] [added: integration] of the VCS [removed: Business on January 2, 2024,] [added: Business,] we [added: believe we] are [removed: well positioned] [added: well-positioned] to provide complete energy solutions globally.
Our portfolio includes 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 for homes including solar [removed: PV,] [added: photovoltaic,] batteries and a differentiated digital platform, all supported by extensive service and aftermarket offerings.
We hold approximately [removed: 12,000] [added: 11,000] active patents and pending patent applications worldwide.
We hold direct ownership interests in approximately [removed: 55] [added: 58] joint ventures, the financial results of which are accounted for by the equity method of accounting or the cost basis of accounting, of which [removed: 97% of such investments are in our HVAC segment.][added: 52% relates to Climate Solutions Americas and 38% relates to Climate Solutions Asia Pacific, Middle East & Africa.]
*Carrier Excellence* is our continuous improvement operating system, a mindset that focuses the organization on [added: problem-solving,] enhancing efficiency, and delivering high-quality outcomes across all facets of our business.
Our employees collaborate as one team across more than [removed: 50] [added: 52] countries.
As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 48,000] [added: 47,000] employees worldwide, of which [removed: 35%] [added: 34%] are located in the Americas, 36% are located in [removed: EMEA] [added: Europe] and [removed: 29%] [added: 30%] are located in Asia [removed: Pacific.][added: Pacific, Middle East & Africa.]
We aspire to have an inclusive culture where each and every employee can come to work, every day, feeling like they [removed: _belong,] [added: belong,] and can contribute to their fullest and greatest potential.
For [removed: 2024,] [added: 2025,] our total recordable incident rate ("TRIR"), based upon the number of employee injuries per 200,000 hours worked, was [removed: 0.32] [added: 0.35] and our lost time incident rate ("LTIR") was [removed: 0.15.][added: 0.13.]
Our total rewards philosophy is designed to align the compensation of our employees with individual and company performance and to provide [removed: the appropriate] market-competitive [removed: incentives] [added: total rewards] to attract, retain and motivate employees to achieve superior results.
As of December 31, [removed: 2024,] [added: 2025,] in the U.S., [removed: 90%] [added: 78%] of our approximately [removed: 4,000] [added: 3,800] production and maintenance employees were covered under six collective bargaining agreements with expiration dates ranging from [removed: 2025] [added: 2026] to [removed: 2027.][added: 2029.]
In Europe, approximately [removed: 16,200] [added: 16,500] employees are represented by a European Works Council and, at national and local levels, we inform and consult with [removed: 49] [added: 42] local works councils and with unions representing employees at approximately 40 sites.
We maintain an Internet website at [removed: *www.corporate.carrier.com*.][added: *www.carrier.com*.]
In addition, we continue to invest in product and technology innovation within our core offerings and in new business models.
Carrier Energy, our business offering new energy management solutions, is developing intelligent climate and energy solutions to meet future energy needs by optimizing home energy management, providing grid flexibility and unlocking energy capacity to support economic growth.
In May 2025, we announced changes to our reportable segments to better align our reporting structure with our business strategy, resource allocation and performance assessment.
Under the revised segment structure, we globally manage our business operations through four segments: Climate Solutions Americas ("CSA"), Climate Solutions Europe ("CSE"), Climate Solutions Asia Pacific, Middle East & Africa ("CSAME") and Climate Solutions Transportation ("CST").
The Climate Solutions Transportation segment provides climate and energy solutions for customers globally.
During 2024, we completed several activities designed to simplify our business portfolio, transforming us into a pure-play climate and energy solutions provider.
On January 2, 2024, we acquired the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (together with its affiliates, “Viessmann”).
The VCS Business, primarily reported in the Climate Solutions Europe segment, is a premier residential and light commercial heating, ventilating and air conditioning ("HVAC") provider in Europe that expanded our portfolio to offer a global, comprehensive suite of sustainable and innovative building and energy management solutions.
In addition, we divested our Commercial and Residential Fire, Access Solutions and Industrial Fire businesses which were historically reported in our Fire & Security segment.
The transactions represented a single disposal plan to separately divest multiple businesses over different reporting periods and met the criteria to be presented as discontinued operations.
We also divested our Commercial Refrigeration business (“CCR”) during 2024.
CCR, which was historically reported in the Climate Solutions Transportation segment (previously named Refrigeration), did not meet the criteria to be presented as discontinued operations.
Sale of Riello Business
On December 16, 2025, we entered into a purchase agreement to sell our Riello business ("Riello") to Ariston Group with expected gross proceeds of approximately $430 million.
Riello, predominantly reported in our Climate Solutions Europe segment, is a leading international manufacturer that designs, produces and integrates a comprehensive portfolio of thermal solutions including burners, boilers, heat pumps, cooling systems and aftermarket services for residential, commercial and industrial applications.
The business has a strong focus on energy efficiency, innovation and a global distribution network.
This transaction is expected to close in the first half of 2026 and is subject to customary closing conditions and regulatory approvals.
In addition, to address the cooling demands from the growth in data centers and the increasing intensity of performance requirements, we developed Carrier QuantumLeapTM, an integrated solution that combines traditional and liquid cooling with advanced building and server management systems.
This approach delivers an efficient, differentiated offering to enhance data center performance for our customers.
While international frameworks like the Paris Agreement continue to shape climate policies abroad, the U.S. withdrawal from the accord creates a divergent regulatory environment.
The resulting differences in international mandates, coupled with varying U.S. federal and local regulations aimed at reducing fossil fuel use, have the potential to impact our products and service offerings.
We measure employee engagement through three company-wide *Pulse* surveys each year, which assess employee sentiment related to company priorities, leadership practices, and inclusion, and what we can do to improve the overall employee experience.
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.
Our net sales for 2024 were derived from the Americas (52%), Europe, Middle East and Africa ("EMEA") (31%) and Asia-Pacific (17%).
* Segment sales include inter-company sales.
We globally manage our business operations through two segments: HVAC and Refrigeration.
On April 25, 2023, we announced that we entered into a Share Purchase Agreement (the “Agreement”) to acquire the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (“Viessmann”), a privately-held company.
The VCS Business develops intelligent, integrated and sustainable technologies, including heat pumps, boilers, photovoltaic systems, home battery storage and digital solutions, primarily for residential customers in Europe.
The acquisition was completed on January 2, 2024 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.
International accords such as the Paris Agreement and the subsequent U.S. climate policies to meet its nationally determined contributions as well as local regulations in the U.S. reducing the use of fossil fuels in buildings all have the potential to impact our products and service offerings.
We measure the *Pulse* of our workforce three times per year through company-wide employee surveys to help us understand how employees feel about working at Carrier and what we can do to improve their experience.
Item 3. LEGAL PROCEEDINGS
2 rewritten, 4 added, 1 removed, 56 unchanged
As of December 31, [removed: 2024,] [added: 2025,] the Company, Kidde-Fenwal, Inc. ("KFI") and others have been named as defendants in more than [removed: 9,000] [added: 17,000] lawsuits filed in United States state or federal courts and a single case in Canada alleging that the historic use of Aqueous Film Forming Foam ("AFFF") caused personal injuries and damage to property and water supplies.
As of December 31, [removed: 2024,] [added: 2025,] the Company has not recorded any amounts associated with expected insurance proceeds.
A hearing to approve the Disclosure Statement was held in June 2025.
A revised and supplemented Disclosure Statement was filed on August 15, 2025.
The Bankruptcy Court held a hearing on that statement on October 6, 2025.
Following that hearing, the Bankruptcy Court ordered that the revised and supplemented Disclosure Statement be modified further in two areas, which the parties are addressing.
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.
