UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

____________________________________

FORM 10-Q

____________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2020~~2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-39220

____________________________________

CARRIER GLOBAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________


Delaware						83-4051582
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

13995 Pasteur Boulevard, Palm Beach Gardens, Florida 33418

(Address of principal executive offices, including zip code)

(561) 365-2000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($0.01 par value)

CARR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒. No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒. No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐. No ☒.

~~At June 30, 2020,~~As of July 15, 2021, there were ~~866,164,968~~ 867,701,396 shares of Common Stock outstanding.

Table of Contents

CARRIER GLOBAL CORPORATION ~~AND SUBSIDIARIES~~

CONTENTS OF QUARTERLY REPORT ON FORM 10-Q

Three and Six Months Ended June 30, ~~2020~~

2021


			Page

PART I – FINANCIAL INFORMATION			3

Item 1. Financial Statements:			3

Condensed Co ~~nsolidated~~Consolidated Statement of Operations (Unaudited)			3



Condensed Consolidated Statement of Co ~~mprehensive~~Comprehensive Income (Loss) (Unaudited)			4

Condensed Consolidated Balance Sheet (Unaudited)			5

Condensed Consolidated Statement of Changes in Equity (Unaudited)			6

Condensed Co ~~nsolidat~~edConsolidated Statement of Cash Flows (Unaudited)			7

Notes to Condensed C ~~onsolidat~~edConsolidated Financial Statements (Unaudited)			8

Report of Independent Registered Public Accounting Firm			2925

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			3026

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4640

Item 4. Controls and Procedures			4640

PART II – OTHER INFORMATION			4842

Item 1. Legal Proceedings			4842

Item 1A. Risk Factors			4842

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			43



Item ~~5. Other Information~~			49
~~Item~~ 6. Exhibits			5044

SIGNATURES			5345

Carrier Global Corporation and its subsidiaries' names, abbreviations thereof, logos and product and service designators are all either the registered or unregistered trademarks or trade names of Carrier Global Corporation and its subsidiaries. Names, abbreviations of names, logos and products and service designators of other companies are either the registered or unregistered trademarks or trade names of their respective owners. As used herein, the terms "we," "us," "our," "the ~~Company,"~~Company" or "Carrier," unless the context otherwise requires, mean Carrier Global Corporation and its subsidiaries. References to internet websites in this Form 10-Q are provided for convenience only. Information available through these websites is not incorporated by reference into this Form 10-Q.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CARRIER GLOBAL CORPORATION ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions, except per share amounts; shares in millions) 2020 2019 2020 2019
Net sales
Product sales (Note 5) $ 3,275 $ 4,139 $ 6,422 $ 7,705
Service sales 697 823 1,438 1,580
3,972 4,962 7,860 9,285
Costs and expenses
Cost of products sold (Note 5) 2,343 2,906 4,580 5,471
Cost of services sold 488 582 1,017 1,114
Research and development 94 103 192 200
Selling, general and administrative 637 680 1,329 1,364
3,562 4,271 7,118 8,149
Equity method investment net earnings 57 80 86 120
Other (expense) income, net (25) 34 (71) 49
Operating profit 442 805 757 1,305
Non-service pension benefit 14 38 31 77
Interest (expense) income, net (81) 16 (118) 20
Income from operations before income taxes 375 859 670 1,402
Income tax expense 106 65 299 205
Net income from operations 269 794 371 1,197
Less: Non-controlling interest in subsidiaries' earnings from operations 8 10 14 13
Net income attributable to common shareowners $ 261 $ 784 $ 357 $ 1,184
Earnings per share (Note 3)
Basic $ 0.30 $ 0.91 $ 0.41 $ 1.37
Diluted $ 0.30 $ 0.91 $ 0.41 $ 1.37
Weighted average number of shares outstanding (Note 3)
Basic 866.2 866.2 866.2 866.2
Diluted 870.9 866.2 870.9 866.2


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(In millions, except per share amounts)	2021		2020		2021		2020
Net sales
Product sales	$	4,584	$	3,275	$	8,448	$	6,422
Service sales	856		697		1,691		1,438
Total Net sales	5,440		3,972		10,139		7,860
Costs and expenses
Cost of products sold	(3,235)		(2,343)		(5,959)		(4,580)
Cost of services sold	(586)		(488)		(1,167)		(1,017)
Research and development	(125)		(94)		(246)		(192)
Selling, general and administrative	(813)		(637)		(1,556)		(1,329)
Total Costs and expenses	(4,759)		(3,562)		(8,928)		(7,118)
Equity method investment net earnings	87		57		125		86
Other income (expense), net	15		(25)		18		(71)
Operating profit	783		442		1,354		757
Non-service pension (expense) benefit	19		14		37		31
Interest (expense) income, net	(71)		(81)		(164)		(118)
Income from operations before income taxes	731		375		1,227		670
Income tax (expense) benefit	(234)		(106)		(338)		(299)
Net income from operations	497		269		889		371
Less: Non-controlling interest in subsidiaries' earnings from operations	10		8		18		14









Net income attributable to common shareowners	$	487	$	261	$	871	$	357

Earnings per share
Basic	$	0.56	$	0.30	$	1.00	$	0.41
Diluted	$	0.55	$	0.30	$	0.98	$	0.41

Weighted-average number of shares outstanding
Basic	868.7		866.2		869.0		866.2
Diluted	890.9		870.9		890.4		870.9

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

CARRIER GLOBAL CORPORATION ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Net income from operations $ 269 $ 794 $ 371 $ 1,197
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments arising during period 251 (81) (239) 15
Pension and post-retirement benefit plan adjustments 7 4 12 9
Other comprehensive income (loss), net of tax 258 (77) (227) 24
Comprehensive income 527 717 144 1,221
Less: Comprehensive income attributable to non-controlling interest (9) (7) (13) (15)
Comprehensive income attributable to common shareowners $ 518 $ 710 $ 131 $ 1,206


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(In millions)	2021		2020		2021		2020
Net income from operations	$	497	$	269	$	889	$	371


Other comprehensive income (loss), net of tax




Foreign currency translation adjustments arising during period	59		251		(62)		(239)








Pension and post-retirement benefit plan adjustments	6		7		13		12












Other comprehensive income (loss), net of tax	65		258		(49)		(227)
Comprehensive income (loss)	562		527		840		144
Less: Comprehensive income (loss) attributable to non-controlling interest	10		9		18		13
Comprehensive income (loss) attributable to common shareowners	$	552	$	518	$	822	$	131

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

CARRIER GLOBAL CORPORATION ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

(dollars in millions) June 30, 2020 December 31, 2019
Assets
Cash and cash equivalents $ 2,704 $ 952
Accounts receivable, net (Note 5 and Note 6) 2,665 2,726
Contract assets, current 761 622
Inventories, net 1,639 1,332
Other assets, current 284 327
Total current assets 8,053 5,959
Future income tax benefits 419 500
Fixed assets, net 1,651 1,663
Operating lease right-of-use assets 843 832
Intangible assets, net 1,024 1,083
Goodwill 9,735 9,884
Pension and post-retirement assets 521 490
Equity method investments 1,697 1,739
Other assets 233 256
Total Assets $ 24,176 $ 22,406
Liabilities and Equity
Accounts payable (Note 5) $ 1,765 $ 1,701
Accrued liabilities (Note 5) 2,246 2,088
Contract liabilities, current 477 443
Current portion of long-term debt 301 237
Total current liabilities 4,789 4,469
Long-term debt 11,728 82
Future pension and post-retirement obligations 462 456
Future income tax obligations (Note 5 and Note 14) 445 1,099
Operating lease liabilities 688 682
Other long-term liabilities (Note 5) 1,698 1,183
Total Liabilities 19,810 7,971
Commitments and contingent liabilities (Note 18)
Equity
UTC Net investment — 15,355
Common stock, par value $0.01; 4,000,000,000 shares authorized; 866,164,968 shares issued and outstanding as of June 30, 2020 9 —
Additional paid-in capital 5,307 —
Retained earnings 191 —
Accumulated other comprehensive loss (1,479) (1,253)
Non-controlling interest 338 333
Total Equity 4,366 14,435
Total Liabilities and Equity $ 24,176 $ 22,406


	As of
(In millions)	June 30, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	2,630	$	3,115
Accounts receivable, net	3,128		2,781
Contract assets, current	695		656
Inventories, net	1,885		1,629
Other assets, current	416		343
Total current assets	8,754		8,524
Future income tax benefits	461		449
Fixed assets, net	1,837		1,810
Operating lease right-of-use assets	786		788
Intangible assets, net	1,071		1,037
Goodwill	10,279		10,139
Pension and post-retirement assets	635		554
Equity method investments	1,572		1,513
Other assets	343		279
Total Assets	$	25,738	$	25,093

Liabilities and Equity
Accounts payable	$	2,362	$	1,936
Accrued liabilities	2,541		2,471
Contract liabilities, current	576		512
Current portion of long-term debt	125		191
Total current liabilities	5,604		5,110
Long-term debt	9,600		10,036
Future pension and post-retirement obligations	511		524
Future income tax obligations	556		479
Operating lease liabilities	635		642
Other long-term liabilities	1,712		1,724
Total Liabilities	18,618		18,515
Commitments and contingent liabilities (Note 18)	0		0
Equity
Common stock	9		9
Treasury stock	(130)		0
Additional paid-in capital	5,366		5,345
Retained earnings	2,305		1,643
Accumulated other comprehensive loss	(794)		(745)
Non-controlling interest	364		326
Total Equity	7,120		6,578
Total Liabilities and Equity	$	25,738	$	25,093

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

CARRIER GLOBAL CORPORATION ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

(dollars in millions) UTC Net Investment Accumulated Other Comprehensive Loss Common Stock Additional Paid-In Capital Retained Earnings Non-Controlling Interest Total Equity
Balance at January 1, 2019 $ 15,132 $ (1,215) $ — $ — $ — $ 352 $ 14,269
Net income 400 — — — — 3 403
Other comprehensive income, net of tax — 96 — — — 5 101
Dividends attributable to non-controlling interest — — — — — (2) (2)
Net transfers to UTC (81) — — — — — (81)
Adoption impact of ASU 2018-02 9 (9) — — — — —
Balance at March 31, 2019 15,460 (1,128) — — — 358 14,690
Net income 784 — — — — 10 794
Other comprehensive loss, net of tax — (74) — — — (3) (77)
Dividends attributable to non-controlling interest — — — — — (2) (2)
Net transfers to UTC (445) — — — — — (445)
Balance at June 30, 2019 $ 15,799 $ (1,202) $ — $ — $ — $ 363 $ 14,960
Balance at January 1, 2020 $ 15,355 $ (1,253) $ — $ — $ — $ 333 $ 14,435
Net income 96 — — — — 6 102
Other comprehensive loss, net of tax — (483) — — — (2) (485)
Dividends attributable to non-controlling interest — — — — — (8) (8)
Net transfers to UTC (11,014) — — — — — (11,014)
Adoption impact of ASU 2016-13 (4) — — — — — (4)
Balance at March 31, 2020 4,433 (1,736) — — — 329 3,026
Net income — — — — 261 8 269
Other comprehensive income, net of tax — 257 — — — 1 258
Dividends declared on Common Stock ($0.08 per share) — — — — (70) — (70)
Common stock issued under employee plans — — — 24 — — 24
Net transfers from UTC 859 — — — — — 859
Reclassification of UTC Net Investment to Common stock and Additional paid-in capital (5,292) — 9 5,283 — — —
Balance as of June 30, 2020 $ — $ (1,479) $ 9 $ 5,307 $ 191 $ 338 $ 4,366


(In millions)	UTC Net Investment		Accumulated Other Comprehensive Income (Loss)		Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings		Non-Controlling Interest		Total Equity
Balance as of December 31, 2019	$	15,355	$	(1,253)	$	0	$	0	$	0	$	0	$	333	$	14,435
Net income	96		—		—		—		—		—		6		102
Other comprehensive income (loss), net of tax	—		(483)		—		—		—		—		(2)		(485)


Dividends attributable to non-controlling interest	—		—		—		—		—		—		(8)		(8)

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

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

Balance as of March 31, 2020	$	4,433	$	(1,736)	$	0	$	0	$	0	$	0	$	329	$	3,026

Net income	—		—		—		—		—		261		8		269
Other comprehensive income (loss), net of tax	—		257		—		—		—		—		1		258
Dividends declared on common stock (1)	—		—		—		—		—		(70)		—		(70)
Shares issued under incentive plans, net	—		—		—		—		24		—		—		24




Net transfers from UTC	859		—		—		—		—		—		—		859
Reclassification of UTC Net investment to Common stock and Additional paid-in capital	(5,292)		—		9		—		5,283		—		—		—

Balance as of June 30, 2020	$	0	$	(1,479)	$	9	$	0	$	5,307	$	191	$	338	$	4,366














(In millions)	UTC Net Investment		Accumulated Other Comprehensive Income (Loss)		Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings		Non-Controlling Interest		Total Equity
Balance as of December 31, 2020	$	0	$	(745)	$	9	$	0	$	5,345	$	1,643	$	326	$	6,578
Net income	—		—		—		—		—		384		8		392
Other comprehensive income (loss), net of tax	—		(114)		—		—		—		—		—		(114)

Shares issued under incentive plans, net	—		—		—		—		(14)		—		—		(14)
Stock-based compensation	—		—		—		—		19		—		—		19
Dividends attributable to non-controlling interest	—		—		—		—		—		—		(5)		(5)


Treasury stock repurchase	—		—		—		(38)		—		—		—		(38)



Balance as of March 31, 2021	$	0	$	(859)	$	9	$	(38)	$	5,350	$	2,027	$	329	$	6,818

Net income	—		—		—		—		—		487		10		497
Other comprehensive income (loss), net of tax	—		65		—		—		—		—		—		65
Dividends declared on common stock (2)	—		—		—		—		—		(209)		—		(209)
Shares issued under incentive plans, net	—		—		—		—		(4)		—		—		(4)
Stock-based compensation	—		—		—		—		20		—		—		20

Dividends attributable to non-controlling interest	—		—		—		—		—		—		(21)		(21)

Acquisition of non-controlling interest	—		—		—		—		—		—		46		46
Treasury stock repurchase	—		—		—		(92)		—		—		—		(92)

Balance as of June 30, 2021	$	0	$	(794)	$	9	$	(130)	$	5,366	$	2,305	$	364	$	7,120













(1) Cash dividends declared were $0.08 per share for the three months ended June 30, 2020.
(2) Cash dividends declared were $0.24 per share for the three months ended June 30, 2021.

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

CARRIER GLOBAL CORPORATION ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	For the Six Months Ended June 30,
(In millions)	2021		2020
Operating Activities
Net income from operations	$	889	$	371
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	168		159
Deferred income tax provision	33		135
Stock-based compensation costs	40		35
Equity method investment net earnings	(125)		(86)
Distributions from equity method investments	42		49
Impairment charge on minority-owned joint venture investments	0		72

Changes in operating assets and liabilities
Accounts receivable, net	(288)		27
Contract assets, current	(41)		(140)
Inventories, net	(210)		(325)
Other assets, current	(27)		32
Accounts payable and accrued liabilities	368		152
Contract liabilities, current	42		37
Defined benefit plan contributions	(27)		(27)
Other operating activities, net	(119)		65
Net cash flows provided by (used in) operating activities	745		556

Investing Activities
Capital expenditures	(132)		(94)
Investment in businesses, net of cash acquired	(167)		0
Dispositions of businesses	1		0

Settlement of derivative contracts, net	(6)		(23)
Other investing activities, net	3		14
Net cash flows provided by (used in) investing activities	(301)		(103)

Financing Activities
Increase (decrease) in short-term borrowings, net	(13)		(17)
Issuance of long-term debt	74		11,734
Repayment of long-term debt	(605)		(36)
Repurchases of common stock	(130)		0
Dividends paid on common stock	(209)		0
Dividends paid to non-controlling interest	(30)		(8)
Net transfers to UTC	0		(10,359)
Other financing activities, net	15		1
Net cash flows provided by (used in) financing activities	(898)		1,315





Effect of foreign exchange rate changes on cash and cash equivalents	(2)		(17)
Net increase (decrease) in cash and cash equivalents and restricted cash	(456)		1,751
Cash, cash equivalents and restricted cash, beginning of period	3,120		957
Cash, cash equivalents and restricted cash, end of period	2,664		2,708
Less: restricted cash	34		4
Cash and cash equivalents, end of period	$	2,630	$	2,704

For the Six Months Ended June 30,
(dollars in millions) 2020 2019
Operating Activities
Net income from operations $ 371 $ 1,197
Adjustments to reconcile net income from operations to net cash flows provided by operating activities, net of acquisitions and dispositions
Depreciation and amortization 159 167
Deferred income tax provision 135 (57)
Stock compensation costs 35 22
Equity method investment net earnings (86) (120)
Distributions from equity method investments 49 46
Impairment charge on minority-owned joint venture investments 72 —
Changes in operating assets and liabilities
Accounts receivable, net 27 (206)
Contract assets, current (140) (43)
Inventories, net (325) (340)
Other assets, current 32 16
Accounts payable and accrued liabilities 152 (173)
Contract liabilities, current 37 (16)
Pension contributions (27) (27)
Other operating activities, net 65 (95)
Net cash flows provided by operating activities 556 371
Investing Activities
Capital expenditures (94) (89)
(Payment) receipt from settlement of derivative contracts (23) 1
Other investing activities, net 14 8
Net cash flows used in investing activities (103) (80)
Financing Activities
(Decrease) increase in short-term borrowings, net (17) 45
Issuance of long-term debt 11,734 77
Repayment of long-term debt (36) (37)
Dividends paid to non-controlling interest (8) (3)
Net transfers to UTC (10,359) (548)
Other financing activities, net 1 (26)
Net cash flows provided by (used in) financing activities 1,315 (492)
Effect of foreign exchange rate changes on cash and cash equivalents (17) 7
Net increase (decrease) in cash and cash equivalents and restricted cash 1,751 (194)
Cash, cash equivalents and restricted cash, beginning of period 957 1,134
Cash, cash equivalents and restricted cash, end of period 2,708 940
Less: restricted cash 4 4
Cash and cash equivalents, end of period $ 2,704 $ 936

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

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CARRIER GLOBAL CORPORATION ~~AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Condensed Consolidated Financial Statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019 are unaudited, and include all adjustments (consisting only of normal recurring adjustments) considered necessary by management to fairly state our results of operations, financial position and cash flows for the interim periods. The results reported in the Unaudited Condensed Consolidated Financial Statements are not necessarily indicative of results that may be expected for any other interim period or the entire year. The financial information included herein should be read in conjunction with the financial statements and notes in the Company's information statement, dated March 16, 2020, which was included as Exhibit 99.1 in our Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on March 16, 2020 (the "Information Statement").

~~Impact of the COVID-19 pandemic~~

A novel strain of coronavirus ("COVID-19") surfaced in Wuhan, China in late 2019 and has since spread throughout the rest of the world. In March 2020, COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government. The pandemic has negatively affected the U.S. and global economies, disrupted global supply chains and financial markets, resulted in significant travel restrictions, mandated facility closures, and shelter-in-place orders.

Carrier is taking all prudent measures to protect the health and safety of our employees and has implemented work from home requirements, where possible, social distancing where working from home is not feasible, including in our manufacturing facilities, deep cleaning protocols at all of our facilities and travel restrictions, among other measures. We have also taken appropriate measures to work with our customers to minimize potential disruption and to support the communities that we serve to address the challenges posed by the pandemic.

The full extent of the impact of the COVID-19 pandemic on the Company's operational and financial performance will depend on future developments, including the duration and spread of the pandemic, as well as any worsening of the pandemic and whether there will be additional outbreaks of the pandemic, and related containment and mitigation actions taken by the U.S., state and local and international governments to prevent disease spread.The extent of the pandemic's impact on Carrier will also depend upon our employees' ability to work safely in our facilities, our customers’ ability to continue to operate or receive our products, the ability of our suppliers to continue to operate, and the level of activity and demand for the ultimate product and services of our customers or their customers.

During the three months ended March 31, 2020, we temporarily closed or reduced production at manufacturing facilities in North America, Asia and Europe for safety reasons and in response to lower demand for our products, however, as of June 30, 2020, our manufacturing facilities (and nearly all of our suppliers) had resumed operations and 95% of our production capacity was available and, where appropriate, we initiated return-to-work protocols at our non-manufacturing facilities where employees were previously working remotely. During the three months ended March 31, 2020, we considered the outbreak and subsequent impacts to be a trigger to reassess our goodwill and intangible asset valuations. In order to evaluate these impacts, we made forecast assumptions regarding future business activity that are subject to a wide range of uncertainties, including those noted in the prior paragraph. Based upon qualitative and, in certain cases, quantitative analyses, we determined that our goodwill and intangible assets were not impaired. For the period ended June 30, 2020, we reviewed the assumptions used in our March 31, 2020 assessment and determined that they remain appropriate.

We continue to focus on navigating the challenges COVID-19 presents by preserving our liquidity and managing our cash flows through preemptive actions to enhance our ability to meet our liquidity needs over the next twelve months. Such actions include, but are not limited to modifying the financial covenants in our revolving and term loan credit agreements and issuing ~~$750 million~~ ~~of unsecured, unsubordinated long-term debt (see Note 10 –~~ ~~Borrowings and Lines of Credit~~ for additional information), reducing our discretionary spending, our capital investments and general and administrative costs by implementing pay freezes and cuts, employee furloughs and the suspension of non-critical hiring, and participation in global COVID-19 relief measures, including the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, which provides for payroll tax deferrals and credits, income tax payment deferrals, and an increase in the income tax interest deduction limitation.

~~Table of Contents~~

NOTE 1: DESCRIPTION OF THE BUSINESS

Carrier Global Corporation is a leading global provider of heating, ventilating, air conditioning ("HVAC"), refrigeration and fire and security solutions. ~~Carrier~~The Company also provides a broad array of related building services, including audit, design, installation, system integration, repair, maintenance and monitoring. ~~Carrier’s~~In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments) necessary to state fairly the financial position, results of operations ~~are classified into 3 segments: HVAC, Refrigeration,~~ and ~~Fire & Security. The HVAC~~cash flows for the periods presented. Certain information and ~~Refrigeration segments sell their products~~footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been omitted pursuant to the rules and ~~solutions directly, including to building contractors~~regulations of the United States Securities and ~~owners, transportation companies~~Exchange Commission (the "SEC"). These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and retail stores, or indirectly through joint venture and other minority-owned investments, independent sales representatives, distributors, wholesalers, dealers and retail outlets. These products and services are sold undernotes thereto included in the Carrier name and other brand names including Automated Logic, Bryant, CIAT, Day & Night, Heil, NORESCO, Riello, Carrier Commercial Refrigeration, Carrier Transicold, Sensitech and others. The Fire & Security segment sells its products directly to customers, or indirectly through manufacturers’ representatives, distributors, dealers, value-added resellers and retailers. Fire & Security’s products and services are used by governments, financial institutions, architects, building owners and developers, security and fire consultants, homeowners and other end-users requiring a high level of security and fire protectionCompany's Annual Report on Form 10-K for ~~their businesses and residences. These products and services are sold under brand names including Autronica, Chubb, Det-Tronics, Edwards, Fireye, GST, Kidde, LenelS2, Marioff, Onity, Supra and others.~~2020 filed with the SEC on February 9, 2021 (the "2020 Form 10-K").

On ~~November 26, 2018,~~April 3, 2020 (the "Distribution Date"), United Technologies Corporation, since renamed Raytheon Technologies Corporation ("UTC"), ~~announced its intention to spin off Carrier, one~~completed the spin-off of ~~UTC's reportable segments,~~the Company into ~~a separate~~an independent, publicly traded company (the "Separation")~~. On April 3, 2020, UTC completed the Separation~~ through a pro-rata distribution (the "Distribution") on a 1-for-one basis of all of the outstanding shares of common stock of the Company to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date ~~for~~of the Distribution. UTC distributed 866,158,910 shares of Carrier common stock in the Distribution, which was effective at 12:01 a.m., Eastern Time, on April 3, 2020 (the "Effective Time"). As a result of the Distribution, Carrier became an independent public company and our common stock is listed under the symbol "CARR" on the New York Stock Exchange. In connection with the Separation, ~~Carrier~~the Company issued an aggregate principal balance of $11.0 billion of debt and transferred approximately $10.9 billion of cash to UTC on February 27, 2020 and March 27, 2020. On April 1, 2020 and April 2, 2020, ~~Carrier~~the Company received cash contributions totaling $590 million from UTC related to the Separation. ~~See Note 10 –~~

~~Borrowings and Lines of Credit~~ ~~and Note 3 –~~ ~~Earnings Per Share~~ ~~for additional information.~~

In connection with the Separation, ~~Carrier~~the Company entered into several agreements with UTC and Otis Worldwide Corporation ("Otis")~~, including a separation and distribution agreement~~ that sets forth certain agreements with UTC and Otis regarding the principal actions to be taken in connection with the Separation, including identifying the assets transferred, the liabilities assumed and the contracts transferred to each of UTC, Otis and Carrier as partgovern various aspects of the ~~Separation, and when and how these transfers and assumptions occurred. Other agreements we entered into that govern aspects of our~~ relationship ~~with~~among the Company, UTC and Otis following the Separation ~~include:~~

~~Transition Services Agreement. We entered into~~and the Distribution, including a ~~Transition Services Agreement (the "TSA") with UTC and Otis in connection with the Separation pursuant to which UTC provides us with certain~~transition services ~~and we provide certain services to UTC for~~agreement ("TSA"), a limited time to help ensure an orderly transition following the Separation. The services we receive include, but are not limited to, information technology services, technical and engineering support, application support for operations, legal, payroll, finance, tax and accounting, general administrative services and other support services. Because costs for these services historically were included in our operating results based on allocations from UTC, we do not expect the costs associated with the TSA to be materially different and, therefore, we do not expect such costs to materially affect our results of operations or cash flows after we became an independent publicly traded company nor do we expect such costs to be materially different when these services are transitioned from UTC to Carrier.

~~Tax Matters Agreement.~~ ~~We entered into a Tax Matters Agreement (the "TMA") with UTC and Otis that governs the parties’ respective rights, responsibilities and obligations with respect to~~ tax matters (including responsibility for taxes, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other tax matters). Subject to certain exceptions set forth in the TMA, Carrier generally is responsible for federal, state and foreign taxes imposed on a separate return basis upon Carrier (or any of its subsidiaries) with respect to taxable periods (or portions thereof) that ended on or prior to the date of the Distribution. The TMA provides special rules that allocate responsibility for tax liabilities arising from a failure of the Separation transactions to qualify for tax-free treatment based on the reasons for such failure. The TMA also imposes restrictions on each of Carrier and Otis during the two-year period following the Distribution that are intended to prevent certain transactions from failing to qualify as transactions that are generally tax-free.

~~Employee Matters Agreement and Intellectual Property Agreement.~~ ~~We entered into~~agreement ("TMA"), an employee matters agreement and an intellectual property agreement that cover services such as information technology, tax, finance and human resources. In addition, the Company incurred separation-related costs including employee-related costs, costs to establish certain stand-alone functions, information technology systems, professional service fees and other costs associated with ~~UTC~~becoming an independent, publicly traded company. These costs are primarily recorded in Selling, general and ~~Otis~~ administrative in ~~connection~~the Unaudited Condensed Consolidated Statement of Operations and totaled $3 million and $23 million for the three months ended June 30, 2021 and 2020, respectively. Costs for the six months ended June 30, 2021 and 2020 were $19 million and $68 million, respectively. The TSA expired on March 31, 2021.

Impact of the COVID-19 Pandemic

In early 2020, the World Health Organization declared the outbreak of a respiratory disease known as COVID-19 as a global pandemic. In response, many countries implemented containment and mitigation measures to combat the outbreak, which severely restricted the level of economic activity and caused a significant contraction in the global economy. As a result, the Company temporarily closed or reduced production at manufacturing facilities across the globe to ensure employee safety and instructed non-essential employees to work from home. In addition, the Company took several preemptive actions during 2020 to manage liquidity as demand for its products decreased. Despite the adverse impacts of the pandemic on the Company’s results beginning in the first quarter of 2020, manufacturing operations resumed and several restorative actions were completed during 2020, including the reinstatement of annual merit-based salary increases and continued investment to support the Company's core strategy.

The Company continues to focus its efforts on preserving the health and safety of its employees and customers as well as maintaining the continuity of its operations. In addition, the Company continues to actively monitor its liquidity position and working capital needs and believes that its overall capital resources and liquidity position are adequate. The preparation of financial statements requires management to use judgments in making estimates and assumptions based on the relevant information available at the end of each period, which can have a significant effect on reported amounts. However, due to significant uncertainty surrounding the pandemic, management's judgments could change. While the Company's results of operations, cash flows and financial condition could be negatively impacted, the extent of any continuing impact cannot be estimated with ~~the Separation.~~certainty at this time.

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NOTE 2: BASIS OF PRESENTATION

The Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all accounts of the ~~information~~Company and ~~notes required by GAAP for complete financial statements.~~its wholly-owned and majority-owned subsidiaries in which it has control. All ~~significant~~ intra-company accounts and transactions have been ~~eliminated in the preparation of the Unaudited Condensed Consolidated Financial Statements.~~eliminated. Related party transactions between the Company and its equity method investees have not been eliminated.

