Otis Worldwide (OTIS) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A44 rewritten5 added24 removed201 unchanged
All filing items1,156 rewritten414 added453 removed1,803 unchanged
Summary
counted, not written
- Item 1A lists 22 risk factor headings: 0 new, 2 reworded and 20 unchanged since FY2022. 2 headings from FY2022 no longer appear.
- Sentence by sentence, 414 added, 453 removed, 1,156 rewritten and 1,803 unchanged across 19 items that differ.
- New this year: Item 1C. Cybersecurity.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2022.
Removed Item 1A headings (2)
- Our business may be further impacted by the COVID-19 pandemic.
- As a result of the Separation, certain members of management, directors and shareholders may own stock in RTX, Otis and Carrier, and as a result may face actual or potential conflicts of interest.
Reworded Item 1A headings (2)
- Our international operations subject us to risk as our results of operations may be adversely affected by changes in local and regional economic conditions, such as fluctuations in exchange rates, risks associated with government policies on international trade and investments,
[removed: and]risks associated with China and other emerging[removed: markets.][added: markets and geopolitical conflicts.] - We may not realize expected benefits from our cost
[removed: reduction and][added: reduction,] restructuring [added: and transformation] efforts, [added: including UpLift,] and our profitability may be[removed: hurt][added: negatively impacted] or our business otherwise might be adversely affected.
A heading is new when no FY2022 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
44 rewritten, 5 added, 24 removed, 201 unchanged
Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks (see discussion of risks associated with the ongoing [removed: conflict between Russia and Ukraine below),] [added: conflicts referred to in the immediately following Risk Factor),] including global credit [removed: market] conditions, levels of consumer and business confidence, commodity prices, raw material and energy costs, supply chain issues, foreign currency exchange rates, interest rates, labor costs, levels of government spending and deficits, [added: actual or anticipated default on sovereign debt,] trade policies, tariffs and trade barriers, political conditions, [added: including in connection with the results of the 2024 election in the U.S. or otherwise,] regulatory changes, fluctuations in residential and commercial construction activity, [removed: pandemic health issues (see discussion of COVID-19 below),] natural disasters, including weather events caused by climate change, [removed: actual or anticipated default on sovereign debt] [added: pandemic health issues, including COVID-19,] and other challenges that could affect the global economy.
In particular, a slowdown in building and remodeling activity or decreased public spending on infrastructure projects [added: or decreased spending on commercial real estate or customer defaults due to higher levels of remote work in connection with the COVID-19 pandemic or otherwise,] could adversely affect our financial performance.
Our international operations subject us to risk as our results of operations may be adversely affected by changes in local and regional economic conditions, such as fluctuations in exchange rates, risks associated with government policies on international trade and investments, [removed: and] risks associated with China and other emerging [removed: markets.][added: markets and geopolitical conflicts.]
We conduct our business on a global basis, with approximately 72% of our [removed: 2022] [added: 2023] net sales derived from international operations.
Given that the majority of our [added: net] sales are non-U.S. based, a strengthening of the U.S. [removed: Dollar] [added: dollar] against other major foreign currencies has adversely affected and could in the future adversely affect our results of operations.
The implementation of more restrictive trade policies, including the imposition of tariffs, or the renegotiation of existing trade agreements with the U.S. or countries where we sell large quantities of products and services, procure materials incorporated into our products, manufacture products or recruit and employ employees, including trade relations between the U.S. and China [removed: (as discussed below), could have a material adverse effect on our business, results of operations and financial condition, including our ability to recruit and retain employees or deploy certain employees to the geographies where their skills are best utilized.]
China is currently the largest end market for sales of new equipment in our industry, with our New Equipment [added: net] sales in China representing approximately [removed: 35%] [added: one third] of our global New Equipment net sales and over half of our global New Equipment unit volume.
Changes to market and economic conditions in China, including credit conditions for our customers, [added: or] an escalation of trade conflicts between the U.S. and [removed: China or changes in the government's COVID-19 policies,] [added: China,] may [added: further] impact our ability to continue New Equipment net sales in China at rates consistent with prior years.
We expect that [added: net] sales to emerging markets will continue to account for a significant portion of our [added: net] sales as those and other developing nations and regions around the world increase their demand for our products and services.
The [removed: ongoing] conflict between Russia and Ukraine [removed: has] [added: and the war between Israel and Hamas have] resulted in worldwide geopolitical and macroeconomic uncertainty, and we cannot predict how the [removed: conflict] [added: conflicts] will [removed: evolve.][added: evolve or the timing thereof.]
If [removed: the conflict continues] [added: these conflicts continue] for a significant time or [removed: expands] [added: further expand] to other [removed: countries, it] [added: countries and depending on the ultimate outcomes of these conflicts, which remain uncertain, they] could have additional adverse effects on macroeconomic conditions, including but not limited to, increased costs, constraints on the availability of commodities, supply chain disruptions and decreased business spending.
Furthermore, continuation of the [removed: conflict] [added: conflicts] could give rise to disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; regulatory enforcement; our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the capital markets, any of which could have a material adverse effect on our business, results of operations, cash flows and financial condition.
See Item 7 "Business Overview" in this Form 10-K for more information regarding the [removed: recent] sale of our business in Russia.
Issues with suppliers, (such as a disruption in deliveries, capacity [added: and credit] constraints, production disruptions, quality issues and supplier closings or [removed: bankruptcies, including in connection with the ongoing impact of COVID-19 and the unsettled economic recovery),] [added: bankruptcies),] price increases or decreased availability of raw materials or commodities [removed: (including in connection with the ongoing conflict between Russia and Ukraine)] could have a material adverse effect on our ability to meet our commitments to customers or could increase our operating costs, either of which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
[added: Any delays could] result in increased development costs or divert resources from other projects.
If we fail to accurately estimate our costs or the time required to complete a new equipment order, or the extent of required maintenance pursuant to a service contract, [added: or execute on our productivity initiatives,] the profitability of our contracts may be materially and adversely affected.
As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $6.6] [added: $6.9] billion outstanding long-term debt.
Volatility in the world financial [removed: markets, including as a result of inflation concerns from the unsettled recovery from the COVID-19 pandemic or the ongoing conflict between Russia and Ukraine,] [added: markets] could [added: further] increase borrowing costs or affect our ability to access the capital markets.
[removed: Otis has] [added: We have] an [removed: investment grade] [added: investment-grade] credit rating from each of Moody’s [removed: Investor Services,] [added: Investors Service,] Inc. and Standard & Poor’s.
Additionally, we may not realize the degree or timing of benefits we anticipate when we first enter into a [removed: transaction.][added: transaction, including as a result of current and proposed changes to U.S. and foreign regulatory approval processes and requirements in connection with an acquisition or divestiture.]
[added: If we are not successful in maintaining] our joint ventures and other strategic partnerships, our financial condition, results of operations and cash flows may be adversely affected.
For a description of current material legal proceedings, see "Note [removed: 22:] [added: 21:] Contingent Liabilities" in Item 8 of this Form 10-K.
Examples of such risks include: (1) the availability and cost of low- or non-carbon-based energy sources and technologies, (2) [added: third-party coordination and alignment over which we do not have control and may be unpredictable, (3)] evolving regulatory requirements affecting ESG standards or disclosures, [removed: (3)] [added: (4)] the availability of suppliers that can meet our sustainability, diversity and other standards, and [removed: (4)] [added: (5)] our ability to recruit, develop, and retain diverse talent in our labor markets.
[removed: Our processes and controls for] reporting [removed: of] ESG [removed: matters may not always comply with evolving and disparate standards for identifying, measuring, and reporting ESG] metrics globally, our interpretation of reporting standards may differ from those of others, and such standards may change over time, any of which could result in significant revisions to our performance metrics, goals or reported progress in achieving such goals and increased compliance costs and risks.
If our ESG practices do not meet evolving investor or other stakeholder expectations and standards, then our reputation, our ability to attract or retain employees, and our attractiveness as an investment, supplier, or business [removed: partner,] [added: partner] could be negatively [removed: impacted.][added: impacted, or could result in litigation.]
The performance of the financial markets and interest rates [added: as well statutory and/or regulatory changes] can impact our defined benefit pension plan expenses and funding obligations.
Although we seek to protect such data and design our products to enable our customers to use them while complying with applicable data privacy and cybersecurity laws and/or customer-imposed controls, we have experienced [removed: cyber-attacks, which have not to our knowledge had a material adverse impact on the Company to date.][added: cyber-attacks.]
[removed: Our] [added: While these attacks have not to our knowledge had a material adverse impact on the Company to date, our] internal systems and products may be vulnerable to further cyber-attacks, security breaches, theft, programming errors or employee errors, which could lead to the compromise of confidential and sensitive data, unauthorized access, use, disclosure, modification or destruction of information, improper use of our systems, software solutions or networks, defective products, production downtimes and/or operational disruptions in violation of applicable law and/or contractual obligations.
In addition, any such event could harm our reputation, cause unfavorable publicity or otherwise adversely affect certain potential customers’ [removed: perception] [added: perceptions] of the security and reliability [added: of our services as well as our credibility and reputation, which could result in lost sales.]
[removed: In addition, because] [added: Because] of the global nature of our business, both our internal systems and products must comply with the applicable laws, regulations and standards in a number of jurisdictions, which continue to [removed: evolve,] [added: evolve] and in certain cases, include provisions that are unclear.
Our business and financial performance depend on continued substantial investment in information technology infrastructure, which may not yield anticipated benefits, and may be adversely affected by [removed: cyber-attacks] [added: cyberattacks] on information technology infrastructure and products and other business disruptions.
[removed: Failure to design,] develop and implement new technology infrastructure systems in an effective and timely manner, or to adequately invest in and maintain these systems, could result in the diversion of management’s attention and resources and could materially adversely affect our operating results, competitive position and ability to efficiently manage our business.
Such a transition would be [removed: time consuming,] [added: time-consuming,] costly and damaging to our competitive position, and could require additional management resources.
In addition, our business may be impacted by disruptions to our own or third-party information technology (“IT”) infrastructure, which could result from (among other causes) [removed: cyber-attacks] [added: cyberattacks] on or failures of such infrastructure or compromises to its physical security, as well as from damaging weather or other acts of nature.
However, given the unpredictability, nature and scope of [removed: cyber-attacks,] [added: cyberattacks,] it is possible that potential vulnerabilities could go undetected for an extended period.
As a result of a [removed: cyber-attack,] [added: cyberattack,] we could potentially be subject to production downtimes, operational delays or other detrimental impacts on our operations or ability to provide products and services to our customers; destruction or corruption of data; security breaches; manipulation or improper use of our or third-party systems, networks or products; financial losses from remedial actions, loss of business, potential liability, penalties, fines and/or damage to our reputation, any of which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
We may not realize expected benefits from our cost [removed: reduction and] [added: reduction,] restructuring [added: and transformation] efforts, [added: including UpLift,] and our profitability may be [removed: hurt] [added: negatively impacted] or our business otherwise might be adversely affected.
In order to operate more efficiently and cost effectively, we may adjust employment, optimize our footprint or undertake other restructuring [removed: activities.][added: or transformation activities, including in connection with UpLift.]
If we do not successfully manage restructuring [added: and other transformation] activities, expected efficiencies and benefits might be delayed or not realized, and our operations and business could be disrupted.
Risks associated with these actions and other workforce management issues include unfavorable political responses, unforeseen delays in the implementation of anticipated workforce reductions, additional unexpected costs, [added: challenges in change management,] adverse effects on employee [removed: morale,] [added: morale and capacity, and] the failure to meet operational targets due to the loss of employees or work stoppages, any of which may impair our ability to achieve anticipated cost reductions, otherwise harm our business or have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
Additionally, limitations on the ability of our customers and suppliers to access credit at interest rates and on terms that are acceptable to them could lead to insolvencies of customers and suppliers, limit or prevent customers from being able to finance purchases of our products and services, and cause delays in the delivery of key products from suppliers.
(as discussed below), could have a material adverse effect on our business, results of operations and financial condition, including our ability to recruit and retain employees or deploy certain employees to the geographies where their skills are best utilized.
Our processes and controls for reporting of ESG matters may not always comply with evolving and disparate standards for identifying, measuring, and
Failure to design,
No assurance can be given as to what standard a court would apply to determine
Our business, financial condition, operating results and cash flows can be impacted by the factors set forth below, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results.
Our business may be further impacted by the COVID-19 pandemic.
Since 2020, COVID-19, including variants of the original virus, has continued to spread throughout the world, impacting various geographies at varying levels of severity, and resulting in travel restrictions and shutdowns, occupancy limits or other restrictions of non-essential businesses, including construction and hospitality venues, impacting to various extents our factory operations, new equipment installations and access to units under maintenance.
The ultimate impact of the COVID-19 pandemic on our business is uncertain at this time and will depend on future developments, including the severity of evolving variants, availability, efficacy and distribution of various vaccines and treatments for COVID-19, but further restrictions or the rollback of reopening measures due to higher infection rates may further disrupt our operations and the operations of our suppliers, distributors and customers.
COVID-19 has adversely affected and could further affect the ability of our customers to pay for our products and services and to obtain financing for significant purchases and operations, which has resulted in, and could further result in, a decrease and/or cancellation of orders for our products and services and/or payment delays or defaults.
Similarly, COVID-19 and the uncertain economic recovery from the virus have adversely affected and may further affect our supply base and increase the potential for one or more of our suppliers to experience production constraints, distribution challenges, financial distress or bankruptcy, which could impact our ability to fulfill orders on time or at anticipated cost.
Additionally, it is unclear what longer term effects the virus will have on the global economy, including the commercial building industry.
Any of these factors could have a material adverse effect on our business, results of operations, cash flows and financial condition.
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
Risks associated with the ongoing conflict between Russia and Ukraine
Any delays could
See Item 5 in this Form 10-K for more information regarding our share repurchase program.
For constraints on mergers and acquisition activity after the completion of the distribution, see “Risk Factors—Risks Related to the Separation” below.
If we are not successful in maintaining
Prior to the Separation, UTC, including Otis, was subject to a formal investigation by the SEC related to alleged violations of anti-corruption laws, which resulted in a Settlement Order in which our former parent UTC paid a civil penalty related to certain activities in our business in Russia, China and Kuwait, as well as activities in another UTC business.
of our services as well as our credibility and reputation, which could result in lost sales.
Due to the evolving nature of such risks, the impact of any potential incident cannot be predicted.
Any disruption to our business due to such issues, or an increase in our costs to cover these issues that is greater than what we have anticipated, could have an adverse effect on our competitive position, results of operations, cash flows or financial condition.
There can be no assurance that our systems will not fail or experience disruptions, and any significant failure or disruption of these systems could prevent us from making sales, ordering supplies, delivering products, providing functional products and otherwise conducting our business.
