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 ~~September~~June 30, ~~2022~~2023


☐			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 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 ☒

As of ~~October 14, 2022,~~July 17, 2023, there were ~~836,261,515~~837,627,926 shares of Common Stock outstanding.

Table of Contents

CARRIER GLOBAL CORPORATION

CONTENTS OF QUARTERLY REPORT ON FORM 10-Q

Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023


			Page

PART I – FINANCIAL INFORMATION			3

Item 1. Financial Statements:			3

Condensed Consolidated Statement of Operations (Unaudited)			3



Condensed Consolidated Statement of Comprehensive Income (Loss) (Unaudited)			4

Condensed Consolidated Balance Sheet (Unaudited)			5

Condensed Consolidated Statement of Changes in Equity (Unaudited)			6

Condensed Consolidated Statement of Cash Flows (Unaudited)			87

Notes to Condensed Consolidated Financial Statements (Unaudited)			98

Report of Independent Registered Public Accounting Firm			2827

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			3029

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4645

Item 4. Controls and Procedures			4645

PART II – OTHER INFORMATION			4746

Item 1. Legal Proceedings			4746

Item 1A. Risk Factors			4746

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4846



Item 6. Exhibits			4947

SIGNATURES			5049

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" 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

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share amounts)	(In millions, except per share amounts)	2022		2021		2022		2021		(In millions, except per share amounts)	2023		2022		2023		2022
Net sales	Net sales									Net sales
Product sales	Product sales	$	4,891	$	4,510	$	13,723	$	12,958	Product sales	$	5,355	$	4,662	$	10,041	$	8,832
Service sales	Service sales	560		831		1,593		2,522		Service sales	637		549		1,224		1,033
Total Net sales	Total Net sales	5,451		5,341		15,316		15,480		Total Net sales	5,992		5,211		11,265		9,865
Costs and expenses	Costs and expenses									Costs and expenses
Cost of products sold	Cost of products sold	(3,569)		(3,172)		(9,930)		(9,131)		Cost of products sold	(3,769)		(3,363)		(7,227)		(6,361)
Cost of services sold	Cost of services sold	(405)		(568)		(1,169)		(1,735)		Cost of services sold	(468)		(401)		(905)		(764)
Research and development	Research and development	(143)		(123)		(390)		(369)		Research and development	(151)		(122)		(290)		(247)
Selling, general and administrative	Selling, general and administrative	(624)		(748)		(1,839)		(2,304)		Selling, general and administrative	(784)		(614)		(1,505)		(1,215)
Total Costs and expenses	Total Costs and expenses	(4,741)		(4,611)		(13,328)		(13,539)		Total Costs and expenses	(5,172)		(4,500)		(9,927)		(8,587)
Equity method investment net earnings	Equity method investment net earnings	63		76		222		201		Equity method investment net earnings	52		101		96		159
Other income (expense), net	Other income (expense), net	753		22		1,872		40		Other income (expense), net	(383)		7		(390)		1,119
Operating profit	Operating profit	1,526		828		4,082		2,182		Operating profit	489		819		1,044		2,556
Non-service pension (expense) benefit	Non-service pension (expense) benefit	—		14		(2)		51		Non-service pension (expense) benefit	—		(1)		—		(2)
Interest (expense) income, net	Interest (expense) income, net	(56)		(74)		(165)		(238)		Interest (expense) income, net	(67)		(61)		(113)		(109)
Income from operations before income taxes	Income from operations before income taxes	1,470		768		3,915		1,995		Income from operations before income taxes	422		757		931		2,445
Income tax (expense) benefit	Income tax (expense) benefit	(138)		(288)		(609)		(626)		Income tax (expense) benefit	(189)		(170)		(311)		(471)
Net income from operations	Net income from operations	1,332		480		3,306		1,369		Net income from operations	233		587		620		1,974
Less: Non-controlling interest in subsidiaries' earnings from operations	Less: Non-controlling interest in subsidiaries' earnings from operations	20		11		42		29		Less: Non-controlling interest in subsidiaries' earnings from operations	34		14		48		22

Net income attributable to common shareowners	Net income attributable to common shareowners	$	1,312	$	469	$	3,264	$	1,340	Net income attributable to common shareowners	$	199	$	573	$	572	$	1,952

Earnings per share	Earnings per share									Earnings per share
Basic	Basic	$	1.56	$	0.54	$	3.86	$	1.54	Basic	$	0.24	$	0.68	$	0.68	$	2.30
Diluted	Diluted	$	1.53	$	0.53	$	3.78	$	1.50	Diluted	$	0.23	$	0.67	$	0.67	$	2.25

Weighted-average number of shares outstanding	Weighted-average number of shares outstanding									Weighted-average number of shares outstanding
Basic	Basic	839.6		867.6		846.1		868.6		Basic	836.0		845.7		835.5		849.5
Diluted	Diluted	856.5		892.0		864.3		890.9		Diluted	850.9		862.7		851.5		868.4

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

Table of Contents

CARRIER GLOBAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022		2023		2022
Net income from operations	Net income from operations	$	1,332	$	480	$	3,306	$	1,369	Net income from operations	$	233	$	587	$	620	$	1,974

Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments arising during period	Foreign currency translation adjustments arising during period	(645)		(203)		(1,195)		(265)		Foreign currency translation adjustments arising during period	(63)		(489)		(9)		(550)

Pension and post-retirement benefit plan adjustments	Pension and post-retirement benefit plan adjustments	2		6		2		19		Pension and post-retirement benefit plan adjustments	—		2		—		—
Chubb divestiture	Chubb divestiture	—		—		(245)		—		Chubb divestiture	—		—		—		(245)

Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(643)		(197)		(1,438)		(246)		Other comprehensive income (loss), net of tax	(63)		(487)		(9)		(795)
Comprehensive income (loss)	Comprehensive income (loss)	689		283		1,868		1,123		Comprehensive income (loss)	170		100		611		1,179
Less: Comprehensive income (loss) attributable to non-controlling interest	Less: Comprehensive income (loss) attributable to non-controlling interest	7		11		20		29		Less: Comprehensive income (loss) attributable to non-controlling interest	26		5		42		13
Comprehensive income (loss) attributable to common shareowners	Comprehensive income (loss) attributable to common shareowners	$	682	$	272	$	1,848	$	1,094	Comprehensive income (loss) attributable to common shareowners	$	144	$	95	$	569	$	1,166

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

Table of Contents

CARRIER GLOBAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)
(In millions) September 30, 2022 December 31, 2021
Assets
Cash and cash equivalents $ 2,985 $ 2,987
Accounts receivable, net 3,003 2,403
Contract assets, current 666 503
Inventories, net 2,664 1,970
Assets held for sale — 3,168
Other assets, current 422 376
Total current assets 9,740 11,407
Future income tax benefits 619 563
Fixed assets, net 2,055 1,826
Operating lease right-of-use assets 625 640
Intangible assets, net 1,309 509
Goodwill 9,621 9,349
Pension and post-retirement assets 23 43
Equity method investments 1,151 1,593
Other assets 207 242
Total Assets $ 25,350 $ 26,172
Liabilities and Equity
Accounts payable $ 2,817 $ 2,334
Accrued liabilities 2,537 2,561
Contract liabilities, current 440 415
Liabilities held for sale — 1,134
Current portion of long-term debt 219 183
Total current liabilities 6,013 6,627
Long-term debt 8,670 9,513
Future pension and post-retirement obligations 431 380
Future income tax obligations 522 354
Operating lease liabilities 514 527
Other long-term liabilities 1,737 1,677
Total Liabilities 17,887 19,078
Commitments and contingent liabilities (Note 19)
Equity
Common stock 9 9
Treasury stock (1,791) (529)
Additional paid-in capital 5,463 5,411
Retained earnings 5,876 2,865
Accumulated other comprehensive loss (2,405) (989)
Non-controlling interest 311 327
Total Equity 7,463 7,094
Total Liabilities and Equity $ 25,350 $ 26,172


	As of
(In millions)	June 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	3,209	$	3,520
Accounts receivable, net	3,212		2,833
Contract assets, current	578		537
Inventories, net	2,699		2,640
Other assets, current	443		349
Total current assets	10,141		9,879
Future income tax benefits	690		612
Fixed assets, net	2,262		2,241
Operating lease right-of-use assets	600		642
Intangible assets, net	1,181		1,342
Goodwill	9,927		9,977
Pension and post-retirement assets	32		26
Equity method investments	1,139		1,148

Other assets	312		219
Total Assets	$	26,284	$	26,086

Liabilities and Equity
Accounts payable	$	2,956	$	2,833
Accrued liabilities	2,661		2,610
Contract liabilities, current	483		449

Current portion of long-term debt	134		140
Total current liabilities	6,234		6,032
Long-term debt	8,655		8,702
Future pension and post-retirement obligations	350		349
Future income tax obligations	560		568
Operating lease liabilities	485		529

Other long-term liabilities	1,712		1,830
Total Liabilities	17,996		18,010
Commitments and contingent liabilities (Note 19)
Equity
Common stock	9		9
Treasury stock	(1,972)		(1,910)
Additional paid-in capital	5,494		5,481
Retained earnings	6,129		5,866
Accumulated other comprehensive loss	(1,691)		(1,688)
Non-controlling interest	319		318
Total Equity	8,288		8,076
Total Liabilities and Equity	$	26,284	$	26,086

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

Table of Contents

CARRIER GLOBAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)


(In millions)	(In millions)	Accumulated Other Comprehensive Income (Loss)		Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings		Non-Controlling Interest		Total Equity		(In millions)	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, 2021		$	(989)	$	9	$	(529)	$	5,411	$	2,865	$	327	$	7,094
Balance as of December 31, 2022																Balance as of December 31, 2022	$	(1,688)	$	9	$	(1,910)	$	5,481	$	5,866	$	318	$	8,076
Net income	Net income	—		—		—		—		1,379		8		1,387		Net income	—		—		—		—		373		14		387
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(308)		—		—		—		—		—		(308)		Other comprehensive income (loss), net of tax	52		—		—		—		—		2		54

Shares issued under incentive plans, net	Shares issued under incentive plans, net	—		—		—		(17)		—		—		(17)		Shares issued under incentive plans, net	—		—		—		(9)		—		—		(9)
Stock-based compensation	Stock-based compensation	—		—		—		21		—		—		21		Stock-based compensation	—		—		—		22		—		—		22
Dividends attributable to non-controlling interest		—		—		—		—		—		(1)		(1)

Sale of non-controlling interest		—		—		—		—		—		(5)		(5)

Treasury stock repurchase	Treasury stock repurchase	—		—		(741)		—		—		—		(741)		Treasury stock repurchase	—		—		(62)		—		—		—		(62)

Balance as of March 31, 2022		$	(1,297)	$	9	$	(1,270)	$	5,415	$	4,244	$	329	$	7,430
Balance as of March 31, 2023																Balance as of March 31, 2023	$	(1,636)	$	9	$	(1,972)	$	5,494	$	6,239	$	334	$	8,468

Net income	Net income	—		—		—		—		573		14		587		Net income	—		—		—		—		199		34		233
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(478)		—		—		—		—		(9)		(487)		Other comprehensive income (loss), net of tax	(55)		—		—		—		—		(8)		(63)
Dividends declared on common stock (1)	Dividends declared on common stock (1)	—		—		—		—		(253)		—		(253)		Dividends declared on common stock (1)	—		—		—		—		(309)		—		(309)
Conversion of cash settled awards		—		—		—		6		—		—		6
Shares issued under incentive plans, net																Shares issued under incentive plans, net	—		—		—		(18)		—		—		(18)
Stock-based compensation	Stock-based compensation	—		—		—		20		—		—		20		Stock-based compensation	—		—		—		18		—		—		18

Dividends attributable to non-controlling interest	Dividends attributable to non-controlling interest	—		—		—		—		—		(38)		(38)		Dividends attributable to non-controlling interest	—		—		—		—		—		(41)		(41)

Treasury stock repurchase		—		—		(273)		—		—		—		(273)

Balance as of June 30, 2022		$	(1,775)	$	9	$	(1,543)	$	5,441	$	4,564	$	296	$	6,992

Net income		—		—		—		—		1,312		20		1,332
Other comprehensive income (loss), net of tax		(630)		—		—		—		—		(13)		(643)

Stock-based compensation		—		—		—		17		—		—		17

Dividends attributable to non-controlling interest		—		—		—		—		—		(1)		(1)
Acquisition of non-controlling interest		—		—		—		5		—		22		27
Sale of non-controlling interest		—		—		—		—		—		(13)		(13)
Treasury stock repurchase		—		—		(248)		—		—		—		(248)

Balance as of September 30, 2022		$	(2,405)	$	9	$	(1,791)	$	5,463	$	5,876	$	311	$	7,463

(1) Cash dividends declared were $0.30 per share for the three months ended June 30, 2022.

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.
Balance as of June 30, 2023																Balance as of June 30, 2023	$	(1,691)	$	9	$	(1,972)	$	5,494	$	6,129	$	319	$	8,288

(In millions)																(In millions)	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, 2021																Balance as of December 31, 2021	$	(989)	$	9	$	(529)	$	5,411	$	2,865	$	327	$	7,094
Net income																Net income	—		—		—		—		1,379		8		1,387
Other comprehensive income (loss), net of tax																Other comprehensive income (loss), net of tax	(308)		—		—		—		—		—		(308)

Shares issued under incentive plans, net																Shares issued under incentive plans, net	—		—		—		(17)		—		—		(17)
Stock-based compensation																Stock-based compensation	—		—		—		21		—		—		21
Dividends attributable to non-controlling interest																Dividends attributable to non-controlling interest	—		—		—		—		—		(1)		(1)

Sale of non-controlling interest																Sale of non-controlling interest	—		—		—		—		—		(5)		(5)

Treasury stock repurchase																Treasury stock repurchase	—		—		(741)		—		—		—		(741)
Balance as of March 31, 2022																Balance as of March 31, 2022	$	(1,297)	$	9	$	(1,270)	$	5,415	$	4,244	$	329	$	7,430

Net income																Net income	—		—		—		—		573		14		587
Other comprehensive income (loss), net of tax																Other comprehensive income (loss), net of tax	(478)		—		—		—		—		(9)		(487)
Dividends declared on common stock (2)																Dividends declared on common stock (2)	—		—		—		—		(253)		—		(253)
Conversion of cash settled awards																Conversion of cash settled awards	—		—		—		6		—		—		6

Stock-based compensation																Stock-based compensation	—		—		—		20		—		—		20
Dividends attributable to non-controlling interest																Dividends attributable to non-controlling interest	—		—		—		—		—		(38)		(38)

Treasury stock repurchase																Treasury stock repurchase	—		—		(273)		—		—		—		(273)
Balance as of June 30, 2022																Balance as of June 30, 2022	$	(1,775)	$	9	$	(1,543)	$	5,441	$	4,564	$	296	$	6,992

(1) Cash dividends declared were $0.38 per share for the three months ended June 30, 2023																(1) Cash dividends declared were $0.38 per share for the three months ended June 30, 2023
(2) Cash dividends declared were $0.30 per share for the three months ended June 30, 2022																(2) Cash dividends declared were $0.30 per share for the three months ended June 30, 2022

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

Table of Contents

CARRIER GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(In millions) 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 $ (745) $ 9 $ — $ 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 $ (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 (1)
— — — — (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 $ (794) $ 9 $ (130) $ 5,366 $ 2,305 $ 364 $ 7,120
Net income — — — — 469 11 480
Other comprehensive income (loss), net of tax (197) — — — — — (197)
Shares issued under incentive plans, net — — — (1) — — (1)
Stock-based compensation — — — 21 — — 21
Dividends attributable to non-controlling interest — — — — — (6) (6)
Acquisition of non-controlling interest — — — (2) — (47) (49)
Treasury stock repurchase — — (146) — — — (146)
Balance as of September 30, 2021 $ (991) $ 9 $ (276) $ 5,384 $ 2,774 $ 322 $ 7,222
(1) Cash dividends declared were $0.24 per share for the three months ended June 30, 2021
CARRIER GLOBAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
(In millions)	2023		2022
Operating Activities
Net income from operations	$	620	$	1,974
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	273		155
Deferred income tax provision	(110)		(17)
Stock-based compensation costs	40		41
Equity method investment net earnings	(96)		(159)

(Gain) loss on extinguishment of debt	—		(36)
(Gain) loss on sale of investments / deconsolidation	276		(1,119)

Changes in operating assets and liabilities
Accounts receivable, net	(406)		(483)
Contract assets, current	(40)		(224)
Inventories, net	(59)		(435)
Other assets, current	(105)		(37)
Accounts payable and accrued liabilities	120		79
Contract liabilities, current	37		42
Defined benefit plan contributions	(11)		(6)
Distributions from equity method investments	10		15
Other operating activities, net	(45)		40
Net cash flows provided by (used in) operating activities	504		(170)

Investing Activities
Capital expenditures	(144)		(122)
Investment in businesses, net of cash acquired	(56)		(38)
Dispositions of businesses	36		2,944

Settlement of derivative contracts, net	(14)		(123)
Kidde-Fenwal, Inc. deconsolidation	(134)		—
Other investing activities, net	16		(16)
Net cash flows provided by (used in) investing activities	(296)		2,645

Financing Activities
Increase (decrease) in short-term borrowings, net	(19)		(22)
Issuance of long-term debt	6		21
Repayment of long-term debt	(12)		(1,127)
Repurchases of common stock	(62)		(1,014)
Dividends paid on common stock	(309)		(257)
Dividends paid to non-controlling interest	(41)		(22)

Other financing activities, net	(69)		(13)
Net cash flows provided by (used in) financing activities	(506)		(2,434)





Effect of foreign exchange rate changes on cash and cash equivalents	(13)		(41)
Net increase (decrease) in cash and cash equivalents and restricted cash	(311)		—
Cash, cash equivalents and restricted cash, beginning of period	3,527		3,025
Cash, cash equivalents and restricted cash, end of period	3,216		3,025
Less: restricted cash	7		8
Cash and cash equivalents, end of period	$	3,209	$	3,017

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

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CARRIER GLOBAL CORPORATION

~~CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS~~

~~(Unaudited)~~
Nine Months Ended September 30,
(In millions) 2022 2021
Operating Activities
Net income from operations $ 3,306 $ 1,369
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization 257 251
Deferred income tax provision (107) 69
Stock-based compensation costs 58 60
Equity method investment net earnings (222) (201)
Impairment charge on minority-owned joint venture investments — 2
(Gain) loss on extinguishment of debt (36) —
(Gain) loss on sale of investments (1,844) (4)
Changes in operating assets and liabilities
Accounts receivable, net (433) (290)
Contract assets, current (201) (66)
Inventories, net (492) (344)
Other assets, current (3) (20)
Accounts payable and accrued liabilities 180 496
Contract liabilities, current 34 43
Defined benefit plan contributions (10) (29)
Distributions from equity method investments 55 65
Other operating activities, net 78 (77)
Net cash flows provided by (used in) operating activities 620 1,324
Investing Activities
Capital expenditures (213) (206)
Investment in businesses, net of cash acquired (472) (214)
Dispositions of businesses 2,944 3
Settlement of derivative contracts, net (202) (18)
Other investing activities, net (12) 9
Net cash flows provided by (used in) investing activities 2,045 (426)
Financing Activities
Increase (decrease) in short-term borrowings, net (125) (17)
Issuance of long-term debt 421 122
Repayment of long-term debt (1,185) (692)
Repurchases of common stock (1,261) (275)
Dividends paid on common stock (384) (313)
Dividends paid to non-controlling interest (22) (32)
Other financing activities, net (28) (18)
Net cash flows provided by (used in) financing activities (2,584) (1,225)
Effect of foreign exchange rate changes on cash and cash equivalents (115) (15)
Net increase (decrease) in cash and cash equivalents and restricted cash (34) (342)
Less: Change in cash balances classified as assets held for sale — 74
Cash, cash equivalents and restricted cash, beginning of period 3,025 3,120
Cash, cash equivalents and restricted cash, end of period 2,991 2,704
Less: restricted cash 6 33
Cash and cash equivalents, end of period $ 2,985 $ 2,671

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

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~~CARRIER GLOBAL CORPORATION~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: DESCRIPTION OF THE BUSINESS

Carrier Global Corporation (the "Company") is ~~the leading~~a global ~~provider of healthy, safe, sustainable~~leader in intelligent climate and ~~intelligent building and cold chain solutions.~~energy solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to its customers. The Company's portfolio includes industry-leading brands such as Carrier, Toshiba, Automated Logic, Carrier Transicold, Kidde, Edwards and LenelS2 that offer innovative heating, ventilating, air conditioning ("HVAC"), refrigeration, fire, security and building automation technologies to help make the world safer and more comfortable. The Company also provides a broad array of related building services, including audit, design, installation, system integration, repair, maintenance and monitoring. The Company's operations are classified into three segments: HVAC, Refrigeration and Fire & Security.