Non-controlling interest represents a non-controlling investor's interests in the results of subsidiaries that ~~we control~~the Company controls and ~~consolidate.~~consolidates.

Certain immaterial amounts presented in the Information Statement have been reclassified to conform to the current period presentation, including the reclassification of the Current portion of long-term debt from Accrued liabilities for 2019 on the accompanying Unaudited Condensed Consolidated Balance Sheet.

The Company's financial statements for the periods prior to the Separation and the Distribution are prepared on a "carve-out" basis as described below. The Company's financial statements for the period from April 3, 2020 through June 30, 2020 are consolidated financial statements based on the reported results of Carrier as a stand-alone company.

~~Basis of Presentation Prior to the Separation~~ and ~~the Distribution~~

Prior to the Separation and the Distribution, the Unaudited Condensed Consolidated Financial Statements reflect the financial position, results of operations and cash flows of the Company for the periods presented as historically managed within UTC. For those periods prior to the Separation and the Distribution, the Unaudited Condensed Consolidated Financial Statements are derived from the consolidated financial statements and accounting records of UTC.

~~The Unaudited Condensed Consolidated Statement of Operations includes~~include all ~~revenues and costs~~amounts directly attributable to ~~Carrier,~~the Company. Net cash transfers and other property transferred between UTC and the Company, including ~~costs for facilities, functions~~related party receivables and ~~services used by Carrier. Prior~~payables between the Company and other UTC affiliates, are presented as Net transfers to UTC. In addition, the Separation, costs for certain functions and services performed by UTC were directly charged to Carrier based on specific identification when possible or based on a reasonable allocation driver such as net sales, headcount, proportionate usage or other allocation methods. The results of operationsfinancial statements include allocations of costs for administrative functions and services performed on behalf of ~~Carrier~~the Company by centralized groups within ~~UTC and certain pension and other post-retirement benefit costs (see Note 5 –~~ ~~Related Parties~~ ~~for a description of the allocation methodologies).~~UTC. All charges and allocations for facilities, functions and services performed by UTC have been deemed settled in cash by Carrier to UTC in the period in which the cost was recorded in the Unaudited Condensed Consolidated Statement of Operations.

Prior to the Separation, UTC used a centralized approach to cash management and financing its operations. Accordingly, none of the cash, third party debt or related interest expense of UTC has been allocated to Carrier in the Unaudited Condensed Consolidated Financial Statements for the period prior to the Separation. However, cash balances primarily associated with certain foreign entities that did not participate in UTC’s cash management program have been included in the Unaudited Condensed Consolidated Financial Statements for periods prior to the Separation. Transactions between UTC and Carrier are deemed settled immediately through UTC’s Net investment, other than those transactions which have historically been cash-settled and which are reflected in the Unaudited Condensed Consolidated Balance Sheet within Accounts receivable, net and Accounts payable. The net effect of the deemed settled transactions is reflected in the Unaudited Condensed Consolidated Statement of Cash Flows as Net transfers to UTC within financing activities and in the Unaudited Condensed Consolidated Balance Sheet as UTC’s Net investment (see Note 5 – ~~Related Parties~~ ~~for additional information).~~

~~All of the~~ allocations and estimates in the Unaudited Condensed Consolidated Financial Statements are based on assumptions that management believes are reasonable. ~~However,~~The Company's financial statements for the periods ~~prior~~subsequent to April 3, 2020 are consolidated financial statements based on the reported results of Carrier as a stand-alone company.

Recently Adopted Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") is the sole source of authoritative U.S. GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates ("ASU") to communicate changes to the ~~Separation,~~codification. The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Unaudited Condensed Consolidated Financial ~~Statements included herein may not be indicative~~Statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"),which simplifies certain aspects of income tax accounting guidance in ASC 740, Income Taxes ("ASC 740") reducing the complexity of its application while maintaining or improving the usefulness of the ~~financial position, results~~information required to be reported. The ASU eliminates certain exceptions from ASC 740 including: intra-period tax allocation, deferred tax liabilities related to outside basis differences and year-to-date loss in interim periods, among others. ASU 2019-12 was effective for periods beginning after December 15, 2020, including interim periods therein with early adoption permitted. The Company adopted this ASU on January 1, 2021 with no material impact on the Unaudited Condensed Consolidated Financial Statements.

NOTE 3: INVENTORIES, NET

Inventories are stated at the lower of ~~operations~~cost or estimated realizable value. Cost is primarily determined based on the first-in, first-out inventory method ("FIFO") or average cost methods, which approximates current replacement cost. However, certain subsidiaries use the last-in, first-out inventory method ("LIFO").

The major classes of inventory are as follows:


(In millions)	June 30, 2021		December 31, 2020
Raw materials	$	478	$	363
Work-in-process	190		143
Finished goods	1,217		1,123

Inventories, net	$	1,885	$	1,629

The Company performs periodic assessments to determine the existence of excess and ~~cash flows~~obsolete inventory and records necessary provisions to reduce such inventories to estimated realizable value. Raw materials, work-in-process and finished goods are net of valuation reserves of $189 million and $183 million as of June 30, 2021 and December 31, 2020, respectively.

NOTE 4: GOODWILL AND INTANGIBLE ASSETS

The Company records goodwill as the excess of the ~~Company~~purchase price over the fair value of the net assets acquired in ~~the future, or if the Company had been~~ a ~~separate, stand-alone entity~~business combination. Goodwill is tested and reviewed annually for impairment during the ~~periods presented.~~third quarter or whenever there is a material change in events or circumstances that indicates that the fair value of the reporting unit may be less than its carrying value.

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~~Recently Adopted Accounting Pronouncements~~

The changes in the carrying amount of goodwill are as follows:

~~In June 2016,~~


(In millions)		HVAC		Refrigeration		Fire & Security		Total
Balance as of December 31, 2020		$	5,489	$	1,251	$	3,399	$	10,139
Goodwill resulting from business combinations	(1)	175		0		0		175
Foreign currency translation		(19)		(4)		(12)		(35)
Balance as of June 30, 2021		$	5,645	$	1,247	$	3,387	$	10,279

(1) See Note 15 - Business Acquisitions and Dispositions for more information.

Indefinite-lived intangible assets are tested and reviewed annually for impairment during the ~~Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic 326):~~ ~~Measurement of Credit Losses on Financial Instruments. This ASU and its related amendments (collectively, the "Credit Loss Standard") modified the credit loss model to utilize an expected loss methodology~~third quarter or whenever there is a material change in place of an incurred loss methodology for financial instruments, including trade receivables, contract assets, long term receivables and off-balance sheet credit exposures. The Credit Loss Standard requires consideration of a broader range of information to estimate expected credit losses, including historical information, current conditions and a reasonable forecast period. This ASU requiresevents or circumstances that indicates that the ~~statement~~fair value of ~~operations reflect~~ the ~~measurement of credit losses for newly recognized financial assets as well as an expected increase or decrease of expected credit losses that have taken place during the period, which~~asset may result in earlier recognition. The Company adopted the Credit Loss Standard effective January 1, 2020, utilizing a modified retrospective approach and its adoption did not have a significant impact on the Company's Unaudited Condensed Consolidated Financial Statements.

~~In January 2017, the FASB issued ASU 2017-04, Intangibles~~ – ~~Goodwill and Other (Topic 350):~~ ~~Simplifying the Test for Goodwill Impairment~~. This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under this ASU, a goodwill impairment is calculated as the difference betweenbe less than the carrying amount of the reporting unit and its fair value, but not to exceed the carrying amount of the goodwill allocated to that reporting unit. Additionally, this ASU requires the same impairment testing methodology for all reporting units, even thoseasset. All other intangible assets with a zero or negative carrying amount, and requires an entity to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount. The Company adopted this ASU effective January 1, 2020 and its adoption did not have a significant impact on the Company's Unaudited Condensed Consolidated Financial Statements.finite useful lives are amortized over their estimated useful lives.

~~In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):~~ ~~Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU removes the disclosure requirements for the amount of and reasons for transfers between Level 1 and Level 2~~Identifiable intangible assets are comprised of the ~~fair value hierarchy. The Company adopted this ASU effective January 1, 2020 and its adoption did not have a significant impact on the Company's Unaudited Condensed Consolidated Financial Statements.~~following:

~~Recently Issued Accounting Pronouncements~~


	June 30, 2021						December 31, 2020
(In millions)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Amortized:
Customer relationships	$	1,593	$	(1,302)	$	291	$	1,558	$	(1,285)	$	273
Patents and trademarks	300		(227)		73		301		(222)		79
Monitoring lines	72		(61)		11		71		(59)		12
Service portfolios and other	683		(550)		133		644		(542)		102
	2,648		(2,140)		508		2,574		(2,108)		466
Unamortized:
Trademarks and other	563		—		563		571		—		571
Intangible assets, net	$	3,211	$	(2,140)	$	1,071	$	3,145	$	(2,108)	$	1,037

~~In May 2020, the SEC issued Final Rule Release No. 33-10786, which amends the financial statement requirements~~Amortization of intangible assets was $25 million and $25 million for acquisitions and dispositions of businesses and related pro forma financial information required under SEC Regulation S-X, Rule 3-05. The final rule modifies the significance test required in SEC Regulation S-X, Rule 1-02(w) by raising the significance threshold for reporting dispositions of a business from 10% to 20% and by modifying the calculation of the investment and income tests. In accordance with Rules 3-09 or 4-08(g), the revised income test will apply to the evaluation of equity method investments for significance. The Company is currently evaluating the impact of these modifications which are effective for fiscal years starting after December 31, 2020.

~~NOTE 3: EARNINGS PER SHARE~~

On April 3, 2020, the date of the Distribution (the "Distribution Date"), 866,158,910 shares of the Company’s common stock, par value $0.01 per share, were distributed to UTC shareowners of record as of March 19, 2020. This share amount is utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Separation and such shares are treated as issued and outstanding for purposes of calculating historical earnings per share. For periods prior to the Separation, it is assumed that there are no dilutive equity instruments as there were no Carrier stock-based awards outstanding prior to the Separation.

Diluted earnings per share is computed by giving effect to all potentially dilutive stock awards that are outstanding. For periods subsequent to the Separation, the computation of diluted earnings per share excludes the effect of the potential exercise of stock-based awards, including stock appreciation rights and stock options, when the effect of the potential exercise would be anti-dilutive. The weighted-average number of common shares outstanding for basic and diluted earnings per share for the three and six months ended June 30, 2020 was based on the weighted-average number of common shares outstanding for the period beginning after the Distribution Date. For the three months ended June 30, 2021 and 2020, respectively, and $49 million and $50 million for the ~~number of stock awards excluded from the computation of diluted earnings per share due to their anti-dilutive effect was approximately 31 million.~~six months ended June 30, 2021 and 2020, respectively.

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Three Months Ended June 30, Six Months Ended June 30,
(dollars in millions, except per share amounts; shares in millions) 2020 2019 2020 2019
Net income attributable to common shareowners $ 261 $ 784 $ 357 $ 1,184
Basic weighted-average number of shares outstanding 866.2 866.2 866.2 866.2
Stock awards and equity units (share equivalent) 4.7 — 4.7 —
Diluted weighted-average number of shares outstanding 870.9 866.2 870.9 866.2
Earnings Per Share
Basic $ 0.30 $ 0.91 $ 0.41 $ 1.37
Diluted $ 0.30 $ 0.91 $ 0.41 $ 1.37

NOTE ~~4: REVENUE RECOGNITION~~5:BORROWINGS AND LINES OF CREDIT

~~Contract Assets~~

Long-term debt consisted of the following:


(In millions, except percentages)	June 30, 2021			December 31, 2020

1.923% Notes due February 15, 2023	$	0	(1)	$	500
2.242% Notes due February 15, 2025	2,000			2,000
2.493% Notes due February 15, 2027	1,250			1,250
2.722% Notes due February 15, 2030	2,000			2,000
2.700% Notes due February 15, 2031	750			750
3.377% Notes due April 5, 2040	1,500			1,500
3.577% Notes due April 5, 2050	2,000			2,000


Total long-term Notes	9,500			10,000
Other debt (including project financing obligations and finance leases)	300			308
Discounts and debt issuance costs	(75)			(81)
Total debt	9,725			10,227
Less: current portion of long-term debt	125			191
Long-term debt, net of current portion	$	9,600		$	10,036

(1) In February 2021, the Company prepaid the 1.923% Notes due in February 2023 and ~~Liabilities.~~incurred a $17 million make-whole premium upon prepayment and wrote-off $2 million of the remaining unamortized deferred financing costs.

Revolving Credit Facility

On February 10, 2020, the Company entered into a revolving credit agreement ~~Total contract assets~~with various banks permitting aggregate borrowings of up to $2.0 billion pursuant to an unsecured, unsubordinated revolving credit facility that matures on April 3, 2025 (the "Revolving Credit Facility"). The Revolving Credit Facility supports the Company's commercial paper program and ~~liabilities~~cash requirements of the Company. A commitment fee of 0.125% is charged on unused commitments. Borrowings under the Revolving Credit Facility are available in U.S. Dollars, Euros and Pounds Sterling and bear interest at a variable interest rate based on LIBOR plus a ratings-based margin, which was 125 basis points as of June 30, 2021. As of June 30, 2021, there were 0 borrowings outstanding under the Revolving Credit Facility.

Commercial Paper Program

As of June 30, ~~2020~~2021, the Company had a $2.0 billion unsecured, unsubordinated commercial paper program, which can be used for general corporate purposes, including the funding of working capital and ~~December 31, 2019 are as follows:~~potential acquisitions. As of June 30, 2021, there were 0 borrowings outstanding under the commercial paper program.

(dollars in millions) June 30, 2020 December 31, 2019
Contract assets, current $ 761 $ 622
Contract assets, non-current (included within Other assets) 48 57
Total contract assets 809 679
Contract liabilities, current (477) (443)
Contract liabilities, non-current (included within Other long-term liabilities) (166) (168)
Total contract liabilities (643) (611)
Net contract assets $ 166 $ 68
Project Financing Arrangements

~~Contract assets increased $130~~

The Company is involved in several long-term construction contracts in which it arranges project financing with certain customers. As a result, the Company issued $71 million ~~for~~and $75 million of debt during the six months ended June 30, 2021 and 2020, ~~primarily due to the timing of billings on customer contracts and contract completions. Contract liabilities increased $32 million for~~respectively. Long-term debt repayments associated with these financing arrangements during the six months ended June 30, 2021 and 2020 ~~primarily due~~were $83 million and $36 million, respectively.

Debt Covenants

The Revolving Credit Facility and the indenture for the long-term notes contain affirmative and negative covenants customary for financings of these types which, among other things, limit the Company's ability to ~~customer billings in excess~~incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions. On June 2, 2020, the Company entered into an amendment of ~~revenue earned.~~

~~For~~ the ~~three months ended~~Revolving Credit Facility, under which certain terms of the facility were amended for a period beginning on June 2, 2020 and ending on December 30, 2021 (the "Covenant Modification Period"). The Company may terminate the Covenant Modification Period prior to December 30, 2021, subject to the satisfaction of certain conditions. The amendment deferred testing of the Company's consolidated total net leverage ratio financial covenant until June 30, ~~2020~~2021 and ~~2019, we recognized revenue~~increases the consolidated total net leverage ratio limit until December 31, 2021. The amendment also required the Company to maintain

Table of ~~$89 million~~Contents

liquidity at a certain level until the earlier of (1) June 29, 2021 and ~~$71 million, respectively, and for~~(2) the ~~six months ended June 30, 2020 and 2019, we recognized revenue~~last day of ~~$233 million and $249 million, respectively, that was related to contract liabilities as of January 1, 2020 and 2019, respectively.~~

~~Remaining Performance Obligations ("RPO").~~the Covenant Modification Period. As of June 30, ~~2020, our~~2021 the requirement to test the Company's consolidated total ~~RPO~~net leverage ratio was ~~approximately $5.4 billion compared with $4.7 billion as~~reinstated, and there is no remaining requirement to maintain liquidity at a certain level. Additionally, during the Covenant Modification Period, the Company is subject to: (a) limitations on the incurrence of ~~December 31, 2019. Of~~subsidiary indebtedness, (b) limitations on the ~~total RPO as~~making of restricted payments, including purchases by the Company of shares of its common stock and the amount of dividends the Company may pay and (c) a "most favored nations" provision related to certain terms of any committed credit facility in an amount greater than $100 million. As of June 30, ~~2020, we expect approximately 72% will be recognized as sales over~~2021, the ~~following 12 months.~~Company was in compliance with the covenants under the agreements governing its outstanding indebtedness.

~~(See Note 19 –~~ ~~Segment Financial Data~~ ~~which provides incremental disclosures required by Accounting Standard Codification ("ASC") Topic 606 –~~ ~~Revenue from Contracts with Customers~~).

NOTE ~~5: RELATED PARTIES~~6: FAIR VALUE MEASUREMENTS

~~Equity Method Investments~~ASC 820, Fair Value Measurement ("ASC 820"), defines fair value as the price that would be received if an asset is sold or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:

~~Carrier sells products~~•Level 1: Observable inputs such as quoted prices in active markets;

•Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

In the normal course of business, the Company is exposed to certain risks arising from business operations and ~~purchases products from unconsolidated entities accounted for under~~economic factors, including foreign currency and commodity price risk. These exposures are managed through operational strategies and the ~~equity method,~~use of undesignated hedging contracts. The Company's derivative assets and ~~therefore, these entities~~liabilities are ~~considered related parties. During~~measured at fair value on a recurring basis using internal models based on observable market inputs, such as forward, interest, contract and discount rates. The following tables provide the ~~three months ended June 30, 2020~~valuation hierarchy classification of assets and ~~2019, Product sales~~liabilities that are recorded at fair value and measured on a recurring basis in the Company's Unaudited Condensed Consolidated ~~Statement of Operations included sales to equity method investees of $434 million and $546 million, respectively. During~~Balance Sheet:


(In millions)	Total			Level 1		Level 2		Level 3
June 30, 2021


Derivative assets	$	3	(1)	$	0	$	3	$	0
Derivative liabilities	$	(3)	(2)	$	0	$	(3)	$	0

December 31, 2020


Derivative assets	$	17	(1)	$	0	$	17	$	0
Derivative liabilities	$	(5)	(2)	$	0	$	(5)	$	0

(2) Included in Other assets, current on the ~~three months ended June 30, 2020 and 2019, Cost of products sold in the~~accompanying Unaudited Condensed Consolidated ~~Statement~~Balance Sheet

(3) Included in Accrued liabilities on the accompanying Unaudited Condensed Consolidated Balance Sheet

The Company's long-term debt is measured at fair value based on observable market inputs which are considered Level 1 within the fair value hierarchy. The following table provides the carrying amounts and fair values of ~~Operations included purchases from equity method investees~~financial instruments that are not recorded at fair value in the Company's Unaudited Condensed Consolidated Balance Sheet:


	June 30, 2021				December 31, 2020
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value



Total Long-term Notes (1)	$	9,500	$	9,930	$	10,000	$	10,811

(1) Excludes debt discount and issuance costs

The carrying value of ~~$66 million~~cash and ~~$101 million, respectively.~~cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate

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~~During~~fair value due to the ~~six months ended June 30, 2020~~short-term nature of these accounts and ~~2019, Product sales~~would be classified as Level 1 in the ~~Unaudited Condensed Consolidated Statement of Operations~~fair value hierarchy. The Company's financing leases and project financing obligations, included ~~sales to equity method investees of $778 million~~in Long-term debt, approximate fair value and ~~$940 million, respectively. During the six months ended June 30, 2020 and 2019, Cost of products sold~~are classified as Level 3 in the Unaudited Condensed Consolidated Statement of Operations included purchases from equity method investees of $143 million and $178 million, respectively. Carrier had receivables from equity method investees of $219 million and $137 million at June 30, 2020 and December 31, 2019, respectively. Carrier also had payables to equity method investees of $38 million and $55 million at June 30, 2020 and December 31, 2019, respectively. The receivables and payables are included in Accounts receivable, net and Accounts payable on the Unaudited Condensed Consolidated Balance Sheet.

~~The Company periodically reviews the carrying~~fair value of its equity method investments to determine if there has been an other-than-temporary decline in fair value. A variety of factors are considered when determining if a decline in carrying value is other-than-temporary, including, among other factors, the financial condition and business prospects of the investee, as well as the Company's intent with regard to the investment. During the three months ended March 31, 2020, we determined that indicators of impairment existed for a minority owned joint venture investment in the portfolio. We performed a valuation of this investment, based on the income approach using the discounted cash flow method. We determined that the loss in value was other-than-temporary due to a reduction in sales and earnings that were driven by a deterioration in the oil and gas industry (the joint venture's primary market) and the impact of the COVID-19 pandemic, among other factors. As a result, we recorded a non-cash, other-than-temporary impairment charge of $71 million on this investment during the three months ended March 31, 2020 which is included in Other (expense) income, net on the accompanying Unaudited Condensed Consolidated Statement of Operations. During the three months ended June 30, 2020, there were 0 significant equity method investment impairment charges.

~~Related Party with UTC~~

Prior to the Separation, Carrier had been managed and operated in the normal course of business with other affiliates of UTC. Accordingly, certain shared costs had been allocated to the Company and are reflected as expenses in the Unaudited Condensed Consolidated Financial Statements.

~~Related Party Sales.~~hierarchy. During the periods prior to the Separation, the Company sold products and services to UTC and its other affiliates. Product sales in the Unaudited Condensed Consolidated Statement of Operations include sales to UTC and affiliates of UTC other than Carrier of $0 million and $6 million for the three months ended June 30, 2020 and 2019, respectively, and $3 million and $12 million for the six months ended June 30, 2020 and 2019, respectively.

~~Allocated Centralized Costs.~~ Prior to the Separation, UTC incurred corporate costs for services provided to the Company and to other UTC businesses. These services included treasury, tax, accounting, human resources, internal audit, legal, purchasing, and information technology. The costs associated with these services generally included all payroll and benefit costs as well as related overhead costs. UTC also allocated costs associated with corporate insurance coverage and medical, pension, post-retirement and other health plan costs for employees participating in UTC sponsored plans. UTC corporate costs were either specifically attributed and charged to Carrier, when possible, or allocated to the Company. Allocations were based on direct usage where identifiable and on a number of other utilization measures including headcount, proportionate usage and net sales. All such amounts were deemed incurred and settled by the Company in the period in which the costs were recorded and are included in UTC Net investment.

The allocated centralized costs for the three months ended June 30, 2020 and 2019 were $0 million and $62 million, respectively, and for the six months ended June 30, 2020 and 2019 were $43 million and $116 million,~~respectively, and are primarily included in Selling, general and administrative in the Unaudited Condensed Consolidated Statement of Operations.~~

The expense and cost allocations have been determined on a basis considered to be a reasonable reflection of the utilization of services provided to or for the benefit received by the Company prior to the Separation. The amounts that would have been, or will be incurred, on a stand-alone basis could differ from the amounts allocated due to economies of scale, differences in management approach, a need for more or fewer employees, or other factors. In addition, the Company's future results of operations, financial position and cash flows could differ materially from the historical results presented herein.

~~Separation Costs.~~ In connection with the Separation, we have incurred Separation-related costs of approximately $23 million and $68 million for the three and six months ended June 30, 2020, respectively, primarily recorded in Selling, general and administrative in the Unaudited Condensed Consolidated Statement of Operations, which primarily consist of employee-related costs, costs to establish certain stand-alone functions and information technology systems, professional

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service fees and other transaction-related costs resulting from Carrier’s transition to becoming an independent publicly traded company. Carrier did 0t incur costs in connection with the Separation for the three and six months ended June 30, 2019.

~~Cash Management and Financing.~~ Prior to the Separation, the Company participated in UTC’s centralized cash management and financing programs. Cash receipts and disbursements were executed through centralized systems, which were operated by UTC. As cash was received and disbursed by UTC, it was accounted for by the Company through UTC Net investment. The majority of external debt was financed by UTC, and financing decisions for wholly and majority owned subsidiaries were determined by UTC. See Note 1 – ~~Description of the Business~~ for additional information. The Company’s cash that was excluded from UTC's centralized cash management and financing programs is classified as Cash and cash equivalents in the Unaudited Condensed Consolidated Balance Sheet as of December 31, 2019.

During the three and six months ended June 30, 2020, net assets of $859 million and $780 million, respectively, were contributed to the Company by UTC which primarily consisted of cash, deferred tax assets and liabilities, and fixed assets. Included in the net assets received were cash contributions from UTC of $590 million. These contributions of net assets are recorded as Net transfers from UTC on the Unaudited Condensed Consolidated Statement of Changes in Equity through UTC Net investment.

~~Accounts Receivable and Payable.~~ Certain related party transactions between the Company and UTC were included within UTC Net investment in the Unaudited Condensed Consolidated Balance Sheet as of December 31, 2019 when the related party transactions were not settled in cash. As of December 31, 2019, the UTC Net investment includes related party receivables due from UTC and its affiliates of $16.0 billion and related party payables due to UTC and its affiliates of $3.3 billion. As of June 30, 2020, UTC Net investment has been reclassified to Common stock and Additional paid-in capital.

Prior to the Separation, interest income and expense related to activity with UTC that was historically included in Carrier’s results is presented on a net basis in the Unaudited Condensed Consolidated Statement of Operations. For the three and six months ended June 30, 2019, there was $21 million and $49 million, respectively, of interest income from activity with UTC. For the three and six months ended June 30, 2019, there was $16 million and $32 million, respectively, of interest expense from activity with UTC. The effect of the settlement of these related party transactions is included in financing activity in the Unaudited Condensed Consolidated Statement of Cash Flows. There was 0 interest income or expense from activity with UTC for the three and six months ended June 30, 2020.

Additionally, certain transactions between Carrier and its subsidiaries, and UTC and its affiliates, were cash-settled and were reflected in Accounts receivable, net and Accounts payable in the Unaudited Condensed Consolidated Balance Sheet as of December 31, 2019 in the amounts of $6 million and $4 million, respectively. As of June 30, 2020, there were 0 accounts receivable or accounts payable balances with UTC.

~~NOTE 6: ACCOUNTS RECEIVABLE, NET~~

The Company is exposed to credit losses primarily through the sale of products and services to commercial customers, which are recorded as Trade receivables. We evaluate a customer’s ability to pay by assessing creditworthiness, historical experience and current conditions. We determine credit ratings for each customer in our portfolio based upon public information and information obtained directly from our customers. We evaluate the reasonableness of the allowance for credit losses on a quarterly basis or when events and circumstances warrant. In addition to credit quality indicators, factors considered in our evaluation of collectability include the underlying value of any collateral or security interests, past due balances, historical losses, existing economic conditions, and country and political risk. In certain circumstances, we may require collateral or prepayment to mitigate credit risk.

We determine receivables are impaired when, based on historical experience, current information and events and a reasonable forecast period, we may be unable to collect amounts due according to the contractual terms of an agreement. Estimated credit losses are written off in the period in which an accounts receivable is determined to no longer be collectible.

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~~Accounts receivable, net consisted of the following:~~

(dollars in millions) June 30, 2020 December 31, 2019
Trade receivables $ 2,328 $ 2,444
Receivables from affiliates 219 143
Other receivables 194 184
Accounts receivable 2,741 2,771
Less: Allowance for expected credit losses (76) (45)
Accounts receivable, net $ 2,665 $ 2,726

~~The changes in the allowance for expected credit losses related to Accounts receivable, net are as follows:~~


~~(dollars in millions)~~
~~Balance as of January 1, 2020~~	$	45
~~Current period provision for expected credit losses~~	27
~~Write-offs charged against the allowance for expected credit losses~~	~~(1)~~
~~Other (including impact of adoption of ASU 2016-13)~~	5
~~Balance as of June 30, 2020~~	$	76

~~NOTE 7: INVENTORIES, NET~~

(dollars in millions) June 30, 2020 December 31, 2019
Raw materials $ 242 $ 290
Work-in-process 157 120
Finished goods 1,240 922
Inventories, net $ 1,639 $ 1,332

~~Raw materials, work-in-process and finished goods are net of valuation reserves of $170 million and $152 million as of June 30, 2020 and December 31, 2019, respectively.~~

~~NOTE 8:FIXED ASSETS, NET~~

~~Fixed assets are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives.~~

(dollars in millions) Estimated Useful Lives (Years) June 30, 2020 December 31, 2019
Land $ 109 $ 113
Buildings and improvements 40 1,112 1,138
Machinery, tools and equipment 3 to 25 1,970 1,924
Rental assets 3 to 12 396 395
Other, including assets under construction 198 188
Fixed assets, gross 3,785 3,758
Accumulated depreciation (2,134) (2,095)
Fixed assets, net $ 1,651 $ 1,663

Depreciation expense was $53 million and $55 million for the three months ended June 30, 2020 and 2019, respectively, and $109 million and $109 million for the six months ended June 30, 2020 and 2019, respectively.