As a result of the Separation, certain members of management, directors and shareholders may own stock in RTX, Otis and Carrier, and as a result may face actual or potential conflicts of interest.
Management and directors of each of RTX, Otis and Carrier may own common stock in all three companies as a result of the Separation.
This ownership overlap could create, or appear to create, potential conflicts of interest when the management and directors of one company face decisions that could have different implications for themselves and the other two companies.
For example, potential conflicts of interest could arise in connection with the resolution of any dispute regarding the terms of the agreements governing the separation and Otis’ relationship with RTX and Carrier thereafter.
Even if the distribution of Common Stock pursuant to the Separation
An excerpt. Shown here: 40 of 44 rewritten, all 5 added and all 24 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2023 filing and the FY2022 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
205 rewritten, 104 added, 152 removed, 292 unchanged
Our New Equipment customers include real-estate and building developers and general contractors who develop and/or design buildings for residential, [added: infrastructure,] commercial, retail or mixed-use activity.
Modernization [removed: offerings] [added: services] can range from relatively simple upgrades of interior finishes and aesthetics to complex upgrades of larger components and sub-systems.
The ongoing conflict between Russia and Ukraine has resulted in worldwide geopolitical and macroeconomic uncertainty, including volatile commodity markets, foreign exchange fluctuations, supply chain disruptions, increased risk of [removed: cyber] [added: cyber-security] incidents, reputational risk, increased operating costs (including fuel and other input costs), environmental, health and safety risks related to securing and maintaining facilities, additional sanctions and other regulations (including restrictions on the transfer of funds to and from Russia).
To the extent possible, we continue to operate our business in Ukraine, which represented less than 1% of our [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] revenue and operating profit.
As previously disclosed, we [removed: stopped taking new equipment orders in Russia and making new investments in the country in March 2022, while reassessing] [added: sold] our [removed: operations] [added: business] in [removed: the country,] [added: Russia,] which represented approximately 1% and 2% of both our revenue and operating profit in 2022 and 2021, [removed: respectively.][added: respectively, to a third party on July 27, 2022.]
We recorded losses from the sale and conflict-related charges totaling $28 [removed: million (including the impairment loss of $18 million),] [added: million,] primarily in Other income (expense), net in the Consolidated Statements of Operations in 2022.
See [removed: Note 9, "Business] [added: "Note 8: Business] Acquisitions, Dispositions, Goodwill and Intangible Assets" [added: in Item 8 in this Form 10-K] for further details.
See [removed: Note 1, "Business] [added: "Note 1: Business] Overview" and [removed: Note 10, "Borrowings] [added: "Note 9: Borrowings] and Lines of Credit" [removed: to the Consolidated Financial Statements] in Item 8 in this Form 10-K for further details regarding this transaction and financing arrangements entered into in connection with the Tender Offer.
Impact of [removed: COVID-19] [added: Global Macroeconomic Developments] on Our Company
[removed: The COVID-19 pandemic has] [added: Global macroeconomic developments have] impacted, and [removed: continues] [added: continue] to impact, aspects of the Company's operations and overall financial performance.
[removed: COVID-19 related] [added: These macroeconomic] trends [removed: impacting our business, customers and suppliers have had, and] could continue to [removed: have, an] impact [removed: on] our business, including impacts to overall financial performance in [removed: 2023,] [added: 2024,] as a result of the following, among other things:
- Supplier [added: liquidity, as well as supplier] and raw material capacity constraints, delays and related costs;
- Customer demand impacting our [removed: new equipment, maintenance and repair,] [added: New Equipment] and [removed: modernization] [added: Service] businesses;
We currently do not expect any significant impact to our capital and financial resources from [removed: the COVID-19 pandemic,] [added: these macroeconomic developments,] including [added: to] our overall liquidity position based on our available cash and cash equivalents and our access to credit facilities and the capital markets.
See the "Liquidity and Financial Condition" section of this item of this Form 10-K for further detail and Item 1A in this Form 10-K for [removed: additional] [added: macroeconomic] risks related to [removed: COVID-19.][added: our business.]
For additional [removed: discussion,] [added: discussion of restructuring and transformation costs,] see "Note [removed: 5: Related Parties"] [added: 16: Restructuring and Transformation Costs"] in Item 8 in this Form 10-K.
See [added: "Note 1: Business Overview" in] Item [removed: 1A] [added: 8] in this Form 10-K for [added: further] discussion on [removed: risks] [added: costs] related to [added: the] Separation.
See [removed: Note 9, "Business] [added: "Note 8: Business] Acquisitions, Dispositions, Goodwill and [removed: Intangible Assets" to the Consolidated Financial Statements,] [added: Intangibles" in Item 8 of this Form 10-K] for further [removed: details.][added: details regarding the sale of our business in Russia.]
| (dollars in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Net sales | | | | | | $ | [removed: 13,685] [added: 14,209] | | | | | $ | [removed: 14,298] [added: 13,685] | | | | | $ | [removed: 12,756] [added: 14,298] | |
| Percentage change year-over-year | | | | | | [removed: (4.3)] [added: 3.8] | | % | | | | [removed: 12.1] [added: (4.3)] | | % | | | | [removed: (2.8)] [added: 12.1] | | % |
| | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |
| Organic volume | | | | | | [removed: 2.5] [added: 5.6] | | % | | | | [removed: 9.0] [added: 2.5] | | % |
| Foreign currency translation | | | | | | [removed: (5.9)] [added: (1.2)] | | % | | | | [removed: 3.0] [added: (5.9)] | | % |
| Acquisitions and divestitures, net | | | | | | [removed: (0.9)] [added: (0.6)] | | % | | | | [removed: 0.1] [added: (0.9)] | | % |
| Total % change | | | | | | [removed: (4.3)] [added: 3.8] | | % | | | | [removed: 12.1] [added: (4.3)] | | % |
| Cost of products and services sold | | | | | | $ | [removed: 9,765] [added: 10,016] | | | | | $ | [removed: 10,105] [added: 9,765] | | | | | $ | [removed: 8,977] [added: 10,105] | |
| Percentage change year-over-year | | | | | | [removed: (3.4)] [added: 2.6] | | % | | | | [removed: 12.6] [added: (3.4)] | | % | | | | [removed: (3.4)] [added: 12.6] | | % |
[removed: | | | | 2022 | | | | | | 2021 | | |][added: 2022 Compared with 2021]
| Organic volume | | | [removed: 3.7] [added: 4.8] | | % | | | | [removed: 9.1] [added: 3.7] | | % |
| Foreign currency translation | | | [removed: (6.1)] [added: (1.3)] | | % | | | | [removed: 3.3] [added: (6.1)] | | % |
| Acquisitions and divestitures, net [added: and Other] | | | [removed: (1.0)] [added: (0.9)] | | % | | | | [removed: 0.2] [added: (1.0)] | | % |
| Total % change | | | [removed: (3.4)] [added: 2.6] | | % | | | | [removed: 12.6] [added: (3.4)] | | % |
The organic increase in total cost of products and services sold in 2022 was [removed: driven] primarily [added: driven] by the organic sales increases noted above and inflationary [removed: pressures] [added: pressures,] including higher commodity prices of $107 million, primarily driven by steel, higher freight and fuel costs and annual wage increases, partially mitigated by productivity.
The organic increase in total cost of products and services sold in [removed: 2021] [added: 2023] was [removed: driven] primarily [added: driven] by the organic sales increases noted [removed: above.][added: above and inflationary pressures, including annual wage increases and higher Service-related material costs, partially offset by productivity and lower commodity prices, primarily steel.]
| Gross margin | | | | | | $ | [removed: 3,920] [added: 4,193] | | | | | $ | [removed: 4,193] [added: 3,920] | | | | | $ | [removed: 3,779] [added: 4,193] | |
| Gross margin percentage | | | | | | [removed: 28.6] [added: 29.5] | | % | | | | [removed: 29.3] [added: 28.6] | | % | | | | [removed: 29.6] [added: 29.3] | | % |
Gross margin [added: percentage] decreased 70 basis points in 2022 compared to 2021, due to the inflationary pressures described above, partially offset by favorable Service pricing, productivity and the benefit from Service sales growing faster than New Equipment sales.
| Research and development | | | | | | $ | [removed: 150] [added: 144] | | | | | $ | [removed: 159] [added: 150] | | | | | $ | [removed: 152] [added: 159] | |
| Percentage of Net sales | | | | | | [removed: 1.1] [added: 1.0] | | % | | | | 1.1 | | % | | | | [removed: 1.2] [added: 1.1] | | % |
Our New Equipment customers include real-estate and building developers and general contractors that develop and/or design buildings for residential, commercial, retail or mixed-use activity.
UpLift
Announced in July 2023, UpLift is a program with the goal of transforming our operating model.
UpLift will include the standardization of our processes and improvement of our supply chain procurement, among other aspects of the program, as well as restructuring actions.
We expect UpLift to generate approximately $150 million in annual savings by mid-year 2025, with restructuring and other incremental costs to complete the transformation ("UpLift transformation costs") over that period of approximately the same amount.
UpLift costs incurred are as follows:
| UpLift restructuring action costs | | | | | | $ | 25 | | | | | | | | | | | | | |
| UpLift transformation costs | | | | | | 16 | | | | | | | | | | | | | | |
| Total UpLift costs | | | | | | $ | 41 | | | | | | | | | | | | | |
UpLift restructuring action costs in 2023 were primarily severance costs, and are recorded in Selling, general and administrative in the Consolidated Statements of Operations.
For further details, refer to the discussion on restructuring costs in the "Results of Operations," as well as "Note 16: Restructuring and Transformation Costs" to the Consolidated Financial Statements in Item 8 in this Form 10-K.
UpLift transformation costs in 2023 were primarily consulting and incremental personnel costs, and are recorded in Other income (expense), net in the Consolidated Statements of Operations.
These macroeconomic developments include, among others, inflationary pressures, higher interest rates and tighter credit conditions.
Risks Associated with Ongoing Conflicts
Additionally, we do not have operations or material net sales in Israel or Gaza.
Although we transport products through the Red Sea, we currently do not expect the recent hostilities in that region to have a material impact on our business.
We cannot predict how the events described above will evolve.
If the events continue for a significant period of time or expand to other countries, and depending on the ultimate outcomes of these conflicts, which remain uncertain, they could heighten certain risks disclosed in Item 1A in this Form 10-K, including, but not limited to, adverse effects on macroeconomic conditions, including increased inflation, constraints on the availability of commodities, supply chain disruption and decreased business spending; cyber-incidents; disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; claims, litigation and regulatory enforcement; our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets, any of which could have a material adverse effect on our business, results of operations, cash flows and financial condition.
| | | | | | | 2023 | | | | | | 2022 | | |
The Organic volume increase of 5.6% for 2023 was driven by an increase in organic sales of 7.7% in Service and 2.6% in New Equipment.
The decrease in Net sales due to Acquisitions and divestitures, net is primarily the result of the sale of our Russia business in the third quarter of 2022.
| | | | 2023 | | | | | | 2022 | | |
The decrease in Total cost of products and services sold due to Acquisitions and divestitures, net and Other is primarily the result of the sale of our Russia business in the third quarter of 2022.
Gross margin percentage increased 90 basis points in 2023 compared to 2022, due to the benefit from favorable pricing, Service sales growing faster than New Equipment sales, lower commodity prices, and the benefits from productivity, partially offset by the inflationary pressures described above.
Selling, general and administrative expenses increased $121 million in 2023 compared to 2022, driven by annual wage increases, higher other employment-related costs, higher restructuring costs and higher credit loss reserves, partially offset by favorable foreign exchange impacts of $8 million.
| UpLift restructuring action costs | | | | | | $ | 25 | | | | | $ | — | | | | | $ | — | |
| Other restructuring action costs | | | | | | 42 | | | | | | 60 | | | | | | 56 | | |
UpLift restructuring action costs were $25 million in 2023, which are recorded in Selling, general and administrative in the Consolidated Statements of Operations.
We also incurred $16 million of UpLift transformation costs in 2023, primarily consulting and incremental personnel costs, which are recorded in Other income (expense), net in the Consolidated Statements of Operations.
Other restructuring action costs were $42 million in 2023 and included $38 million of costs related to 2023 actions and $4 million of costs related to 2022 actions.
| (dollars in millions) | | | | | | UpLift Actions | | | | | | Other Actions | | | | | | Total Restructuring | | |
The approved UpLift restructuring actions are expected to generate approximately $50 million in annual recurring savings by 2025, primarily in Selling, general and administrative expenses, and of which approximately $5 million was realized during the year ended December 31, 2023.
The change in Other income (expense), net of $5 million in 2023 compared to 2022 was primarily driven by UpLift transformation costs of $16 million and the absence of the settlement of certain legal matters in 2022, partially offset by the impact of foreign currency mark-to market adjustments and the absence of the loss on the sale of our Russia business and related charges when compared to 2022.
Interest expense (income), net increased $7 million for 2023, compared to 2022, primarily driven by higher interest expense related to the $750 million unsecured, unsubordinated debt issued in August 2023, partially offset by higher interest income.
The 2023 effective tax rate is lower than the 2022 effective tax rate primarily due to the absence of the tax impact related to the sale of our Russia business recorded in the year ended December 31, 2022, as well as the release of valuation allowances on non-U.S. losses and U.S. foreign tax credits, reduction in the deferred tax liability related to lower withholding tax on repatriation of certain foreign earnings, and reversal of tax reserves related to the U.S. foreign tax credit regulations, all recorded in the year ended December 31, 2023.
| (dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
| (dollars in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
The decrease in Net sales due to Acquisitions and divestitures, net and Other is primarily the result of the sale of our Russia business in the third quarter of 2022.
New Equipment operating profit was flat, including $(26) million of foreign exchange headwinds.
Higher volume, favorable price, improved productivity and commodity tailwinds were partially offset by regional and product mix headwinds and higher selling, general and administrative costs.
Modernization services enhance equipment operation and improve building functionality.
Sale of Russia business and risks associated with ongoing conflict between Russia and Ukraine
In June 2022, we entered into an agreement to sell our business in Russia to a third party, resulting in classification of the business' assets and liabilities as held for sale as of June 30, 2022 and recording an impairment loss of $18 million.
On July 27, 2022, we completed the sale of our business in Russia to the third party.
Consistent with our risk management process, the Otis Board of Directors and its Audit Committee received numerous updates on the ongoing conflict between Russia and Ukraine and have reviewed, and continue to review, with management the financial, operational, compliance, reputational and cyber risks associated therewith and related mitigation actions.
The Otis Board of Directors oversaw the process of selling our business in Russia, including reviewing the terms and conditions thereof, and the Audit Committee approved the sale.
The Otis Board of Directors continued to receive updates on the sale process until the completion of the sale.
See Item 1A in this Form 10-K for risks associated with ongoing conflict between Russia and Ukraine.