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 and cash flows for the periods presented. Certain information and 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 regulations of the United States Securities and Exchange Commission (the "SEC"). The accompanying Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for ~~2021~~2022 filed with the SEC on February ~~8, 2022~~7, 2023 (the ~~"2021~~"2022 Form 10-K").

~~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 took several preemptive actions to manage liquidity, preserve the health and safety of its employees and customers as well as maintain the continuity of its operations. 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, including a resurgence in cases and the spread of COVID-19 variants, 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 certainty at this time.

NOTE 2: BASIS OF PRESENTATION

The Unaudited Condensed Consolidated Financial Statements include all accounts of the Company and its wholly-owned and majority-owned subsidiaries in which it has control. ~~All intra-company~~Inter-company accounts and transactions have been 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 the Company controls and consolidates.

Planned Portfolio Transformation

On April 25, 2023, the Company announced that it entered into a Share Purchase Agreement (the “Agreement”) to acquire the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (“Viessmann”), a privately-held company, for approximately €12 billion. The VCS Business develops intelligent, integrated and sustainable technologies, including heat pumps, boilers, photovoltaic systems, home battery storage and digital solutions, primarily for residential customers in Europe. The transaction is expected to close around the end of 2023, subject to customary closing conditions and regulatory approvals. In addition, the Company also announced plans to exit its Fire & Security and Commercial Refrigeration businesses over the course of 2024. See Note 15 – Acquisitions and Note 16 - Divestitures for additional information.

Deconsolidation of Kidde-Fenwal, Inc.

On May 14, 2023, Kidde-Fenwal, Inc. ("KFI") filed a petition for voluntary reorganization under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") in the United States Bankruptcy Court for the District of Delaware. KFI, an industrial fire detection and suppression business and an indirect wholly-owned subsidiary of the Company, has indicated that it intends to use the bankruptcy process to explore strategic alternatives, including the sale of KFI as a going concern. KFI has further stated that, during the Chapter 11 process, KFI expects that there will be no significant interruptions to its business operations. As of the petition date, KFI was deconsolidated and its respective assets and liabilities were derecognized from the Company's Unaudited Condensed Consolidated Financial Statements. See Note 19 - Commitments and Contingent Liabilities for additional information.

Acquisition of Toshiba Carrier Corporation

On February 6, 2022, the Company entered into a binding agreement to acquire a majority ownership interest in Toshiba Carrier Corporation (“TCC”), a variable refrigerant flow ("VRF") and light commercial HVAC joint venture between Carrier and Toshiba Corporation. The acquisition was completed on August 1, ~~2022, subject to customary closing conditions.~~2022. As a result, the assets, liabilities and results of operations of TCC are consolidated in the accompanying Unaudited Condensed Consolidated Financial Statements as of the

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date of acquisition and reported within the Company’s HVAC segment. Upon closing, Toshiba Corporation retained a 5% ownership interest in TCC. See Note 15 – Acquisitions for additional information.

Sale of Chubb Fire & Security Business

On July 26, 2021, the Company entered into a stock purchase agreement to sell its Chubb Fire and Security business ("Chubb") to APi Group Corporation ("APi"). ~~As a result,~~Chubb, which was reported within the ~~assets~~Company’s Fire & Security segment, delivered essential fire safety and ~~liabilities of Chubb are presented as held for sale on~~security solutions from design and installation to monitoring, service and maintenance across more than 17 countries around the ~~accompanying Unaudited Condensed Consolidated Balance Sheet as of December 31, 2021 and recorded at the lower of their carrying value or fair value less estimated cost to sell.~~globe. The sale of Chubb was completed on January 3, 2022 (the "Chubb Sale"). See Note 16 - Divestitures for additional information.

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Separation from United Technologies

On April 3, 2020 (the Distribution Date"), United Technologies Corporation ("UTC"), since renamed RTX Corporation ("Raytheon Technologies ~~Corporation ("UTC"~~Corporation" or "RTX"), completed the spin-off of ~~the Company~~Carrier into an independent, publicly traded company (the "Separation") through a pro-rata distribution (the "Distribution") on a one-for-one basis of all of the outstanding shares of common stock of ~~the Company~~Carrier to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date of the Distribution. ~~The~~In connection with the Separation, the Company ~~incurred separation-related costs including employee-related costs, costs~~issued an aggregate principal balance of $11.0 billion of debt and transferred approximately $10.9 billion of cash to ~~establish certain stand-alone functions, information technology systems, professional service fees~~UTC on February 27, 2020 and ~~other costs associated with becoming an independent, publicly traded company. These costs are primarily recorded in~~ ~~Selling, general~~March 27, 2020. On April 1, 2020 and ~~administrative~~ inApril 2, 2020, the ~~accompanying Unaudited Condensed Consolidated Statement of Operations and totaled $19~~Company received cash contributions totaling $590 million ~~for~~from UTC related to the ~~nine months ended September 30, 2021.~~Separation.

Recently Issued and 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 codification. The Company considers the applicability and impact of all ASUs. ASUs pending adoption were assessed and determined to be either not applicable or are not expected to have a material impact on the accompanying Unaudited Condensed Consolidated Financial Statements.

NOTE 3: INVENTORIES, NET

Inventories are stated at the lower of cost or estimated net 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").

Inventories, net consisted of the following:


(In millions)	(In millions)	September 30, 2022		December 31, 2021		(In millions)	June 30, 2023		December 31, 2022
Raw materials	Raw materials	$	822	$	559	Raw materials	$	841	$	884
Work-in-process	Work-in-process	217		197		Work-in-process	291		230
Finished goods	Finished goods	1,625		1,214		Finished goods	1,567		1,526

Inventories, net	Inventories, net	$	2,664	$	1,970	Inventories, net	$	2,699	$	2,640

The Company performs periodic assessments utilizing customer demand, production requirements and historical usage rates to determine the existence of excess and obsolete inventory and records necessary provisions to reduce such inventories to the lower of cost or estimated net realizable value. Raw materials, work-in-process and finished goods are net of valuation reserves of ~~$157~~$241 million and ~~$154~~$190 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

NOTE 4: GOODWILL AND INTANGIBLE ASSETS

The Company records goodwill as the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is tested and reviewed annually for impairment on July 1 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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The changes in the carrying amount of goodwill were as follows:

(In millions) HVAC Refrigeration Fire & Security Total
Balance as of December 31, 2021 $ 5,658 $ 1,228 $ 2,463 $ 9,349
Goodwill resulting from business combinations (1)
877 — 1 878
Foreign currency translation (368) (80) (158) (606)
Balance as of September 30, 2022 $ 6,167 $ 1,148 $ 2,306 $ 9,621

~~(1)~~ ~~See Note 15 - Acquisitions for additional information.~~


(In millions)	HVAC		Refrigeration		Fire & Security		Total
Balance as of December 31, 2022	$	6,392	$	1,197	$	2,388	$	9,977
Acquisitions / divestitures	(11)		(4)		—		(15)

Foreign currency translation	(22)		(4)		(9)		(35)
Balance as of June 30, 2023	$	6,359	$	1,189	$	2,379	$	9,927

Indefinite-lived intangible assets are tested and reviewed annually for impairment on July 1 or whenever there is a material change in events or circumstances that indicates that the fair value of the asset may be less than the carrying amount of the

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asset. All other intangible assets with finite useful lives are amortized over their estimated useful lives.

Identifiable intangible assets consisted of the following:


		September 30, 2022						December 31, 2021							June 30, 2023						December 31, 2022
(In millions)	(In millions)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount		(In millions)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Amortized:	Amortized:													Amortized:
Customer relationships	Customer relationships	$	1,367	$	(691)	$	676	$	945	$	(699)	$	246	Customer relationships	$	1,408	$	(754)	$	654	$	1,431	$	(720)	$	711
Patents and trademarks	Patents and trademarks	380		(178)		202		232		(182)		50		Patents and trademarks	388		(202)		186		401		(191)		210

Service portfolios and other	Service portfolios and other	916		(548)		368		688		(539)		149		Service portfolios and other	932		(655)		277		953		(595)		358
		2,663		(1,417)		1,246		1,865		(1,420)		445			2,728		(1,611)		1,117		2,785		(1,506)		1,279
Unamortized:	Unamortized:													Unamortized:
Trademarks and other	Trademarks and other	63		—		63		64		—		64		Trademarks and other	64		—		64		63		—		63
Intangible assets, net	Intangible assets, net	$	2,726	$	(1,417)	$	1,309	$	1,929	$	(1,420)	$	509	Intangible assets, net	$	2,792	$	(1,611)	$	1,181	$	2,848	$	(1,506)	$	1,342

Amortization of intangible assets was as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2022 2021 2022 2021
Amortization expense of Intangible assets $ 38 $ 25 $ 79 $ 74

~~Annual Impairment Test~~

The Company tested its goodwill and indefinite-lived intangible assets for impairment as part of its annual assessment. For each test except one, the Company qualitatively assessed all relevant events or circumstances that could impact the estimate of fair value and determined it was more likely than not that the fair value of each reporting unit and indefinite-lived intangible asset exceeded their carrying amount. The test for one reporting unit related to the TCC acquisition and the subsequent reorganization of the Company's Commercial HVAC reporting unit in order to create a separate Global Comfort Solutions reporting unit. As a result, the Company performed a quantitative goodwill impairment test on its Commercial HVAC reporting unit prior to the reorganization, the results of which did not indicate any goodwill impairment. The Company then reassigned goodwill among its Commercial HVAC and new Global Comfort Solutions reporting units using a relative fair value approach and performed a goodwill impairment assessment. The results did not indicate any goodwill impairment.


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Amortization expense of Intangible assets	$	61	$	20	$	125	$	41

1110

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NOTE 5: BORROWINGS AND LINES OF CREDIT

Long-term debt consisted of the following:


(In millions)	(In millions)	September 30, 2022		December 31, 2021		(In millions)	June 30, 2023		December 31, 2022

2.242% Notes due February 15, 2025	2.242% Notes due February 15, 2025	$	1,200	$	2,000	2.242% Notes due February 15, 2025	$	1,200	$	1,200
2.493% Notes due February 15, 2027	2.493% Notes due February 15, 2027	900		1,250		2.493% Notes due February 15, 2027	900		900
2.722% Notes due February 15, 2030	2.722% Notes due February 15, 2030	2,000		2,000		2.722% Notes due February 15, 2030	2,000		2,000
2.700% Notes due February 15, 2031	2.700% Notes due February 15, 2031	750		750		2.700% Notes due February 15, 2031	750		750
3.377% Notes due April 5, 2040	3.377% Notes due April 5, 2040	1,500		1,500		3.377% Notes due April 5, 2040	1,500		1,500
3.577% Notes due April 5, 2050	3.577% Notes due April 5, 2050	2,000		2,000		3.577% Notes due April 5, 2050	2,000		2,000

Total long-term Notes		8,350		9,500
Total long-term notes						Total long-term notes	8,350		8,350
Japanese Term Loan Facility	Japanese Term Loan Facility	372		—		Japanese Term Loan Facility	374		404
Other debt (including project financing obligations and finance leases)	Other debt (including project financing obligations and finance leases)	228		267		Other debt (including project financing obligations and finance leases)	146		149
Discounts and debt issuance costs	Discounts and debt issuance costs	(61)		(71)		Discounts and debt issuance costs	(81)		(61)
Total debt	Total debt	8,889		9,696		Total debt	8,789		8,842
Less: current portion of long-term debt	Less: current portion of long-term debt	219		183		Less: current portion of long-term debt	134		140
Long-term debt, net of current portion	Long-term debt, net of current portion	$	8,670	$	9,513	Long-term debt, net of current portion	$	8,655	$	8,702

Japanese Term Loan Facility

On July 15, 2022, the Company entered into a five-year, JPY 54 billion (approximately $400 million) senior unsecured term loan facility with MUFG Bank Ltd., as administrative agent and lender, and certain other lenders (the "Japanese Term Loan Facility"). Borrowings under the Japanese Term Loan Facility bear interest at a rate equal to the Tokyo Term Risk Free Rate plus 0.75%. In addition, the Japanese Term Loan Facility is subject to customary covenants including a covenant to maintain a maximum consolidated leverage ratio. The Company capitalized $2 million of deferred financing costs which are being amortized over its term. On July 25, 2022, the Company borrowed JPY 54 billion under the Japanese Term Loan Facility and used the proceeds to fund a portion of the TCC acquisition and to pay related fees and expenses.

Revolving Credit Facility

On ~~February 10, 2020,~~May 19, 2023, the Company entered into a revolving credit agreement with ~~various banks~~JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders, permitting aggregate borrowings of up to ~~$2.0~~$2.0 billion pursuant to an unsecured, unsubordinated revolving credit facility that matures ~~on April 3, 2025~~in May 2028 (the "Revolving Credit Facility"). The Revolving Credit Facility supports the Company's commercial paper program and ~~cash requirements of the Company.~~can be used for other general corporate purposes. Borrowings are available in U.S. Dollars and Euros. U.S. Dollar borrowings can bear interest at either a Term SOFR Rate plus 0.10% and a rating-based margin or, alternatively, at an alternate base rate plus a ratings-based margin. Euro borrowings bear interest at an adjusted EURIBOR rate plus a ratings-based margin. A ratings-based commitment fee ~~of 0.125%~~ is charged on unused commitments. ~~Borrowings under t~~Upon entering into the agreement, the Company terminated its existing revolving credit facility that was set to mature in April 2025. In addition, the Company capitalized $2 million of deferred financing costs which are being amortized over its term. ~~he Revolving Credit Facility are available in U.S. Dollars, Euros and Pounds Sterling and bear interest at a variable interest rate plus a ratings-based margin, which was 125 basis points as of~~ ~~September 30, 2022~~. As of ~~September~~June 30, ~~2022,~~2023, there were no borrowings outstanding under the Revolving Credit Facility.

Commercial Paper Program

The Company has a $2.0 billion unsecured, unsubordinated commercial paper program, which can be used for general corporate purposes, including the funding of working capital and potential acquisitions. As of ~~September~~June 30, ~~2022,~~2023, there were no borrowings outstanding under the commercial paper program.

Project Financing Arrangements

The Company is involved in long-term construction contracts in which it arranges project financing with certain customers. As a result, the Company issued ~~$27~~$6 million and ~~$108~~$21 million of debt during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Long-term debt repayments associated with these financing arrangements during the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ were ~~$70~~$12 million and ~~$170~~$12 million, respectively.

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Debt Covenants

The Revolving Credit Facility, the indenture for the long-term ~~Notes~~notes and the Japanese Term Loan Facility contain affirmative and negative covenants customary for financings of these types, which, among other things, limit the Company's ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions. As of ~~September~~June 30, ~~2022,~~2023, the Company was in compliance with the covenants under the agreements governing its outstanding indebtedness.

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Tender Offers

On March 15, 2022, the Company commenced tender offers to purchase up to $1.15 billion ("Aggregate Tender Cap") aggregate principal of the Company's 2.242% Notes due 2025 and 2.493% Notes due 2027 (together, the "Senior Notes"). The tender offers included payment of applicable accrued and unpaid interest up to the settlement date, along with a fixed spread for early repayment. Based on participation, the Company elected to settle the tender offers on March 30, 2022. The aggregate principal amount of Senior Notes validly tendered and accepted was approximately $1.15 billion, which included $800 million of Notes due 2025 and $350 million of Notes due 2027. As a result, the Company recognized a net gain of $33 million and wrote off $5 million of unamortized deferred financing costs within Interest (expense) income, net on the accompanying Unaudited Condensed Consolidated Statement of Operations during the three months ended March 31, 2022.

NOTE 6: FAIR VALUE MEASUREMENTS

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:

•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 economic factors, including foreign currency and commodity price risk. These exposures are managed through operational strategies and the use of undesignated hedging contracts. The Company's derivative assets and liabilities are measured at fair value on a recurring basis using internal models based on observable market inputs, such as forward, interest, contract and discount rates with changes in fair value reported in ~~earnings~~Other income (expense), net in the accompanying Unaudited Condensed Consolidated Statement of Operations.

In connection with the TCC acquisition, the Company funded a portion of the Yen-denominated purchase price with cash on hand by entering into cross currency swaps with SMBC Capital Markets, Inc., as syndication swap arranger, and certain other financial institutions. The ~~fair value of the~~ cross currency swaps are measured at fair value on a recurring basis using observable market inputs, such as forward, discount and interest rates as well as credit default swap spreads. The Company designated the cross currency swaps as a partial hedge of its investment in certain subsidiaries whose functional currency is the Japanese Yen in order to manage foreign currency translation risk. As a result, changes in the fair value of the swaps are recorded in Equity in the accompanying Unaudited Condensed Consolidated Balance Sheet.

The remaining portion of the Yen-denominated purchase price was funded by the Japanese Term Loan Facility. The carrying value of the facility is translated on a recurring basis using the exchange rate at the end of the applicable period and approximates its fair value. The Company designated the Japanese Term Loan Facility as a partial hedge of its investment in certain subsidiaries whose functional currency is the Japanese Yen in order to manage foreign currency translation risk. As a result, changes in the carrying value of the Japanese Term Loan Facility associated with foreign exchange rate movements are recorded in Equity in the Unaudited Condensed Consolidated Balance Sheet.

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In connection with the proposed acquisition of the VCS Business, the Company entered into window forward contracts with Bank of America N.A. and JPMorgan Chase Bank N.A. to mitigate the foreign currency risk of the expected cash outflows associated with the Euro-denominated purchase price. The instruments have an aggregate notional amount of €7 billion and a settlement window between November 28, 2023 and February 27, 2024. The window forward contracts are measured at fair value on a recurring basis using observable market inputs, such as forward, discount and interest rates with changes in fair value reported in Other income (expense), net in the accompanying Unaudited Condensed Consolidated Statement of Operations. During the three months ended June 30, 2023, the Company recognized a $111 million loss on the mark-to-market valuation of its window forward contracts.

The following tables provide the valuation hierarchy classification of assets and liabilities that are recorded at fair value and measured on a recurring basis in the accompanying Unaudited Condensed Consolidated Balance Sheet:

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(In millions) Total Level 1 Level 2 Level 3
September 30, 2022
Derivative assets (1)(3)
$ 26 $ — $ 26 $ —
Derivative liabilities (2)(3)
$ (89) $ — $ (89) $ —
December 31, 2021
Derivative assets (1)
$ 8 $ — $ 8 $ —
Derivative liabilities (2)
$ (35) $ — $ (35) $ —


(In millions)	Total		Level 1		Level 2		Level 3
June 30, 2023


Derivative assets (1)(3)	$	18	$	—	$	18	$	—
Derivative liabilities (2)(3)	$	(176)	$	—	$	(176)	$	—

December 31, 2022


Derivative assets (1) (3)	$	28	$	—	$	28	$	—
Derivative liabilities (2) (3)	$	(48)	$	—	$	(48)	$	—

(1) Included in Other assets, current on the accompanying Unaudited Condensed Consolidated Balance Sheet.

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

(3) Includes cross currency ~~swaps.~~

swaps and window forward contracts.

The following table provides the carrying amounts and fair values of the Company's long-term notes that are not recorded at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheet:


		September 30, 2022				December 31, 2021					June 30, 2023				December 31, 2022
(In millions)	(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Total long-term Notes (1)	Total long-term Notes (1)	$	8,350	$	6,642	$	9,500	$	9,842	Total long-term Notes (1)	$	8,350	$	6,943	$	8,350	$	6,832

(1) Excludes debt discount and issuance costs.

The fair value of the Company's long-term debt is measured based on observable market inputs which are considered Level 1 within the fair value hierarchy. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate fair value due to the short-term nature of these accounts and would be classified as Level 1 in the fair value hierarchy. The Company's financing leases and project financing obligations, included in Long-term debt and Current portion of long-term debt on the accompanying Unaudited Condensed Consolidated Balance Sheet, approximate fair value and are classified as Level 3 in the fair value hierarchy.