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~~NOTE 9: BUSINESS ACQUISITIONS, DISPOSITIONS, GOODWILL AND INTANGIBLE ASSETS~~

~~Business Acquisitions and Dispositions.~~ ~~There were no significant~~ ~~acquisitions or divestitures during the three and six months ended June 30, 2020 and 2019.~~

~~Goodwill.~~ ~~The changes in the carrying amount of goodwill are as follows:~~

(dollars in millions) HVAC Refrigeration Fire & Security Total
Balance as of January 1, 2020 $ 5,351 $ 1,228 $ 3,305 $ 9,884
Foreign currency translation (44) (10) (95) (149)
Balance as of June 30, 2020 $ 5,307 $ 1,218 $ 3,210 $ 9,735

~~Intangible Assets, net.~~ ~~Identifiable intangible assets are comprised of the following:~~

June 30, 2020 December 31, 2019
(dollars in millions) Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization
Amortized:
Customer relationships $ 1,474 $ (1,181) $ 1,479 $ (1,154)
Patents and trademarks 287 (206) 287 (201)
Monitoring lines 66 (53) 67 (52)
Service portfolios and other 629 (517) 629 (506)
2,456 (1,957) 2,462 (1,913)
Unamortized:
Trademarks and other 525 — 534 —
Intangible assets, net $ 2,981 $ (1,957) $ 2,996 $ (1,913)

Amortization of Intangible assets was $25 million and $27 million for the three months ended June 30, 2020 and 2019, respectively, and $50 million and $58 million for the six months ended June 30, 2020 and 2019, respectively.

~~NOTE 10:BORROWINGS AND LINES OF CREDIT~~

~~On February 10, 2020, we entered into a revolving credit agreement~~ ~~with various banks permitting aggregate borrowings of up to~~ $2.0 billion pursuant to an unsecured, unsubordinated revolving credit facility that matures on April 3, 2025 (the "revolving credit facility"). The revolving credit facility supports our commercial paper program and cash requirements. A commitment fee of 0.125% is charged on the unused commitments. Borrowings under the revolving credit facility are available in U.S. Dollars, Euros and Pounds Sterling and bear interest at a variable interest rate based on LIBOR plus a ratings-based margin, which was 125 basis points as of ~~June 30, 2020. As of~~ ~~June 30, 2020, there were 0 borrowings on the revolving credit facility.~~

On February 10, 2020, we entered into a $1.75 billion term loan credit agreement that provides an unsecured, unsubordinated term loan credit facility which matures on February 10, 2023 (the "term loan credit facility"). Borrowings under the term loan credit facility are subject to a variable interest rate based on LIBOR plus a ratings-based margin, which was 112.5 basis points as of ~~June 30, 2020~~.

~~On February 27, 2020, Carrier issued $9.25 billion of unsecured, unsubordinated long-term notes in 6 series with maturity dates ranging from 2023 through 2050.~~ ~~The notes were issued pursuant to an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.~~

~~On March 27, 2020, Carrier drew $1.75 billion on the term loan credit facility. The proceeds from the notes and the term loan credit facility were used to distribute~~ ~~$10.9 billion~~ ~~to UTC in connection with the Separation.~~

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The revolving credit agreement, term loan credit agreement and indenture contain affirmative and negative covenants customary for financings of this type, that among other things, limit Carrier and its subsidiaries' ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions. On June 2, 2020, the Company entered into amendments to both the revolving credit agreement and the term loan credit agreement. Pursuant to the amendments, certain terms of the revolving credit facility and the term loan credit facility were amended for a period beginning on June 2, 2020 and ending on December 30, 2021 (the "Covenant Modification Period"). The Company may terminate the Covenant Modification Period prior to December 30, 2021 subject to the satisfaction of certain conditions. The amendments defer testing of our consolidated total net leverage ratio financial covenant until June 30, 2021 and increases the consolidated total net leverage ratio limit until December 31, 2021. The amendments also require us to maintain liquidity at a certain level until the earlier of (1) June 29, 2021 and (2) the last day of the Covenant Modification Period. Additionally, during the Covenant Modification Period, the Company is subject to (a) limitations on the incurrence of subsidiary indebtedness, (b) limitations on the making of restricted payments, including purchases by the Company of its ordinary shares and the amount of dividends the Company may pay, and (c) a "most favored nations" provision related to certain terms of any committed credit facility in an amount greater than $100 million. As of June 30, 2020, we were compliant with our covenants under the agreements governing our outstanding indebtedness.

On June 19, 2020, we issued $750 million of unsecured, unsubordinated 2.700% Notes due 2031. These notes rank equally with our existing unsecured, unsubordinated obligations. We expect to use the net proceeds from the sale of the notes, which further enhance our liquidity and financial flexibility during the ongoing COVID-19 pandemic, for general corporate purposes.

As of June 30, 2020, we have a $2.0 billion unsecured, unsubordinated commercial paper program which we plan to use for general corporate purposes, including the funding of working capital and potential acquisitions. As of June 30, 2020, there were 0 borrowings outstanding under the commercial paper program.

~~Long-term debt, all of which was issued during the six months ended June 30, 2020 except for Other long-term debt, consisted of the following:~~

(dollars in millions)
Debt Description Interest Rate June 30, 2020 December 31, 2019
3-Year Term Loan Credit Facility due February 10, 2023 2.195 % 1 $ 1,750 2 $ —
1.923% Notes due February 15, 2023 1.923 % 500 2 —
2.242% Notes due February 15, 2025 2.242 % 2,000 2 —
2.493% Notes due February 15, 2027 2.493 % 1,250 2 —
2.722% Notes due February 15, 2030 2.722 % 2,000 2 —
2.700% Notes due February 15, 2031 2.700 % 750 —
3.377% Notes due April 05, 2040 3.377 % 1,500 2 —
3.577% Notes due April 05, 2050 3.577 % 2,000 2 —
Other (including project financing obligations and finance leases) 367 319
Total principal long-term debt 12,117 319
Other (discounts and debt issuance costs) (88) —
Total debt 12,029 319
Less: current portion of long-term debt 301 237
Long-term debt, net of current portion $ 11,728 $ 82

¹ ~~The interest rate on the term loan is variable based on six month LIBOR of 1.07% plus 112.5 basis points.~~

² ~~The net proceeds of the financing arrangements were used to distribute cash to UTC.~~

We issued $75 million and $77 million of debt during the six months ended June 30, 2020 and 2019, respectively, relating to project financing arrangements. Long-term debt repayments during the six months ended June 30, 2020 and 2019 were $36 million and $37 million, respectively.

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~~Scheduled maturities of long-term debt, excluding amortization of discount, are as follows:~~

(dollars in millions)
2020 $ 263
2021 $ 44
2022 $ 46
2023 $ 2,264
2024 $ —
Thereafter $ 9,500

~~The average maturity of our long-term debt at June 30, 2020 is approximate~~ly ~~12 years and the weighted-average interest rate on our total borrowings for~~the three months ended June 30, 2020 is approximately 2.7%. Interest expense associated with long-term debt for the three and six months ended June 30, 2020 was $85 million and $126 million, respectively. Included in interest expense on the accompanying Unaudited Condensed Consolidated Statement of Operations is accrued interest of $83 million and amortization of debt issuance costs of $2 million for the three months ended June 30, 2020, and accrued interest of $118 million, debt issuance costs of $5 million and amortization of debt issuance costs of $3 million for the six months ended June 30, 2020.

NOTE ~~11:~~7: EMPLOYEE BENEFIT PLANS

~~Pension Plans.~~

The Company sponsors both funded and unfunded domestic and international defined benefit ~~pension~~ and defined contribution plans as well as other post-retirement benefit ~~plans, and defined contribution~~ plans. ~~Additionally,~~In addition, the Company contributes to various domestic and international multi-employer defined benefit pension and other post-retirement benefit plans.

Contributions to the plans were as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Defined benefit plans $ 2 $ 5 $ 27 $ 27
Defined contribution plans $ 25 $ 24 $ 55 $ 49
Multi-employer pension plans $ 5 $ 5 $ 10 $ 10


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(In millions)	2021		2020		2021		2020
Defined benefit plans	$	3	$	2	$	27	$	27
Defined contribution plans	$	30	$	25	$	67	$	55
Multi-employer pension plans	$	7	$	5	$	12	$	10

The following table illustrates the components of net periodic pension benefits for ~~our~~the defined benefit pension and post-retirement benefit plans:

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Service cost $ 7 $ 8 $ 15 $ 16
Interest cost 13 16 26 33
Expected return on plan assets (34) (39) (69) (78)
Amortization of prior service credit — — 1 1
Recognized actuarial net loss 5 3 10 5
Net settlement, curtailment and special termination benefit loss — 1 1 1
Net periodic pension benefit $ (9) $ (11) $ (16) $ (22)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(In millions)	2021		2020		2021		2020
Service cost	$	7	$	7	$	14	$	15
Interest cost	10		13		19		26
Expected return on plan assets	(37)		(34)		(73)		(69)
Amortization of prior service credit	0		0		1		1
Recognized actuarial net (gain) loss	8		5		16		10
Net settlement, curtailment and special termination benefit (gain) loss	0		0		0		1
Net periodic pension expense (benefit)	$	(12)	$	(9)	$	(23)	$	(16)

NOTE 8: STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation plans in accordance with ASC 718, Compensation - Stock Compensation, which requires a fair-value based method for measuring the value of stock-based compensation. Fair value is measured once at the date of grant and is not adjusted for subsequent changes. The Company's stock-based compensation plans include programs for stock appreciation rights, restricted stock units and performance share units.

~~UTC Sponsored Defined Benefit Plans.~~Stock-based compensation expense is included in Selling, general and administrative ~~Defined benefit pension and post-retirement benefit plans sponsored by UTC have been accounted for as multi-employer plans~~ in the accompanying Unaudited Condensed Consolidated ~~Financial~~ Statements ~~in accordance with ASC Topic 715-30~~of Operations. The expense recognized was as follows:

~~: Defined Benefit Plans – Pension~~


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in millions)	2021		2020		2021		2020





Equity settled	$	21	$	22	$	40	$	35
Cash settled	6		4		10		(1)
Total stock-based compensation expense	$	27	$	26	$	50	$	34

~~and ASC Topic 715-60:~~
~~Defined Benefit Plans – Other Post-retirement. ASC Topic 715:~~ ~~Compensation-Retirement Benefits,~~ ~~which provides that an employer that participates in a multi-employer defined benefit plan is not required to report a liability beyond the contributions currently due and unpaid~~

Prior to the Separation and the Distribution, the Company participated in UTC's long-term incentive plans, which authorized various types of market and performance-based incentive awards. For these periods, stock-based compensation expense was allocated to the Company from UTC based upon direct employee headcount. In connection with the Separation and the

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~~plan. Therefore, no assets or liabilities related~~Distribution, all awards were converted into Carrier stock-based awards with unvested awards converted to ~~these plans have been included in~~preserve their intrinsic value immediately before and after the ~~Unaudited Condensed Consolidated Balance Sheet.~~Separation.

NOTE 9: GUARANTEES

The ~~expenses associated with these UTC plans were allocated to~~Company provides service and warranty coverage on its products and extends performance and operating cost guarantees beyond normal service and warranty coverage on certain products. In addition, the Company incurs discretionary costs to service its products in connection with specific product performance issues. Liabilities for performance and ~~reported~~operating cost guarantees are based upon future product performance and durability and are estimated based upon historical experience. Adjustments are recorded to accruals based on claims data and historical experience. The changes in ~~Cost~~the carrying amount of ~~products sold, Cost of services sold, Selling, general~~service and ~~administrative~~product warranties and ~~Non-service pension benefit~~product performance guarantees, included in Accrued liabilities on the accompanying Unaudited Condensed Consolidated Statement of Operations. The Company's participation in these defined benefit pension and post-retirement benefits plans sponsored by UTC has concluded in conjunction with the Separation. The pension and post-retirement expenses wereBalance Sheet, are as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Service cost $ — $ 5 $ — $ 9
Non-service pension benefit — (19) (2) (39)
Total net periodic benefit $ — $ (14) $ (2) $ (30)


	For the Six Months Ended June 30,
(In millions)	2021		2020
Balance as of January 1,	$	514	$	488
Warranties, performance guarantees issued and changes in estimated liability	89		105
Settlements made	(80)		(92)

Balance as of June 30,	$	523	$	501

NOTE 10: EQUITY

The authorized number of shares of common stock of Carrier is 4,000,000,000 shares of $0.01 par value. As of June 30, 2021, 870,754,214 shares of common stock were issued, which includes 3,053,847 shares of treasury stock.

Share Repurchase Program

On February 4, 2021, the Company's Board of Directors approved a stock repurchase program authorizing the repurchase of up to $350 million of the Company's outstanding common stock. The Company may repurchase shares from time to time subject to market conditions and at the Company's discretion in the open market or through one or more other public or private transactions, subject to compliance with the Company's obligations under the TMA and the Revolving Credit Facility. The Company records repurchases under the cost method whereby the entire cost of the acquired stock is recorded as Treasury stock as a reduction to equity. The reissuance of treasury stock uses the first-in, first-out method of accounting.

The Company repurchased 2.1 million shares and 3.1 million shares of common stock for an aggregate purchase price of $92 million and $130 million for the three and six months ended June 30, 2021, respectively, which are held in Treasury stock as of June 30, 2021 as reflected on its Unaudited Condensed Consolidated Balance Sheet.

Accumulated Other Comprehensive Income (Loss)

A summary of changes in the components of Accumulated other comprehensive income (loss) for the three months ended June 30, 2021 and 2020 is as follows:


(In millions)	Foreign Currency Translation		Defined Benefit Pension and Post-retirement Plans		Accumulated Other Comprehensive Income (Loss)





Balance as of March 31, 2021	$	(312)	$	(547)	$	(859)
Other comprehensive income (loss) before reclassifications, net	59		—		59
Amounts reclassified, pre-tax	—		8		8
Tax expense (benefit) reclassified	—		(2)		(2)

Balance as of June 30, 2021	$	(253)	$	(541)	$	(794)

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(In millions)	Foreign Currency Translation		Defined Benefit Pension and Post-retirement Plans		Accumulated Other Comprehensive Income (Loss)





Balance as of March 31, 2020	$	(1,268)	$	(468)	$	(1,736)
Other comprehensive income (loss) before reclassifications, net	250		2		252
Amounts reclassified, pre-tax	—		6		6
Tax expense (benefit) reclassified	—		(1)		(1)

Balance as of June 30, 2020	$	(1,018)	$	(461)	$	(1,479)

A summary of changes in the components of Accumulated other comprehensive income (loss) for the six months ended June 30, 2021 and 2020 is as follows:



(In millions)	Foreign Currency Translation		Defined Benefit Pension and Post-retirement Plans		Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2020	$	(191)	$	(554)	$	(745)





Other comprehensive income (loss) before reclassifications, net	(62)		—		(62)
Amounts reclassified, pre-tax	—		17		17
Tax benefit reclassified	—		(4)		(4)

Balance as of June 30, 2021	$	(253)	$	(541)	$	(794)



(In millions)	Foreign Currency Translation		Defined Benefit Pension and Post-retirement Plans		Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2019	$	(780)	$	(473)	$	(1,253)





Other comprehensive income (loss) before reclassifications, net	(238)		2		(236)
Amounts reclassified, pre-tax	—		12		12
Tax benefit reclassified	—		(2)		(2)

Balance as of June 30, 2020	$	(1,018)	$	(461)	$	(1,479)

NOTE ~~12: STOCK-BASED COMPENSATION~~11: REVENUE RECOGNITION

~~Stock-Based Compensation.~~ ~~Prior~~The Company recognizes revenue when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefit from that good or service. A significant portion of the Company's performance obligations are recognized at a point-in-time when control of the product transfers to the ~~Separation and Distribution, Carrier participated in UTC’s long-term incentive plans ("LTIP")~~customer, which ~~authorized various types~~is generally at the time of market and performance-based incentive awards, including stock options, stock appreciation rights, performance share units and restricted stock units, which were granted to eligible Carrier officers and employees. All awards granted under the UTC LTIP related to UTC common shares.

~~As a result~~shipment. The remaining portion of the ~~Separation and Distribution, outstanding and vested awards granted to employees~~Company's performance obligations are recognized over time as the customer simultaneously obtains control as the Company performs work under UTC's LTIP were generally converted into Carrier, Otis and UTC stock-based awards. Unvested awards held by Carrier employees and former employees were converted to Carrier stock-based awards. The ratio used to converta contract, or if the ~~UTC LTIP awards was intended to preserve~~product being produced for the ~~aggregate intrinsic value of each award immediately after the Separation~~customer has no alternative use and the ~~Distribution when compared~~Company has a contractual right to the aggregate intrinsic value immediately prior to the Separation and the Distribution. All performance share units outstanding on the Distribution Date were converted to restricted stock units using payout metrics based on a combination of actual performance through the Distribution Date and the target for the remainder of the performance period. Due to the conversion, we expect to incur $14 million of incremental stock-based compensation expense to be recognized over the awards' remaining 1.5 year vesting period.

Under Carrier's LTIP, the exercise price of awards, if any, is set on the grant date and, on a per share basis, may not be less than the fair market value of Carrier's common stock on that date on a per share basis. Stock appreciation rights and stock options have a term of ten years and a ~~three~~-year vesting period, subject to limited exceptions. In the event of retirement, stock appreciation rights, stock options and restricted stock units held for more than one year may vest and become exercisable (if applicable), subject to certain terms and conditions. Performance share units vest based on performance relative to pre-established metrics and generally have a minimum ~~three-year vesting period. In the event of retirement, performance share units held for more than one year remain eligible to vest based on actual performance relative to pre-established metrics.~~

We measure the cost of stock-based compensation, including stock options, at fair value on the grant date net of expected forfeitures and recognized $22 million and $14 million of such costs for the three months ended June 30, 2020 and 2019 and $35 million and $22 million for the six months ended June 30, 2020 and 2019, respectively. The stock-based compensation expense for the three months ended March 31, 2020 and the six months ended June 30, 2019 represent the amounts allocated to us from UTC related to our direct employees.payment.

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At June 30, 2020, there was $124 million of unrecognized stock-based compensation costs related to non-vested awards granted under the Carrier LTIP, which will be recognized ratably over a weighted-average period of 2.3 years.

~~Carrier LTIP activity for the three months ended June 30, 2020 was~~Sales disaggregated by product and service are as follows:

Stock Options and Stock Appreciation Rights Performance Share Units Restricted Stock Units
Average Average Average
(shares and units in thousands) Shares
Price ¹
Units
Price ²
Units
Price²
Outstanding as of April 3, 2020 ³
36,015 $ 19.90 68 $ 21.23 5,622 $ 21.37
Granted 3,735 16.59 728 18.23 290 16.66
Forfeited/Cancelled (79) 23.73 — — (13) 23.93
Outstanding as of June 30, 2020 39,671 $ 19.60 796 $ 18.49 5,899 $ 21.15
¹ Weighted-average exercise price
² Weighted-average grant date fair value
³Effective date of conversion upon the Separation and the Distribution



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(In millions)	2021		2020		2021		2020
Sales Type
Product	$	2,757	$	1,976	$	4,904	$	3,633
Service	363		315		702		617
HVAC sales	3,120		2,291		5,606		4,250

Product	915		609		1,807		1,322
Service	106		91		219		186
Refrigeration sales	1,021		700		2,026		1,508

Product	1,012		762		1,931		1,622
Service	391		295		776		641
Fire & Security sales	1,403		1,057		2,707		2,263

Total segment sales	5,544		4,048		10,339		8,021
Eliminations and other	(104)		(76)		(200)		(161)
Net sales	$	5,440	$	3,972	$	10,139	$	7,860

The weighted-average fair value of stock appreciation rights granted during the three months ended June 30, 2020 was $4.35. The weighted-average fair value of performance share units granted during the three months ended June 30, 2020 was $18.23. There were 0 stock options granted during the three months ended June 30, 2020. NaN performance share units or restricted stock units vested during the three months ended June 30, 2020.Contract Balances

~~The following table summarizes outstanding Carrier LTIP awards that~~Total contract assets and liabilities arising from contracts with customers are ~~vested and expected to vest (adjusted for expected forfeitures) and that are exercisable at June 30, 2020:~~

Equity Awards Vested and Expected to Vest Equity Awards That Are Exercisable
(shares and units in thousands; aggregate intrinsic value in dollars in thousands) Awards
Average Price ¹
Aggregate Intrinsic Value
Remaining Life²
Awards
Average Price ¹
Aggregate Intrinsic Value
Remaining Life²
Stock Options/ Stock Appreciation Rights 38,060 $ 19.51 $ 124,595 6.9 17,047 $ 16.86 $ 91,620 4.3
Performance Share Units/ Restricted Stock Units 6,331 $ 20.91 $ 140,668 2.0

¹ ~~Weighted-average exercise price per share~~

² Weighted-average remaining contractual term in years for stock options and stock appreciation rights; weighted-average remaining vesting period in years for performance share units and restricted stock units

~~The fair value of stock option awards are estimated on the date of grant using a binomial model. The following assumptions were used in the binomial model for the three months ended June 30, 2020:~~

For the Three Months Ended June 30, 2020
Volatility 35.6 %
Expected life (in years) 7.0
Expected dividend yield 2.0 %
Range of risk-free rate 0.1 % – 1.0%

Carrier has limited historical trading data and used peer group data to estimate expected volatility. Carrier used historical Carrier employee data, including data prior to the Separation and the Distribution, to estimate expected life. The expected dividend yield is consistent with Carrier's dividend policy on an annualized basis. The risk-free rate is based on the term structure of interest rates at the time the award was granted.

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~~NOTE 13: ACCUMULATED OTHER COMPREHENSIVE LOSS~~

~~A summary of the changes in each component of Accumulated other comprehensive loss, net of tax for the three and six months ended June 30, 2020 and 2019 is~~ as follows:

(dollars in millions) Foreign Currency Translation Defined Benefit Pension and Post-retirement Plans Accumulated Other Comprehensive Loss
Three Months Ended June 30, 2020
Balance as of March 31, 2020 $ (1,268) $ (468) $ (1,736)
Other comprehensive income before reclassifications, net 250 2 252
Amounts reclassified, pre-tax — 6 6
Tax benefit reclassified — (1) (1)
Balance as of June 30, 2020 $ (1,018) $ (461) $ (1,479)
Six Months Ended June 30, 2020
Balance as of January 1, 2020 $ (780) $ (473) $ (1,253)
Other comprehensive (loss) income before reclassifications, net (238) 2 (236)
Amounts reclassified, pre-tax — 12 12
Tax benefit reclassified — (2) (2)
Balance as of June 30, 2020 $ (1,018) $ (461) $ (1,479)

(dollars in millions) Foreign Currency Translation Defined Benefit Pension and Post-retirement Plans Accumulated Other Comprehensive Loss
Three Months Ended June 30, 2019
Balance as of March 31, 2019 $ (743) $ (385) $ (1,128)
Other comprehensive loss before reclassifications, net (78) — (78)
Amounts reclassified, pre-tax — 4 4
Balance as of June 30, 2019 $ (821) $ (381) $ (1,202)
Six Months Ended June 30, 2019
Balance as of January 1, 2019 $ (834) $ (381) $ (1,215)
Other comprehensive income before reclassifications, net 13 2 15
Amounts reclassified, pre-tax — 7 7
ASU 2018-02 adoption impact — (9) (9)
Balance as of June 30, 2019 $ (821) $ (381) $ (1,202)

Amounts reclassified related to defined benefit pension and post-retirement plans include amortization of prior service costs and recognized actuarial net losses. These costs are recorded as components of net periodic pension cost for each period presented (see Note 11 – ~~Employee Benefit Plans~~ ~~for additional details).~~

~~NOTE 14: INCOME TAXES~~

~~The effective tax rate for the three and six months ended June 30, 2020 was 28.2% and 44.6%, respectively, compared with 7.6% and 14.6%, respectively, for the three and six months ended June 30, 2019.~~

The increase in the effective tax rate for the three months ended June 30, 2020 is primarily due to the absence of a prior year combined tax benefit of $149 million resulting from the filing by a Carrier subsidiary to participate in an amnesty program

~~Table of Contents~~

~~offered by the Italian Tax Authority and the conclusion of an audit by the Internal Revenue Service (the "IRS") for UTC's 2014, 2015 and 2016 tax years.~~


(In millions)	June 30, 2021		December 31, 2020
Contract assets, current	$	695	$	656
Contract assets, non-current (included within Other assets)	166		98
Total contract assets	$	861	$	754

Contract liabilities, current	(576)		(512)
Contract liabilities, non-current (included within Other long-term liabilities)	(171)		(165)
Total contract liabilities	(747)		(677)
Net contract assets	$	114	$	77

The ~~increase~~timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities. Contract assets relate to the ~~effective tax rate~~conditional right to consideration for any completed performance under a contract when costs are incurred in excess of billings under the percentage-of-completion methodology. Contract liabilities relate to payments received in advance of performance under the contract or when the Company has a right to consideration that is conditioned upon transfer of a good or service to the customer. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. The Company recognized revenue of $100 million during the six months ended June 30, ~~2020 is primarily due to the items described above and a $51 million charge~~2021 that related to contract liabilities as of January 1, 2021. The Company expects a ~~valuation allowance recorded against a United Kingdom tax loss and a credit carry forward~~majority of its contract liabilities at the end of the period to be recognized as a result of activities related to the Separation, a charge of $46 million resulting from Carrier's decision to no longer permanently reinvest certain pre-2018 unremitted non-U.S. earnings, and the impact of a non-deductible impairment charge of $71 million on a minority-owned joint venture investment, all of which were recordedrevenue in the ~~six months ended June 30, 2020.~~next 12 months.

The Company assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if valuation allowances against deferred tax assets are required. The Company maintains valuation allowances against certain non-U.S. deferred tax assets. We will continue to evaluate the impact that COVID-19 and other economic impacts may have on the future realizability of a portion of the remaining non-U.S. deferred tax assets.

Carrier conducts business globally and, as a result, files income tax returns in U.S. federal and various state and foreign jurisdictions. In certain jurisdictions, Carrier's operations were included in UTC's combined tax returns for the periods through the Separation. The IRS commenced an audit of UTC's tax years 2017 and 2018 in the second quarter of 2020. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including Australia, Belgium, Canada, China, Czech Republic, France, Germany, Hong Kong, India, Italy, Mexico, Netherlands, Singapore, the United Kingdom and the United States. Carrier is no longer subject to U.S. federal income tax examination for years prior to 2017 and, with few exceptions, is no longer subject to state and local and foreign income tax examinations for tax years before 2010.

Income taxes through March 31, 2020 were recorded based on a "carve-out" and separate company basis. Prior to the Separation, the Company’s portion of income taxes for domestic and certain foreign jurisdictions were deemed settled in the period the related tax expense was recorded. After the Separation, the Company’s income taxes are prepared on a stand-alone basis.

Pursuant to the TMA, Carrier is required to make payments to UTC representing Carrier's portion of UTC's remaining net tax liability attributable to U.S. income tax on previously undistributed earnings of Carrier's international subsidiaries resulting from the passage of the Tax Cuts and Jobs Act of 2017 (the "TCJA"). The balances computed on a separate company basis of approximately $68 million recorded within Accrued liabilities and $701 million recorded within Future income tax obligations were adjusted through UTC Net investment upon the Separation resulting in a future stand-alone obligation of $453 million recorded within Other long-term liabilities and $6 million within Accrued liabilities. This obligation is expected to be settled in 6 annual installments, beginning April 15, 2021.

After the Separation, Carrier is entitled to unrecognized tax benefits to the extent the item relates exclusively to Carrier in accordance with the TMA. The change from a separate company to stand-alone basis resulted in a decrease of $37 million to Future income tax obligations and $27 million to Future income tax benefits, both of which were recorded through UTC Net investment in the three months ended June 30, 2020.

In the ordinary course of business, there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. The Company believes that it is reasonably possible that a net decrease in unrecognized tax benefits of up to $15 million may occur within 12 months as a result of additional worldwide uncertain tax positions, the revaluation of uncertain tax positions arising from examinations, appeals, court decisions, or the closure of tax statutes and the Separation.

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NOTE ~~15:~~12: RESTRUCTURING COSTS

~~During the three and six months ended June 30, 2020 and 2019, we recorded net pre-tax restructuring costs for new and ongoing restructuring actions as follows:~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
HVAC $ 1 $ 18 $ 3 $ 35
Refrigeration 3 4 3 7
Fire & Security 6 8 9 21
Eliminations and other 1 — 1 —
Total restructuring costs $ 11 $ 30 $ 16 $ 63

~~Restructuring charges incurred during the six months ended June 30, 2020~~The Company incurs costs associated with restructuring initiatives intended to improve operating performance, profitability and ~~2019 primarily relate to actions initiated during 2020 and 2019, and were recorded as follows:~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Cost of sales $ 5 $ 8 $ 6 $ 13
Selling, general and administrative 6 22 10 50
Total restructuring costs $ 11 $ 30 $ 16 $ 63

~~2020 Actions.~~ ~~During the six months ended June 30, 2020, we recorded net pre-tax restructuring costs of $13 million for restructuring actions initiated in 2020, consisting~~ ~~of $5 million in~~ ~~Cost of products sold and Cost of services sold~~ ~~and $8 million in Selling, general and administrative. The 2020 actions relate to ongoing cost reduction efforts, including~~working capital levels. Actions associated with these initiatives may include improving productivity, workforce reductions and the consolidation of ~~field operations. We are targeting to complete the majority of the remaining actions in 2021.~~

~~The following table summarizes the accrual balance and utilization for the 2020 restructuring actions:~~

(dollars in millions) Severance Facility Exit,
Lease Termination
and Other Costs Total
For the Three Months Ended June 30, 2020
Restructuring accrual as of March 31, 2020 $ 2 $ — $ 2
Net pre-tax restructuring costs 10 1 11
Utilization, foreign exchange and other costs (4) — (4)
Balance as of June 30, 2020 $ 8 $ 1 $ 9
For the Six Months Ended June 30, 2020
Restructuring accrual as of January 1, 2020 $ — $ — $ —
Net pre-tax restructuring costs 12 1 13
Utilization, foreign exchange and other costs (4) — (4)
Balance as of June 30, 2020 $ 8 $ 1 $ 9
facilities.

