8-K
CARRIER GLOBAL Corp (CARR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2025
CARRIER GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-39220 | 83-4051582 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (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)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
| 4.125% Notes due 2028 | CARR28 | New York Stock Exchange |
| 4.500% Notes due 2032 | CARR32 | New York Stock Exchange |
| 3.625% Notes due 2037 | CARR37 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Section 2—Financial Information
Item 2.02. Results of Operations and Financial Condition.
On October 28, 2025, Carrier Global Corporation (the “Company”) issued a press release announcing its third quarter 2025 results.
The press release issued October 28, 2025, is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 7—Regulation FD
Item 7.01. Regulation FD Disclosure.
On October 28, 2025, the Company issued a press release announcing that, effective as of October 28, 2025, the Company’s Board of Directors approved a $5 billion increase to the Company’s existing stock repurchase authorization, which increased the amount available under the current stock repurchase authorization to approximately $5.8 billion as of such date. Share repurchases may take place from time to time at the Company’s discretion in the open market or through one or more other public or private transactions, subject to, among other things, market conditions, share price, compliance with securities laws and regulatory requirements and other factors. The stock repurchase authorization has no time limit and may be modified, suspended or discontinued at any time.
The press release issued October 28, 2025 is furnished herewith as Exhibit No. 99.2 to this Report, and shall not be deemed filed for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit<br><br>Number | Exhibit Description |
|---|---|
| 99.1 | Press release, dated October 28, 2025, issued by Carrier Global Corporation(Earnings). |
| 99.2 | Press release, dated October 28, 2025, issued by Carrier Global Corporation (Share repurchase authorization). |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 hereunto duly authorized.
| CARRIER GLOBAL CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Date: October 28, 2025 | By: | /S/ PATRICK GORIS |
| Patrick Goris | ||
| Senior Vice President and Chief Financial Officer |
Document
Exhibit 99.1
Carrier Reports Third Quarter 2025 Results
•Net sales down 7%; organic sales down 4%
•Total GAAP EPS of $0.47 and adjusted EPS of $0.67
•Net cash flows from operating activities were $341 million and free cash flow was $224 million
•Returned $3 billion to shareholders YTD, including $2.4 billion of share repurchases
•Expecting full-year 2025 sales of ~$22 billion and adjusted EPS of ~$2.65
•Board approves $5 billion share repurchase authorization
PALM BEACH GARDENS, Fla., October 28, 2025 – Carrier Global Corporation (NYSE:CARR), global leader in intelligent climate and energy solutions, today reported financial results for the third quarter of 2025.
"Our team drove continued double-digit aftermarket growth and strong performance in Commercial HVAC1, which grew 30% in the Americas, both of which were more than offset by expected weakness in Residential in the Americas," said Chairman & CEO David Gitlin. “Our previously announced cost reduction actions and continued strength in our data center pipeline and backlog position us well for strong earnings growth in 2026. The $5 billion share repurchase authorization reflects confidence in our strategy and commitment to delivering superior value for our shareholders."
1.Excludes NORESCO
Third Quarter 2025 Results
Total Company
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended <br>September 30 | ||||||||
| (In millions) | 2025 | 2024 | Change | |||||
| Net sales | $ | 5,579 | $ | 5,984 | (7) | % | ||
| Organic sales | (4) | % | ||||||
| Operating profit | $ | 539 | $ | 763 | (29) | % | ||
| Operating margin | 9.7 | % | 12.8 | % | (310) bps | |||
| Adjusted operating profit | $ | 823 | $ | 1,044 | (21) | % | ||
| Adjusted operating margin | 14.8 | % | 17.4 | % | (260) bps | |||
| Diluted earnings per share: | ||||||||
| Continuing operations | $ | 0.47 | $ | 0.62 | (24) | % | ||
| Continuing operations - Adjusted | $ | 0.67 | $ | 0.77 | (13) | % |
Carrier’s third-quarter sales of $5.6 billion decreased 7% compared to the prior year. An organic sales decline of 4% and a 4% headwind from net divestitures from the sale of Commercial Refrigeration in Q4 2024 were partially offset by a 1% tailwind from foreign currency translation.
GAAP operating profit of $539 million in the quarter declined 29% from last year reflecting weaker residential end-markets and distributor destocking in the Americas, partially offset by the absence of prior year backlog and inventory step-up amortization.
Adjusted operating profit of $823 million was down 21% primarily due to lower volume in our CSA Residential business. Net earnings from continuing operations were $407 million and adjusted net earnings from continuing operations were $576 million. GAAP EPS from continuing operations was $0.47 and adjusted EPS was $0.67, down 24% and 13% year-over-year, respectively. The declines were primarily driven by lower operating profit, partially offset by a lower tax rate and benefits of a lower share count.