Cover and table of contents
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For the fiscal year ended December 31, [removed: 2024][added: 2025]
The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant as of June 30, [removed: 2024,] [added: 2025,] the last business day of the Registrant's most recently completed second fiscal quarter, was approximately [removed: $53.2] [added: $58.5] billion, based on the New York Stock Exchange closing price for such shares on that date.
As of January [removed: 31, 2025,] [added: 30, 2026,] there were [removed: 868,339,902] [added: 835,843,882] shares of Common Stock outstanding.
Part III hereof incorporates by reference portions of the Registrant's definitive proxy statement related to its [removed: 2025] [added: 2026] annual meeting of shareowners.
| [Cautionary Note Concerning Factors That May Affect Future [removed: Results](#i3119d1f868cd4209a7c076a88500211b_10)] [added: Results](#i7edbc60acf8249aca13e762bf5550d98_10)] | | | [removed: [2](#i3119d1f868cd4209a7c076a88500211b_10)] [added: [2](#i7edbc60acf8249aca13e762bf5550d98_10)] | | |
| [Item 1. [removed: B](#i3119d1f868cd4209a7c076a88500211b_16)usiness] [added: B](#i7edbc60acf8249aca13e762bf5550d98_19)usiness] | | | [removed: [4](#i3119d1f868cd4209a7c076a88500211b_16)] [added: [4](#i7edbc60acf8249aca13e762bf5550d98_19)] | | |
| [Item 1A. Risk [removed: Factors](#i3119d1f868cd4209a7c076a88500211b_31)] [added: Factors](#i7edbc60acf8249aca13e762bf5550d98_37)] | | | [removed: [10](#i3119d1f868cd4209a7c076a88500211b_31)] [added: [10](#i7edbc60acf8249aca13e762bf5550d98_37)] | | |
| [Item 1B. Unresolved Staff [removed: Comments](#i3119d1f868cd4209a7c076a88500211b_37)] [added: Comments](#i7edbc60acf8249aca13e762bf5550d98_43)] | | | [removed: [27](#i3119d1f868cd4209a7c076a88500211b_37)] [added: [27](#i7edbc60acf8249aca13e762bf5550d98_43)] | | |
| [Item 1C. [removed: Cybersecurity](#i3119d1f868cd4209a7c076a88500211b_40)] [added: Cybersecurity](#i7edbc60acf8249aca13e762bf5550d98_46)] | | | [removed: [27](#i3119d1f868cd4209a7c076a88500211b_40)] [added: [27](#i7edbc60acf8249aca13e762bf5550d98_46)] | | |
| [Item 2. [removed: Properties](#i3119d1f868cd4209a7c076a88500211b_43)] [added: Properties](#i7edbc60acf8249aca13e762bf5550d98_49)] | | | [removed: [29](#i3119d1f868cd4209a7c076a88500211b_43)] [added: [29](#i7edbc60acf8249aca13e762bf5550d98_49)] | | |
| [Item 3. Legal [removed: Proceedings](#i3119d1f868cd4209a7c076a88500211b_46)] [added: Proceedings](#i7edbc60acf8249aca13e762bf5550d98_52)] | | | [removed: [29](#i3119d1f868cd4209a7c076a88500211b_46)] [added: [29](#i7edbc60acf8249aca13e762bf5550d98_52)] | | |
| [Item 4. Mine Safety [removed: Disclosures](#i3119d1f868cd4209a7c076a88500211b_49)] [added: Disclosures](#i7edbc60acf8249aca13e762bf5550d98_55)] | | | [removed: [31](#i3119d1f868cd4209a7c076a88500211b_49)] [added: [31](#i7edbc60acf8249aca13e762bf5550d98_55)] | | |
| [Item 5. Market for Registrant's Common Equity, Related Shareowner Matters and Issuer Purchases of Equity [removed: Securities](#i3119d1f868cd4209a7c076a88500211b_55)] [added: Securities](#i7edbc60acf8249aca13e762bf5550d98_61)] | | | [removed: [32](#i3119d1f868cd4209a7c076a88500211b_55)] [added: [32](#i7edbc60acf8249aca13e762bf5550d98_61)] | | |
| [removed: [Item](#i3119d1f868cd4209a7c076a88500211b_55)] [added: [Item](#i7edbc60acf8249aca13e762bf5550d98_61)] 6. \[Reserved\] | | | | | |
| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3119d1f868cd4209a7c076a88500211b_64)] [added: Operations](#i7edbc60acf8249aca13e762bf5550d98_70)] | | | [removed: [33](#i3119d1f868cd4209a7c076a88500211b_64)] [added: [33](#i7edbc60acf8249aca13e762bf5550d98_70)] | | |
| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3119d1f868cd4209a7c076a88500211b_109)] [added: Risk](#i7edbc60acf8249aca13e762bf5550d98_157)] | | | [removed: [46](#i3119d1f868cd4209a7c076a88500211b_109)] [added: [47](#i7edbc60acf8249aca13e762bf5550d98_157)] | | |
| [Item 8. Financial Statements and Supplementary [removed: Data](#i3119d1f868cd4209a7c076a88500211b_112)] [added: Data](#i7edbc60acf8249aca13e762bf5550d98_160)] | | | [removed: [48](#i3119d1f868cd4209a7c076a88500211b_112)] [added: [48](#i7edbc60acf8249aca13e762bf5550d98_160)] | | |
| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i3119d1f868cd4209a7c076a88500211b_115) 238[)](#i3119d1f868cd4209a7c076a88500211b_115)] [added: ID](#i7edbc60acf8249aca13e762bf5550d98_163) 238[)](#i7edbc60acf8249aca13e762bf5550d98_163)] | | | [removed: [48](#i3119d1f868cd4209a7c076a88500211b_115)] [added: [48](#i7edbc60acf8249aca13e762bf5550d98_163)] | | |
| [Consolidated Statement of [removed: Operations](#i3119d1f868cd4209a7c076a88500211b_118)] [added: Operations](#i7edbc60acf8249aca13e762bf5550d98_166)] | | | [removed: [51](#i3119d1f868cd4209a7c076a88500211b_118)] [added: [50](#i7edbc60acf8249aca13e762bf5550d98_166)] | | |
| [Consolidated Statement of Comprehensive Income [removed: (Loss)](#i3119d1f868cd4209a7c076a88500211b_121)] [added: (Loss)](#i7edbc60acf8249aca13e762bf5550d98_169)] | | | [removed: [52](#i3119d1f868cd4209a7c076a88500211b_121)] [added: [51](#i7edbc60acf8249aca13e762bf5550d98_169)] | | |
| [Consolidated Balance [removed: Sheet](#i3119d1f868cd4209a7c076a88500211b_124)] [added: Sheet](#i7edbc60acf8249aca13e762bf5550d98_172)] | | | [removed: [53](#i3119d1f868cd4209a7c076a88500211b_124)] [added: [52](#i7edbc60acf8249aca13e762bf5550d98_172)] | | |
| [Consolidated Statement of Changes in [removed: Equity](#i3119d1f868cd4209a7c076a88500211b_127)] [added: Equity](#i7edbc60acf8249aca13e762bf5550d98_175)] | | | [removed: [54](#i3119d1f868cd4209a7c076a88500211b_127)] [added: [53](#i7edbc60acf8249aca13e762bf5550d98_175)] | | |
| [Consolidated Statement of Cash [removed: Flows](#i3119d1f868cd4209a7c076a88500211b_130)] [added: Flows](#i7edbc60acf8249aca13e762bf5550d98_178)] | | | [removed: [55](#i3119d1f868cd4209a7c076a88500211b_130)] [added: [54](#i7edbc60acf8249aca13e762bf5550d98_178)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i3119d1f868cd4209a7c076a88500211b_133)] [added: Statements](#i7edbc60acf8249aca13e762bf5550d98_181)] | | | [removed: [56](#i3119d1f868cd4209a7c076a88500211b_133)] [added: [55](#i7edbc60acf8249aca13e762bf5550d98_181)] | | |
| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3119d1f868cd4209a7c076a88500211b_208)] [added: Disclosure](#i7edbc60acf8249aca13e762bf5550d98_259)] | | | [removed: [99](#i3119d1f868cd4209a7c076a88500211b_208)] [added: [96](#i7edbc60acf8249aca13e762bf5550d98_259)] | | |
| [Item 9A. Controls and [removed: Procedures](#i3119d1f868cd4209a7c076a88500211b_211)] [added: Procedures](#i7edbc60acf8249aca13e762bf5550d98_262)] | | | [removed: [99](#i3119d1f868cd4209a7c076a88500211b_211)] [added: [96](#i7edbc60acf8249aca13e762bf5550d98_262)] | | |