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The ~~following table summarizes expected, incurred and remaining costs for the 2020 restructuring actions by segment:~~

(dollars in millions) Expected Costs Costs Incurred - Three Months Ended March 31, 2020 Costs Incurred - Three Months Ended June 30, 2020 Remaining Costs at June 30, 2020
HVAC $ 5 $ (1) $ (2) $ 2
Refrigeration 5 — (3) 2
Fire & Security 8 (1) (5) 2
Eliminations and other 2 — (1) 1
Total $ 20 $ (2) $ (11) $ 7

~~2019 Actions.~~ ~~During the six months ended June 30, 2020 and 2019, we~~Company recorded net pre-tax restructuring costs ~~totaling $3 million~~for new and ~~$49 million, respectively, for~~ongoing restructuring actions initiated in 2019, consisting of $1 million and $8 million in Cost of products sold and Cost of services sold and $2 million and $41 million in Selling, general and administrative, respectively. The 2019 actions relate to ongoing cost reduction efforts, including workforce reductions and consolidation of field operations. The following table summarizes the accrual balances and utilization for the 2019 restructuring actions:initiatives as follows:

(dollars in millions) Severance Facility Exit,
Lease Termination
and Other Costs Total
For the Three Months Ended June 30, 2020
Restructuring accrual as of March 31, 2020 $ 32 $ — $ 32
Net pre-tax restructuring costs — — —
Utilization, foreign exchange and other costs (5) — (5)
Balance as of June 30, 2020 $ 27 $ — $ 27
For the Six Months Ended June 30, 2020
Restructuring accrual as of January 1, 2020 $ 43 $ 1 $ 44
Net pre-tax restructuring costs 3 — 3
Utilization, foreign exchange and other costs (19) (1) (20)
Balance as of June 30, 2020 $ 27 $ — $ 27


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(In millions)	2021		2020		2021		2020
HVAC	$	7	$	1	$	11	$	3
Refrigeration	3		3		5		3
Fire & Security	9		6		20		9
Total Segment	19		10		36		15
General corporate expenses	2		1		3		1
Total restructuring costs	$	21	$	11	$	39	$	16

Cost of sales	$	6	$	5	$	11	$	6
Selling, general and administrative	15		6		28		10

Total restructuring costs	$	21	$	11	$	39	$	16

The following table summarizes ~~expected, incurred~~the reserves and ~~remaining costs for the 2019~~charges related to restructuring ~~actions by segment:~~

(dollars in millions) Expected
Costs Costs Incurred in 2019 Costs Incurred - Three Months Ended March 31, 2020 Costs Incurred - Three Months Ended June 30, 2020 Remaining Costs at June 30, 2020
HVAC $ 53 $ (51) $ (1) $ 2 $ 3
Refrigeration 16 (14) — (1) 1
Fire & Security 49 (43) (2) (1) 3
Eliminations and other 2 (2) — — —
Total $ 120 $ (110) $ (3) $ — $ 7
actions:


	For the Six Months Ended June 30,
(In millions)	2021		2020
Balance as of January 1,	$	49	$	66
Net pre-tax restructuring costs	39		16
Utilization, foreign exchange and other	(40)		(35)
Balance as of June 30,	$	48	$	47

~~2018 and Prior Actions.~~

During the six months ended June 30, ~~2020~~2021, charges associated with restructuring initiatives related to cost reduction efforts. Amounts recognized primarily related to severance due to workforce reductions and ~~2019, we recorded net pre-tax restructuring~~exit costs ~~totaling $0 million and $14 million, respectively, for restructuring actions initiated in 2018 and prior, consisting~~due to the consolidation of ~~$0 million and $5 million in Cost of products sold and Cost of services sold and $0 million and $9 million in Selling, general and administrative, respectively.~~field operations. As of June 30, ~~2020 and 2019, we~~2021, the Company had ~~approximately $11~~$48 million ~~and $37 million, respectively,~~accrued for costs associated with its announced restructuring initiatives, all of ~~accrual balances remaining related~~which is expected to ~~2018 and prior actions.~~be paid within one year.

NOTE ~~16: GUARANTEES~~13: INCOME TAXES

The Company ~~provides service~~accounts for income tax expense in accordance with ASC 740, which requires that an estimate of the annual effective income tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and ~~warranty coverage~~projected results for the full year. The effective tax rate for the three months ended June 30, 2021 was 32.0% compared with 28.2% for the three months ended June 30, 2020. The period-over-period increase is primarily due to a $43 million deferred tax charge as a result of a tax rate increase enacted on ~~its products~~June 10, 2021, with an effective date of April 2023, from 19% to 25% in the United Kingdom.

The effective tax rate for the six months ended June 30, 2021 was 27.5% compared with 44.6% for the six months ended June 30, 2020. The year-over-year decrease is primarily due to the absence of a prior year charge of $51 million related to a valuation allowance recorded against a United Kingdom tax loss and ~~extends performance~~credit carryforward and ~~operating cost guarantees beyond normal service~~a $46 million charge resulting from the Company's decision to no longer permanently reinvest certain pre-2018 unremitted non-U.S. earnings. The six months ended June 30, 2021 included a $43 million deferred tax charge as a result of the tax rate increase from 19% to 25% in the United Kingdom, partially offset by the recognition of a favorable tax adjustment of $21 million resulting from a re-organization in our German subsidiaries.

Income taxes through March 31, 2020 were recorded based on a "carve-out" and ~~warranty coverage on some~~separate company basis. Prior to the Separation and the Distribution, the Company’s portion of ~~its products. In addition, the Company incurs~~income taxes for domestic and certain foreign jurisdictions were

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~~discretionary costs~~deemed settled in the period the related tax expense was recorded. After the Separation and the Distribution, the Company’s income taxes are prepared on a stand-alone basis.

The Company assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income that may be available to ~~service~~absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine whether valuation allowances against deferred tax assets are required. The Company maintains valuation allowances against certain deferred tax assets.

The Company conducts business globally and files income tax returns in U.S. federal, state and foreign jurisdictions. In certain jurisdictions, the Company's operations were included in UTC's combined tax returns for the periods through the Distribution. The U.S. Internal Revenue Service ("IRS") commenced an audit of UTC's tax years 2017 and 2018 in the second quarter of 2020. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including Australia, Belgium, Canada, China, Czech Republic, France, Germany, Hong Kong, India, Italy, Mexico, the Netherlands, Singapore, the United Kingdom and the United States. The Company is no longer subject to U.S. federal income tax examination for years prior to 2017 and, with few exceptions, is no longer subject to state, local and foreign income tax examinations for tax years prior to 2013.

In the ordinary course of business, there is inherent uncertainty in quantifying the Company's income tax positions. The Company assesses its ~~products in connection with specific product performance issues. Liabilities~~income tax positions and records tax benefits for ~~performance and operating cost guarantees are~~all years subject to examination based upon ~~future product performance~~management’s evaluation of the facts, circumstances and ~~durability,~~information available at the reporting date. The Company believes that it is reasonably possible that a net decrease in unrecognized tax benefits of between $20 million and ~~are largely estimated based upon historical experience. Adjustments are recorded to accruals based on claims data and historical experience. The changes in~~$35 million may occur within 12 months as a result of additional uncertain tax positions, the ~~carrying amount~~Separation, the revaluation of ~~service and product warranties and product performance guarantees, included in Accrued liabilities on~~uncertain tax positions arising from examinations, appeals, court decisions and/or the ~~accompanying Unaudited Condensed Consolidated Balance Sheet, for the six months ended June 30, 2020 and 2019 are as follows:~~

For the Six Months Ended June 30,
(dollars in millions) 2020 2019
Balance as of January 1 $ 488 $ 473
Warranties, performance guarantees issued and changes in estimated liability 105 93
Settlements made (92) (76)
Balance as of June 30 $ 501 $ 490
expiration of tax statutes.

NOTE 1714: EARNINGS PER SHARE: ~~FAIR VALUE MEASUREMENTS~~

~~We invest a portion~~Earnings per share is computed by dividing Net income attributable to common shareowners by the weighted-average number of ~~our Cash and cash equivalents in money market mutual funds with original maturities~~shares of ~~less than three months. We attempt~~common stock outstanding during the period (excluding treasury stock). Diluted earnings per share is computed by giving effect to ~~manage foreign currency transaction exposures through operational strategies and the use of foreign currency hedging contracts. In accordance with the provisions of ASC Topic 820:~~ ~~Fair Value Measurement,~~ ~~the following tables provide the valuation hierarchy classification of assets and liabilities~~all potentially dilutive stock awards that are ~~recorded at fair value~~outstanding. The computation of diluted earnings per share excludes the effect of the potential exercise of stock-based awards, including stock appreciation rights and ~~measured on a recurring basis in our Unaudited Condensed Consolidated Balance Sheet:~~stock options, when the effect of the potential exercise would be anti-dilutive.


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share amounts)	2021		2020		2021		2020
Net income attributable to common shareowners	$	487	$	261	$	871	$	357

Basic weighted-average number of shares outstanding	868.7		866.2		869.0		866.2
Stock awards and equity units (share equivalent)	22.2		4.7		21.4		4.7
Diluted weighted-average number of shares outstanding	890.9		870.9		890.4		870.9

Antidilutive shares excluded from computation of diluted earnings per share	3.1		30.9		3.1		30.9

Earnings Per Share
Basic	$	0.56	$	0.30	$	1.00	$	0.41
Diluted	$	0.55	$	0.30	$	0.98	$	0.41

June 30, 2020
(dollars in millions) Total Level 1 Level 2 Level 3
Recurring fair value measurement:
Money market mutual funds $ 38 1 $ — $ 38 $ —
Derivative assets $ 3 2 $ — $ 3 $ —
Derivative liabilities $ (5) 3 $ — $ (5) $ —

¹ ~~Included in Cash~~On the Distribution Date, 866,158,910 shares of the Company’s common stock, par value $0.01 per share, were distributed to UTC shareowners of record as of March 19, 2020. This share amount is utilized for the calculation of basic and ~~cash equivalents on~~diluted earnings per share for all periods presented prior to the ~~accompanying Unaudited Condensed Consolidated Balance Sheet~~

² ~~Included in Other assets, current on~~Separation and the ~~accompanying Unaudited Condensed Consolidated Balance Sheet~~

³ ~~Included in Accrued liabilities on~~Distribution and such shares are treated as issued and outstanding for purposes of calculating historical earnings per share. It is assumed that there are 0 dilutive equity instruments for the ~~accompanying Unaudited Condensed Consolidated Balance Sheet~~

~~Valuation Techniques.~~ ~~Our derivative assets~~periods prior to the Separation and ~~liabilities are measured at fair value using internal models based on observable market inputs, such as forward, interest, contract~~Distribution because there were no Carrier stock-based awards outstanding prior to the Separation and ~~discount rates.~~

~~The following table provides~~ the ~~carrying amounts and fair values of financial instruments that are not recorded at fair value in our Unaudited Condensed Consolidated Balance Sheet:~~

June 30, 2020 December 31, 2019
(dollars in millions) Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Current and long-term debt (excluding finance leases) $ 12,023 $ 12,116 $ 313 $ 313

~~The following tables provide the valuation hierarchy classification of assets and liabilities that are not carried at fair value in our Unaudited Condensed Consolidated Balance Sheet:~~

June 30, 2020
(dollars in millions) Total Level 1 Level 2 Level 3
Current and long-term debt (excluding finance leases) $ 12,116 $ 10,004 $ — $ 2,112
Distribution.

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December 31, 2019
(dollars in millions) Total Level 1 Level 2 Level 3
Current and long-term debt (excluding finance leases) $ 313 $ — $ — $ 313
NOTE 15: BUSINESS ACQUISITIONS AND DISPOSITIONS

~~Valuation Techniques.Based on the information available as of June 30, 2020, the fair value of the term loan credit facility was estimated on the basis of the present value of~~ ~~the expected future cash flows contractually due~~ in accordance with the terms of the term loan credit agreement, a Level 3 measurement. The cash flows were discounted using the LIBOR rate at the valuation date based on the terms of the term loan credit agreement and adjusted for any change in credit risk premium. At June 30, 2020, the project financing obligations included in Long-term debt approximate their fair value. Du~~ring the three months ended June 30, 2020 and 2019, there were no transfers in or out of levels 1, 2 or 3.~~

~~The following table presents changes during~~During the six months ended June 30, ~~2020~~2021, the Company acquired consolidated and ~~2019~~minority-owned businesses. The aggregate cash paid, net of cash acquired, totaled $167 million and was funded through cash on hand. Acquisitions are recorded using the acquisition method of accounting in ~~Level 3~~accordance with ASC 805, Business Combinations ("ASC 805"). As a result, the aggregate purchase price has been allocated to assets acquired and liabilities ~~not measured~~assumed based on the estimate of fair market value of such assets and liabilities at the date of acquisition. Intangible assets associated with these transactions totaled $94 million and primarily related to customer relationships, technology assets and a non-compete agreement. The excess purchase price over the estimated fair value of net assets acquired was recognized as goodwill and totaled $175 million.

Acquisition of Giwee Group Co.

On June 1, 2021, the Company acquired a 70% controlling stake in Guangdong Giwee Group and its subsidiaries ("Giwee"). Giwee is a China-based manufacturer of HVAC products, offering a portfolio of products including variable refrigerant flow, modular chillers and light commercial air conditioners. The results of Giwee are reported within the HVAC segment as of the date of acquisition. The Company has not included pro forma financial information required under ASC 805 as the pro forma impact was not deemed significant.

The excess of the purchase price over the estimated fair value of the net assets acquired was recognized as goodwill and totaled $168 million, which is not deductible for tax purposes. Accounts receivable and current liabilities were stated at their historical carrying value, which approximates fair value given the short-term nature of these assets and liabilities. The estimate of fair value for inventory and property, plant and equipment was based on ~~a recurring basis:~~an assessment of the acquired assets' condition as well as an evaluation of the current market value of such assets.

For the Six Months Ended June 30,
(dollars in millions) 2020 2019
Fair value as of January 1 $ 313 $ 291
Issuances, including interest on project financing obligations 1,835 85
Settlements (36) (37)
Fair value as of June 30 $ 2,112 $ 339

The Company recorded intangible assets based on its preliminary estimate of fair value, which consisted of the following:


(in millions)	Estimated Useful Life (in years)	Intangible Assets Acquired
Customer relationships	14	$	52
Technology	10	34
Non-compete agreement	5	8
Total intangible assets acquired		$	94

The valuation of intangible assets was determined using an income approach methodology including the multi-period excess earnings method and the relief from royalty method. Key assumptions used in estimating future cash flows included projected revenue growth rate, customer attrition rates and royalty rates. The projected future cash flows are discounted to present value using an appropriate discount rate. As of June 30, 2021, the Company has not finalized the process of allocating the purchase price and valuing the acquired assets and liabilities for the Giwee acquisition.

NOTE 16: SEGMENT FINANCIAL DATA

The Company has 3 operating segments:

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

•The Refrigeration segment includes transport refrigeration and monitoring products, services and digital solutions for trucks, trailers, shipping containers, intermodal and rail, as well as commercial refrigeration products.

•The Fire & Security segment provides a wide range of residential, commercial and industrial technologies and systems, and service solutions to protect people and property.

Our customers are in both the public and private sectors and our businesses reflect extensive geographic diversification. Inter-company sales between segments are immaterial.

Table of Contents

Net sales and Operating profit by segment are as follows:


	Net Sales				Operating Profit
	For the Three Months Ended June 30,				For the Three Months Ended June 30,
(In millions)	2021		2020		2021		2020
HVAC	$	3,120	$	2,291	$	573	$	358
Refrigeration	1,021		700		123		61
Fire & Security	1,403		1,057		148		106
Total segment	5,544		4,048		844		525
Eliminations and other	(104)		(76)		(23)		(56)
General corporate expenses	0		0		(38)		(27)
Total Consolidated	$	5,440	$	3,972	$	783	$	442



	Net Sales				Operating Profit
	For the Six Months Ended June 30,				For the Six Months Ended June 30,
(In millions)	2021		2020		2021		2020
HVAC	$	5,606	$	4,250	$	938	$	525
Refrigeration	2,026		1,508		250		160
Fire & Security	2,707		2,263		298		226
Total segment	10,339		8,021		1,486		911
Eliminations and other	(200)		(161)		(63)		(91)
General corporate expenses	0		0		(69)		(63)
Total Consolidated	$	10,139	$	7,860	$	1,354	$	757

Geographic external sales are attributed to the geographic regions based on their location of origin. With the exception of the U.S. presented in the table below, there were no individually significant countries with sales exceeding 10% of total sales during the six months ended June 30, 2021 and 2020.



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(In millions)	2021		2020		2021		2020
United States	$	2,848	$	2,192	$	5,201	$	4,203
International:
Europe	1,459		969		2,857		2,148
Asia Pacific	907		645		1,649		1,164
Other	226		166		432		345
Net sales	$	5,440	$	3,972	$	10,139	$	7,860

Table of Contents

NOTE 17: RELATED PARTIES

Equity Method Investments

The Company sells products to and purchases products from unconsolidated entities accounted for under the equity method and, therefore, these entities are considered to be related parties. Amounts attributable to equity method investees are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2021		2020		2021		2020
Sales to equity method investees included in Product sales	$	652	$	434	$	1,120	$	778
Purchases from equity method investees included in Cost of products sold	$	98	$	66	$	174	$	143

The Company had receivables from and payables to equity method investees as follows:


(In millions)	June 30, 2021		December 31, 2020
Receivables from equity method investees included in Accounts receivable, net	$	243	$	161
Payables to equity method investees included in Accounts payable	$	59	$	38

The Company periodically reviews the carrying value of its equity method investments to determine if there has been an other-than-temporary decline in fair value. During the three months ended March 31, 2020, the Company determined that indicators of impairment existed for a minority owned joint venture investment and performed a valuation of this investment using a discounted cash flow method. The Company determined that the loss in value was other-than-temporary due to a reduction in sales and earnings that were primarily driven by a deterioration in the oil and gas industry (the joint venture's primary market) and by the impact of the COVID-19 pandemic. As a result, the Company recorded a non-cash, other-than-temporary impairment charge of $71 million on this investment during the three months ended March 31, 2020, which is included in Other income (expense), net on the accompanying Unaudited Condensed Consolidated Statement of Operations.

NOTE 18: COMMITMENTS AND CONTINGENT LIABILITIES

The Company is involved in various litigation, claims and administrative proceedings, including those related to environmental (including asbestos) and legal matters. In accordance with ASC 450, Contingencies ("ASC 450"), the Company records accruals for loss contingencies when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. These accruals are generally based upon a range of possible outcomes. If no amount within the range is a better estimate than any other, the Company accrues the minimum amount. In addition, these estimates are reviewed periodically and adjusted to reflect additional information when it becomes available. The Company is unable to predict the final outcome of the following matters based on the information currently available, except as otherwise noted. However, the Company does not believe that the resolution of any of these matters will have a material adverse effect upon ~~our~~the Company's competitive position, results of operations, cash flows or financial condition.

~~Environmental.~~

Environmental Matters

The Company’s operations are subject to environmental regulation by various authorities. ~~We have~~The Company has accrued for the costs of environmental remediation activities, including but not limited to investigatory, remediation, operating and maintenance costs and performance guarantees, and wethe Company periodically ~~reassess~~reassesses these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote. ~~As of June 30, 2020 and December 31, 2019, the~~The outstanding ~~liability~~liabilities for environmental obligations was $230 million and $217 million, respectively, of which $13 million and $14 million, respectively, is included in Accrued liabilities and $217 million and $203 million, respectively, is included in Other long-term liabilities on the accompanying Unaudited Condensed Consolidated Balance Sheet.are as follows:

~~Legal Proceedings.~~


(In millions)	June 30, 2021		December 31, 2020
Environmental reserves included in Accrued liabilities	$	25	$	26
Environmental reserves included in Other long-term liabilities	209		213
Total Environmental reserves	$	234	$	239

Asbestos Matters

–

The Company and its consolidated subsidiaries have been named as defendants in lawsuits alleging personal injury as a result of exposure to asbestos allegedly integrated into certain Carrier products or business premises. While the Company has never manufactured asbestos and no longer incorporates it into any currently-manufactured products, certain products that ~~Carrier~~the Company no longer manufactures contained components incorporating asbestos. A substantial majority of these asbestos-related claims have been dismissed without payment or ~~were~~have been covered in full or in part by insurance or other forms of indemnity. Additional cases were litigated and settled without any insurance reimbursement. The amounts involved in asbestos-related claims were not material individually or in the aggregate in any period.

The Company had asbestos liabilities and related recoveries as follows:


(In millions)	June 30, 2021		December 31, 2020
Asbestos liabilities included in Accrued liabilities	$	18	$	17
Asbestos liabilities included in Other long-term liabilities	222		228
Total Asbestos liabilities	$	240	$	245

Asbestos-related recoveries included in Other assets, current	$	6	$	6
Asbestos-related recoveries included in Other assets	95		97
Total Asbestos-related recoveries	$	101	$	103

The amounts recorded for asbestos-related liabilities are based on currently available information and assumptions that ~~we believe~~the Company believes are reasonable and are made with input from outside actuarial experts. ~~As of June 30, 2020, the estimated range of liability to resolve all pending and unasserted potential future asbestos claims through 2059 is approximately $251 million to $290 million.~~ Where no amount within a range of estimates is more likely, the minimum is accrued. ~~We have recorded the minimum amount of $251 million and $255 million, which is principally recorded in Other long-term liabilities on the Unaudited Condensed Consolidated Balance Sheet as of June 30, 2020 and December 31, 2019, respectively.~~ These amounts are undiscounted and exclude the Company’s legal fees to defend the asbestos claims, which are expensed as incurred. In addition, the Company has recorded an insurance recovery receivable for probable asbestos-related ~~recoveries~~recoveries.

UTC Equity Awards Conversion Litigation

On August 12, 2020, several former employees of ~~approximately~~UTC or its subsidiaries filed a putative class action complaint (the "Complaint") in the United States District Court for the District of Connecticut against Raytheon Technologies Corporation, Carrier, Otis, the former members of the UTC Board of Directors and the members of the Carrier and Otis Boards of Directors ( ~~$104 million,~~ Geraud Darnis, et al. v. Raytheon Technologies Corporation, et al.). The Complaint challenges the method by which UTC equity awards were converted to UTC, Carrier and Otis equity awards following the Separation and the Distribution. The Complaint asserted that the defendants are liable for breach of certain equity compensation plans and for breach of fiduciary duty and also asserted claims under certain provisions of the Employee Retirement Income Security Act of 1974, as amended. Plaintiffs have withdrawn, with prejudice, their claims against Otis's and Carrier's current Boards of Directors. Carrier believes that the remaining claims against the Company are without merit.

Aqueous Film Forming Foam Litigation

Aqueous Film Forming Foam ("AFFF") is ~~included~~a firefighting foam developed in the 1970s pursuant to U.S. military specification and used to extinguish certain types of fires primarily at airports and military bases. AFFF was manufactured by several companies, including National Foam and Angus Fire. UTC acquired the National Foam and Angus Fire businesses in ~~Other assets on~~2005 as part of the ~~Unaudited Condensed Consolidated Balance Sheet as~~acquisition of ~~June 30, 2020~~Kidde, which had been operated by Carrier. In 2013, UTC divested the National Foam and ~~December 31, 2019.~~Angus Fire businesses to a third party.

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~~Income Taxes.~~ ~~As described in Note 1 –~~ ~~Description~~The Company and many other parties, including the third-party buyer of the ~~Business,~~ National Foam and Angus Fire businesses, have been named as defendants in over 1,300 cases, including putative class actions and other lawsuits, alleging that the ~~TMA provides special rules that allocate responsibility for tax liabilities arising from a failure~~historic use of AFFF caused personal injuries and property damage. Additionally, several state, municipal and water utility plaintiffs have commenced litigation against the same defendants to recover remediation costs related to historic use of AFFF. In December 2018, the U.S. Judicial Panel on Multidistrict Litigation ("MDL") transferred and consolidated all of the ~~Separation transactions~~AFFF cases pending in the federal courts to ~~qualify~~the U.S. District Court for ~~tax-free treatment based on~~ the ~~reasons~~District of South Carolina for pre-trial proceedings.

Plaintiffs in the MDL allege that a chemical ingredient in AFFF contains, or breaks down into, compounds known as perflourooctane sulfonate ("PFOS") and perflourooctane acid ("PFOA") that were released into the environment and, in some instances, ultimately leached into drinking water supplies. National Foam and Angus Fire purchased these perflourinated chemical ingredients from third-party chemical manufacturers to manufacture AFFF. Chemicals containing PFOS and PFOA (or their precursors) have also been used for decades by many third parties to manufacture carpets, clothing, fabrics, cookware and other consumer products. The individual plaintiffs in the MDL generally seek compensatory damages for alleged personal injuries, medical monitoring and diminution in property value and injunctive relief to remediate alleged contamination of water supplies. The U.S., state, municipal and water utility plaintiffs in the MDL generally seek damages and costs related to the remediation of public property and water supplies.

The Company and other defendants are also party to fewer than 10 cases in state court brought by oil refining companies in the U.S. alleging product liability claims related to legacy sales of AFFF and seeking damages for the costs to replace the product and for property damage.

The Company and other defendants are also party to an action related to the AFFF manufacturing facility that was operated by National Foam and Angus Fire in which the plaintiff water utility seeks remediation costs related to the alleged contamination of the local water supply.

The Company believes that it has meritorious defenses to these claims and the Company is also seeking insurance coverage for these claims. At this time, however, given the numerous factual, scientific and legal issues to be resolved relating to these claims, the Company is unable to assess the probability of liability or reasonably estimate the damages, if any, to be allocated to the Company, if one or more plaintiffs were to prevail in these cases, and there can be no assurance that any such ~~failure. Further,~~future exposure will not be material in any period.

Income Taxes

Under the TMA, the Company is responsible to UTC for its share of the ~~TCJA~~Tax Cuts and Jobs Act ("TCJA") transition tax associated with foreign undistributed earnings as of December 31, 2017. As ~~of June 30, 2020,~~a result, a liability of ~~$72~~$453 million ~~primarily related to our share of TCJA transition tax associated with foreign undistributed earnings~~ is included within ~~Other long-term liabilities on~~ the accompanying Unaudited Condensed Consolidated Balance ~~Sheet. We believe~~Sheet at June 30, 2021. This obligation is expected to be settled in annual installments ending in April 2026 with the next installment of $36 million included within Accrued Liabilities. The Company believes that the likelihood of incurring losses materially in excess of this amount is remote.

~~Other.~~ ~~As described in Note 16 –~~ ~~Guarantees~~, the Company extends performance and operating cost guarantees beyond the normal warranty and service policies for extended periods on some of its products. The Company typically accrues its estimate of the liability that may result under these guarantees and for service costs that are probable and can be reasonably estimated.Other

The Company has other commitments and contingent liabilities related to legal proceedings, self-insurance programs and matters arising in the ordinary course of business. The Company accrues for contingencies generally based upon a range of possible outcomes. If no amount within the range is a better estimate than any other, the Company accrues the minimum amount.

In the ordinary course of business, ~~Carrier~~the Company is also routinely a defendant in, party to or otherwise subject to many pending and threatened legal actions, claims, disputes and proceedings. These matters are often based on alleged violations of contract, product liability, warranty, regulatory, environmental, health and safety, employment, intellectual property, tax and other laws. In some of these proceedings, claims for substantial monetary damages are asserted against the Company and ~~its subsidiaries and~~ could result in fines, penalties, compensatory or treble damages or non-monetary relief. ~~We do~~The Company does not believe that these matters will have a material adverse effect upon ~~our~~its competitive position, results of operations, cash flows or financial condition.

NOTE ~~19: SEGMENT FINANCIAL DATA~~

~~Carrier’s operations are classified into 3 segments: HVAC, Refrigeration and Fire & Security.~~

HVAC provides products, controls, services and solutions to meet the heating and cooling needs of residential and commercial customers, while enhancing building performance, energy efficiency and sustainability.19: SUBSEQUENT EVENTS

~~Refrigeration is comprised~~Sale of transport refrigeration and commercial refrigeration products and solutions. Transport refrigeration products and services include refrigeration and monitoring systems for trucks, trailers, shipping containers, intermodal and rail.Chubb Fire & Security Business

On July 26, 2021, the Company entered into an agreement to sell its Chubb Fire and Security business (Chubb) to APi Group Corporation (APi) for an enterprise value of $3.1 billion (the “Agreement”). The purchase price is subject to working capital and other adjustments as provided in the Agreement. Chubb, reported within the Company’s Fire & Security ~~includes a wide range of residential and building systems products and solutions, including~~segment, delivers essential fire ~~flame, gas, smoke and carbon monoxide detection; portable fire extinguishers; fire suppression systems; intruder alarms; access control systems and video management systems. Other fire~~safety and security solutions from design and installation to monitoring, service ~~offerings include audit, design, installation~~ and ~~system integration,~~maintenance across more than 17 countries around the globe. At June 30, 2021, Chubb did not meet the criteria for assets held for sale in the Unaudited Condensed Consolidated Balance Sheet. On a prospective basis, the net assets of Chubb will be classified as ~~well as aftermarket maintenance~~held for sale until the divestiture is completed. This transaction is expected to close late in the fourth quarter of 2021 or early in the first quarter of 2022, subject to regulatory approvals, required works council consultation in France and ~~repair~~customary closing conditions. Based on the carrying amount of Chubb’s net assets, foreign currency translation rates and ~~monitoring services.~~

~~Segment Information.~~ ~~Segment information~~other assumptions at June 30, 2021, the Company expects to recover the carrying value of the disposal group upon completion of the transaction. In conjunction with the Agreement, the Company has agreed to provide APi, and APi has agreed to provide the Company, certain transitional services for varying periods after the ~~periods presented are as follows:~~

Net Sales Operating Profit
For the Three Months Ended June 30, For the Three Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
HVAC $ 2,291 $ 2,735 $ 358 $ 545
Refrigeration 700 955 61 121
Fire & Security 1,057 1,386 106 184
Total segment 4,048 5,076 525 850
Eliminations and other (76) (114) (56) (15)
General corporate expenses — — (27) (30)
Consolidated $ 3,972 $ 4,962 $ 442 $ 805
closing.