Climate Solutions Americas (CSA)
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended <br>September 30 | ||||||||
| (In millions) | 2025 | 2024 | Change | |||||
| Net sales | $ | 2,711 | $ | 2,961 | (8) | % | ||
| Organic sales | (8) | % | ||||||
| Segment operating profit | $ | 533 | $ | 750 | (29) | % | ||
| Segment operating margin | 19.7 | % | 25.3 | % | (560) bps |
CSA segment sales declined 8%. Organic sales were down 8% with continued strength in Commercial1 up 30%, more than offset by lower volumes in Residential, down about 30%, and Light Commercial down 4%.
Segment operating margin decreased 560 basis points, reflecting the significant volume decline in the Residential business.
Climate Solutions Europe (CSE)
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended <br>September 30 | ||||||||
| (In millions) | 2025 | 2024 | Change | |||||
| Net sales | $ | 1,290 | $ | 1,246 | 4 | % | ||
| Organic sales | (3) | % | ||||||
| Segment operating profit | $ | 120 | $ | 129 | (7) | % | ||
| Segment operating margin | 9.3 | % | 10.4 | % | (110) bps |
CSE segment sales increased 4%. Organic sales were down 3% with Residential and Light Commercial down low-single digits and Commercial down mid-single digits.
Segment operating margin decreased 110 basis points driven by strong productivity, including cost synergies, more than offset by lower organic sales and mix.
1.Excludes NORESCO
Climate Solutions Asia Pacific, Middle East & Africa (CSAME)
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended <br>September 30 | ||||||||
| (In millions) | 2025 | 2024 | Change | |||||
| Net sales | $ | 833 | $ | 840 | (1) | % | ||
| Organic sales | (2) | % | ||||||
| Segment operating profit | $ | 97 | $ | 106 | (8) | % | ||
| Segment operating margin | 11.6 | % | 12.6 | % | (100) bps |
CSAME segment sales declined 1%. Organic sales were down 2% mainly driven by Residential and Light Commercial (RLC) in China, partially offset by continued strong growth in India and the Middle East.
Segment operating margin decreased 100 basis points with strong productivity more than offset by lower sales.
Climate Solutions Transportation (CST)
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended <br>September 30 | ||||||||
| (In millions) | 2025 | 2024 | Change | |||||
| Net sales | $ | 745 | $ | 937 | (20) | % | ||
| Organic sales | 6 | % | ||||||
| Segment operating profit | $ | 115 | $ | 137 | (16) | % | ||
| Segment operating margin | 15.4 | % | 14.6 | % | 80 bps |
CST sales declined 20% driven by the impact from the divestiture of Commercial Refrigeration. Organic sales increased 6% with 50% growth in Container, partially offset by a decline in Global Truck and Trailer, down mid-single digits.
Segment operating margin increased 80 basis points largely due to the Commercial Refrigeration exit during Q4 2024, partially offset by mix.
Cash Flow
| (Unaudited) | (Unaudited) | |||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br> September 30, | Nine Months Ended<br>September 30, | |||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||
| Net cash flows provided by operating activities | $ | 341 | $ | (269) | $ | 1,473 | $ | 431 |
| Less: Capital expenditures - continuing operations | (117) | (92) | (261) | (302) | ||||
| Less: Capital expenditures - discontinued operations | — | (5) | — | (10) | ||||
| Free cash flow | $ | 224 | $ | (366) | $ | 1,212 | $ | 119 |
Net cash flows generated from operating activities were $341 million and capital expenditures were $117 million, resulting in free cash flow of $224 million.
Full-Year 2025 Guidance**
| Current Guidance** | Prior Guidance | |
|---|---|---|
| Sales | ~$22 billion<br><br>~$750 million revenue headwind from CCR exit<br><br>Organic* ~flat<br><br>FX 1%<br><br>Acquisitions 0%<br><br>Divestitures (3%) | ~$23 billion<br><br>~$750 million revenue headwind from CCR exit<br><br>Organic* up MSD<br><br>FX 1%<br><br>Acquisitions 0%<br><br>Divestitures (3%) |
| Adjusted Operating Margin* | 15.0% – 15.5%<br><br>~(50) bps Y/Y | 16.5% – 17.0%<br><br>+ ~100 bps Y/Y |
| Adjusted EPS* | ~$2.65<br><br>+~4% Y/Y | $3.00 – $3.10<br><br>~17-21% Y/Y |
| Free Cash Flow* | ~$2 billion<br><br>Includes the expected results of continuing and discontinued operations | $2.4 – $2.6 billion<br><br>Includes the expected results of continuing and discontinued operations |
*Note: When the company provides expectations for organic sales, adjusted operating profit, adjusted operating margin, adjusted EPS and free cash flow on a forward-looking basis, a reconciliation of the differences between the non-GAAP expectations and the corresponding GAAP measures generally is not available without unreasonable effort. See “Use and Definitions of Non-GAAP Financial Measures” below for additional information.
**As of October 28, 2025
Conference Call
Carrier will host a webcast of its earnings conference call today, Tuesday, October 28, at 7:30 a.m. ET. To access the webcast, visit the Events & Presentations section of the Carrier Investor Relations site at ir.carrier.com/news-and-events/events-and-presentations or to listen to the earnings call by phone, participants must pre-register at Carrier Earnings Call Registration. All registrants will receive dial-in information and a PIN allowing access to the live call.