NOTE 7: EMPLOYEE BENEFIT PLANS

The Company sponsors both funded and unfunded domestic and international defined benefit pension and defined contribution plans. In addition, the Company contributes to various domestic and international multi-employer pension plans.

Contributions to the plans were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(In millions)
2022 (1)
2021
2022 (1)
2021
Defined benefit plans $ 4 $ 2 $ 10 $ 29
Defined contribution plans $ 29 $ 30 $ 95 $ 97
Multi-employer pension plans $ 5 $ 5 $ 11 $ 17

~~(1)~~ ~~See Note 16 - Divestitures for additional information.~~


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Defined benefit plans	$	5	$	2	$	11	$	6
Defined contribution plans	$	29	$	28	$	66	$	66
Multi-employer pension plans	$	4	$	3	$	8	$	6

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The components of net periodic pension expense (benefit) for the defined benefit pension plans are as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(In millions)
2022 (1)
2021
2022 (1)
2021
Service cost $ 5 $ 7 $ 14 $ 21
Interest cost 5 9 13 28
Expected return on plan assets (7) (36) (20) (109)
Amortization of prior service credit 1 — 2 1
Recognized actuarial net (gain) loss 2 8 7 24
Net settlement, curtailment and special termination benefit (gain) loss — 4 — 4
Net periodic pension expense (benefit) $ 6 $ (8) $ 16 $ (31)

~~(1)~~ ~~See Note 16 - Divestitures for additional information.~~


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Service cost	$	4	$	4	$	8	$	9
Interest cost	8		4		16		8
Expected return on plan assets	(8)		(6)		(16)		(13)
Amortization of prior service credit	1		—		1		1
Recognized actuarial net (gain) loss	(1)		3		(1)		5

Net periodic pension expense (benefit)	$	4	$	5	$	8	$	10

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 at the date of grant and is generally 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.

Stock-based compensation expense, net of estimated forfeitures, is included in Cost of products sold, Selling, general and administrative and Research and development in the accompanying Unaudited Condensed Consolidated Statements of Operations.

Stock-based compensation cost by award type was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022		2023		2022

Equity compensation costs - equity settled	Equity compensation costs - equity settled	$	17	$	21	$	58	$	60	Equity compensation costs - equity settled	$	18	$	20	$	40	$	41
Equity compensation costs - cash settled (1)	Equity compensation costs - cash settled (1)	1		5		(16)		15		Equity compensation costs - cash settled (1)	1		(11)		2		(17)
Total stock-based compensation expense	Total stock-based compensation expense	$	18	$	26	$	42	$	75	Total stock-based compensation expense	$	19	$	9	$	42	$	24

(1) The cash settled awards are classified as liability awards and are measured at fair value at each balance sheet date.

NOTE 9: PRODUCT WARRANTIES

In the ordinary course of business, the Company provides standard warranty coverage on its products. Provisions for these amounts are established at the time of sale and estimated primarily based on product warranty terms and historical claims experience. In addition, the Company incurs discretionary costs to service its products in connection with specific product performance issues. Provisions for these amounts are established when they are known and estimable. The Company assesses the adequacy of its initial provisions and will make adjustments as necessary based on known or anticipated claims or as new information becomes available that suggests it is probable that future costs will be different than estimated amounts. Amounts associated with these provisions are classified on the accompanying Unaudited Condensed Consolidated Balance Sheet as Accrued liabilities or Other long-term liabilities based on their anticipated settlement date.

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The changes in the carrying amount of warranty related provisions are as follows:


		Nine Months Ended September 30,					Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		(In millions)	2023		2022
Balance as of January 1,	Balance as of January 1,	$	524	$	514	Balance as of January 1,	$	552	$	524
Warranties, performance guarantees issued and changes in estimated liability	Warranties, performance guarantees issued and changes in estimated liability	120		136		Warranties, performance guarantees issued and changes in estimated liability	117		84
Settlements made	Settlements made	(116)		(127)		Settlements made	(92)		(78)
Other	Other	9		1		Other	(2)		(5)
Balance as of September 30,		$	537	$	524
Balance as of June 30,						Balance as of June 30,	$	575	$	525

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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 ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021, 875,413,836~~2022, 880,570,371 and ~~873,064,219~~876,487,480 shares of common stock were issued, respectively, which includes ~~39,237,430~~43,490,981 and ~~10,375,654~~42,103,995 shares of treasury stock, respectively.

Share Repurchase Program

The Company may repurchase its outstanding common stock from time to time subject to market conditions and at the Company's ~~discretion~~discretion. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 and ~~subject to compliance with~~10b-18 under the ~~Company's obligations under certain tax agreements.~~Exchange Act. Shares acquired are recognized at cost and presented separately on the balance sheet as a reduction to Equity. ~~In July~~Since the initial authorization in February 2021, the Company's Board of Directors ~~approved a $1.75 billion increase to the Company's existing $350 million share repurchase program authorizing~~authorized the repurchase of up to ~~$2.1~~$4.1 billion of the Company's outstanding common stock. ~~During 2021,~~As of December 31, 2022, the Company repurchased ~~10.4~~42.1 million shares of common stock for an aggregate purchase price of ~~$529 million.~~

~~On December 14, 2021, the Company entered into~~$1.9 billion, including shares repurchased under an accelerated share repurchase ~~agreement ("ASR Agreement") to repurchase $500 million of its common stock pursuant to the Company's existing share repurchase program. In accordance with the ASR Agreement,~~agreement. As a result, the Company ~~received initial delivery of 7.6 million shares on January 4, 2022, representing~~had approximately ~~80% of the expected share repurchases. The final number of shares~~$2.2 billion remaining under the ASR Agreement was based on the daily average of the volume-weighted average share price of the Company's common stock over the term of the ASR Agreement. Upon final settlement, the Company received an additional 2.7 million shares on February 8, 2022 and recognized $500 million in ~~Treasury stock~~ ~~as a reduction in equity.~~current authorization at December 31, 2022.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company repurchased ~~28.9~~1.4 million shares of common stock for an aggregate purchase price of ~~$1.3 billion, which includes shares repurchased under the ASR Agreement.~~$62 million. As ~~of September 30, 2022,~~a result, the Company has approximately ~~$309 million~~$2.1 billion remaining under the current ~~authorization. In October 2022, the Company's Board of Directors approved a $2.0 billion increase to the Company's existing share repurchase program.~~authorization at June 30, 2023.

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Accumulated Other Comprehensive Income (Loss)

~~A summary of changes in the components of~~ ~~Accumulated other comprehensive income (loss)~~ ~~for the three and nine months ended September 30, 2022 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, 2021 $ (505) $ (484) $ (989)
Other comprehensive income (loss) before reclassifications, net (61) (4) (65)
Amounts reclassified, pre-tax — 3 3
Tax expense (benefit) reclassified — (1) (1)
Divestitures, net (574) 329 (245)
Balance as of March 31, 2022 $ (1,140) $ (157) $ (1,297)
Other comprehensive income (loss) before reclassifications, net (480) — (480)
Amounts reclassified, pre-tax — 3 3
Tax expense (benefit) reclassified — (1) (1)
Balance as of June 30, 2022 $ (1,620) $ (155) $ (1,775)
Other comprehensive income (loss) before reclassifications, net (632) — (632)
Amounts reclassified, pre-tax — 3 3
Tax expense (benefit) reclassified — (1) (1)
Balance as of September 30, 2022 $ (2,252) $ (153) $ (2,405)

A summary of changes in the components of Accumulated other comprehensive income (loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2023 is as follows:


(In millions)	(In millions)	Foreign Currency Translation		Defined Benefit Pension and Post-retirement Plans		Accumulated Other Comprehensive Income (Loss)		(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)
Balance as of December 31, 2022								Balance as of December 31, 2022	$	(1,604)	$	(84)	$	(1,688)
Other comprehensive income (loss) before reclassifications, net	Other comprehensive income (loss) before reclassifications, net	(121)		—		(121)		Other comprehensive income (loss) before reclassifications, net	52		—		52
Amounts reclassified, pre-tax	Amounts reclassified, pre-tax	—		9		9		Amounts reclassified, pre-tax	—		—		—
Tax expense (benefit) reclassified	Tax expense (benefit) reclassified	—		(2)		(2)		Tax expense (benefit) reclassified	—		—		—

Balance as of March 31, 2021		$	(312)	$	(547)	$	(859)
Balance as of March 31, 2023								Balance as of March 31, 2023	$	(1,552)	$	(84)	$	(1,636)
Other comprehensive income (loss) before reclassifications, net	Other comprehensive income (loss) before reclassifications, net	59		—		59		Other comprehensive income (loss) before reclassifications, net	(55)		—		(55)
Amounts reclassified, pre-tax	Amounts reclassified, pre-tax	—		8		8		Amounts reclassified, pre-tax	—		—		—
Tax expense (benefit) reclassified	Tax expense (benefit) reclassified	—		(2)		(2)		Tax expense (benefit) reclassified	—		—		—

Balance as of June 30, 2021		$	(253)	$	(541)	$	(794)
Other comprehensive income (loss) before reclassifications, net		(203)		—		(203)
Amounts reclassified, pre-tax		—		8		8
Tax expense (benefit) reclassified		—		(2)		(2)

Balance as of September 30, 2021		$	(456)	$	(535)	$	(991)
Balance as of June 30, 2023								Balance as of June 30, 2023	$	(1,607)	$	(84)	$	(1,691)

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A summary of changes in the components of Accumulated other comprehensive income (loss) for the three and six months ended June 30, 2022 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, 2021	$	(505)	$	(484)	$	(989)
Other comprehensive income (loss) before reclassifications, net	(61)		(4)		(65)
Amounts reclassified, pre-tax	—		3		3
Tax expense (benefit) reclassified	—		(1)		(1)
Chubb divestiture	(574)		329		(245)
Balance as of March 31, 2022	$	(1,140)	$	(157)	$	(1,297)
Other comprehensive income (loss) before reclassifications, net	(480)		—		(480)
Amounts reclassified, pre-tax	—		3		3
Tax expense (benefit) reclassified	—		(1)		(1)

Balance as of June 30, 2022	$	(1,620)	$	(155)	$	(1,775)

NOTE 11: REVENUE RECOGNITION

The Company accounts for revenue in accordance with ASC 606: Revenue from Contracts with Customers. Revenue is recognized when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. A significant portion of the Company's performance obligations are recognized at a point-in-time when control of the product transfers to the customer, which is generally at the time of shipment. The remaining portion of the Company’s performance obligations are recognized over time as the customer simultaneously obtains control as the Company

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performs work under a contract, or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment.

Sales disaggregated by product and service are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022		2023		2022
Sales Type	Sales Type									Sales Type
Product	Product	$	3,330	$	2,702	$	8,974	$	7,606	Product	$	3,754	$	3,005	$	6,955	$	5,644
Service	Service	404		352		1,118		1,054		Service	462		383		883		714
HVAC sales	HVAC sales	3,734		3,054		10,092		8,660		HVAC sales	4,216		3,388		7,838		6,358

Product	Product	811		894		2,603		2,701		Product	858		925		1,645		1,792
Service	Service	112		117		337		336		Service	114		116		225		225
Refrigeration sales	Refrigeration sales	923		1,011		2,940		3,037		Refrigeration sales	972		1,041		1,870		2,017

Product	Product	859		1,012		2,468		2,943		Product	869		838		1,682		1,609
Service	Service	46		365		142		1,141		Service	63		49		119		96
Fire & Security sales	Fire & Security sales	905		1,377		2,610		4,084		Fire & Security sales	932		887		1,801		1,705

Total segment sales	Total segment sales	5,562		5,442		15,642		15,781		Total segment sales	6,120		5,316		11,509		10,080
Eliminations and other	Eliminations and other	(111)		(101)		(326)		(301)		Eliminations and other	(128)		(105)		(244)		(215)
Net sales	Net sales	$	5,451	$	5,341	$	15,316	$	15,480	Net sales	$	5,992	$	5,211	$	11,265	$	9,865

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Contract Balances

Total contract assets and contract liabilities consisted of the following:


(In millions)	(In millions)	September 30, 2022		December 31, 2021		(In millions)	June 30, 2023		December 31, 2022
Contract assets, current	Contract assets, current	$	666	$	503	Contract assets, current	$	578	$	537
Contract assets, non-current (included within Other assets)	Contract assets, non-current (included within Other assets)	7		70		Contract assets, non-current (included within Other assets)	8		6
Total contract assets	Total contract assets	673		573		Total contract assets	586		543

Contract liabilities, current	Contract liabilities, current	(440)		(415)		Contract liabilities, current	(483)		(449)
Contract liabilities, non-current (included within Other long-term liabilities)	Contract liabilities, non-current (included within Other long-term liabilities)	(167)		(165)		Contract liabilities, non-current (included within Other long-term liabilities)	(170)		(174)
Total contract liabilities	Total contract liabilities	(607)		(580)		Total contract liabilities	(653)		(623)
Net contract assets		$	66	$	(7)
Net contract assets (liabilities)						Net contract assets (liabilities)	$	(67)	$	(80)

The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities. Contract assets relate to the 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 a contract or when the Company has a right to consideration that is conditioned upon transfer of a good or service to a customer. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract.

The Company recognized revenue of ~~$289~~$264 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 that related to contract liabilities as of January 1, ~~2022.~~2023. The Company expects a majority of its current contract liabilities at the end of the period to be recognized as revenue in the next 12 months.

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NOTE 12: RESTRUCTURING COSTS

The Company incurs costs associated with restructuring initiatives intended to improve operating performance, profitability and working capital levels. Actions associated with these initiatives may include improving productivity, workforce reductions and the consolidation of facilities. Due to the size, nature and frequency of these discrete plans, they are fundamentally different from the Company's ongoing productivity actions.

The Company recorded net pre-tax restructuring costs for new and ongoing restructuring initiatives as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022		2023		2022
HVAC	HVAC	$	2	$	7	$	8	$	18	HVAC	$	3	$	2	$	2	$	6
Refrigeration	Refrigeration	3		2		9		7		Refrigeration	7		6		10		6
Fire & Security	Fire & Security	1		3		10		23		Fire & Security	(1)		3		12		9
Total Segment	Total Segment	6		12		27		48		Total Segment	9		11		24		21
General corporate expenses	General corporate expenses	—		1		2		4		General corporate expenses	—		2		2		2
Total restructuring costs	Total restructuring costs	$	6	$	13	$	29	$	52	Total restructuring costs	$	9	$	13	$	26	$	23

Cost of sales	Cost of sales	$	1	$	7	$	8	$	18	Cost of sales	$	3	$	5	$	9	$	7
Selling, general and administrative	Selling, general and administrative	5		6		21		34		Selling, general and administrative	6		8		17		16

Total restructuring costs	Total restructuring costs	$	6	$	13	$	29	$	52	Total restructuring costs	$	9	$	13	$	26	$	23

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The following table summarizes the reserve and charges relating to the restructuring reserve, included in Accrued liabilities on the accompanying Unaudited Condensed Consolidated Balance Sheet:

Nine Months Ended September 30,
(In millions) 2022 2021
Balance as of January 1, $ 54 $ 49
Net pre-tax restructuring costs 29 52
Utilization, foreign exchange and other (50) (54)
Reclassified as Liabilities held for sale (1)
— (14)
Balance as of September 30, $ 33 $ 33

~~(1)~~ ~~See Note 16 - Divestitures for additional information.~~


	Six Months Ended June 30,
(In millions)	2023		2022
Balance as of January 1,	$	24	$	54
Net pre-tax restructuring costs	26		23
Utilization, foreign exchange and other	(19)		(34)

Balance as of June 30,	$	31	$	43

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, charges associated with restructuring initiatives related to cost reduction efforts. Amounts recognized primarily related to severance due to workforce reductions and exit costs due to the consolidation of field operations. As of ~~September~~June 30, ~~2022,~~2023, the Company had ~~$33~~$31 million accrued for costs associated with its announced restructuring initiatives, all of which is expected to be paid within one year.

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NOTE 13: INCOME TAXES

The Company accounts for income tax expense in accordance with ASC 740, Income Taxes ("ASC 740"), which requires 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 projected results for the full year. The effective tax rate was ~~9.4%~~44.8% for the three months ended ~~September~~June 30, ~~2022~~2023 compared with ~~37.5%~~22.5% for the three months ended ~~September~~June 30, ~~2021.~~2022. The year-over-year ~~decrease~~increase was primarily driven by ~~a lower effective tax rate~~the non-deductible losses of $293 million on ~~a $732~~the deconsolidation of KFI due to its Chapter 11 filing and the $111 million ~~non-cash gain resulting from~~loss on the ~~recognition~~mark-to-market valuation of the Company's ~~previously held TCC equity investments at fair value upon acquisition of TCC compared~~window forward contracts associated with the Company's U.S. statutory tax rate. In addition, the prior year included a net tax charge of $136 million primarily relating to the re-organizations and disentanglement of certain Chubb subsidiaries executed in advanceexpected cash outflows of the ~~planned divestiture~~Euro-denominated purchase price of the ~~Chubb business.~~VCS Business.

The effective tax rate was ~~15.6%~~33.4% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared with ~~31.4%~~19.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The year-over-year ~~decrease~~increase was primarily driven by the non-deductible losses of $293 million on the deconsolidation of KFI due to its Chapter 11 filing and the $111 million loss on the mark-to-market valuation of the Company's window forward contracts associated with the expected cash outflows of the Euro-denominated purchase price of the VCS Business. In addition, the six months ended June 30, 2022 includeda lower effective tax rate on ~~a $732 million non-cash gain resulting from the recognition of the Company's previously held TCC equity investments at fair value upon acquisition of TCC and~~ the $1.1 billion Chubb gain compared with the Company's U.S. statutory ~~rate. The nine months ended September 30, 2021 included a net tax charge of $136 millionprimarily relating to the re-organizations~~rate and disentanglement of certain Chubb subsidiaries executed in advance of the planned divestiture of the Chubb business, and a $43 million deferred tax charge associated with a tax rate increase in the United Kingdom enacted on June 10, 2021 with an effective date of April 2023. These amounts were partially offset by the recognition of a favorable tax adjustment of ~~$21~~$32 million ~~resulting from~~associated with foreign tax credits generated and utilized in the ~~re-organization of a German subsidiary.~~prior year.

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 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") is currently auditing UTC's 2017 and 2018 tax years ~~2017~~ and ~~2018.~~this audit could conclude within the next twelve months. 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 income tax positions and records 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 ~~$10~~$55 million to ~~$65~~$70 million may occur within 12 months as a result of additional uncertain tax positions, the Separation, the revaluation of uncertain tax positions arising from examinations, appeals, court decisions and/or the expiration of tax statutes.

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NOTE 14: EARNINGS PER SHARE

Earnings per share is computed by dividing Net income attributable to common shareowners by the weighted-average number of shares of common stock outstanding during the period (excluding treasury stock). Diluted earnings per share is computed by giving effect to all potentially dilutive stock awards that are outstanding. 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.

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The following table summarizes the weighted-average number of shares of common stock outstanding for basic and diluted earnings per share calculations:

Three Months Ended September 30, Nine Months Ended September 30,
(In millions, except per share amounts) 2022 2021 2022 2021
Net income attributable to common shareowners $ 1,312 $ 469 $ 3,264 $ 1,340
Basic weighted-average number of shares outstanding 839.6 867.6 846.1 868.6
Stock awards and equity units (share equivalent) 16.9 24.4 18.2 22.3
Diluted weighted-average number of shares outstanding 856.5 892.0 864.3 890.9
Antidilutive shares excluded from computation of diluted earnings per share 4.5 0.2 3.1 0.2
Earnings Per Share
Basic $ 1.56 $ 0.54 $ 3.86 $ 1.54
Diluted $ 1.53 $ 0.53 $ 3.78 $ 1.50


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share amounts)	2023		2022		2023		2022
Net income attributable to common shareowners	$	199	$	573	$	572	$	1,952

Basic weighted-average number of shares outstanding	836.0		845.7		835.5		849.5
Stock awards and equity units (share equivalent)	14.9		17.0		16.0		18.9
Diluted weighted-average number of shares outstanding	850.9		862.7		851.5		868.4

Antidilutive shares excluded from computation of diluted earnings per share	5.9		4.5		5.6		2.9

Earnings Per Share
Basic	$	0.24	$	0.68	$	0.68	$	2.30
Diluted	$	0.23	$	0.67	$	0.67	$	2.25

NOTE 15: ACQUISITIONS

Acquisitions are recorded using the acquisition method of accounting in accordance with ASC 805, Business Combinations. As a result, the aggregate purchase price has been allocated to assets acquired and liabilities assumed based on the estimate of fair market value of such assets and liabilities at the date of acquisition.