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
Separation from United Technologies Corporation
As previously disclosed, on April 3, 2020, Otis became an independent, publicly-traded company and its Common Stock is listed under the symbol "OTIS" on the New York Stock Exchange as a result of the separation (the "Separation") of each of Otis and Carrier Global Corporation ("Carrier") from United Technologies Corporation, subsequently renamed Raytheon Technologies Corporation ("UTC" or "RTX", as applicable).
Prior to the Separation on April 3, 2020, our historical financial statements were prepared on a standalone combined basis and were derived from the consolidated financial statements and accounting records of our former parent, UTC.
For the periods subsequent to April 3, 2020, our financial statements are presented on a consolidated basis as the Company became a standalone public company.
We entered into a transition services agreement (the "TSA") and tax matters agreement (the "TMA") with our former parent, UTC, and Carrier on April 2, 2020.
Under the TSA, we received services for information technology, technical and engineering support, application support for operations, general administrative services and other support services.
The TSA and the related trailing exit costs were substantially completed as of December 31, 2021.
The TMA governs the parties’ respective rights, responsibilities and obligations with respect to tax matters (including responsibility for taxes, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other tax matters).
As a result of our business in Russia being sold during 2022, the results of the operations in Russia are excluded from the organic volume changes for 2022 and 2021 and are reflected in Acquisitions and divestitures, net.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
The Organic volume increase of 9.0% for 2021 was driven by increases of 15.8% in New Equipment and 4.1% in Service.
Gross margin decreased 30 basis points in 2021 compared to 2020, as improvements in gross margin in both New Equipment and Service were more than offset by overall segment mix.
Selling, general and administrative expenses increased $24 million in 2021 compared to 2020, as higher employment and information technology costs, including incremental standalone public company costs, and the absence of cost containment actions taken during 2020 in response to COVID-19, as well as the impact of unfavorable foreign exchange of $38 million compared to 2020.
These increases were partially offset by lower non-recurring Separation-related costs and the absence of UTC allocations of $105 million.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
For additional discussion of restructuring, see Note 17, "Restructuring Costs" in the Consolidated Financial Statements.
The change in Other income (expense), net of $86 million in 2021 compared to 2020 was primarily driven by the absence of a fixed asset impairment of $(71) million and related licensing costs of $(14) million recognized during 2020.
The increase in Interest expense (income), net of $14 million in 2021 compared to 2020 was primarily driven by interest expense on the external debt associated with the Separation, which was not outstanding for the full year of 2020, as well as costs associated with the bridge financing and related guarantees and the interest expense related to the Tender Offer.
This was partially offset by lower interest expense as a result of the debt refinancing and debt repayments during 2021.
For additional discussion of debt refinancing and repayments, see the "Liquidity and Financial Condition" section below.
| | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
In addition, the 2020 effective tax rate is also higher due to foreign earnings subject to U.S. tax under the provisions of the TCJA.
The 2021 effective tax rate is lower than the 2020 effective tax rate primarily due to a $16 million tax benefit related to the repatriation of foreign earnings as a result of changes to planned debt repayments and in estimates related to Otis’ pre-Separation tax attributes and a decrease of $16 million in U.S. tax related to base erosion and anti-abuse tax in 2021.
In addition, the lower effective tax rate is due to the absence of the tax cost resulting from Separation-related expenses and fixed asset impairment in 2020, and the net impact of income tax settlements related to the Separation, as discussed in Note 5, "Related Parties".
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
An excerpt. Shown here: 40 of 205 rewritten, 40 of 104 added and 40 of 152 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 FY2023 filing and the FY2022 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
11 rewritten, 2 added, 2 removed, 33 unchanged
Refer to "Note 2: Summary of Significant Accounting Policies", "Note [removed: 10:] [added: 9:] Borrowings and Lines of Credit" and "Note [removed: 18:] [added: 17:] Financial Instruments" in Item 8 in this Form 10-K for additional discussion of foreign currency exchange, interest rates and financial instruments, including the average aggregate notional amount of our outstanding foreign currency and commodity price hedges during [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
We have a high volume of foreign currency exposures that result from our international [added: net] sales, purchases, investments and other international transactions.
International [added: net] sales were approximately [removed: $9.9] [added: $10.2] billion, [removed: $10.6] [added: $9.9] billion and [removed: $9.3] [added: $10.6] billion in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.
The aggregate notional amount of our outstanding foreign currency hedges was [removed: $3.7] [added: approximately $4.9] billion and [removed: $3.2] [added: $3.7] billion as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.
An unfavorable exchange rate movement of 10% to our portfolio of foreign currency contracts would have resulted in an increase in unrealized losses of [removed: $39] [added: $120] million and [removed: $8] [added: $39] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.
Such losses or gains would be offset by corresponding gains or losses in the remeasurement of the underlying transactions [added: or investments] being hedged.
We believe these foreign currency forward exchange contracts and the offsetting underlying [removed: commitments,] [added: commitments or investments,] when taken together, do not create material market risk.
As discussed in "Note [removed: 18:] [added: 17:] Financial Instruments" in Item 8 in this Form 10-K, as of December 31, [removed: 2022] [added: 2023] we have ¥21.5 billion [removed: ($163] [added: ($150] million) of Japanese Yen denominated long-term [removed: debt, which] [added: debt that] qualifies as a net investment hedge against our investments in Japanese [removed: businesses.][added: businesses, and foreign exchange forward contracts of €120 million ($132 million) and HK$2,262 million ($18 million) that qualify as net investment hedges against our investments in certain European and Asian businesses, respectively.]
As of December 31, [removed: 2022, the] [added: 2023, these] net investment [removed: hedge is] [added: hedges are] deemed to be effective.
This debt was issued by a subsidiary with Euro functional [removed: currency] [added: currency,] and the [added: original] proceeds [added: of €1.6 billion] were used to fund the Tender Offer for Zardoya Otis.
A 100 basis points increase in interest rates would have had an approximate $400 million [removed: and $600 million] reduction on the fair value of our fixed-rate debt as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.
As of December 31, 2023 we have €1.1 billion ($1.2 billion) of Euro denominated long-term debt.
Refer to "Note 9: Borrowings and Lines of Credit" in Item 8 in this Form 10-K for additional discussion of our borrowings.
As discussed in "Note 10: Borrowings and Lines of Credit" in Item 8 in this Form 10-K, as of December 31, 2022 we have €1.6 billion ($1.7 billion) of Euro denominated long-term debt.
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
Item 1. Business
75 rewritten, 28 added, 35 removed, 167 unchanged
Otis has global scale and local focus, with [removed: over] [added: more than] 1,400 branches and offices, and a direct physical presence in [removed: approximately 80] [added: more than 70] countries.
Otis is a Delaware corporation and was incorporated on March 1, 2019 in connection with the separation and distribution ("Separation") of each of Otis and Carrier Global Corporation ("Carrier") from United Technologies Corporation, subsequently renamed [removed: Raytheon Technologies] [added: RTX] Corporation ("UTC" or "RTX", as applicable) into separate independent [removed: publicly-traded] [added: publicly traded] companies.
Our Company is organized into two segments, New Equipment and Service, which, for the year ended December 31, [removed: 2022,] [added: 2023,] contributed [removed: 43%] [added: 41%] and [removed: 57%] [added: 59%] of our net sales, and [removed: 17%] [added: 15%] and [removed: 83%] [added: 85%] of our segment operating profit, respectively.
Our international operations represented approximately 72% of our net sales for the year ended December 31, [removed: 2022.][added: 2023.]
We have developed a range of elevator and escalator solutions to meet the varying needs and objectives of our diverse [removed: customers.][added: customers, primarily centered around the following platforms: *Gen2*, *Gen3*, *Gen360* and *SkyRise*.]
[removed: The Gen2 family of elevators has been] [added: Historically,] our principal low-and mid-rise elevator solution.
Since its launch in 2000, [removed: Otis has] [added: we have] sold over one million [removed: Gen2] units, making it our [removed: best selling] [added: best-selling] elevator platform.
[removed: These platforms enhance] [added: The successor to] the [added: Gen2 family of elevators, the Gen3 platform enhances the] space-saving, energy-efficient design of the Gen2 elevator with the connectivity of the Otis ONE IoT (internet of things) digital service platform, while offering additional safety features for passengers and our colleagues who maintain the elevator.
Otis ONE is [added: our latest cloud-based IoT technology,] designed to continuously monitor equipment health and performance in real time to provide proactive, predictive and transparent information to our technicians and customers.
The Gen360 elevator [removed: also] features a new [removed: native] electronic architecture, with many mechanical components replaced by electronic components [removed: that] [added: that,] in connection with our [removed: service] [added: service,] increase reliability, reduce the potential for entrapments and free hoistway space to accommodate larger cabins.
[removed: The] [added: For taller, high-rise buildings, the] SkyRise advanced [removed: high-rise] elevator platform combines cutting-edge technologies and precision engineering to deliver solutions for residential, commercial and [removed: mixed use] [added: mixed-use] skyscrapers.
Otis offers a range of technologies for improving the passenger [removed: experience.][added: experience and we have been using technology to monitor elevator performance remotely for decades.]
Our proprietary [removed: Compass 360] destination management system groups passengers by their desired destination and directs them to an assigned car that minimizes waiting and ride time.
[removed: Otis eView] [added: Our] in-car display streams live, customizable infotainment to passengers and can connect them to OTISLINE, Otis' 24-hour service call center, during an emergency.
[removed: The Otis eCall Plus] [added: Otis'] smartphone app enables passengers to summon their elevator remotely for a touchless experience.
Our New Equipment customers include [removed: real-estate] [added: real estate] and building developers and general contractors who develop and/or design buildings for residential, commercial, retail or mixed-use activity.
We have a maintenance portfolio of approximately [removed: 2.2] [added: 2.3] million units globally, which includes Otis equipment manufactured and sold by us, as well as equipment from other original equipment manufacturers.
Through our network of service sales personnel, we sell our services directly to customers in all significant elevator and escalator [removed: end-segments] [added: verticals] around the world.
As the largest service provider in the industry worldwide, we have a wide range of customers in our Service segment and do not have any single service contract [added: that is] material to Otis as a whole.
Contract duration depends on [removed: a number of] [added: several] factors, including customer needs, regulatory requirements and industry/geography dynamics.
Our Service sales personnel seek to win service contracts upon the expiration or termination of existing service contracts from customers by offering a superior value proposition through service excellence, an engaged and technically sophisticated group of field service technicians, a streamlined customer experience and [removed: strong] [added: reliable] elevator and escalator operating performance.
We provide our Service offerings to our customers through a global network of [removed: approximately 34,000] [added: 35,000] Service mechanics operating out of [removed: over] [added: more than] 1,400 branches and offices typically located in close proximity to concentrations of customers.
We [removed: also] offer [added: additional technology and] multimedia [removed: subscription] options [added: to customers] with [removed: additional] voice, data and video digital [removed: services to customers] [added: services,] leveraging our IoT [removed: technologies.][added: technologies, as described below.]
As of [removed: the end of 2022,] [added: December 31, 2023,] approximately [removed: 800,000] [added: 900,000] units of our global portfolio, including units under the warranty period, are connected.
In [removed: 2023,] [added: 2024,] we expect to continue to innovate and expand our digital ecosystem and suite of digital solutions for both our existing service portfolio customers and for new equipment shipments from our factories.
For the year ended December 31, [removed: 2022,] [added: 2023,] research and development ("R&D") expense was [removed: $150] [added: $144] million and [removed: 1.1%] [added: 1.0%] as a percentage of net sales.
In addition to R&D expense, we made investments in digital and strategic initiatives of [removed: approximately $55] [added: $57] million, which in combination with R&D expense was [removed: 1.5%] [added: 1.4%] as a percentage of net sales.
We have 11 R&D centers and 17 factories around the world, including major locations in China, India, [added: Japan,] France, [added: Germany,] Spain and the United States.
We have [removed: approximately] 1,200 engineers globally, with increasing focus on digital initiatives, software, design of the user interface and the user experience.
We currently own approximately [removed: 4,200 globally] [added: 5,000 patents] issued [removed: patents,] [added: in various jurisdictions,] and we have approximately [removed: 2,300] [added: 1,800] patent applications pending globally.
We filed approximately [removed: 1,300] [added: 1,000] patent applications in the last three years.
[removed: In addition to China, as discussed below, we also operate through] [added: Our largest] joint ventures [added: are located in China with the remainder of our joint ventures] and non-wholly owned subsidiaries [added: located] in [removed: certain] [added: various] other countries.
We believe our business strategies allow us to sustain New Equipment growth, accelerate Service portfolio growth, [added: deliver modernization value,] advance the digitalization of Otis, focus and empower the organization, support our ability to successfully compete across the New Equipment and Service segments, and [removed: will] help deliver sustainable earnings growth.
[removed: U.S.] [added: United States (the "U.S.")] laws, regulations, orders, and other measures concerning the export or re-export of products, software, services and technology to, and other trade-related activities involving, non-U.S. countries and parties affect the operations of Otis and its affiliates, as do those of other countries pertaining to similar matters.
For further discussion of risks related to environmental matters and other government regulations, see in this Form 10-K Item 1A, Item 7 and "Note 2: Summary of Significant Accounting Policies" and "Note [removed: 22:] [added: 21:] Contingent Liabilities" in Item 8 in this Form 10-K.
Our business and operating results are generally not subject to significant fluctuations as a result of seasonality, although we have experienced lower New Equipment [added: net] sales in Asia in the first calendar quarter, coinciding with Lunar New Year celebrations.
In addition, we have also experienced lower New Equipment [added: net] sales in the fourth quarter in China, due to a national holiday that occurs during the first week of October which may impact the relative mix of [added: net] sales within the quarter.
Although at times high prices for some important raw materials have caused margin and cost pressures for our business, [removed: including in connection with the impact of COVID-19-and the uncertain recovery,] we do not expect near-term unavailability or pricing of materials, components or supplies that would have a material adverse effect on our business.
See Item 1A in this Form 10-K for risks associated with raw material and supply [removed: chain, as well as COVID-19.][added: chain.]
See "Human Capital" below for additional information regarding certain ESG initiatives related to our colleagues, including health and safety, employee engagement and [removed: Diversity, Equity and Inclusion ("DE&I").][added: inclusion.]
*Gen2*
*Gen3*
In 2023, we introduced the new Gen3 Core elevator in North America, which was designed specifically for low-rise buildings, bringing passengers connectivity, style, and comfort.
The Gen3 Core helps minimize energy consumption, material usage and installation costs.
*Gen360*
Initially launched in Europe, we have expanded the Gen360 elevator platform into China in 2023.
*SkyRise*
We support our customers with our network of service parts centers and repair centers.
Launched in 2023 in the Americas, our GEN3 MOD Plus modernization offering for residential, commercial, hospitality, medical or industrial buildings includes built-in connectivity to our Otis ONE IoT digital platform.