Cautionary Statement
This communication contains 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. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases including the recent increase in Carrier's share repurchase authorization, tax rates and other measures of financial performance or potential future plans, strategies or transactions of Carrier, cost optimization actions, market conditions including with respect to residential end-markets, data center and otherwise, growth prospects for 2026 and beyond, Carrier's guidance for full-year 2025, Carrier's plans with respect to our indebtedness and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation, those described below and under the section titled “Risk Factors” in our most recent Annual Report on Form 10-K and in subsequent reports that we file with the SEC: the effect of economic conditions in the industries and markets in which Carrier and our businesses operate in the U.S. and globally and any changes therein, including financial market conditions, inflationary cost pressures, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction, the impact of weather conditions, pandemic health issues, natural disasters and the financial condition of our customers and suppliers; challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services; future levels of capital spending and research and development spending; future availability of
credit and factors that may affect such availability, including credit market conditions and Carrier's capital structure and credit ratings; the timing and scope of future repurchases of Carrier's common stock, including market conditions and the level of other investing activities and uses of cash; delays and disruption in the delivery of materials and services from suppliers; cost reduction efforts and restructuring costs and savings and other consequences thereof; new business and investment opportunities; the outcome of legal proceedings, investigations and other contingencies; the impact of pension plan assumptions on future cash contributions and earnings; the impact of the negotiation of collective bargaining agreements and labor disputes; the effect of changes in political conditions in the U.S. and other countries in which Carrier and our businesses operate, including the effect of ongoing uncertainty and/or changes in U.S. trade policies, on general market conditions, global trade policies, the imposition of tariffs, and currency exchange rates in the near term and beyond; the effect of changes in tax, environmental, regulatory (including among other things import/export) and other laws and regulations in the U.S. and other countries in which we and our businesses operate; the ability of Carrier to retain and hire key personnel; the scope, nature, impact or timing of acquisition and divestiture activity, such as our portfolio transformation transactions, including among other things integration of acquired businesses into existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs; a determination by the IRS and other tax authorities that the distribution of Carrier from RTX Corporation (f/k/a United Technologies Corporation or certain related transactions should be treated as taxable transactions; and risks associated with current and future indebtedness, as well as our ability to reduce indebtedness and the timing thereof. The forward-looking statements speak only as of the date of this communication. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information as to factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements is disclosed from time to time in our other filings with the SEC.
About Carrier
Carrier Global Corporation, global leader in intelligent climate and energy solutions, is committed to creating innovations that bring comfort, safety and sustainability to life. Through cutting-edge advancements in climate solutions such as temperature control, air quality and transportation, we improve lives, empower critical industries and ensure the safe transport of food, life-saving medicines and more. Since inventing modern air conditioning in 1902, we lead with purpose: enhancing the lives we live and the world we share. We continue to lead because of our world-class, inclusive workforce that puts the customer at the center of everything we do. For more information, visit corporate.carrier.com or follow Carrier on social media at @Carrier.
Carrier. For the World We Share.
CARR-IR
Contact:
Investor Relations
Michael Rednor
561-365-2020
InvestorRelations@Carrier.com
Media Inquiries
Jason Shockley
561-542-0207
Jason.Shockley@Carrier.com
SELECTED FINANCIAL DATA, NON-GAAP MEASURES AND DEFINITIONS
Following are tables that present selected financial data of Carrier Global Corporation (“Carrier”).
As a result of Carrier's portfolio transformation, Carrier revised its reportable segments during the first quarter of 2025 to better reflect its business strategy, align its management reporting and increase transparency for investors. In connection with the revised structure, the Chief Operating Decision Maker changed the measure used to evaluate segment profitability from Operating profit to Segment operating profit. It represents operating profit (a measure prepared in accordance with accounting principles generally accepted in the United States (“GAAP”)) adjusted to exclude restructuring costs, amortization of acquired intangible assets and other significant items of a nonoperational nature. All prior period comparative information has been recast to reflect the revised segment structure.
Use and Definitions of Non-GAAP Financial Measures
Carrier reports its financial results in accordance with GAAP. We supplement the reporting of our financial information determined under GAAP with certain non-GAAP financial information. The non-GAAP information presented provides investors with additional useful information, but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. We encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. A reconciliation of the non-GAAP measures to the corresponding amounts prepared in accordance with GAAP appears in the tables in this Appendix. The tables provide additional information as to the items and amounts that have been excluded from the adjusted measures.
Organic sales, adjusted operating profit, adjusted operating margin, adjusted net income, adjusted earnings per share (“EPS”), adjusted effective tax rate and net debt are non-GAAP financial measures and are associated with Carrier's continuing operations unless specifically noted.
