Otis Worldwide (OTIS) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A37 rewritten20 added7 removed206 unchanged
All filing items1,049 rewritten600 added223 removed1,896 unchanged
Summary
counted, not written
- Item 1A lists 27 risk factor headings: 6 new, 3 reworded and 18 unchanged since FY2023. 1 heading from FY2023 no longer appears.
- Sentence by sentence, 600 added, 223 removed, 1,049 rewritten and 1,896 unchanged across 17 items that differ.
New Item 1A headings (6)
- Our operations are subject to natural and man-made unexpected events that may increase our costs, limit access to building sites, interrupt production or our supply chain or otherwise adversely affect our business, results of operations or financial condition.
- 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 and changes in credit conditions.
- Our international operations subject us to risks associated with government policies on international trade and investments and risks associated with China.China
- Our international operations subject us to risks associated with emerging markets.
- Our international operations subject us to risks associated with geopolitical conflicts.
- We operate in challenging markets for talent and may fail to attract, develop and retain key personnel.
Removed Item 1A headings (1)
- 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, risks associated with China and other emerging markets and geopolitical conflicts.
Reworded Item 1A headings (3)
- We may be affected by global
[removed: economic, capital market and political][added: economic] conditions in[removed: general,][added: general] and conditions in the construction and infrastructure industries in particular. - Adverse changes in our relationships with, or the financial condition, performance or purchasing
[removed: patterns][added: patterns, or compliance practices] of, key distributors and agents could adversely affect us. - We are impacted by
[removed: increasing][added: evolving] stakeholder interest in public company performance, disclosure, and goal-setting with respect to ESG matters.
A heading is new when no FY2023 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 FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
37 rewritten, 20 added, 7 removed, 206 unchanged
We may be affected by global [removed: economic, capital market and political] [added: economic] conditions in [removed: general,] [added: general] and conditions in the construction and infrastructure industries in particular.
Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic [removed: conditions and geopolitical risks (see discussion of risks associated with the ongoing conflicts referred to in the immediately following Risk Factor), including global credit] conditions, [added: including] levels of consumer and business confidence, commodity prices, raw material and energy costs, supply chain issues, [added: trade policies, tariffs and trade barriers,] foreign currency exchange rates, interest rates, labor costs, levels of government spending and deficits, actual or anticipated default on sovereign debt, [removed: trade policies, tariffs and trade barriers,] political conditions, including in connection with the [removed: results of the 2024 election] [added: new administration's policies and priorities] in the U.S. or otherwise, regulatory [removed: changes, fluctuations in residential and commercial construction activity, natural disasters, including weather events caused by climate change, pandemic health issues, including COVID-19,] [added: changes] and other challenges that could affect the global economy.
[removed: In particular,] [added: More particularly,] a slowdown in building and remodeling [removed: activity] [added: activity, whether due to remote work] or [added: otherwise, or] decreased public spending on infrastructure projects [removed: 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.
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 [removed: insolvencies of customers] [added: customer] and [removed: suppliers,] [added: supplier defaults and cancellations of existing orders,] limit or prevent customers from being able to finance purchases of our products and [removed: services,] [added: services in the future,] and cause delays in the delivery of key products from suppliers.
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 [removed: rates, risks associated with government policies on international trade and investments, risks associated with China and other emerging markets] [added: rates] and [removed: geopolitical conflicts.][added: changes in credit conditions.]
We conduct our business on a global basis, with approximately [removed: 72%] [added: 70%] of our [removed: 2023] [added: 2024] net sales derived from international operations.
Accordingly, fluctuations in exchange rates have given and may continue to give rise to gains or losses when financial statements of non-U.S. operating units are translated [removed: into U.S. dollars.]
Our international sales and operations are subject to risks associated with changes in local government laws, regulations and policies, including those related to investments and limitations on foreign ownership of businesses, taxation, foreign exchange controls, capital controls, [added: local manufacturing, product content or supplier requirements,] employment regulations and the repatriation of earnings.
The implementation of more restrictive trade policies, including the imposition of [removed: tariffs,] [added: further tariffs in connection with the new administration in the U.S. and retaliatory tariffs in response thereto,] 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 [removed: employees,] [added: employees (see discussion on China below), could have a material adverse effect on our business, results of operations and financial condition,] including [removed: trade relations between the U.S.] [added: our ability to recruit] and [removed: China][added: 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 net sales in China representing approximately one [removed: third] [added: fourth] of our global New Equipment net sales and over half of our global New Equipment unit [removed: volume.][added: volume and a growing part of our Service segment.]
Changes to market and economic conditions in China, including credit conditions for our customers, or an escalation of trade conflicts between the U.S. and China, [added: have recently impacted and] may [removed: further] [added: continue to] impact our ability to [removed: continue] [added: maintain] New Equipment net sales in China at rates consistent with prior years.
Furthermore, as is the case in many countries where we operate, the legal and regulatory [removed: regime in China is evolving, and accordingly, we could,] [added: changes] in [removed: the future, be required to comply with] [added: China, could impose] significant requirements unique to China in order to maintain access to Chinese [removed: markets.][added: markets and negatively impact our overall financial performance.]
A slowdown in urbanization in emerging countries, such as China or India, [added: have and] could [added: continue to] adversely affect our financial performance.
The [removed: conflict] [added: ongoing conflicts] between Russia and Ukraine and [added: in] the [removed: war between Israel and Hamas] [added: Middle East] have resulted in worldwide geopolitical and macroeconomic uncertainty, and we cannot predict how the conflicts will evolve or the timing thereof.
If these conflicts continue for a significant time or further expand to other countries and depending on the ultimate outcomes of these conflicts, which remain uncertain, they [added: or new geopolitical conflicts] 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.
[removed: Furthermore, continuation of the conflicts could give rise to disruptions to our or our business partners’ global technology] infrastructure, including through [removed: cyber-attack] [added: cyberattack] 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.
Issues with suppliers, (such as a disruption in deliveries, capacity and credit constraints, production disruptions, quality issues and supplier closings or bankruptcies), price increases or decreased availability of raw materials or commodities [added: (particularly steel) have in the past had and] could [added: in the future] 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.
Adverse changes in our relationships with, or the financial condition, performance or purchasing [removed: patterns] [added: patterns, or compliance practices] of, key distributors and agents could adversely affect us.
In order to operate more efficiently and cost effectively, we [added: have and] may [added: continue to] adjust employment, optimize our footprint or undertake other restructuring or transformation activities, including in connection with [removed: UpLift.][added: UpLift and related outsourcing activities and change management.]
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $6.9] [added: $8.3] billion outstanding long-term debt.
Quarterly cash dividends [added: and share repurchases] are a component of our capital allocation strategy, which we fund with operating free cash flow, borrowings and divestitures.
In general, dividends and share [removed: repurchases, if commenced,] [added: repurchases] may be discontinued, accelerated, suspended or delayed at any time without prior notice.
Decisions with respect to dividends and share repurchases are subject to the discretion of our Board of Directors and [removed: will be] [added: are] based on a variety of factors.
Important factors that could cause us to discontinue, limit, suspend, increase or delay our quarterly cash dividends or share repurchases include market conditions, the market price of [added: our] Common Stock, the nature and timing of other investment and acquisition opportunities, changes in our business strategy, the terms of our financing arrangements, our outlook as to the ability to obtain financing at attractive rates, the impact on our credit ratings and the availability of domestic cash.
We are impacted by [removed: increasing] [added: evolving] stakeholder interest in public company performance, disclosure, and goal-setting with respect to ESG matters.
Examples of such risks include: (1) the availability and cost of low- or non-carbon-based energy sources and technologies, (2) 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, (4) the availability of suppliers that can meet our sustainability, [removed: diversity] [added: inclusion] and other standards, and (5) our ability to recruit, develop, and retain [removed: diverse] talent in our labor markets.
Our processes and controls for reporting of ESG matters may not always comply with evolving and disparate standards for identifying, measuring, and [added: 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 [added: regulations,] 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 partner could be negatively impacted, or could result in litigation.
See "Note [removed: 13:] [added: 12:] Employee Benefit Plans" in Item 8 of this Form 10-K for further discussion on pension plans and related obligations and contingencies.
We collect, store, have access to and otherwise process certain [added: company and third-party] confidential or sensitive data that may be subject to data privacy and cybersecurity laws, regulations or customer-imposed controls, including proprietary business information, personal data and other information.
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.][added: cyberattacks.]
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 [removed: cyber-attacks,] [added: cyberattacks,] 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.
[added: 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.
We and some of our third-party suppliers have experienced cyber-based attacks, and, due to the evolving threat landscape, may continue to experience [removed: them going forward, potentially with more frequency.]
We continue to make investments and adopt measures designed to enhance our protection, detection, response, and recovery capabilities, and to mitigate potential risks to our technology, products, services and operations from potential [removed: cyber-attacks.][added: cyberattacks.]
See [removed: “Business Overview”] [added: "Business Overview"] and [removed: “Results] [added: "Results] of Operations – Income [removed: Taxes”] [added: Taxes"] in Item 7 and "Note 2: Significant Accounting Policies" and "Note [removed: 16:] [added: 15:] Income Taxes" in Item 8 in this Form 10-K, for further discussion on income taxes and related contingencies.
[added: No assurance can be given as to what standard a court would apply to determine] insolvency or that a court would determine that Otis or any of its subsidiaries were solvent at the time of or after giving effect to the distribution.
In addition, the current global economic environment has resulted, and may continue to result, in increased levels of commodity, materials and wage inflation.
These various global economic conditions have affected and may continue to affect our business in a number of ways as discussed in more detail in this Item 1A and elsewhere in this Form 10-K.
Our operations are subject to natural and man-made unexpected events that may increase our costs, limit access to building sites, interrupt production or our supply chain or otherwise adversely affect our business, results of operations or financial condition.
The occurrence of one or more unexpected events, including war (see discussion below regarding ongoing conflicts), acts of terrorism or violence, civil unrest, fires, tornadoes, hurricanes, earthquakes, floods and other forms of severe weather, whether as a result of climate change or otherwise, in the United States or in other countries in which we operate or in which our suppliers are located could adversely affect our operations and financial performance.
Natural disasters, pandemics, equipment failures, prolonged power outages or other unexpected events could result in physical damage to and complete or partial closure of one or more of our manufacturing facilities or temporary or long-term disruption in the supply of component products from some local, national and international suppliers, disruption and delay in the transport of our products to customers or limit our access building sites and to install our products or perform our services.
Existing insurance coverage may not provide protection for all of the costs that may arise from such events.
The impacts of these unexpected events are difficult to predict, but could result in higher costs or delays in our operations and adversely affect our financial performance.
into U.S. dollars.
Our international operations subject us to risks associated with government policies on international trade and investments and risks associated with China.
Our international operations subject us to risks associated with emerging markets.
Our international operations subject us to risks associated with geopolitical conflicts.
Our international sales and operations are subject to risks associated with geopolitical conflicts.
Furthermore, continuation of the conflicts could give rise to disruptions to our or our business partners’ global technology
We operate in challenging markets for talent and may fail to attract, develop and retain key personnel.
We depend on the skills, institutional knowledge, working relationships, and continued services and contributions of key personnel, including our leadership team, engineers, field professionals, and others at all levels of the company.
In addition, our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and retain qualified individuals.
We compete with other companies both within and outside of our industry for talented personnel in a highly competitive labor market, and we may lose key personnel or fail to attract other skilled personnel and incur additional labor costs.
Any such losses, failures or increased costs could have material adverse effects on our results of operations, financial condition and cash flows.
We may also be subject to penalties for non-compliance under applicable laws.
them going forward, potentially with more frequency.
These economic and political conditions affect businesses such as ours in a number of ways.
(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.
We also have authority to repurchase our shares under a share repurchase program.
Our business operations depend on forming joint ventures.
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.
Failure to design,
No assurance can be given as to what standard a court would apply to determine
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
189 rewritten, 118 added, 55 removed, 330 unchanged
Our New Equipment customers include real-estate and building developers and general contractors [removed: that] [added: who] develop and/or design buildings for residential, commercial, retail or mixed-use activity.
Modernization [removed: services] [added: offerings] can range from relatively simple upgrades of interior finishes and aesthetics to complex upgrades of larger components and sub-systems.