Share Repurchase Program

On July 27, 2021, the Company's Board of Directors approved a $1.75 billion increase to the Company's existing $350 million stock repurchase program authorized in February 2021. Share repurchases may take place from time to time subject to market conditions and at the Company's discretion in the open market or through one or more other public or private transactions.

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~~Table of Contents~~

Net Sales Operating Profit
For the Six Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
HVAC $ 4,250 $ 4,903 $ 525 $ 838
Refrigeration 1,508 1,917 160 248
Fire & Security 2,263 2,676 226 316
Total segment 8,021 9,496 911 1,402
Eliminations and other (161) (211) (91) (32)
General corporate expenses — — (63) (65)
Consolidated $ 7,860 $ 9,285 $ 757 $ 1,305

~~Geographic External Sales.~~ Geographic external sales and operating profits are attributed to the geographic regions based on their location of origin. With the exception of the U.S. presented in the table below, there were no individually significant countries with sales exceeding 10% of total sales during the six months ended June 30, 2020 and 2019.

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
United States Operations $ 2,192 $ 2,713 $ 4,203 $ 4,932
International Operations
Europe 969 1,301 2,148 2,593
Asia Pacific 645 738 1,164 1,350
Other 166 210 345 410
Consolidated $ 3,972 $ 4,962 $ 7,860 $ 9,285

~~Products sales and Service sales.~~ ~~Segment sales disaggregated by product and service are as follows:~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Sales Type
Product $ 1,976 $ 2,370 $ 3,633 $ 4,231
Service 315 365 617 672
HVAC sales 2,291 2,735 4,250 4,903
Product 609 861 1,322 1,728
Service 91 94 186 189
Refrigeration sales 700 955 1,508 1,917
Product 762 1,021 1,622 1,956
Service 295 365 641 720
Fire & Security sales 1,057 1,386 2,263 2,676
Total segment sales 4,048 5,076 8,021 9,496
Eliminations and other (76) (114) (161) (211)
Consolidated $ 3,972 $ 4,962 $ 7,860 $ 9,285

~~Table of Contents~~

With respect to the Unaudited Condensed Consolidated Financial Statements of Carrier for the three and six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") reported that it has applied limited procedures in accordance with professional standards for a review of such information. However, its report dated July ~~31, 2020,~~29, 2021, appearing below, states that the firm did not audit and does not express an opinion on the Unaudited Condensed Consolidated Financial Statements. PricewaterhouseCoopers has not carried out any significant or additional audit tests beyond those that would have been necessary if their report had not been included. Accordingly, the degree of reliance on its report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended (the "Securities Act"), for its report on the Unaudited Condensed Consolidated Financial Statements because that report is not a "report" or a "part" of a registration statement prepared or certified by PricewaterhouseCoopers within the meaning of Sections 7 and 11 of the Securities Act.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareowners of Carrier Global Corporation

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheetof Carrier Global Corporation and its subsidiaries (the “Company”) as of June 30, ~~2020,~~2021, and the related condensed consolidated statements of operations, of comprehensive income ~~and~~(loss), of changes in equity for the three-month and six-monthperiods ended June 30, 2021 and 2020 ~~and 2019~~and the condensed consolidatedstatementof cash flows for thesix-monthperiods endedJune 30, ~~2020~~2021 and ~~2019,~~2020, including the related notes (collectively referred to as the “interim financialinformation”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for itto be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ~~and in accordance with auditing standards generally accepted in~~, the ~~United States of America, the combined~~consolidated balance sheet of the Company as of December 31, ~~2019,~~2020, and the related ~~combined~~consolidated statements of operations, of comprehensive income, of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated February ~~7, 2020,~~9, 2021, which included a paragraph describing a change in the manner of accounting for leases in the 2019 financial statements, we expressed an unqualified opinion on those ~~combined~~consolidated financial statements. ~~As discussed~~In our opinion, the information set forth in ~~Note 2 to~~ the accompanying condensed consolidated ~~interim financial information, the Company completed its separation, became an independent public company and has reflected the effects~~balance sheet as of ~~the separation, reporting the historical results of the Company as a standalone company. The accompanying~~ December 31, ~~2019 condensed~~2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet ~~reflects this change.~~from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviewin accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ PricewaterhouseCoopers LLP

~~Fort Lauderdale,~~Hallandale Beach, Florida

July ~~31, 2020~~29, 2021

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~~Table of Contents~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS OVERVIEW

Business Summary

Carrier is a leading global provider of healthy, safe and sustainable building and cold chain solutions. We operate three business segments, HVAC, Refrigeration and Fire & Security, each with strong brands and innovative products which we expect to drive future growth. Today, our portfolio includes industry-leading brands such as Carrier, Kidde, Edwards, LenelS2, Carrier Transicold and Automated Logic that offer innovative HVAC, refrigeration, fire, security and building automation technologies to help make the world safer and more comfortable.

Our worldwide operations are affected by global and regional industrial, economic and political factors and trends. These include the mega-trends of urbanization, climate change and increasing requirements for food safety driven by the food needs of our growing global population and the rising standards of living in emerging markets. We believe that our business segments are well positioned to benefit from favorable secular trends, including these mega-trends and from the strength of our industry-leading brands and track record of innovation. In addition, we regularly review our markets to proactively detect trends and adapt our strategies accordingly.

Our business is also affected by changes in the general level of economic activity, such as changes in business and consumer spending, construction and shipping activity as well as short-term economic factors such as currency fluctuations, commodity price volatility and supply disruptions. However, we continue to invest in our business, take pricing actions to mitigate supply chain and inflationary pressures, develop new products and services in order to remain competitive in our markets and use risk management strategies to mitigate various exposures. We believe that we have industry-leading global brands which form the foundation of our business strategy. Coupled with our focus on growth, innovation and operational efficiency, we expect to drive long-term future growth and increased value for our shareowners.

Recent Developments

Sale of Chubb Fire & Security Business

On July 26, 2021, we entered into an agreement to sell our Chubb business to APi for an enterprise value of $3.1 billion. The purchase price is subject to working capital and other adjustments as provided in the Agreement. Chubb, reported within our Fire & Security segment, delivers essential fire safety and security solutions from design and installation to monitoring, service and maintenance across more than 17 countries around the globe. At June 30, 2021, Chubb did not meet the criteria for assets held for sale in the Unaudited Condensed Consolidated Balance Sheet. On a prospective basis, the net assets of Chubb will be classified as held for sale until the divestiture is completed. This transaction is expected to close late in the fourth quarter of 2021 or early in the first quarter of 2022, subject to regulatory approvals, required works council consultation in France and customary closing conditions. Based on the carrying amount of Chubb’s net assets, foreign currency translation rates and other assumptions at June 30, 2021, we expect to recover the carrying value of the disposal group upon completion of the transaction. In conjunction with the Agreement, we have agreed to provide APi, and APi has agreed to provide the Company, certain transitional services for varying periods after the closing.

Share Repurchase Program

On July 27, 2021, our Board of Directors approved a $1.75 billion increase to our existing $350 million stock repurchase program authorized in February 2021. Share repurchases may take place from time to time subject to market conditions and at our discretion in the open market or through one or more other public or private transactions.

Separation from United Technologies Corporation

On April 3, 2020, UTC completed the Separation through the Distribution of all of the outstanding common stock of the Company to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date for the Distribution. UTC distributed 866,158,910 shares of Carrier common stock in the Distribution, which was effective at the Effective Time. As a result of the Distribution, UTC shareowners of record received one share of the Company's common stock for every one share of UTC common stock and Carrier becameinto an independent, ~~public company and our common stock is listed under the symbol "CARR" on the New York Stock Exchange.~~publicly traded company. In connection with the Separation, ~~Carrier~~we issued an aggregate principal balance of $11.0 billion of debt and transferred approximately $10.9 billion of cash to UTC on February 27, 2020 and March 27, 2020. ~~On April 1, 2020~~In addition, we entered into several agreements with UTC and ~~April 2, 2020, Carrier received cash contributions totaling $590 million from UTC related to the Separation. See Note 10 –~~ ~~Borrowings and Lines of Credit~~ ~~and Note 3 –~~ ~~Earnings Per Share~~ ~~to the Unaudited Condensed Consolidated Financial Statements for additional information.~~

~~These Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all~~Otis that govern various aspects of the ~~information~~relationship among us, UTC and ~~notes required by GAAP for complete financial statements. Prior to~~Otis following the Separation and the ~~Unaudited Condensed Consolidated Financial Statements reflect~~Distribution including the TSA (which expired on March 31, 2021), the TMA, an employee matters agreement and an intellectual property agreement. Income and expense under these agreements are not material.

Our financial ~~position, results of operations and cash flows of the Company~~statements for ~~the periods presented as historically managed within UTC. For the~~ periods prior to the Separation and the Distribution are prepared on a "carve-out" basis and include all amounts directly attributable to Carrier. Net cash transfers and other property transferred between UTC and us, including related party receivables and payables between us and other UTC affiliates, are presented as Net transfers to UTC. In addition, the financial statements include allocations of costs for administrative functions and services performed on our behalf by centralized groups within UTC. All allocations and estimates in the Unaudited Condensed Consolidated Financial Statements are ~~derived from the consolidated financial statements and accounting records of UTC and thus~~based on assumptions that management believes are ~~prepared on a "carve-out" basis, as described below. The Company's~~reasonable. Our financial statements for the ~~period from~~periods subsequent to April 3, ~~2020 through June 30,~~ 2020 are consolidated financial statements based on the reported results of Carrier as a stand-alone company.

The Unaudited Condensed Consolidated Financial Statements include all revenues and costs directly attributable to Carrier, including costs for facilities, functions and services used by Carrier. Prior to the Separation, costs for certain functions and services performed by UTC were directly charged to Carrier based on specific identification when possible or based on a reasonable allocation driver such as net sales, headcount, proportionate usage or other allocation methods. The results of operations include allocations of costs for administrative functions and services performed on behalf of Carrier by centralized groups within UTC.

We entered into the TSA with UTC and Otis in connection with the Separation pursuant to which UTC provides us with certain services and we provide certain services to UTC for a limited time to help ensure an orderly transition following the Separation. The services we receive include, but are not limited to, information technology services, technical and engineering support, application support for operations, legal, payroll, finance, tax and accounting, general administrative services and other support services. Because costs for these services historically were included in our operating results based on allocations from UTC, we do not expect the costs associated with the TSA to be materially different and, therefore, we do not expect such costs to materially affect our results of operations or cash flows after we became an independent publicly traded company nor do we expect such costs to be materially different when these services are transitioned from UTC to Carrier.

Subsequent to the Separation, we have and will continue to incur expenditures consisting primarily of employee-related costs, costs to establish certain stand-alone functions and information technology systems and other transaction-related costs. Additionally, we will incur increased costs as a result of becoming an independent, publicly traded company, primarily from establishing or expanding corporate support for our businesses, including information technology, human resources, treasury, tax, internal audit, risk management, accounting and financial reporting, investor relations, governance, legal, procurement and other services. Our preliminary estimates of these additional recurring costs expected to be incurred annually are approximately $75 million to $95 million greater than the expenses historically allocated to us from UTC, and primarily relate to Selling, general and administrative expenses. We believe our cash flow from operations will be sufficient to fund these additional corporate expenses.

In connection with the Separation, we entered into the TMA with UTC and Otis that governs the parties’ respective rights, responsibilities and obligations with respect to tax matters (including responsibility for taxes, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other tax matters). Subject to certain exceptions set forth in the TMA, Carrier generally is responsible for federal, state and foreign taxes imposed on a separate return basis upon Carrier (or any of its subsidiaries) with respect to taxable periods (or portions thereof) that ended on or prior to the dateImpact of the ~~Distribution. The TMA provides special rules that allocate responsibility for tax liabilities arising from a failure of the~~

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Separation transactions to qualify for tax-free treatment based on the reasons for such failure. The TMA also imposes restrictions on each of Carrier and Otis during the two-year period following the Distribution that are intended to prevent certain transactions from failing to qualify as transactions that are generally tax-free. For additional discussion, see "Certain Relationships and Related Party Transactions," in the Information Statement.

In connection with the Separation, we also entered into an employee matters agreement and intellectual property agreement with UTC and Otis. These agreements are not expected to have a material impact on the financial results of Carrier. For additional discussion, see "Certain Relationships and Related Party Transactions" in the Information Statement.

~~Business Summary~~COVID-19 Pandemic

~~Carrier is~~In early 2020, the World Health Organization declared the outbreak of a ~~leading global provider of HVAC, refrigeration, fire and security solutions. We~~ ~~also provide a broad array of related building services, including audit, design, installation, system integration, repair, maintenance and monitoring.~~ Our innovative solutions promote smarter, safer and more sustainable buildings and infrastructure, and help to effectively preserve the freshness, quality and safety of perishables across a wide variety of industries. Our comprehensive range of products and services, reputation for quality and innovation and our industry-leading brands make us a trusted provider for our customers’ critical applications in the construction, transportation, security, food, retail, pharmaceutical and other industries.

Our worldwide operations are affected by industrial, economic and political factors on both a regional and global level. This includes the mega-trends of urbanization, climate change and increasing requirements for food safety driven by the food needs of our growing global population, rising standards of living and increasing energy and environmental regulation. We believe that growth in our businesses is supported by favorable secular trends, including these mega-trends, which underpin growth across our HVAC, Refrigeration and Fire & Security businesses. We also believe that we are well positioned to benefit from these long-term trendsrespiratory disease known as COVID-19 as a ~~result of~~global pandemic. In response, many countries implemented containment and mitigation measures to combat the ~~strength of our industry-leading brands and track record of innovation.~~

~~The effects of climate change, such as extreme weather conditions, create financial risks to our business. For example,~~outbreak, which severely restricted the demand for our products and services, such as residential air conditioning equipment, may be affected by unseasonable weather conditions. Demand for our HVAC products and services, representing our largest segment by sales, is seasonal and affected by the weather. Cooler than normal summers depress our sales of replacement air conditioning products and services. Similarly, warmer than normal winters have the same effect on our heating products.

~~Our business is also affected by changes in the general~~ level of economic activity ~~such as changes~~and caused a significant contraction in business and consumer spending, construction activity and shipping activity. A change in building and remodeling activity also can affect our financial performance. In addition, our financial performance may be influenced by the ~~production and utilization of transport equipment, including truck production cycles in North America and Europe.~~

~~Impact of the COVID-19 pandemic~~

~~COVID-19 surfaced in Wuhan, China in late 2019 and has since spread throughout the rest of the world. In March 2020, COVID-19 was declared~~global economy. As a ~~pandemic by the World Health Organization and a national emergency by the U.S. Government.~~The pandemic has negatively affected the U.S. and global economies, disrupted global supply chains and financial markets, resulted in significant travel restrictions, mandated facility closures, and shelter-in-place orders.

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~~During the three months ended March 31, 2020,~~result, we temporarily closed or reduced production at manufacturing facilities ~~in North America, Asia~~across the globe to ensure employee safety and ~~Europe for safety reasons and in response~~instructed non-essential employees to ~~lower~~work from home. In addition, we took several preemptive actions during 2020 to manage liquidity as demand for our products ~~however, as~~decreased. Despite the adverse impacts of ~~June 30, 2020,~~the pandemic on our manufacturing facilities (and nearly all of our suppliers) had resumed operations and 95% of our production capacity was available and, where appropriate, we initiated return-to-work protocols at our non-manufacturing facilities where employees were previously working remotely. During the three months ended March 31, 2020, we considered the outbreak and subsequent impacts to be a trigger to reassess our goodwill and intangible asset valuations. In order to evaluate these impacts, we made forecast assumptions regarding future business activity that are subject to a wide range of uncertainties, including those notedresults beginning in the ~~prior paragraph. Based upon qualitative~~first quarter of 2020, manufacturing operations resumed and ~~in certain cases, quantitative analyses, we determined that~~several restorative actions were completed during 2020 including the reinstatement of annual merit-based salary increases and continued investment to support our ~~goodwill and intangible assets were not impaired. For the period ended June 30, 2020, we reviewed the assumptions used in our March 31, 2020 assessment and determined that they remain appropriate.~~core strategy.

We continue to focus our efforts on ~~navigating~~preserving the ~~challenges COVID-19 presents by preserving~~health and safety of our ~~liquidity~~employees and managing our cash flows through preemptive actions to enhance our ability to meet our liquidity needs over the next twelve months. Such actions include, but are not limited to modifying the financial covenants in our revolving and term loan credit agreements and issuing ~~$750 million~~ ~~of unsecured, unsubordinated long-term debt (see Note 10 –~~ ~~Borrowings and Lines of Credit~~ for additional information), reducing our discretionary spending, our capital investments and general and administrative costs by implementing pay freezes and cuts, employee furloughs and the suspension of non-critical hiring, and participation in global COVID-19 relief measures, including the CARES Act, which provides for payroll tax deferrals and credits, income tax payment deferrals, and an increase in the income tax interest deduction limitation.

~~Business Segments~~

~~Our operations~~ are organized into three segments: HVAC, Refrigeration and Fire & Security. Our HVAC segment provides products, controls, services and solutions to meet the heating and cooling needs of residential and commercial customers. Our Refrigeration segment provides refrigeration and monitoring systems for trucks, trailers, shipping containers, intermodal and rail,customers as well as ~~commercial refrigeration products. Our Fire & Security products encompass a wide range~~maintaining the continuity of ~~residential~~our operations. In addition, we continue to actively monitor our liquidity position and ~~commercial building systems~~working capital needs and ~~security~~believe that our overall capital resources and ~~service solutions. Our customers~~liquidity position are adequate. The preparation of financial statements requires management to use judgments in ~~both the public~~making estimates and ~~private sectors, and our businesses reflect extensive geographic diversification. See Note 19~~ –~~Segment Financial Data~~ ~~to the Unaudited Condensed~~ ~~Consolidated~~ ~~Financial Statements for additional discussion of sales attributed to geographic regions.~~

Our earnings growth strategy contemplates earnings from organic sales growth, including growth from new product development and product improvements, structural cost reductions, operational improvements and incremental earnings from acquisitions.

~~Both acquisition and restructuring costs associated with business combinations are expensed as incurred. Depending~~assumptions based on the ~~nature~~relevant information available at the end of each period, which can have a significant effect on reported amounts. However, due to significant uncertainty surrounding the pandemic, management's judgments could change. While our results of operations, cash flows and ~~level of acquisition activity, our earnings~~financial condition could be ~~adversely~~negatively impacted, ~~due to acquisition and restructuring actions initiated in connection~~the extent of any continuing impact cannot be estimated with ~~the integration of businesses acquired. For additional discussion of acquisitions and restructuring, see "Liquidity and Financial Condition," "Restructuring Costs," Note 10~~ –~~Borrowings and Lines of Credit~~ ~~and Note 15~~ –~~Restructuring Costs~~ ~~to the Unaudited Condensed~~ ~~Consolidated~~ ~~Financial Statements.~~

certainty at this time.

CRITICAL ACCOUNTING ESTIMATES

Preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses. We believe that the most complex and sensitive judgments, because of their potential significance to the Unaudited Condensed Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. In ~~"Management’s~~"Management’s Discussion and Analysis of Financial Condition and Results of Operations" of ~~the Information Statement,~~our 2020 Form 10-K, we describe the significant accounting estimates and policies used in the preparation of the Unaudited Condensed Consolidated Financial Statements. There have been no significant changes in our critical accounting estimates. ~~However, in~~

RESULTS OF OPERATIONS

Three Months Ended June 30, 2021 Compared with the Three Months Ended June 30, 2020


	For the Three Months Ended June 30,
(In millions)	2021		2020		Period Change		% Change
Net sales	$	5,440	$	3,972	$	1,468	37	%
Cost of products and services sold	(3,821)		(2,831)		(990)		35	%
Gross margin	1,619		1,141		478		42	%
Operating expenses	(836)		(699)		(137)		20	%
Operating profit	783		442		341		77	%
Non-operating income (expenses), net	(52)		(67)		15		(22)	%
Income from operations before income taxes	731		375		356		95	%
Income tax expense	(234)		(106)		(128)		121	%
Net income from operations	497		269		228		85	%
Less: Non-controlling interest in subsidiaries' earnings from operations	10		8		2		25	%
Net income attributable to common shareowners	$	487	$	261	$	226	87	%

Net Sales

For the three months ended ~~March 31, 2020, we reassessed our goodwill asset valuations as a result of the impact of the COVID-19~~ ~~pandemic on our operational and financial performance.~~

We test our reporting units' goodwill for impairment by comparing the estimated fair value of each reporting unit to its carrying amount. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. The financial forecast used to estimate the fair value of our reporting units incorporates assumptions and estimates regarding our future plans, as well as industry, economic and regulatory conditions. The significant assumptions inherent in estimating the fair values include the estimated future annual net cash flows for each reporting unit (including net sales, cost of products and services sold, selling, general and administrative expenses, depreciation

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and amortization, working capital and capital expenditures), income tax rates, long-term growth rates and a discount rate that appropriately reflects the risks inherent in each future cash flow stream.

In the three months ended March 31, 2020, we qualitatively determined that the goodwill for all but one of our reporting units was not impaired. For one reporting unit with goodwill of $966 million, we performed a quantitative analysis and selected the assumptions used in the financial forecasts to estimate the reporting unit’s fair value using historical data, supplemented by current and anticipated market conditions, including estimated growth and discount rates, management’s plans and the anticipated impact of the COVID-19 pandemic on the reporting unit’s business and financial performance. Based upon our analysis, we determined that the goodwill was not impaired. However, the fair value of the reporting unit exceeded its underlying carrying value by 20% and a 100 basis-point increase in the discount rate used in the financial forecast would result in an impairment of approximately $175 million. For the period ended June 30, 2020, we reviewed the assumptions used in our March 31, 2020 assessment and determined that they remain appropriate. The estimated fair value of the reporting unit would be negatively impacted if future economic conditions are worse than our financial forecast and assumptions or there are substantial reductions in our end markets and volume assumptions relative to our financial forecasts.

~~RESULTS OF OPERATIONS~~

2021, Net ~~Sales~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Net sales $ 3,972 $ 4,962 $ 7,860 $ 9,285
Percentage change (20) % (15) %

sales

~~The factors contributing to the total percentage change year-over-year in total net sales are as follows:~~

For the Three Months Ended June 30, 2020 For the Six Months Ended June 30, 2020
Organic / Operational (19) % (14) %
Foreign currency translation (1) % (1) %
Total % change (20) % (15) %

~~Organic sales declined across all three segments for the three and six months ended June 30, 2020~~ were $5.4 billion, a 37% increase compared with the same ~~periods~~period of 2020. The components of the ~~prior year, reflecting lower volumes driven by~~year-over-year change were as follows:


	For the Three Months Ended June 30, 2021
Organic	31	%
Foreign currency translation	5	%
Acquisitions and divestitures, net	1	%

Total % change	37	%

As the ~~economic slowdowns attributed~~global economy continues to ~~the COVID-19 pandemic shutdowns in the first half of the year. The decrease in HVAC reflects lower volumes in commercial and residential HVAC resulting~~recover from the difficult economic environment due to the COVID-19 pandemic. The decrease in Refrigeration was driven by a decline in transport refrigeration due to the impact from the COVID-19 pandemic with declines in North America and Europe truck trailer as well as container. The decrease in North America truck trailer sales was also attributed to the cyclical peak experienced in 2019. The decrease in commercial refrigeration was primarily driven by lower volume in Europe combined with various regional shutdowns attributed to the COVID-19 pandemic. Fire & Security decreased organically, reflecting lower sales volumes in both product and field services driven by the impact of the COVID-19 pandemic, we continue to see improvement across our global business. During the three months ended June 30, 2021, higher volume in each of our segments increased organic sales by 31% compared with the same period of 2020. The organic increase was primarily driven by our HVAC segment with continued strong results in the North America residential and light commercial business and improved global end-markets in our Commercial HVAC business. Strong results in both our Refrigeration and Fire & Security segments were driven by improved global end-markets compared with the prior period. Refer to "Segment Review" below for a discussion of Net sales by segment.

Gross Margin

For the three months ended June 30, 2021, gross margin was $1.6 billion, a 42% increase compared with the same period of 2020. The components were as follows:


	For the Three Months Ended June 30,
(In millions)	2021			2020
Net sales	$	5,440		$	3,972
Cost of products and services sold	(3,821)			(2,831)
Gross margin	$	1,619		$	1,141
Percentage of net sales	29.8		%	28.7		%

The increase in grossmarginfor the three months ended June 30, 2021 was primarily driven by strong operational performance and continued improvement in the global economic climate during the current period. Higher volume in each of our segments outpaced operational costs as we continued to focus on Carrier 700 cost containment actions. These improvements were partially offset by the rising cost for commodities and components used in our products, certain supply chain inefficiencies and freight costs. As a result, gross margin as a percentage of Net sales increased by 110 basis points compared with the same period of 2020.

Operating Expenses

For the three months ended June 30, 2021, operating expenses, including Equity method investment net earnings, were $836 million, a 20% increase compared with the same period of 2020. The components were as follows:


	For the Three Months Ended June 30,
(In millions)	2021			2020
Selling, general and administrative	$	(813)		$	(637)
Research and development	(125)			(94)
Equity method investment net earnings	87			57
Other income (expense), net	15			(25)
Total operating expenses	$	(836)		$	(699)
Percentage of net sales	15.4		%	17.6		%

For the three months ended June 30, 2021, Selling, general and administrative expenses were $813 million, a 28% increase compared with the same period of 2020. At the onset of the COVID-19 pandemic, we initiated various cost containment initiatives in order to help mitigate the impacts on our business, which ~~primarily impacted~~included reducing discretionary spending, employee furloughs and temporarily closing or limiting the ~~installation~~presence of our workforce in our facilities. As a result, the increase in Selling, general and ~~service businesses due~~administrative expense in the current period reflects the gradual return to ~~no or limited access~~our operational spending levels prior to ~~customer sites~~the COVID-19 pandemic. In addition, higher compensation costs, restructuring charges and unfavorable foreign currency movements along with transaction costs associated with the planned divestiture of our Chubb business further contributed to the year-over-year increase . Costs associated with the Separation were $3 million during the three months ended June 30, ~~2020. For additional discussion on the segment results~~2021 compared with $23 million for the ~~three and six months ended June 30, 2020, see "Segment Review."~~

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~~Cost of Products and Services Sold~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Total cost of products and services sold $ 2,831 $ 3,488 $ 5,597 $ 6,585
Percentage change year-over-year (19) % (15) %

~~The factors contributing to the percentage change year-over-year in total cost of products and services sold are as follows:~~

For the Three Months Ended June 30, 2020 For the Six Months Ended June 30, 2020
Organic / Operational (17) % (14) %
Foreign currency translation (1) % (1) %
Other (1) % — %
Total % change (19) % (15) %

The organic decrease in total cost of products and services sold for the three and six months ended June 30, 2020, as compared with the same period of the prior year, is consistent with the organic sales decline of 19% and 14%, respectively, for the same periods. The organic declines in cost of products and services sold is attributable to the sales volume declines driven by the economic slowdowns related to the COVID-19 pandemic experienced in the first half of the year.

~~Gross Margin~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Gross margin $ 1,141 $ 1,474 $ 2,263 $ 2,700
Percentage of net sales 28.7 % 29.7 % 28.8 % 29.1 %

The 100 basis point decrease in gross margin as a percentage of sales for the three months ended June 30, 2020 reflects the effects of lower sales volumes and factory inefficiencies as a result of economic conditions resulting from the COVID-19 pandemic partly offset by cost containment initiatives.

The 30 basis point decrease in gross margin as a percentage of sales for the six months ended June 30, 2020 was primarily driven by the effects of lower volume largely as a result of the COVID-19 pandemic, lower factory and field productivity and unfavorable product mix, partially offset by favorable material productivity and commodities.