Organic sales represents consolidated net sales (a GAAP measure), excluding the impact of foreign currency translation, acquisitions and divestitures completed in the preceding twelve months and other significant items of a nonoperational nature (hereinafter referred to as “other significant items”). Adjusted operating profit represents consolidated operating profit (a GAAP measure), excluding restructuring costs, amortization of acquired intangibles and other significant items. Adjusted operating margin represents adjusted operating profit as a percentage of consolidated net sales (a GAAP measure). Adjusted net income represents net income attributable to common shareowners (a GAAP measure), excluding restructuring costs, amortization of acquired intangibles and other significant items. Adjusted EPS represents diluted earnings per share (a GAAP measure), excluding restructuring costs, amortization of acquired intangibles and other significant items. The adjusted effective tax rate represents the effective tax rate (a GAAP measure), excluding restructuring costs, amortization of acquired intangibles and other significant items. Net debt represents long-term debt (a GAAP measure) less cash and cash equivalents (a GAAP measure).
Free cash flow is a non-GAAP financial measure that represents net cash flows provided by continuing operating activities (a GAAP measure) less capital expenditures. Management believes free cash flow is a useful measure of liquidity and an additional basis for assessing Carrier’s ability to fund its activities, including the financing of acquisitions, debt service, repurchases of Carrier's common stock and distribution of earnings to shareowners. Orders are contractual commitments with customers to provide specified goods or services for an agreed upon price and may not be subject to penalty if cancelled.
When Carrier provides our expectations for organic sales, adjusted operating profit, adjusted operating margin, adjusted effective tax rate, adjusted EPS and free cash flow on a forward-looking basis, a reconciliation of the differences between the non-GAAP expectations and the corresponding GAAP measures generally is not available without unreasonable effort due to potentially high variability, complexity and low visibility as to the items that would be excluded from the GAAP measure in the relevant future period, such as unusual gains and losses, the ultimate outcome of pending litigation, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, future restructuring costs, and other structural changes or their probable significance. The variability of the excluded items may have a significant, and potentially unpredictable, impact on our future GAAP results.
Carrier Global Corporation
Condensed Consolidated Statement of Operations
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br> September 30, | Nine Months Ended<br>September 30, | |||||||
| (In millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||
| Net sales | ||||||||
| Product sales | $ | 4,906 | $ | 5,307 | $ | 15,035 | $ | 15,460 |
| Service sales | 673 | 677 | 1,875 | 1,878 | ||||
| Total Net sales | 5,579 | 5,984 | 16,910 | 17,338 | ||||
| Costs and expenses | ||||||||
| Cost of products sold | (3,656) | (3,796) | (10,881) | (11,245) | ||||
| Cost of services sold | (474) | (511) | (1,366) | (1,456) | ||||
| Research and development | (151) | (172) | (465) | (524) | ||||
| Selling, general and administrative | (803) | (799) | (2,345) | (2,394) | ||||
| Total Costs and expenses | (5,084) | (5,278) | (15,057) | (15,619) | ||||
| Equity method investment net earnings | 60 | 66 | 182 | 187 | ||||
| Other income (expense), net | (16) | (9) | 36 | (34) | ||||
| Operating profit | 539 | 763 | 2,071 | 1,872 | ||||
| Non-service pension (expense) benefit | (9) | (1) | (8) | (1) | ||||
| Interest (expense) income, net | (97) | 8 | (270) | (290) | ||||
| Earnings before income taxes | 433 | 770 | 1,793 | 1,581 | ||||
| Income tax (expense) benefit | 1 | (172) | (272) | (339) | ||||
| Earnings from continuing operations | 434 | 598 | 1,521 | 1,242 | ||||
| Discontinued operations, net of tax | 21 | (117) | 4 | 1,897 | ||||
| Net earnings (loss) | 455 | 481 | 1,525 | 3,139 | ||||
| Less: Non-controlling interest in subsidiaries' | 27 | 34 | 94 | 86 | ||||
| Net earnings (loss) attributable to common shareowners | $ | 428 | $ | 447 | $ | 1,431 | $ | 3,053 |
| Amounts attributable to common shareowners: | ||||||||
| Continuing operations | $ | 407 | $ | 564 | $ | 1,427 | $ | 1,156 |
| Discontinued operations | 21 | (117) | 4 | 1,897 | ||||
| Net earnings (loss) attributable to common shareowners | $ | 428 | $ | 447 | $ | 1,431 | $ | 3,053 |