These are often incorporated as an optional upgrade on maintenance contracts.
*eView*
*Compass 360*
*eCall Plus*
The Company may not be able to compete effectively on all of these fronts and with all of its competitors, and the failure to do so could have a material adverse effect on its sales and profit margins.
For further discussion of risks related to the competitive environment of our business, see Item 1A in this Form 10-K.
On November 9, 2023, we announced our commitment to setting near-term science-based greenhouse gas ("GHG") reduction targets, which we formally submitted to the Science Based Target Initiative ("SBTi") for evaluation.
Our submission includes proposed GHG emissions reduction targets for Scope 1, 2 and 3 emissions, against a 2021 baseline.
We also provide regular health and safety training to our field professionals.
We are focused on our colleagues' mental and physical well-being.
In 2023, we established the Otis Colleague Disaster Relief Fund, which provides financial assistance to eligible colleagues who have been affected by a disaster.
We offer a comprehensive suite of programs to build leadership and functional capabilities to drive our culture and equip our leaders for today and tomorrow.
Inclusion & Diversity
We have implemented various programs to support accelerating the development of our diverse talent, leadership and culture of inclusion.
As a signatory to the CEO Letter on Disability Inclusion with Disability:IN, an organization with the goal of creating an inclusive environment for people with disabilities, we are expanding our disability inclusion, neurodiversity and accessibility efforts.
In 2023, we launched a disability etiquette training program and established a global framework to simplify and unify the process by which our colleagues can request reasonable accommodations and workplace adjustments.
We also continued in 2023 to build on our inclusion efforts by expanding our self-ID campaign from 33 to 40 countries.
This campaign allows our colleagues to self-report their demographic data, if they choose to do so.
Corporate Information
Separation from United Technologies Corporation
In 2022, our New Equipment segment had sales of $5.9 billion and operating profit of $358 million.
In 2022, our New Equipment sales in China represented approximately one-third of our new equipment net sales and China represented over half of our global New Equipment unit volume.
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
In 2021, we introduced the successors to the Gen2 family of elevators: the Gen3 and Gen360 digital elevator platforms.
For taller, high-rise buildings, our most prominent product is the SkyRise elevator solution.
We previously rolled out new voice and gesturing technologies for summoning elevators to customers in China and North America, with other geographies to follow.
In 2022, our Service segment had net sales of $7.8 billion and operating profit of $1.8 billion.
Our network of service parts centers, repair centers, and obsolescence management capabilities are key enablers to supporting customers by keeping their elevators and escalators in good working condition.
Otis has been using technology to monitor elevator performance remotely for decades, culminating in our latest Otis ONE technology discussed under "New Equipment" above.
As discussed further below, we acquired the remaining interest in Zardoya Otis during 2022.
China
Otis Mobility (formerly Zardoya Otis)
We conduct our operations based in Spain through Otis Mobility S.A. ("Otis Mobility", formerly Zardoya Otis S.A. (“Zardoya Otis”)).
Otis Mobility manufactures, installs and services elevators and elevator equipment in Spain, and exports elevator equipment it manufactures for installation by certain of our subsidiaries outside of Spain.
In September 2021, the Company announced its tender offer (the "Tender Offer") to acquire all of the issued and outstanding shares of Zardoya Otis not owned by the Company.
Prior to completion of the Tender Offer, Zardoya Otis’ shares were listed on Spanish stock exchanges, and the company was subject to the supervision of the Spanish Securities Exchange Commission (Comisión Nacional del Mercado de Valores (the "CNMV")).
We owned a majority equity stake in Zardoya Otis, with Euro Syns S.A. owning a minority position and the remaining shares being held by public shareholders.
As a result of the Tender Offer, the Company acquired the remaining issued and outstanding shares of Zardoya Otis not owned by the Company in exchange for cash during April and May 2022.
As a result, the Company owns 100% of Zardoya Otis.
Zardoya Otis shares were automatically delisted on May 9, 2022 and has been renamed Otis Mobility.
See "Note 1: Business Overview" for further details regarding this transaction.
Additionally, the slowdown of economic activity due to coronavirus ("COVID-19") and subsequent unsettled recovery in certain regions, including their impact on employment, have created long lead times and product shortages for certain components and suppliers.
Our ESG goals and ESG report are available through the Investors section of our website (http://www.otis.com) under the heading "ESG".
For our colleagues to be effective, they need to be healthy.
Starting in 2020, with the added stress of the COVID-19 pandemic, we increased our efforts to improve our colleagues’ mental health by expanding employee assistance plan benefits and by bringing increased attention to the importance of mental health.
One of our flagship programs is “Otis University,” a global program that builds leadership and functional capabilities in sales, field, engineering, operations, and major projects.
Our “Employee Scholar
Commitment to Change
In addition, we believe that it is important for us to significantly increase the number of women we have in executive roles.
In 2020, we joined the Paradigm for Parity coalition, pledging our commitment to establish gender parity across our executive leadership by 2030.
Our progress towards attaining gender parity across our executive leadership is a performance multiplier in determining payouts under our executive short-term incentive plan.
In 2022, we implemented a gender identity policy and deployed a self-ID campaign, which allows employees to self-report their demographic data.
We also launched an initiative, We Are Many Voices, as part of global inclusion month in October 2022.
During that month, all colleagues were encouraged to celebrate and learn about the different dimensions of diversity, engage with each other, and grow stronger together.
An excerpt. Shown here: 40 of 75 rewritten, all 28 added and all 35 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2023 filing and the FY2022 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
For a discussion regarding material legal proceedings, see "Note [removed: 22,] [added: 21:] Contingent Liabilities" to the Consolidated Financial Statements within Item 8 of this Form 10-K.
Cover and table of contents
30 rewritten, 8 added, 3 removed, 109 unchanged
For the fiscal year ended December 31, [removed: 2022][added: 2023]
[removed: ][added: ]
The aggregate market value of the voting Common Stock held by non-affiliates [removed: at] [added: as of] June 30, [removed: 2022] [added: 2023] was [removed: approximately $29,680,794,287] [added: $36,614,205,287] based on the New York Stock Exchange closing price for such shares on that date.
At January [removed: 20, 2023,] [added: 19, 2024,] there were [removed: 414,869,461] [added: 405,454,626] shares of Common Stock outstanding.
Part III hereof incorporates by reference portions of the Otis Worldwide Corporation Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders (the [removed: "2023] [added: "2024] Proxy Statement").
The [removed: 2023] [added: 2024] Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
For the Year Ended December 31, [removed: 2022][added: 2023]
| [Item 1. [removed: Business](#ie58f6088f1054085949b920a1d0e6bb5_13)] [added: Business](#ibf87c6c676cc413dbf7d72c3b52269bd_13)] | | | [removed: [4](#ie58f6088f1054085949b920a1d0e6bb5_13)] [added: [1](#ibf87c6c676cc413dbf7d72c3b52269bd_13)] | | |
| [Cautionary Note Concerning Factors That May Affect Future [removed: Results](#ie58f6088f1054085949b920a1d0e6bb5_16)] [added: Results](#ibf87c6c676cc413dbf7d72c3b52269bd_43)] | | | [removed: [12](#ie58f6088f1054085949b920a1d0e6bb5_16)] [added: [9](#ibf87c6c676cc413dbf7d72c3b52269bd_43)] | | |
| [Item 1A. Risk [removed: Factors](#ie58f6088f1054085949b920a1d0e6bb5_19)] [added: Factors](#ibf87c6c676cc413dbf7d72c3b52269bd_46)] | | | [removed: [13](#ie58f6088f1054085949b920a1d0e6bb5_19)] [added: [10](#ibf87c6c676cc413dbf7d72c3b52269bd_46)] | | |
| [Item 1B. Unresolved Staff [removed: Comments](#ie58f6088f1054085949b920a1d0e6bb5_22)] [added: Comments](#ibf87c6c676cc413dbf7d72c3b52269bd_49)] | | | [removed: [25](#ie58f6088f1054085949b920a1d0e6bb5_22)] [added: [21](#ibf87c6c676cc413dbf7d72c3b52269bd_49)] | | |
| [Item 2. [removed: Properties](#ie58f6088f1054085949b920a1d0e6bb5_25)] [added: Properties](#ibf87c6c676cc413dbf7d72c3b52269bd_52)] | | | [removed: [25](#ie58f6088f1054085949b920a1d0e6bb5_25)] [added: [23](#ibf87c6c676cc413dbf7d72c3b52269bd_52)] | | |
| [Item 3. Legal [removed: Proceedings](#ie58f6088f1054085949b920a1d0e6bb5_28)] [added: Proceedings](#ibf87c6c676cc413dbf7d72c3b52269bd_55)] | | | [removed: [25](#ie58f6088f1054085949b920a1d0e6bb5_28)] [added: [23](#ibf87c6c676cc413dbf7d72c3b52269bd_55)] | | |
| [Item 4. Mine Safety [removed: Disclosures](#ie58f6088f1054085949b920a1d0e6bb5_31)] [added: Disclosures](#ibf87c6c676cc413dbf7d72c3b52269bd_58)] | | | [removed: [25](#ie58f6088f1054085949b920a1d0e6bb5_31)] [added: [23](#ibf87c6c676cc413dbf7d72c3b52269bd_58)] | | |
| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer of Purchases of Equity [removed: Securities](#ie58f6088f1054085949b920a1d0e6bb5_37)] [added: Securities](#ibf87c6c676cc413dbf7d72c3b52269bd_64)] | | | [removed: [26](#ie58f6088f1054085949b920a1d0e6bb5_37)] [added: [24](#ibf87c6c676cc413dbf7d72c3b52269bd_64)] | | |
| [Item 6. [removed: \[Reserved\]](#ie58f6088f1054085949b920a1d0e6bb5_46)] [added: \[Reserved\]](#ibf87c6c676cc413dbf7d72c3b52269bd_73)] | | | [removed: [28](#ie58f6088f1054085949b920a1d0e6bb5_46)] [added: [25](#ibf87c6c676cc413dbf7d72c3b52269bd_73)] | | |
| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie58f6088f1054085949b920a1d0e6bb5_49)] [added: Operations](#ibf87c6c676cc413dbf7d72c3b52269bd_76)] | | | [removed: [28](#ie58f6088f1054085949b920a1d0e6bb5_49)] [added: [26](#ibf87c6c676cc413dbf7d72c3b52269bd_76)] | | |
| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie58f6088f1054085949b920a1d0e6bb5_88)] [added: Risk](#ibf87c6c676cc413dbf7d72c3b52269bd_115)] | | | [removed: [49](#ie58f6088f1054085949b920a1d0e6bb5_88)] [added: [44](#ibf87c6c676cc413dbf7d72c3b52269bd_115)] | | |
| [Item 8. Financial Statements and Supplementary [removed: Data](#ie58f6088f1054085949b920a1d0e6bb5_91)] [added: Data](#ibf87c6c676cc413dbf7d72c3b52269bd_118)] | | | [removed: [51](#ie58f6088f1054085949b920a1d0e6bb5_91)] [added: [46](#ibf87c6c676cc413dbf7d72c3b52269bd_118)] | | |
| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie58f6088f1054085949b920a1d0e6bb5_2199023256390)] [added: Disclosure](#ibf87c6c676cc413dbf7d72c3b52269bd_241)] | | | [removed: [101](#ie58f6088f1054085949b920a1d0e6bb5_2199023256390)] [added: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_241)] | | |
| [Item 9A. Controls and [removed: Procedures](#ie58f6088f1054085949b920a1d0e6bb5_205)] [added: Procedures](#ibf87c6c676cc413dbf7d72c3b52269bd_244)] | | | [removed: [101](#ie58f6088f1054085949b920a1d0e6bb5_205)] [added: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_244)] | | |
| [Item 9B. Other [removed: Information](#ie58f6088f1054085949b920a1d0e6bb5_208)] [added: Information](#ibf87c6c676cc413dbf7d72c3b52269bd_247)] | | | [removed: [101](#ie58f6088f1054085949b920a1d0e6bb5_208)] [added: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_247)] | | |
| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie58f6088f1054085949b920a1d0e6bb5_211)] [added: Inspections](#ibf87c6c676cc413dbf7d72c3b52269bd_250)] | | | [removed: [101](#ie58f6088f1054085949b920a1d0e6bb5_211)] [added: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_250)] | | |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ie58f6088f1054085949b920a1d0e6bb5_217)] [added: Governance](#ibf87c6c676cc413dbf7d72c3b52269bd_256)] | | | [removed: [101](#ie58f6088f1054085949b920a1d0e6bb5_217)] [added: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_256)] | | |
| [Item 11. Executive [removed: Compensation](#ie58f6088f1054085949b920a1d0e6bb5_220)] [added: Compensation](#ibf87c6c676cc413dbf7d72c3b52269bd_259)] | | | [removed: [103](#ie58f6088f1054085949b920a1d0e6bb5_220)] [added: [95](#ibf87c6c676cc413dbf7d72c3b52269bd_259)] | | |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie58f6088f1054085949b920a1d0e6bb5_223)] [added: Matters](#ibf87c6c676cc413dbf7d72c3b52269bd_262)] | | | [removed: [103](#ie58f6088f1054085949b920a1d0e6bb5_223)] [added: [95](#ibf87c6c676cc413dbf7d72c3b52269bd_262)] | | |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ie58f6088f1054085949b920a1d0e6bb5_226)] [added: Independence](#ibf87c6c676cc413dbf7d72c3b52269bd_265)] | | | [removed: [103](#ie58f6088f1054085949b920a1d0e6bb5_226)] [added: [96](#ibf87c6c676cc413dbf7d72c3b52269bd_265)] | | |
| [Item 14. Principal Accounting Fees and [removed: Services](#ie58f6088f1054085949b920a1d0e6bb5_229)] [added: Services](#ibf87c6c676cc413dbf7d72c3b52269bd_268)] | | | [removed: [104](#ie58f6088f1054085949b920a1d0e6bb5_229)] [added: [96](#ibf87c6c676cc413dbf7d72c3b52269bd_268)] | | |
| [Item 15. Exhibits and Financial Statement [removed: Schedule](#ie58f6088f1054085949b920a1d0e6bb5_235)] [added: Schedule](#ibf87c6c676cc413dbf7d72c3b52269bd_274)] | | | [removed: [105](#ie58f6088f1054085949b920a1d0e6bb5_235)] [added: [97](#ibf87c6c676cc413dbf7d72c3b52269bd_274)] | | |
| [Item 16. Form 10-K [removed: Summary](#ie58f6088f1054085949b920a1d0e6bb5_238)] [added: Summary](#ibf87c6c676cc413dbf7d72c3b52269bd_277)] | | | [removed: [110](#ie58f6088f1054085949b920a1d0e6bb5_238)] [added: [101](#ibf87c6c676cc413dbf7d72c3b52269bd_277)] | | |
| | | | | | | | | |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
¨.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
¨.
| [Item 1C. Cybersecurity](#ibf87c6c676cc413dbf7d72c3b52269bd_549755814822) | | | [21](#ibf87c6c676cc413dbf7d72c3b52269bd_549755814822) | | |
| [SIGNATURES](#ibf87c6c676cc413dbf7d72c3b52269bd_280) | | | [102](#ibf87c6c676cc413dbf7d72c3b52269bd_280) | | |
| | | | | | |
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
| 0.000% Notes due 2023 | | | OTIS/23 | | | New York Stock Exchange | | |
| [SIGNATURES](#ie58f6088f1054085949b920a1d0e6bb5_241) | | | [111](#ie58f6088f1054085949b920a1d0e6bb5_241) | | |
Item 1C. Cybersecurity
0 rewritten, 37 added, 0 removed, 0 unchanged
New section this year
Cybersecurity Risk Management and Strategy
The security of our products, services and corporate network is a key priority for our business.