We function under a centralized operating model whereby we pursue a global strategy set around New Equipment and [removed: Service, in large measure,] [added: Service] because we seek to grow our maintenance portfolio, in part, through the conversion of new elevator and escalator installations into service contracts.
UpLift [removed: will include] [added: includes] the standardization of our processes and improvement of our supply chain procurement, among other aspects of the program, as well as [added: organizational changes which result in] restructuring actions.
We expect UpLift to generate approximately [removed: $150] [added: $200] million in annual [added: run-rate] savings by [removed: mid-year] [added: the second half of] 2025, with restructuring and other incremental costs to complete the transformation ("UpLift transformation costs") [removed: over that period] of approximately [removed: the same amount.][added: $300 million.]
| (dollars in millions) | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | | | | | | | | | |
| UpLift restructuring [removed: action] costs | | | | | | $ | [removed: 25] [added: 31] | | | | | [added: $] | [added: 25] | | | | | | | | [added: | | | | | |]
| UpLift transformation costs | | | | | | [removed: 16] [added: 65] | | | | | | [added: 16] | | | | | | | | | [added: | | | | | |]
| Total UpLift costs | | | | | | $ | [removed: 41] [added: 96] | | | | | [added: $] | [added: 41] | | | | | | | | [added: | | | | | |]
UpLift restructuring [removed: action] costs [removed: in 2023 were] [added: are] primarily severance [removed: costs,] [added: costs] and are recorded [added: primarily] in Selling, general and administrative in the Consolidated Statements of Operations.
[removed: UpLift transformation] [added: These] costs [removed: in 2023 were primarily consulting and incremental personnel costs, and] are recorded in Other income (expense), net in the Consolidated Statements of Operations.
Impact of Global Macroeconomic [removed: Developments] [added: Conditions] on Our Company
Global macroeconomic [removed: developments] [added: conditions] have impacted, and continue to impact, aspects of the Company's operations and overall financial performance.
These macroeconomic [removed: developments] [added: conditions] include, among others, inflationary pressures, [removed: higher] [added: high] interest rates and tighter credit conditions.
These macroeconomic trends could continue to impact our business, including impacts to overall financial performance in [removed: 2024,] [added: 2025,] as a result of the following, among other things:
- Supplier liquidity, as well as supplier and raw material capacity constraints, delays and related [removed: costs;][added: costs.]
- Customer demand impacting our [removed: New Equipment] [added: new equipment, maintenance] and [removed: Service] [added: repair, and modernization] businesses;
- Customer liquidity constraints and related credit [removed: reserves; and][added: reserve;]
- Cancellations or delays of customer [removed: orders.][added: orders; and]
We currently do not expect any significant impact to our capital and financial resources from these macroeconomic [removed: developments,] [added: conditions,] including to our overall liquidity position based on our available cash and cash equivalents and our access to credit facilities and the capital markets.
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-security] [added: cybersecurity] 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] revenue and operating profit.
As previously disclosed, we sold our business in Russia, which represented approximately 1% [removed: and 2%] of [removed: both] our revenue and operating profit in [removed: 2022 and 2021,] [added: 2022,] respectively, to a third party [removed: on] [added: in] July [removed: 27,] 2022.
Although we [added: have operations in the Middle East and] transport products through the Red Sea, we currently do not expect the recent [removed: hostilities] [added: conflicts] in that region to have a material impact on our business.
[removed: If the events continue for a significant period of time or expand to other countries, and depending] [added: 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, [removed: including,] [added: 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 [removed: cyber-attack] [added: cyberattack] 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.
Increased regulation [removed: (including pending SEC] and [removed: European Union requirements) and] other climate change concerns, however, could subject us to additional costs and restrictions, and we are not able to predict how such regulations or concerns would affect our business, operations or financial results.
| (dollars in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net sales | | | | | | $ | [removed: 14,209] [added: 14,261] | | | | | $ | [removed: 13,685] [added: 14,209] | | | | | $ | [removed: 14,298] [added: 13,685] | |
| Percentage change year-over-year | | | | | | [removed: 3.8] [added: 0.4] | | % | | | | [removed: (4.3)] [added: 3.8] | | % | | | | [removed: 12.1] [added: (4.3)] | | % |
| | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |
| Organic volume | | | | | | [removed: 5.6] [added: 1.4] | | % | | | | [removed: 2.5] [added: 5.6] | | % |
| Foreign currency translation | | | | | | (1.2) | | % | | | | [removed: (5.9)] [added: (1.2)] | | % |
| Acquisitions and divestitures, net | | | | | | [removed: (0.6)] [added: 0.2] | | % | | | | [removed: (0.9)] [added: (0.6)] | | % |
| Total % change | | | | | | [removed: 3.8] [added: 0.4] | | % | | | | [removed: (4.3)] [added: 3.8] | | % |
The Organic volume increase of [removed: 2.5%] [added: 1.4%] for [removed: 2022] [added: 2024] was driven by an increase [added: in organic sales] of [removed: 6.0%] [added: 6.8%] in Service, offset by a decrease of [removed: (1.7)%] [added: (6.4)%] in New Equipment.
The decrease in Net sales due to Acquisitions and divestitures, net [added: in 2023] is primarily the result of the sale of our Russia business in the third quarter of 2022.
| Cost of products and services sold | | | | | | $ | [removed: 10,016] [added: 10,004] | | | | | $ | [removed: 9,765] [added: 10,016] | | | | | $ | [removed: 10,105] [added: 9,765] | |
| Percentage change year-over-year | | | | | | [removed: 2.6] [added: (0.1)] | | % | | | | [removed: (3.4)] [added: 2.6] | | % | | | | [removed: 12.6] [added: (3.4)] | | % |
[removed: | | | | 2023 | | | | | | 2022 | | |][added: 2023 Compared with 2022]
| Organic volume | | | [removed: 4.8] | | [added: | 0.9 | |] % | | | | [removed: 3.7] [added: 4.8] | | % |
We serve our customers through a global network of employees.
These include sales personnel, field technicians with separate skills in performing installation and service, as well as engineers driving our continued product development and innovation.
The Company generated approximately $70 million of pre-tax savings in 2024, including run-rate savings of approximately $120 million, driven by our simplified operating structure, optimized organizational spans and layers, and reduced digital technology costs.
These savings are primarily reflected in Selling, general and administrative expenses.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Total UpLift costs incurred to date are $137 million, including $56 million of restructuring costs and $81 million of transformation costs.
UpLift transformation costs are primarily for consultants, third-party service providers and personnel focused on designing and implementing a centralized service delivery model that supports our new organizational structure, including the standardization of our supply chain and digital technology procurement.
German Tax Litigation
In August 2024, we received a favorable ruling regarding a German tax litigation.
As a result, we recorded income tax benefits of approximately $185 million and related interest income of approximately $200 million, which are included in Income tax expense (benefit), net and Interest expense (income), net, respectively, in the Consolidated Statements of Operations for 2024.
Additionally, pursuant to the Tax Matters Agreement ("TMA") with RTX Corporation ("RTX", our former parent), the Company recorded indemnification expense of $194 million for amounts due to RTX resulting from the outcome of the German tax litigation.
This expense is included in Other expense (income), net in the Consolidated Statements of Operations for 2024.
For further details, refer to "Note 15: Income Taxes" and "Note 21: Contingencies" to the Consolidated Financial Statements in Item 8 in this Form 10-K.
As discussed below, we do not have operations in Russia.
| | | | | | | 2024 | | | | | | 2023 | | |
| | | | | | | 2024 | | | | | | 2023 | | |
The organic increase in total cost of products and services sold in 2024 and 2023, were primarily driven by the organic sales changes noted above.
| (dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
Selling, general and administrative expenses decreased $23 million in 2024 compared to 2023, driven by savings resulting from UpLift, lower restructuring costs and favorable foreign exchange impacts, partially offset by annual wage increases and higher other employment-related costs.
| (dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
UpLift restructuring costs were $31 million and $25 million in 2024 and 2023, respectively.
We also incurred $65 million and $16 million of UpLift transformation costs in 2024 and 2023, respectively, which are primarily for consultants, third-party service providers and personnel focused on designing and implementing a centralized service delivery model that supports our new organizational structure, including the standardization of our supply chain and digital technology procurement.
Approximately $50 million of savings was realized for the 2024 and 2023 actions during 2024.
| (dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
For additional discussion of the Separation-related adjustments, litigation-related settlement costs and held for sale impairment, see "Note 22: Segment Financial Data" in Item 8 in this Form 10-K.
For additional discussion of UpLift transformation costs, see "Note 16: Restructuring and Transformation Costs" in Item 8 in this Form 10-K.
| (dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
The change in Interest expense (income), net of $(181) million in 2024 compared to 2023, was primarily driven by approximately $200 million related to the German tax litigation, interest reserve adjustments and higher interest income, partially offset by higher interest expense related to the $600 million and €850 million unsecured, unsubordinated debt issued in November 2024 and $750 million unsecured, unsubordinated debt issued in August 2023.
For additional discussion of German tax litigation, see "Note 21: Contingencies" and "Note 22: Segment Financial Data" in Item 8 in this Form 10-K.
The 2024 effective tax rate is lower than the 2023 effective tax rate and the statutory U.S. rate primarily due to recognition of estimated tax benefits arising as a result of the resolution of the German tax litigation and the reduction of a deferred tax liability related to the mitigation of future repatriation costs.
| (dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
Noncontrolling interest in subsidiaries' earnings were relatively flat in 2024 in comparison to 2023.
Other than our acquisition of the noncontrolling shares of our subsidiary in Japan during the second quarter of 2024, ownership interest in the underlying non-wholly owned subsidiaries has remained generally consistent year-over-year.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| New Equipment | | | | | | $ | 5,367 | | | | | $ | 5,812 | | | | | $ | 5,778 | | | | | $ | 329 | | | | | $ | 381 | | | | | $ | 381 | | | | | 6.1 | | % | | | | 6.6 | | % | | | | 6.6 | | % |
| Service | | | | | | 8,894 | | | | | | 8,397 | | | | | | 7,801 | | | | | | 2,185 | | | | | | 2,014 | | | | | | 1,832 | | | | | | 24.6 | | % | | | | 24.0 | | % | | | | 23.5 | | % |
| Total segment | | | | | | 14,261 | | | | | | 14,209 | | | | | | 13,579 | | | | | | 2,514 | | | | | | 2,395 | | | | | | 2,213 | | | | | | 17.6 | | % | | | | 16.9 | | % | | | | 16.3 | | % |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
The organic increase in total cost of products and services sold in 2022 was primarily driven by the organic sales increases noted above and inflationary 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.
Selling, general and administrative expenses decreased $185 million in 2022 compared to 2021, as other employment-related cost reductions, cost containment actions, lower credit loss reserves, as well as the impact from foreign exchange of $104 million, were partially offset by annual wage increases.
UpLift restructuring action costs were $25 million in 2023, which are recorded in Selling, general and administrative in the Consolidated Statements of Operations.
Interest expense (income), net increased $7 million in 2022 compared to 2021, primarily driven by interest expense related to the financing of the Tender Offer for Zardoya Otis.
| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
The 2022 effective tax rate is lower than the 2021 effective tax rate primarily due to the elimination of Base Erosion Anti Abuse Tax ("BEAT") in the U.S., and the release of a tax reserve related to a forward transfer pricing agreement with a European tax authority.
This is partially offset by the absence of a reduction in the deferred tax liability related to repatriation of foreign earnings recorded in the year ended December 31, 2021, and the absence of a favorable income tax settlement related to the Separation recorded in the year ended December 31, 2021.