| Earnings per share | ||||||||
| Basic: | ||||||||
| Continuing operations | $ | 0.48 | $ | 0.63 | $ | 1.67 | $ | 1.28 |
| Discontinued operations | 0.02 | (0.13) | — | 2.11 | ||||
| Net earnings (loss) | $ | 0.50 | $ | 0.50 | $ | 1.67 | $ | 3.39 |
| Diluted: | ||||||||
| Continuing operations | $ | 0.47 | $ | 0.62 | $ | 1.64 | $ | 1.26 |
| Discontinued operations | 0.03 | (0.13) | 0.01 | 2.08 | ||||
| Net earnings (loss) | $ | 0.50 | $ | 0.49 | $ | 1.65 | $ | 3.34 |
| Weighted-average number of shares outstanding | ||||||||
| Basic | 848.8 | 901.2 | 856.8 | 900.9 | ||||
| Diluted | 858.6 | 915.0 | 867.7 | 914.4 |
Carrier Global Corporation
Condensed Consolidated Balance Sheet
| (Unaudited) | ||||
|---|---|---|---|---|
| (In millions) | September 30, 2025 | December 31, 2024 | ||
| Assets | ||||
| Cash and cash equivalents | $ | 1,423 | $ | 3,969 |
| Accounts receivable, net | 3,129 | 2,651 | ||
| Inventories, net | 3,004 | 2,299 | ||
| Other current assets | 1,283 | 972 | ||
| Total current assets | 8,839 | 9,891 | ||
| Future income tax benefits | 1,199 | 1,131 | ||
| Fixed assets, net | 3,214 | 2,999 | ||
| Operating lease right-of-use assets | 558 | 554 | ||
| Intangible assets, net | 6,560 | 6,432 | ||
| Goodwill | 15,680 | 14,601 | ||
| Pension and post-retirement assets | 50 | 43 | ||
| Equity method investments | 1,381 | 1,194 | ||
| Other assets | 596 | 558 | ||
| Total Assets | $ | 38,077 | $ | 37,403 |
| Liabilities and Equity | ||||
| Accounts payable | $ | 2,959 | $ | 2,458 |
| Accrued liabilities | 4,208 | 4,098 | ||
| Short-term borrowings and current portion of long-term debt | 580 | 1,336 | ||
| Total current liabilities | 7,747 | 7,892 | ||
| Long-term debt | 11,336 | 11,026 | ||
| Future pension and post-retirement obligations | 220 | 214 | ||
| Future income tax obligations | 1,943 | 2,015 | ||
| Operating lease liabilities | 424 | 432 | ||
| Other long-term liabilities | 1,568 | 1,429 | ||
| Total Liabilities | 23,238 | 23,008 | ||
| Equity | ||||
| Common stock | 9 | 9 | ||
| Treasury stock | (6,311) | (3,915) | ||
| Additional paid-in capital | 8,646 | 8,610 | ||
| Retained earnings | 12,530 | 11,483 | ||
| Accumulated other comprehensive loss | (365) | (2,106) | ||
| Non-controlling interest | 330 | 314 | ||
| Total Equity | 14,839 | 14,395 | ||
| Total Liabilities and Equity | $ | 38,077 | $ | 37,403 |
Carrier Global Corporation
Condensed Consolidated Statement of Cash Flows
(Unaudited)
| Three Months Ended<br> September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||
| Operating Activities | ||||||||
| Net earnings (loss) | $ | 455 | $ | 481 | $ | 1,525 | $ | 3,139 |
| Discontinued operations, net of tax | (21) | 117 | (4) | (1,897) | ||||
| Adjustments for non-cash items, net: | ||||||||
| Depreciation and amortization | 325 | 312 | 945 | 914 | ||||
| Deferred income tax provision | (158) | (65) | (316) | (296) | ||||
| Stock-based compensation costs | 11 | 25 | 55 | 65 | ||||
| Equity method investment net earnings | (60) | (66) | (182) | (187) | ||||
| (Gain) loss on extinguishment of debt | — | (88) | — | (88) | ||||
| (Gain) loss on sale of investments | — | (2) | (17) | (2) | ||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable, net | 212 | 97 | (490) | (135) | ||||
| Inventories, net | (116) | 69 | (528) | 76 | ||||
| Accounts payable and accrued liabilities | (208) | (260) | 170 | (258) | ||||
| Distributions from equity method investments | 24 | 24 | 105 | 36 | ||||
| Other operating activities, net | (140) | (45) | (187) | (159) | ||||
| Net cash flows provided by (used in) continuing operating activities | 324 | 599 | 1,076 | 1,208 | ||||
| Net cash flows provided by (used in) discontinued operating activities | 17 | (868) | 397 | (777) | ||||
| Net cash flows provided by (used in) operating activities | 341 | (269) | 1,473 | 431 | ||||
| Investing Activities | ||||||||
| Capital expenditures | (117) | (92) | (261) | (302) | ||||
| Investment in businesses, net of cash acquired | (31) | (94) | (92) | (10,873) | ||||
| Dispositions of businesses | — | — | 8 | — | ||||
| Settlement of derivative contracts, net | 33 | (2) | 120 | (187) | ||||
| Other investing activities, net | (4) | 4 | (7) | 31 | ||||
| Net cash flows provided by (used in) continuing investing activities | (119) | (184) | (232) | (11,331) | ||||
| Net cash flows provided by (used in) discontinued investing activities | — | 1,343 | 35 | 6,217 | ||||
| Net cash flows provided by (used in) investing activities | (119) | 1,159 | (197) | (5,114) | ||||
| Financing Activities | ||||||||
| Increase (decrease) in short-term borrowings, net | 444 | 30 | 387 | 37 | ||||