Toshiba Carrier Corporation

On February 6, 2022, the Company entered into a binding agreement to acquire a majority ownership interest in TCC for ~~$891~~$920 million. TCC, a VRF and light commercial HVAC joint venture between Carrier and Toshiba Corporation, designs and manufactures flexible, energy-efficient and high-performance VRF and light commercial HVAC systems as well as commercial products, compressors and heat pumps. The acquisition included all of TCC’s advanced research and development centers and global manufacturing operations, product pipeline and the long-term use of Toshiba’s iconic brand. The acquisition was completed on August 1, 2022 ~~subject to customary closing conditions~~ and funded through the Japanese Term Loan Facility ~~as well as with~~and cash on hand. Upon closing, Toshiba Corporation retained a 5% ownership interest in TCC.

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The preliminary allocation of the purchase price is as follows:


(In millions)	August 1, 2022
Cash and cash equivalents	$	462
Accounts receivable	~~393~~426
Inventories	373
Other assets, current	7454
Fixed assets	~~294~~343
Intangible assets	965
Goodwill	~~866~~876
Other assets	~~287~~293
Accounts payable	(412)
Accrued liabilities	(445)
Contract liabilities, current	(21)
Other long-term liabilities	~~(496)~~(574)
Net assets acquired	$	2,340
Less: Fair value of non-controlling interests	(22)
Less: Fair value of previously held TCC equity investments	~~(1,427)~~(1,398)
Total cash consideration	$	~~891~~920

The excess purchase price over the estimated fair value of the net assets acquired was recognized as goodwill and totaled ~~$866~~$876 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 fixed assets was based on an assessment of the acquired assets' condition as well as an evaluation of the current market value of such assets. The sale agreement included several customary provisions to settle working capital and other transaction-related items as of the date of sale. During 2022, the parties finalized these amounts in accordance with the terms of the sale agreement and the Company paid an additional $41 million to Toshiba Corporation in 2023. In addition, the parties finalized amounts related to pension funding levels during the year which resulted in the Company receiving $12 million from Toshiba Corporation.

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	23	$	497
Technology	7	220
Trademark	26	180
Backlog	1	60
Land use rights	45	8
Total intangible assets acquired		$	965

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 rates, ~~profit~~EBIT margins, discount rates, customer attrition rates and royalty rates among others. The projected future cash flows are discounted to present value using an appropriate discount rate. As of ~~September~~June 30, ~~2022,~~2023, the Company ~~has not~~ finalized the process of allocating ~~TCC's~~the purchase price and valuing the acquired assets and ~~liabilities.~~liabilities except for certain amounts associated with income taxes.

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The Company previously accounted for its minority ownership in TCC under the equity method of accounting. In connection with the transaction, the carrying value of the Company's previously held TCC equity investments were recognized at fair value at the date of acquisition using an income approach methodology. As a result, the Company recognized a ~~$732~~$696 million non-cash gain within Other income (expense), net on the accompanying Unaudited Condensed Consolidated Statement of Operations. In addition, the assets, liabilities and results of operations of TCC are consolidated in the accompanying Unaudited Condensed ~~Consolidated~~Consolidated Financial Statements as of the date of acquisition and reported within the Company's HVAC segment. ~~During the~~

~~Table of Contents~~

~~nine months ended September 30, 2022, the~~The Company incurred ~~$25~~$29 million of acquisition-related costs during 2022, of which ~~are~~$13 million was recognized during the six months ended June 30, 2022 and included within Selling, general and administrative on the accompanying Unaudited Condensed Consolidated Statement of Operations. The Company has not included pro forma financial information required under ASC 805 as the pro forma impact was not significant.

~~Other Acquisitions~~Announced Acquisition

~~During the nine months ended September 30, 2022,~~

On April 25, 2023, the Company ~~acquired~~announced that it entered into an Agreement to acquire the VCS Business, a privately-held company, for approximately €12 billion. The VCS Business develops intelligent, integrated and sustainable technologies, including heat pumps, boilers, photovoltaic systems, home battery storage and digital solutions, primarily for residential customers in Europe. Under the terms of the Agreement, 20% of the purchase price will be paid in Carrier common stock, issued directly to Viessmann and subject to long-term lock-up provisions, and 80% will be paid in cash, subject to working capital and other ~~consolidated businesses and minority-owned businesses.~~adjustments. The ~~aggregate cash paid, net~~Company intends to finance the acquisition with a combination of cash ~~acquired, totaled $43 million~~on hand and ~~was funded through cash on hand. The excess~~new debt financing and expects the transaction to close around the end of 2023, subject to customary closing conditions and regulatory approvals.

On April 25, 2023, the Company entered into commitment letters with JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Bank of America, N.A. to provide a €8.2 billion aggregate principal, senior unsecured bridge term loan facility (the "Bridge Loan"). Proceeds from the Bridge Loan are expected to be used to fund a portion of the Euro-denominated purchase price of the VCS Business if other debt financing is not secured by the acquisition date. The Company capitalized $36 million of deferred financing costs associated with the Bridge Loan which are being amortized over the ~~estimated fair value~~commitment period. On May 19, 2023, the aggregate principal amount of ~~net assets acquired~~the Bridge Loan was reduced by €2.3 billion upon entering into a senior unsecured delayed draw term loan credit agreement. As a result, the Company accelerated the amortization on $10 million of deferred financing costs during the ~~nine months ended September 30, 2022 was recognized~~period in Interest expense.

On May 19, 2023, the Company entered into a senior unsecured delayed draw term loan credit agreement with JPMorgan Chase Bank, N.A., as ~~goodwill~~administrative agent and ~~totaled $12 million.~~certain other lenders that permits aggregate borrowings of up to €2.3 billion (the "Delayed Draw Facility"). Proceeds from the Delayed Draw Facility are expected to be used to fund a portion of the Euro-denominated purchase price of the VCS Business. The Company capitalized $4 million of deferred financing costs associated with the Delayed Draw Facility which will be amortized over the term once the facility is drawn upon. In addition, the Company entered into a 364-day, $500 million, senior unsecured revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and certain other lenders (the "Revolver") on May 19, 2023. Proceeds from the Revolver become available upon closing the purchase of the VCS Business.

NOTE 16: DIVESTITURES

Sale of Chubb Fire & Security Business

On January 3, 2022, the Company completed the Chubb Sale for net proceeds of $2.9 billion. Chubb, which was reported within the Company’s Fire & Security segment, delivered essential fire safety and security solutions from design and installation to monitoring, service and maintenance across more than 17 countries around the globe. The sale agreement included several customary provisions to settle working capital and other transaction-related items as of the date of sale. The parties finalized these amounts in accordance with the terms of the sale agreement during 2022. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company recognized a net gain on the sale of $1.1 billion, which is included in Other income (expense), net on the accompanying Unaudited Condensed Consolidated Statement of Operations.

~~The following table summarizes Chubb's assets and liabilities classified as held for sale:~~Planned Portfolio Transformation

~~(In millions)~~

December 31,
2021

~~Cash and cash equivalents~~

~~Accounts receivable, net~~

~~445~~

~~Inventories, net~~

~~Contract assets, current~~

~~184~~

~~Other assets, current~~

~~Fixed assets, net~~

~~Intangible assets, net~~

~~545~~

~~Goodwill~~

~~940~~

~~Operating lease right-of-use assets~~

~~193~~

~~Pension and post-retirement assets~~

~~614~~

~~Other assets~~

~~Total assets disposed~~

~~3,168~~

~~Accounts payable~~

~~(190)~~

~~Accrued liabilities~~

~~(248)~~

~~Contract liabilities, current~~

~~(162)~~

~~Future pension and post-retirement obligations~~

~~(69)~~

~~Future income tax obligations~~

~~(273)~~

~~Operating lease liabilities~~

~~(175)~~

~~Other long-term liabilities~~

~~(17)~~

~~Total liabilities disposed~~

~~(1,134)~~

The sale agreement included several customary provisions to settle working capital and other transaction-related items as of the date of sale. During the three months ended September 30, 2022, the parties finalized these amounts in accordance with the terms of the sale agreement. As a result,On April 25, 2023, the Company ~~recorded an accrual~~announced plans to exit its Fire & Security and Commercial Refrigeration businesses over the course of ~~$7 million~~2024. Carrier expects to use the proceeds from these transactions to reduce leverage, advance the Company’s capital allocation priorities and ~~a corresponding reduction to the net gain on sale, which~~for general corporate purposes. The planned exit is ~~included in~~ ~~Other income (expense), net~~ ~~on the accompanying Unaudited Condensed Consolidated Statement of Operations. Payment is~~not expected to ~~be made to APi in~~impact UTEC, Fire & Security’s controls business for residential HVAC customers or the ~~fourth quarter of 2022.~~

Sensitech monitoring businesses.

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NOTE 17: SEGMENT FINANCIAL DATA

The Company conducts its operations through three reportable operating segments: HVAC, Refrigeration and Fire & Security. In accordance with ASC 280 - Segment Reporting, the Company's segments maintain separate financial information for which results of operations are evaluated on a regular basis by the Company's Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance.

•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 designed to help protect people and property.

The Company's customers are in both the public and private sectors and its businesses reflect extensive geographic diversification. Inter-company sales between segments are immaterial.

Net sales and Operating profit by segment are as follows:


		Net Sales				Operating Profit					Net Sales				Operating Profit
		Three Months Ended September 30,				Three Months Ended September 30,					Three Months Ended June 30,				Three Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022		2023		2022
HVAC	HVAC	$	3,734	$	3,054	$	1,314	$	573	HVAC	$	4,216	$	3,388	$	742	$	585
Refrigeration	Refrigeration	923		1,011		116		119		Refrigeration	972		1,041		112		147
Fire & Security	Fire & Security	905		1,377		142		182		Fire & Security	932		887		(157)		134
Total segment	Total segment	5,562		5,442		1,572		874		Total segment	6,120		5,316		697		866
Eliminations and other	Eliminations and other	(111)		(101)		(10)		(10)		Eliminations and other	(128)		(105)		(146)		(16)
General corporate expenses	General corporate expenses	—		—		(36)		(36)		General corporate expenses	—		—		(62)		(31)
Total Consolidated	Total Consolidated	$	5,451	$	5,341	$	1,526	$	828	Total Consolidated	$	5,992	$	5,211	$	489	$	819

Net Sales Operating Profit
Nine Months Ended September 30, Nine Months Ended September 30,
(In millions) 2022 2021 2022 2021
HVAC $ 10,092 $ 8,660 $ 2,369 $ 1,511
Refrigeration 2,940 3,037 370 369
Fire & Security 2,610 4,084 1,494 480
Total segment 15,642 15,781 4,233 2,360
Eliminations and other (326) (301) (50) (73)
General corporate expenses — — (101) (105)
Total Consolidated $ 15,316 $ 15,480 $ 4,082 $ 2,182



	Net Sales				Operating Profit
	Six Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
HVAC	$	7,838	$	6,358	$	1,177	$	1,055
Refrigeration	1,870		2,017		220		254
Fire & Security	1,801		1,705		(64)		1,352
Total segment	11,509		10,080		1,333		2,661
Eliminations and other	(244)		(215)		(184)		(40)
General corporate expenses	—		—		(105)		(65)
Total Consolidated	$	11,265	$	9,865	$	1,044	$	2,556

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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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022		2023		2022
United States	United States	$	3,154	$	2,832	$	9,109	$	8,033	United States	$	3,389	$	3,171	$	6,249	$	5,955
International:	International:									International:
Europe	Europe	1,024		1,416		3,188		4,273		Europe	1,205		1,119		2,401		2,164
Asia Pacific	Asia Pacific	1,071		869		2,436		2,518		Asia Pacific	1,194		713		2,227		1,365
Other	Other	202		224		583		656		Other	204		208		388		381
Net sales	Net sales	$	5,451	$	5,341	$	15,316	$	15,480	Net sales	$	5,992	$	5,211	$	11,265	$	9,865

NOTE 18: 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 September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		(In millions)	2023		2022		2023		2022
Sales to equity method investees included in Product sales	Sales to equity method investees included in Product sales	$	718	$	556	$	2,129	$	1,675	Sales to equity method investees included in Product sales	$	887	$	787	$	1,641	$	1,411
Purchases from equity method investees included in Cost of products sold	Purchases from equity method investees included in Cost of products sold	$	60	$	93	$	261	$	266	Purchases from equity method investees included in Cost of products sold	$	59	$	91	$	102	$	201

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

(In millions) September 30,
2022 December 31, 2021
Receivables from equity method investees included in Accounts receivable, net
$ 307 $ 150
Payables to equity method investees included in Accounts payable
$ 33 $ 51


(In millions)	June 30, 2023		December 31, 2022
Receivables from equity method investees included in Accounts receivable, net	$	364	$	154
Payables to equity method investees included in Accounts payable	$	39	$	44

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NOTE 19: 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, the Company records accruals for loss contingencies when it is probable that a liability ~~will be~~has been 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 ~~the Company's competitive position,~~its results of operations, cash flows or financial condition.

Environmental Matters

The Company’s operations are subject to environmental regulation by various authorities. 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. The most likely cost to be incurred is accrued based on an evaluation of currently available facts with respect to individual sites, including the technology required to remediate, current laws and regulations and prior remediation experience.

The outstanding liabilities for environmental obligations are as follows:


(In millions)	(In millions)	September 30, 2022		December 31, 2021		(In millions)	June 30, 2023		December 31, 2022
Environmental reserves included in Accrued liabilities	Environmental reserves included in Accrued liabilities	$	29	$	29	Environmental reserves included in Accrued liabilities	$	15	$	24
Environmental reserves included in Other long-term liabilities	Environmental reserves included in Other long-term liabilities	203		191		Environmental reserves included in Other long-term liabilities	203		211
Total Environmental reserves	Total Environmental reserves	$	232	$	220	Total Environmental reserves	$	218	$	235

For sites with multiple responsible parties, the Company considers its likely proportionate share of the anticipated remediation costs and the ability of other parties to fulfill their obligations in establishing a provision for these costs. Accrued environmental liabilities are not reduced by potential insurance reimbursements and are undiscounted.

Asbestos Matters

The Company has been named as a defendant 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 the Company no longer manufactures contained components incorporating asbestos. A substantial majority of these asbestos-related claims have been dismissed without payment or 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's asbestos liabilities and related insurance recoveries are as follows:


(In millions)	(In millions)	September 30, 2022		December 31, 2021		(In millions)	June 30, 2023		December 31, 2022
Asbestos liabilities included in Accrued liabilities	Asbestos liabilities included in Accrued liabilities	$	17	$	17	Asbestos liabilities included in Accrued liabilities	$	16	$	16
Asbestos liabilities included in Other long-term liabilities	Asbestos liabilities included in Other long-term liabilities	214		220		Asbestos liabilities included in Other long-term liabilities	207		212
Total Asbestos liabilities	Total Asbestos liabilities	$	231	$	237	Total Asbestos liabilities	$	223	$	228

Asbestos-related recoveries included in Other assets, current	Asbestos-related recoveries included in Other assets, current	$	5	$	5	Asbestos-related recoveries included in Other assets, current	$	5	$	5
Asbestos-related recoveries included in Other assets	Asbestos-related recoveries included in Other assets	91		93		Asbestos-related recoveries included in Other assets	89		90
Total Asbestos-related recoveries	Total Asbestos-related recoveries	$	96	$	98	Total Asbestos-related recoveries	$	94	$	95

The amounts recorded for asbestos-related liabilities are based on currently available information and assumptions that the Company believes are reasonable and are made with input from outside actuarial experts. 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 insurance recovery receivables for probable asbestos-related recoveries.

UTC Equity Awards Conversion Litigation

On August 12, 2020, several former employees of UTC or its subsidiaries filed a putative class action complaint (the "Complaint") in the United States District Court for the District of Connecticut against Raytheon Technologies Corporation, Carrier, Otis Worldwide Corporation ("Otis"), the former members of the UTC Board of Directors and the members of the Carrier and Otis Boards of Directors (Geraud Darnis, et al. v. Raytheon Technologies Corporation, et al.). The Complaint ~~challenges~~challenged the method by which UTC equity awards were converted to UTC, Carrier and Otis equity awards following the Separation and the Distribution. Defendants moved to dismiss the Complaint. Plaintiffs amended their Complaint on September 13, 2021 (the "Amended Complaint"). The Amended Complaint, ~~now~~ with Raytheon Technologies Corporation, Carrier and Otis as the only defendants, ~~asserts~~asserted that the defendants are liable for breach of certain equity compensation plans and for breach of the implied covenant of good faith and fair dealing. The Amended Complaint also ~~seeks~~sought specific performance. ~~Carrier~~The Company believes ~~that the~~all plaintiffs' claims against ~~the Company~~it are without merit. Defendants moved to dismiss the Amended ~~Complaint on October 13, 2021. The motion to dismiss was fully briefed as of December 3, 2021 and the court held oral argument on the motion on July 14, 2022.~~Complaint. On September 30, 2022, the court dismissed the ~~complaint~~case against all defendants, with prejudice. ~~The court entered judgment~~Plaintiffs appealed the dismissal to the United States Court of Appeals for the ~~defendants~~Second Circuit. Oral arguments on ~~October 4, 2022. The deadline for seeking appellate review of~~ the ~~ruling~~appeal were held before the Second Circuit on June 29, 2023 and a decision is ~~November 3, 2022.~~pending.

Aqueous Film Forming Foam Litigation

As of ~~September~~June 30, ~~2022,~~2023, the Company, ~~has~~KFI and others have been named as ~~a defendant~~defendants in more than ~~2,800~~4,500 lawsuits filed by individuals in or removed to the federal courts of the United States alleging that the historic use of Aqueous Film Forming Foam ("AFFF") caused personal injuries and/or property damage. The Company, ~~has~~KFI and others have also been named as ~~a defendant~~defendants in more than ~~250~~500 lawsuits filed by several U.S. states, municipalities and water utilities in or removed to U.S. federal courts alleging that the historic use of AFFF caused contamination of property and water supplies. In December 2018, the U.S. Judicial Panel on Multidistrict Litigation transferred and consolidated all AFFF cases pending in the U.S. federal courts against the Company, KFI and others to the U.S. District Court for the District of South Carolina ~~("MDL Court") for pre-trial proceedings ("MDL~~(the "MDL Proceedings"). The individual plaintiffs in the MDL Proceedings generally seek 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 Proceedings generally seek damages and costs related to the remediation of public property and water supplies.

AFFF is a firefighting foam, developed beginning in the late 1960s pursuant to U.S. military specification, used to extinguish certain types of hydrocarbon-fueled fires primarily at military bases and airports. AFFF was manufactured by several companies, including National Foam and Angus Fire. UTC first entered the AFFF business with the acquisition of National Foam and Angusfires. The lawsuits identified above relate to Kidde Fire ~~in 2005 as part of the acquisition of Kidde. In 2013, Kidde divested~~Fighting, Inc. which owned the National Foam business. Kidde Fire Fighting, Inc. was acquired by a UTC subsidiary in 2005 and ~~Angus Fire businesses to a third party.~~merged into KFI in 2007. The ~~Company acquired Kidde as part of its separation from UTC in April 2020. During the eight-year period of its operation by Kidde,~~ National Foam business manufactured AFFF for sale to government (including the U.S. federal government) and non-government customers in the U.S. at a single facility located in West Chester, Pennsylvania ~~("Pennsylvania~~(the "Pennsylvania Site"). ~~During~~In 2013, KFI divested the ~~same period, Angus Fire manufactured~~ AFFF ~~for sale outside~~businesses to an unrelated third party. The Company acquired KFI as part of the ~~United States at a single facility located~~Separation in ~~Bentham, England.~~April 2020.