Noncontrolling interest in subsidiaries' earnings decreased in 2022 in comparison to 2021 primarily due to Otis' acquisition of the remaining outstanding shares in Otis Mobility in the second quarter of 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| New Equipment | | | $ | 5,812 | | | | | $ | 5,864 | | | | | $ | 6,428 | | | | | $ | 358 | | | | | $ | 358 | | | | | $ | 459 | | | | | 6.2 | | % | | | | 6.1 | | % | | | | 7.1 | | % |
| Service | | | 8,397 | | | | | | 7,821 | | | | | | 7,870 | | | | | | 1,972 | | | | | | 1,789 | | | | | | 1,762 | | | | | | 23.5 | | % | | | | 22.9 | | % | | | | 22.4 | | % |
| Total segment | | | 14,209 | | | | | | 13,685 | | | | | | 14,298 | | | | | | 2,330 | | | | | | 2,147 | | | | | | 2,221 | | | | | | 16.4 | | % | | | | 15.7 | | % | | | | 15.5 | | % |
| Net sales | | | | | | $ | 5,812 | | | | | $ | 5,864 | | | | | $ | 6,428 | | | | | $ | (52) | | | | | (0.9) | | % | | | | $ | (564) | | | | | (8.8) | | % | | | | | | | | | | | | | | | | | | |
| Cost of sales | | | | | | 4,843 | | | | | | 4,949 | | | | | | 5,293 | | | | | | (106) | | | | | | (2.1) | | % | | | | (344) | | | | | | (6.5) | | % | | | | | | | | | | | | | | | | | | |
| | | | | | | 969 | | | | | | 915 | | | | | | 1,135 | | | | | | 54 | | | | | | 5.9 | | % | | | | (220) | | | | | | (19.4) | | % | | | | | | | | | | | | | | | | | | |
| Operating expenses | | | | | | 611 | | | | | | 557 | | | | | | 676 | | | | | | 54 | | | | | | 9.7 | | % | | | | (119) | | | | | | (17.6) | | % | | | | | | | | | | | | | | | | | | |
| Operating profit | | | | | | $ | 358 | | | | | $ | 358 | | | | | $ | 459 | | | | | $ | — | | | | | — | | % | | | | $ | (101) | | | | | (22.0) | | % | | | | | | | | | | | | | | | | | | |
| Total % change | | | | | | (0.9) | | % | | | | (8.8) | | % | | | |
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.
2022 Compared with 2021
Lower volume of $(37) million, under absorption from lower volume, unfavorable mix, higher commodity costs of ($107) million, primarily steel, and increased freight costs were partially mitigated by favorable productivity and lower selling, general and administrative expenses.
Operating profit was also impacted by the sale of our Russia business of $(40) million.
Operating margin decreased 100 basis points.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net sales | | | | | | $ | 8,397 | | | | | $ | 7,821 | | | | | $ | 7,870 | | | | | $ | 576 | | | | | 7.4 | | % | | | | $ | (49) | | | | | (0.6) | | % |
| Cost of sales | | | | | | 5,173 | | | | | | 4,816 | | | | | | 4,812 | | | | | | 357 | | | | | | 7.4 | | % | | | | 4 | | | | | | 0.1 | | % |
| | | | | | | 3,224 | | | | | | 3,005 | | | | | | 3,058 | | | | | | 219 | | | | | | 7.3 | | % | | | | (53) | | | | | | (1.7) | | % |
| Operating expenses | | | | | | 1,252 | | | | | | 1,216 | | | | | | 1,296 | | | | | | 36 | | | | | | 3.0 | | % | | | | (80) | | | | | | (6.2) | | % |
| Operating profit | | | | | | $ | 1,972 | | | | | $ | 1,789 | | | | | $ | 1,762 | | | | | $ | 183 | | | | | 10.2 | | % | | | | $ | 27 | | | | | 1.5 | | % |
2022 Compared with 2021
| Organic | | | | | | 5.6 | | % | | | | 8.1 | | % |
| Total % change | | | | | | (1.2) | | % | | | | 2.1 | | % |
Service operating profit increased $27 million due to higher volume of $144 million, favorable pricing on maintenance contracts, productivity and other employment-related cost reductions, partially offset by foreign exchange headwinds of $(143) million, annual wage increases and other inflationary pressures, including higher fuel costs.
| General corporate expenses and other | | | | | | $ | (144) | | | | | $ | (114) | | | | | $ | (113) | |
General corporate expenses and other increased $1 million in 2022 compared to 2021, which includes the impact of the loss on the sale of our Russia business, offset by favorable foreign currency mark-to-market adjustments and lower non-recurring Separation-related costs.
| November 12, 2021 | | | | | | 0.000% notes due 2023 (€500 million principal value) | | | | | | 572 | | | | | | | | |
An excerpt. Shown here: 40 of 189 rewritten, 40 of 118 added and 40 of 55 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 FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
13 rewritten, 2 added, 1 removed, 32 unchanged
Derivative instruments utilized [removed: by us] in our hedging activities are viewed as risk management tools, involve relatively little complexity and are not used for trading or speculative purposes.
Refer to "Note 2: Summary of Significant Accounting Policies", "Note 9: Borrowings and Lines of Credit" and "Note 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: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
*Foreign Currency [removed: Exposures*][added: Risk*]
International net sales were approximately [removed: $10.2] [added: $10.0] billion, [removed: $9.9] [added: $10.2] billion and [removed: $10.6] [added: $9.9] billion in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.
We manage foreign currency exposures [removed: that are] associated with committed foreign currency purchases and [removed: sales] [added: sales,] as well as foreign currency denominated assets and liabilities that are created in the ordinary course of business.
More than insignificant [removed: exposures,] [added: exposures] that cannot be naturally [removed: offset,] [added: offset] are generally hedged with foreign currency derivatives.
The aggregate notional amount of our outstanding foreign currency hedges was approximately [removed: $4.9] [added: $5.1] billion and [removed: $3.7] [added: $4.9] billion as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: $120] [added: $124] million and [removed: $39] [added: $120] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.
For our non-U.S. based entities, a substantial portion of revenues are [removed: generated] [added: generated,] and costs are [removed: incurred] [added: incurred,] in local currencies.
As discussed in "Note 17: Financial Instruments" in Item 8 in this Form 10-K, as of December 31, [removed: 2023] [added: 2024] we have ¥21.5 billion [removed: ($150] [added: ($137] million) of Japanese Yen denominated long-term debt that qualifies as a net investment hedge against our investments in Japanese businesses, [removed: and foreign exchange forward contracts of €120 million ($132 million) and HK$2,262 million ($18 million)] [added: as well as derivative instruments] that qualify as net investment hedges against our investments in certain European [added: businesses with notional amounts of €150 million ($156 million)] and Asian [removed: businesses, respectively.][added: businesses with notional amounts of HK$1.3 billion and ¥2.1 billion ($178 million total).]
As of December 31, [removed: 2023,] [added: 2024,] these net investment hedges are deemed to be effective.
As of December 31, [removed: 2023] [added: 2024] we have [removed: €1.1] [added: approximately €2.0] billion [removed: ($1.2] [added: ($2.0] billion) of Euro denominated long-term debt.
A 100 basis points increase in interest rates would have had an approximate $400 million reduction on the fair value of our fixed-rate debt as of December 31, [removed: 2023] [added: 2024] and [removed: 2022, respectively.][added: 2023.]
Foreign exchange exposures arising from intercompany loan and deposit transactions are also hedged regularly.
This debt was issued by a subsidiary with Euro functional currency.
This debt was issued by a subsidiary with Euro functional currency, and the original proceeds of €1.6 billion were used to fund the Tender Offer for Zardoya Otis.
Item 1. Business
45 rewritten, 34 added, 36 removed, 189 unchanged
Our Company is organized into two segments, New Equipment and Service, which, for [removed: the year ended December 31, 2023,] [added: 2024,] contributed [removed: 41%] [added: 38%] and [removed: 59%] [added: 62%] of our net sales, and [removed: 15%] [added: 13%] and [removed: 85%] [added: 87%] of our segment operating profit, respectively.
Our international operations represented approximately [removed: 72%] [added: 70%] of our net sales for [removed: the year ended December 31, 2023.][added: 2024.]
New Equipment orders are generally delivered within 12 months of booking, [removed: though] [added: although] larger projects can take longer to deliver based on customer construction schedules, and in some regions, mostly in China, the order to delivery window is shorter.
We have developed a range of elevator and escalator solutions to meet the varying needs and objectives of our diverse customers, primarily centered around the following [added: elevator] platforms: *Gen2*, *Gen3*, *Gen360* and *SkyRise*.
Historically, [added: Gen2 is] our principal low-and mid-rise elevator solution.
Initially launched in Europe, we [removed: have] expanded the Gen360 [removed: elevator] platform into China in 2023.
The Gen360 elevator [added: frees hoistway space to accommodate larger cabins and] features a new electronic architecture, with many mechanical components replaced by electronic components that, [removed: in connection] [added: when combined] with our service, increase [removed: reliability,] [added: reliability and] reduce the potential for [removed: entrapments and free hoistway space to accommodate larger cabins.][added: entrapments.]
With [added: optional] 360-degree cameras in the hoistway, Otis service teams can visually confirm, fine-tune, diagnose and solve many issues remotely without stopping the elevator.
With a range of finishes and aesthetics, Otis escalators integrate easily with [added: any] building [removed: designs.][added: design.]
We have a maintenance portfolio of approximately [removed: 2.3] [added: 2.4] million units globally, which includes Otis equipment manufactured and sold by us, as well as equipment from other original equipment manufacturers.
We provide our Service offerings to our customers through a global network of [removed: 35,000] [added: 36,000] Service mechanics operating out of more than 1,400 branches and offices typically located in close proximity to concentrations of customers.
[removed: Launched in 2023 in the Americas, our] [added: 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.
As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 900,000] [added: 1.0 million] units of our global portfolio, including units under the warranty period, are connected.
In [removed: 2024,] [added: 2025,] 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.
*Compass [removed: 360*][added: 360 Destination Management System*]
*eCall [removed: Plus*][added: Plus Smartphone App*]
For [removed: the year ended December 31, 2023,] [added: 2024,] research and development ("R&D") expense was [removed: $144] [added: $152] million and [removed: 1.0%] [added: 1.1%] as a percentage of net sales.
In addition to R&D expense, we made investments in digital and strategic initiatives of [removed: $57] [added: $53] million, which in combination with R&D expense was 1.4% as a percentage of net sales.
We have [removed: 1,200] [added: 1,300] engineers globally, with increasing focus on digital initiatives, software, design of the user interface and the user experience.
We currently own approximately [removed: 5,000] [added: 5,300] patents issued in various jurisdictions, and we have approximately [removed: 1,800] [added: 1,400] patent applications pending globally.
We filed approximately [removed: 1,000] [added: 800] patent applications in the last three years.
We operate in a [removed: global and] highly competitive industry.
We believe [added: these results of] our business strategies [removed: allow us to sustain New Equipment growth, accelerate Service portfolio growth, 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 help deliver sustainable earnings growth.
We rely on approximately [removed: 500] [added: 450] key suppliers for our manufacturing supply chain.
See "Human Capital" below for additional information regarding certain [removed: ESG] initiatives related to our [removed: colleagues, including health and safety, employee engagement and inclusion.][added: colleagues.]
In 2021, we became a signatory to the U.N. Global Compact and published our thirteen ESG goals [removed: (including the four Environment & Impact goals below)] [added: and] aligned [added: them] with the U.N. Sustainable Development [removed: Goals ("SDGs").][added: Goals.]
Our [removed: ESG goals and alignment to SDGs are categorized into] four [removed: areas:] [added: ESG pillars of] Health & Safety, Environment & Impact, People & Communities and Governance & [removed: Accountability.][added: Accountability are embedded in our business strategy and align with our Otis Absolutes of Safety, Ethics and Quality.]
- Complete ISO 14001 certification for all factories by 2025 (goal completed [added: four years early] in 2021)
In [removed: April 2023,] [added: June 2024,] we published our [removed: second] [added: third] annual ESG report on our ESG activities, metrics and progress towards our goals in accordance with the Global Reporting Initiative Standards, as well as in alignment with the Sustainability Accounting Standards Board guidelines and the Task Force on Climate-related Financial Disclosures.
[removed: Both the ESG Council and ESG Working Group meet regularly, with the] [added: The] ESG Council [removed: reporting] [added: reports] regularly to our CEO on our ESG progress and actions.
Our progress towards our ESG goals was included as a performance multiplier in determining payouts under our [removed: 2023] [added: 2024] executive short-term incentive plan.
Increased regulation [removed: (including the pending Securities] and [removed: Exchange Commission ("SEC") and European Union requirements) and] other climate change concerns, however, could subject us to additional costs and restrictions, and we are not able to predict how such regulations or concerns would affect our business, operations or financial results.
As of December 31, [removed: 2023,] [added: 2024,] our global workforce consists of [removed: 71,000] [added: 72,000] colleagues (including [removed: 42,000] [added: 44,000] field professionals), with [removed: 44%] [added: 45%] in Asia, [removed: 33%] [added: 34%] in Europe, the Middle East and Africa [removed: (“EMEA”)] [added: ("EMEA")] and [removed: 23%] [added: 21%] in the Americas.