| [Item 9B. Other [removed: Information](#i3119d1f868cd4209a7c076a88500211b_214)] [added: Information](#i7edbc60acf8249aca13e762bf5550d98_265)] | | | [removed: [100](#i3119d1f868cd4209a7c076a88500211b_214)] [added: [96](#i7edbc60acf8249aca13e762bf5550d98_265)] | | |
| [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i3119d1f868cd4209a7c076a88500211b_217)] [added: Inspections](#i7edbc60acf8249aca13e762bf5550d98_268)] | | | [removed: [100](#i3119d1f868cd4209a7c076a88500211b_220)] [added: [97](#i7edbc60acf8249aca13e762bf5550d98_271)] | | |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i3119d1f868cd4209a7c076a88500211b_223)] [added: Governance](#i7edbc60acf8249aca13e762bf5550d98_274)] | | | [removed: [100](#i3119d1f868cd4209a7c076a88500211b_223)] [added: [97](#i7edbc60acf8249aca13e762bf5550d98_274)] | | |
| [Item 11. Executive [removed: Compensation](#i3119d1f868cd4209a7c076a88500211b_226)] [added: Compensation](#i7edbc60acf8249aca13e762bf5550d98_277)] | | | [removed: [101](#i3119d1f868cd4209a7c076a88500211b_226)] [added: [98](#i7edbc60acf8249aca13e762bf5550d98_277)] | | |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareowner [removed: Matters](#i3119d1f868cd4209a7c076a88500211b_229)] [added: Matters](#i7edbc60acf8249aca13e762bf5550d98_280)] | | | [removed: [101](#i3119d1f868cd4209a7c076a88500211b_229)] [added: [98](#i7edbc60acf8249aca13e762bf5550d98_280)] | | |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i3119d1f868cd4209a7c076a88500211b_232)] [added: Independence](#i7edbc60acf8249aca13e762bf5550d98_283)] | | | [removed: [102](#i3119d1f868cd4209a7c076a88500211b_232)] [added: [99](#i7edbc60acf8249aca13e762bf5550d98_283)] | | |
| [Item 14. Principal Accountant Fees and [removed: Services](#i3119d1f868cd4209a7c076a88500211b_235)] [added: Services](#i7edbc60acf8249aca13e762bf5550d98_286)] | | | [removed: [102](#i3119d1f868cd4209a7c076a88500211b_235)] [added: [99](#i7edbc60acf8249aca13e762bf5550d98_286)] | | |
| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i3119d1f868cd4209a7c076a88500211b_241)] [added: Schedules](#i7edbc60acf8249aca13e762bf5550d98_292)] | | | [removed: [103](#i3119d1f868cd4209a7c076a88500211b_241)] [added: [100](#i7edbc60acf8249aca13e762bf5550d98_292)] | | |
| [Item 16. Form 10-K [removed: Summary](#i3119d1f868cd4209a7c076a88500211b_244)] [added: Summary](#i7edbc60acf8249aca13e762bf5550d98_295)] | | | [removed: [108](#i3119d1f868cd4209a7c076a88500211b_244)] [added: [105](#i7edbc60acf8249aca13e762bf5550d98_295)] | | |
Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," [added: "intend,"] "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "outlook," "confident," "scenario" and other words of similar meaning in connection with a discussion of future operating or financial performance.
Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax rates and other measures of financial performance or potential future plans, strategies or transactions of Carrier, [added: cost optimization actions, market conditions including with respect to residential end-markets, data center and otherwise, growth prospects for 2026 and beyond, pending dispositions,] Carrier's [added: guidance for full-year 2026, future revenues including relating to digitally-enabled products, Carrier's] plans with respect to our indebtedness and other statements that are not historical facts.
- the effect of [added: uncertainty and/or] changes in political conditions in the U.S. and other countries in which Carrier and our businesses operate, including the effect of [added: uncertainty and/or] changes in U.S. trade policies, on general market conditions, global trade policies, the imposition of tariffs, and currency exchange rates in the near term and beyond;
- the scope, nature, impact or timing of acquisition and divestiture activity, [removed: such as our acquisition of the VCS Business (as defined below) and our portfolio transformation transactions,] including among other things integration of acquired [removed: businesses] [added: businesses, such as the VCS Business (as defined below),] into existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs;
This Annual Report and our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports are available free of charge through the Investors section of our Internet website [removed: (*http://www.corporate.carrier.com*)] [added: (*http://www.ir.carrier.com*)] under the heading [added: "Financials" and sub-heading] "SEC Filings" as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC.
| 3.625% Notes due 2037 | | | | | | CARR37 | | | | | | New York Stock Exchange | | |
| [PART I](#i7edbc60acf8249aca13e762bf5550d98_16) | | | [4](#i7edbc60acf8249aca13e762bf5550d98_16) | | |
| [PART II](#i7edbc60acf8249aca13e762bf5550d98_58) | | | [32](#i7edbc60acf8249aca13e762bf5550d98_58) | | |
| [PART III](#i7edbc60acf8249aca13e762bf5550d98_271) | | | [97](#i7edbc60acf8249aca13e762bf5550d98_271) | | |
| [PART IV](#i7edbc60acf8249aca13e762bf5550d98_289) | | | [100](#i7edbc60acf8249aca13e762bf5550d98_289) | | |
| [SIGNATURES](#i7edbc60acf8249aca13e762bf5550d98_298) | | | [106](#i7edbc60acf8249aca13e762bf5550d98_298) | | |
| | | | | | | | | | | | | | | |
| [PART I](#i3119d1f868cd4209a7c076a88500211b_13) | | | [4](#i3119d1f868cd4209a7c076a88500211b_13) | | |
| [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) | | |
Item 1C. CYBERSECURITY
1 rewritten, 0 added, 0 removed, 29 unchanged
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 [added: Executive Vice President,] Chief Financial [removed: Officer,] [added: & Strategy Officer; Senior Vice President,] Chief Legal [removed: Officer,] [added: Officer; Senior Vice President,] Chief Digital [removed: Officer,] [added: Officer;] Senior Vice [removed: President of Operations, Chief Technology Officer, Chief Product Officer] [added: President, Operations; Senior Vice President, Engineering;] and [removed: Controller/Chief] [added: Vice President, Controller & Chief] Accounting Officer.
Item 2. PROPERTIES
6 rewritten, 0 added, 0 removed, 1 unchanged
We operate approximately [removed: 900] [added: 850] sites, which comprise approximately 36 million square feet of productive space.
Approximately [removed: 80%] [added: 34%, 22%, 26%] and [removed: 9%] [added: 10%] of these significant properties are associated with our [removed: HVAC] [added: Climate Solutions Americas, Climate Solutions Europe, Climate Solutions Asia Pacific, Middle East & Africa] and [removed: Refrigeration] [added: Climate Solutions Transportation] segments, respectively, with approximately [removed: 11%] [added: 8%] not associated with a particular segment.