| Issuance of long-term debt | 17 | 31 | 32 | 2,586 | ||||
| Repayment of long-term debt | (1) | (988) | (1,209) | (4,530) | ||||
| Repurchases of common stock | (785) | (431) | (2,413) | (431) | ||||
| Dividends paid on common stock | (193) | (184) | (583) | (514) | ||||
| Dividends paid to non-controlling interest | (72) | (5) | (81) | (72) | ||||
| Other financing activities, net | (1) | (1) | (18) | (15) | ||||
| Net cash flows provided by (used in) continuing financing activities | (591) | (1,548) | (3,885) | (2,939) | ||||
| Net cash flows provided by (used in) discontinued financing activities | — | 4 | — | (11) | ||||
| Net cash flows provided by (used in) financing activities | (591) | (1,544) | (3,885) | (2,950) | ||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (5) | 64 | 63 | (18) | ||||
| Net increase (decrease) in cash and cash equivalents and restricted cash, including cash classified in current assets held for sale | (374) | (590) | (2,546) | (7,651) | ||||
| Less: Change in cash balances classified as assets held for sale | — | (70) | — | (36) | ||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | (374) | (520) | (2,546) | (7,615) | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 1,800 | 2,758 | 3,972 | 9,853 | ||||
| Cash, cash equivalents and restricted cash, end of period | 1,426 | 2,238 | 1,426 | 2,238 | ||||
| Less: restricted cash | 3 | 14 | 3 | 14 | ||||
| Cash and cash equivalents, end of period | $ | 1,423 | $ | 2,224 | $ | 1,423 | $ | 2,224 |
Carrier Global Corporation
Segment Summary
| (Unaudited) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br> September 30, | Nine Months Ended<br>September 30, | ||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||
| Segment net sales | |||||||||||||
| Climate Solutions Americas | $ | 2,711 | $ | 2,961 | $ | 8,535 | $ | 8,186 | |||||
| Climate Solutions Europe | 1,290 | 1,246 | 3,712 | 3,732 | |||||||||
| Climate Solutions Asia Pacific, Middle East & Africa | 833 | 840 | 2,541 | 2,626 | |||||||||
| Climate Solutions Transportation | 745 | 937 | 2,122 | 2,794 | |||||||||
| Segment net sales | $ | 5,579 | $ | 5,984 | $ | 16,910 | $ | 17,338 | |||||
| Segment operating profit | |||||||||||||
| Climate Solutions Americas | $ | 533 | $ | 750 | $ | 1,982 | $ | 1,888 | |||||
| Climate Solutions Europe | 120 | 129 | 324 | 389 | |||||||||
| Climate Solutions Asia Pacific, Middle East & Africa | 97 | 106 | 353 | 371 | |||||||||
| Climate Solutions Transportation | 115 | 137 | 340 | 388 | |||||||||
| Segment operating profit | $ | 865 | $ | 1,122 | $ | 2,999 | $ | 3,036 | |||||
| Segment operating margin | |||||||||||||
| Climate Solutions Americas | 19.7 | % | 25.3 | % | 23.2 | % | 23.1 | % | |||||
| Climate Solutions Europe | 9.3 | % | 10.4 | % | 8.7 | % | 10.4 | % | |||||
| Climate Solutions Asia Pacific, Middle East & Africa | 11.6 | % | 12.6 | % | 13.9 | % | 14.1 | % | |||||
| Climate Solutions Transportation | 15.4 | % | 14.6 | % | 16.0 | % | 13.9 | % |
Components of Changes in Net Sales
| Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited) | ||||||||||
| Factors Contributing to Total % change in Net Sales | ||||||||||
| Organic | FX Translation | Acquisitions / Divestitures, net | Other | Total | ||||||
| Climate Solutions Americas | (8) | % | — | % | — | % | — | % | (8) | % |
| Climate Solutions Europe | (3) | % | 7 | % | — | % | — | % | 4 | % |
| Climate Solutions Asia Pacific, Middle East & Africa | (2) | % | 1 | % | — | % | — | % | (1) | % |
| Climate Solutions Transportation | 6 | % | 2 | % | (28) | % | — | % | (20) | % |
| Consolidated | (4) | % | 1 | % | (4) | % | — | % | (7) | % |
| Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited) | ||||||||||
| Factors Contributing to Total % change in Net Sales | ||||||||||
| Organic | FX Translation | Acquisitions / Divestitures, net | Other | Total | ||||||
| Climate Solutions Americas | 4 | % | — | % | — | % | — | % | 4 | % |
| Climate Solutions Europe | (3) | % | 2 | % | — | % | — | % | (1) | % |
| Climate Solutions Asia Pacific, Middle East & Africa | (4) | % | 1 | % | — | % | — | % | (3) | % |
| Climate Solutions Transportation | 2 | % | 1 | % | (27) | % | — | % | (24) | % |
| Consolidated | 1 | % | 1 | % | (4) | % | — | % | (2) | % |
Carrier Global Corporation
Reconciliations
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br> September 30, | Nine Months Ended<br>September 30, | |||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||
| Reconciliation to Earnings before income taxes | ||||||||
| Segment operating profit | $ | 865 | $ | 1,122 | $ | 2,999 | $ | 3,036 |