~~Research and Development~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Research and development $ 94 $ 103 $ 192 $ 200
Percentage of net sales 2.4 % 2.1 % 2.4 % 2.2 %

Research and development ~~spending is subject~~ costs relate to new product development and new technology innovation. Due to the variable nature of program development schedules, ~~and, therefore,~~ year-over-year ~~fluctuations in~~ spending levels ~~are expected. Although cost containment initiatives resulted in lower year-over-year research~~can fluctuate. In addition, we continue to invest to prepare for future energy efficiency and ~~development expenses, the lower sales volumes experienced in the three and six months ended June 30, 2020,~~refrigerant regulation changes as ~~compared with the same period of the prior year, resulted in a 30 basis point and 20 basis point increase, respectively, in expenses~~well as ~~a percentage of net sales.~~

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~~Selling, General and Administrative~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Selling, general and administrative expenses $ 637 $ 680 $ 1,329 $ 1,364
Percentage of net sales 16.0 % 13.7 % 16.9 % 14.7 %

The decrease in Selling, general and administrative expenses for the three months ended June 30, 2020, as compared with the same period of the prior year, was primarily driven by cost containment initiatives taken to mitigate the COVID-19 related decline in sales volume. Such cost containment actions included, but were not limited to, furloughs, lower employee compensation, and reductions in discretionary spending across the businesses. Costs associated with the Separation of $23 million were partially offset by lower restructuring costs of $16 million. As a percentage of sales, the 230 basis point increase was primarily driven by lower sales volumes experienced as a result of the COVID-19 pandemic as noted previously.

The decrease in Selling, general and administrative expenses in the six months ended June 30, 2020 was primarily driven by cost containment initiatives taken to mitigate the COVID-19 related decline in sales volume. Such cost containment actions included, but were not limited to, furloughs, lower employee compensation, and reductions in discretionary spending across the businesses. Costs associated with the Separation of $68 million were partially offset by lower restructuring costs of $40 million and lower costs associated with the wind-down of a residential intrusion business of $13 million. As a percentage of sales, the 220 basis point increase was primarily driven by lower sales volumes experienced as a result of the COVID-19 pandemic as noted previously.

We are continuously evaluating our cost structure and have implemented restructuring actions to keep our cost structure competitive. The amounts reflected previously include the impact of restructuring actions on Selling, general and administrative expenses. For additional discussion, see "Restructuring Costs" ~~and Note 15~~ –~~Restructuring Costs~~ ~~to the Unaudited Condensed Consolidated Financial Statements.~~

~~Restructuring Costs~~

For the Six Months Ended June 30,
(dollars in millions) 2020 2019
Cost of sales $ 6 $ 13
Selling, general and administrative 10 50
Total restructuring costs $ 16 $ 63

Restructuring actions are a component of our operating margin improvement efforts and relate to existing and recently acquired operations. Charges generally arise from severance related to workforce reductions, facility exit and lease termination costs associated with the consolidation of field and manufacturing operations and costs to exit legacy programs. We continue to closely monitor the economic environment and may undertake further restructuring actions to keep our cost structure aligned with the demand for our products and services and prevailing market conditions.

~~2020 Actions~~.During the six months ended June 30, 2020, we recorded net pre-tax restructuring charges of $13 million relating to ongoing cost reduction actions initiated in 2020. For actions initiated in 2020, we are targeting to complete the majority of the remaining workforce and facility-related cost reductions in 2021. During the six months ended June 30, 2020, we had $4 million of cash outflows related to the 2020 actions. As of June 30, 2020, we expect to incur additional restructuring and other charges of $7 million to complete these actions.

~~2019 Actions~~. During the six months ended June 30, 2020 and 2019, we recorded net pre-tax restructuring charges of $3 million and $49 million, respectively, for actions initiated in 2019. For actions initiated in 2019, we are targeting to complete the majority of the remaining workforce and facility-related cost reductions in 2020. During the six months ended June 30, 2020, we had cash outflows of approximately $20 million related to the 2019 actions.

In addition, during the six months ended June 30, 2020 and 2019, we recorded net pre-tax restructuring costs totaling $0 million and $14 million, respectively, for restructuring actions initiated in 2018 and prior.

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~~Equity Method Investment Net Earnings~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Equity method investment net earnings $ 57 $ 80 $ 86 $ 120

Investments over which we do not exercise control, but have significant influence, are accounted for using the equity method of accounting. ~~Equity in earnings of unconsolidated equity method investments decreased in~~For the three ~~and six~~ months ended June 30, ~~2020 by $23~~2021, Equity method investment net earnings were $87 million, ~~and $34 million, respectively,~~a 53% increase compared with the same period of 2020. The increase was primarily ~~due~~related to ~~lower~~higher earnings ~~from our investments~~ in HVAC joint ventures in North America and Asia ~~and~~as end-markets improved compared with the ~~Middle East, primarily due to~~prior period. These amounts were partially offset by the ~~impact~~reduction in earnings resulting from the sale of ~~the COVID-19 pandemic.~~our investment in Beijer REF AB in 2020.

Other ~~(Expense) Income, Net~~income (expense), net

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Other (expense) income, net $ (25) $ 34 $ (71) $ 49

~~Other (expense) income, net~~ primarily includes the impact of gains and losses related to the sale of interests in our equity method investments, ~~or infrequently occurring items.~~foreign currency gains and losses on transactions that are denominated in a currency other than an entity's functional currency and hedging-related activities. The year-over-year change of ~~$59~~$40 million for the three months ended June 30, ~~2020,~~2021 is primarily driven by higher gains recognized on hedging activities, the absence of ~~a gain on the sale of~~ an ~~interest in a joint venture of $21 million in 2019, the~~ unfavorable impact of a change in the estimate of certain long-term liabilities of $12 million, and higher deferred compensation charges of $8 million. The year-over-year change of $120 million for the six months ended June 30, 2020, is primarily driven by an other-than-temporary impairment charge of $71 million on a minority-owned joint venture investment in 2020, the absence of gains on the sale of investments of $34 million in 2019 and the unfavorable impact of a ~~change~~product recall matter in ~~the estimate of certain long-term liabilities of $12 million, partially offset by a gain on the sale of an investment of $9 million.~~2020.

~~Interest (Expense)~~

Non-Operating Income ~~Net~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Interest expense $ (85) $ (9) $ (123) $ (35)
Interest income 4 25 5 55
Interest (expense) income, net $ (81) $ 16 $ (118) $ 20
(Expenses), net

~~Prior to~~For the ~~Separation, Interest income and Interest expense related primarily to interest on related party activity between Carrier and UTC. See "Liquidity and Financial Condition" in this Item 2 and Note 5~~ ~~– Related Parties~~ ~~and Note 10~~ –~~Borrowings and Lines of Credit~~ ~~to the Unaudited Condensed Consolidated Financial Statements.~~

~~Interest (expense) income, net reflects higher year-over-year interest expense for the~~ three ~~and six~~ months ended June 30, ~~2020~~2021, Non-operating income (expenses), net was $52 million, a 22% increase compared with the ~~three~~same period of 2020. The components were as follows:


	For the Three Months Ended June 30,
(In millions)	2021		2020
Non-service pension (expense) benefit	$	19	$	14

Interest expense	$	(75)	$	(85)
Interest income	4		4
Interest (expense) income, net	$	(71)	$	(81)

Non-operating income (expenses), net	$	(52)	$	(67)

Non-operating income (expenses), net includes the results from activities other than normal business operations such as interest expense, interest income and ~~six~~the non-service components of pension and post-retirement obligations. Interest expense is affected by the amount of debt outstanding and the interest rates on that debt. For the three months ended June 30, ~~2019 due to~~2021, Interest expense was $75 million, a 12% decrease compared with the ~~issuance~~same period in 2020. The decrease was primarily driven by the repayment of ~~$9.25~~our $1.75 billion Term Loan Credit Facility in 2020 and the prepayment of ~~fixed rate notes~~the $500 million 1.923% Notes in February 2020, a $1.75 billion draw on our term loan in March 2020, the issuance of $750 million of fixed rate notes in June 2020 and a decrease in interest income earned on related party receivables due from UTC.2021.

Income Taxes

For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 2019 2020 2019
Effective tax rate 28.2 % 7.6 % 44.6 % 14.6 %


	For the Three Months Ended June 30,
	2021		2020
Effective tax rate	32.0	%	28.2	%

The increase in the effective tax rate for the three months ended June 30, 2021 compared with the same period in 2020 is primarily due to a $43 million deferred tax charge as a result of an enacted tax rate increase from 19% to 25% in the United Kingdom.

Six Months Ended June 30, 2021 Compared with the Six Months Ended June 30, 2020


	For the Six Months Ended June 30,
(In millions)	2021		2020		Period Change		% Change
Net sales	$	10,139	$	7,860	$	2,279	29	%
Cost of products and services sold	(7,126)		(5,597)		(1,529)		27	%
Gross margin	3,013		2,263		750		33	%
Operating expenses	(1,659)		(1,506)		(153)		10	%
Operating profit	1,354		757		597		79	%
Non-operating income (expenses), net	(127)		(87)		(40)		46	%
Income from operations before income taxes	1,227		670		557		83	%
Income tax expense	(338)		(299)		(39)		13	%
Net income from operations	889		371		518		140	%
Less: Non-controlling interest in subsidiaries' earnings from operations	18		14		4		29	%
Net income attributable to common shareowners	$	871	$	357	$	514	144	%

Net Sales

For the six months ended June 30, 2021, Net sales were $10.1 billion, a 29% increase compared with the same period of 2020. The components of the year-over-year change were as follows:


	For the Six Months Ended June 30, 2021
Organic	24	%
Foreign currency translation	5	%


Total % change	29	%

As the global economy continues to recover from the impact of the COVID-19 pandemic, we continue to see improvement across our global business. During the six months ended June 30, 2021, higher volume in each of our segments increased organic sales by 24% compared with the same period in 2020. The organic increase was primarily driven by our HVAC segment with continued strong results for North America residential and light commercial business and improved global end-markets in our Commercial HVAC business. Strong results in both our Refrigeration and Fire & Security segments were driven by improved global end-markets compared with the prior ~~year~~period. Refer to "Segment Review" below for a discussion of Net sales by segment.

Gross Margin

For the six months ended June 30, 2021, grossmargin was $3.0 billion, a 33% increase compared with the same period of 2020. The components were as follows:


	For the Six Months Ended June 30,
(In millions)		2021			2020
Net sales		$	10,139		$	7,860
Cost of products and services sold		(7,126)			(5,597)
Gross margin		$	3,013		$	2,263
Percentage of net sales		29.7		%	28.8		%

The increase in grossmarginfor the six months ended June 30, 2021 was primarily driven by strong operational performance and continued improvement in the global economic climate during the current period. Higher volume in each of our segments outpaced operational costs as we continued to focus on Carrier 700 cost containment actions. These improvements were partially offset by the rising cost for commodities and components used in our products, certain supply chain inefficiencies and freight costs. As a result, gross margin as a percentage of Net sales increased by 90 basis points compared with the same period of 2020.

Operating Expenses

For the six months ended June 30, 2021, operating expenses, including Equity method investment net earnings, were $1.7 billion, a 10% increase compared with the same period in 2020. The components were as follows:


	For the Six Months Ended June 30,
(In millions)		2021			2020
Selling, general and administrative		$	(1,556)		$	(1,329)
Research and development		(246)			(192)
Equity method investment net earnings		125			86
Other income (expense), net		18			(71)
Total operating expenses		$	(1,659)		$	(1,506)
Percentage of net sales		16.4		%	19.2		%

For the six months ended June 30, 2021, Selling, general and administrative expenses were $1.6 billion, a 17% increase compared with the same period of 2020. At the onset of the COVID-19 pandemic, we initiated various cost containment initiatives in order to help mitigate the impacts on our business, which included reducing discretionary spending, employee furloughs and temporarily closing or limiting the presence of our workforce in our facilities. As a result, the increase in Selling, general and administrative expense in the current period reflects the gradual return to our operational spending levels prior to the COVID-19 pandemic. In addition, higher compensation costs and restructuring charges in the current period along with transaction costs associated with the planned divestiture of our Chubb business further contributed to the year-over-year increase. Costs associated with the Separation were $19 million during the six months ended June 30, 2021 compared with $68 million for the same period in 2020.

Research and development costs relate to new product development and new technology innovation. Due to the variable nature of program development schedules, year-over-year spending levels can fluctuate. In addition, we continue to invest to prepare for future energy efficiency and refrigerant regulation changes as well as digital controls technologies.

Investments over which we do not exercise control, but have significant influence, are accounted for using the equity method of accounting. For the six months ended June 30, 2021, Equity method investment net earnings were $125 million, a 45% increase compared with the same period of 2020. The increase was primarily related to higher earnings in HVAC joint ventures in Asia, the Middle East and North America as end-markets improved compared with the prior period. These amounts were partially offset by a change in the estimated cost of a product recall matter and the reduction in earnings resulting from the sale of our investment in Beijer REF AB in 2020.

Other income (expense), net primarily includes the impact of gains and losses related to the sale of interests in our equity method investments, foreign currency gains and losses on transactions that are denominated in a currency other than an entity's functional currency and hedging-related activities. The year-over-year change of $89 million for the six months ended June 30, 2021 is primarily ~~due to~~driven by the absence of an other-than-temporary impairment charge of $71 million on a ~~prior year combined tax benefit~~minority-owned joint venture investment in 2020. In addition, higher gains on hedging activities were partially offset by higher deferred compensation costs in the current period.

Non-Operating Income (Expenses), net

For the six months ended June 30, 2021, Non-operating income (expenses), net was $127 million, a 46% decrease compared with the same period of ~~$149~~2020. The components were as follows:


	For the Six Months Ended June 30,
(In millions)		2021		2020
Non-service pension (expense) benefit		$	37	$	31

Interest expense		$	(171)	$	(123)
Interest income		7		5
Interest (expense) income, net		$	(164)	$	(118)

Non-operating income (expenses), net		$	(127)	$	(87)

Non-operating income (expenses), net includes the results from activities other than normal business operations such as interest expense, interest income and the non-service components of pension and post-retirement obligations. For the six months ended June 30, 2021 Interest expense was $171 million, ~~resulting from~~a 39% increase compared with the ~~filing by~~same period in 2020. In connection with the Separation and the Distribution, we issued $11.0 billion of long-term debt in February 2020. As a ~~Carrier subsidiary to participate~~result, interest expense during the six months ended June 30, 2020 only included interest expense incurred on such debt after the issuance date. In addition, during the six months ended June 30, 2021, we incurred a make-whole premium of $17 million and wrote-off $2 million of unamortized deferred financing costs as a result of the redemption of our $500 million 1.923% Notes originally due in ~~an amnesty program offered by the Italian Tax Authority and conclusion of an audit by the IRS for UTC tax years 2014, 2015 and 2016.~~February 2023.

Income Taxes

3632

~~Table of Contents~~


	For the Six Months Ended June 30,
		2021		2020
Effective tax rate		27.5	%	44.6	%

The ~~increase~~decrease in the effective tax rate for the six months ended June 30, ~~2020 as~~2021 compared with the ~~prior year~~same period in 2020 is primarily due to the ~~items described above as well as the following items which were recorded in the six months ended June 30, 2020:~~absence of a prior year charge of $51 million ~~adjustment~~ related to a valuation allowance recorded against a United Kingdom tax loss and credit carry forward and a $46 million charge resulting from ~~Separation-related activities, an adjustment of $46 million resulting from Carrier's~~our decision to no longer permanently reinvest certain pre-2018 unremitted non-U.S. ~~earnings, and the impact of a non-deductible impairment charge of $71 million on a minority-owned joint venture investment.~~

~~We continue to monitor potential tax impacts from final regulations issued under the TCJA, as well as the economic impacts from COVID-19 and related legislative actions.~~

~~For additional discussion of income taxes and the effective income tax rate, see Note 14 –~~ ~~Income Taxes~~ ~~to the Unaudited Condensed Consolidated Financial Statements.~~

~~Net Income Attributable to Common Shareowners~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Net income attributable to common shareowners $ 261 $ 784 $ 357 $ 1,184

~~Net income attributable to common shareowners for the three and~~earnings. The six months ended June 30, ~~2020 includes $11~~2021 included a $43 million ~~pre-tax ($8~~deferred tax charge as a result of an enacted tax rate increase from 19% to 25% in the United Kingdom, partially offset by the recognition of a favorable tax adjustment of $21 million ~~net~~resulting from a re-organization of tax benefit) and $16 million ($12 million, net of tax benefit) of restructuring charges, respectively. For the six months ended June 30, 2020, Net income attributable to common shareowners also reflects the impact of the following:our German subsidiaries.

SEGMENT REVIEW

We have three operating segments:

•~~A $71 million impairment charge recorded in~~The HVAC segment provides products, controls, services and solutions to meet the ~~three months ended March 31, 2020 on a minority-owned joint venture investment that was not tax deductible.~~heating, cooling and ventilation needs of residential and commercial customers while enhancing building performance, energy efficiency and sustainability.

•~~As previously discussed in the "Income Taxes" section, a $97 million tax adjustment recorded in the three months ended March 31, 2020.~~The Refrigeration segment includes transport refrigeration and monitoring products, services and digital solutions for trucks, trailers, shipping containers, intermodal and rail, as well as commercial refrigeration products.

•~~Separation-related costs~~The Fire & Security segment provides a wide range of ~~$23 million pre-tax ($17 million, net of tax benefit)~~residential, commercial and ~~$73 million pre-tax ($55 million, net of tax benefit) that were recorded in the three~~industrial technologies and ~~six months ended June 30, 2020, respectively.~~systems and services solutions to protect people and property.

Net income attributable to common shareowners for the three and six months ended June 30, 2019 includes restructuring charges of $30 million pre-tax ($22 million, net of tax benefit) and $63 million ($46 million, net of tax benefit), respectively. Net income attributable to common shareowners also reflects $21 million and $34 million, respectively, for the three and six months ended June 30, 2019 primarily due to the sale of investments and from the combined tax benefit of $149 million resulting from the filing by a Carrier subsidiary to participate in an amnesty program offered by the Italian Tax Authority and the conclusion of an audit by the IRS for UTC tax years 2014, 2015 and 2016.

~~Segment Review~~

We determine our segments based on how our Chief Executive Officer, who is the Chief Operating Decision Maker (the "CODM"), allocates resources, assesses performance and makes operational decisions. The CODM allocates resources and evaluates the financial performance of each of our segments ~~HVAC, Refrigeration and Fire & Security~~ based on ~~net~~Net sales and ~~operating profit.~~ Operating profit. Adjustments to reconcile segment reporting to the consolidated results ~~for the three and six months ended June 30, 2020 and 2019~~ are included in ~~"Eliminations and other and General corporate expenses."~~Note 16 - Segment Financial Data.

37Three Months Ended June 30, 2021 Compared with Three Months Ended June 30, 2020

~~Table of Contents~~

Summary performance for each of our segments for the three months ended June 30, ~~2020~~2021 and ~~2019~~2020 is as follows:

Net Sales Operating Profit Operating Profit Margin
(dollars in millions) 2020 2019 2020 2019 2020 2019
HVAC $ 2,291 $ 2,735 $ 358 $ 545 15.6 % 19.9 %
Refrigeration 700 955 61 121 8.7 % 12.7 %
Fire & Security 1,057 1,386 106 184 10.0 % 13.3 %
Total segment 4,048 5,076 525 850 13.0 % 16.7 %
Eliminations and other (76) (114) (56) (15) 73.7 % 13.2 %
General corporate expenses — — (27) (30) — % — %
Consolidated $ 3,972 $ 4,962 $ 442 $ 805 11.1 % 16.2 %


	Net Sales				Operating Profit				Operating Profit Margin
	For the Three Months Ended June 30,				For the Three Months Ended June 30,				For the Three Months Ended June 30,
(In millions)	2021		2020		2021		2020		2021		2020
HVAC	$	3,120	$	2,291	$	573	$	358	18.4	%	15.6	%
Refrigeration	1,021		700		123		61		12.0	%	8.7	%
Fire & Security	1,403		1,057		148		106		10.5	%	10.0	%
Total segment	$	5,544	$	4,048	$	844	$	525	15.2	%	13.0	%

~~Summary performance~~

HVAC Segment

For the three months ended June 30, 2021, Net sales in our HVAC segment were $3.1 billion, a 36% increase compared with the same period of 2020. The components of the year-over-year change were as follows:


	Net Sales
Organic	32	%
Foreign currency translation	3	%
Acquisitions and divestitures, net	1	%


Total % change in Net sales	36	%

The organic increase in Net sales of 32% was driven by strong results across each of the segment's businesses. Increased sales in our North America residential and light commercial HVAC business (40%) were driven by new construction, the ongoing stay-at-home workforce and higher distributor stocking levels. Increased sales in our Commercial HVAC business (22%) benefited from the gradual improvement in the global economic environment as our end markets continue to improve from the prior year impacts of the COVID-19 pandemic. Volume growth in North America, Europe and Asia were the primary drivers of improved results during the period.

In addition, the Commercial HVAC business completed the acquisition of Giwee on June 1, 2021. Giwee is a China-based manufacturer of HVAC products, offering a portfolio of products including variable refrigerant flow, modular chillers and light commercial air conditioners. Giwee has been included in our Unaudited Condensed Consolidated Financial Statements since the date of acquisition. The transaction added 1% to Net sales during the three months ended June 30, 2021. Refer to Note 15 - Business Acquisitions and Dispositions for additional information.

For the three months ended June 30, 2021, Operating profit in our HVAC segment was $573 million, a 60% increase compared with the same period of 2020. The components of the year-over-year change were as follows:


	Operating Profit
Operational	61	%
Foreign currency translation	2	%
Acquisitions and divestitures, net	(1)	%
Restructuring	(2)	%

Total % change in Operating profit	60	%

The increase in operational profit of 61% was primarily attributable to higher sales volumes in each of the segment's businesses compared with the prior period. In addition, favorable product mix, productivity initiatives and higher income from equity method investments benefited operational profit. These amounts were partially offset by the rising cost for commodities and components used in our products and higher freight costs. Higher selling, general and administrative costs and research and development further impacted operational profit as our businesses return to normal spending levels as compared with the prior period. The segment was also impacted by transaction costs, inventory step-up and backlog amortization associated with the acquisition of Giwee.

Refrigeration Segment

For the three months ended June 30, 2021, Net sales in our Refrigeration segment were $1.0 billion, a 46% increase compared with the same period of 2020. The components of the year-over-year change were as follows:


	Net Sales
Organic	38	%
Foreign currency translation	8	%



Total % change in Net sales	46	%

The organic increase in Net sales of 38% was driven by strong results across each of the segment's businesses reflecting the gradual improvement in the global economic environment as our end markets significantly improved from the prior year impacts of the COVID-19 pandemic. Transport refrigeration sales (42%) benefited from the continued recovery associated with the cyclical decline that began in late 2019 as well as a rebound in the demand for global transportation. Commercial refrigeration sales (30%) also increased due to a rebound in demand.

For the three months ended June 30, 2021, Operating profit in our Refrigeration segment was $123 million, a 102% increase compared with the same period of 2020. The components of the year-over-year change were as follows:


	Operating Profit
Operational	87	%
Foreign currency translation	12	%


Other	3	%
Total % change in Operating profit	102	%

The increase in operational profit of 87% was primarily attributable to higher sales volumes compared with the prior period which was impacted by the COVID-19 pandemic. In addition, favorable productivity initiatives benefited factory costs. These amounts were partially offset by the rising cost for commodities and components used in our products and logistics costs. Higher selling, general and administrative costs and research and development activities further impacted operational profit as our businesses return to normal spending levels compared with the prior period.

Fire & Security Segment

For the three months ended June 30, 2021, Net sales in our Fire & Security segment were $1.4 billion, a 33% increase compared with the same period of 2020. The components of the year-over-year change were as follows:


	Net Sales
Organic	25	%
Foreign currency translation	8	%



Total % change in Net sales	33	%

The organic increase in Net sales of 25% was driven by strong results across each of our ~~segments~~businesses reflecting the gradual improvement in the global economic environment as our end markets improved from the prior year impacts of the COVID-19 pandemic. Field service sales (27%) benefited from improved end-markets impacted by COVID-19 in the prior period. All regions benefited from increased volumes compared with the prior period. An increase in product sales (24%) was primarily driven by stronger residential and commercial sales in the Americas. In addition, volume increases in Europe and Asia benefited the period as lockdowns continue to be lifted.

For the three months ended June 30, 2021, Operating profit in our Fire & Security segment was $148 million, a 40% increase compared with the same period of 2020. The components of the year-over-year change were as follows:


	Operating Profit
Operational	53	%
Foreign currency translation	8	%

Restructuring	(3)	%
Other	(18)	%
Total % change in Operating profit	40	%

The increase in operational profit of 53% was primarily attributable to higher sales volumes compared with the prior period which was heavily impacted by the COVID-19 pandemic. These amounts were partially offset by the rising cost for commodities and components used in our products, certain supply chain inefficiencies and freight costs. In addition, higher selling, general and administrative costs and research and development further impacted operational profit as our businesses return to normal spending levels as compared with the prior period. Amounts reported in Other represent transaction costs associated with the planned divestiture of our Chubb business as well as the absence of a favorable adjustment related to a product recall matter in the prior period.

Six Months Ended June 30, 2021 Compared with Six Months Ended June 30, 2020



Summary performance for each of our segments for the six months ended June 30, 2021 and 2020 is as follows:
	Net Sales				Operating Profit				Operating Profit Margin
(dollars in millions)	2021		2020		2021		2020		2021		2020
HVAC	$	5,606	$	4,250	$	938	$	525	16.7	%	12.4	%
Refrigeration	2,026		1,508		250		160		12.3	%	10.6	%
Fire & Security	2,707		2,263		298		226		11.0	%	10.0	%
Total segment	$	10,339	$	8,021	$	1,486	$	911	14.4	%	11.4	%

HVAC Segment

For the six months ended June 30, ~~2020 and 2019 is~~2021, Net sales in our HVAC segment were $5.6 billion, a 32% increase compared with the same period of 2020. The components of the year-over-year change were as follows:

Net Sales Operating Profit Operating Profit Margin
(dollars in millions) 2020 2019 2020 2019 2020 2019
HVAC $ 4,250 $ 4,903 $ 525 $ 838 12.4 % 17.1 %
Refrigeration 1,508 1,917 160 248 10.6 % 12.9 %
Fire & Security 2,263 2,676 226 316 10.0 % 11.8 %
Total segment 8,021 9,496 911 1,402 11.4 % 14.8 %
Eliminations and other (161) (211) (91) (32) 56.5 % 15.2 %
General corporate expenses — — (63) (65) — % — %
Consolidated $ 7,860 $ 9,285 $ 757 $ 1,305 9.6 % 14.1 %


	Net Sales
Organic	28	%
Foreign currency translation	3	%
Acquisitions and divestitures, net	1	%


Total % change in Net sales	32	%

The organic increase in Net sales of 28% was driven by strong results across each of the segment's businesses. Increased sales in our North America residential and light commercial HVAC business (37%) were driven by new construction, the ongoing stay-at-home workforce and higher distributor stocking levels. Increased sales in our Commercial HVAC business (19%) benefited from the gradual improvement in the global economic environment as our end markets continue to improve from the prior year impacts of the COVID-19 pandemic. Volume growth in Europe and Asia were the primary drivers of improved results during the period.

~~Our HVAC segment provides products, controls, services and solutions to meet~~For the heating and cooling needs of residential and commercial customers, while enhancing building performance, energy efficiency and sustainability. Our established brands include Automated Logic, Bryant, Carrier, CIAT, Day & Night, Heil, NORESCO and Riello. Products include air conditioners, heating systems, controls and aftermarket components, as well as aftermarket repair and maintenance services and building automation solutions. HVAC products and solutions are sold directly, including to building contractors and owners, and indirectly through equity method investees, independent sales representatives, distributors, wholesalers, dealers and retail outlets, and through direct sales offices which sell, in part, to mechanical contractors.

~~Three Months Ended June 30, 2020 Compared with Three Months Ended June 30, 2019~~

(dollars in millions) 2020 2019 Increase (Decrease) % Increase (Decrease)
Net sales $ 2,291 $ 2,735 $ (444) (16) %
Operating profit $ 358 $ 545 $ (187) (34) %

Net Sales Operating Profit
Organic / Operational (15) % (32) %
Foreign currency translation (1) % (1) %
Restructuring — % 3 %
Other — % (4) %
Total % change (16) % (34) %

~~Table of Contents~~

~~The organic sales decrease of 15% was driven by declines in commercial HVAC (17%) and residential HVAC (13%) largely driven by the economic slowdowns related to the COVID-19 pandemic.~~ C~~ommercial HVAC declined in North America, Europe and Asia Pacific. An increase in China sales in the three~~six months ended June 30, ~~2020~~2021, Operating profit in our HVAC segment was ~~more than offset by lower sales in~~$938 million, a 79% increase compared with the ~~remainder~~same period of ~~Asia Pacific, particularly India, which was impacted by a prolonged shutdown. Residential HVAC sales decreased due to lower sales~~2020. The components of ~~split systems related to~~ the ~~COVID-19 pandemic.~~year-over-year change were as follows:


	Operating Profit
Operational	69	%
Foreign currency translation	2	%
Acquisitions and divestitures, net	(2)	%
Restructuring	(2)	%
Other	12	%
Total % change	79	%

The operational profit ~~decrease~~increase of ~~32%~~69% was primarily attributable to ~~lower~~higher sales volumes in each of the segment's businesses compared with the prior period. In addition, favorable product mix, productivity initiatives and ~~unfavorable mix (28%), lower~~higher income from equity method investments ~~(3%) as a result of economic slowdowns related to the COVID-19 pandemic, and the unfavorable impact of a change in the estimate of certain long-term liabilities (4%).~~benefited operational profit. These ~~decreases~~amounts were partially offset by higher selling, general and administrative costs and research and development as our businesses return to normal spending levels as compared with the ~~benefit of cost containment initiatives.~~prior period.