Approximately [removed: 35%] [added: 34%] of these significant properties are leased and the remainder are owned.
Approximately [removed: 30%] [added: 29%] of these significant properties are located in the U.S.
Our fixed assets as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] are in good operating condition, are well-maintained and substantially all are in regular use.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREOWNER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
8 rewritten, 8 added, 10 removed, 17 unchanged
The Company's common stock is listed on the NYSE under the ticker symbol "CARR." As of December 31, [removed: 2024,] [added: 2025,] the approximate number of common stock shareowners of record was [removed: 19,648.][added: 18,212.]
The following graph presents the cumulative total shareowner return [removed: from] [added: for] the [removed: Distribution Date through] [added: five years ended] December 31, [removed: 2024,] [added: 2025,] for our common stock, as compared with the S&P 500 Index and the Dow Jones Industrial Index.
These figures assume that all dividends paid over the period were reinvested and that the starting value of each index and the investment in our common stock was $100 on [removed: April 3,] [added: December 31,] 2020.
[removed: ][added: ]
The cumulative total returns on our common stock and each index as of each [removed: April 3, 2020] [added: December 31, 2020,] through December 31, [removed: 2024,] [added: 2025,] plotted in the above graph are as follows:
| Company / Index | | | [removed: April 3,] [added: December 31,] 2020 | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | |
The following table provides information about our purchases during the three months ended December 31, [removed: 2024,] [added: 2025,] 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 to [removed: $7.1] [added: $12.1] billion of the Company's outstanding common stock.
| Carrier Global Corporation | | | $ | 100.00 | | | | | $ | 145.30 | | | | | $ | 112.33 | | | | | $ | 158.93 | | | | | $ | 191.11 | | | | | $ | 149.39 | | | | |
| S&P 500 Index | | | $ | 100.00 | | | | | $ | 128.68 | | | | | $ | 105.36 | | | | | $ | 133.03 | | | | | $ | 166.28 | | | | | $ | 195.98 | | | | |
| Dow Jones Industrial Index | | | $ | 100.00 | | | | | $ | 120.95 | | | | | $ | 112.65 | | | | | $ | 130.87 | | | | | $ | 150.49 | | | | | $ | 172.95 | | | | |
| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| October 1 - October 31 | | | | | | 4,385 | | | | | | $58.33 | | | | | | 4,385 | | | | | | $ | 5,555 | |
| November 1 - November 30 | | | | | | 2,139 | | | | | | $54.27 | | | | | | 2,139 | | | | | | $ | 5,439 | |
| December 1 - December 31 | | | | | | 1,976 | | | | | | $54.20 | | | | | | 1,976 | | | | | | $ | 5,332 | |
| Total | | | | | | 8,500 | | | | | | $56.35 | | | | | | 8,500 | | | | | | | | |
On April 3, 2020, UTC completed the Separation of Carrier into a stand-alone company.
As a result of the Separation and the Distribution, Carrier became an independent public company.
| 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 | | | | | | | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
571 rewritten, 271 added, 284 removed, 962 unchanged
We have audited the accompanying consolidated balance sheets of Carrier Global Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the COSO.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [removed: company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]
Key assumptions used in estimating future cash flows included [removed: short-term] [added: the] revenue growth [removed: rates, research and development expenses,] [added: rate,] earnings before [removed: interest, taxes, depreciation] [added: interest] and [removed: amortization (EBITDA) margins,] income [removed: tax rates,] [added: taxes margin,] discount [removed: rates, customer attrition] rate, [removed: royalty rates, contributory asset charge,] and [removed: obsolescence rates,] [added: terminal growth rate,] among others.
The principal considerations for our determination that performing procedures relating to the [removed: valuation of intangible assets acquired in the acquisition] [added: annual goodwill impairment assessment] of the [removed: VCS Business] [added: Climate Solutions Europe reporting unit] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [removed: intangible assets acquired;] [added: Climate Solutions Europe reporting unit;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to [removed: (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 [removed: customer relationships, (b) short-term] revenue growth [removed: rates, discount] rate, [removed: and royalty rate for the trademark, and (c) short-term revenue growth rates,] [added: EBIT margin,] discount rate, [removed: royalty rates,] and [removed: obsolescence rates for certain technologies;] [added: terminal growth rate;] 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 [removed: the acquisition accounting,] [added: management’s annual goodwill impairment assessment,] including controls over [removed: management’s] [added: the] valuation of the [removed: intangible assets acquired.][added: Climate Solutions Europe reporting unit.]
These procedures also included, among others (i) [removed: reading the purchase agreement; (ii)] testing management’s process for developing the fair value estimate of the [removed: intangible assets acquired; (iii)] [added: Climate Solutions Europe reporting unit; (ii)] evaluating the appropriateness of the [removed: multi-period excess earnings and relief from royalty methods] [added: discounted cash flow method] used by management; [removed: (iv)] [added: (iii)] testing the completeness and accuracy of the underlying data used in the [removed: multi-period excess earnings and relief from royalty methods;] [added: discounted cash flow method;] and [removed: (v)] [added: (iv)] evaluating the reasonableness of the significant assumptions used by management related to [removed: (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 [removed: customer relationships, (b) short-term] revenue growth [removed: rates, discount] rate, [removed: and royalty rate for the trademark, and (c) short-term revenue growth rates,] [added: EBIT margin,] discount rate, [removed: royalty rates,] and [removed: obsolescence rates for certain technologies.][added: terminal growth rate.]
Evaluating management’s assumptions related to [removed: (a) short-term revenue growth rates, research and development expenses, EBITDA margins, and income tax rates for] the [removed: customer relationships, (b) short-term] revenue growth [removed: rates for the trademark,] [added: rate] and [removed: (c) short-term revenue growth rates for certain technologies] [added: EBIT margin] involved [added: evaluating whether the assumptions used by management were reasonable] considering (i) the current and past performance of the [removed: VCS Business;] [added: Climate Solutions Europe reporting unit;] (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.