Approximately [removed: 63%] [added: 64%] of our U.S. workforce is covered by a collective bargaining agreement.
While our programs vary by location and eligibility, they [added: generally] include base and overtime pay, short-term incentive bonuses, long-term incentive pay in the form of stock awards, retirement plan benefits, health care and insurance benefits, tuition assistance through our Employee Scholar program, paid sick, bereavement, vacation, parental and family leaves, and wellness and employee assistance programs.
[removed: Training] [added: Hiring, Training, Development] and [removed: Development][added: Retention]
[removed: One of] [added: We seek others’ ideas, encourage innovation and empower] our [removed: flagship] [added: colleagues through various learning and development] programs [removed: is the “Employee] [added: that are aligned with our business strategy and are designed to contribute to our broader success such as our "Employee] Scholar [removed: Program”,] [added: Program",] a [removed: comprehensive,] company-sponsored education program that allows colleagues to expand their skills through degree or certification programs.
We aim to be both an [removed: equal-opportunity] [added: equal opportunity] employer of choice [removed: for people of broad perspectives] and [removed: experiences, cultures, genders, races, and generations, and] a place where [removed: every voice feels] [added: our colleagues feel] safe, welcomed and heard.
The Separation was completed pursuant to a Separation and Distribution Agreement ("Separation Agreement") and other agreements with UTC and Carrier related to the Separation, including but not limited to a [removed: transition services agreement ("TSA"), a] tax matters agreement ("TMA"), an employee matter agreement ("EMA") and an intellectual property agreement (the "Intellectual Property Agreement").
Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, dividends, share repurchases, tax rates, R&D spend, restructuring [added: or transformation] actions (including [removed: UpLift),] [added: UpLift and related reorganization and outsourcing activities),] credit ratings, net indebtedness and other measures of financial performance or potential future plans, strategies or transactions, or statements that relate to climate change and our intent to achieve certain ESG targets or goals, including operational impacts and costs associated therewith, and other statements that are not historical facts.
*SkyRise High-Rise*
*Escalators and Moving Walkways*
*eView In-Car Display*
We believe our business strategies allow us to:
- Sustain New Equipment growth;
- Accelerate Service portfolio growth;
- Deliver modernization value;
- Advance the digitalization of Otis; and
- Focus and empower the organization.
Otis has an integrated approach to ESG.
We are committed to managing our impact on the environment, aligning our products and services with our stakeholders’ expectations and aspirations.
We proactively engage in the communities where we live and work.
We focus on attracting, developing and retaining the best talent on the market.
- Near-term science-based greenhouse gas ("GHG") reduction targets:
▪Reduce absolute scope 1 and 2 GHG emissions 55% by 2033 from 2021 base year (with the target boundary including biogenic land-related emissions and removals from bioenergy feedstocks)
▪Reduce absolute scope 3 GHG emissions from purchased goods and services, business travel, and use of sold products 33% by 2033 from 2021 base year
- Source 100% of factory electricity from renewable energy by 2030
In April 2024, the Science Based Target Initiative ("SBTi") validated our near-term science-based GHG reduction targets.
Our new science-based targets replace our GHG target of 50% reduction in scope 1 and 2 GHG emissions by 2030 from 2019 base year.
Our climate transition plan is based on the implementation of major initiatives focused on energy management and operational efficiency across our factories, real estate and fleet.
We also engaged third parties for limited assurance covering certain Health & Safety, Environment & Impact, and People & Community metrics discussed in the ESG report.
In the Fall 2024, we conducted our initial double materiality assessment in accordance with the European Corporate Sustainability Reporting Directive.
The Company has developed an ESG governance model that supports our goals.
The Company's ESG Council, composed of senior leaders representing multiple functions within the Company, monitors our performance towards our ESG goals and addresses impacts and opportunities related to climate change, as well as those related to all other ESG programs.
Compensation and Benefits
We follow local labor laws that address minimum wages, insurance coverage of work-related accidents, severance pay and other employment provisions, including overtime and sick pay.
We follow local labor laws that address maximum working hours.
We position ourselves to attract and retain the best talent in the market and interact meaningfully in the global communities where we live and work.
We partner with universities and nonprofit organizations and use our Employee Resource Groups ("ERGs") to broaden our hiring pool to meet our hiring needs.
We also offer various programs to build leadership and functional capabilities and provide development initiatives through our colleague-led ERGs.
Our ERGs’ missions aim at fostering an inclusive work environment through engagement that positively impacts business outcomes.
We track our colleagues’ voluntary attrition rate to help us assess our workplace initiatives.
We also track our colleagues’ satisfaction through colleague surveys to anticipate attrition, as discussed further below.
Our commitment to fostering an inclusive workplace strengthens employee engagement and supports the retention of top talent.
*SkyRise*
*eView*
ESG is part of our culture and embedded in our long-term strategy.
The principles of ESG align with the foundation of our business: our Absolutes of Safety, Ethics, and Quality.
We strive to reduce the environmental impact of our own products, operations and services and those of our customers.
We foster a culture that embraces all voices and diverse points of view and proactively engages in the communities we serve.
We set goals within each of these areas and aligned them to the U.N. SDGs on which we can have the greatest impact.
- Achieve a 50% reduction of Scope 1 and Scope 2 emissions by 2030
- Reach carbon neutrality for factory electricity by 2030
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.
The Company's ESG Council monitors our performance towards our ESG goals.
The ESG Council is composed of senior leaders representing multiple functions within the Company, including Communications, Engineering, Environment, Health & Safety, Human Resources, Investor Relations, Legal, Quality & Continuous Improvement and Supply Chain.
Also, an internal ESG Working Group, comprised of subject matter experts, assists the ESG Council in developing and effectuating the Company's ESG strategy.
Compensation
See the “Environmental, Social and Governance ("ESG")” section of this Form 10-K above for more information regarding our ESG goals.
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 strive to emphasize development and training, as we believe that individual and corporate success is driven by lifelong learning and by empowering our colleagues.
As a result, we provide an extensive range of options and opportunities that vary based on a colleague's career stage and function.
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.
Having access to trained technicians is essential to our business.
We are increasing our professional network to reach out to more communities when hiring through partnerships, and have developed several apprenticeship, training and internship programs.
We have implemented initiatives to obtain access to a larger talent pool and increase the number of women in our mechanic population.
Inclusion & Diversity
To further accountability and transparency with respect to our progress, we maintain an Inclusion Advisory Group which is responsible for setting Otis' global inclusion strategy and priorities.
The Inclusion Advisory Group is composed of nine members representing cross-functional and cross-regional areas and one Otis Board member, and includes four annual rotating members and four permanent members, including our Chief Executive Officer and our Chief People Officer.
The Inclusion Advisory Group meets three times a year.
We have implemented various programs to support accelerating the development of our diverse talent, leadership and culture of inclusion.
Our global inclusive leadership learning program provides training through virtual learning and group conversations to identify and mitigate bias using a common approach and vocabulary.
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.
Our employee resource groups (“ERGs”) also play a significant role in our ability to attract, retain, and develop diverse talent, and build allies across the organization.
As ERGs are vital in nurturing a culture of inclusion at Otis, we are continuing to expand our ERG offerings globally by supporting all colleagues within the 4C framework (career, culture, community and customer) and partnering with them to further our inclusion initiatives.
Increasing colleague favorability for the inclusive culture category in the Company’s engagement survey is part of our thirteen published ESG goals.
An excerpt. Shown here: 40 of 45 rewritten, all 34 added and all 36 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Cover and table of contents
31 rewritten, 2 added, 1 removed, 115 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
][added: (2).jpg](https://www.sec.gov/Archives/edgar/data/1781335/000178133525000010/otis-20241231_g1.jpg)]
The aggregate market value of the voting Common Stock held by non-affiliates as of June 30, [removed: 2023] [added: 2024] was [removed: $36,614,205,287] [added: $38,593,945,633] based on the New York Stock Exchange closing price for such shares on that date.
[removed: At] [added: As of] January [removed: 19, 2024,] [added: 21, 2025,] there were [removed: 405,454,626] [added: 396,518,563] shares of Common Stock outstanding.
Part III hereof incorporates by reference portions of the Otis Worldwide Corporation Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders (the [removed: "2024] [added: "2025] Proxy Statement").
The [removed: 2024] [added: 2025] 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: 2023][added: 2024]
| [Item 1. [removed: Business](#ibf87c6c676cc413dbf7d72c3b52269bd_13)] [added: Business](#ibadcfc0f8dd64995a143243b9a7ee3cc_13)] | | | [removed: [1](#ibf87c6c676cc413dbf7d72c3b52269bd_13)] [added: [1](#ibadcfc0f8dd64995a143243b9a7ee3cc_13)] | | |