The key components ~~of AFFF~~ that contribute to ~~its~~AFFF's fire-extinguishing capabilities are known as fluorosurfactants. Neither the Company, nor KFI, nor any of the Company's subsidiaries involved in the AFFF litigation manufactured fluorosurfactants. Instead, the National Foam ~~and Angus Fire did not manufacture fluorosurfactants but instead~~business purchased these substances from unrelated third ~~parties.~~parties for use in manufacturing AFFF. Plaintiffs in the MDL Proceedings allege that the fluorosurfactants used by various manufacturers in producing AFFF contained, or over time degraded into, compounds known as ~~perflourooctane sulfonate~~per- and polyfluoroalkyl substances (referred to collectively as "PFAS"), including perflourooctanesulfonic acid ("PFOS") ~~and/or perflourooctane~~and perflourooctanoic acid ("PFOA"). Plaintiffs further allege that, as a result of the use of AFFF, PFOS and PFOA were released into the environment and, in some instances, ultimately reached drinking water supplies.

Plaintiffs in the MDL Proceedings allege that PFOS and PFOA contamination has resulted from the use of AFFF manufactured using a process known as ECF, and that this process was used exclusively by 3M. They also allege that PFOA contamination has resulted from the use of AFFF manufactured using a different process, known as telomerization, and that this process was used exclusively by the other AFFF manufacturers (including the National Foam ~~and Angus Fire)~~business). Compounds containing PFOS and PFOA (as well as many other ~~per- and polyfluoroalkyl substances known collectively as "PFAS")~~PFAS) have also been used for decades by many third parties in a number of different industries to manufacture firefighters’ protective outerwear, carpets, clothing, fabrics, cookware, food packaging, personal care products, cleaning products, paints, varnishes and other consumer and industrial products.

Plaintiffs in the MDL Proceedings have named multiple defendants, including ~~four~~ suppliers of chemicals and raw materials used to manufacture fluorosurfactants, ~~four~~ fluorosurfactant manufacturers ~~two toll manufacturers of fluorosurfactants~~ and ~~seven current (including National Foam and Angus Fire) and former (including the Company)~~ AFFF manufacturers.

The defendants in the MDL Proceedings moved for summary judgment on the government contractor defense, which potentially applies to AFFF sold to or used by the U.S. government. After full briefing and oral argument, on September 16, 2022, the MDL court declined to enter summary judgment for the defendants. The defense, however, remains available at any trial to which it applies.

On September 23, 2022, after completion of discovery, the MDL court selected one water provider case, the City of Stuart, FL v. 3M, et ~~al.~~al., for a bellwether trial. That trial ~~is tentatively~~was scheduled ~~for~~to begin in early June ~~2023. The court has set a briefing schedule for case-specific summary judgment motions and other pretrial motions. That briefing is expected to conclude in February 2023.~~2023 but was postponed indefinitely. The MDL court ~~has~~ ordered that the bellwether process for personal injury cases will begin in 2023. The court has not yet outlined details on that process or its timing.

Outside of the MDL Proceedings, the Company and other defendants also are ~~also~~ party to six lawsuits in U.S. state courts brought by oil refining companies alleging product liability claims related to legacy sales of AFFF and seeking damages for the costs to replace the product and for property damage. In addition, the Company and other defendants are party to two actions related to the Pennsylvania Site in which the plaintiff water utility company seeks remediation costs related to the alleged contamination of the local water supply.

The Company, KFI and other defendants are also party to one action in Arizona state court brought by a firefighter claiming that occupational exposure to AFFF has caused ~~him~~ certain personal injuries. ~~That case is not eligible for transfer to the MDL at this time.~~ The Company ~~believes~~and KFI believe that ~~it has~~they have meritorious defenses to the claims in the MDL Proceedings and the other AFFF lawsuits. Based on the 2013 agreement for the sale of National Foam and Angus Fire, the Company is pursuing indemnification against these claims from the purchaser and current owner of National Foam and Angus Fire. The Company also is pursuing insurance coverage for these claims. At this time, however, givenGiven 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 to reasonably estimate ~~the damages, if any, to be allocated to the Company, if one or more plaintiffs were to prevail in these cases.~~a range of possible loss at this time. There can be no assurance that any such future exposure will not be material in any period.

On May 14, 2023, KFI filed a voluntary petition with the United States Bankruptcy Court for the District of Delaware seeking relief under Chapter 11 of the Bankruptcy Code after the Company determined that it would not provide financial support to KFI going forward, other than ensuring KFI has access to services necessary for the effective operation of its business. As a result, all litigation against KFI is automatically stayed. KFI filed an adversary complaint and motion in the Chapter 11 case seeking an order staying or enjoining all AFFF-related litigation against the Company, its other subsidiaries and RTX. KFI has also indicated to the bankruptcy court that it intends to pursue insurance coverage for AFFF-related liabilities and contractual indemnification for AFFF-related liabilities from the third party to which KFI sold National Foam.

Deconsolidation Due to Bankruptcy

As of May 14, 2023, the Company no longer controls KFI as their activities are subject to review and oversight by the bankruptcy court. Therefore, KFI was deconsolidated and their respective assets and liabilities were derecognized from the Company’s Unaudited Condensed Consolidated Financial Statements. Upon deconsolidation, the Company determined the fair value of its retained interest in KFI to be zero and will account for it prospectively using the cost method. As a result of these actions, the Company recognized a loss of $293 million in its Unaudited Condensed Consolidated Statements of Operations

within Other income/(expense), net. In addition, the deconsolidation resulted in an investing cash outflow of $134 million in the Company's Unaudited Condensed Consolidated Statements of Cash Flows.

In connection with the bankruptcy filing, KFI entered into several agreements with subsidiaries of the Company to ensure they have access to services necessary for the effective operation of their business. All post-deconsolidation activity between the Company and KFI are reported as third-party transactions recorded within the Company's Unaudited Condensed Consolidated Statements of Operations. Since the petition date, there were no material transactions between the Company and KFI.

Income Taxes

Under the Tax Matters Agreement relating to the Separation, the Company is responsible to UTC for its share of the Tax Cuts and Jobs Act ~~("TCJA")~~ transition tax associated with foreign undistributed earnings as of December 31, 2017. As a result, liabilities of ~~$34~~$75 million and ~~$383~~$293 million are included within the accompanying Unaudited Condensed Consolidated Balance Sheet within Accrued Liabilities and Other Long-Term Liabilities as of ~~September~~June 30, ~~2022,~~2023, respectively. This obligation is expected to be settled in annual installments ending in April 2026 with the next installment of ~~$34~~$75 million due in ~~2023.~~2024. The Company believes that the likelihood of incurring losses materially in excess of this amount is remote.

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, 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 could result in fines, penalties, compensatory or treble damages or non-monetary relief. The Company does not believe that these matters will have a material adverse effect upon its ~~competitive position,~~ results of operations, cash flows or financial condition.

With respect to the accompanying Unaudited Condensed Consolidated Financial Statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, 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 ~~October~~July 27, ~~2022,~~2023, appearing below, states that the firm did not audit and does not express an opinion on the accompanying 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 accompanying 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 sheet of Carrier Global Corporation and its subsidiaries (the “Company”) as of ~~September~~June 30, ~~2022,~~2023, and the related condensed consolidated statements of operations, of comprehensive income (loss), and of changes in equity for the three-month and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 and the condensed consolidated statement of cash flows for the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, including the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to 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), the consolidated balance sheet of the Company as of December 31, ~~2021,~~2022, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated February ~~8, 2022,~~7, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, ~~2021~~2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet 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 review in 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

Hallandale Beach, Florida

~~October~~July 27, ~~2022~~2023

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

BUSINESS OVERVIEW

Business Summary

Carrier Global Corporation ("we" or "our") is ~~the leading~~a global ~~provider of healthy, safe, sustainable~~leader in intelligent climate and ~~intelligent building and cold chain solutions.~~energy solutions with a focus on providing differentiated, digitally-enabled lifecycle solutions to our customers. Our portfolio includes industry-leading brands such as Carrier, Toshiba, Automated Logic, Carrier Transicold, Kidde, Edwards and LenelS2 that offer innovative ~~HVAC,~~heating, ventilating and air conditioning ("HVAC"), refrigeration, fire, security and building automation technologies to help make the world safer and more comfortable. We also provide a broad array of related building services, including audit, design, installation, system integration, repair, maintenance and monitoring. Our operations are classified into three segments: HVAC, Refrigeration and Fire & Security.

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~~the 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 end markets to proactively identify 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. 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 v~~alue~~value for our shareowners.

Recent Developments

~~Acquisition of Toshiba Carrier Corporation~~

On February 6, 2022, we entered into a binding agreement to acquire a majority ownership interest in TCC, a VRF and light commercial HVAC joint venture between Carrier and Toshiba Corporation. TCC designs and manufactures flexible, energy-efficient and high-performance VRF and light commercial HVAC systems as well as commercial products, compressors and heat pumps. The acquisition included all of TCC's advanced research and development centers and global manufacturing operations, product pipeline and the long-term use of Toshiba's iconic brand. The acquisition was completed on August 1, 2022, subject to customary closing conditions. As a result, the assets, liabilities and results of operations of TCC are consolidated in the accompanying Unaudited Condensed Consolidated Financial Statements as of the date of acquisition and reported within our HVAC segment. Upon closing, Toshiba Corporation retained a 5% ownership interest in TCC.Supply Chain Challenges

~~Russia's Invasion of Ukraine~~

In February 2022, Russian forces initiated a military action against Ukraine. As a result, the European Union, United States, the United Kingdom and other countries have imposed sanctions that have increased global economic and political uncertainty. We operated in Russia through a Russia-based subsidiary and a joint venture which represents less than 1% of our total assets and revenue. On March 10, 2022, we announced that we were suspending business operations in Russia, honoring existing contractual obligations in a manner that fully complies with all sanctions and trade controls imposed. As of September 30, 2022, we remain on track to cease all operations in Russia this year. While neither Russia nor Ukraine constitute a material portion of our business, the conflict could lead to disruption, instability and volatility in global markets and industries that could negatively impact our results of operations. We continue to monitor the evolving impacts of this conflict and its effect on the global economy and geopolitical landscape.

~~Supply Chain Challenges~~

The ongoing global economic recovery from the COVID-19 pandemic has caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages and transportation delays. As a result, we have incurred incremental costs for commodities and components used in our products as well as component shortages that have negatively

impacted our sales and results of operations. Inflationary cost pressures and supply chain challenges have begun to moderate, but continue to affect our results. We expect that these challenges will continue to ~~have an~~ impact on our businesses for the foreseeable future.

We continue to take proactive steps to limit the impact of these challenges and are working closely with our suppliers to ensure availability of products and implement other cost savings initiatives. In addition, we continue to invest in our supply chain to improve its resilience with a focus on automation, dual sourcing of critical components and localized manufacturing when feasible. To date, there has been limited disruption to the availability of our products, though it is possible that more significant disruptions could occur if these supply chain challenges continue.

Planned Portfolio Transformation

On April 25, 2023, we announced that we entered into a Share Purchase Agreement (the “Agreement”) to acquire the climate solutions business (the "VCS Business") of Viessmann Group GmbH & Co. KG (“Viessmann”), a privately-held company, for approximately €12 billion. The VCS Business develops intelligent, integrated and sustainable technologies, including heat pumps, boilers, photovoltaic systems, home battery storage and digital solutions, primarily for residential customers in Europe. The transaction is expected to close around the end of 2023, subject to customary closing conditions and regulatory approvals. In addition, we also announced plans to exit our Fire & Security and Commercial Refrigeration businesses over the course of 2024.

Deconsolidation of Kidde-Fenwal, Inc.

Acquisition of Toshiba Carrier Corporation

On February 6, 2022, we entered into a binding agreement to acquire a majority ownership interest in Toshiba Carrier Corporation ("TCC"), a variable refrigerant flow ("VRF") and light commercial HVAC joint venture between Carrier and Toshiba Corporation. TCC designs and manufactures flexible, energy-efficient and high-performance VRF and light commercial HVAC systems as well as commercial products, compressors and heat pumps. The acquisition included all of TCC's advanced research and development centers and global manufacturing operations, product pipeline and the long-term use of Toshiba's iconic brand. The acquisition was completed on August 1, 2022. As a result, the assets, liabilities and results of operations of TCC are consolidated in the accompanying Unaudited Condensed Consolidated Financial Statements as of the date of acquisition and reported within our HVAC segment. Upon closing, Toshiba Corporation retained a 5% ownership interest in TCC.

Sale of Chubb Fire & Security Business

On ~~January 3, 2022,~~July 26, 2021, we ~~completed the~~entered into a stock purchase agreement to sell our Chubb ~~Sale for net proceeds of $2.9 billion.~~Fire and Security business ("Chubb") to APi Group Corporation ("APi"). Chubb, which was reported within our Fire & Security segment, delivered essential fire safety and security solutions from design and installation to monitoring, service and maintenance across more than 17 countries around the globe. ~~During~~On January 3, 2022, we completed the ~~three months ended March 31, 2022, we~~sale of Chubb (the "Chubb Sale") for net proceeds of $2.9 billion and recognized a gain on the sale of $1.1 ~~billion. The sale agreement included several customary provisions to settle working capital and other transaction-related items as of~~billion during the ~~date of sale. During the three months~~year ended ~~September 30, 2022, the parties finalized these amounts in accordance with the terms of the sale agreement.~~December 31, 2022.

~~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, we took several preemptive actions to manage liquidity, preserve the he~~alth and safety of our employees and customers as well as maintain the continuity of our operations. 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, including a resurgence in cases and the spread of COVID-19 variants, management's judgments could change. While our results of operations, cash flows and financial condition could be negatively impacted, the extent of any continuing impact cannot be estimated with 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 accompanying 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 Discussion and Analysis of Financial Condition and Results of Operations" of our ~~2021~~2022 Form 10-K, we describe the significant accounting estimates and policies used in the preparation of the accompanying Unaudited Condensed Consolidated Financial Statements. There have been no significant changes in our critical accounting estimates.

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RESULTS OF OPERATIONS

~~As a result of the Chubb Sale, we do not have any remaining ownership interest in Chubb and no longer consolidate Chubb in our financial statements as of January 3, 2022. Therefore, this~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~ ~~only includes the financial results of Chubb in periods prior to the date of sale. As a result, prior period results may not be comparable to the current period. See Note 16 - Divestitures~~ ~~in the Notes to the accompanying Unaudited Condensed Consolidated Financial Statements for additional information.~~

The results of operations of TCC are included in our consolidated results since the acquisition date of August 1, 2022. Prior to the acquisition, we previously accounted for our minority ownership in TCC under the equity method of accounting and recognized our portion of earnings within Equity method investment in net earnings as part of operating expenses. As a result, prior period results may not be comparable to the current period. See Note 15 - Acquisitions in the Notes to the accompanying Unaudited Condensed Consolidated Financial Statements for additional information.

Three Months Ended ~~September~~June 30, ~~2022~~2023 Compared with the Three Months Ended ~~September~~June 30, ~~2021~~2022

The following represents our consolidated net sales and operating results:


		Three Months Ended September 30,									Three Months Ended June 30,
(In millions)	(In millions)	2022		2021		Period Change		% Change		(In millions)	2023		2022		Period Change		% Change
Net sales	Net sales	$	5,451	$	5,341	$	110	2	%	Net sales	$	5,992	$	5,211	$	781	15	%
Cost of products and services sold	Cost of products and services sold	(3,974)		(3,740)		(234)		6	%	Cost of products and services sold	(4,237)		(3,764)		(473)		13	%
Gross margin	Gross margin	1,477		1,601		(124)		(8)	%	Gross margin	1,755		1,447		308		21	%
Operating expenses	Operating expenses	49		(773)		822		(106)	%	Operating expenses	(1,266)		(628)		(638)		102	%
Operating profit	Operating profit	1,526		828		698		84	%	Operating profit	489		819		(330)		(40)	%
Non-operating income (expenses), net		(56)		(60)		4		(7)	%
Non-operating income (expense), net										Non-operating income (expense), net	(67)		(62)		(5)		8	%
Income from operations before income taxes	Income from operations before income taxes	1,470		768		702		91	%	Income from operations before income taxes	422		757		(335)		(44)	%
Income tax expense	Income tax expense	(138)		(288)		150		(52)	%	Income tax expense	(189)		(170)		(19)		11	%
Net income from operations	Net income from operations	1,332		480		852		178	%	Net income from operations	233		587		(354)		(60)	%
Less: Non-controlling interest in subsidiaries' earnings from operations	Less: Non-controlling interest in subsidiaries' earnings from operations	20		11		9		82	%	Less: Non-controlling interest in subsidiaries' earnings from operations	34		14		20		143	%
Net income attributable to common shareowners	Net income attributable to common shareowners	$	1,312	$	469	$	843	180	%	Net income attributable to common shareowners	$	199	$	573	$	(374)	(65)	%

Net Sales

For the three months ended ~~September~~June 30, ~~2022,~~2023, Net sales were ~~$5.5~~$6.0 billion, a 2%15% increase compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Three Months Ended ~~September~~June 30, ~~2022~~2023
Organic	86	%
Foreign currency translation	~~(4)~~—	%
Acquisitions and divestitures, net	~~(2)~~9	%

Total % change	215	%

Organic sales for the three months ended ~~September~~June 30, ~~2022~~2023 increased by 8%6% compared with the same period of 2021. We continue to benefit from the demand for energy-efficient, digital products and healthy building solutions. In addition, pricing improvements more than offset inflationary impacts in each of our segments.2022. The organic increase was ~~primarily~~ driven by our HVAC segment due to improved global end-markets in our Commercial HVAC business and pricing improvements in our North America residential and light commercial ~~business and improved global end-markets in our Commercial HVAC~~ business. ~~Our Refrigeration segment benefited from pricing improvements, but continued supply chain and logistic constraints as well as weakness in Europe impacted results. Pricing improvements in~~In addition, our Fire & Security segment ~~were~~benefited from price improvements and volume growth in each region. Refrigeration results decreased as each of the ~~primary driver of growth compared with~~segment's businesses experienced challenges in certain end-markets during the ~~prior year while supply chain and logistic constraints continue to be challenging.~~quarter. Refer to "Segment Review" below for a discussion of Net sales by segment.

On August 1, 2022, the Commercial HVAC business acquired a majority ownership interest in TCC, a VRF and light commercial HVAC joint venture between Carrier and Toshiba Corporation. The results of TCC have been included in our Unaudited Condensed Consolidated Financial Statements since the date of acquisition. The transaction added 10% to Net sales during the three months ended June 30, 2023 and is included in Acquisitions and divestitures, net.

As of May 14, 2023, we no longer control KFI as their activities are subject to review and oversight by the bankruptcy court. Therefore, KFI was deconsolidated and their respective assets and liabilities were derecognized from our Unaudited Condensed Consolidated Financial Statements. The deconsolidation had a 1% impact on Net sales during the three months ended June 30, 2023 and is included in Acquisitions and divestitures, net.

Gross Margin

For the three months ended ~~September~~June 30, ~~2022,~~2023, gross margin was ~~$1.5~~$1.8 billion, ~~an 8% decrease~~a 21% increase compared with the same period of ~~2021.~~2022. The components were as follows:


		Three Months Ended September 30,						Three Months Ended June 30,
(In millions)	(In millions)	2022			2021				(In millions)	2023			2022
Net sales	Net sales	$	5,451		$	5,341			Net sales	$	5,992		$	5,211
Cost of products and services sold	Cost of products and services sold	(3,974)			(3,740)				Cost of products and services sold	(4,237)			(3,764)
Gross margin	Gross margin	$	1,477		$	1,601			Gross margin	$	1,755		$	1,447
Percentage of net sales	Percentage of net sales	27.1		%	30.0		%		Percentage of net sales	29.3		%	27.8		%

Gross margin ~~decreased~~increased by ~~$124~~$308 million compared with the three months ended ~~September~~June 30, ~~2021. A~~2022. The main driver of the ~~decrease~~increase related to ~~the incremental costs of products~~ongoing customer demand, pricing improvements and ~~services sold~~our continued focus on productivity initiatives. In addition, operating results associated with TCC since the date of acquisition ~~which included inventory step-up, backlog amortization and intangible asset amortization resulting from the recognition of acquired assets at fair value. These costs had a 100 basis point impact on~~further benefited gross margin ~~as a percentage of~~ ~~Net sales. In addition, each of our segments continue to be impacted~~during the period. These amounts were partially offset by the higher cost of commodities and components used in our products, certain supply chain constraints and ~~higher~~ freight costs. ~~However, these impacts were more than offset by ongoing customer demand, pricing improvements~~Although inflationary cost pressures have begun to moderate, they remain elevated and continue to impact the cost of products and services sold in each of our ~~continued focus on productivity initiatives. Although pricing improvements more than offset inflationary impacts and supply chain challenges, gross~~segments. Gross margin as a percentage of Net sales ~~decreased~~increased by ~~290~~150 basis points compared with the same period of ~~2021 including the impact of the TCC acquisition.~~2022.