| (In millions, except per share amounts) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |
| Product sales | | | $ | [removed: 19,990] [added: 19,173] | | | | | $ | [removed: 16,665] [added: 19,990] | | | | | $ | [removed: 15,315] [added: 16,665] | | | | |
| Service sales | | | [removed: 2,496] [added: 2,574] | | | | | | [removed: 2,286] [added: 2,496] | | | | | | [removed: 1,973] [added: 2,286] | | | | | |
| Total Net sales | | | [removed: 22,486] [added: 21,747] | | | | | | [removed: 18,951] [added: 22,486] | | | | | | [removed: 17,288] [added: 18,951] | | | | | |
| Cost of products sold | | | [removed: (14,580)] [added: (14,232)] | | | | | | [removed: (12,002)] [added: (14,580)] | | | | | | [removed: (11,459)] [added: (12,002)] | | | | | |
| Cost of services sold | | | [removed: (1,925)] [added: (1,891)] | | | | | | [removed: (1,787)] [added: (1,925)] | | | | | | [removed: (1,532)] [added: (1,787)] | | | | | |
| Research and development | | | [removed: (686)] [added: (625)] | | | | | | [removed: (493)] [added: (686)] | | | | | | [removed: (416)] [added: (493)] | | | | | |
| Selling, general and administrative | | | [removed: (3,197)] [added: (3,092)] | | | | | | [removed: (2,607)] [added: (3,197)] | | | | | | [removed: (1,977)] [added: (2,607)] | | | | | |
| Total Costs and expenses | | | [removed: (20,388)] [added: (19,840)] | | | | | | [removed: (16,889)] [added: (20,388)] | | | | | | [removed: (15,384)] [added: (16,889)] | | | | | |
| Equity method investment net earnings | | | [removed: 231] [added: 229] | | | | | | [removed: 211] [added: 231] | | | | | | [removed: 262] [added: 211] | | | | | |
| Other income (expense), net | | | [removed: 317] [added: 36] | | | | | | [removed: (113)] [added: 317] | | | | | | [removed: 1,818] [added: (113)] | | | | | |
| Operating profit | | | [removed: 2,646] [added: 2,172] | | | | | | [removed: 2,160] [added: 2,646] | | | | | | [removed: 3,984] [added: 2,160] | | | | | |
| Non-service pension benefit (expense) | | | [removed: (1)] [added: (10)] | | | | | | (1) | | | | | | [removed: (4)] [added: (1)] | | | | | |
| Interest (expense) income, net | | | [removed: (371)] [added: (364)] | | | | | | [removed: (160)] [added: (371)] | | | | | | [removed: (157)] [added: (160)] | | | | | |
| Earnings before income taxes | | | [removed: 2,274] [added: 1,798] | | | | | | [removed: 1,999] [added: 2,274] | | | | | | [removed: 3,823] [added: 1,999] | | | | | |
| Income tax (expense) benefit | | | [removed: (1,062)] [added: (240)] | | | | | | [removed: (521)] [added: (1,062)] | | | | | | [removed: (616)] [added: (521)] | | | | | |
| Earnings from continuing operations | | | [removed: 1,212] [added: 1,558] | | | | | | [removed: 1,478] [added: 1,212] | | | | | | [removed: 3,207] [added: 1,478] | | | | | |
| Discontinued operations, net of tax | | | [removed: 4,496] [added: 29] | | | | | | [removed: (38)] [added: 4,496] | | | | | | [removed: 377] [added: (38)] | | | | | |
| Net earnings (loss) | | | [removed: 5,708] [added: 1,587] | | | | | | [removed: 1,440] [added: 5,708] | | | | | | [removed: 3,584] [added: 1,440] | | | | | |
| Less: Non-controlling interest in subsidiaries' | | | [removed: 104] [added: 103] | | | | | | [removed: 91] [added: 104] | | | | | | [removed: 50] [added: 91] | | | | | |
| Net earnings (loss) attributable to common shareowners | | | $ | [removed: 5,604] [added: 1,484] | | | | | $ | [removed: 1,349] [added: 5,604] | | | | | $ | [removed: 3,534] [added: 1,349] | | | | |
| Continuing operations | | | [removed: $] [added: $] | [removed: 1,108] [added: 1,455] | | | | | $ | [removed: 1,387] [added: 1,108] | | | | | $ | [removed: 3,157] [added: 1,387] | | | | |
| Discontinued operations | | | [removed: 4,496] [added: 29] | | | | | | [removed: (38)] [added: 4,496] | | | | | | [removed: 377] [added: (38)] | | | | | |
| Continuing operations | | | $ | [removed: 1.23] [added: 1.71] | | | | | $ | [removed: 1.66] [added: 1.23] | | | | | $ | [removed: 3.74] [added: 1.66] | | | | |
| Discontinued operations | | | [removed: 5.01] [added: 0.03] | | | | | | [removed: (0.05)] [added: 5.01] | | | | | | [removed: 0.45] [added: (0.05)] | | | | | |
| Net earnings (loss) | | | $ | [removed: 6.24] [added: 1.74] | | | | | $ | [removed: 1.61] [added: 6.24] | | | | | $ | [removed: 4.19] [added: 1.61] | | | | |
| Continuing operations | | | $ | [removed: 1.22] [added: 1.69] | | | | | $ | [removed: 1.63] [added: 1.22] | | | | | $ | [removed: 3.67] [added: 1.63] | | | | |
| Discontinued operations | | | [removed: 4.93] [added: 0.03] | | | | | | [removed: (0.05)] [added: 4.93] | | | | | | [removed: 0.43] [added: (0.05)] | | | | | |
| Net earnings (loss) | | | $ | [removed: 6.15] [added: 1.72] | | | | | $ | [removed: 1.58] [added: 6.15] | | | | | $ | [removed: 4.10] [added: 1.58] | | | | |
| Basic | | | [removed: 898.2] [added: 852.4] | | | | | | [removed: 837.3] [added: 898.2] | | | | | | [removed: 843.4] [added: 837.3] | | | | | |
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
*Annual Goodwill Impairment Assessment – Climate Solutions Europe Reporting Unit*
As described in Notes 3 and 6 to the consolidated financial statements, the Company’s goodwill balance was $15.5 billion as of December 31, 2025, and the goodwill associated with the Climate Solutions Europe reporting unit was $7.8 billion.
A discounted cash flow method under the income approach was utilized by management to estimate the fair value of the reporting unit.
Key assumptions used in estimating future cash flows included the revenue growth rate, earnings before interest and income taxes (EBIT) margin, discount rate, and terminal growth rate, among others.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and (ii) the reasonableness of the discount rate and terminal growth rate assumptions.
| | | | 15 | | | | | | (6) | | | | | | (16) | | | | | |
| | | | (6) | | | | | | (6) | | | | | | 58 | | | | | |
| Accrued liabilities | | | 3,774 | | | | | | 4,098 | | |
| Share repurchase with Viessmann | | | | | | | | | | | | — | | | | | | — | | | | | | (300) | | | | | | — | | | | | | — | | | | | | — | | | | | | (300) | | | | | | | | |
| Balance as of December 31, 2025 | | | | | | | | | | | | $ | (269) | | | | | $ | 10 | | | | | $ | (6,795) | | | | | $ | 8,665 | | | | | $ | 12,193 | | | | | $ | 324 | | | | | $ | 14,128 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Company's operations are classified into four segments: Climate Solutions Americas, Climate Solutions Europe, Climate Solutions Asia Pacific, Middle East & Africa and Climate Solutions Transportation.
Sale of Riello Business
Riello, predominantly reported in the Company's Climate Solutions Europe segment, is a leading international manufacturer that designs, produces and integrates a comprehensive portfolio of thermal solutions including burners, boilers, heat pumps, cooling systems and aftermarket services for residential, commercial and industrial applications, with a strong focus on energy efficiency, innovation and a global distribution network.
During 2024, the Company divested its Commercial and Residential Fire ("CRF Business"), Access Solutions ("Access Solutions") and Industrial Fire ("Industrial Fire") businesses which were historically reported in its Fire & Security segment.
The transactions represented a single disposal plan to separately divest multiple businesses over different reporting periods and met the criteria to be presented as discontinued operations in the accompanying Consolidated Statement of Operations and Consolidated Statement of Cash Flows.
In addition, the Company also divested its Commercial Refrigeration business (“CCR”).
Segment Reorganization
As a result of the Company's portfolio transformation, the Company revised its reportable segments during 2025 to better align the reporting structure with the Company's business strategy, resource allocation and performance assessment.
Under the revised segment structure, the Company has three new regional heating, ventilating and air conditioning ("HVAC") operating segments.
Combined with the Climate Solutions Transportation operating segment, the four operating segments also serve as the Company's reportable segments.
This model is designed to create a simplified, more focused and customer-centric organization across the globe.
Each segment reports through separate management teams which regularly review their operating results with the Company's Chief Operating Decision Maker (the "CODM") determined in accordance with applicable accounting guidance.
In connection with the revised structure, the CODM changed the measure used to evaluate segment profitability from *Operating profit* to *Segment operating profit*.
All prior period comparative information has been recast to reflect the revised segment structure.
Fair value of a reporting unit is estimated using a discounted cash flow method under the income approach.
The approach relies on estimates of future cash flows, revenue growth rates, earnings before interest and income taxes margins, discount rates, and terminal growth rates and explicitly addressed factors such as timing, growth and margins with due consideration given to forecasting, market and geographic risk.
Recoverability is measured by a comparison of the carrying value of an asset group to the future net undiscounted cash flows expected to be generated by the asset group.