| [Cautionary Note Concerning Factors That May Affect Future [removed: Results](#ibf87c6c676cc413dbf7d72c3b52269bd_43)] [added: Results](#ibadcfc0f8dd64995a143243b9a7ee3cc_46)] | | | [removed: [9](#ibf87c6c676cc413dbf7d72c3b52269bd_43)] [added: [9](#ibadcfc0f8dd64995a143243b9a7ee3cc_46)] | | |
| [Item 1A. Risk [removed: Factors](#ibf87c6c676cc413dbf7d72c3b52269bd_46)] [added: Factors](#ibadcfc0f8dd64995a143243b9a7ee3cc_49)] | | | [removed: [10](#ibf87c6c676cc413dbf7d72c3b52269bd_46)] [added: [10](#ibadcfc0f8dd64995a143243b9a7ee3cc_49)] | | |
| [Item 1B. Unresolved Staff [removed: Comments](#ibf87c6c676cc413dbf7d72c3b52269bd_49)] [added: Comments](#ibadcfc0f8dd64995a143243b9a7ee3cc_52)] | | | [removed: [21](#ibf87c6c676cc413dbf7d72c3b52269bd_49)] [added: [21](#ibadcfc0f8dd64995a143243b9a7ee3cc_52)] | | |
| [Item 1C. [removed: Cybersecurity](#ibf87c6c676cc413dbf7d72c3b52269bd_549755814822)] [added: Cybersecurity](#ibadcfc0f8dd64995a143243b9a7ee3cc_55)] | | | [removed: [21](#ibf87c6c676cc413dbf7d72c3b52269bd_549755814822)] [added: [22](#ibadcfc0f8dd64995a143243b9a7ee3cc_55)] | | |
| [Item 2. [removed: Properties](#ibf87c6c676cc413dbf7d72c3b52269bd_52)] [added: Properties](#ibadcfc0f8dd64995a143243b9a7ee3cc_58)] | | | [removed: [23](#ibf87c6c676cc413dbf7d72c3b52269bd_52)] [added: [23](#ibadcfc0f8dd64995a143243b9a7ee3cc_58)] | | |
| [Item 3. Legal [removed: Proceedings](#ibf87c6c676cc413dbf7d72c3b52269bd_55)] [added: Proceedings](#ibadcfc0f8dd64995a143243b9a7ee3cc_61)] | | | [removed: [23](#ibf87c6c676cc413dbf7d72c3b52269bd_55)] [added: [23](#ibadcfc0f8dd64995a143243b9a7ee3cc_61)] | | |
| [Item 4. Mine Safety [removed: Disclosures](#ibf87c6c676cc413dbf7d72c3b52269bd_58)] [added: Disclosures](#ibadcfc0f8dd64995a143243b9a7ee3cc_64)] | | | [removed: [23](#ibf87c6c676cc413dbf7d72c3b52269bd_58)] [added: [23](#ibadcfc0f8dd64995a143243b9a7ee3cc_64)] | | |
| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer of Purchases of Equity [removed: Securities](#ibf87c6c676cc413dbf7d72c3b52269bd_64)] [added: Securities](#ibadcfc0f8dd64995a143243b9a7ee3cc_70)] | | | [removed: [24](#ibf87c6c676cc413dbf7d72c3b52269bd_64)] [added: [24](#ibadcfc0f8dd64995a143243b9a7ee3cc_70)] | | |
| [Item 6. [removed: \[Reserved\]](#ibf87c6c676cc413dbf7d72c3b52269bd_73)] [added: \[Reserved\]](#ibadcfc0f8dd64995a143243b9a7ee3cc_82)] | | | [removed: [25](#ibf87c6c676cc413dbf7d72c3b52269bd_73)] [added: [25](#ibadcfc0f8dd64995a143243b9a7ee3cc_82)] | | |
| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibf87c6c676cc413dbf7d72c3b52269bd_76)] [added: Operations](#ibadcfc0f8dd64995a143243b9a7ee3cc_85)] | | | [removed: [26](#ibf87c6c676cc413dbf7d72c3b52269bd_76)] [added: [26](#ibadcfc0f8dd64995a143243b9a7ee3cc_85)] | | |
| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibf87c6c676cc413dbf7d72c3b52269bd_115)] [added: Risk](#ibadcfc0f8dd64995a143243b9a7ee3cc_124)] | | | [removed: [44](#ibf87c6c676cc413dbf7d72c3b52269bd_115)] [added: [47](#ibadcfc0f8dd64995a143243b9a7ee3cc_124)] | | |
| [Item 8. Financial Statements and Supplementary [removed: Data](#ibf87c6c676cc413dbf7d72c3b52269bd_118)] [added: Data](#ibadcfc0f8dd64995a143243b9a7ee3cc_127)] | | | [removed: [46](#ibf87c6c676cc413dbf7d72c3b52269bd_118)] [added: [49](#ibadcfc0f8dd64995a143243b9a7ee3cc_127)] | | |
| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibf87c6c676cc413dbf7d72c3b52269bd_241)] [added: Disclosure](#ibadcfc0f8dd64995a143243b9a7ee3cc_253)] | | | [removed: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_241)] [added: [99](#ibadcfc0f8dd64995a143243b9a7ee3cc_253)] | | |
| [Item 9A. Controls and [removed: Procedures](#ibf87c6c676cc413dbf7d72c3b52269bd_244)] [added: Procedures](#ibadcfc0f8dd64995a143243b9a7ee3cc_256)] | | | [removed: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_244)] [added: [99](#ibadcfc0f8dd64995a143243b9a7ee3cc_256)] | | |
| [Item 9B. Other [removed: Information](#ibf87c6c676cc413dbf7d72c3b52269bd_247)] [added: Information](#ibadcfc0f8dd64995a143243b9a7ee3cc_259)] | | | [removed: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_247)] [added: [99](#ibadcfc0f8dd64995a143243b9a7ee3cc_259)] | | |
| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ibf87c6c676cc413dbf7d72c3b52269bd_250)] [added: Inspections](#ibadcfc0f8dd64995a143243b9a7ee3cc_262)] | | | [removed: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_250)] [added: [99](#ibadcfc0f8dd64995a143243b9a7ee3cc_262)] | | |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ibf87c6c676cc413dbf7d72c3b52269bd_256)] [added: Governance](#ibadcfc0f8dd64995a143243b9a7ee3cc_268)] | | | [removed: [93](#ibf87c6c676cc413dbf7d72c3b52269bd_256)] [added: [100](#ibadcfc0f8dd64995a143243b9a7ee3cc_268)] | | |
| [Item 11. Executive [removed: Compensation](#ibf87c6c676cc413dbf7d72c3b52269bd_259)] [added: Compensation](#ibadcfc0f8dd64995a143243b9a7ee3cc_271)] | | | [removed: [95](#ibf87c6c676cc413dbf7d72c3b52269bd_259)] [added: [101](#ibadcfc0f8dd64995a143243b9a7ee3cc_271)] | | |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibf87c6c676cc413dbf7d72c3b52269bd_262)] [added: Matters](#ibadcfc0f8dd64995a143243b9a7ee3cc_274)] | | | [removed: [95](#ibf87c6c676cc413dbf7d72c3b52269bd_262)] [added: [102](#ibadcfc0f8dd64995a143243b9a7ee3cc_274)] | | |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ibf87c6c676cc413dbf7d72c3b52269bd_265)] [added: Independence](#ibadcfc0f8dd64995a143243b9a7ee3cc_277)] | | | [removed: [96](#ibf87c6c676cc413dbf7d72c3b52269bd_265)] [added: [103](#ibadcfc0f8dd64995a143243b9a7ee3cc_277)] | | |
| [Item 14. Principal Accounting Fees and [removed: Services](#ibf87c6c676cc413dbf7d72c3b52269bd_268)] [added: Services](#ibadcfc0f8dd64995a143243b9a7ee3cc_280)] | | | [removed: [96](#ibf87c6c676cc413dbf7d72c3b52269bd_268)] [added: [103](#ibadcfc0f8dd64995a143243b9a7ee3cc_280)] | | |
| [Item 15. Exhibits and Financial Statement [removed: Schedule](#ibf87c6c676cc413dbf7d72c3b52269bd_274)] [added: Schedule](#ibadcfc0f8dd64995a143243b9a7ee3cc_286)] | | | [removed: [97](#ibf87c6c676cc413dbf7d72c3b52269bd_274)] [added: [104](#ibadcfc0f8dd64995a143243b9a7ee3cc_286)] | | |
| [Item 16. Form 10-K [removed: Summary](#ibf87c6c676cc413dbf7d72c3b52269bd_277)] [added: Summary](#ibadcfc0f8dd64995a143243b9a7ee3cc_289)] | | | [removed: [101](#ibf87c6c676cc413dbf7d72c3b52269bd_277)] [added: [109](#ibadcfc0f8dd64995a143243b9a7ee3cc_289)] | | |
| 2.875% Notes due 2027 | | | OTIS/27 | | | New York Stock Exchange | | |
| [SIGNATURES](#ibadcfc0f8dd64995a143243b9a7ee3cc_292) | | | [110](#ibadcfc0f8dd64995a143243b9a7ee3cc_292) | | |
| [SIGNATURES](#ibf87c6c676cc413dbf7d72c3b52269bd_280) | | | [102](#ibf87c6c676cc413dbf7d72c3b52269bd_280) | | |
Item 1C. Cybersecurity
6 rewritten, 0 added, 1 removed, 30 unchanged
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 [removed: and / or] [added: and/or] practicality of remediation.
While Otis has not experienced a material cybersecurity incident to date, [removed: 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 [removed: “Information] [added: "Information] security, data privacy and identity protection may require significant resources and present certain risks to our business, reputation and financial [removed: condition”, “Our] [added: 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 [removed: cyber-attacks] [added: cyberattacks] on information technology infrastructure and products and other business [removed: disruptions”] [added: disruptions"] and [removed: “We] [added: "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 [removed: success”.][added: success".]
Our Chief Digital Officer [removed: (“CDO”)] [added: ("CDO")] and Chief Information Security Officer [removed: (“CISO”)] [added: ("CISO")] regularly brief the Audit Committee and other members of the Board on the Otis Cybersecurity Program and cyber-threat landscape, including [removed: twice] [added: four times] in [removed: 2023.][added: 2024.]
Members of our Board also received briefings on risks associated with [removed: generative] [added: quantum computing,] artificial intelligence, data protection (including data privacy [removed: laws)] [added: laws), our incident response plan] and our IT infrastructure in [removed: 2023.][added: 2024.]
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 [removed: in early 2023,] two members of our Audit Committee attended a continuing education class related to cybersecurity through the National Association of Corporate Directors [removed: (“NACD”).][added: ("NACD") in 2023.]
Our CDO and CISO collectively have over [removed: 20] [added: 25] 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.
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.
Item 2. Properties
4 rewritten, 0 added, 0 removed, 4 unchanged
We have a direct physical presence in more than 70 countries with an overall property portfolio comprising approximately [removed: 15] [added: 14] million square feet of space.
We have approximately 2,300 facilities, of which approximately [removed: 45%, 42%] [added: 46%, 41%] and 13% of which are located in EMEA, Asia and the Americas, respectively.
Our fixed assets as of December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] are substantially in good operating condition.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
12 rewritten, 6 added, 5 removed, 12 unchanged
There were approximately [removed: 19,900] [added: 18,100] registered shareholders as of January [removed: 19, 2024.][added: 21, 2025.]
The following table and graph illustrate the total return from April 3, 2020 (date of Separation) through December 31, [removed: 2023,] [added: 2024,] 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 | | | December 31, 2020 | | | December 31, 2021 | | | December 31, 2022 | | | December 31, 2023 | | | [added: December 31, 2024 | | |]
| Otis | | | $ | 100 | | $ | 144 | | $ | 188 | | $ | 172 | | $ | 199 | | [added: $ | 209 | |]
| S&P 500 Index | | | 100 | | | 153 | | | 197 | | | 161 | | | 203 | | | [added: 254 | | |]
| S&P 500 Industrials Sector Index | | | 100 | | | 160 | | | 193 | | | 183 | | | 216 | | | [added: 253 | | |]
][added: 2024.jpg](https://www.sec.gov/Archives/edgar/data/1781335/000178133525000010/otis-20241231_g2.jpg)]
The following table provides information about our purchases during the quarter ended December 31, [removed: 2023] [added: 2024] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.
| [removed: 2023] [added: 2024] | | | | | | 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) | | |
| December 1 — December 31 | | | | | | [removed: 367] [added: —] | | | | | | [removed: 86.67] [added: —] | | | | | | [removed: 367] [added: —] | | | | | | $ | [removed: 1,200] [added: 200] | |
As of December 31, [removed: 2023,] [added: 2024,] the maximum dollar value of shares that may yet be purchased under this current program was approximately [removed: $1.2 billion.][added: $200 million.]