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats (as defined in Item 106(a) of Regulation S-K).
These risks include, among other things, operational risks, intellectual property theft, fraud, extortion, harm to employees, customers, business partners or the riding public, violation of privacy or security laws and other litigation and legal risk, and reputational risks.
Otis has taken a risk-based approach to cybersecurity, which considers the sensitivity and volume of the relevant data, the potential effects on third parties and individuals, the needs of our business, and the costs and / or practicality of remediation.
Based on this qualitative and quantitative assessment, we determine if identified cybersecurity risks are at an acceptable level, or should be mitigated or transferred.
We have implemented cybersecurity policies throughout our operations, including designing and incorporating cybersecurity, as appropriate, into our products and services while they are being developed.
Our enterprise risk management (“ERM”) process considers cybersecurity threat risks alongside other company risks as part of our overall risk assessment process.
Additionally, cybersecurity functional groups incorporate external research and intelligence gathering to keep the organization informed of new and evolving cyber risks.
We have implemented several cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage material risks from cybersecurity threats, and to protect against, detect and respond to cybersecurity incidents (as defined in Item 106(a) of Regulation S-K), including, among others, the following:
- established a global Security Operations Center to support visibility to cybersecurity incidents in real time;
- require all salaried Otis colleagues to complete an annual cybersecurity training program where specific threats and scenarios are highlighted based on our analysis of current risks to the organization;
- conduct regular phishing email simulations for employees and contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats;
- maintain a robust Cybersecurity Incident Response Plan, which provides a framework for handling cybersecurity incidents based on, among other factors, the potential severity of the incident and facilitates cross-functional coordination across Otis;
- periodically run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies;
- maintain cybersecurity insurance and regularly review our policy and levels of coverage based on current risks;
- monitor emerging data protection and cybersecurity laws, and implement changes to our processes, systems and offerings designed to comply, and through policy, practice and contract (as applicable) require employees, as well as third parties who provide services on our behalf, to treat customer information and data with care;
- conduct several cyber-specific internal audits per year; and
- engage consultants and other third parties in connection with our cybersecurity practices.
As part of the above processes, we conduct monthly third-party scanning of our network.
Otis also applies a risk-based approach to mitigate cybersecurity risks associated with our use of third-party service providers, including those in our supply chain that have access to our customer and employee data or our systems.
Third-party risks are included within our ERM process.
In addition, cybersecurity considerations affect the selection and oversight of our third-party service providers.
We perform due diligence on third parties that have access to our most critical systems, data or facilities that house such systems or data, and based on our risk assessment put in place contractual undertakings and oversight, to manage and reduce the risks associated with such third-party vendors.
Such contractual undertakings include requirements to comply with administrative, technical and physical safeguards to satisfy the requirements for certification under ISO 27001, to provide notification of cyber incidents involving our systems or data and an agreement to be subject to cybersecurity audits, which we conduct as appropriate.
While Otis has not experienced a material cybersecurity incident to date, please see Item 1A in this Form 10-K for more information regarding cybersecurity-related risks that could materially affect our business strategy, results of operations, or financial condition, under the headings “Information security, data privacy and identity protection may require significant resources and present certain risks to our business, reputation and financial condition”, “Our business and financial performance depend on continued substantial investment in information technology infrastructure, which may not yield anticipated benefits, and may be adversely affected by cyber-attacks on information technology infrastructure and products and other business disruptions” and “We depend on our intellectual property, and have access to certain intellectual property and information of our customers, suppliers and distributors; infringement or failure to protect our intellectual property could adversely affect our future growth and success”.
Cybersecurity Governance
Otis has established a three-level governance model for managing cybersecurity risks.
Cybersecurity risks are overseen by the Audit Committee of our Board of Directors (the "Board").
Our Chief Digital Officer (“CDO”) and Chief Information Security Officer (“CISO”) regularly brief the Audit Committee and other members of the Board on the Otis Cybersecurity Program and cyber-threat landscape, including twice in 2023.
Our Cybersecurity Program is directed by both our CDO and CISO and we have established a Cyber Governance Council and Steering Committee made up of senior management (including our CEO).
These committees are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
Members of our Board also received briefings on risks associated with generative artificial intelligence, data protection (including data privacy laws) and our IT infrastructure in 2023.
In 2022, in addition to periodic briefings on cybersecurity, the Audit Committee members participated in a simulated cybersecurity incident tabletop exercise and toured our Security Operations Center.
Several members of our Board hold a CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University, and in early 2023, two members of our Audit Committee attended a continuing education class related to cybersecurity through the National Association of Corporate Directors (“NACD”).
Our CDO and CISO collectively have over 20 years of prior work experience in various roles involving managing information security, developing cybersecurity strategy and implementing effective information and cybersecurity programs, as well as relevant degrees and certifications, including Certified Information Security Manager certification and NACD Cyber training.
All Otis colleagues engaged in cybersecurity are required to have a baseline certification (such as Security+, CISSP or CISM), as well as an operational cyber certification (for example, incident response or forensics analysis).
Item 2. Properties
7 rewritten, 0 added, 0 removed, 1 unchanged
We have a direct physical presence in [removed: approximately 80] [added: more than 70] countries with an overall property portfolio comprising approximately 15 million square feet of space.
We have approximately 2,300 facilities, of which approximately [removed: 46%, 41%] [added: 45%, 42%] and 13% of which are located in EMEA, Asia and the Americas, respectively.
We operate [removed: over] [added: more than] 1,400 branches and offices, 11 R&D centers and 17 manufacturing facilities globally.
Our principal manufacturing facilities are located across Brazil, China, Japan, France, India, Korea, Spain, and the United States, of which [removed: 10] [added: 14] are owned.
Our principal R&D centers are located in China, [removed: the United States,] India, [added: Japan,] France, Germany, [removed: Japan] [added: Spain] and [removed: Spain.][added: the United States.]
Our fixed assets as of December 31, [removed: 2022] [added: 2023] include manufacturing facilities and non-manufacturing facilities, such as warehouses, and a substantial quantity of machinery and equipment, most of which are general purpose machinery and equipment using special jigs, tools and fixtures and in many instances having automatic control features and special adaptations.
The facilities, warehouses, machinery and equipment in use as of December 31, [removed: 2022] [added: 2023] are substantially in good operating condition.
Item 4. Mine Safety Disclosures
0 rewritten, 0 added, 1 removed, 2 unchanged
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
12 rewritten, 6 added, 7 removed, 11 unchanged
There were approximately [removed: 21,100] [added: 19,900] registered shareholders as of January [removed: 20, 2023.][added: 19, 2024.]
The following table and graph illustrate the total return from April 3, 2020 (date of Separation) through December 31, [removed: 2022,] [added: 2023,] for (1) our Common Stock, (2) the Standard and Poor's (the "S&P") 500 Index, and (3) the S&P 500 Industrials Sector Index.
| | | | April 3, 2020 | | | [removed: | | | | | |] December 31, 2020 | | | [added: December 31, 2021] | | | December 31, [removed: 2021] [added: 2022] | | | December 31, [removed: 2022] [added: 2023] | | |
| Otis | | | $ | 100 | | [removed: | | | | | |] $ | 144 | | [added: $] | [added: 188] | | $ | [removed: 188] [added: 172] | | $ | [removed: 172] [added: 199] | |
| S&P 500 Index | | | 100 | | | [removed: | | | | | |] 153 | | | [added: 197] | | | [removed: 197] [added: 161] | | | [removed: 161] [added: 203] | | |
| S&P 500 Industrials Sector Index | | | 100 | | | [removed: | | | | | |] 160 | | | [added: 193] | | | [removed: 193] [added: 183] | | | [removed: 183] [added: 216] | | |
[removed: ][added: ]
The following table provides information about our purchases during the quarter ended December 31, [removed: 2022] [added: 2023] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.
| [removed: 2022] [added: 2023] | | | | | | Total Number of Shares Purchased (thousands) | | | | | | Average Price Paid per Share (1) | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Program (thousands) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (dollars in millions) | | |
(1) Average price paid per share includes [removed: costs] [added: any broker commissions] associated with the repurchases.
On December 1, 2022, our Board of Directors [removed: revoked any remaining share repurchase authority under the prior share repurchase program and] approved a [removed: new] share repurchase program for up to $2.0 billion of Common Stock.
As of December 31, [removed: 2022,] [added: 2023,] the maximum dollar value of shares that may yet be purchased under this current program was [removed: $2.0] [added: approximately $1.2] billion.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| October 1 — October 31 | | | | | | 602 | | | | | | $ | 76.48 | | | | | 602 | | | | | | $ | 1,379 | |
| November 1 — November 30 | | | | | | 1,809 | | | | | | 81.39 | | | | | | 1,809 | | | | | | $ | 1,232 | |
| December 1 — December 31 | | | | | | 367 | | | | | | 86.67 | | | | | | 367 | | | | | | $ | 1,200 | |
| Total | | | | | | 2,778 | | | | | | $ | 81.02 | | | | | 2,778 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
| October 1 — October 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 500 | |
| November 1 — November 30 | | | | | | 2,006 | | | | | | 74.79 | | | | | | 2,006 | | | | | | $ | 350 | |
| December 1 — December 31 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 2,000 | |
| Total | | | | | | 2,006 | | | | | | $ | 74.79 | | | | | 2,006 | | | | | | | | |
Item 8. Financial Statements and Supplementary Data
693 rewritten, 190 added, 207 removed, 749 unchanged
| [Management's Report on Internal Control Over Financial [removed: Reporting](#ie58f6088f1054085949b920a1d0e6bb5_97)] [added: Reporting](#ibf87c6c676cc413dbf7d72c3b52269bd_130)] | | | | | | [removed: [52](#ie58f6088f1054085949b920a1d0e6bb5_97)] [added: [47](#ibf87c6c676cc413dbf7d72c3b52269bd_130)] | | |
| [Report of Independent Registered Public Accounting [removed: Fir](#ie58f6088f1054085949b920a1d0e6bb5_100)[m](#ie58f6088f1054085949b920a1d0e6bb5_100)] [added: Firm](#ibf87c6c676cc413dbf7d72c3b52269bd_133)] (PCAOB ID 238) | | | | | | [removed: [53](#ie58f6088f1054085949b920a1d0e6bb5_100)] [added: [48](#ibf87c6c676cc413dbf7d72c3b52269bd_133)] | | |
| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#ie58f6088f1054085949b920a1d0e6bb5_103)[2](#ie58f6088f1054085949b920a1d0e6bb5_103)[, 202](#ie58f6088f1054085949b920a1d0e6bb5_103)[1](#ie58f6088f1054085949b920a1d0e6bb5_103) [and 2020](#ie58f6088f1054085949b920a1d0e6bb5_103)] [added: 202](#ibf87c6c676cc413dbf7d72c3b52269bd_136)[3](#ibf87c6c676cc413dbf7d72c3b52269bd_136)[, 202](#ibf87c6c676cc413dbf7d72c3b52269bd_136)[2](#ibf87c6c676cc413dbf7d72c3b52269bd_136) [and](#ibf87c6c676cc413dbf7d72c3b52269bd_136) [2021](#ibf87c6c676cc413dbf7d72c3b52269bd_136)] | | | | | | [removed: [55](#ie58f6088f1054085949b920a1d0e6bb5_103)] [added: [50](#ibf87c6c676cc413dbf7d72c3b52269bd_136)] | | |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#ie58f6088f1054085949b920a1d0e6bb5_106)[2](#ie58f6088f1054085949b920a1d0e6bb5_106)[, 202](#ie58f6088f1054085949b920a1d0e6bb5_106)[1](#ie58f6088f1054085949b920a1d0e6bb5_106)] [added: 202](#ibf87c6c676cc413dbf7d72c3b52269bd_139)[3](#ibf87c6c676cc413dbf7d72c3b52269bd_139)[, 202](#ibf87c6c676cc413dbf7d72c3b52269bd_139)[2](#ibf87c6c676cc413dbf7d72c3b52269bd_139)] [and [removed: 20](#ie58f6088f1054085949b920a1d0e6bb5_106)[20](#ie58f6088f1054085949b920a1d0e6bb5_106)] [added: 20](#ibf87c6c676cc413dbf7d72c3b52269bd_139)[21](#ibf87c6c676cc413dbf7d72c3b52269bd_139)] | | | | | | [removed: [56](#ie58f6088f1054085949b920a1d0e6bb5_106)] [added: [51](#ibf87c6c676cc413dbf7d72c3b52269bd_139)] | | |
| [Consolidated Balance Sheets as of December 31, [removed: 202](#ie58f6088f1054085949b920a1d0e6bb5_109)[2](#ie58f6088f1054085949b920a1d0e6bb5_109) [and 20](#ie58f6088f1054085949b920a1d0e6bb5_109)[21](#ie58f6088f1054085949b920a1d0e6bb5_109)] [added: 2023 and 2022](#ibf87c6c676cc413dbf7d72c3b52269bd_142)] | | | | | | [removed: [57](#ie58f6088f1054085949b920a1d0e6bb5_109)] [added: [52](#ibf87c6c676cc413dbf7d72c3b52269bd_142)] | | |
| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 202](#ie58f6088f1054085949b920a1d0e6bb5_112)[2](#ie58f6088f1054085949b920a1d0e6bb5_112)[, 202](#ie58f6088f1054085949b920a1d0e6bb5_112)[1](#ie58f6088f1054085949b920a1d0e6bb5_112)] [added: 202](#ibf87c6c676cc413dbf7d72c3b52269bd_145)[3](#ibf87c6c676cc413dbf7d72c3b52269bd_145)[, 202](#ibf87c6c676cc413dbf7d72c3b52269bd_145)[2](#ibf87c6c676cc413dbf7d72c3b52269bd_145)] [and [removed: 20](#ie58f6088f1054085949b920a1d0e6bb5_112)[20](#ie58f6088f1054085949b920a1d0e6bb5_112)] [added: 20](#ibf87c6c676cc413dbf7d72c3b52269bd_145)[21](#ibf87c6c676cc413dbf7d72c3b52269bd_145)] | | | | | | [removed: [58](#ie58f6088f1054085949b920a1d0e6bb5_112)] [added: [53](#ibf87c6c676cc413dbf7d72c3b52269bd_145)] | | |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#ie58f6088f1054085949b920a1d0e6bb5_118)[2](#ie58f6088f1054085949b920a1d0e6bb5_118)[, 202](#ie58f6088f1054085949b920a1d0e6bb5_118)[1](#ie58f6088f1054085949b920a1d0e6bb5_118)] [added: 202](#ibf87c6c676cc413dbf7d72c3b52269bd_148)[3](#ibf87c6c676cc413dbf7d72c3b52269bd_148)[, 202](#ibf87c6c676cc413dbf7d72c3b52269bd_148)[2](#ibf87c6c676cc413dbf7d72c3b52269bd_148)] [and [removed: 20](#ie58f6088f1054085949b920a1d0e6bb5_118)[20](#ie58f6088f1054085949b920a1d0e6bb5_118)] [added: 20](#ibf87c6c676cc413dbf7d72c3b52269bd_148)[21](#ibf87c6c676cc413dbf7d72c3b52269bd_148)] | | | | | | [removed: [59](#ie58f6088f1054085949b920a1d0e6bb5_118)] [added: [54](#ibf87c6c676cc413dbf7d72c3b52269bd_148)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ie58f6088f1054085949b920a1d0e6bb5_121)] [added: Statements](#ibf87c6c676cc413dbf7d72c3b52269bd_151)] | | | | | | [removed: [60](#ie58f6088f1054085949b920a1d0e6bb5_121)] [added: [55](#ibf87c6c676cc413dbf7d72c3b52269bd_151)] | | |
| [Financial Statement Schedule - Schedule II — Valuation and Qualifying Accounts for the years ended December 31, [removed: 202](#ie58f6088f1054085949b920a1d0e6bb5_199)[2](#ie58f6088f1054085949b920a1d0e6bb5_199)[, 202](#ie58f6088f1054085949b920a1d0e6bb5_199)[1](#ie58f6088f1054085949b920a1d0e6bb5_199) [and 20](#ie58f6088f1054085949b920a1d0e6bb5_199)[20](#ie58f6088f1054085949b920a1d0e6bb5_199)] [added: 2023, 2022 and 2021](#ibf87c6c676cc413dbf7d72c3b52269bd_238)] | | | | | | [removed: [100](#ie58f6088f1054085949b920a1d0e6bb5_199)] [added: [92](#ibf87c6c676cc413dbf7d72c3b52269bd_238)] | | |
Management has assessed the effectiveness of Otis' internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
Management concluded that based on its assessment, Otis' internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]
The effectiveness of Otis' internal control over financial reporting, as of December 31, [removed: 2022,] [added: 2023,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
| | | | [removed: Vice] [added: Senior Vice] President and Chief Accounting Officer | | |
We have audited the accompanying consolidated balance sheets of Otis Worldwide Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
*Revenue Recognition - Estimated Costs at Completion for New Equipment [added: and Modernization] Contracts*
As described in Notes 2 and [removed: 23] [added: 22] to the consolidated financial statements, the Company recognized [removed: $5.9] [added: $5.8] billion [added: and $1.5 billion] of revenue from new equipment [removed: contracts] [added: and modernization contracts, respectively,] for the year ended December 31, [removed: 2022.][added: 2023.]