| Corporate and other | (42) | (78) | (162) | (172) | ||||
| Restructuring costs | (50) | (60) | (105) | (97) | ||||
| Amortization of acquired intangibles | (221) | (175) | (636) | (517) | ||||
| Acquisition step-up amortization | — | (31) | — | (251) | ||||
| Acquisition/divestiture-related costs | (13) | (15) | (32) | (87) | ||||
| CCR gain | — | — | 7 | — | ||||
| Viessmann-related hedges | — | — | — | (86) | ||||
| Gain on liability adjustment | — | — | — | 46 | ||||
| Non-service pension (expense) benefit | (9) | (1) | (8) | (1) | ||||
| Interest (expense) income, net | (97) | 8 | (270) | (290) | ||||
| Earnings before income taxes | $ | 433 | $ | 770 | $ | 1,793 | $ | 1,581 |
| (Unaudited) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended<br> September 30, | Nine Months Ended<br>September 30, | |||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||
| Reconciliation of Segment operating profit to Adjusted operating profit | ||||||||
| Climate Solutions Americas | $ | 533 | $ | 750 | $ | 1,982 | $ | 1,888 |
| Climate Solutions Europe | 120 | 129 | 324 | 389 | ||||
| Climate Solutions Asia Pacific, Middle East & Africa | 97 | 106 | 353 | 371 | ||||
| Climate Solutions Transportation | 115 | 137 | 340 | 388 | ||||
| Segment operating profit | $ | 865 | $ | 1,122 | $ | 2,999 | $ | 3,036 |
| Corporate and other | (42) | (78) | (162) | (172) | ||||
| Adjusted operating profit | $ | 823 | $ | 1,044 | $ | 2,837 | $ | 2,864 |
Carrier Global Corporation
Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results
Net Income, Earnings Per Share and Effective Tax Rate
| (Unaudited) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||||||||||||
| (In millions, except per share amounts) | Reported | Adjustments | Adjusted | Reported | Adjustments | Adjusted | ||||||||||||
| Net sales | $ | 5,579 | $ | — | $ | 5,579 | $ | 16,910 | $ | — | $ | 16,910 | ||||||
| Operating profit | $ | 539 | 284 | a | $ | 823 | $ | 2,071 | 766 | a | $ | 2,837 | ||||||
| Operating margin | 9.7 | % | 14.8 | % | 12.2 | % | 16.8 | % | ||||||||||
| Earnings before income taxes | $ | 433 | 295 | a, b | $ | 728 | $ | 1,793 | 777 | a, b | $ | 2,570 | ||||||
| Income tax (expense) benefit | $ | 1 | (126) | c | $ | (125) | $ | (272) | (259) | c | $ | (531) | ||||||
| Effective tax rate | (0.2) | % | 17.2 | % | 15.2 | % | 20.7 | % | ||||||||||
| Earnings from continuing operations attributable to common shareowners | $ | 407 | $ | 169 | $ | 576 | $ | 1,427 | $ | 518 | $ | 1,945 | ||||||
| Summary of Adjustments: | ||||||||||||||||||
| Restructuring costs | $ | 50 | a | $ | 105 | a | ||||||||||||
| Amortization of acquired intangibles | 221 | a | 636 | a | ||||||||||||||
| Acquisition/divestiture-related costs | 13 | a | 32 | a | ||||||||||||||
| CCR gain | — | a | (7) | a | ||||||||||||||
| Defined benefit pension settlement | 11 | b | 11 | b | ||||||||||||||
| Total adjustments | $ | 295 | $ | 777 | ||||||||||||||
| Tax effect on adjustments above | $ | (77) | $ | (204) | ||||||||||||||
| Tax specific adjustments | (49) | (55) | ||||||||||||||||
| Total tax adjustments | $ | (126) | c | $ | (259) | c | ||||||||||||
| Diluted shares outstanding | 858.6 | 858.6 | 867.7 | 867.7 | ||||||||||||||
| Diluted earnings per share: | ||||||||||||||||||
| Continuing operations | $ | 0.47 | $ | 0.67 | $ | 1.64 | $ | 2.24 |
Carrier Global Corporation
Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results
Net Income, Earnings Per Share and Effective Tax Rate
| (Unaudited) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | |||||||||||||||||
| (In millions, except per share amounts) | Reported | Adjustments | Adjusted | Reported | Adjustments | Adjusted | ||||||||||||
| Net sales | $ | 5,984 | $ | — | $ | 5,984 | $ | 17,338 | $ | — | $ | 17,338 | ||||||
| Operating profit | $ | 763 | 281 | a | $ | 1,044 | $ | 1,872 | 992 | a | $ | 2,864 | ||||||
| Operating margin | 12.8 | % | 17.4 | % | 10.8 | % | 16.5 | % | ||||||||||
| Earnings before income taxes | $ | 770 | 195 | a, b | $ | 965 | $ | 1,581 | 918 | a, b | $ | 2,499 | ||||||
| Income tax (expense) benefit | $ | (172) | (54) | c | $ | (226) | $ | (339) | (227) | c | $ | (566) | ||||||
| Effective tax rate | 22.2 | % | 23.3 | % | 21.4 | % | 22.6 | % | ||||||||||
| Earnings from continuing operations attributable to common shareowners | $ | 564 | $ | 141 | $ | 705 | $ | 1,156 | $ | 691 | $ | 1,847 | ||||||
| Summary of Adjustments: | ||||||||||||||||||
| Restructuring costs | 60 | a | 97 | a | ||||||||||||||
| Amortization of acquired intangibles | $ | 175 | a | $ | 517 | a | ||||||||||||
| Acquisition/divestiture-related costs | 15 | a | 87 | a | ||||||||||||||