Under [removed: this program,] [added: these programs,] shares may be purchased on the open market, in privately negotiated transactions, under accelerated share repurchase programs or under plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| October 1 — October 31 | | | | | | 129 | | | | | | $ | 98.57 | | | | | 129 | | | | | | $ | 387 | |
| November 1 — November 30 | | | | | | 1,863 | | | | | | 100.52 | | | | | | 1,863 | | | | | | $ | 200 | |
| Total | | | | | | 1,992 | | | | | | $ | 100.40 | | | | | 1,992 | | | | | | | | |
On January 16, 2025, our Board of Directors revoked any remaining share repurchase authority under the prior share repurchase program and approved a new share repurchase program for up to $2.0 billion of Common Stock.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| October 1 — October 31 | | | | | | 602 | | | | | | $ | 76.48 | | | | | 602 | | | | | | $ | 1,379 | |
| November 1 — November 30 | | | | | | 1,809 | | | | | | 81.39 | | | | | | 1,809 | | | | | | $ | 1,232 | |
| Total | | | | | | 2,778 | | | | | | $ | 81.02 | | | | | 2,778 | | | | | | | | |
Item 8. Financial Statements and Supplementary Data
609 rewritten, 233 added, 108 removed, 872 unchanged
| [Management's Report on Internal Control Over Financial [removed: Reporting](#ibf87c6c676cc413dbf7d72c3b52269bd_130)] [added: Reporting](#ibadcfc0f8dd64995a143243b9a7ee3cc_139)] | | | | | | [removed: [47](#ibf87c6c676cc413dbf7d72c3b52269bd_130)] [added: [50](#ibadcfc0f8dd64995a143243b9a7ee3cc_139)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#ibf87c6c676cc413dbf7d72c3b52269bd_133)] [added: Firm](#ibadcfc0f8dd64995a143243b9a7ee3cc_142)] (PCAOB ID 238) | | | | | | [removed: [48](#ibf87c6c676cc413dbf7d72c3b52269bd_133)] [added: [51](#ibadcfc0f8dd64995a143243b9a7ee3cc_142)] | | |
| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#ibf87c6c676cc413dbf7d72c3b52269bd_136)[3](#ibf87c6c676cc413dbf7d72c3b52269bd_136)[, 202](#ibf87c6c676cc413dbf7d72c3b52269bd_136)[2](#ibf87c6c676cc413dbf7d72c3b52269bd_136) [and](#ibf87c6c676cc413dbf7d72c3b52269bd_136) [2021](#ibf87c6c676cc413dbf7d72c3b52269bd_136)] [added: 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_145)[4](#ibadcfc0f8dd64995a143243b9a7ee3cc_145)[, 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_145)[3](#ibadcfc0f8dd64995a143243b9a7ee3cc_145) [and 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_145)[2](#ibadcfc0f8dd64995a143243b9a7ee3cc_145)] | | | | | | [removed: [50](#ibf87c6c676cc413dbf7d72c3b52269bd_136)] [added: [53](#ibadcfc0f8dd64995a143243b9a7ee3cc_145)] | | |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#ibf87c6c676cc413dbf7d72c3b52269bd_139)[3](#ibf87c6c676cc413dbf7d72c3b52269bd_139)[, 202](#ibf87c6c676cc413dbf7d72c3b52269bd_139)[2](#ibf87c6c676cc413dbf7d72c3b52269bd_139)] [added: 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_148)[4](#ibadcfc0f8dd64995a143243b9a7ee3cc_148)[, 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_148)[3](#ibadcfc0f8dd64995a143243b9a7ee3cc_148)] [and [removed: 20](#ibf87c6c676cc413dbf7d72c3b52269bd_139)[21](#ibf87c6c676cc413dbf7d72c3b52269bd_139)] [added: 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_148)[2](#ibadcfc0f8dd64995a143243b9a7ee3cc_148)] | | | | | | [removed: [51](#ibf87c6c676cc413dbf7d72c3b52269bd_139)] [added: [54](#ibadcfc0f8dd64995a143243b9a7ee3cc_148)] | | |
| [Consolidated Balance Sheets as of December 31, [removed: 2023 and 2022](#ibf87c6c676cc413dbf7d72c3b52269bd_142)] [added: 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_151)[4](#ibadcfc0f8dd64995a143243b9a7ee3cc_151) [and 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_151)[3](#ibadcfc0f8dd64995a143243b9a7ee3cc_151)] | | | | | | [removed: [52](#ibf87c6c676cc413dbf7d72c3b52269bd_142)] [added: [55](#ibadcfc0f8dd64995a143243b9a7ee3cc_151)] | | |
| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 202](#ibf87c6c676cc413dbf7d72c3b52269bd_145)[3](#ibf87c6c676cc413dbf7d72c3b52269bd_145)[, 202](#ibf87c6c676cc413dbf7d72c3b52269bd_145)[2](#ibf87c6c676cc413dbf7d72c3b52269bd_145)] [added: 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_154)[4](#ibadcfc0f8dd64995a143243b9a7ee3cc_154)[, 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_154)[3](#ibadcfc0f8dd64995a143243b9a7ee3cc_154)] [and [removed: 20](#ibf87c6c676cc413dbf7d72c3b52269bd_145)[21](#ibf87c6c676cc413dbf7d72c3b52269bd_145)] [added: 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_154)[2](#ibadcfc0f8dd64995a143243b9a7ee3cc_154)] | | | | | | [removed: [53](#ibf87c6c676cc413dbf7d72c3b52269bd_145)] [added: [56](#ibadcfc0f8dd64995a143243b9a7ee3cc_154)] | | |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#ibf87c6c676cc413dbf7d72c3b52269bd_148)[3](#ibf87c6c676cc413dbf7d72c3b52269bd_148)[, 202](#ibf87c6c676cc413dbf7d72c3b52269bd_148)[2](#ibf87c6c676cc413dbf7d72c3b52269bd_148)] [added: 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_157)[4](#ibadcfc0f8dd64995a143243b9a7ee3cc_157)[, 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_157)[3](#ibadcfc0f8dd64995a143243b9a7ee3cc_157)] [and [removed: 20](#ibf87c6c676cc413dbf7d72c3b52269bd_148)[21](#ibf87c6c676cc413dbf7d72c3b52269bd_148)] [added: 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_157)[2](#ibadcfc0f8dd64995a143243b9a7ee3cc_157)] | | | | | | [removed: [54](#ibf87c6c676cc413dbf7d72c3b52269bd_148)] [added: [57](#ibadcfc0f8dd64995a143243b9a7ee3cc_157)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ibf87c6c676cc413dbf7d72c3b52269bd_151)] [added: Statements](#ibadcfc0f8dd64995a143243b9a7ee3cc_160)] | | | | | | [removed: [55](#ibf87c6c676cc413dbf7d72c3b52269bd_151)] [added: [59](#ibadcfc0f8dd64995a143243b9a7ee3cc_160)] | | |
| [Financial Statement Schedule - Schedule II — Valuation and Qualifying Accounts for the years ended December 31, [removed: 2023, 2022 and 2021](#ibf87c6c676cc413dbf7d72c3b52269bd_238)] [added: 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_250)[4](#ibadcfc0f8dd64995a143243b9a7ee3cc_250)[, 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_250)[3](#ibadcfc0f8dd64995a143243b9a7ee3cc_250) [and 202](#ibadcfc0f8dd64995a143243b9a7ee3cc_250)[2](#ibadcfc0f8dd64995a143243b9a7ee3cc_250)] | | | | | | [removed: [92](#ibf87c6c676cc413dbf7d72c3b52269bd_238)] [added: [98](#ibadcfc0f8dd64995a143243b9a7ee3cc_250)] | | |
Management has assessed the effectiveness of Otis' internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
Management concluded that based on its assessment, Otis' internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]
The effectiveness of Otis' internal control over financial reporting, as of December 31, [removed: 2023,] [added: 2024,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
We have audited the accompanying consolidated balance sheets of Otis Worldwide Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
As described in Notes 2 and 22 to the consolidated financial statements, the Company recognized [removed: $5.8] [added: $5.4] billion and [removed: $1.5] [added: $1.7] billion of revenue from new equipment and modernization contracts, respectively, for the year ended December 31, [removed: 2023.][added: 2024.]
Management reviews cost estimates [added: for modification] on significant new equipment and modernization contracts on a quarterly basis [added: and when circumstances change] and, for others, no less frequently than annually or when circumstances change and warrant a modification to a previous estimate.
| (dollars in millions, except per share amounts; shares in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Product sales | | | | | | $ | [removed: 5,812] [added: 5,367] | | | | | $ | [removed: 5,864] [added: 5,812] | | | | | $ | [removed: 6,428] [added: 5,864] | |
| Service sales | | | | | | [removed: 8,397] [added: 8,894] | | | | | | [removed: 7,821] [added: 8,397] | | | | | | [removed: 7,870] [added: 7,821] | | |
| | | | | | | [removed: 14,209] [added: 14,261] | | | | | | [removed: 13,685] [added: 14,209] | | | | | | [removed: 14,298] [added: 13,685] | | |
| Cost of products sold | | | | | | [removed: 4,843] [added: 4,459] | | | | | | [removed: 4,949] [added: 4,843] | | | | | | [removed: 5,293] [added: 4,949] | | |
| Cost of services sold | | | | | | [removed: 5,173] [added: 5,545] | | | | | | [removed: 4,816] [added: 5,173] | | | | | | [removed: 4,812] [added: 4,816] | | |
| Research and development | | | | | | [removed: 144] [added: 152] | | | | | | [removed: 150] [added: 144] | | | | | | [removed: 159] [added: 150] | | |
| Selling, general and administrative | | | | | | [removed: 1,884] [added: 1,861] | | | | | | [removed: 1,763] [added: 1,884] | | | | | | [removed: 1,948] [added: 1,763] | | |
| | | | | | | [removed: 12,044] [added: 12,017] | | | | | | [removed: 11,678] [added: 12,044] | | | | | | [removed: 12,212] [added: 11,678] | | |
| Other income (expense), net | | | | | | [removed: 21] [added: (236)] | | | | | | [removed: 26] [added: 21] | | | | | | [removed: 22] [added: 26] | | |
| Operating profit | | | | | | [removed: 2,186] [added: 2,008] | | | | | | [removed: 2,033] [added: 2,186] | | | | | | [removed: 2,108] [added: 2,033] | | |
| Non-service pension cost (benefit) | | | | | | [removed: 5] [added: —] | | | | | | [removed: 2] [added: 5] | | | | | | [removed: 11] [added: 2] | | |
| Interest expense (income), net | | | | | | [removed: 150] [added: (31)] | | | | | | [removed: 143] [added: 150] | | | | | | [removed: 136] [added: 143] | | |
| Net income before income taxes | | | | | | [removed: 2,031] [added: 2,039] | | | | | | [removed: 1,888] [added: 2,031] | | | | | | [removed: 1,961] [added: 1,888] | | |
| Income tax expense | | | | | | [removed: 533] [added: 305] | | | | | | [removed: 519] [added: 533] | | | | | | [removed: 541] [added: 519] | | |
| Net income | | | | | | [removed: 1,498] [added: 1,734] | | | | | | [removed: 1,369] [added: 1,498] | | | | | | [removed: 1,420] [added: 1,369] | | |
| Less: Noncontrolling interest in subsidiaries' earnings | | | | | | [removed: 92] [added: 89] | | | | | | [removed: 116] [added: 92] | | | | | | [removed: 174] [added: 116] | | |
| Net income attributable to Otis Worldwide Corporation | | | | | | $ | [removed: 1,406] [added: 1,645] | | | | | $ | [removed: 1,253] [added: 1,406] | | | | | $ | [removed: 1,246] [added: 1,253] | |
| Basic | | | | | | $ | [removed: 3.42] [added: 4.10] | | | | | $ | [removed: 2.98] [added: 3.42] | | | | | $ | [removed: 2.91] [added: 2.98] | |
| Diluted | | | | | | $ | [removed: 3.39] [added: 4.07] | | | | | $ | [removed: 2.96] [added: 3.39] | | | | | $ | [removed: 2.89] [added: 2.96] | |
| Basic shares | | | | | | [removed: 411.4] [added: 401.7] | | | | | | [removed: 420.0] [added: 411.4] | | | | | | [removed: 427.7] [added: 420.0] | | |
| Diluted shares | | | | | | [removed: 414.6] [added: 404.4] | | | | | | [removed: 423.0] [added: 414.6] | | | | | | [removed: 431.4] [added: 423.0] | | |
| by: | | | /s/ CRISTINA MÉNDEZ | | |
| | | | Cristina Méndez | | |
In developing the cost estimates, management utilizes a combination of the historical costs and expected costs considering current circumstances.
February 4, 2025
| (dollars in millions) | | | | | | 2024 | | | | | | 2023 | | |
| Net income | | | | | | — | | | | | | — | | | | | | 1,645 | | | | | | — | | | | | | 1,645 | | | | | | 80 | | | | | | 1,725 | | | | | | 9 | | |
| Balance as of December 31, 2024 | | | | | | $ | 265 | | | | | $ | (3,390) | | | | | $ | (978) | | | | | $ | (745) | | | | | $ | (4,848) | | | | | $ | 63 | | | | | $ | (4,785) | | | | | $ | 57 | |
| Gain from reversal of German Tax Litigation interest accrual (Note 1) | | | | | | (50) | | | | | | — | | | | | | — | | |
German Tax Litigation
In August 2024, we received a favorable ruling regarding a tax litigation in Germany.
As a result, income tax benefits of approximately $185 million and related interest income of approximately $200 million are included in Income tax expense (benefit) and Interest expense (income), net, respectively, in the Consolidated Statements of Operations for 2024.
The income tax benefits are recorded as an income tax receivable in Other current assets in the Consolidated Balance Sheets as of December 31, 2024.
The interest income includes the reversal of an interest accrual of $50 million and recognition of an interest receivable of approximately $140 million reflected in Accrued liabilities and Other current assets, respectively, in the Consolidated Balance Sheets as of December 31, 2024.
Pursuant to the Tax Matters Agreement ("TMA") with RTX Corporation ("RTX", our former parent), the Company recorded indemnification expense of $194 million for amounts due to RTX resulting from the outcome of this tax litigation in Germany.
This expense is included in Other expense (income), net in the Consolidated Statements of Operations 2024, and the resulting amounts due to RTX are included in Accrued liabilities in the Consolidated Balance Sheets as of December 31, 2024.
See Note 15, "Income Taxes" and Note 21, "Contingencies" for additional information.
Acquisitions of Noncontrolling Interests
In 2024, we purchased all of the outstanding shares of our consolidated subsidiary in Japan from the noncontrolling shareholders for approximately $70 million.
In developing our cost estimates, we utilize a combination of our historical cost experience and expected costs considering current circumstances.
These fixed payments are generally received as we progress the performance obligations to the customers.
Additionally, in 2024, we have initiated new programs with payment terms of 240 days from the invoice date.
The changes in outstanding obligations confirmed as valid by the Company under its supplier finance programs for 2024 are as follows:
| (dollars in millions) | | | | | | 2024 | | |
| Confirmed obligations outstanding as of January 1 | | | | | | $ | 627 | |
| Invoices confirmed during the year | | | | | | 2,118 | | |
| Confirmed invoices paid during the year | | | | | | (2,013) | | |
| Confirmed obligations outstanding as of December 31 | | | | | | $ | 714 | |
Derivatives are used to hedge foreign currency denominated balance sheet items and commodity prices for
We adopted this standard effective for the reporting period December 31, 2024.