Operating Expenses

For the three months ended ~~September~~June 30, ~~2022,~~2023, operating expenses, including Equity method investment net earnings, were ~~$49 million,~~$1.3 billion, a ~~106% decrease~~102% increase compared with the same period of ~~2021.~~2022. The components were as follows:


		Three Months Ended September 30,						Three Months Ended June 30,
(In millions)	(In millions)	2022			2021				(In millions)	2023			2022
Selling, general and administrative	Selling, general and administrative	$	(624)		$	(748)			Selling, general and administrative	$	(784)		$	(614)
Research and development	Research and development	(143)			(123)				Research and development	(151)			(122)
Equity method investment net earnings	Equity method investment net earnings	63			76				Equity method investment net earnings	52			101
Other income (expense), net	Other income (expense), net	753			22				Other income (expense), net	(383)			7
Total operating expenses	Total operating expenses	$	49		$	(773)			Total operating expenses	$	(1,266)		$	(628)
Percentage of net sales	Percentage of net sales	(0.9)		%	14.5		%		Percentage of net sales	21.1		%	12.1		%

For the three months ended ~~September~~June 30, ~~2022,~~2023, Selling, general and administrative expenses were ~~$624~~$784 million, a ~~17% decrease~~28% increase compared with the same period of ~~2021.~~2022. The ~~decrease~~increase is primarily due to higher compensation and other employee-related costs in the ~~Chubb Sale on January 3, 2022.~~current period. In addition, ~~lower restructuring charges and the benefit provided by changes in the fair value of cash-settled equity awards further contributed to the decrease. These amounts were partially offset by~~ incremental selling, general and administrative expenses associated with TCC since the date of acquisition and ~~$15 million of acquisition-related costs.~~portfolio transformation-related costs further contributed to the increase. The ~~three months ended September 30, 2021~~current period also included $14 million of acquisition-related costs ~~related to~~compared with $7 million during the ~~Chubb Sale.~~three months ended June 30, 2022.

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 and in 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 three months ended ~~September~~June 30, ~~2022,~~2023, Equity method investment net earnings were ~~$63~~$52 million, a ~~17%~~49% decrease compared with the same period of ~~2021.~~2022. The decrease was primarily ~~associated with~~driven by the increase in our ownership interest in TCC on August 1, 2022. As a result, TCC is no longer accounted for under the equity method of accounting since the date of acquisition. During the three months ended June 30, 2022, pre-acquisition equity earnings of TCC totaled $47 million which included a $27 million gain on the sale of two minority owned subsidiaries.

3332

Other income (expense), net primarily includes the impact of gains and losses related to the sale of businesses or 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. In connection with the ~~TCC~~proposed acquisition of the ~~carrying value of our previously held TCC equity investments were recognized at fair value at the date of acquisition. As a result,~~VCS Business, we recognized a ~~$732~~$111 million ~~non-cash gain~~loss during the three months ended June 30, 2023 on the mark-to-market valuation of our window forward contracts associated with the ~~increase in our ownership interest.~~expected cash outflows of the Euro-denominated purchase price for the Business. In addition, we recognized a $7loss of $293 million on the deconsolidation of KFI due to its Chapter 11 filing. During the three months ended June 30, 2022, we recognized a $22 million charge resulting from a litigation matter and a $7 million gain on the ~~settlement~~sale of ~~working capital and other transaction-related items associated with the Chubb Sale during the three months ended September 30, 2022.~~our interest in a cost method investment reported within our Refrigeration segment.

Non-Operating Income ~~(Expenses)~~(Expense), net

For the three months ended ~~September~~June 30, ~~2022,~~2023, Non-operating income ~~(expenses)~~(expense), net was ~~$56~~$67 million, ~~a 7% decrease~~an 8% increase compared with the same period of ~~2021.~~2022. The components were as follows:


		Three Months Ended September 30,				Three Months Ended June 30,
(In millions)	(In millions)	2022		2021			(In millions)	2023		2022
Non-service pension (expense) benefit	Non-service pension (expense) benefit	$	—	$	14		Non-service pension (expense) benefit	$	—	$	(1)

Interest expense	Interest expense	$	(71)	$	(76)		Interest expense	$	(94)	$	(68)
Interest income	Interest income	15		2			Interest income	27		7
Interest (expense) income, net	Interest (expense) income, net	$	(56)	$	(74)		Interest (expense) income, net	$	(67)	$	(61)

Non-operating income (expenses), net		$	(56)	$	(60)
Non-operating income (expense), net							Non-operating income (expense), net	$	(67)	$	(62)

Non-operating income ~~(expenses)~~(expense), 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. Interest expense is affected by the amount of debt outstanding and the interest rates on that debt. For the three months ended ~~September~~June 30, ~~2022,~~2023, Interest expense was ~~$71~~$94 million, a ~~7% decrease~~38% increase compared with the same period of ~~2021. The decrease was primarily driven by~~2022. In connection with the ~~repayment~~proposed acquisition of ~~$1.15 billion aggregate principal 2.242% Notes due 2025~~the VCS Business, we entered into several financing arrangements and ~~2.493% Notes due 2027 during~~capitalized $42 million of deferred financing costs in the current period. During the three months ended ~~March 31, 2022.~~June 30, 2023, we amortized $21 million of deferred financing costs in Interest expense, of which $19 million related to our senior unsecured bridge term loan facility ("the Bridge Loan").

Income Taxes

Three Months Ended September 30,
2022 2021
Effective tax rate 9.4 % 37.5 %


	Three Months Ended June 30,
	2023		2022
Effective tax rate	44.8	%	22.5	%

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~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared with the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

The following represents our consolidated net sales and operating results:


		Nine Months Ended September 30,									Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		Period Change		% Change		(In millions)	2023		2022		Period Change		% Change
Net sales	Net sales	$	15,316	$	15,480	$	(164)	(1)	%	Net sales	$	11,265	$	9,865	$	1,400	14	%
Cost of products and services sold	Cost of products and services sold	(11,099)		(10,866)		(233)		2	%	Cost of products and services sold	(8,132)		(7,125)		(1,007)		14	%
Gross margin	Gross margin	4,217		4,614		(397)		(9)	%	Gross margin	3,133		2,740		393		14	%
Operating expenses	Operating expenses	(135)		(2,432)		2,297		(94)	%	Operating expenses	(2,089)		(184)		(1,905)		1,035	%
Operating profit	Operating profit	4,082		2,182		1,900		87	%	Operating profit	1,044		2,556		(1,512)		(59)	%
Non-operating income (expenses), net		(167)		(187)		20		(11)	%
Non-operating income (expense), net										Non-operating income (expense), net	(113)		(111)		(2)		2	%
Income from operations before income taxes	Income from operations before income taxes	3,915		1,995		1,920		96	%	Income from operations before income taxes	931		2,445		(1,514)		(62)	%
Income tax expense	Income tax expense	(609)		(626)		17		(3)	%	Income tax expense	(311)		(471)		160		(34)	%
Net income from operations	Net income from operations	3,306		1,369		1,937		141	%	Net income from operations	620		1,974		(1,354)		(69)	%
Less: Non-controlling interest in subsidiaries' earnings from operations	Less: Non-controlling interest in subsidiaries' earnings from operations	42		29		13		45	%	Less: Non-controlling interest in subsidiaries' earnings from operations	48		22		26		118	%
Net income attributable to common shareowners	Net income attributable to common shareowners	$	3,264	$	1,340	$	1,924	144	%	Net income attributable to common shareowners	$	572	$	1,952	$	(1,380)	(71)	%

Net Sales

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Net sales were ~~$15.3~~$11.3 billion, a ~~1% decrease~~14% increase compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:

~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023

Organic

Foreign currency translation

~~(3)~~(1)

Acquisitions and divestitures, net

~~(7)~~10

Total % change

~~(1)~~14

Organic sales for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 increased by 9%5% compared with the same period of 2021. We continue to benefit from the demand for energy-efficient, digital products and healthy building solutions. In addition, pricing improvements more than offset inflationary impacts in each of our segments.2022. The organic increase was primarily driven by our ~~HVAC~~Fire & Security segment due to price improvements and volume growth in each region. In addition, improved global end-markets in our Commercial HVAC business and pricing improvements in our North America residential and light commercial business ~~and improved global end-markets in~~further benefited our ~~Commercial HVAC business.~~results. Refrigeration results ~~benefited from pricing improvements which more than offset ongoing supply chain and logistic constraints. Pricing improvements~~decreased as each of the segment's businesses experienced challenges in ~~our Fire & Security segment were~~certain end-markets during the ~~primary driver of growth compared with the prior year while supply chain and logistic constraints continue to be challenging.~~quarter. Refer to "Segment Review" below for a discussion of Net sales by segment.

On August 1, 2022, the Commercial HVAC business acquired a majority ownership interest in TCC, a VRF and light commercial HVAC joint venture between Carrier and Toshiba Corporation. The results of TCC have been included in our Unaudited Condensed Consolidated Financial Statements since the date of acquisition. The transaction added 11% to Net sales during the six months ended June 30, 2023 and is included in Acquisitions and divestitures, net.

As of May 14, 2023, we no longer control KFI as their activities are subject to review and oversight by the bankruptcy court. Therefore, KFI was deconsolidated and their respective assets and liabilities were derecognized from our Unaudited Condensed Consolidated Financial Statements. The deconsolidation had a 1% impact on Net sales during the six months ended June 30, 2023 and is included in Acquisitions and divestitures, net.

Gross Margin

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, gross margin was ~~$4.2~~$3.1 billion, a ~~9% decrease~~14% increase compared with the same period

of ~~2021.~~2022. The components were as follows:


		Nine Months Ended September 30,								Six Months Ended June 30,
(In millions)	(In millions)		2022			2021			(In millions)		2023			2022
Net sales	Net sales		$	15,316		$	15,480		Net sales		$	11,265		$	9,865
Cost of products and services sold	Cost of products and services sold		(11,099)			(10,866)			Cost of products and services sold		(8,132)			(7,125)
Gross margin	Gross margin		$	4,217		$	4,614		Gross margin		$	3,133		$	2,740
Percentage of net sales	Percentage of net sales		27.5		%	29.8		%	Percentage of net sales		27.8		%	27.8		%

Gross margin ~~decreased~~increased by ~~$397~~$393 million compared with the ~~nine~~six months ended ~~September~~June 30, ~~2021. A~~2022. The main driver of the ~~decrease~~increase related to ~~incremental costs of products~~ongoing customer demand, pricing improvements and ~~services sold~~our continued focus on productivity initiatives. In addition, operating results associated with TCC since the date of acquisition ~~which included inventory step-up, backlog amortization and intangible asset amortization resulting from the recognition of acquired assets at fair value. These costs had a 40 basis point impact on~~further benefited gross margin ~~as a percentage of~~ ~~Net sales. In addition, each of our segments continue to be impacted~~during the period. These amounts were partially offset by the higher cost of commodities and components used in our products, certain supply chain constraints and ~~higher~~ freight costs. ~~However, these impacts were more than offset by ongoing customer demand, pricing improvements~~Although inflationary cost pressures have begun to moderate, they remain elevated and continue to impact the cost of products and services sold in each of our ~~continued focus on productivity initiatives. Although~~segments. While pricing improvements more than offset inflationary impacts and supply chain challenges, gross margin as a percentage of Net sales ~~decreased by 230 basis points~~remained flat compared with the same period of ~~2021.~~2022.

Operating Expenses

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, operating expenses, including Equity method investment net earnings, were ~~$135 million,~~$2.1 billion, a ~~94% decrease~~1,035% increase compared with the same period of ~~2021.~~2022. The components were as follows:


		Nine Months Ended September 30,							Six Months Ended June 30,
(In millions)	(In millions)		2022			2021				(In millions)	2023			2022
Selling, general and administrative	Selling, general and administrative		$	(1,839)		$	(2,304)			Selling, general and administrative	$	(1,505)		$	(1,215)
Research and development	Research and development		(390)			(369)				Research and development	(290)			(247)
Equity method investment net earnings	Equity method investment net earnings		222			201				Equity method investment net earnings	96			159
Other income (expense), net	Other income (expense), net		1,872			40				Other income (expense), net	(390)			1,119
Total operating expenses	Total operating expenses		$	(135)		$	(2,432)			Total operating expenses	$	(2,089)		$	(184)
Percentage of net sales	Percentage of net sales		0.9		%	15.7		%		Percentage of net sales	18.5		%	1.9		%

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Selling, general and administrative expenses were ~~$1.8~~$1.5 billion, a ~~20% decrease~~24% increase compared with the same period of ~~2021.~~2022. The ~~decrease~~increase is primarily due to higher compensation and other employee-related costs during the ~~Chubb Sale on January 3, 2022.~~current period. In addition, ~~lower restructuring charges and the benefit provided by changes in the fair value of cash-settled equity awards further contributed to the decrease. These amounts were partially offset by~~ incremental selling, general and administrative expenses associated with TCC since the date of acquisition and ~~$28~~portfolio transformation-related costs further contributed to the increase. The current period also included $26 million of acquisition-related ~~costs. The nine~~costs compared with $13 million during the six months ended ~~September~~June 30, ~~2021 included $29 million of costs related to the Chubb Sale and $19 million of costs related to the Separation.~~2022.

Investments over which we do not exercise control, but have significant influence, are accounted for using the equity method of accounting. For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Equity method investment net earnings were ~~$222~~$96 million, a ~~10% increase~~40% decrease compared with the same period of ~~2021.~~2022. The ~~increase~~decrease was primarily related to a $27 million gain on the sale of two minority owned subsidiaries by one of our joint ventures. In addition, higher earnings in HVAC joint ventures in Asia and North America further benefited earnings. These amounts were partially offsetdriven by the increase in our ownership interest in TCC on August 1, 2022. As a result, TCC is no longer accounted for under the equity method of accounting since the date of acquisition. During the six months ended June 30, 2022, pre-acquisition equity earnings of TCC totaled $67 million which included a $27 million gain on the sale of two minority owned subsidiaries.

3635

Other income (expense), net primarily includes the impact of gains and losses related to the sale of businesses or 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. In connection with the ~~TCC~~proposed acquisition of the ~~carrying value of our previously held TCC equity investments were recognized at fair value at the date of acquisition. As a result,~~VCS Business, we recognized a ~~$732~~$111 million ~~non-cash gain~~loss during the six months ended June 30, 2023 on the mark-to-market valuation of our window forward contracts associated with the ~~increase in our ownership interest.~~expected cash outflows of the Euro-denominated purchase price. In addition, we recognized a loss of $293 million on the deconsolidation of KFI due to its Chapter 11 filing. During the six months ended June 30, 2022, we completed the Chubb Sale and recognized a net gain on the sale of $1.1 ~~billion during~~billion. In addition, we recognized a $22 million charge resulting from a litigation matter and a $7 million gain on the ~~nine months ended September 30, 2022.~~sale of our interest in a cost method investment reported within our Refrigeration segment.

Non-Operating Income ~~(Expenses)~~(Expense), net

For the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, No~~n-operating~~Non-operating income ~~(expenses)~~(expense), net was ~~$167~~$113 million, ~~an 11%~~a 2% increase compared with the same period of ~~2021.~~2022. The components were as follows:


		Nine Months Ended September 30,					Six Months Ended June 30,
(In millions)	(In millions)		2022		2021			(In millions)	2023		2022
Non-service pension (expense) benefit	Non-service pension (expense) benefit		$	(2)	$	51		Non-service pension (expense) benefit	$	—	$	(2)

Interest expense	Interest expense		$	(226)	$	(247)		Interest expense	$	(165)	$	(155)
Interest income	Interest income		61		9			Interest income	52		46
Interest (expense) income, net	Interest (expense) income, net		$	(165)	$	(238)		Interest (expense) income, net	$	(113)	$	(109)

Non-operating income (expenses), net			$	(167)	$	(187)
Non-operating income (expense), net								Non-operating income (expense), net	$	(113)	$	(111)

Non-operating income ~~(expenses)~~(expense), 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. Interest expense is affected by the amount of debt outstanding and the interest rates on that debt. For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Interest expense was ~~$226~~$165 million, a ~~9% decrease~~6% increase compared with the same period of ~~2021.~~2022. In connection with the proposed acquisition of the VCS Business, we entered into several financing arrangements and capitalized $42 million of deferred financing costs in the current period. During the ~~nine~~six months ended ~~September~~June 30, 2023, we amortized $22 million of deferred financing costs in Interest expense, of which $19 million related to our Bridge Loan. During the six months ended June 30, 2022, we completed tender offers to repurchase approximately $1.15 billion aggregate principal of our 2.242% Notes due 2025 and 2.493% Notes due 2027. Upon settlement, we wrote off $5 million of unamortized deferred financing costs in Interest expense and recognized a net gain of $33 million in Interest income. ~~During the nine months ended September 30, 2021, we~~ ~~incurred~~ ~~a make-whole premium of $17 million and wrote-off $2 million of unamortized deferred financing costs in~~ ~~Interest expense~~ ~~as a result of the redemption of~~ ~~our $500 million 1.923% Notes originally due in February 2023.~~

Income Taxes

Nine Months Ended September 30,
2022 2021
Effective tax rate 15.6 % 31.4 %


	Six Months Ended June 30,
		2023		2022
Effective tax rate		33.4	%	19.3	%

We account for income tax expense in accordance with ASC 740, which requires 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 projected results for the full year. The effective tax rate was ~~15.6%~~33.4% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared with ~~31.4%~~19.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The year-over-year ~~decrease~~increase was primarily driven by the non-deductible losses of $293 million on the deconsolidation of KFI due to its Chapter 11 filing and the $111 million loss on the mark-to-market valuation of our window forward contracts associated with the expected cash outflows of the Euro-denominated purchase price of the VCS Business. In addition, the six months ended June 30, 2022 includeda lower effective tax rate on ~~a $732 million non-cash gain resulting from the recognition of our previously held TCC equity investments at fair value upon acquisition of TCC and~~ the $1.1 billion Chubb gain compared with ~~the Company's~~our U.S. statutory ~~rate. The nine months ended September 30, 2021 included a net tax charge of $136 millionprimarily relating to the re-organizations~~rate and disentanglement of certain Chubb subsidiaries executed in advance of the planned divestiture of our Chubb business and a $43 million deferred tax charge associated with a tax rate increase in the United Kingdom enacted on June 10, 2021 with an effective date of April 2023. These amounts were partially offset by the recognition of a favorable tax adjustment of ~~$21~~$32 million ~~resulting from~~associated with foreign tax credits generated and utilized in the ~~re-organization of a German subsidiary.~~prior year.

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SEGMENT REVIEW

We have three operating segments:

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

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 based on Net sales and Operating profit. Adjustments to reconcile segment reporting to the consolidated results are included in Note 17 - Segment Financial Data.

Three Months Ended ~~September~~June 30, ~~2022~~2023 Compared with Three Months Ended ~~September~~June 30, ~~2021~~2022

Summary performance for each of our segments is as follows:


		Net Sales				Operating Profit				Operating Profit Margin					Net Sales				Operating Profit				Operating Profit Margin
		Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,					Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,
(In millions)	(In millions)	2022		2021		2022		2021		2022		2021		(In millions)	2023		2022		2023		2022		2023		2022
HVAC	HVAC	$	3,734	$	3,054	$	1,314	$	573	35.2	%	18.8	%	HVAC	$	4,216	$	3,388	$	742	$	585	17.6	%	17.3	%
Refrigeration	Refrigeration	923		1,011		116		119		12.6	%	11.8	%	Refrigeration	972		1,041		112		147		11.5	%	14.1	%
Fire & Security	Fire & Security	905		1,377		142		182		15.7	%	13.2	%	Fire & Security	932		887		(157)		134		(16.8)	%	15.1	%
Total segment	Total segment	$	5,562	$	5,442	$	1,572	$	874	28.3	%	16.1	%	Total segment	$	6,120	$	5,316	$	697	$	866	11.4	%	16.3	%

HVAC Segment

For the three months ended ~~September~~June 30, ~~2022,~~2023, Net sales in our HVAC segment were ~~$3.7~~$4.2 billion, a ~~22%~~24% increase compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Net Sales
Organic	139	%
Foreign currency translation	~~(3)~~(1)	%
Acquisitions and divestitures, net	1216	%


Total % change in Net sales	2224	%

The organic increase in Net sales of ~~13%~~9% was driven by continued strong results ~~across each of~~in the ~~segment's businesses.~~segment. Increased sales in our ~~North America residential and light commercial~~Commercial HVAC business (up ~~12%) were primarily driven by pricing improvements during the period. Commercial HVAC (up 15%~~19%) benefited from pricing improvements and ongoing customer demand in our end-markets. The business saw ~~continued~~strong growth in North America and ~~strong results~~continued improvements in Asia ~~compared~~after COVID-19 related lockdowns. Growth in Europe moderated as economic conditions and inflationary cost pressures impacted end-market demand. Higher sales in our North America residential and light commercial business (up 5%) were primarily driven by pricing improvements and improved mix associated with regulatory changes effective as of the ~~prior period. Increased sales~~beginning of 2023. These amounts were partially offset by volume reductions in North America residential end-markets. Results in our Global Comfort Solutions business ~~(up 11%~~(down 10%) were primarily driven by ~~pricing improvements. While current~~lower demand ~~remains strong, supply chain and logistics constraints continue to be challenging, negatively impacting our sales and results of operations.~~in certain European end-markets.