| Acquisition step-up amortization (1) | 31 | a | 251 | a | ||||||||||||||
| Viessmann-related hedges | — | a | 86 | a | ||||||||||||||
| Gain on liability adjustment (2) | — | a | (46) | a | ||||||||||||||
| Debt extinguishment (gain) | (97) | b | (97) | b | ||||||||||||||
| Debt prepayment costs | $ | 11 | b | $ | 23 | b | ||||||||||||
| Total adjustments | $ | 195 | $ | 918 | ||||||||||||||
| Tax effect on adjustments above | $ | (54) | $ | (227) | ||||||||||||||
| Total tax adjustments | $ | (54) | c | $ | (227) | c | ||||||||||||
| Diluted shares outstanding | 915.0 | 915.0 | 914.4 | 914.4 | ||||||||||||||
| Diluted earnings per share: | ||||||||||||||||||
| Continuing operations | $ | 0.62 | $ | 0.77 | $ | 1.26 | $ | 2.02 |
(1) Amortization of the step-up to fair value of acquired inventory and backlog.
(2) Gain associated with an adjustment to our tax-related liability owed to UTC.
Free Cash Flow Reconciliation
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br> September 30, | Nine Months Ended<br>September 30, | |||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | ||||
| Net cash flows provided by operating activities | $ | 341 | $ | (269) | $ | 1,473 | $ | 431 |
| Less: Capital expenditures - continuing operations | (117) | (92) | (261) | (302) | ||||
| Less: Capital expenditures - discontinued operations | — | (5) | — | (10) | ||||
| Free cash flow | $ | 224 | $ | (366) | $ | 1,212 | $ | 119 |
Net Debt Reconciliation
| (Unaudited) | ||||
|---|---|---|---|---|
| (In millions) | September 30, 2025 | December 31, 2024 | ||
| Long-term debt | $ | 11,336 | $ | 11,026 |
| Short-term borrowings and current portion of long-term debt | 580 | 1,336 | ||
| Less: Cash and cash equivalents | 1,423 | 3,969 | ||
| Net debt | $ | 10,493 | $ | 8,393 |
18
Document
Exhibit 99.2
Carrier’s Board Approves $5 Billion Share Repurchase Authorization
PALM BEACH GARDENS, Fla., October 28, 2025 – Carrier Global Corporation (NYSE: CARR), global leader in intelligent climate and energy solutions, today announced that its Board of Directors approved a $5 billion share repurchase authorization.
“This authorization reflects confidence in our strategy and commitment to delivering superior value for our shareholders,” said Chairman & CEO David Gitlin.
Share repurchases may take place from time to time, subject to among other things, market conditions, share price, compliance with securities laws and regulatory requirements and other factors, and at the company’s discretion in the open market or through one or more other public or private transactions. The new authorization is in addition to the remaining balance, as of September 30, 2025, of approximately $800 million, increasing the total current repurchase authorization to approximately $5.8 billion.
Cautionary Statement
This communication contains statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws. These forward-looking statements are intended to provide management's current expectations or plans for Carrier's share repurchase authorization, 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. 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 including risks associated with Carrier’s share repurchase authorization,
including that there is no minimum number of shares that Carrier is required to repurchase thereunder, and that Carrier’s board may suspend or terminate the authorization at any time. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see Carrier's reports on Forms 10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission from time to time. Any forward-looking statement speaks only as of the date on which it is made, and Carrier assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
About Carrier
Carrier Global Corporation, global leader in intelligent climate and energy solutions, is committed to creating innovations that bring comfort, safety and sustainability to life. Through cutting-edge advancements in climate solutions such as temperature control, air quality and transportation, we improve lives, empower critical industries and ensure the safe transport of food, life-saving medicines and more. Since inventing modern air conditioning in 1902, we lead with purpose: enhancing the lives we live and the world we share. We continue to lead because of our world-class, inclusive workforce that puts the customer at the center of everything we do. For more information, visit corporate.carrier.com or follow Carrier on social media at @Carrier.
Carrier. For the World We Share.
CARR-IR
Contact:
Investor Relations
Michael Rednor
561-365-2020
InvestorRelations@Carrier.com
Media Inquiries
Jason Shockley
561-542-0207
Jason.Shockley@Carrier.com