The adoption of this standard resulted in additional disclosure.
See Note 22, "Segment Financial Data" for further details.
Adoption of this ASU will result in additional disclosure, but will not impact our consolidated financial position, results of operations, or cash flows.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): *Disaggregation of Income Statement Expenses*.
The amendments in this update require disclosure, in the notes to financial statements, on disaggregated information about specific categories underlying certain income statement expense line items that are considered relevant which among other items include items such as the purchase of inventory, employee compensation, depreciation, and intangible asset amortization.
The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026.
Early adoption is permitted.
Adoption of this ASU will result in additional disclosure, but will not impact our consolidated financial position, results of operations, or cash flows.
| (dollars in millions, except per share amounts; shares in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| Basic | | | | | | $ | 4.10 | | | | | $ | 3.42 | | | | | $ | 2.98 | |
| Diluted | | | | | | $ | 4.07 | | | | | $ | 3.39 | | | | | $ | 2.96 | |
| by: | | | /s/ ANURAG MAHESHWARI | | |
| | | | Anurag Maheshwari | | |
February 2, 2024
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of December 31, 2020 | | | | | | $ | 59 | | | | | $ | — | | | | | $ | (3,106) | | | | | $ | (815) | | | | | $ | (3,862) | | | | | $ | 467 | | | | | $ | (3,395) | | | | | $ | 194 | |
| Net income | | | | | | — | | | | | | — | | | | | | 1,246 | | | | | | — | | | | | | 1,246 | | | | | | 163 | | | | | | 1,409 | | | | | | 11 | | |
| Proceeds from borrowings (maturities longer than 90 days) | | | | | | — | | | | | | — | | | | | | 152 | | |
| Repayments of borrowings (maturities longer than 90 days) | | | | | | — | | | | | | — | | | | | | (503) | | |
Zardoya Otis Tender Offer
See Note 9, "Borrowings and Lines of Credit" for additional information regarding financing agreements entered into by the Company and its subsidiaries in connection with the Tender Offer.
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.
Under the TSA, which was substantially completed as of December 31, 2021, RTX provided the Company certain services and we provided certain services to RTX.
Non-recurring Separation costs in 2023 and 2022 were insignificant.
Separation-related costs in 2021 primarily consisted of costs to exit from certain services previously provided under the TSA and other transaction-related costs to transition to being a standalone public company.
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.
| Impact of redeemable noncontrolling interest | | | | | | — | | | | | | — | | | | | | — | | |
Contract assets increased by $53 million during 2023 as a result of the progression of current contracts and timing of billing on customer contracts.
Contract liabilities increased by $30 million during 2023, primarily due to billings on contracts in excess of revenue earned.
| | | | | | | 3,668 | | | | | | 3,509 | | |
| | | | | | | | | | | | | 1,959 | | | | | | 1,870 | | |
| | | | | | | | | | | | | $ | 727 | | | | | $ | 719 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| New Equipment | | | | | | $ | 336 | | | | | $ | — | | | | | $ | (26) | | | | | $ | (18) | | | | | $ | 292 | |
| Service | | | | | | 1,331 | | | | | | 18 | | | | | | (3) | | | | | | (71) | | | | | | 1,275 | | |
| Total | | | | | | $ | 1,667 | | | | | $ | 18 | | | | | $ | (29) | | | | | $ | (89) | | | | | $ | 1,567 | |
1 The sale of our Russia business included $29 million of goodwill.
For additional information, refer to the subheading "Disposals and Held for Sale Assets and Liabilities" below.
| | | | | | | 2,065 | | | | | | (1,737) | | | | | | | | | | | | 2,020 | | | | | | (1,657) | | |
On March 11, 2021, we issued ¥21.5 billion Japanese Yen denominated ($199 million), unsecured, unsubordinated 5-year notes due March 2026 (the "Yen Notes").
The net proceeds of the Yen Notes were used to fund a portion of the repayment of our outstanding commercial paper.
The Yen Notes qualify as a net investment hedge against our investments in Japanese businesses.
As of December 31, 2023, the net investment hedge is deemed to be effective.
Refer to Note 17, "Financial Instruments" for further details on net investment hedges.
On September 22, 2021, we entered into a €1.65 billion bridge loan credit agreement (the "Bridge Credit Facility") and related guarantees in connection with the Tender Offer, which was intended to be drawn only to the extent we did not obtain permanent debt financing prior to the settlement date of the Tender Offer.
On November 12, 2021, we issued €1.6 billion Euro denominated ($1.8 billion), unsecured, unsubordinated notes (the "Euro Notes").
The net proceeds of the Euro Notes were used to fund the Tender Offer.
Upon issuing the Euro Notes, the Bridge Credit Facility and related guarantees were terminated.
| 0.934% notes due 2031 (€500 million principal value) | | | | | | 548 | | | | | | 531 | | |
An excerpt. Shown here: 40 of 609 rewritten, 40 of 233 added and 40 of 108 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
3 rewritten, 0 added, 0 removed, 6 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 [added: Chair,] President and Chief Executive Officer ("CEO"), the Executive Vice President and Chief Financial Officer ("CFO") and the [added: Senior] 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: 2023.][added: 2024.]
Based upon our evaluation, our CEO, our CFO and our CAO have concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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.
There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2023,] [added: 2024,] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 10. Directors, Executive Officers and Corporate Governance
12 rewritten, 7 added, 1 removed, 11 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: 2024] [added: 2025] Annual Meeting of Shareholders titled "Corporate governance" (under the subheadings "Proposal 1: Election of directors", "Our Board leadership structure", [removed: "Board committees"] [added: "Areas of Board oversight"] and "Our [removed: board] [added: Board] nominees").
| Name | | | | | | Position | | | | | | Other Business Experience Since [removed: 1/1/2019] [added: 1/1/2020] | | | | | | Age as of [removed: 2/2/2024] [added: 2/4/2025] | | |
| Tracy A. Embree | | | | | | President, Otis Americas (since October 2023) | | | | | | Vice President and President - Distribution, Cummins, Inc.; Vice President and President - Components, Cummins, Inc. | | | | | | [removed: 50] [added: 51] | | |
| Neil Green | | | | | | Executive Vice President and Chief Digital Officer (since April 2020) | | | | | | Vice President, Transformation and Chief Digital Officer, Otis | | | | | | [removed: 53] [added: 54] | | |
| 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: 52] [added: 53] | | |
| Sally A. Loh | | | | | | President, Otis China (since March 2023) | | | | | | Chief Operating Officer and Chief Financial Officer, Otis China; Chief Financial Officer, Otis China | | | | | | [removed: 50] [added: 51] | | |
| Abbe Luersman | | | | | | Executive Vice President and Chief People Officer (since July 2021) | | | | | | Chief Human Resource Officer, Ahold Delhaize | | | | | | [removed: 56] [added: 57] | | |
| Judith F. Marks | | | | | | Chair, President and Chief Executive Officer (since February 2022) | | | | | | President and Chief Executive Officer, Otis | | | | | | [removed: 60] [added: 61] | | |
| 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. | | | | | | [removed: 46] [added: 47] | | |
| Stephane de Montlivault | | | | | | President, Otis Asia Pacific (since April 2020) | | | | | | President, Otis Asia Pacific | | | | | | [removed: 64] [added: 65] | | |
| Michael P. Ryan | | | | | | Senior Vice President and Chief Accounting Officer (since April 2020) | | | | | | Vice President and Assistant Controller, UTC | | | | | | [removed: 54] [added: 55] | | |
Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of 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.
| Cristina Méndez | | | | | | Executive Vice President and Chief Financial Officer (since August 2024) | | | | | | Senior Vice President Finance and Transformation, EMEA; Chief Controlling Officer and Deputy CFO, Telefónica Deutschland | | | | | | 44 | | |
The Company has adopted an insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by its directors, officers, employees and subsidiaries and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.
Additionally, our Board of Directors has approved a share repurchase program, which allows the Company to purchase shares on the open market, in privately negotiated transactions, under accelerated share repurchase programs or under plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act.
While the Company does not have a formal written policy governing the purchase, sale, and/or any other dispositions of its securities by the Company, the Company has developed procedures that are designed to promote compliance with insider trading laws, rules and regulations with respect to the Company's share repurchase program.
For more information regarding our share repurchase program, see Part II.
Item 5 of this Form 10-K.
| 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 | | | | | | 50 | | |
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: 2024] [added: 2025] Annual Meeting of Shareholders titled [removed: "Executive compensation",] "Compensation of [removed: directors"] [added: directors", "Executive compensation"] 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: 2024] [added: 2025] Annual Meeting of Shareholders titled "Other important information" under the subheading "Stock ownership" [removed: (“Beneficial] [added: ("Beneficial] stock ownership of directors and executive officers" and "Certain beneficial [removed: owners”).][added: owners").]
The following table provides information as of December 31, [removed: 2023] [added: 2024] 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: 866,801] [added: 747,239] 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: 29, 2023] [added: 31, 2024] of [removed: $89.47.][added: $92.61.]
(2) Represents the maximum number of shares of Common Stock available to be awarded under the LTIP as of December 31, [removed: 2023.][added: 2024.]
| Equity compensation plans approved by shareholders | | | | | | 3,635,709 | | | | | | (1) | | | $71.52 | | | | | | | | | | | | 19,374,690 | | | | | | (2) | | |
| Equity compensation plans approved by shareholders | | | | | | 3,951,939 | | | | | | (1) | | | $67.44 | | | | | | | | | | | | 22,405,339 | | | | | | (2) | | |
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by Item 13 is incorporated herein by reference to the sections of our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of 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").
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by Item 14 is incorporated by reference to the section of our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders titled "Proposal 3: Appoint an independent auditor for [removed: 2024",] [added: 2025",] including the information provided in that section with regard to "Audit Fees", "Audit-Related Fees", "Tax Fees" and "All Other Fees".