The Company adopted ASU 2023-09 prospectively for the period ending December 31, 2025.
| (In millions) | | | | | | Climate Solutions Americas | | | | | | Climate Solutions Europe | | | | | | Climate Solutions Asia Pacific, Middle East & Africa | | | | | | Climate Solutions Transportation | | | | | | Total | | |
| Balance as of December 31, 2025 | | | | | | $ | 5,075 | | | | | $ | 7,808 | | | | | $ | 1,410 | | | | | $ | 1,208 | | | | | $ | 15,501 | |
| Technology and other | | | | | | | | | 1,692 | | | | | | (690) | | | | | | 1,002 | | | | | | 1,530 | | | | | | (504) | | | | | | 1,026 | | |
| Future amortization | | | $ | 868 | | | | | $ | 818 | | | | | $ | 742 | | | | | $ | 655 | | | | | $ | 599 | | | | | $ | 2,644 | |
Impairment Test
In connection with its revised segment structure, the Company performed a quantitative goodwill impairment test on its reporting units prior to the reorganization to determine if any impairment existed.
The tests did not indicate any goodwill impairment.
The Company then reassigned goodwill among its new reporting units using a relative fair value approach.
Based on these analyses, the Climate Solutions Europe reporting unit had a fair value of 10% above its carrying value.
This constitutes the entire Climate Solutions Europe segment.
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.
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.
February 11, 2025
| | | | (6) | | | | | | (16) | | | | | | 403 | | | | | |
| | | | (6) | | | | | | 58 | | | | | | — | | | | | |
| Balance, December 31, 2021 | | | | | | | | | | | | $ | (989) | | | | | $ | 9 | | | | | $ | (529) | | | | | $ | 5,411 | | | | | $ | 2,865 | | | | | $ | 327 | | | | | $ | 7,094 | | | | | | | |
| Net earnings (loss) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,534 | | | | | | 50 | | | | | | 3,584 | | | | | | | | |
| Acquisition (sale) of non-controlling interest, net | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 5 | | | | | | — | | | | | | 17 | | | | | | 22 | | | | | | | | |
| Payment to former shareholders of TCC | | | — | | | | | | — | | | | | | (104) | | |
The Company's operations are classified into two segments: HVAC and Refrigeration.
The sale of Access Solutions was completed on June 2, 2024.
During the fourth quarter of 2023, the net assets of the Company's Industrial Fire business ("Industrial Fire") met the criteria to be classified as held for sale.
On March 5, 2024, the Company entered into a stock purchase agreement to sell Industrial Fire to Sentinel Capital Partners.
The sale of Industrial Fire was completed on July 1, 2024.
As a result, the assets and liabilities of CCR are presented as held for sale on the accompanying Consolidated Balance Sheet as of December 31, 2023, and recorded at the lower of their carrying value or fair value less estimated cost to sell.
The sale of CCR was completed on October 1, 2024.
On August 15, 2024, the Company entered into a stock purchase agreement to sell its Commercial and Residential Fire business (“CRF Business”) to an affiliate of Lone Star Funds.
As a result, the assets and liabilities of the CRF Business are presented as held for sale on the accompanying Consolidated Balance Sheet as of December 31, 2023, and recorded at the lower of their carrying value or fair value less estimated cost to sell.
The sale of CRF was completed on December 2, 2024.
In 2023, the Company announced plans to exit its Fire & Security and Commercial Refrigeration businesses over the course of 2024.
In addition, the assets and liabilities of the CRF Business have been reclassified to held for sale at December 31, 2023.
Acquisition of Toshiba Carrier Corporation
On February 6, 2022, the Company 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.
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, the Company entered into a stock purchase agreement to sell its Chubb Fire and Security business ("Chubb") to APi Group Corporation ("APi").
Chubb, which was reported within the Company's Fire & Security segment, delivered essential fire safety and security solutions from design and installation to monitoring, service and maintenance across more than 17 countries around the globe.
On January 3, 2022, the Company completed the sale of Chubb (the "Chubb Sale") for net proceeds of $2.9 billion and recognized a gain on the sale of $1.1 billion, which is included in *Other income (expense), net* during the year ended December 31, 2022.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Monitoring lines | | | 7 to 10 | | |
In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis.
In addition, the amendments clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements.
An excerpt. Shown here: 40 of 571 rewritten, 40 of 271 added and 40 of 284 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
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Evaluation of Disclosure Controls and Procedures — Our management, with the participation of our CEO and [removed: Senior] [added: Executive] Vice [removed: President and] [added: President,] Chief Financial [added: & Strategy] 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: 2024.][added: 2025.]
Based on that evaluation, the Company's CEO and CFO have concluded that, as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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.
Item 9B. OTHER INFORMATION
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During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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The information required by Item 10 with respect to directors, the Audit Committee of the Board of Directors, audit committee financial experts and insider trading arrangements and policies is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareowners entitled "Proposal 1: Election of Directors" (under the subheadings "Criteria for Board Membership", "Nominees for the [removed: 2025] [added: 2026] Annual Meeting" and "Corporate Governance").
The following persons are executive officers of Carrier Global [removed: Corporation:][added: Corporation as of February 5, 2026:]
| Name | | | | | | Position | | | | | | Age as of February [removed: 11, 2025] [added: 5, 2026] | | |
| David Gitlin | | | | | | Chairman [removed: and] [added: &] Chief Executive Officer | | | | | | [removed: 55] [added: 56] | | |
| Ajay Agrawal | | | | | | Senior Vice President, Global Services [removed: and Healthy Buildings] [added: & Chief Business Development Officer] | | | | | | [removed: 61] [added: 62] | | |
| Francesca Campbell | | | | | | Senior Vice President, Chief Legal Officer | | | | | | [removed: 41] [added: 42] | | |
| [removed: Kyle Crockett] [added: Beril Yildiz] | | | | | | Vice President, Controller [removed: and] [added: &] Chief Accounting Officer | | | | | | [removed: 51] [added: 47] | | |
| Patrick Goris | | | | | | [removed: Senior] [added: Executive] Vice [removed: President and] [added: President,] Chief Financial [added: & Strategy] Officer | | | | | | [removed: 53] [added: 54] | | |
| Gaurang Pandya | | | | | | President, [removed: HVAC] [added: Climate Solutions] Americas [removed: and Commercial HVAC EMEA] | | | | | | [removed: 48] [added: 49] | | |
| Nadia Villeneuve | | | | | | Senior Vice President, Chief [removed: Human Resources] [added: People & Communications] Officer | | | | | | [removed: 52] [added: 53] | | |
David Gitlin. Mr. Gitlin was elected Chairman of the Board in April 2021 and was appointed President [removed: and] [added: &] Chief Executive Officer of Carrier in June 2019.
He [removed: most recently] [added: also previously] served as President and Chief Operating Officer of Collins Aerospace Systems from 2018 to 2019 and President of UTC Aerospace Systems from 2015 to 2018.
Ajay Agrawal. Mr. Agrawal was appointed [removed: Chief Strategy Officer and] Senior Vice President, Global Services & [removed: Healthy Buildings] [added: Chief Business Development Officer] in March [removed: 2021 and served as Senior Vice President, Strategy & Services for Carrier from October 2019 to March 2021.][added: 2025.]
[removed: Previously] [added: Prior to joining Carrier,] he served as President, Aftermarket Services, and Vice President responsible for Rockwell Collins integration for Collins Aerospace, a UTC company, from August 2015 to September 2019.
Prior to joining Carrier, Ms. Campbell served as an attorney at Davis, Polk & [removed: Wardell] [added: Wardwell] within their mergers & acquisitions group.
[removed: Kyle Crockett. Mr. Crockett] [added: Beril Yildiz. Ms. Yildiz] was appointed Vice President, Controller [removed: and] [added: &] Chief Accounting Officer of Carrier in [removed: January 2020.][added: September 2025.]