For new equipment [added: and modernization] contracts, equipment and installation are typically procured in a single contract providing the customer with a complete installed elevator or escalator unit.
Management reviews cost estimates on significant new equipment [added: and modernization] contracts on a quarterly basis and, for others, no less frequently than annually or when circumstances change and warrant a modification to a previous estimate.
The principal considerations for our determination that performing procedures relating to revenue recognition - estimated costs at completion for new equipment [added: and modernization] contracts is a critical audit matter are the significant judgment by management to determine the estimated costs at contract completion, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to the estimated expected labor and indirect labor costs used in the development of estimated costs at contract completion.
| (dollars in millions, except per share amounts; shares in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Product sales | | | | | | $ | [removed: 5,864] [added: 5,812] | | | | | $ | [removed: 6,428] [added: 5,864] | | | | | $ | [removed: 5,371] [added: 6,428] | |
| Service sales | | | | | | [removed: 7,821] [added: 8,397] | | | | | | [removed: 7,870] [added: 7,821] | | | | | | [removed: 7,385] [added: 7,870] | | |
| | | | | | | [removed: 13,685] [added: 14,209] | | | | | | [removed: 14,298] [added: 13,685] | | | | | | [removed: 12,756] [added: 14,298] | | |
| Cost of products sold | | | | | | [removed: 4,949] [added: 4,843] | | | | | | [removed: 5,293] [added: 4,949] | | | | | | [removed: 4,439] [added: 5,293] | | |
| Cost of services sold | | | | | | [removed: 4,816] [added: 5,173] | | | | | | [removed: 4,812] [added: 4,816] | | | | | | [removed: 4,538] [added: 4,812] | | |
| Research and development | | | | | | [removed: 150] [added: 144] | | | | | | [removed: 159] [added: 150] | | | | | | [removed: 152] [added: 159] | | |
| Selling, general and administrative | | | | | | [removed: 1,763] [added: 1,884] | | | | | | [removed: 1,948] [added: 1,763] | | | | | | [removed: 1,924] [added: 1,948] | | |
| | | | | | | [removed: 11,678] [added: 12,044] | | | | | | [removed: 12,212] [added: 11,678] | | | | | | [removed: 11,053] [added: 12,212] | | |
| Other income (expense), net | | | | | | [removed: 26] [added: 21] | | | | | | [removed: 22] [added: 26] | | | | | | [removed: (64)] [added: 22] | | |
| Operating profit | | | | | | [removed: 2,033] [added: 2,186] | | | | | | [removed: 2,108] [added: 2,033] | | | | | | [removed: 1,639] [added: 2,108] | | |
| Non-service pension cost (benefit) | | | | | | [removed: 2] [added: 5] | | | | | | [removed: 11] [added: 2] | | | | | | [removed: 6] [added: 11] | | |
| Interest expense (income), net | | | | | | [removed: 143] [added: 150] | | | | | | [removed: 136] [added: 143] | | | | | | [removed: 122] [added: 136] | | |
| Net income before income taxes | | | | | | [removed: 1,888] [added: 2,031] | | | | | | [removed: 1,961] [added: 1,888] | | | | | | [removed: 1,511] [added: 1,961] | | |
| Income tax expense | | | | | | [removed: 519] [added: 533] | | | | | | [removed: 541] [added: 519] | | | | | | [removed: 455] [added: 541] | | |
| Net income | | | | | | [removed: 1,369] [added: 1,498] | | | | | | [removed: 1,420] [added: 1,369] | | | | | | [removed: 1,056] [added: 1,420] | | |
| Less: Noncontrolling interest in subsidiaries' earnings | | | | | | [removed: 116] [added: 92] | | | | | | [removed: 174] [added: 116] | | | | | | [removed: 150] [added: 174] | | |
| [removed: Net] [added: Net] income attributable to Otis Worldwide [removed: Corporation] [added: Corporation] | | | | | | $ | [removed: 1,253] [added: 1,406] | | | | | $ | [removed: 1,246] [added: 1,253] | | | | | $ | [removed: 906] [added: 1,246] | |
February 2, 2024
| Net income | | | | | | — | | | | | | — | | | | | | 1,406 | | | | | | — | | | | | | 1,406 | | | | | | 83 | | | | | | 1,489 | | | | | | 9 | | |
| Repurchase of Common Shares | | | | | | — | | | | | | (807) | | | | | | — | | | | | | — | | | | | | (807) | | | | | | — | | | | | | (807) | | | | | | — | | |
| Balance as of December 31, 2023 | | | | | | $ | 213 | | | | | $ | (2,382) | | | | | $ | (2,005) | | | | | $ | (750) | | | | | $ | (4,924) | | | | | $ | 69 | | | | | $ | (4,855) | | | | | $ | 135 | |
UpLift
During 2023, the Company announced UpLift to transform the Company's operating model.
UpLift will include, among other aspects, the standardization of processes and improvement of supply chain procurement, as well as restructuring actions.
See Note 16, "Restructuring and Transformation Costs" for information regarding UpLift restructuring actions and related costs incurred.
Separation from United Technologies Corporation
See Note 2, "Summary of Significant Accounting Policies" for additional information regarding the Separation and related costs.
We also assessed certain accounting matters as they relate to the ongoing conflict between Russia and Ukraine and the war between Israel and Hamas, including, but not limited to, our allowance for credit losses, the carrying value of long-lived assets, revenue recognition and the classification of assets.
There was not a material impact to our Consolidated Financial Statements resulting from our assessment of these matters.
We continue to assess the impact on our results of operations, financial position and overall performance as the situations develop and any broader implications they may have on the global economy.
Supplier Finance Programs.
On January 1, 2023, we adopted ASU No. 2022-04, *Liabilities - Supplier Finance Programs (Topic 450-50): Disclosure of Supplier Finance Program Obligations* that requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period.
Certain Otis subsidiaries participate in supplier finance programs, under which we agree to pay third-party financial institutions the stated amounts of confirmed invoices from suppliers on the original due date of the invoices, while the participating suppliers generally have the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions.
Our obligations to suppliers, including the amounts due and scheduled payment dates, are not impacted by the suppliers' decisions to sell their receivables to the financial institutions, or otherwise pledge their receivables as collateral, under these arrangements.
The Company is not a party to the arrangements between the suppliers and the financial institutions, and the Company's payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices.
Based on the applicable supplier agreements, the payment terms of these supplier invoices can range between 30 and 120 days from the invoice date.
The outstanding obligations confirmed by the Company as valid to the financial institutions under our supplier finance programs were $627 million and $564 million as of December 31, 2023 and 2022, respectively.
These obligations are included in Accounts payable in the Consolidated Balance Sheets, and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flows.
The Company or the financial institutions may terminate the agreements with advanced notice.
Otis has pledged no assets in connection with its supplier finance programs.
See Note 16, "Restructuring and Transformation Costs" for additional details on UpLift transformation costs.
There were no transaction costs recorded in Additional paid-in capital in 2023.
Non-recurring Separation costs in 2023 and 2022 were insignificant.
Accounting Pronouncements.
The adoption of this ASU did not have a material impact on our Consolidated Financial Statements, as disclosed in Note 2, "Summary of Significant Accounting Policies" under the heading "Supplier Finance Programs".
In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Ventures Formations (Subtopic 805-60): *Recognition and initial measurement* ("ASU 2023-05"), which requires that joint ventures, upon formation, apply a new basis of accounting by initially measuring assets and liabilities at fair value.
The amendments in ASU 2023-05 are effective for joint ventures that are formed on or after January 1, 2025.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): *Improvements to Reportable Segment Disclosures*.
The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023.
Early adoption is permitted.
The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
This update also includes certain other amendments to improve the effectiveness of income tax disclosures.
The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024.
Early adoption is permitted.
We are currently evaluating the impact of this standard; however, we do not expect it to have a material impact on our Consolidated Financial Statements.
Other new accounting pronouncements issued but not effective until after December 31, 2023 did not and are not expected to have a material impact on our financial position, results of operations or liquidity.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
February 3, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of December 31, 2019 | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,430 | | | | | $ | (758) | | | | | 1,672 | | | | | | $ | 456 | | | | | $ | 2,128 | | | | | $ | 198 | |
| Adoption of credit loss standard, net of tax (Note 2) | | | | | | — | | | | | | — | | | | | | — | | | | | | (25) | | | | | | — | | | | | | (25) | | | | | | — | | | | | | (25) | | | | | | — | | |
| Net transfers to UTC and Separation-related transactions | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,150) | | | | | | — | | | | | | (6,150) | | | | | | — | | | | | | (6,150) | | | | | | — | | |
| Issuance of Common Stock and reclassification of deficit | | | | | | 4 | | | | | | — | | | | | | (3,584) | | | | | | 3,580 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Net income | | | | | | — | | | | | | — | | | | | | 741 | | | | | | 165 | | | | | | — | | | | | | 906 | | | | | | 138 | | | | | | 1,044 | | | | | | 12 | | |
| Loss on fixed asset impairment | | | | | | — | | | | | | — | | | | | | 71 | | |
| Net transfers to UTC | | | | | | — | | | | | | — | | | | | | (6,330) | | |
| Less: Restricted cash | | | | | | 6 | | | | | | 1,912 | | | | | | 19 | | |
On November 26, 2018, United Technologies Corporation, subsequently renamed to Raytheon Technologies Corporation on April 3, 2020 ("UTC" or "RTX", as applicable), announced its intention to spin-off its Otis reportable segment and its Carrier reportable segment into two separate publicly-traded companies (the "Separation").
Principles of Consolidation and Basis of Presentation. Prior to the Separation on April 3, 2020, our historical financial statements were prepared on a standalone combined basis and were derived from the consolidated financial statements and accounting records of our former parent, UTC.
For the period subsequent to April 3, 2020, our financial statements are presented on a consolidated basis as the Company became a standalone public company (collectively, the financial statements for all periods presented, including the historical results of the Company prior to April 3, 2020, are now referred to as "Consolidated Financial Statements" to reflect this change).
They have been prepared in accordance with the instructions to Form 10-K.
Prior to the Separation on April 3, 2020, the Consolidated Statements of Operations included all revenues and costs directly attributable to Otis, including costs for facilities, functions and services used by Otis.
Costs for certain functions and services performed by centralized UTC organizations were directly charged to Otis based on specific identification when possible or based on a reasonable allocation driver such as net sales, headcount, usage or other allocation methods.
All charges and allocations for facilities, functions and services performed by UTC organizations have been deemed settled in cash by Otis to UTC in the period in which the cost was recorded on the Consolidated Statements of Operations.
Current and deferred income taxes were determined based on the standalone results of Otis.
However, because the Company was included in our former parent UTC’s tax group in certain jurisdictions, the Company's actual tax balances may differ from those reported.
The Company's portion of its domestic income taxes and certain income taxes for jurisdictions outside the U.S. are deemed to have been settled in the period the related tax expense was recorded prior to the Separation.
Restricted cash as of December 31, 2022 and 2021 was approximately $6 million and $1.9 billion, respectively, including cash held in escrow to fund the Tender Offer as of December 31, 2021.
Income taxes as presented in the Consolidated Financial Statements of the Company for periods prior to the Separation attribute current and deferred income taxes of our former parent, UTC, to the Company's stand-alone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by FASB ASC Topic 740: *Income Taxes* (“ASC 740”).
Accordingly, the Company's income tax provision for periods prior to the Separation was prepared following the separate return method.