Item 15. Exhibits and Financial Statement Schedules
75 rewritten, 174 added, 4 removed, 13 unchanged
| Exhibit Number | | | | | | Exhibit Description | | | [added: | | |]
| 2.1 | | | | | | [Separation and Distribution Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation, incorporated by reference to Exhibit 2.1 of the Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex2-1.htm) | | | [added: | | |]
| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of Otis Worldwide Corporation, incorporated by reference to Exhibit 3.1(b) of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex3-1b.htm) | | | [added: | | |]
| 3.2 | | | | | | [Amended and Restated Bylaws of Otis Worldwide Corporation, incorporated by reference to Exhibit 3.2 of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex3-2.htm) | | | [added: | | |]
| 4.1 | | | | | | [Indenture, dated February 27, 2020, between Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1 to Otis’ Amendment No. 1 to Registration Statement on Form 10 (Commission file number 001-39221) filed with the SEC on March 11, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120005505/nt10003666x13_ex4-1.htm) | | | [added: | | |]
| 4.2 | | | | | | [Supplemental Indenture No. 1, dated February 27, 2020, between Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.2 to Otis’ Amendment No. 1 to Registration Statement on Form 10 (Commission file number 001-39221) filed with the SEC on March 11, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120005505/nt10003666x13_ex4-2.htm) | | | [added: | | |]
| 4.3 | | | | | | [Supplemental Indenture No. 2, dated as of March 11, 2021, between Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on March 11, 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000114036121008126/nt10020973x4_ex4-1.htm) | | | [added: | | |]
| 4.4 | | | | | | [Indenture, dated as of November 12, 2021, among Otis Worldwide Corporation, Highland Holdings S.à r.l. and The Bank of New York Mellon Trust Company, N.A., as trustee., incorporated by reference to Exhibit 4.1 to Otis' Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on November 12, 2021.](https://www.sec.gov/Archives/edgar/data/0001781335/000114036121037676/ny20001079x6_ex4-1.htm) | | | [added: | | |]
| 4.5 | | | | | | [Supplemental Indenture No. 1, dated as of November 12, 2021, among Otis Worldwide Corporation, Highland Holdings S.à r.l and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 of Otis’ Current Report on 8-K (Commission file number 001-39221) filed with the SEC on November 12, 2021).](https://www.sec.gov/Archives/edgar/data/0001781335/000114036121037676/ny20001079x6_ex4-2.htm) | | | [added: | | |]
| 4.6 | | | | | | [Supplemental Indenture No. 3, dated as of August 16, 2023, between Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to Otis' Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on August 16, 2023.](https://www.sec.gov/Archives/edgar/data/1781335/000114036123040089/ny20009893x4_ex4-1.htm) | | | [added: | | |]
| [removed: 4.7] [added: 4.9] | | | | | | [Description of [removed: Securities.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit472023-12x3110xk.htm)] [added: Securities.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133525000010/exhibit492024-12x3110xk.htm)] | | | [added: | | |]
| 10.1 | | | | | | [removed: [Transition Services] [added: [Tax Matters] Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global [removed: Corporation,] [added: Corporation] incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-1.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-2.htm)] | | | [added: | | |]
| 10.2 | | | | | | [removed: [Tax] [added: [Employee] Matters Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-2.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-3.htm)] | | | [added: | | |]
| 10.3 | | | | | | [removed: [Employee Matters] [added: [Intellectual Property] Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global [removed: Corporation] [added: Corporation,] incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-3.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-4.htm)] | | | [added: | | |]
| 10.4 | | | | | | [removed: [Intellectual Property Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis] [added: [Otis] Worldwide Corporation [removed: and Carrier Global Corporation,] [added: 2020 Long-Term Incentive Plan,] incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-4.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-5.htm)] | | | [added: | | |]
| 10.5 | | | | | | [Otis Worldwide Corporation [removed: 2020 Long-Term Incentive] [added: Change in Control Severance] Plan, incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-5.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-6.htm)] | | | [added: | | |]
| 10.6 | | | | | | [Otis Worldwide Corporation [removed: Change in Control Severance Plan,] [added: Executive Annual Bonus Plan] incorporated by reference to Exhibit [removed: 10.6] [added: 10.7] of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-6.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-7.htm)] | | | [added: | | |]
| 10.7 | | | | | | [Otis Worldwide Corporation [removed: Executive Annual Bonus Plan] [added: Pension Preservation Plan,] incorporated by reference to Exhibit [removed: 10.7] [added: 10.8] of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, [removed: 2020;](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-7.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-8.htm)] | | | [added: | | |]
| | | | | | | [Amendment No. 1 to Otis Worldwide Corporation Executive Annual Bonus Plan, incorporated by reference to Exhibit 10.3 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/exhibit1032021-06x3010xq.htm) | | | [added: | | |]
| 10.8 | | | | | | [Otis Worldwide Corporation [removed: Pension Preservation Plan,] [added: Retirement Plan for Third Country National Employees,] incorporated by reference to Exhibit [removed: 10.8] [added: 10.9] of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-8.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-9.htm)] | | | [added: | | |]
| [removed: 10.9] [added: 10.10] | | | | | | [removed: [Otis] [added: [French Sub-Plan for Restricted Stock Units Granted Under the Otis] Worldwide Corporation [removed: Retirement Plan for Third Country National Employees,] [added: 2020 Long-Term Incentive Plan,] incorporated by reference to Exhibit [removed: 10.9] [added: 10.11] of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on April 3, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-9.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-11.htm)] | | | [added: | | |]
| [removed: 10.10] [added: 10.9] | | | | | | [Otis Worldwide Corporation Board of Directors Deferred Stock Unit Plan (Amended and Restated effective as of February 4, 2021), incorporated by reference to Exhibit 10.4 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/exhibit1042021-06x3010xq.htm) | | | [added: | | |]
| 10.11 | | | | | | [removed: [French Sub-Plan] [added: [Schedule of Terms] for Restricted Stock [removed: Units Granted Under] [added: Unit Awards granted under] the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit [removed: 10.11 of] [added: 10.8 to] Otis’ [removed: Current Report] [added: Registration Statement] on Form [removed: 8-K] [added: 10] (Commission file number 001-39221) filed with the SEC on [removed: April 3, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120007885/nc10010458x4_ex10-11.htm)] [added: February 7, 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-8.htm)] | | | [added: | | |]
| 10.12 | | | | | | [Schedule of Terms for Restricted Stock Unit Awards [added: (Off-Cycle)] granted under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit [removed: 10.8] [added: 10.9] 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_ex10-8.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-9.htm)] | | | [added: | | |]
| [removed: 10.13] [added: 10.14] | | | | | | [Schedule of Terms for [removed: Restricted] Stock [removed: Unit] [added: Appreciation Right] Awards (Off-Cycle) granted under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit [removed: 10.9] [added: 10.11] 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_ex10-9.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-11.htm)] | | | [added: | | |]
| [removed: 10.14] [added: 10.13] | | | | | | [Schedule of Terms for Stock Appreciation Right Awards granted under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.10 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_ex10-10.htm) | | | [added: | | |]
| 10.15 | | | | | | [Schedule of Terms for [removed: Stock Appreciation Right] [added: Performance Share Unit] Awards [removed: (Off-Cycle)] granted under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit [removed: 10.11] [added: 10.12] 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_ex10-11.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-12.htm)] | | | [added: | | |]
| [removed: 10.16] [added: 10.19] | | | | | | [removed: [Schedule of Terms for] [added: [Otis Worldwide Corporation LTIP] Performance Share Unit [removed: Awards granted under the Otis Worldwide Corporation 2020 Long-Term Incentive] [added: Deferral] Plan, incorporated by reference to Exhibit [removed: 10.12] [added: 10.17] 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_ex10-12.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-17.htm)] | | | [added: | | |]
| [removed: 10.17] [added: 10.16] | | | | | | [Otis Worldwide Corporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.14 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_ex10-14.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-14.htm)] | | | [added: | | |]
| | | | | | | [Amendment No. 1 to the Otis Worldwide Corporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.17 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/exhibit10172021-12x3110xk.htm) | | | [added: | | |]
| [removed: 10.18] [added: 10.17] | | | | | | [Otis Worldwide Corporation Amended and Restated Savings Restoration Plan, incorporated by reference to Exhibit 10.15 to Otis’ Amendment No. 1 to Registration Statement on Form 10 (Commission file number 001-39221) filed with the SEC on March 11, [removed: 2020;](https://www.sec.gov/Archives/edgar/data/1781335/000114036120005505/nt10003666x13_ex10-15.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120005505/nt10003666x13_ex10-15.htm)] | | | [added: | | |]
| | | | | | | [Amendment No. 1 to Otis Worldwide Corporation Amended and Restated Savings Restoration Plan, incorporated by reference to Exhibit 10.1 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/exhibit1012021-03x3110xq.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1781335/000178133521000034/exhibit1012021-03x3110xq.htm)] | | | [added: | | |]
| | | | | | | [Amendment No. 2 to the Otis Worldwide Corporation Amended and Restated Savings Restoration Plan, incorporated by reference to Exhibit 10.18 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/exhibit10182021-12x3110xk.htm) | | | [added: | | |]
| [removed: 10.19] [added: 10.18] | | | | | | [Otis Worldwide Corporation Company Automatic Contribution Excess Plan, incorporated by reference to Exhibit 10.16 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_ex10-16.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-16.htm)] | | | [added: | | |]
| | | | | | | [Amendment No. 1 to the Otis Worldwide Corporation Company Automatic Contribution Excess Plan, incorporated by reference to Exhibit 10.19 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/exhibit10192021-12x3110xk.htm) | | | [added: | | |]
| [removed: 10.20] | | | | | | [removed: [Otis] [added: [Amendment No. 1 to the Otis] Worldwide Corporation LTIP Performance Share Unit Deferral Plan, incorporated by reference to Exhibit [removed: 10.17] [added: 10.20] to [removed: Otis’ Registration Statement] [added: Otis' Annual Report] on Form [removed: 10] [added: 10-K for the year ended December 31, 2021] (Commission file number 001-39221) filed with the SEC on February [removed: 7, 2020;](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-17.htm)] [added: 4, 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000007/exhibit10202021-12x3110xk.htm)] | | | [added: | | |]
| | | | | | | [removed: [Amendment No. 1 to the Otis Worldwide Corporation LTIP Performance Share Unit Deferral Plan,] [added: [Letter of Assignment Extension with Stephane de Montlivault dated October 1, 2021,] incorporated by reference to Exhibit [removed: 10.20] [added: 10.24] 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/exhibit10202021-12x3110xk.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1781335/000178133522000007/exhibit10242021-12x3110xk.htm)] | | | [added: | | |]
| [removed: 10.21] [added: 10.20] | | | | | | [Legacy United Technologies Corporation Executive Leadership Group Agreements, incorporated by reference to Exhibit 10.19 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_ex10-19.htm) | | | [added: | | |]
| [removed: 10.22] [added: 10.21] | | | | | | [Legacy Schedule of Terms for United Technologies Corporation Executive Leadership Group Restricted Stock Unit Retention Awards, incorporated by reference to Exhibit 10.20 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_ex10-20.htm) | | | [added: | | |]
| [removed: 10.23] [added: 10.22] | | | | | | [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, [removed: 2020;](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-25.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1781335/000114036120002547/nt10003666x11_ex10-25.htm)] | | | [added: | | |]
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| 4.7 | | | | | | [Supplemental Indenture No. 4, dated as of November 19, 2024, between Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on November 19, 2024.](https://www.sec.gov/Archives/edgar/data/1781335/000114036124047294/ny20038264x8_ex4-2.htm) | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit Number | | | | | | Exhibit Description | | | | | |
| 4.8 | | | | | | [Supplemental Indenture No. 2, dated as of November 19, 2024, among Otis Worldwide Corporation, Highland Holdings S.à r.l. and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.5 of Otis’ Current Report on Form 8-K (Commission file number 001-39221) filed with the SEC on November 19, 2024.](https://www.sec.gov/Archives/edgar/data/1781335/000114036124047294/ny20038264x8_ex4-5.htm) | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | [Otis Worldwide Corporation 2020 Long-Term Incentive Plan (As Amended and Restated as of January 1, 2024), incorporated by reference to Exhibit 10.1 of Otis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission file number 001-39221) filed with the SEC on April 25, 2024.](https://www.sec.gov/Archives/edgar/data/0001781335/000178133524000022/exhibit1012024-03x3110xq.htm) | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | [Otis Worldwide Corporation Short-Term Incentive Plan (As Amended and Restated as of January 1, 2024), incorporated by reference to Exhibit 10.2 of Otis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission file number 001-39221) filed with the SEC on April 25, 2024.](https://www.sec.gov/Archives/edgar/data/0001781335/000178133524000022/exhibit1022024-03x3110xq.htm) | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit Number | | | | | | Exhibit Description | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | [Extension of Letter of Assignment for Stephane de Montlivault, effective October 1, 2023.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit10232023-12x3110xk.htm) | | |
| 97 | | | | | | [Erroneously Awarded Compensation Recovery Policy.*](https://www.sec.gov/Archives/edgar/data/1781335/000178133524000013/exhibit972023-12x3110xk.htm) | | |
An excerpt. Shown here: 40 of 75 rewritten, 40 of 174 added and all 4 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
5 rewritten, 3 added, 3 removed, 58 unchanged
| Dated: | | | February [removed: 2, 2024] [added: 4, 2025] | | | by: | | | /s/ MICHAEL P. RYAN | | |
| /s/ JUDITH F. MARKS | | | | | | Director, Chair, President and Chief Executive Officer | | | | | | February [removed: 2, 2024] [added: 4, 2025] | | |
| /s/ [removed: ANURAG MAHESHWARI] [added: CRISTINA MÉNDEZ] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 2, 2024] [added: 4, 2025] | | |
| /s/ MICHAEL P. RYAN | | | | | | Senior Vice President and Chief Accounting Officer | | | | | | February [removed: 2, 2024] [added: 4, 2025] | | |
| Date: February [removed: 2, 2024] [added: 4, 2025] | | | | | | | | | | | | | | |
| Dated: | | | February 4, 2025 | | | by: | | | /s/ CRISTINA MÉNDEZ | | |
| | | | | | | | | | Cristina Méndez | | |
| Cristina Méndez | | | | | | | | | | | | | | |
| Dated: | | | February 2, 2024 | | | by: | | | /s/ ANURAG MAHESHWARI | | |
| | | | | | | | | | Anurag Maheshwari | | |
| Anurag Maheshwari | | | | | | | | | | | | | | |