On August 1, 2022, the Commercial HVAC business acquired a majority ownership interest in TCC, a VRF and light commercial HVAC joint venture between Carrier and Toshiba Corporation. The results of TCC have been included in our Unaudited Condensed Consolidated Financial Statements since the date of acquisition. The transaction added ~~12%~~16% to Net sales during the three months ended ~~September~~June 30, ~~2022~~2023 and is included in Acquisitions and divestitures, net.

3837

For the three months ended ~~September~~June 30, ~~2022,~~2023, Operating profit in our HVAC segment was ~~$1.3~~$0.7 billion, a ~~129%~~27% increase compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Operating Profit
Operational	—13	%
~~Foreign currency translation~~	~~(1)~~		%
Acquisitions and divestitures, net	516	%

~~Restructuring~~Amortization of acquired intangibles	1 (5)	%
Other	~~124~~3	%
Total % change in Operating profit	~~129~~27	%

~~Operational~~The operational profit increase of 13% was ~~flat~~primarily attributable to pricing improvements and ongoing customer demand in certain end-markets compared with the prior year. ~~Pricing improvements, higher volume and productivity initiatives benefited operational profit during the period.~~ These ~~amounts were partially~~benefits more than offset by the higher costs offor commodities and components used in our products ~~as well as higher~~and freight and ~~logistic costs compared with the prior year. In addition, lower~~logistics costs. Lower earnings from equity method investments ~~further~~ impacted operational profit ~~as TCC is now included in the segments consolidated results since the date of acquisition.~~

~~Acquisitions and divestitures, net primarily related~~due to ~~the results of operations associated with the acquisition of TCC. The transaction added 5% to~~ ~~Operating profit~~ during the three months ended September 30, 2022. In connection with the TCC acquisition, the carrying value of our previously held TCC equity investments were recognized at fair value at the date of acquisition. As a result, we recognized a $732 million non-cash gain associated with the increase in our ownership interest in ~~Other.~~TCC on August 1, 2022. As a result, TCC is no longer accounted for under the equity method of accounting since the date of acquisition. Inflationary cost pressures have begun to moderate, but continue to impact our operating profit.

Refrigeration Segment

For the three months ended ~~September~~June 30, ~~2022,~~2023, Net sales in our Refrigeration segment were ~~$0.9 billion,~~$972 million, a 9%7% decrease compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Net Sales
Organic	~~(1)~~(6)	%
Foreign currency translation	~~(8)~~—	%
Acquisitions and divestitures, net	(1)	%


Total % change in Net sales	~~(9)~~(7)	%

~~The organic decrease in~~Organic Net sales ~~of 1% was driven by lower volumes~~decrease 6% compared ~~with~~to the prior ~~year.~~year as each of the segment's businesses experienced challenges in certain end-markets during the period. Results for Commercial refrigeration ~~sales were flat~~decreased (down 19%) compared with the prior year, primarily driven by lower volumes in Europe as economic conditions and inflationary cost pressures impacted end-market demand. ~~These impacts~~In addition, lower volumes in Asia were partially offset by pricing ~~improvements and growth in Asia.~~improvements. Transport refrigeration sales ~~(down 1%) decreased primarily due~~were flat compared to ~~continued supply chain constraints impacting component availability. These impacts~~the prior year as pricing improvements and strong end-market demand in the U.S. and Europe were ~~partially~~ offset by ~~pricing improvements, strong growth~~continued weakness in North America, the continued demand for global transportation and COVID-19 vaccine-related cargo monitoring. While current demand remains strong, supply chain and logistics constraints continue to be challenging, negatively impacting our sales and results of operations.container end-markets.

For the three months ended ~~September~~June 30, ~~2022,~~2023, Operating profit in our Refrigeration segment was ~~$116~~$112 million, a 2%24% decrease compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Operating Profit
Operational	5 (22)	%
Foreign currency translation	~~(7)~~—	%
Acquisitions and divestitures, net	(1)	%
Restructuring	(1)	%
~~Other~~	1		%
Total % change in Operating profit	~~(2)~~(24)	%

The ~~increase~~decrease in operational profit of 5%22% was primarily ~~attributable to pricing improvements~~driven by volume reductions in certain end-markets compared with the prior year. In addition, ~~favorable productivity initiatives and lower selling, general and administrative costs further benefited operational profit. These amounts were partially offset by~~ the higher costs of commodities and components used in our products ~~as well as higher freight~~further impacted segment results. These amounts were partially offset by pricing improvements and ~~logistic costs.~~favorable productivity initiatives during the period. Inflationary cost pressures have begun to moderate, but continue to impact our operating profit.

Fire & Security Segment

For the three months ended ~~September~~June 30, ~~2022,~~2023, Net sales in our Fire & Security segment were ~~$905~~$932 million, a ~~34% decrease~~5% increase compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Net Sales
Organic	59	%
Foreign currency translation	~~(3)~~	%
~~Acquisitions and divestitures, net~~	~~(36)~~(1)	%


KFI deconsolidation	(3)	%

Total % change in Net sales	~~(34)~~5	%

The organic increase in Net sales of 5%9% was primarily driven by pricing improvements and volume growth compared with the prior year. ~~The segment primarily saw growth~~Sales grew in ~~both~~all three regions including strong commercial and residential ~~and commercial sales~~results in the ~~Americas and~~Americas. Growth in Europe moderated as ~~sales in China decreased as a result of current~~ economic conditions and ~~reduced~~inflationary cost pressures impacted end-market demand. Results in Asia normalized after a strong COVID-19 related recovery. Global industrial sales ~~also~~ benefited segment results ~~with~~due to pricing improvements and strong demand. ~~While current demand remains strong,~~The segment continues to be impacted by ongoing supply chain constraints ~~continue to be challenging, negatively impacting our sales and results of operations. In addition, results~~ for ~~2021 reflected a significant rebound in demand after initial weakness associated with the COVID-19 pandemic.~~

Acquisitions and divestitures, net primarily relates to the prior year results of our Chubb business, the sale of which was completed on January 3, 2022. During the three months ended September 30, 2021, ~~Net sales~~certain components used in our ~~Fire & Security segment were $1.4 billion, which included $520 million from our Chubb business. Absent the results of Chubb,~~ ~~Net sales~~ ~~increased 6% from $857 million to $905 million.~~products.

For the three months ended ~~September~~June 30, ~~2022,~~2023, Operating profit in our Fire & Security segment was ~~$142~~a loss of $157 million, a ~~22%~~217% decrease compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Operating Profit
Operational	110	%
Foreign currency translation	(2)	%
~~Acquisitions and divestitures, net~~	~~(19)~~		%
Restructuring	13	%
~~Other~~KFI deconsolidation	~~(3)~~(228)	%

Total % change in Operating profit	~~(22)~~(217)	%

The increase in operational profit of 1%10% was primarily ~~attributable to~~driven by pricing improvements, volume growth and lower freight and logistics costs compared ~~with~~to the prior year. ~~In addition, productivity initiatives also benefited operational profit.~~ These amounts were partially offset by the higher costs of commodities and components used in our ~~products as well as~~products. In addition, higher ~~freight and logistics costs.~~inventory-related reserves resulting from supply chain constraints further impacted segment results. Inflationary cost pressures have moderated, but continue to impact our operating profit.

As of May 14, 2023, we no longer control KFI as their activities are subject to review and oversight by the bankruptcy court. Therefore, KFI was deconsolidated and their respective assets and liabilities were derecognized from our Unaudited Condensed Consolidated Financial Statements. As a result, we recognized a loss on deconsolidation of $293 million during the three months ended June 30, 2023.

Six Months Ended June 30, 2023 Compared with Six Months Ended June 30, 2022



Summary performance for each of our segments is as follows:
	Net Sales				Operating Profit				Operating Profit Margin
	Six Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022		2023		2022
HVAC	$	7,838	$	6,358	$	1,177	$	1,055	15.0	%	16.6	%
Refrigeration	1,870		2,017		220		254		11.8	%	12.6	%
Fire & Security	1,801		1,705		(64)		1,352		(3.6)	%	79.3	%
Total segment	$	11,509	$	10,080	$	1,333	$	2,661	11.6	%	26.4	%

Acquisitions and divestitures, net primarily relates to the prior year results of our Chubb business, the sale of which was completed on January 3, 2022. Amounts reported during the three months ended September 30, 2021 include $13 million of transaction costs associated with the divestiture. In addition, amounts reported in Other include a $7 million charge resulting from the settlement of working capital and other transaction-related items associated with the Chubb Sale.

~~Nine Months Ended September 30, 2022 Compared with Nine Months Ended September 30, 2021~~

Summary performance for each of our segments is as follows:
Net Sales Operating Profit Operating Profit Margin
Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30,
(In millions) 2022 2021 2022 2021 2022 2021
HVAC $ 10,092 $ 8,660 $ 2,369 $ 1,511 23.5 % 17.4 %
Refrigeration 2,940 3,037 370 369 12.6 % 12.2 %
Fire & Security 2,610 4,084 1,494 480 57.2 % 11.8 %
Total segment $ 15,642 $ 15,781 $ 4,233 $ 2,360 27.1 % 15.0 %

HVAC Segment

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Net sales in our HVAC segment were ~~$10.1~~$7.8 billion, a ~~17%~~23% increase compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Net Sales
Organic	137	%
Foreign currency translation	(1)	%
Acquisitions and divestitures, net	17	%

~~Acquisitions and divestitures, net~~	6		%

~~Other~~	~~(2)~~	%
Total % change in Net sales	1723	%

The organic increase in Net sales of ~~13%~~7% was driven by continued strong results ~~across each of~~in the ~~segment's businesses. Increased sales in our North America residential and light commercial business (up 16%) were driven by pricing improvements and end-market demand.~~segment. Increased sales in our Commercial HVAC business (up 8%16%) benefited from pricing improvements and ongoing customer demand in our end-markets. The business saw strong growth in ~~each region~~all regions including Europe and Asia as ~~demand increased after a resurgence~~current economic conditions and inflationary cost pressures moderated from the prior year. Higher sales in our North America residential and light commercial business (up 2%) were primarily driven by pricing improvements and improved mix associated with regulatory changes effective as of ~~COVID-19 cases and additional restrictions imposed earlier~~the beginning of 2023. These amounts were partially offset by volume reductions in ~~the year. While current demand remains strong, supply chain and logistics constraints continue to be challenging, negatively impacting our sales and results of operations.~~North America residential end-markets. In addition, ~~results for 2021 reflected a significant rebound~~increased sales in our Global Comfort Solutions business (up 1%) were primarily driven by growth in Asia partially offset by lower demand ~~after initial weakness associated with the COVID-19 pandemic.~~in certain European end-markets.

On August 1, 2022, the Commercial HVAC business acquired a majority ownership interest in TCC, a VRF and light commercial HVAC joint venture between Carrier and Toshiba Corporation. The results of TCC have been included in our Unaudited Condensed Consolidated Financial Statements since the date of acquisition. The transaction added 5%17% to Net sales during the ~~nine~~six months ended ~~September~~June 30, ~~2022 and is included in Acquisitions and divestitures, net.~~

On June 1, 2021, the Commercial HVAC business acquired a 70% controlling interest in Guangdong Giwee Group and its subsidiaries ("Giwee") and subsequently acquired the remaining 30% ownership interest on September 7, 2021. Giwee is a China-based manufacturer offering a portfolio of HVAC products including variable refrigerant flow, modular chillers and light commercial air conditioners. The results of Giwee have been included in our Unaudited Condensed Consolidated Financial Statements since the date of acquisition. The transaction added 1% to ~~Net sales~~ ~~during the nine months ended September 30, 2022~~2023 and is included in Acquisitions and divestitures, net.

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Operating profit in our HVAC segment was ~~$2.4~~$1.2 billion, a ~~57%~~12% increase compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Operating Profit
Operational	84	%
Foreign currency translation	(1)	%
Acquisitions and divestitures, net	13	%

~~Acquisitions and divestitures, net~~Amortization of acquired intangibles	~~(1)~~	%
~~Restructuring~~	1 (6)	%
Other	492	%
Total % change in Operating profit	5712	%

The operational profit increase of 8%4% was primarily attributable to pricing improvements and ongoing customer demand in certain end-markets compared with the prior year. ~~Higher~~These benefits more than offset the higher costs for commodities and components used in our products and freight and logistics costs. Lower earnings from equity method investments ~~in Asia and North America also benefited~~impacted operational profit ~~and included a $27 million gain on the sale of two minority owned subsidiaries by one of our joint ventures. These amounts were partially offset by~~due to the increase in our ownership interest in TCC on August 1, 2022. As a result, TCC is no longer accounted for under the equity method of accounting since the date of acquisition. ~~In addition, productivity initiatives provided further benefits~~Inflationary cost pressures have begun to ~~operational~~moderate, but continue to impact our operating profit. ~~These amounts were partially offset by the higher costs of commodities and components used in our products as well as higher freight and logistic costs.~~

In connection with the TCC acquisition, the carrying value of our previously held TCC equity investments were recognized at fair value at the date of acquisition. As a result, we recognized a $732 million non-cash gain associated with the increase in our ownership interest in Other. In addition, amounts reported in Other include a $22 million charge resulting from a litigation matter recognized during the nine months ended September 30, 2022.

Refrigeration Segment

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Net sales in our Refrigeration segment were ~~$2.9~~$1.9 billion, a 3%7% decrease compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Net Sales
Organic	3 (5)	%
Foreign currency translation	~~(6)~~(1)	%
Acquisitions and divestitures, net	(1)	%


Total % change in Net sales	~~(3)~~(7)	%

~~The organic increase in~~Organic Net sales ~~of 3% was driven by strong demand across~~decreased 5% compared to the prior year as each of the segment's ~~businesses.~~businesses experienced challenges in certain end-markets during the period. Results for Commercial refrigeration ~~sales increased (up 4%~~decreased (down 17%) ~~primarily due to pricing improvements~~ compared with the prior ~~year. These amounts~~year, primarily driven by lower volumes in Europe as economic conditions and inflationary cost pressures impacted end-market demand. In addition, lower volumes in Asia were partially offset by ~~continued supply chain constraints.~~pricing improvements. Transport refrigeration sales ~~increased (up 2%) primarily due~~were flat compared to the prior year as pricing improvements and ~~higher volumes associated with component availability during~~strong end-market demand in the ~~period. The nine months ended September 30, 2021 reflected a significant rebound~~U.S. and Europe offset continued weakness in demand associated with the cyclical decline that began in late 2019 as well as the demand for global transportation and COVID-19 vaccine-related cargo monitoring. While current demand remains strong, supply chain and logistics constraints continue to be challenging, negatively impacting our sales and results of operations.container end-markets.

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Operating profit in our Refrigeration segment was ~~$370~~$220 million, ~~flat~~a 13% decrease compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Operating Profit
Operational	6 (20)	%
Foreign currency translation	~~(7)~~(1)	%

Restructuring	(2)	%

Other	110	%
Total % change in Operating profit	—(13)	%

The ~~increase~~decrease in operational profit of 6%20% was primarily ~~attributable to pricing improvements~~driven by volume reductions in certain end-markets compared with the prior year. In addition, ~~favorable productivity initiatives and lower selling, general and administrative costs further benefited operational profit. These amounts were partially offset by~~ the higher costs of commodities and components used in our products further impacted segment results. These amounts were partially offset by pricing improvements, favorable productivity initiatives and ~~higher freight~~lower selling, general and ~~logistic~~administrative costs. Inflationary cost pressures have begun to moderate, but continue to impact our operating profit. Amounts reported in Other ~~primarily~~ represent a $7$24 million gain on the sale of ~~our interest in~~ a ~~cost method investment during the nine months ended September 30, 2022.~~

business within Transport refrigeration.

Fire & Security Segment

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Net sales in our Fire & Security segment were ~~$2.6~~$1.8 billion, a ~~36% decrease~~6% increase compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


	Net Sales
Organic	49	%
Foreign currency translation	(2)	%
~~Acquisitions and divestitures, net~~	~~(38)~~		%

KFI deconsolidation	(1)	%

Total % change in Net sales	~~(36)~~6	%

The organic increase in Net sales of 4%9% was primarily driven by pricing improvements and volume growth compared with the prior year. ~~The segment primarily saw growth~~Sales grew in ~~both~~all three regions including strong commercial and residential ~~and commercial sales~~results in the ~~Americas and~~Americas. Growth in Europe moderated as ~~sales in China decreased as a result of current~~ economic conditions and ~~reduced~~inflationary cost pressures impacted end-market demand. Results in Asia normalized after a strong COVID-19 related recovery. Global industrial sales ~~also~~ benefited segment results ~~with~~due to pricing improvements and strong demand. ~~While current demand remains strong,~~The segment continues to be impacted by ongoing supply chain constraints ~~continue to be challenging, negatively impacting~~for certain components used in our ~~sales and results of operations. In addition, results for 2021 reflected a significant rebound in demand after initial weakness associated with the COVID-19 pandemic.~~products.

Acquisitions and divestitures, net primarily relates to the prior year results of our Chubb business, the sale of which was completed on January 3, 2022. During the nine months ended September 30, 2021, ~~Net sales~~ ~~in our Fire & Security segment were $4.1 billion, which included $1.6 billion from our Chubb business. Absent the results of Chubb,~~ ~~Net sales~~ ~~increased 6% from $2.5 billion to $2.6 billion.~~

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Operating profit in our Fire & Security segment was ~~$1.5 billion,~~ a ~~211% increase~~loss of $64 million, a 105% decrease compared with the same period of ~~2021.~~2022. The components of the year-over-year change were as follows:


			Operating Profit
Operational		~~(5)~~1		%
Foreign currency translation	(1)	~~(2)~~%



KFI deconsolidation	(23)	%
~~Acquisitions and divestitures, net~~Chubb gain		~~(16)~~		%
~~Restructuring~~			3		%
~~Other~~			~~231~~ (82)		%
Total % change in Operating profit		~~211~~(105)		%

The ~~decrease~~increase in operational profit of 5%1% was primarily ~~attributable~~driven by pricing improvements, volume growth and lower freight and logistics costs compared to the prior year. These amounts were offset by the higher costs of commodities and components used in our ~~products and higher freight and logistics costs.~~products. In addition, ~~unfavorable mix and lower volumes~~higher inventory-related reserves resulting from supply chain challenges further impacted ~~results compared with~~segment results. Inflationary cost pressures have moderated, but continue to impact our operating profit.

As of May 14, 2023, we no longer control KFI as their activities are subject to review and oversight by the ~~prior year. These amounts~~bankruptcy court. Therefore, KFI was deconsolidated and their respective assets and liabilities were ~~partially offset by pricing improvements.~~

~~Acquisitions and divestitures, net primarily relates to the prior year results~~derecognized from our Unaudited Condensed Consolidated Financial Statements. As a result, we recognized a loss on deconsolidation of ~~our Chubb business, the sale of which was completed on January 3, 2022. Amounts reported~~$293 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021 include $28 million of transaction costs associated with the divestiture. Amounts reported in Other represent the net gain on the Chubb Sale of $1.1 billion.~~2023.

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~~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.

As of ~~September~~June 30, ~~2022~~,2023, we had cash and cash equivalents of ~~$3.0~~$3.2 billion, of which approximately ~~38%~~45% 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 maintain cash deposits in connection

with contractual obligations related to acquisitions, divestitures or other legal obligations. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the amount of such restricted cash was approximately $6$7 million and $39 million, respectively.