The separate return method applies ASC 740 to the stand-alone financial statements of each member of the consolidated group as if the group members were a separate taxpayer and a stand-alone enterprise.
The calculation of our income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations.
As a result, actual transactions included in the consolidated financial statements of UTC may not be included in the Consolidated Financial Statements of the Company.
Similarly, the tax treatment of certain items reflected in the Consolidated Financial Statements of the Company may not be reflected in the consolidated financial statements and tax returns of UTC.
Therefore, such items as net operating losses, credit carry-forwards and valuation allowances may exist in the stand-alone financial statements that may or may not exist in UTC’s consolidated financial statements.
As such, the income taxes of the Company as presented in the Consolidated Financial Statements prior to the Separation may not be indicative of the income taxes that the Company will report in the future.
the credit risk of those counterparties.
Pension and postretirement obligation balances and related costs reflected within the Consolidated Financial Statements include both costs directly attributable to
plans dedicated to Otis, as well as an allocation of costs for Otis employees’ participation in our former parent, UTC’s plans prior to Separation.
UTC Net Investment. For periods prior to the Separation, UTC’s Net Investment in the Company was presented as “UTC Net Investment (Deficit)” on the Consolidated Balance Sheets.
An excerpt. Shown here: 40 of 693 rewritten, 40 of 190 added and 40 of 207 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2023 filing and the FY2022 filing.
Item 9A. Controls and Procedures
4 rewritten, 0 added, 1 removed, 5 unchanged
As required by Rule 13a-15(e) under the Exchange Act, we carried out an evaluation under the supervision and with the participation of our management, including the President and Chief Executive Officer ("CEO"), the Executive Vice President and Chief Financial Officer ("CFO") and the Vice President and Chief Accounting Officer ("CAO"), of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2022.][added: 2023.]
Based upon our evaluation, our CEO, our CFO and our CAO have concluded that, as of December 31, [removed: 2022,] [added: 2023,] our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO, our CFO and our CAO, as appropriate, to allow timely decisions regarding required disclosure.
The information required by Item 9A relating to Management's Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm is found in Item [removed: 8.][added: 8 Financial Statements and Supplementary Data of this Form 10-K and incorporated herein by reference.]
There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2022,] [added: 2023,] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Financial Statements and Supplementary Data of this Form 10-K and incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance
10 rewritten, 4 added, 3 removed, 10 unchanged
The information required by Item 10 with respect to directors, the Audit Committee of the Board of Directors and audit committee financial experts is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders titled "Corporate governance" (under the subheadings "Proposal 1: Election of directors", "Our Board leadership structure", "Board committees" and "Our board nominees").
| Name | | | | | | Position | | | | | | Other Business Experience Since [removed: 1/1/2018] [added: 1/1/2019] | | | | | | Age as of [removed: 2/3/2023] [added: 2/2/2024] | | |
| Anurag Maheshwari | | | | | | Executive Vice President and Chief Financial Officer (since August 2022) | | | | | | Vice President, Finance, IT and Chief Transformation Officer, Otis Asia Pacific; Vice President, Investor Relations, L3 Harris Technologies and Harris Corporation | | | | | | [removed: 49] [added: 50] | | |
| Nora E. LaFreniere | | | | | | Executive Vice President and General Counsel (since July 2021) | | | | | | Executive Vice President, Chief General Counsel and Corporate Secretary, Vice President, General Counsel, Otis | | | | | | [removed: 51] [added: 52] | | |
| Abbe Luersman | | | | | | Executive Vice President and Chief People Officer (since July 2021) | | | | | | Chief Human Resource Officer, Ahold Delhaize | | | | | | [removed: 55] [added: 56] | | |
| Judith F. Marks | | | | | | Chair, President and Chief Executive Officer (since February 2022) | | | | | | President and Chief Executive [removed: Officer; President, Otis; Chief Executive] Officer, [removed: Siemens USA and Dresser-Rand (a Siemens company); Executive Vice President, New Equipment Solutions, Dresser-Rand] [added: Otis] | | | | | | [removed: 59] [added: 60] | | |
| Stephane de Montlivault | | | | | | President, Otis Asia Pacific (since April 2020) | | | | | | President, Otis Asia [removed: Pacific; President, Otis Northeast Asia, Otis President, Northeast Asia and President of Nippon Otis Elevator Company] [added: Pacific] | | | | | | [removed: 63] [added: 64] | | |
| Michael P. Ryan | | | | | | [added: Senior] Vice President and Chief Accounting Officer (since April 2020) | | | | | | Vice President and Assistant Controller, [removed: UTC; and Executive Director, Corporate Accounting and Controls,] UTC | | | | | | [removed: 53] [added: 54] | | |
| Peiming Zheng (Perry) | | | | | | [added: Executive Vice] President, [removed: Otis China and] Chief [added: Product, Delivery and] Customer [removed: Product] Officer (since [removed: December 2021)] [added: March 2023)] | | | | | | [removed: President, Otis China;] [added: Chief Customer Product Officer, Otis;] President, [removed: Business & Industrial Systems China,] Otis [added: China] | | | | | | [removed: 55] [added: 56] | | |
Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders titled "Other important information" under the subheading "Delinquent section 16(a) reports." We have adopted a code of ethics, the Otis Absolutes, that applies to all our directors, officers, employees and representatives.
| Tracy A. Embree | | | | | | President, Otis Americas (since October 2023) | | | | | | Vice President and President - Distribution, Cummins, Inc.; Vice President and President - Components, Cummins, Inc. | | | | | | 50 | | |
| Neil Green | | | | | | Executive Vice President and Chief Digital Officer (since April 2020) | | | | | | Vice President, Transformation and Chief Digital Officer, Otis | | | | | | 53 | | |
| Sally A. Loh | | | | | | President, Otis China (since March 2023) | | | | | | Chief Operating Officer and Chief Financial Officer, Otis China; Chief Financial Officer, Otis China | | | | | | 50 | | |
| Enrique Miñarro Viseras | | | | | | President, Otis EMEA (since October 2023) | | | | | | Senior Vice President and General Manager ("GM"), Global Precision & Science Technologies, Ingersoll Rand; Senior Vice President and GM, Global Pressure & Vacuum Solutions, Europe, Middle East, India and Africa ("EMEIA"), Ingersoll Rand; Vice President and GM, EMEIA, Gardner Denver Holdings, Inc. | | | | | | 46 | | |
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
| Bernardo Calleja Fernandez | | | | | | President, Otis EMEA (since November 2020) | | | | | | President of Otis South Europe & Africa, Otis; President, Otis South Europe & Turkey, Otis | | | | | | 60 | | |
| James F. Cramer | | | | | | President, Otis Americas (since June 2020) | | | | | | Regional Vice President, U.S. Western Region, Otis | | | | | | 58 | | |
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders titled "Executive compensation", "Compensation of directors" and "Report of the compensation committee".
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
5 rewritten, 1 added, 1 removed, 9 unchanged
The information relating to security ownership of certain beneficial owners and management is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders titled "Other important information" under the subheading "Stock ownership" (“Beneficial stock ownership of directors and executive officers" and "Certain beneficial owners”).
The following table provides information as of December 31, [removed: 2022] [added: 2023] concerning Common Stock issuable under Otis’ equity compensation plans.
(1) Consists of the following issuable shares of Common Stock awarded under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan ("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: 583,286] [added: 866,801] 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 and restricted stock units under the Otis Worldwide Corporation Board of Directors Stock Unit Plan.
For purposes of determining the total number of shares to be issued in respect of outstanding SARs, we have used the New York Stock Exchange ("NYSE") closing price for a share of Common Stock on December [removed: 30, 2022] [added: 29, 2023] of [removed: $78.31.][added: $89.47.]
(2) Represents the maximum number of shares of Common Stock available to be awarded under the LTIP as of December 31, [removed: 2022.][added: 2023.]
| Equity compensation plans approved by shareholders | | | | | | 3,951,939 | | | | | | (1) | | | $67.44 | | | | | | | | | | | | 22,405,339 | | | | | | (2) | | |
| Equity compensation plans approved by shareholders | | | | | | 3,983,814 | | | | | | (1) | | | $65.05 | | | | | | | | | | | | 24,111,597 | | | | | | (2) | | |
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 1 removed, 0 unchanged
The information required by Item 13 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders titled "Corporate governance" under the subheading "Our board nominees" (including under the subheading "Director independence") and "Other important information" (under the subheading "Transactions with related persons").
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 1 removed, 1 unchanged
The information required by Item 14 is incorporated by reference to the section of our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders titled "Proposal 3: Appoint an independent auditor for [removed: 2023",] [added: 2024",] including the information provided in that section with regard to "Audit Fees", "Audit-Related Fees", "Tax Fees" and "All Other Fees".
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
Item 15. Exhibits and Financial Statement Schedules
27 rewritten, 7 added, 11 removed, 193 unchanged
| [removed: 4.6] [added: 10.26] | | | | | | [removed: [Description] [added: [Summary] of [removed: Securities,] [added: Compensation and Benefits for Non-Employee Directors,] incorporated by reference to Exhibit [removed: 4.6 of] [added: 10.27 to] Otis' Annual Report on Form 10-K for the year ended December 31, 2021 (Commission file number 001-39221) filed with the SEC on February 4, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000007/exhibit462021-12x3110xk.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000007/exhibit10272021-12x3110xk.htm)] | | |
| 10.10 | | | | | | [Otis Worldwide Corporation Board of Directors Deferred Stock Unit [removed: Plan,] [added: Plan (Amended and Restated effective as of February 4, 2021),] incorporated by reference to Exhibit [removed: 10.10 of Otis’ Current] [added: 10.4 to Otis' Quarterly] Report on Form [removed: 8-K] [added: 10-Q for the quarter ended June 30, 2021] (Commission file number 001-39221) filed with the SEC on [removed: April 3, 2020;](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-10.htm)] [added: July 28, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000051/exhibit1042021-06x3010xq.htm)] | | |
| [added: 10.30] | | | | | | [removed: [Otis Worldwide Corporation Board] [added: [Schedule] of [removed: Directors Deferred] [added: Terms for Restricted] Stock Unit [removed: Plan (Amended and Restated effective as of February 4, 2021),] [added: Awards (February 5, 2021) granted under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan,] incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to Otis' Quarterly Report on Form 10-Q for the quarter ended [removed: June 30,] [added: March 31,] 2021 (Commission file number 001-39221) filed with the SEC on [removed: July] [added: April] 28, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000051/exhibit1042021-06x3010xq.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1052021-03x3110xq.htm)] | | |
| [removed: 10.23] [added: 10.24] | | | | | | [removed: [Offer Letter] [added: [Letter of Appointment/Employment] with [removed: Rahul Ghai,] [added: Stephane de Montlivault,] dated [removed: June 27,] [added: December 18,] 2019, incorporated by reference to Exhibit [removed: 10.24] [added: 10.26] to Otis’ Registration Statement on Form 10 (Commission file number 001-39221) filed with the SEC on February 7, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-24.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-26.htm)] | | |
| [removed: 10.24] [added: 10.23] | | | | | | [Letter of Assignment with Stephane de Montlivault, dated December 18, 2019, incorporated by reference to Exhibit 10.25 to Otis’ Registration Statement on Form 10 (Commission file number 001-39221) filed with the SEC on February 7, 2020;](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-25.htm) | | |
| 10.25 | | | | | | [Letter [removed: of Appointment/Employment] [added: Agreement] with [removed: Stephane de Montlivault,] [added: Judith F. Marks regarding LTIP award amendment,] dated [removed: December 18, 2019,] [added: February 3, 2020,] incorporated by reference to Exhibit [removed: 10.26] [added: 10.29] to Otis’ Registration Statement on Form 10 (Commission file number 001-39221) filed with the SEC on February 7, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-26.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-29.htm)] | | |
| [removed: 10.26] [added: 10.27] | | | | | | [removed: [Letter Agreement with Judith F. Marks regarding LTIP award amendment, dated February 3, 2020,] [added: [Otis Worldwide Corporation Executive Leadership Group Severance Plan,] incorporated by reference to Exhibit [removed: 10.29 to] [added: 10.1 of] Otis’ [removed: Registration Statement] [added: Current Report] on Form [removed: 10] [added: 8-K] (Commission file number 001-39221) filed with the SEC on [removed: February 7, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-29.htm)] [added: September 18, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120020899/brhc10015261_ex10-1.htm)] | | |
| [removed: 10.27] [added: 10.28] | | | | | | [removed: [Summary] [added: [Letter] of [removed: Compensation and Benefits] [added: Assignment] for [removed: Non-Employee Directors,] [added: Peiming (Perry) Zheng, effective January 1, 2021,] incorporated by reference to Exhibit [removed: 10.27 to] [added: 10.33 of] Otis' Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2020] (Commission file number 001-39221) filed with the SEC on February [removed: 4, 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000007/exhibit10272021-12x3110xk.htm)] [added: 5, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000023/exhibit10332020-12x3110xk.htm)] | | |
| [removed: 10.28] [added: 10.35] | | | | | | [removed: [Otis] [added: [Offer Letter, dated as of June 23, 2022, by and between Anurag Maheshwari and Otis] Worldwide [removed: Corporation Executive Leadership Group Severance Plan,] [added: Corporation,] incorporated by reference to Exhibit 10.1 of Otis’ Current Report on Form 8-K (Commission [removed: file number] [added: File No.] 001-39221) filed with the [removed: SEC] [added: Commission] on [removed: September 18, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120020899/brhc10015261_ex10-1.htm)] [added: June 27, 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000114036122024055/brhc10039083_ex10-1.htm)] | | |
| [removed: 10.29] | | | | | | [removed: [Letter] [added: [Extension] of [added: Letter of] Assignment for Peiming (Perry) Zheng, effective January 1, [removed: 2021,] [added: 2023,] incorporated by reference to Exhibit [removed: 10.33 of] [added: 10.29 to] Otis' Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2022] (Commission file number 001-39221) filed with the SEC on February [removed: 5, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000023/exhibit10332020-12x3110xk.htm)] [added: 3, 2023.](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit10292022-12x3110xk.htm)] | | |
| | | | | | | [Extension of Letter of Assignment for [removed: Peiming (Perry) Zheng,] [added: Stephane de Montlivault,] effective [removed: January] [added: October] 1, [removed: 2023.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit10292022-12x3110xk.htm)] [added: 2023.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit10232023-12x3110xk.htm)] | | |