The ~~4% decrease~~increase in Other of 12% primarily reflects the absence of a prior ~~year gain on the sale of an investment in a joint venture (4%).~~

~~Six Months Ended June 30, 2020 Compared with Six Months Ended June 30, 2019~~

(dollars in millions) 2020 2019 Increase (Decrease) % Increase (Decrease)
Net sales $ 4,250 $ 4,903 $ (653) (13) %
Operating profit $ 525 $ 838 $ (313) (37) %

Net sales Operating profit
Organic / Operational (13) % (29) %
Foreign currency translation — % (1) %
Restructuring — % 4 %
Other — % (11) %
Total % change (13) % (37) %

~~The organic sales decrease of 13% reflects declines in commercial HVAC (13%) and residential HVAC (12%) and was largely driven by the economic slowdowns related to the COVID-19 pandemic.~~ Commercial HVAC sales declined across most of its businesses, including light commercial, applied and the services business in North America, Europe and Asia Pacific. Asia Pacific was lower in the six months ended June 30, 2020, primarily in India and China, despite a sales increase in China for the three months ended June 30, 2020. The residential HVAC sales decline primarily was due to lower split systems and gas furnaces sales. In addition to the impact of the COVID-19 pandemic, U.S. residential sales year-over-year were impacted by an increase in demand for furnaces in the three months ended March 31, 2019 was associated with a change in furnace fan efficiency ratings that went into effect in 2019.

The operational profit decrease of 29% was primarily attributed to lower sales volumes and unfavorable mix (26%), lower income from equity method investments (3%), and the unfavorable impact of a change in the estimate of certain long-term liabilities (3%). These decreases were partially offset by lower commodity costs, favorable material productivity, and cost containment initiatives.

~~The 11% decrease in Other primarily reflects a~~period non-cash, other-than-temporary impairment charge of $71 million on a minority-owned joint venture investment due to a reduction in sales and earnings that were driven by a deterioration in the oil and gas industry (the joint venture's primary market) and the impact of the COVID-19 ~~pandemic, among other factors.~~pandemic. In addition, amounts reported in Other ~~also~~ reflects the absence of a ~~prior year~~ gain on ~~the~~ sale of an interest in a joint venture ~~(2%~~in the prior period.

Refrigeration Segment

For the six months ended June 30, 2021, Net sales in our Refrigeration segment were $2.0 billion, a 34% increase compared with the same period of 2020. The components of the year-over-year change were as follows:


	Net Sales
Organic	28	%
Foreign currency translation	6	%



Total % change in Net sales	34	%

The organic increase in Net sales of 28% was driven by strong results across each of the segment's businesses reflecting the gradual improvement in the global economic environment as our end markets significantly improved from the prior year impacts of the COVID-19 pandemic. Transport refrigeration sales (32%). benefited from the continued recovery associated with the cyclical decline that began in late 2019 as well as a rebound in the demand for global transportation and COVID-19 vaccine-related cargo monitoring. Commercial refrigeration sales (21%) also increased due to a rebound in demand.

For the six months ended June 30, 2021, Operating profit in our Refrigeration segment was $250 million, a 56% increase compared with the same period of 2020. The components of the year-over-year change were as follows:


	Operating Profit
Operational	49	%
Foreign currency translation	7	%

Restructuring	(1)	%
Other	1	%
Total % change	56	%

The increase in operational profit of 49% was primarily attributable to higher sales volumes compared with the prior period which was heavily impacted by the COVID-19 pandemic. In addition, favorable productivity initiatives benefited material and factory costs. These amounts were partially offset by inflation and increased logistics costs. Higher selling, general and administrative costs and research and development further impacted operational profit as our businesses return to normal spending levels as compared with the prior period.

~~Refrigeration~~

Our Refrigeration segment includes transport refrigeration and monitoring systems for trucks, trailers, shipping containers, intermodal and rail, as well as commercial refrigeration products. Transport refrigeration products and cold chain monitoring solutions are used to enable the safe and reliable transport of food and beverages, medical supplies and other perishable cargo.

~~Table of Contents~~

Commercial refrigeration solutions include refrigerated cabinets, freezers, systems and controls. Our commercial refrigeration equipment solutions incorporate next-generation technologies to preserve freshness, ensure safety and enhance the appearance of food and beverage retail. Our Refrigeration products and services are sold under established brand names, including Carrier Commercial Refrigeration, Carrier Transicold and Sensitech. Refrigeration products and services are sold directly, including to transportation companies and retail stores, and indirectly through equity method investees, independent sales representatives, distributors, wholesalers and dealers.

~~Three Months Ended June 30, 2020 Compared with Three Months Ended June 30, 2019~~

(dollars in millions) 2020 2019 Increase (Decrease) % Increase (Decrease)
Net sales $ 700 $ 955 $ (255) (27) %
Operating profit $ 61 $ 121 $ (60) (50) %

Net Sales Operating Profit
Organic / Operational (25) % (50) %
Foreign currency translation (2) % (1) %
Restructuring — % 1 %
Total % change (27) % (50) %

The organic sales decrease of 25% was driven by declines in transport refrigeration (27%) and commercial refrigeration (19%). The decline in transport refrigeration sales reflects lower volume in North America and Europe truck trailer and container due to economic slowdowns related to the COVID-19 pandemic. Additionally, North America truck trailer sales were lower due to the cyclical peak experienced in 2019. Commercial refrigeration sales declined in Europe due to lower demand and the closure of new equipment installation sites because of the COVID-19 pandemic. Asia Pacific sales were flat reflecting an increase in China, offset by lower sales in the remainder of Asia Pacific.

The operational profit decrease of 50% was primarily attributed to lower sales volumes and unfavorable mix (61%) that was partially offset by the benefit of favorable material productivity and cost containment initiatives (15%).

~~Six Months Ended June 30, 2020 Compared with Six Months Ended June 30, 2019~~Fire & Security Segment

For the six months ended June 30, 2021,

(dollars in millions) 2020 2019 Increase (Decrease) % Increase (Decrease)
Net sales $ 1,508 $ 1,917 $ (409) (21) %
Operating profit $ 160 $ 248 $ (88) (35) %

Net sales

Net sales Operating profit
Organic / Operational (19) % (36) %
Foreign currency translation (2) % (1) %
Restructuring — % 2 %
Total % change (21) % (35) %

~~The organic sales decrease of 19% was driven by declines~~ in transport refrigeration (21%) and commercial refrigeration (16%). The decline in transport refrigeration sales reflects lower sales volume in North America and Europe truck trailer due to the economic slowdowns related to the COVID-19 pandemic. Additionally, North America truck trailer sales were lower due to the cyclical peak experienced in 2019. Commercial refrigeration sales declined primarily due to lower demand and the closure of new equipment installation sites because of the COVID-19 pandemic.

~~Table of Contents~~

The operational profit decrease of 36% was primarily attributed to lower sales volumes and unfavorable mix (47%). The impact from the lower sales volume was partially offset by the benefit of lower commodity costs, favorable productivity, cost containment initiatives (7%) and lower research and development expenses (5%).

~~Fire & Security~~

~~Our~~our Fire & Security segment ~~provides~~were $2.7 billion, a ~~wide range~~20% increase compared with the same period of residential and building systems, including fire, flame, gas and smoke detection; portable fire extinguishers; fire suppression systems; intruder alarms; access control systems and video management systems. Other Fire & Security service offerings include audit, design, installation and system integration,2020. The components of the year-over-year change were as well as aftermarket, maintenance and repair and monitoring services. Our established brands include Autronica, Chubb, Det-Tronics, Edwards, Fireye, GST, Kidde, LenelS2, Marioff, Onity and Supra. Our Fire & Security products and solutions are sold directly to end customers as well as through manufacturers’ representatives, distributors, dealers, value-added resellers and retail distribution.

~~Three Months Ended June 30, 2020 Compared with Three Months Ended June 30, 2019~~follows:

(dollars in millions) 2020 2019 Increase (Decrease) % Increase (Decrease)
Net sales $ 1,057 $ 1,386 $ (329) (24) %
Operating profit $ 106 $ 184 $ (78) (42) %

Net Sales Operating Profit
Organic / Operational (22) % (48) %
Foreign currency translation (2) % — %
Restructuring — % 1 %
Other — % 5 %
Total % change (24) % (42) %

The organic sales decrease of 22% reflects lower product (21%) and field service (23%) sales. The decline in product sales was primarily driven by lower volume in North America and Europe due to the COVID-19 pandemic. The decline in field service sales was due to shutdowns across most regions related to the COVID-19 pandemic, particularly in Europe and Asia. The COVID-19 pandemic primarily impacted the installation and service businesses where there was no or limited access to customer sites during the three months ended June 30, 2020.

The operational profit decrease of 48% was primarily attributed to lower sales volumes and unfavorable mix (63%) as well as higher reserves for customer credit losses (4%). These decreases were partially offset by favorable material productivity and cost containment initiatives (18%).

~~The 5% increase in Other reflects a favorable adjustment related to a product recall matter.~~

~~Table of Contents~~

~~Six Months Ended June 30, 2020 Compared with Six Months Ended June 30, 2019~~

(dollars in millions) 2020 2019 Increase (Decrease) % Increase (Decrease)
Net sales $ 2,263 $ 2,676 $ (413) (15) %
Operating profit $ 226 $ 316 $ (90) (28) %


	Net Sales
Organic	13	%
Foreign currency translation	7	%



Total % change in Net sales	20	%

Net Sales Operating Profit
Organic / Operational (14) % (33) %
Foreign currency translation (1) % — %
Restructuring — % 4 %
Other — % 1 %
Total % change (15) % (28) %

The organic increase in Net sales ~~decrease~~ of ~~14% reflects lower product (13%) and field service (14%) sales. The decline in product sales~~13% was ~~primarily~~ driven by ~~lower volume~~strong results across each of the segment's businesses reflecting the gradual improvement in ~~North America and Europe due to~~the global economic environment as our end markets improved from the prior year impacts of the COVID-19 pandemic. Field service sales (14%) benefited from improved end-markets in regions that were ~~down primarily in~~previously impacted by COVID-19, including Europe and Asia. An increase in product sales (13%) was primarily driven by improvements in the Americas, Asia ~~reflecting~~and Europe which were impacted by shutdowns related to COVID-19 in the ~~impact~~prior period.

For the six months ended June 30, 2021, Operating profit in our Fire & Security segment was $298 million, a 32% increase compared with the same period of ~~business shutdowns and project delays as a result~~2020. The components of the ~~COVID-19 pandemic.~~year-over-year change were as follows:


	Operating Profit
Operational	40	%
Foreign currency translation	6	%

Restructuring	(5)	%
Other	(9)	%
Total % change	32	%

The increase in operational profit ~~decrease~~ of ~~33%~~40% was primarily ~~attributed~~attributable to ~~lower~~higher sales volumes and ~~unfavorable~~favorable mix ~~(44%) and higher reserves for customer credit losses (4%).~~compared with the prior period which was heavily impacted by the COVID-19 pandemic. These ~~decreases~~operational increases were partially offset by ~~favorable material productivity~~unfavorable component costs and ~~cost containment initiatives (16%).~~

~~The 1% increase~~higher freight. In addition, higher selling, general and administrative costs and research and development further impacted operational profit as our businesses return to normal spending levels as compared with the prior period. Amounts reported in Other ~~primarily reflects~~represent transaction costs associated with the planned divestiture of our Chubb business as well as the absence of a favorable adjustment related to a product recall matter ~~(3%) partially offset by Separation costs (1%).~~

~~Eliminations and other and General corporate expenses~~

Net Sales Operating Profit
For the Three Months Ended June 30, For the Three Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Eliminations and other $ (76) $ (114) $ (56) $ (15)
General corporate expenses $ — $ — $ (27) $ (30)

Net Sales Operating Profit
For the Six Months Ended June 30, For the Six Months Ended June 30,
(dollars in millions) 2020 2019 2020 2019
Eliminations and other $ (161) $ (211) $ (91) $ (32)
General corporate expenses $ — $ — $ (63) $ (65)

Eliminations and other reflects the elimination of sales, other income and operating profit resulting from activity between segments, net hedging and foreign exchange-related gains and losses, as well as other infrequently occurring items, such as divestiture transaction costs. In addition, Eliminations and other includes costs associated with the settlement and defense of potential future asbestos-related claims, insurance settlements on asbestos-related matters and revisions in the ~~estimated liability for potential future asbestos-related claims. Inter-segment sales eliminations decreased in the~~ ~~three and six months ended June 30, 2020~~ ~~as compared with the~~ ~~three and six months ended June 30, 2019~~.

~~For the three months ended June 30, 2020, the $41 million year-over-year decrease in operating profit in Eliminations and~~

~~Table of Contents~~

~~other, as compared with the~~ prior year, was primarily attributed to $18 million of Separation-related costs, an unfavorable impact from the change in the estimate of certain long-term liabilities of $9 million, and higher deferred compensation charges of $8 million. For the six months ended June 30, 2020, the $59 million decrease year-over-year in operating profit as compared with the prior year, was primarily attributed to $59 million of Separation-related costs. The benefit from lower year-over-year inter-segment profit eliminations was mostly offset by the unfavorable impact from the change in the estimate of certain long-term liabilities of $9 million.

General corporate expenses remained consistent with the three and six months ended June 30, 2019. General corporate expenses include allocations of corporate expenses from UTC prior to the Separation, which are not necessarily indicative of our future expenses and do not necessarily reflect the results that Carrier may experience as an independent company for the periods presented. Also included within General corporate expenses in both the three and six months ended June 30, 2020 are approximately $4 million of Separation-related costs.period.

LIQUIDITY AND FINANCIAL CONDITION

We assess liquidity in terms of our ability to generate adequate amounts of cash necessary to fund our current and future cash requirements to support our business and strategic initiatives. In doing so, we review and analyze our cash on hand, working capital, debt service requirements and capital expenditures. We rely on operating cash flows as our primary source of liquidity. In addition, we have access to other sources of capital to finance our strategic initiatives and fund growth.

(dollars in millions) June 30, 2020 December 31, 2019
Cash and cash equivalents $ 2,704 $ 952
Total debt $ 12,029 $ 319
Net debt (total debt less cash and cash equivalents) $ 9,325 $ (633)
Total Equity $ 4,366 $ 14,435
Total capitalization (total debt plus total equity) $ 16,395 $ 14,754
Net capitalization (total debt plus total equity less cash and cash equivalents) $ 13,691 $ 13,802
Total debt to total capitalization 73 % NM
Net debt to net capitalization 68 % NM

~~______________________~~

~~NM - Prior~~As of June 30, 2021, we had cash and cash equivalents of $2.6 billion, of which approximately 38% was held by our foreign subsidiaries. We manage our worldwide cash requirements by reviewing available funds and the cost effectiveness with which we can access funds held by foreign subsidiaries. On occasion, we are required to ~~the Separation, Carrier participated~~maintain cash deposits in ~~UTC's centralized cash management and financing programs; as such, these metrics are neither meaningful nor comparable~~connection with contractual obligations related to ~~those~~acquisitions, divestitures or other legal obligations. As of ~~Carrier as a stand-alone company. See Note 5~~ –June 30, 2021 ~~Related Parties~~ ~~for additional information~~and December 31, 2020, the amount of ~~the UTC~~such restricted cash ~~management programs.~~was approximately $34 million and $4 million, respectively.

Prior to the Separation, Carrier participated in UTC’s centralized cash pooling and financing programs. Historically, we independently generated operating cash flows sufficient to fund our working capital, capital expenditures and financing needs. Following the Separation, the capital structure and sources of liquidity for Carrier has changed as Carrier no longer participates in cash management and financing programs with UTC. Instead, Carrier’s ability to fund our capital requirements depends on our ability to generate cash flow from operations. Additionally, f~~ollowing the Separation, Carrier has access to~~We maintain a $2.0 billion ~~revolving credit facility~~unsecured, unsubordinated commercial paper program which can be used for general corporate purposes, including working capital and potential acquisitions. In addition, we maintain our $2.0 billion Revolving Credit Facility that matures on April 3, 2025 which supports aour commercial paper borrowing program and ~~anticipates continuing~~cash requirements. This Revolving Credit Facility has a commitment fee of 0.125% that is charged on unused commitments. Borrowings are available in U.S. Dollars, Euros and Pounds Sterling and bear interest at a variable rate based on LIBOR plus a ratings-based margin (or customary LIBOR replacement provisions), which was 125 basis points as of June 30, 2021. As of June 30, 2021, we had no borrowings outstanding under our commercial paper program and our Revolving Credit Facility.

We continue to ~~have~~ actively manage and strengthen our business portfolio to meet the current and future needs of our customers. This is accomplished through research and development activities with a focus on new product development and new technology innovation as well as sustaining activities with a focus on improving existing products and reducing production costs. We also pursue potential acquisitions to compliment existing products and services to enhance our product portfolio. In addition, we routinely conduct discussions, evaluate targets and enter into agreements regarding possible acquisitions, divestitures, joint ventures and equity investments to manage our business portfolio.

We believe that our available cash and operating cash flows will be sufficient to meet our future operating cash needs. Our committed credit facilities and access to the debt ~~capital markets. We believe that our future operating cash flows~~ and ~~anticipated access to capital will~~equity markets provide ~~sufficient~~additional sources of ~~liquidity over the next twelve months~~short-term and long-term capital to ~~meet our commitments, including the negative impact of the COVID-19 pandemic on our business.~~

~~From time to time we may need to access the capital markets to obtain financing.~~fund current operations, debt maturities and future investment opportunities. Although we believe that the arrangements currently in place permit us to finance our operations on acceptable terms and conditions, our access to and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, ~~including~~including: (1) our credit ratings or absence of credit ratings, (2) the liquidity of the overall capital markets and (3) the state of the economy, including the impact of the COVID-19 pandemic. There can be no assurance that we will be able to obtain additional financing on terms favorable to us, if at all.

Financing for operational and strategic requirements, not satisfied by operational cash flows, is subject to the availability of external funds through short-term and long-term credit markets. The access to and cost of financing is dependent upon, among other factors, the Company's credit ratings.

4338

~~Table~~

The Revolving Credit Facility and the indentures for the long-term notes contain affirmative and negative covenants customary for financings of ~~Contents~~these types, which among other things, limit our ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions. As of June 30, 2021, we were in compliance with the covenants under the agreements governing our outstanding indebtedness.

The following table presents our credit ratings and outlook as of June 30, ~~2020~~.2021:

Rating Agency

Long-term Rating ¹(1)

Short-term Rating

Outlook²(2)

Standards & Poor's ("S&P")

BBB

~~Negative~~Stable

Moody's Investor Services, Inc. ("Moody's")

Baa3

Stable

Fitch Ratings ("Fitch")

BBB-

Stable

¹(1) The long-term rating for S&P was affirmed on ~~June 15, 2020,~~May 14, 2021, and for Moody's on June 16, 2020. Fitch's long-term rating was ~~issued~~affirmed on June ~~11, 2020.~~3, 2021.

²(2) S&P revised its outlook to stable from negative ~~from stable~~ on ~~June 15, 2020.~~May 14, 2021.

At ~~June 30, 2020, we had cash~~The following table contains several key measures of our financial condition and cash equivalents of $2.7 billion, of which approximately 29% was held by Carrier’s foreign subsidiaries. We manage our worldwide cash requirements by reviewing available funds and the cost effectiveness with which those funds can be accessed if held by foreign subsidiaries. On occasion, we are required to maintain cash deposits in connection with contractual obligations related to acquisitions or divestitures or other legal obligations. As of liquidity:

~~June 30, 2020~~ ~~and December 31, 2019, the amount of such restricted cash was approximately $4 million and $5 million, respectively.~~


(In millions, except percentages)	June 30, 2021			December 31, 2020
Cash and cash equivalents	$	2,630		$	3,115
Total debt	$	9,725		$	10,227
Total equity	$	7,120		$	6,578

Net debt (total debt less cash and cash equivalents)	$	7,095		$	7,112
Total capitalization (total debt plus total equity)	$	16,845		$	16,805
Net capitalization (total debt plus total equity less cash and cash equivalents)	$	14,215		$	13,690
Total debt to total capitalization	58		%	61		%
Net debt to net capitalization	50		%	52		%

On ~~February 10, 2020, Carrier entered into a~~ ~~revolving credit agreement with various banks permitting aggregate borrowings~~Our short-term obligations primarily consist of ~~up to~~ ~~$2.0 billion~~ ~~pursuant to an unsecured, unsubordinated revolving credit facility that matures on~~ ~~April 3, 2025. A commitment fee~~current maturities of 0.125% is charged on the unused commitments. Borrowings under the revolving credit facility are available in U.S. Dollars, Euros and Pounds Sterling and bear interest at a variable interest rate based on LIBOR plus a ratings-based margin, which was 125 basis points aslong-term debt. Our long-term obligations primarily consist of ~~June 30, 2020. The revolving credit facility supports~~ ~~our commercial paper program and cash requirements. As of~~ ~~June 30, 2020, there were no borrowings on the revolving credit facility.~~

On ~~February 10, 2020, Carrier entered into a term loan credit agreement providing for a~~ ~~$1.75 billion~~ ~~unsecured, unsubordinated 3-year term loan credit facility which matures on February 10, 2023. On March 27, 2020, Carrier drew~~ ~~$1.75 billion~~ ~~on the term loan credit facility which is subject to a variable interest rate based on LIBOR plus a ratings-based margin, which was 112.5 basis points as of June 30, 2020.~~

~~On February 27, 2020, Carrier issued $9.25 billion of unsecured, unsubordinated~~ long-term notes ~~in six series~~ with ~~maturities~~maturity dates ranging ~~from 2023 through~~between 2025 and 2050. ~~Carrier used the proceeds from the notes and term loan credit facility to fund~~ ~~approximately~~ ~~$10.9 billion~~ ~~in distributions to UTC in connection with the Separation.~~

The revolving credit agreement, term loan credit agreement and indenture contain affirmative and negative covenants customary for financings of this type, that among other things, limit Carrier and its subsidiaries' ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions. On June 2, 2020, the Company entered into amendments to both the revolving credit agreement and the term loan credit agreement. Pursuant to the amendments, certain terms of the revolving credit facility and term loan credit facility were amended for a period beginning on June 2, 2020 and ending on December 30, 2021 (the "Covenant Modification Period"). The Company may terminate the Covenant Modification Period prior to December 30, 2021, subject to the satisfaction of certain conditions. The amendments defer testing of our consolidated total net leverage ratio financial covenant until June 30, 2021 and increases the consolidated total net leverage ratio limit until December 31, 2021. The amendments also require us to maintain liquidity at a certain level until the earlier of (1) June 29, 2021 and (2) the last day of the Covenant Modification Period. Additionally, during the Covenant Modification Period, the Company is subject to (a) limitations on the incurrence of subsidiary indebtedness, (b) limitations on the making of restricted payments, including purchases by the Company of its ordinary shares and the amount of dividends the Company may pay, and (c) a "most favored nations" provision related to certain terms of any committed credit facility in an amount greater than $100 million. As of ~~June 30, 2020, we were compliant with our covenants under the agreements governing our outstanding indebtedness.~~

~~On June 19, 2020, Carrier issued $750 million of unsecured, unsubordinated 2.700% Notes due in 2031.These notes rank equally with our existing unsecured, unsubordinated obligations.We expect to use the net proceeds from the sale of the notes, which further enhance our liquidity and financial flexibility during the ongoing COVID-19 pandemic, for general corporate purposes.~~

As of June 30, 2020, we have a $2.0 billion unsecured, unsubordinated commercial paper program which we plan to use for general corporate purposes, including the funding of working capital and potential acquisitions. As of June 30, 2020, there were no borrowings outstanding under the commercial paper program.

~~Table of Contents~~

Interest payments related to indebtedness are expected to approximate ~~$340~~$282 million per year, reflecting an approximate weighted-average interest rate of ~~2.7%~~2.89%. ~~Borrowings~~Any borrowings from the ~~revolving credit facility and the term loan credit facility~~Revolving Credit Facility are subject to variable interest rates.

See Note 5 – Borrowings and Lines of Credit in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information regarding the terms of our long-term debt obligations.

~~Long-term debt~~

During the six months ended June 30, 2021, we acquired consolidated and minority-owned businesses, including a 70% controlling stake in Giwee. We plan to complete the acquisition of the remaining 30% stake in Giwee in 2021. The aggregate cash paid for acquisitions, net of cash acquired, totaled $167 million and was funded through cash on hand. See Note 15 - Business Acquisitions and Dispositions for additional information.

On February 4, 2021, our Board of Directors approved a stock repurchase program authorizing the repurchase of up to $350 million of our outstanding common stock. Share repurchases may take place from time to time subject to market conditions and at our discretion in the open market or through one or more other public or private transactions, subject to compliance with our obligations under the TMA and our Revolving Credit Facility. During the three and six months ended June 30, 2021, we repurchased 2.1 million and 3.1 million shares of our common stock, respectively, for an aggregate purchase price of $130 million for the six months ended June 30, 2021, which are held in Treasury stock as of June 30, ~~2020 consisted of~~2021 in the ~~following:~~

(dollars in million)
Debt Description Interest Rate June 30, 2020 December 31, 2019
3-Year Term Loan Credit Facility due February 10, 2023 2.195 % 1 $ 1,750 2 $ —
1.923% Notes due February 15, 2023 1.923 % 500 2 —
2.242% Notes due February 15, 2025 2.242 % 2,000 2 —
2.493% Notes due February 15, 2027 2.493 % 1,250 2 —
2.722% Notes due February 15, 2030 2.722 % 2,000 2 —
2.700% Notes due February 15, 2031 2.700 % 750 —
3.377% Notes due April 05, 2040 3.377 % 1,500 2 —
3.577% Notes due April 05, 2050 3.577 % 2,000 2 —
Other (including project financing obligations and finance leases) 367 319
Total principal long-term debt 12,117 319
Other (discounts and debt issuance costs) (88) —
Total debt 12,029 319
Less: current portion of long-term debt 301 237
Long-term debt, net of current portion $ 11,728 $ 82

¹ ~~The interest rate on the term loan is variable based on six month LIBOR of 1.07% plus 112.5 basis points.~~

² ~~The net proceeds of the financing arrangements were used to distribute cash to UTC.~~Unaudited Condensed Consolidated Balance Sheet.

~~Cash Flow - Operating Activities~~

For the Six Months Ended June 30,
(dollars in millions) 2020 2019
Net cash flows provided by operating activities $ 556 $ 371
We paid dividends on common stock of $0.12 per share during the three months ended June 30, 2021, totaling $104 million. On June 9, 2021, the Board of Directors declared a dividend of $0.12 per share of common stock payable on August 10, 2021 to shareowners of record at the close of business on June 24, 2021.

~~Net~~

Cash Flows

The following table reflects the major categories of cash flows. For additional details, see the Unaudited Condensed Consolidated Statement of Cash Flows in the Unaudited Condensed Consolidated Financial Statements.


	Six Months Ended June 30,
(In millions)	2021		2020
Net cash flows provided by (used in):
Operating activities	$	745	$	556
Investing activities	(301)		(103)
Financing activities	(898)		1,315
Effect of foreign exchange rate changes on cash and cash equivalents	(2)		(17)
Net increase (decrease) in cash and cash equivalents and restricted cash	$	(456)	$	1,751

Cash flows from operating activities primarily represent inflows and outflows associated with our operations. Primary activities include net income from operations adjusted for non-cash transactions, working capital changes and changes in other assets and liabilities. The year-over-year increase in net cash provided by operating activities ~~increased $185~~was primarily driven by higher net income from operations in the current period and improved working capital balances. Higher outstanding accounts payable balances driven by the timing of raw material purchases and vendor payments more than offset the seasonal increase in inventory, higher accounts receivable balances, increase in tax payments and interest payments.

Cash flows from investing activities primarily represent inflows and outflows associated with long-term assets. Primary activities include capital expenditures, acquisitions, divestitures and proceeds from the sale of fixed assets. During the six months ended June 30, 2021, net cash used in investing activities was $301 million. The primary driver of the outflow related to the acquisition of several businesses and a joint venture, which totaled $167 million, ~~during~~net of cash acquired and $132 million of capital expenditures. During the six months ended June 30, 2020, ~~compared~~net cash used by investing activities was $103 million with the ~~same period~~primary drivers of the ~~prior year~~outflow relating to capital expenditures of $94 million and the settlement of derivative contracts of $23 million.

Cash flows from financing activities primarily ~~attributable~~represent inflows and outflows associated with equity or borrowings. Primary activities include debt transactions, paying dividends to shareowners and the ~~timing~~repurchase of ~~working capital and tax payments. Cash inflows from working capital contributed $545 million compared with~~our common stock. During the ~~same period~~six months ended June 30, 2021, net cash used in financing activities was $898 million. The primary driver of the prior year. Cash provided by Accounts receivable, net increased $233 million attributable to improved collections and timing of customer payments. Cash provided by Accounts payable and accrued liabilities increased $325 million primarily attributable to income taxes and the timing of vendor payments. Income taxes decreased approximately $200 million compared with the same period of the prior year, primarily reflecting the absence of a deemed TCJA transition tax settlement of approximately $70 million that is not required in 2020 and the timing of federal tax paymentsoutflow related to the ~~Separation that will not come due until the third quarter~~redemption of ~~2020.~~

~~With respect~~long-term Notes of $500 million. In addition, we paid $209 million in dividends to our ~~current working capital position, as a result~~common shareowners and paid $130 million to repurchase shares of the COVID-19 pandemic, the Company is participating in global COVID-19 relief measures, including the CARES Act, which provides for payroll tax deferrals and credits, income tax payment deferrals, and an increase in the income tax interest deduction limitation.