Patrick Goris. Mr. Goris [removed: was appointed] [added: served as Carrier's] Senior Vice [removed: President and] [added: President,] Chief Financial Officer [removed: of Carrier in] [added: from] November [removed: 2020.][added: 2020 until his appointment as Executive Vice President, Chief Financial & Strategy Officer in January 2026.]
Prior to joining Carrier, Mr. Goris served [added: in various roles at Rockwell Automation, Inc. from 2006 to 2020, including] as Senior Vice President and Chief Financial Officer [removed: of Rockwell Automation, Inc.,] from 2017 to 2020.
Gaurang Pandya. Mr. Pandya was appointed President, [removed: HVAC] [added: Climate Solutions] Americas [removed: and Commercial HVAC EMEA] in [removed: 2024.][added: 2025.]
He has [removed: 25 years of experience with Carrier and has] held various [added: other] positions [removed: of] [added: at Carrier since 1999 with] increasing [added: levels of] responsibility in finance and general management, with roles leading both regional and global businesses.
Prior to his current role, he served as [added: the] President, [removed: Commercial] HVAC [added: Americas] and [removed: President, Global Equipment, HVAC.][added: Commercial HVAC EMEA beginning in October 2023.]
Nadia Villeneuve. Ms. Villeneuve [removed: was appointed] [added: served as Carrier's] Senior Vice President, Chief Human Resources Officer [removed: of Carrier] [added: from 2015 until her appointment as Senior Vice President, Chief People & Communications Officer] in [removed: 2015.][added: January 2026.]
Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2025] [added: 2026] 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.
This code is publicly available on our website at [removed: https://www.corporate.carrier.com/corporate-responsibility/governance.][added: https://www.carrier.com/us/en/governance.]
Our Corporate Governance Guidelines and the charters of our Board of Directors’ Audit Committee, Compensation Committee, and Governance Committee are available on our website at [removed: https://www.corporate.carrier.com.][added: https://www.carrier.com/us/en/board-of-directors.]
| Thomas Heim | | | | | | President, Climate Solutions Europe | | | | | | 57 | | |
| Michael L. Gierges | | | | | | President, Climate Solutions Asia Pacific, Middle East & Africa | | | | | | 41 | | |
| Edward Dryden | | | | | | President, Climate Solutions Transportation | | | | | | 47 | | |
Mr. Agrawal joined Carrier in October 2019 and has held various executive leadership roles within strategy, aftermarket and business development.
She joined Carrier from International Flavors & Fragrances Inc., where she served as the Senior Vice President, Controller & Chief Accounting Officer from September 2022 to August 2025.
Ms. Yildiz served as the Corporate Controller and Chief Accounting Officer of Revlon Inc. from September 2021 to September 2022, including as the Chief Financial Officer North America and Latin America from April 2022 to September 2022.
She served in various positions with Colgate-Palmolive Company from September 2018 through September 2021, including as Director of Financial Reporting, Technical Accounting and SOX Compliance and as the Controller, Asia Pacific Division, and also worked in various roles at PricewaterhouseCoopers from 2000 to 2018.
Thomas Heim. Mr. Heim was appointed President, Climate Solutions Europe in 2025.
Prior to his current role, he served as the President, Climate Solutions Europe Residential & Light Commercial beginning in January 2024.
He joined Carrier through its acquisition of Viessmann Climate Solutions, of which he served as Chief Sales and Marketing Officer from July 2017 to July 2022 and as Chief Executive Officer from July 2022 until the acquisition was completed in January 2024.
Michael L.
Gierges. Mr. Gierges was appointed President, Climate Solutions Asia Pacific, Middle East & Africa in 2025.
Prior to joining Carrier, he served in various roles at Schneider Electric SE, including as Executive Vice President, President Home & Distribution Business from April 2023 - April 2025 and Senior Vice President, Power Products & Systems - North America from March 2022 to June 2023.
He also served in various roles at ABB Ltd from April 2007 to March 2022, including as Senior Vice President, Head of Group Smart Buildings Solutions - America's Region from January 2020 to March 2022.
Edward Dryden. Mr. Dryden was appointed President, Climate Solutions Transportation in 2025.
Prior to his current role, he served as the President, Refrigeration beginning in July 2024.
Prior to joining Carrier, he held various senior roles at Collins Aerospace, a subsidiary of RTX Corporation, from November 2018 until July 2024, including President, Interiors and Vice President, Actuations.
He joined Carrier from General Motors where he held several positions, including Director, Global Business Solutions – Finance from 2017 to 2020.
Item 11. EXECUTIVE COMPENSATION
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The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareowners entitled "Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation."
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREOWNER MATTERS
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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: 2025] [added: 2026] Annual Meeting of Shareowners titled "Share Ownership."
The following table provides information as of December 31, [removed: 2024,] [added: 2025,] concerning Common Stock issuable under Carrier’s equity compensation plans.
| Equity compensation plans approved by shareowners | | | | | | [removed: 13,696,000] [added: 9,104,000] | | | (1) | | | | | | $ | [removed: 35.52] [added: 39.31] | | | | | [removed: 11,100,000] [added: 25,600,000] | | | (2) | | |
(1) Consists of the following issuable shares of Common Stock awarded under the Carrier Global Corporation 2020 Long-Term Incentive Plan (the “2020 LTIP”): (i) shares of Common Stock issuable upon the exercise of outstanding non-qualified stock options; (ii) shares of Common Stock issuable upon the exercise of outstanding Stock Appreciation Rights (SARs); (iii) shares of Common Stock issuable pursuant to outstanding restricted stock unit and performance share unit awards, assuming performance at the target level (up to an additional [removed: 2,706,000] [added: 2,572,000] 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 31, [removed: 2024] [added: 2025] of [removed: $68.26.][added: $52.84.]
(2) Represents the maximum number of shares of Common Stock available to be awarded under the 2020 LTIP as of December 31, [removed: 2024.][added: 2025.]
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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The information required by Item 13 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareowners entitled "Nominees for the [removed: 2025] [added: 2026] Annual Meeting" (under the subheading "Director Independence") and "Other Important Information" (under the subheading "Transactions with Related Persons").
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The information required by Item 14 is incorporated by reference to the sections of our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareowners entitled "Proposal 3: Ratify Appointment of Independent Auditor for [removed: 2025,"] [added: 2026,"] including the information provided in that section with regard to "Audit Fees," "Audit-Related Fees," "Tax Fees" and "All Other Fees."
Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
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See [removed: [Index](#i3119d1f868cd4209a7c076a88500211b_7)] [added: [Index](#i7edbc60acf8249aca13e762bf5550d98_7)] appearing on [page [removed: 1](#i3119d1f868cd4209a7c076a88500211b_7).][added: 1](#i7edbc60acf8249aca13e762bf5550d98_7).]