| [added: 10.38] | | | | | | [Employment Contract (Foreign National or Hong Kong, Macao or Taiwan Resident) for [removed: Peiming (Perry) Zheng,] [added: Sally Loh,] effective January 1, [removed: 2023.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit10302022-12x3110xk.htm)] [added: 2024.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit10382023-12x3110xk.htm)] | | |
| [removed: 10.31] [added: 10.29] | | | | | | [Revolving Credit Agreement, dated [removed: February] [added: as of March] 10, [removed: 2020,] [added: 2023, by and] among Otis Worldwide Corporation, [removed: the] [added: as borrower, Otis Intercompany Lending Designated Activity Company, as] subsidiary [removed: borrowers] [added: borrower, each other subsidiary borrower] party thereto, the [removed: lenders and other parties] [added: financial institutions from time to time] party thereto and JPMorgan Chase Bank, N.A., [added: as administrative agent,] incorporated by reference to Exhibit [removed: 10.30 to Otis’ Amendment No. 1 to Registration Statement] [added: 10.01 of Otis' Current Report] on Form [removed: 10] [added: 8-K] (Commission [removed: file number] [added: File No.] 001-39221) filed with the SEC on March [removed: 11, 2020;](https://www.sec.gov/Archives/edgar/data/1781335/000114036120005505/nt10003666x13_ex10-30.htm)] [added: 20, 2023.](https://www.sec.gov/Archives/edgar/data/1781335/000114036123011191/brhc10049467_ex10-01.htm)] | | |
| [added: 10.34] | | | | | | [removed: [First Amendment dated as of September 4, 2020, to Revolving Credit Agreement, dated February 10, 2020, among] [added: [Offer Letter between] Otis Worldwide [removed: Corporation, the subsidiary borrowers party thereto, the lenders and other parties party thereto] [added: Corporation] and [removed: JPMorgan Chase Bank, N.A.,] [added: Abbe L. Luersman, dated March 27, 2021,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.5] to Otis' Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2020] [added: 2021] (Commission file number 001-39221) filed with the SEC on October [removed: 28, 2020;](https://www.sec.gov/Archives/edgar/data/1781335/000178133520000029/exhibit1012020-09x3010.htm)] [added: 26, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000062/exhibit1052021-09x3010xq.htm)] | | |
| [added: 10.33] | | | | | | [removed: [Suspension] [added: [Form] of [removed: Rights Agreement to] [added: Executive Award Statement under] the [removed: Revolving Credit Agreement,] [added: Otis Worldwide Corporation 2020 Long-Term Incentive Plan,] incorporated by reference to Exhibit [removed: 10.4] [added: 10.8] to Otis' Quarterly Report on Form 10-Q for the quarter ended [removed: September 30,] [added: March 31,] 2021 (Commission file number 001-39221) filed with the SEC on [removed: October 26, 2021;](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000062/exhibit1042021-09x3010xq.htm)] [added: April 28, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1082021-03x3110xq.htm)] | | |
| 10.32 | | | | | | [removed: [Service Agreement between Zardoya] [added: [Schedule of Terms for Performance Share Unit Awards (February 5, 2021) granted under the] Otis [removed: S.A and Bernardo Calleja Fernández, dated January 26, 2021,] [added: Worldwide Corporation 2020 Long-Term Incentive Plan,] incorporated by reference to Exhibit [removed: 10.3] [added: 10.7] to Otis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission file number 001-39221) filed with the SEC on April 28, [removed: 2021;](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1032021-03x3110xq.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1072021-03x3110xq.htm)] | | |
| [added: 10.31] | | | | | | [removed: [Amendment Agreement to] [added: [Schedule of Terms for Stock Appreciation Right Awards (February 5, 2021) granted under] the [removed: Service Agreement between Zardoya] Otis [removed: S.A and Bernardo Calleja Fernández, dated February 23, 2021,] [added: Worldwide Corporation 2020 Long-Term Incentive Plan,] incorporated by reference to Exhibit [removed: 10.4] [added: 10.6] to Otis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission file number 001-39221) filed with the SEC on April 28, [removed: 2021;](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1042021-03x3110xq.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1062021-03x3110xq.htm)] | | |
| [removed: 10.38] [added: 4.6] | | | | | | [removed: [Offer Letter] [added: [Supplemental Indenture No. 3, dated as of August 16, 2023,] between Otis Worldwide Corporation and [removed: Abbe L. Luersman, dated March 27, 2021,] [added: The Bank of New York Mellon Trust Company, N.A., as trustee,] incorporated by reference to Exhibit [removed: 10.5] [added: 4.1] to Otis' [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended September 30, 2021] [added: 8-K] (Commission file number 001-39221) filed with the SEC on [removed: October 26, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000062/exhibit1052021-09x3010xq.htm)] [added: August 16, 2023.](https://www.sec.gov/Archives/edgar/data/1781335/000114036123040089/ny20009893x4_ex4-1.htm)] | | |
| 21 | | | | | | [Subsidiaries of the [removed: Registrant.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit212022-12x3110xk.htm)] [added: Registrant.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit212023-12x3110xk.htm)] | | |
| 22 | | | | | | [Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the [removed: Registrant.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit222022-12x3110xk.htm)] [added: Registrant.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit222023-12x3110xk.htm)] | | |
| 23 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit232022-12x3110xk.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit232023-12x3110xk.htm)] | | |
| 24 | | | | | | [Powers of Attorney [removed: of Jeffrey] [added: of](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit242023-12x3110xk.htm) [Thomas A. Bartlett,](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit242023-12x3110xk.htm) [Jeffrey] H. [removed: Black, Nelda] [added: Black,](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit242023-12x3110xk.htm) [](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit242023-12x3110xk.htm)[Jill C. Brannon,](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit242023-12x3110xk.htm) [Nelda] J. Connors, Kathy Hopinkah Hannan, Shailesh G. Jejurikar, Christopher J. Kearney, Judith F. [removed: Marks, Harold W. McGraw III, Margaret] [added: Marks,](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit242023-12x3110xk.htm) [Margaret] M.V. Preston, Shelley Stewart, Jr. and John H. [removed: Walker.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit242022-12x3110xk.htm)] [added: Walker.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit242023-12x3110xk.htm)] | | |
| 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit3112022-12x3110xk.htm)] [added: Certification.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit3112023-12x3110xk.htm)] | | |
| 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit3122022-12x3110xk.htm)] [added: Certification.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit3122023-12x3110xk.htm)] | | |
| 31.3 | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certification.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit3132022-12x3110xk.htm)] [added: Certification.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit3132023-12x3110xk.htm)] | | |
| 32 | | | | | | [Section 1350 [removed: Certifications.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133523000009/exhibit322022-12x3110xk.htm)] [added: Certifications.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit322023-12x3110xk.htm)] | | |
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three years ended December 31, [removed: 2022,] [added: 2023,] (ii) Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2022,] [added: 2023,] (iii) Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] (iv) Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2022,] [added: 2023,] (v) Consolidated Statements of Changes in Equity for the three years ended December 31, [removed: 2022,] [added: 2023,] (vi) Notes to Consolidated Financial Statements, and (vii) Financial Schedule of Valuation and Qualifying Accounts.
| 4.7 | | | | | | [Description of Securities.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit472023-12x3110xk.htm) | | |
| 10.36 | | | | | | [Offer Letter, dated as of August 22, 2023, by and between Tracy Embree and Otis Worldwide Corporation.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit10362023-12x3110xk.htm) | | |
| 10.37 | | | | | | [Service Agreement between Otis Mobility, S.A. and Enrique Minarro Viseras, dated October 26, 2023.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit10372023-12x3110xk.htm) | | |
| 10.39 | | | | | | [Letter of Assignment for Sally Loh, effective January 1, 2024.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit10392023-12x3110xk.htm) | | |
| 97 | | | | | | [Erroneously Awarded Compensation Recovery Policy.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit972023-12x3110xk.htm) | | |
| | | | | | | | | |
| | | | | | | | | |
[Table](#ie58f6088f1054085949b920a1d0e6bb5_7) [o](#ie58f6088f1054085949b920a1d0e6bb5_7)[f Content](#ie58f6088f1054085949b920a1d0e6bb5_7)[s](#ie58f6088f1054085949b920a1d0e6bb5_7)
| 10.30 | | | | | | [Employment Contract (Foreign National or Hong Kong, Macao or Taiwan Resident) for Peiming (Perry) Zheng, effective January 1, 2021, incorporated by reference to Exhibit 10.34 of Otis' Annual Report on Form 10-K for the year ended December 31, 2020 (Commission file number 001-39221) filed with the SEC on February 5, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000023/exhibit10342020-12x3110xk.htm) | | |
| | | | | | | [Second Amendment dated as of April 20, 2022, to Revolving Credit Agreement, dated February 10, 2020 (as amended), among Otis Worldwide Corporation, the subsidiary borrowers party thereto, the lenders and other parties party thereto and JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000016/exhibit1012022-03x3110xq.htm)[, incorporated by referen](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000016/exhibit1012022-03x3110xq.htm)[ce to Ex](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000016/exhibit1012022-03x3110xq.htm)[hibit 10.1 to Otis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2022](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000016/exhibit1012022-03x3110xq.htm) [(Commission file number 001-39221) filed wi](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000016/exhibit1012022-03x3110xq.htm)[th the SEC on](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000016/exhibit1012022-03x3110xq.htm) [April 27, 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000016/exhibit1012022-03x3110xq.htm) | | |
| | | | | | | [Letter of Amendment to Service Agreement between Zardoya Otis S.A and Bernardo Calleja Fernández, dated May 19, 2021, incorporated by reference to Exhibit 10.2 to Otis' Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (Commission file number 001-39221) filed with the SEC on July 28, 2021;](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000051/exhibit1022021-06x3010xq.htm) | | |
| | | | | | | [Termination Letter of the Services Agreement Between Zardoya Otis, S.A. and the Chairman dated May 27, 2022, incorporated by reference to Exhibit 10.2 to Otis' Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission file number 001-39221) filed with the SEC on July 27, 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000037/exhibit1022022-06x3010xq.htm) | | |
| 10.33 | | | | | | [Employment Contract between Otis International Sàrl and Bernardo Calleja Fernández, effective November 15, 2021, incorporated by reference to Exhibit 10.34 to Otis' Annual Report on Form 10-K for the year ended December 31, 2021 (Commission file number 001-39221) filed with the SEC on February 4, 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000007/exhibit10342021-12x3110xk.htm) | | |
| 10.34 | | | | | | [Schedule of Terms for Restricted Stock Unit Awards (February 5, 2021) granted under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Otis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission file number 001-39221) filed with the SEC on April 28, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1052021-03x3110xq.htm) | | |
| 10.35 | | | | | | [Schedule of Terms for Stock Appreciation Right Awards (February 5, 2021) granted under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.6 to Otis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission file number 001-39221) filed with the SEC on April 28, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1062021-03x3110xq.htm) | | |
| 10.36 | | | | | | [Schedule of Terms for Performance Share Unit Awards (February 5, 2021) granted under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.7 to Otis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission file number 001-39221) filed with the SEC on April 28, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1072021-03x3110xq.htm) | | |
| 10.37 | | | | | | [Form of Executive Award Statement under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.8 to Otis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission file number 001-39221) filed with the SEC on April 28, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1082021-03x3110xq.htm) | | |
| 10.39 | | | | | | [Offer Letter, dated as of June 23, 2022, by and between Anurag Maheshwari and Otis Worldwide Corporation, incorporated by reference to Exhibit 10.1 of Otis’ Current Report on Form 8-K (Commission File No. 001-39221) filed with the Commission on June 27, 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000114036122024055/brhc10039083_ex10-1.htm) | | |
Item 16. Form 10-K Summary
29 rewritten, 22 added, 4 removed, 15 unchanged
| Dated: | | | February [removed: 3, 2023] [added: 2, 2024] | | | by: | | | /s/ ANURAG MAHESHWARI | | |
| Dated: | | | February [removed: 3, 2023] [added: 2, 2024] | | | by: | | | /s/ MICHAEL P. RYAN | | |
| | | | | | | | | | [removed: Vice] [added: Senior Vice] President and Chief Accounting Officer | | |
| Signature | | | [added: | | |] Title | | | [added: | | |] Date | | |
| /s/ JUDITH F. MARKS | | | [added: | | |] Director, Chair, President and Chief Executive Officer | | | [added: | | |] February [removed: 3, 2023] [added: 2, 2024] | | |
| Judith F. Marks | | | | | | | | | [added: | | | | | |]
| /s/ ANURAG MAHESHWARI | | | [added: | | |] Executive Vice President and Chief Financial Officer | | | [added: | | |] February [removed: 3, 2023] [added: 2, 2024] | | |
| Anurag Maheshwari | | | | | | | | | [added: | | | | | |]
| /s/ MICHAEL P. RYAN | | | [added: | | | Senior] Vice President and Chief Accounting Officer | | | [added: | | |] February [removed: 3, 2023] [added: 2, 2024] | | |
| Michael P. Ryan | | | | | | | | | [added: | | | | | |]
| /s/ JEFFREY H. BLACK* | | | [added: | | |] Director | | | | | | [added: | | |]
| Jeffrey H. Black | | | | | | | | | [added: | | | | | |]
| /s/ NELDA J. CONNORS* | | | [added: | | |] Director | | | | | | [added: | | |]
| Nelda J. Connors | | | | | | | | | [added: | | | | | |]
| /s/ KATHY HOPINKAH HANNAN* | | | [added: | | |] Director | | | | | | [added: | | |]
| Kathy Hopinkah Hannan | | | | | | | | | [added: | | | | | |]
| /s/ SHAILESH G. JEJURIKAR* | | | [added: | | |] Director | | | | | | [added: | | |]
| Shailesh G. Jejurikar | | | | | | | | | [added: | | | | | |]
| /s/ CHRISTOPHER J. KEARNEY* | | | [added: | | |] Director | | | | | | [added: | | |]
| Christopher J. Kearney | | | | | | | | | [added: | | | | | |]
| /s/ MARGARET M.V. PRESTON* | | | [added: | | |] Director | | | | | | [added: | | |]
| Margaret M.V. Preston | | | | | | | | | [added: | | | | | |]
| /s/ SHELLEY STEWART, JR.* | | | [added: | | |] Director | | | | | | [added: | | |]
| Shelley Stewart, Jr. | | | | | | | | | [added: | | | | | |]
| /s/ JOHN H. WALKER* | | | [added: | | |] Director | | | | | | [added: | | |]
| John H. Walker | | | | | | | | | [added: | | | | | |]
| *By: /s/ NORA E. LAFRENIERE | | | | | | | | | [added: | | | | | |]
| Executive Vice President and General Counsel, as Attorney-in-fact | | | | | | | | | [added: | | | | | |]
| Date: February [removed: 3, 2023] [added: 2, 2024] | | | | | | | | | [added: | | | | | |]
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ THOMAS A. BARTLETT* | | | | | | Director | | | | | | | | |
| Thomas A. Bartlett | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ JILL C. BRANNON* | | | | | | Director | | | | | | | | |
| Jill C. Brannon | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| /s/ HAROLD W. MCGRAW III* | | | Director | | | | | |
| Harold W. McGraw III | | | | | | | | |