~~Table of Contents~~

~~Cash Flow - Investing Activities~~

For the Six Months Ended June 30,
(dollars in millions) 2020 2019
Net cash flows used in investing activities $ (103) $ (80)

~~Net cash used in investing activities increased $23 million during~~our common stock. During the six months ended June 30, 2020, ~~compared with the prior period primarily due to payments on settlements of foreign exchange hedges of $24 million.~~

~~Cash Flow - Financing Activities~~

For the Six Months Ended June 30,
(dollars in millions) 2020 2019
Net cash flows provided by (used in) financing activities $ 1,315 $ (492)

~~Net~~net cash provided by financing activities ~~increased $1.8~~was $1.3 billion ~~during the six months ended June 30, 2020 compared~~ with the ~~prior period and primarily reflects~~primary drivers of the increase relating to the issuance of $750 million of long-term debt ~~in June 2020~~ and a $590 million cash contribution from UTC in connection with the Separation. The remaining net change primarily reflects an increase in project financing obligations, net and short term financing activity. The cash transferred to UTC of $10.9 billion in the three months ended March 31, 2020 in connection with the Separation was offset by the issuance of long-term debt of $11.0 billion in the same period.

~~On June 10, 2020, the Board of Directors declared a dividend of $0.08 per share of common stock payable July 20, 2020 to shareowners of record at the close of business on June 26, 2020.~~

Off-Balance Sheet Arrangements and Contractual Obligations

The section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations – Off-Balance Sheet Arrangements and Contractual Obligations" in ~~the Information Statement~~our 2020 Form 10-K provided a table summarizing our contractual obligations and commercial commitments at the end of ~~2019. Other than as discussed previously in "Liquidity and Financial Condition", there~~2020. There have been no material changes for the three and six months ended June 30, ~~2020~~2021 to our off-balance sheet arrangements and contractual obligations disclosed in ~~the Information Statement.~~our 2020 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Other than as discussed previously in "Liquidity and Financial Condition", there~~

There has been no significant change in our exposure to market risk during the three and six months ended June 30, ~~2020.~~2021. For discussion of our exposure to market risk, refer to the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations – Marketing Risk and Risk Management" in ~~the Information Statement.~~our 2020 Form 10-K.

Item 4. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we carried out an evaluation under the supervision and with the participation of our management, including the ~~President~~Chairman and Chief Executive Officer ("CEO"), the Senior Vice President and Chief Financial Officer ("CFO") and the Vice President, Controller

("Controller") of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, ~~2020.~~2021. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our CEO, CFO and Controller have concluded that, as of June 30, ~~2020,~~2021, our disclosure controls and procedures were effective and 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, CFO and Controller, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the three months ended June 30, ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Table of Contents~~

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

This Form 10-Q ~~contains~~and other materials Carrier has filed or will file with the SEC contain or incorporate by reference statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "outlook," "confident," "scenario" and other words of similar meaning in connection with a discussion of future operating or financial performance or the Separation. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash ~~flow,~~flows, results of operations, uses of cash, share repurchases, tax rates and other measures of financial performance or potential future plans, our strategies or transactions, ~~of Carrier,~~the estimated costs associated with the Separation, our plans with respect to our indebtedness and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation:

•the effect of economic conditions in the industries and markets in which ~~Carrier~~we and ~~its~~our businesses operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction, the impact of weather conditions, pandemic health issues (including COVID-19 and its effects, among other things, on production and on global supply, demand and distribution ~~disruptions~~ as the outbreak continues and results in ~~an increasingly~~a prolonged period of travel, commercial ~~and/or~~and other ~~similar~~ restrictions and limitations), natural disasters and the financial condition of our customers and suppliers;

•challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services;

•future levels of indebtedness, capital spending and research and development spending;

•future availability of credit and factors that may affect such availability, including credit market conditions and ~~Carrier's~~our capital structure and credit ratings;

•the timing and scope of future repurchases of ~~Carrier's~~our common stock, including market conditions and the level of other investing activities and uses of cash;

•delays and disruption in the delivery of materials and services from suppliers;

•cost reduction efforts and restructuring costs and savings and other consequences thereof;

•new business and investment opportunities;

•risks resulting from being a smaller, less diversified ~~business model and balance of operations across product lines, regions and industries due~~company than prior to the Separation;

•the outcome of legal proceedings, investigations and other contingencies;

•the impact of pension plan assumptions ~~and~~ on future cash contributions and earnings;

•the impact of the negotiation of collective bargaining agreements and labor disputes;

•the effect of changes in political conditions in the U.S. (including in connection with the Biden administration in Washington, D.C.) and other countries in which ~~Carrier~~we and ~~its~~our businesses operate, including the effect of changes in

U.S. trade policies or the United Kingdom’s withdrawal from the European Union, on general market conditions, global trade policies and currency exchange rates in the near term and beyond;

•the effect of changes (including potentially as a result of the Biden administration in Washington, D.C.) in tax, environmental, regulatory (including among other things import/export) and other laws and regulations in the U.S. and other countries in which we and our businesses operate;

•~~the~~our ability ~~of Carrier~~ to retain and hire key personnel;

•the scope, nature, impact or timing of acquisition and divestiture activity, including among other things integration of acquired businesses into existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs;

•the expected benefits of the Separation;

•a determination by the IRS and other tax authorities that the ~~Separation~~Distribution or certain related transactions should be treated as taxable transactions;

•risks associated with indebtedness, including that incurred as a result of financing transactions undertaken in connection with the ~~Separation;~~Separation, as well as our ability to reduce indebtedness and the timing thereof;

•the risk that dis-synergy costs, costs of restructuring transactions and other costs incurred in connection with the Separation will exceed ~~Carrier’s~~our estimates; and

•the impact of the Separation on ~~Carrier’s~~our business and ~~Carrier’s~~our resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

The above list of factors is not exhaustive or necessarily in order of importance. In addition, this Form 10-Q includes important information as to risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. See ~~"Note~~Note 18 – Commitments and Contingent Liabilities,," in the "Notes to Unaudited Condensed Consolidated Financial Statements" and ~~"Management’s Discussion and Analysis of Financial Condition and Results of Operations" under the headings "Business Overview,"~~ "Critical Accounting Estimates," "Results of Operations," and "Liquidity and Financial Condition," in this Form 10-Q and the sections titled "Legal Proceedings" and "Risk Factors" in ~~this~~

~~Table of Contents~~

our 2020 Form ~~10-Q and in the Information Statement.~~10-K. The forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information as to factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements is disclosed from time to time in our other filings with the SEC.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Note 18 – Commitments and Contingent Liabilities in the Notes to the ~~Unaudited~~"Unaudited Condensed Consolidated Financial ~~Statements~~Statements" for information regarding legal proceedings.

Except as otherwise noted previously, there have been no material developments in legal proceedings. For previously reported information about legal proceedings refer to "Business – Legal Proceedings" in ~~the Information Statement.~~our 2020 Form 10-K.

Item 1A. Risk Factors

~~Except for the risk factor below, there~~

There have been no material changes in the Company’s risk factors from those disclosed in ~~“Risk Factors”~~"Risk Factors" in ~~the Information Statement.~~

~~Risks Related to Our Business~~our 2020 Form 10-K.

~~Widespread public health pandemics, including COVID-19, could materially adversely affect our business, financial condition~~

Item 2. Unregistered Sales of Equity Securities and ~~results~~Use of ~~operations.~~Proceeds

Issuer Purchases of Equity Securities

The ~~recent novel strain~~following table provides information about our purchases during the three months ended June 30, 2021 of ~~COVID-19 has had an adverse effect on our business, financial condition and results of operations. Any future public health pandemics or other disease outbreaks, including the worsening~~equity securities that are registered by us pursuant to Section 12 of the ~~current COVID-19 pandemic in countries where we,~~Exchange Act.


	Total Number of Shares Purchased (in 000's)	Average Price Paid per Share (1)	Total Number of Shares Purchased as Part of a Publicly Announced Program (in 000's)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
2021




April 1 - April 30	131	$43.07	131	$306.8
May 1 - May 31	1,506	$43.88	1,506	$240.7
June 1 - June 30	441	$46.14	441	$220.4
Total	2,078	$44.33	2,078

(1) Excludes broker commissions.

On February 4, 2021, our ~~customers, our suppliers or our distributors operate could have~~Board of Directors approved a ~~further material and adverse effect on our business, financial condition and results~~stock repurchase program authorizing the repurchase of ~~operations.~~ ~~COVID-19 has resulted in widespread travel restrictions and extended shutdowns~~up to $350 million of ~~non-essential businesses, including construction and hospitality venues, impacting all of our segments and~~Carrier's outstanding common stock. Share repurchases under the program may take place from time to ~~various extents our factory operations, new equipment installations and access~~time, subject to ~~units under maintenance.~~As our customers decreased their demand for our products, we temporarily closed or reduced production at manufacturing facilities in North America, Asia and Europe and implemented furloughs or similar workforce reductions.Although by the end of the second quarter our manufacturing facilities (and nearly all of our suppliers) had resumed operations and 95% of our production capacity was available, we cannot predict when all of our manufacturing facilities will be fully operational, any conditions that may be implemented to facilitate a return to normal operations, and the effects and costs associated with any suchmarket conditions and ~~whether there will be additional outbreaks of~~at our discretion in the ~~pandemic.Our operating results~~open market or through one or more other public or private transactions and ~~financial condition may also be materially adversely affected by laws, regulations, orders or other governmental or regulatory actions addressing~~subject to compliance with our obligations under the ~~current COVID-19 pandemic that place restrictions on, or require us to make changes to,~~TMA and our ~~operations.~~We continue to monitor government actions and the impact of the pandemic on our customers, suppliers, distributors, employees and other stakeholders, and we anticipate continued temporary reductions in operating levels at many of our manufacturing facilities due to the COVID-19 pandemic.Revolving Credit Facility.

As a result of the pandemic and resulting disruption in our customers’ production and operations, our sales globally have been negatively affected particularly in industries like trucking that are delaying capital expenditures. Additionally, because in some instances our suppliers’ operations have been impacted, when we believe necessary to maintain our operations, we have been seeking alternate suppliers, which may be more expensive, may not be available or may result in delays in shipments to us and subsequently to our customers, each of which could adversely affect our results of operations.

The nature and extent of COVID-19’s continuing impact on our business, financial conditions and results of operations is beyond our control, and depends on various uncertain factors, including the duration of the outbreak, the severity and potential mutability of the virus, the ability to develop a vaccine or other preventative measures, and the actions, or perception of actions that may be taken or continued to contain or treat its impact, including quarantine and shelter-in-place orders, business closures, manufacturing restrictions and a prolonged period of travel, commercial and/or other similar restrictions and limitations.~~The COVID-19 outbreak has significantly increased economic uncertainty, and the continued impact of the COVID-19 pandemic~~

4843

~~Table of Contents~~

~~may cause a global recession which could have a material adverse impact on our business, financial condition and results of operations.~~

As a result of the foregoing, we may be required to raise additional capital in the future and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our results of operations and prospects and our credit ratings. ~~There is no guarantee that financing will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations.~~

~~The foregoing and other continued disruptions to our business as a result of the COVID-19 pandemic could materially adversely affect our business, financial condition and results of operations.~~ ~~Furthermore, the COVID-19 pandemic could heighten the risks summarized in certain of the other risk factors contained in the Information Statement.~~

~~Item 5. Other Information~~

Carrier currently intends to hold its 2021 Annual Meeting of Shareowners on or about April 19, 2021 (the “2021 Annual Meeting”). The time and location of that meeting will be disclosed in the Company’s Notice of 2021 Annual Meeting and Proxy Statement (the “2021 Proxy Statement”).

Shareowners who wish to submit a proposal to be considered for inclusion in the 2021 Proxy Statement pursuant to SEC Rule 14a-8 under the Exchange Act must do so in writing and ensure that such proposal is received by our Corporate Secretary at the Company’s executive offices at 13995 Pasteur Boulevard, Palm Beach Gardens, FL, 33418, no later than November 11, 2020. Such proposal must also comply with the requirements of Rule 14a-8.

In accordance with the advance notice provisions in Carrier's Bylaws, to introduce a proposal for vote at the 2021 Annual Meeting (other than a shareowner proposal included in the 2021 Proxy Statement in accordance with SEC Rule 14a-8), a shareowner must send advance written notice to our Corporate Secretary (at the address noted above) and ensure that such notice is received no earlier than November 11, 2020, and no later than the close of business on December 11, 2020. This notice must include the information specified by Section 1.9 of the Bylaws, a copy of which is available on our website at www.corporate.carrier.com.

Under Carrier’s Bylaws, a shareowner who wishes to nominate a candidate for election as a director at the 2021 Annual Meeting (other than pursuant to the “proxy access” provisions of Section 1.16 of the Bylaws) must send advance written notice to our Corporate Secretary (at the address noted above) and ensure that such notice is received no earlier than November 11, 2020, and no later than the close of business on December 11, 2020. This notice must include the information, documents and agreements specified by Section 1.9 of the Bylaws, a copy of which is available on our website.

An eligible shareowner who wishes to have a nominee of that shareowner included in Carrier’s 2021 Proxy Statement pursuant to the “proxy access” provisions of Section 1.16 of the Bylaws must send advance written notice to our Corporate Secretary (at the address noted above) and ensure that such notice is received no earlier than October 12, 2020, and no later than November 11, 2020. This notice must include the information, documents and agreements specified by Section 1.16 of the Bylaws, a copy of which is available on our website.

~~Table of Contents~~

Item 6. Exhibits


Exhibit Number						Exhibit Description

~~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 Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 3, ~~2020, File No. 001-39220)~~

~~3.1~~						~~Amended~~ and Restated Certificate of Incorporation of Carrier Global Corporation (incorporated by reference to Exhibit 3.1(b) of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 3, ~~2020, File No. 001-39220)~~

~~3.2~~						~~Amended and Restated Bylaws of Carrier Global Corporation (incorporated by reference to Exhibit 3.2~~ ~~of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April~~ 3, ~~2020, File No. 001-39220)~~

~~4.1~~						Supplemental Indenture No. 2, dated June 19, 2020, between Carrier Global Corporation and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on June 19, 2020, File No. 001-39220)

~~4.2~~						~~Form of 2.700% Senior Note due 2031 (incorporated by reference toAnnex I to~~ Ex ~~hibit 4.2~~ ~~of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on June 19, 2020, File No. 001-39220)~~

~~4.3~~						Registration Rights Agreement, dated June 19, 2020, by and among Carrier Global Corporation, J.P. Morgan Securities LLC, BofA Securities, Inc. and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 4.4 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on June 19, 2020, File No. 001-39220)

~~10.1~~						Transition Services 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 10.1 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 3, ~~2020, File No. 001-39220)~~

~~10.2~~						Tax 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 10.2 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 3, ~~2020, File No. 001-39220)~~

~~10.3~~						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 10.3 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 3, ~~2020, File No. 001-39220)~~

~~10.4~~						Intellectual Property 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 10.4 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 3, ~~2020, File No. 001-39220)~~

~~10.5~~						~~Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April~~ 3, ~~2020, File No. 001-39220)~~

~~10.6~~						~~Carrier Global Corporation~~ ~~Change in Control~~ ~~Severance Plan (incorporated by reference to Exhibit 10.6 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April~~ 3, ~~2020, File No. 001-39220)~~

~~10.7~~						~~Carrier Global Corporation Executive Annual Bonus Plan (incorporated by reference to Exhibit 10.7 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April~~ 3, ~~2020, File No. 001-39220)~~

~~10.8~~						~~Carrier Global Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April~~ 3, ~~2020, File No. 001-39220)~~

~~10.9~~						~~Carrier Global Corporation Company Automatic Contribution Excess Plan (incorporated by reference to Exhibit 10.9 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April~~ 3, ~~2020, File No. 001-39220)~~

~~10.10~~						~~Carrier Global Corporation LTIP Performance Share Unit Deferral Plan (incorporated by reference to Exhibit 10.10 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April~~ 3, ~~2020, File No. 001-39220)~~

~~10.11~~						~~Carrier Global Corporation Pension Preservation Plan (incorporated by reference to Exhibit 10.11 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April~~ 3, ~~2020, File No. 001-39220)~~

~~10.12~~						Carrier Global Corporation Board of Directors Deferred Stock Unit Plan (incorporated by reference to Exhibit 10.12 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 3, ~~2020, File No. 001-39220)~~

~~Table of Contents~~



~~10.13~~						French Sub-Plan for Restricted Stock Granted Under the Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 3, ~~2020, File No. 001-39220)~~

~~10.14~~						~~Carrier Global Corporation Amended and Restated Savings~~ ~~Restoration~~ ~~Plan (incorporated by reference to Exhibit 10.14 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April~~ 3, ~~2020, File No. 001-39220)~~

~~10.15~~						Amendment No. 1 to the Revolving Credit Agreement, dated as of June 2, 2020, by and among Carrier Global Corporation, the subsidiary borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit ~~10.01~~ ~~of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on June 3, 2020, File No. 001-39220)~~

~~10.16~~						Amendment No. 1 to the Term Loan Credit Agreement, dated as of June 2, 2020, by and among Carrier Global Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit ~~10.02~~ ~~of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on June 3, 2020, File No. 001-39220)~~

~~10.17~~						~~Schedule of Terms for~~ ~~Carrier Founders Grant Performance Share~~ ~~Unit Awards granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan~~*

~~10.18~~						~~Schedule of Terms for~~ St ~~ock Appreciation~~ ~~Right~~ ~~Awards~~ ~~(Founders Grant)~~ granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan*

~~10.19~~						Schedule of Terms for Restricted Stock Unit Awards granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to Carrier Global Corporation’s Registration Statement on Form 10 filed with the SEC on February 7, 2020, File No. 001-39220)

~~10.20~~						Schedule of Terms for Stock Appreciation Right Awards granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to Carrier Global Corporation’s Registration Statement on Form 10 filed with the SEC on February 7, 2020, File No. 001-39220)

~~10.21~~						Schedule of Terms for Restricted Stock Unit Awards (Off-Cycle) granted under the Carrier Global Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to Carrier Global Corporation’s Registration Statement on Form 10 filed with the SEC on February 7, 2020, File No. 001-39220)

~~10.22~~						~~Special Addendum to Schedule of Terms for Restricted Stock Unit Award~~ (Off-Cycle) granted to David Appel under the Carrier Global Corporation 2020 Long-Term Incentive Plan*

15						Letter Re: Unaudited Interim Financial Information*

31.1						Rule 13a-14(a)/15d-14(a) Certification*

31.2						Rule 13a-14(a)/15d-14(a) Certification*

31.3						Rule 13a-14(a)/15d-14(a) Certification*

32						Section 1350 Certifications*

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* (File name: ~~carr-20200630.xml)~~carr-20210331.xml)

101.SCH						XBRL Taxonomy Extension Schema Document.* (File name: ~~carr-20200630.xsd)~~carr-20210331.xsd)

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.* (File name: ~~carr-20200630_cal.xml)~~carr-20210331_cal.xml)

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.* (File name: ~~carr-20200630_def.xml)~~carr-20210331_def.xml)

101.LAB						XBRL Taxonomy Extension Label Linkbase Document.* (File name: ~~carr-20200630_lab.xml)~~carr-20210331_lab.xml)

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.* (File name: ~~carr-20200630_pre.xml)~~carr-20210331_pre.xml)

~~Table of Contents~~

Notes to Exhibits List:

* Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statement of Operations for the three and six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, (ii) Condensed Consolidated Statement of Comprehensive Income for the three and six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, (iii) Condensed Consolidated Balance Sheet as of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, (iv) Condensed Consolidated Statement of Cash Flows for the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, (v) Condensed Consolidated Statement of Changes in Equity for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020 and (vi) Notes to Condensed Consolidated Financial Statements.

5244

~~Table of Contents~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CARRIER GLOBAL CORPORATION
(Registrant)

Dated:

July ~~31, 2020~~29, 2021

by:

/s/~~TIMOTHY R. McLEVISH~~PATRICK GORIS

~~Timothy R. McLevish~~Patrick Goris

Senior Vice President and Chief Financial Officer

(on behalf of the Registrant and as the Registrant's Principal Financial Officer)

Dated:

July ~~31, 2020~~29, 2021

by:

/s/KYLE CROCKETT

Kyle Crockett

Vice President, Controller

(on behalf of the Registrant and as the Registrant's Principal Accounting Officer)

5345


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(dollars in millions, except per share amounts; shares in millions)	2020		2019		2020		2019
Net sales
Product sales (Note 5)	$	3,275	$	4,139	$	6,422	$	7,705
Service sales	697		823		1,438		1,580
	3,972		4,962		7,860		9,285
Costs and expenses
Cost of products sold (Note 5)	2,343		2,906		4,580		5,471
Cost of services sold	488		582		1,017		1,114
Research and development	94		103		192		200
Selling, general and administrative	637		680		1,329		1,364
	3,562		4,271		7,118		8,149
Equity method investment net earnings	57		80		86		120
Other (expense) income, net	(25)		34		(71)		49
Operating profit	442		805		757		1,305
Non-service pension benefit	14		38		31		77
Interest (expense) income, net	(81)		16		(118)		20
Income from operations before income taxes	375		859		670		1,402
Income tax expense	106		65		299		205
Net income from operations	269		794		371		1,197
Less: Non-controlling interest in subsidiaries' earnings from operations	8		10		14		13









Net income attributable to common shareowners	$	261	$	784	$	357	$	1,184

Earnings per share (Note 3)
Basic	$	0.30	$	0.91	$	0.41	$	1.37
Diluted	$	0.30	$	0.91	$	0.41	$	1.37

Weighted average number of shares outstanding (Note 3)
Basic	866.2		866.2		866.2		866.2
Diluted	870.9		866.2		870.9		866.2


(dollars in millions)	June 30, 2020		December 31, 2019
Assets
Cash and cash equivalents	$	2,704	$	952
Accounts receivable, net (Note 5 and Note 6)	2,665		2,726
Contract assets, current	761		622
Inventories, net	1,639		1,332
Other assets, current	284		327
Total current assets	8,053		5,959
Future income tax benefits	419		500
Fixed assets, net	1,651		1,663
Operating lease right-of-use assets	843		832
Intangible assets, net	1,024		1,083
Goodwill	9,735		9,884
Pension and post-retirement assets	521		490
Equity method investments	1,697		1,739
Other assets	233		256
Total Assets	$	24,176	$	22,406

Liabilities and Equity
Accounts payable (Note 5)	$	1,765	$	1,701
Accrued liabilities (Note 5)	2,246		2,088
Contract liabilities, current	477		443
Current portion of long-term debt	301		237
Total current liabilities	4,789		4,469
Long-term debt	11,728		82
Future pension and post-retirement obligations	462		456
Future income tax obligations (Note 5 and Note 14)	445		1,099
Operating lease liabilities	688		682
Other long-term liabilities (Note 5)	1,698		1,183
Total Liabilities	19,810		7,971
Commitments and contingent liabilities (Note 18)
Equity
UTC Net investment	—		15,355
Common stock, par value $0.01; 4,000,000,000 shares authorized; 866,164,968 shares issued and outstanding as of June 30, 2020	9		—
Additional paid-in capital	5,307		—
Retained earnings	191		—
Accumulated other comprehensive loss	(1,479)		(1,253)
Non-controlling interest	338		333
Total Equity	4,366		14,435
Total Liabilities and Equity	$	24,176	$	22,406


(dollars in millions)	Estimated Useful Lives (Years)	June 30, 2020		December 31, 2019
Land		$	109	$	113
Buildings and improvements	40	1,112		1,138
Machinery, tools and equipment	3 to 25	1,970		1,924
Rental assets	3 to 12	396		395
Other, including assets under construction		198		188
Fixed assets, gross		3,785		3,758
Accumulated depreciation		(2,134)		(2,095)
Fixed assets, net		$	1,651	$	1,663


(dollars in millions)
Debt Description	Interest Rate			June 30, 2020			December 31, 2019
3-Year Term Loan Credit Facility due February 10, 2023	2.195	%	1	$	1,750	2	$	—
1.923% Notes due February 15, 2023	1.923	%		500		2	—
2.242% Notes due February 15, 2025	2.242	%		2,000		2	—
2.493% Notes due February 15, 2027	2.493	%		1,250		2	—
2.722% Notes due February 15, 2030	2.722	%		2,000		2	—
2.700% Notes due February 15, 2031	2.700	%		750			—
3.377% Notes due April 05, 2040	3.377	%		1,500		2	—
3.577% Notes due April 05, 2050	3.577	%		2,000		2	—
Other (including project financing obligations and finance leases)				367			319

Total principal long-term debt				12,117			319
Other (discounts and debt issuance costs)				(88)			—
Total debt				12,029			319
Less: current portion of long-term debt				301			237
Long-term debt, net of current portion				$	11,728		$	82


	Stock Options and Stock Appreciation Rights				Performance Share Units					Restricted Stock Units
		Average			Average			Average
(shares and units in thousands)	Shares	Price ¹		Units	Price ²		Units	Price²
Outstanding as of April 3, 2020 ³	36,015	$	19.90	68	$	21.23	5,622	$	21.37
Granted	3,735	16.59		728	18.23		290	16.66

Forfeited/Cancelled	(79)	23.73		—	—		(13)	23.93
Outstanding as of June 30, 2020	39,671	$	19.60	796	$	18.49	5,899	$	21.15



¹ Weighted-average exercise price
² Weighted-average grant date fair value
³Effective date of conversion upon the Separation and the Distribution


	Equity Awards Vested and Expected to Vest											Equity Awards That Are Exercisable
(shares and units in thousands; aggregate intrinsic value in dollars in thousands)	Awards	Average Price ¹		Aggregate Intrinsic Value		Remaining Life²	Awards	Average Price ¹		Aggregate Intrinsic Value		Remaining Life²
Stock Options/ Stock Appreciation Rights	38,060	$	19.51	$	124,595	6.9	17,047	$	16.86	$	91,620	4.3

Performance Share Units/ Restricted Stock Units	6,331	$	20.91	$	140,668	2.0


	For the Three Months Ended June 30, 2020
Volatility	35.6	%
Expected life (in years)	7.0

Expected dividend yield	2.0	%
Range of risk-free rate	0.1	%	–	1.0%


(dollars in millions)	Severance		Facility Exit, Lease Termination and Other Costs		Total
For the Three Months Ended June 30, 2020
Restructuring accrual as of March 31, 2020	$	2	$	—	$	2
Net pre-tax restructuring costs	10		1		11
Utilization, foreign exchange and other costs	(4)		—		(4)
Balance as of June 30, 2020	$	8	$	1	$	9

For the Six Months Ended June 30, 2020
Restructuring accrual as of January 1, 2020	$	—	$	—	$	—
Net pre-tax restructuring costs	12		1		13
Utilization, foreign exchange and other costs	(4)		—		(4)
Balance as of June 30, 2020	$	8	$	1	$	9


(dollars in millions)	Expected Costs		Costs Incurred - Three Months Ended March 31, 2020		Costs Incurred - Three Months Ended June 30, 2020		Remaining Costs at June 30, 2020
HVAC	$	5	$	(1)	$	(2)	$	2
Refrigeration	5		—		(3)		2
Fire & Security	8		(1)		(5)		2
Eliminations and other	2		—		(1)		1
Total	$	20	$	(2)	$	(11)	$	7


(dollars in millions)	Expected Costs		Costs Incurred in 2019		Costs Incurred - Three Months Ended March 31, 2020		Costs Incurred - Three Months Ended June 30, 2020		Remaining Costs at June 30, 2020
HVAC	$	53	$	(51)	$	(1)	$	2	$	3
Refrigeration	16		(14)		—		(1)		1
Fire & Security	49		(43)		(2)		(1)		3
Eliminations and other	2		(2)		—		—		—
Total	$	120	$	(110)	$	(3)	$	—	$	7


	For the Three Months Ended June 30, 2020		For the Six Months Ended June 30, 2020
Organic / Operational	(19)	%	(14)	%
Foreign currency translation	(1)	%	(1)	%


Total % change	(20)	%	(15)	%


(dollars in million)
Debt Description	Interest Rate			June 30, 2020			December 31, 2019
3-Year Term Loan Credit Facility due February 10, 2023	2.195	%	1	$	1,750	2	$	—
1.923% Notes due February 15, 2023	1.923	%		500		2	—
2.242% Notes due February 15, 2025	2.242	%		2,000		2	—
2.493% Notes due February 15, 2027	2.493	%		1,250		2	—
2.722% Notes due February 15, 2030	2.722	%		2,000		2	—
2.700% Notes due February 15, 2031	2.700	%		750			—
3.377% Notes due April 05, 2040	3.377	%		1,500		2	—
3.577% Notes due April 05, 2050	3.577	%		2,000		2	—
Other (including project financing obligations and finance leases)				367			319

Total principal long-term debt				12,117			319
Other (discounts and debt issuance costs)				(88)			—
Total debt				12,029			319
Less: current portion of long-term debt				301			237
Long-term debt, net of current portion				$	11,728		$	82