We maintain a $2.0 billion unsecured, unsubordinated commercial paper program which can be used for general corporate purposes, including the funding of working capital and potential acquisitions. In addition, we maintain ~~our~~a $2.0 billion ~~Revolving~~revolving credit agreement with various banks (the "Revolving Credit ~~Facility~~Facility") that matures ~~on April 3, 2025~~in May 2028 which supports our commercial paper borrowing program and ~~cash requirements. The Revolving Credit Facility has a~~can be used for other general corporate purposes. A ratings-based commitment fee ~~of 0.125% that~~ 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 plus a ratings-based margin,~~ ~~which was 125 basis points as of September 30, 2022.~~ As of ~~September~~June 30, ~~2022,~~2023, we had no borrowings outstanding under our commercial paper program and our Revolving Credit Facility.

We continue to 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 complement 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 and equity markets provide additional sources of short-term and long-term capital to 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: (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.~~economy. There can be no assurance that we will be able to obtain additional financing on terms favorable to us, if at all.

The Revolving Credit Facility and the indentures for the long-term notes contain affirmative and negative covenants customary for financings of 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 ~~September 30, 2022, 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~~ ~~September 30, 2022:~~

~~Rating Agency~~

~~Long-term Rating~~ ~~(1)~~

~~Short-term Rating~~

~~Outlook~~ ~~(2)~~

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

~~BBB~~

~~Positive~~

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

~~Baa3~~

~~Stable~~

~~Fitch Ratings ("Fitch")~~

~~BBB-~~

~~Stable~~

~~(1)~~ ~~The long-term rating for S&P was affirmed on May 14, 2021, and for Moody's on March 30, 2022. Fitch's long-term rating was affirmed on June 3, 2021.~~

~~(2)~~ ~~S&P revised its outlook to positive from stable on May 20, 2022.~~

The following table contains several key measures of our financial condition and liquidity:

(In millions) September 30,
2022 December 31,
2021
Cash and cash equivalents $ 2,985 $ 2,987
Total debt $ 8,889 $ 9,696
Total equity $ 7,463 $ 7,094
Net debt (total debt less cash and cash equivalents) $ 5,904 $ 6,709
Total capitalization (total debt plus total equity) $ 16,352 $ 16,790
Net capitalization (total debt plus total equity less cash and cash equivalents) $ 13,367 $ 13,803
Total debt to total capitalization 54 % 58 %
Net debt to net capitalization 44 % 49 %


(In millions)	June 30, 2023			December 31, 2022
Cash and cash equivalents	$	3,209		$	3,520
Total debt	$	8,789		$	8,842
Total equity	$	8,288		$	8,076

Net debt (total debt less cash and cash equivalents)	$	5,580		$	5,322
Total capitalization (total debt plus total equity)	$	17,077		$	16,918
Net capitalization (total debt plus total equity less cash and cash equivalents)	$	13,868		$	13,398
Total debt to total capitalization	51		%	52		%
Net debt to net capitalization	40		%	40		%

Borrowings and Lines of Credit

Our short-term obligations primarily consist of current maturities of long-term debt. Our long-term obligations primarily consist of long-term notes with maturity dates ranging between 2025 and 2050. Interest payments related to long-term Notes are expected to approximate ~~$247~~$249 million per year, reflecting an approximate weighted-average interest rate of ~~2.95%~~2.86%. Any borrowings from the Revolving Credit Facility are subject to variable interest rates. See Note 5 – Borrowings and Lines of Credit in the Notes to the accompanying Unaudited Condensed Consolidated Financial Statements for additional information regarding the terms of our long-term debt obligations.

On March 15, 2022, we commenced tender offers to repurchase up to $1.15 billion aggregate principal of our 2.242% Notes due 2025 and 2.493% Notes due ~~2027.~~2027 (together, the "Senior Notes"). The tender offers included payment of applicable accrued and unpaid interest up to the settlement date, along with a fixed spread for early repayment. Based on participation, we elected to settle the tender offers on March 30, 2022. The aggregate principal amount of Senior Notes validly tendered and accepted was approximately $1.15 billion and included $800 million of Notes due 2025 and $350 million of Notes due 2027. Upon settlement, we recognized a net gain of $33 million and wrote off $5 million of unamortized deferred financing costs during the three months ended March 31, 2022.

On July 15, 2022, we entered into a five-year, JPY 54 billion (approximately $400 million) ~~Japanese~~senior unsecured term loan facility with MUFG Bank Ltd., as administrative agent and lender, and certain other lenders (the "Japanese Term Loan ~~Facility.~~Facility"). Borrowings bear interest at a rate equal to the Tokyo Term Risk Free Rate plus 0.75%. In addition, it is subject to customary covenants including a covenant to maintain a maximum consolidated leverage ratio. On July 25, 2022, we borrowed JPY 54 billion under the Japanese Term Loan Facility and used the proceeds to fund a portion of the TCC acquisition and to pay related fees and expenses.

~~Acquisitions and Divestitures~~

On January 3, 2022, we completed the Chubb Sale for net proceeds of $2.9 billion. Consistent with our capital allocation strategy, the net proceeds will be used to fund investments in organic and inorganic growth initiatives and capital returns to shareowners as well as for general corporate purposes. The sale agreement included several customary provisions to settle working capital and other transaction-related items as of the date of sale. During the three months ended September 30, 2022, the parties finalized these amounts in accordance with the terms of the sale agreement. See Note 16 - Divestitures for additional information.

On February 6, 2022, we entered into a binding agreement to acquire a majority ownership interest in TCC for $891 million. The transaction was completed on August 1, 2022, subject to customary closing conditions and funded throughRevolving Credit Facility, the Japanese Term Loan Facility and the indentures for the long-term notes contain affirmative and negative covenants customary for financings of 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, 2023, we were compliant with the covenants under the agreements governing our outstanding indebtedness.

The following table presents our credit ratings and outlook as ~~well as~~of June 30, 2023:

Rating Agency

Long-term Rating (1)

Short-term Rating

Outlook (2) (3)

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

BBB

Stable

Moody's Investors Service Inc. ("Moody's")

Baa3

Positive

Fitch Ratings ("Fitch")

BBB-

Stable

(1) The long-term rating for S&P was affirmed on May 14, 2021, and for Moody's on March 30, 2022. Fitch's long-term rating was affirmed on June 3, 2021.

(2) S&P revised its outlook to stable from positive on April 25, 2023.

(3) Moody's Investors Service revised its outlook to positive from stable on February 28, 2023.

Planned Portfolio Transformation

On April 25, 2023, we announced that we entered into an Agreement to acquire the VCS Business for approximately €12 billion. Under the terms of the Agreement, 20% of the purchase price will be paid in Carrier common stock, issued directly to Viessmann and subject to long-term lock-up provisions, and 80% will be paid in cash. We intend to finance the acquisition with a combination of cash on ~~hand. Upon closing, Toshiba Corporation retained a 5% ownership interest in TCC.~~hand and new debt financing and expect the transaction to close around the end of 2023. In addition, d~~uring~~we also announced plans to exit our Fire & Security and Commercial Refrigeration businesses over the ~~nine months ended September 30, 2022,~~course of 2024.

In connection with the planned acquisition, we ~~acquired~~entered into commitment letters with JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Bank of America, N.A. to provide an €8.2 billion Bridge Loan. Proceeds from the Bridge Loan are expected to be used to fund a portion of the Euro-denominated purchase price of the Business if other ~~consolidated businesses~~debt financing is not secured by the acquisition date. On May 19, 2023, the aggregate principal amount of the Bridge Loan was reduced by €2.3 billion upon entering into a senior unsecured delayed draw term loan credit agreement.

On May 19, 2023, we entered into a senior unsecured delayed draw term loan credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and ~~minority-owned businesses. The~~certain other lenders that permits aggregate ~~cash paid for acquisitions, net~~borrowings of ~~cash acquired, totaled $43~~up to €2.3 billion (the "Delayed Draw Facility"). Proceeds from the Delayed Draw Facility are expected to be used to fund a portion of the Euro-denominated purchase price of the Business. In addition, we entered into a 364-day, $500 million, senior unsecured revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and ~~was funded through cash~~certain other lenders (the "Revolver") on ~~hand. See Note 15~~ – ~~Acquisitions for additional information.~~May 19, 2023. Proceeds from the Revolver become available upon closing the purchase of the Business.

Share Repurchase Program

We may ~~purchase~~repurchase our outstanding common stock from time to time subject to market conditions and at our ~~discretion~~discretion. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 and ~~subject to compliance with our obligations~~10b-18 under ~~certain tax agreements. In July~~the Exchange Act. Since the initial authorization in February 2021, our Board of Directors ~~approved a $1.75 billion increase to our existing $350 million share repurchase program authorizing~~authorized the repurchase of up to ~~$2.1~~$4.1 billion of our outstanding common stock. ~~During the nine months ended September 30,~~As of December 31, 2022, we repurchased ~~28.9~~42.1 million shares of ~~our~~ common stock for an aggregate purchase price of ~~$1.3~~$1.9 billion, ~~which includes~~including shares repurchased under ~~the ASR Agreement.~~an accelerated share repurchase agreement. As ~~of September 30, 2022,~~a result, we ~~have~~had approximately ~~$309 million~~$2.2 billion remaining under the current ~~authorization. In October 2022, our Board~~authorization at December 31, 2022.

During the three months ended June 30, 2023, we did not repurchase any shares of ~~Directors approved~~common stock. During the six months ended June 30, 2023, we repurchased 1.4 million shares of common stock for an aggregate purchase price of $62 million. As a ~~$2.0~~result, we have approximately $2.1 billion ~~increase to our existing share repurchase program.~~remaining under the current authorization at June 30, 2023.

Dividends

We paid dividends on common stock during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, totaling ~~$384~~$309 million. In ~~October 2022,~~June 2023, the Board of Directors declared a dividend of ~~$0.15~~$0.185 per share of common stock payable on ~~November 21, 2022~~August 10, 2023 to shareowners of record at the close of business on ~~October 28, 2022.~~June 23, 2023.

Discussion of Cash Flows


		Nine Months Ended September 30,					Six Months Ended June 30,
(In millions)	(In millions)	2022		2021		(In millions)	2023		2022
Net cash flows provided by (used in):	Net cash flows provided by (used in):					Net cash flows provided by (used in):
Operating activities	Operating activities	$	620	$	1,324	Operating activities	$	504	$	(170)
Investing activities	Investing activities	2,045		(426)		Investing activities	(296)		2,645
Financing activities	Financing activities	(2,584)		(1,225)		Financing activities	(506)		(2,434)
Effect of foreign exchange rate changes on cash and cash equivalents	Effect of foreign exchange rate changes on cash and cash equivalents	(115)		(15)		Effect of foreign exchange rate changes on cash and cash equivalents	(13)		(41)
Net increase (decrease) in cash and cash equivalents and restricted cash	Net increase (decrease) in cash and cash equivalents and restricted cash	$	(34)	$	(342)	Net increase (decrease) in cash and cash equivalents and restricted cash	$	(311)	$	—

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 ~~decrease~~increase in net cash provided by operating activities was primarily driven by ~~higher~~a more moderate

increase in working capital balances ~~during~~compared with the ~~current~~prior period. ~~Ongoing customer demand and an increase of~~Prior year working capital balances increased due to higher safety stock ~~due to~~and supply chain ~~constraints led to higher inventory balances. In addition, higher accounts receivable balances more than offset higher accounts payable balances.~~constraints.

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 ~~nine~~six months ended ~~September~~June 30, 2023, net cash used in investing activities was $296 million. The primary drivers of the outflow related to $144 million of capital expenditures and $134 million related to the deconsolidation of KFI. In addition, we settled working capital and other transaction-related items associated with the acquisition of TCC and invested in several businesses. These amounts totaled $56 million, net of cash acquired and were partially offset by the proceeds from the sale of a business during the period. During the six months ended June 30, 2022, net cash provided by investing activities was ~~$2.0~~$2.6 billion. The primary driver of the inflow related to the net proceeds from the Chubb Sale. This amount was partially offset by the acquisition of ~~TCC and~~ several ~~other~~ businesses and minority-owned businesses, which totaled ~~$472~~$38 million, net of cash acquired and $213 million of capital expenditures. During the nine months ended September 30, 2021, net cash used in investing activities was $426 million. The primary driver of the outflow related to the acquisition of several businesses and a minority-owned business, which totaled $214 million, net of cash acquired and $206$122 million of capital expenditures.

Cash flows from financing activities primarily represent inflows and outflows associated with equity or borrowings. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, net cash used in financing activities was ~~$2.6 billion.~~$506 million. The primary driver of the outflow related to the payment of ~~$1.3 billion~~$309 million in dividends to our common shareowners. In addition, we paid $62 million to repurchase shares of our common stock. ~~In addition, we settled our tender offers for $1.15 billion and paid $384 million in dividends to our common shareowners.~~ During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, net cash used in financing activities was ~~$1.2~~$2.4 billion. The primary driver of the outflow related to the ~~redemption~~settlement of ~~long-term notes of $500 million.~~our tender offers for $1.15 billion. In addition, we paid ~~$313~~$257 million in dividends to our common shareowners and paid ~~$275 million~~$1.0 billion to repurchase shares of our common stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in our exposure to market risk during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. 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 – Market Risk and Risk Management" in our ~~2021~~2022 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 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 ~~September~~June 30, ~~2022.~~2023. 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 ~~September~~June 30, ~~2022,~~2023, 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 ~~September~~June 30, ~~2022~~2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

This Form 10-Q 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. 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. These risks and uncertainties include, but are not limited to, those described above under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,

below under Part II, Item 1A. Risk Factors, and other risks and uncertainties listed from time to time in our filings with the SEC.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Note 19 – Commitments and Contingent Liabilities in the Notes to the accompanying Unaudited Condensed Consolidated Financial 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 our ~~2021~~2022 Form 10-K.

Item 1A. Risk Factors

~~Except as noted below, there~~There have been no material changes in the Company’s risk factors from those disclosed in "Risk Factors" in our ~~2021~~2022 Form 10-K.

~~We may be affected by global economic, capital market and geopolitical conditions, and conditions in the construction, transportation and infrastructure industries in particular.~~

Our business, operating results, cash flows and financial condition may be adversely affected by changes in global economic conditions and geopolitical risks and conditions, including credit market conditions, levels of consumer and business confidence, fluctuations in residential, commercial and industrial construction activity, pandemic health issues (including COVID-19 and its effects), natural disasters, commodity prices, energy costs, interest rates, inflation, foreign exchange rates, levels of government spending and deficits, trade policies (including tariffs, boycotts and sanctions), military conflicts, acts of terrorism, regulatory changes, actual or anticipated defaults on sovereign debt and other challenges that could affect the global economy.

These economic and political conditions affect our business in a number of ways. In March 2022, we suspended business operations in Russia by ceasing to pursue new business opportunities while continuing to fulfill existing contracts for equipment, service and parts, where possible, in a manner that fully complies with applicable sanctions and trade controls. Our sales, operations and supply chain in Russia and Ukraine are not material to Carrier. However, the military conflict between the two countries and attendant geopolitical environment may continue to negatively impact the global economy and major financial markets, and may result in additional increases in commodity prices and supply-chain disruptions, including shortages of materials, higher costs for fuel and freight and increased transportation delays. In addition, the extent to which COVID-19 will continue to impact the global economy remains uncertain. This military conflict and COVID-19 and the potential for an increase of their impact on global or regional economies, and the perception that such events may occur, could have a material adverse effect on our business, results of operations, cash flows and financial condition. Furthermore, the tightening of credit in the capital markets could adversely affect the ability of our customers, including individual end-customers and businesses, to obtain financing for significant purchases and operations, which could result in a decrease in or cancellation of orders for our products and services. Similarly, tightening credit may adversely affect our supply base and increase the potential for one or

more of our suppliers to experience financial distress or bankruptcy. Additionally, because we have a number of factories and suppliers in foreign countries, the imposition of tariffs or additional sanctions or unusually restrictive border crossing rules could adversely affect our supply chain, operations and overall business.

Our business and financial performance is also adversely affected by decreases in the general level of economic activity, such as decreases in business and consumer spending and construction (both residential and commercial as well as remodeling). 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.

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

Issuer Purchases of Equity Securities

The following table provides information about our purchases during the three months ended ~~September~~June 30, ~~2022~~2023 of equity securities that are registered by us pursuant to Section 12 of the 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)
2022
July 1 - July 31 703 $36.97 703 $531
August 1 - August 31 3,737 $41.55 3,737 $376
September 1 - September 30 1,682 $39.31 1,682 $309
Total 6,122 $40.41 6,122 $309


	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)
2023




April 1 - April 30	—	$	—	—	$	2,129
May 1 - May 31	—	$	—	—	$	2,129
June 1 - June 30	—	$	—	—	$	2,129
Total	—	$	—	—

(1) Excludes broker commissions.

We may purchase our outstanding common stock from time to time subject to market conditions and at our discretion. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 and 10b-18 under the Exchange Act. In July 2021, our Board of Directors approved a $1.75 billion increase to our existing $350 million share repurchase program authorizing the repurchase of up to $2.1 billion of our outstanding common stock. This program allows us to repurchase shares 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 and subject to compliance with certain tax agreements.

On December 14, 2021, we entered into the ASR Agreement to repurchase $500 million of our common stock pursuant to our existing share repurchase program. In accordance with the ASR Agreement, we received initial delivery of 7.6 million shares on January 4, 2022, representing approximately 80% of the expected share repurchases. Upon final settlement, we received an additional 2.7 million shares on February 8, 2022.

In October 2022, our Board of Directors approved a ~~$2.0~~$2 billion increase to our existing $2.1 billion share repurchase program.

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Item 6. Exhibits


Exhibit Number						Exhibit Description
2.1						Share Purchase Agreement dated as of April 25, 2023**† (incorporated by reference to Exhibit 2.1 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 26, 2023, File No. 001-39220)
10.1						Form of License Agreement † (incorporated by reference to Exhibit 10.1 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 26, 2023, File No. 001-39220)
10.2						Form of Investor Rights Agreement (incorporated by reference to Exhibit 10.2 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 26, 2023, File No. 001-39220)
10.3						Form of Transitional Services Agreement (incorporated by reference to Exhibit 10.3 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on April 26, 2023, File No. 001-39220)
10.4						Form of retention and performance bonus award agreement for Jurgen Timperma n
10.5						Revolving Credit Agreement, dated as of May 19, 2023, among Carrier Global Corporation, Carrier Intercompany Lending Designated Activity Company, the Subsidiary Borrowers party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on May 25, 2023, File No. 001-39220)
10.6						364-Day Revolving Credit Agreement, dated as of May 19, 2023, among Carrier Global Corporation, Carrier Intercompany Lending Designated Activity Company the Subsidiary Borrowers party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on May 25, 2023, File No. 001-39220)
10.7						Term Loan Credit Agreement, dated as of May 19, 2023, among Carrier Global Corporation, the Subsidiary Borrowers party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 of Carrier Global Corporation's Current Report on Form 8-K filed with the SEC on May 25, 2023, File No. 001-39220)
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-20220331.xml)
101.SCH						XBRL Taxonomy Extension Schema Document.* (File name: carr-20220331.xsd)
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.* (File name: carr-20220331_cal.xml)
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.* (File name: carr-20220331_def.xml)
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.* (File name: carr-20220331_lab.xml)
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.* (File name: carr-20220331_pre.xml)
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101

Notes to Exhibits List:

* ~~Submitted electronically~~Filed herewith.

+Exhibit is a management contract or compensatory plan or arrangement.

** Certain exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

†Certain portions of this exhibit have been omitted in accordance with Item 601(b)(2)(ii) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.

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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, (ii) Condensed Consolidated Statement of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, (iii) Condensed Consolidated Balance Sheet as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, (iv) Condensed Consolidated Statement of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, (v) Condensed Consolidated Statement of Changes in Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 and (vi) Notes to Condensed Consolidated Financial Statements.

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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:	~~October~~July 27, ~~2022~~2023	by:	/s/PATRICK GORIS
			Patrick Goris
			Senior Vice President and Chief Financial Officer

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

Dated:	~~October~~July 27, ~~2022~~2023	by:	/s/KYLE CROCKETT
			Kyle Crockett
			Vice President, Controller

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

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