| 4.5 | | | | | | [Description of [removed: Securities*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/exhibit45-carrierxdescript.htm)] [added: Securities*](https://www.sec.gov/Archives/edgar/data/1783180/000178318026000008/a2025-12x3110xkex45xcarrie.htm)] | | |
| 10.11 | | | | | | [Carrier Global Corporation LTIP Performance Share Unit Deferral [removed: Plan*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/exhibit1011-carrierglobalc.htm)+] [added: Plan](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm) [(incor](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm)[porated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm)[11](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm) [of Carrier Global Corporation's](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm) [Report on Form](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm) [filed with the SEC on](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm) [February 7, 2023](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm)[, File No. 001-3](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm)[9220)](https://www.sec.gov/Archives/edgar/data/0001783180/000178318023000012/exhibit1011-carrierglobalc.htm)+] | | |
| 21 | | | | | | [Subsidiaries of the [removed: Registrant*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/a2024-12x3110xkex21xsubsid.htm)] [added: Registrant*](https://www.sec.gov/Archives/edgar/data/1783180/000178318026000008/a2025-12x3110xkex21xsubsid.htm)] | | |
| 23 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/a2024-12x3110xkexhibit23.htm)] [added: LLP*](https://www.sec.gov/Archives/edgar/data/1783180/000178318026000008/a2025-12x3110xkexhibit23.htm)] | | |
| 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/a2024-12x3110xkexhibit311.htm)] [added: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318026000008/a2025-12x3110xkexhibit311.htm)] | | |
| 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/a2024-12x3110xkexhibit312.htm)] [added: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318026000008/a2025-12x3110xkexhibit312.htm)] | | |
| 31.3 | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/a2024-12x3110xkexhibit313.htm)] [added: Certification*](https://www.sec.gov/Archives/edgar/data/1783180/000178318026000008/a2025-12x3110xkexhibit313.htm)] | | |
| 32 | | | | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/a2024-12x3110xkexhibit32.htm)‡] [added: Certifications](https://www.sec.gov/Archives/edgar/data/1783180/000178318026000008/a2025-12x3110xkexhibit32.htm)‡] | | |
| 97 | | | | | | [Carrier Global Corporation Clawback [removed: Policy*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/exhibit97-clawbackpolicyas.htm)] [added: Policy (incorporated by reference to Exhibit 97 to Carrier Global Corporation's](https://www.sec.gov/Archives/edgar/data/0001783180/000178318024000009/exhibit97-clawbackpolicyas.htm) [](https://www.sec.gov/Archives/edgar/data/0001783180/000178318024000009/exhibit97-clawbackpolicyas.htm)[Annual Report on Form 10-K filed with the SEC on February 6, 2024)](https://www.sec.gov/Archives/edgar/data/0001783180/000178318024000009/exhibit97-clawbackpolicyas.htm)] | | |
| 104 | | | | | | The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL and contained in Exhibit 101. | | |
Attached as Exhibit 101 to this report are the following formatted in extensible Business Reporting Language ("XBRL"): (i) Consolidated Statement of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (ii) Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iii) Consolidated Balance Sheet as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (iv) Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (v) Consolidated Statement of Changes in Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023,] and (vi) Notes to the Consolidated Financial Statements.
| 10.25 | | | | | | [Carrier Summary of Compensation and Benefits for Directors (2025-2026 Board Cycle) (incorporated by reference to Exhibit 10.8 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, File No. 001-39220)+](https://www.sec.gov/Archives/edgar/data/0001783180/000178318025000030/exhibit108-directorcompens.htm) | | |
| 10.61 | | | | | | [Schedule of Terms for Performance Share Unit Awards (annual) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (rev. February 6, 2025) (incorporated by reference to Exhibit 10.1 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, File No. 001-39220)+](https://www.sec.gov/Archives/edgar/data/0001783180/000178318025000030/exhibit101-2025carrpsusche.htm) | | |
| 10.62 | | | | | | [Schedule of Terms for Restricted Stock Unit Awards (annual) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (February 6, 2025) (incorporated by reference to Exhibit 10.2 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, File No. 001-39220)+](https://www.sec.gov/Archives/edgar/data/0001783180/000178318025000030/exhibit102-2025carrrsusche.htm) | | |
| 10.63 | | | | | | [Schedule of Terms for Stock Appreciation Right Awards (annual) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (February 6, 2025) (incorporated by reference to Exhibit 10.3 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, File No. 001-39220)+](https://www.sec.gov/Archives/edgar/data/0001783180/000178318025000030/exhibit103-2025carrsarsche.htm) | | |
| 10.64 | | | | | | [Schedule of Terms for Performance Share Unit Awards (off-cycle) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (rev. February 6, 2025) (incorporated by reference to Exhibit 10.4 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, File No. 001-39220)+](https://www.sec.gov/Archives/edgar/data/0001783180/000178318025000030/exhibit104-2025carrpsusche.htm) | | |
| 10.65 | | | | | | [Schedule of Terms for Restricted Stock Unit Awards (off-cycle) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (rev. February 6, 2025) (incorporated by reference to Exhibit 10.5 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, File No. 001-39220)+](https://www.sec.gov/Archives/edgar/data/0001783180/000178318025000030/exhibit105-2025carrrsusche.htm) | | |
| 10.66 | | | | | | [Schedule of Terms for Stock Appreciation Right Awards (off-cycle) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (rev. February 6, 2025) (incorporated by reference to Exhibit 10.6 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, File No. 001-39220)+](https://www.sec.gov/Archives/edgar/data/0001783180/000178318025000030/exhibit106-2025carrsarsche.htm) | | |
| 10.67 | | | | | | [Form of Award Agreement granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to Carrier Global Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2025, File No. 001-39220)+](https://www.sec.gov/Archives/edgar/data/0001783180/000178318025000030/exhibit107-formofcarrieraw.htm) | | |
| 10.68 | | | | | | [Second Amendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan, effective as of April 9, 2025 (incorporated by reference to Exhibit 10.1 to Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 11, 2025, File No. 001-39220)](https://www.sec.gov/Archives/edgar/data/0001783180/000178318025000021/secondamendmenttoltip.htm) | | |
| 10.69 | | | | | | [Form of Executive Officer Offer Letter*+](https://www.sec.gov/Archives/edgar/data/1783180/000178318026000008/exhibit1069-offerlettertem.htm) | | |
| 10.70 | | | | | | [Form of Letter of Assignment*+](https://www.sec.gov/Archives/edgar/data/1783180/000178318026000008/exhibit1070-formofletterof.htm) | | |
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| 10.25 | | | | | | [Carrier Summary of Compensation and Benefits for Directors (2024-2025 Board Cycle)*](https://www.sec.gov/Archives/edgar/data/1783180/000178318025000008/exhibit1025-2022summaryofc.htm)+ | | |
Item 16. FORM 10-K SUMMARY
16 rewritten, 2 added, 2 removed, 28 unchanged
| Dated: | | | February [removed: 11, 2025] [added: 5, 2026] | | | by: | | | /s/PATRICK GORIS | | |
| | | | | | | | | | [removed: Senior] [added: Executive] Vice [removed: President and] [added: President,] Chief Financial [added: & Strategy] Officer | | |
| | | | | | | | | | Vice President, Controller [removed: and] [added: &] Chief Accounting Officer | | |
| /s/David Gitlin | | | | | | Director, Chairman and Chief Executive Officer | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| /s/Patrick Goris | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Financial [added: & Strategy] Officer | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| [removed: /s/Kyle Crockett] [added: /s/Beril Yildiz] | | | | | | Vice President, Controller and Chief Accounting Officer | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| [removed: Kyle Crockett] [added: Beril Yildiz] | | | | | | (Principal Accounting Officer) | | | | | | | | |
| /s/Jean-Pierre Garnier | | | | | | Director | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| /s/John J. Greisch | | | | | | Director | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| /s/Charles M. Holley, Jr. | | | | | | Director | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| /s/Michael M. McNamara | | | | | | Director | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| /s/Amy E. Miles | | | | | | Director | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| /s/Susan N. Story | | | | | | Director | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| /s/Michael A. Todman | | | | | | Director | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| /s/Maximilian Viessmann | | | | | | Director | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| /s/Virginia M. Wilson | | | | | | Director | | | | | | February [removed: 11, 2025] [added: 5, 2026] | | |
| Dated: | | | February 5, 2026 | | | by: | | | /s/BERIL YILDIZ | | |
| | | | | | | | | | Beril Yildiz | | |
| Dated: | | | February 11, 2025 | | | by: | | | /s/KYLE CROCKETT | | |
| | | | | | | | | | Kyle Crockett | | |