carr-20220428
April 28, 2022FALSE000178318000017831802022-04-282022-04-28


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): April 28, 2022

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)CARRNew 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 April 28, 2022, Carrier Global Corporation (“Carrier” or the “Company”) issued a press release announcing its first quarter 2022 results.

The press release issued April 28, 2022 is furnished herewith as Exhibit No. 99 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, 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. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Exhibit Description
99
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: April 28, 2022
By:
/S/ PATRICK GORIS
Patrick Goris
Senior Vice President and Chief Financial Officer


Document



Exhibit 99
https://cdn.kscope.io/8c43f094a4120882d82b523c698719a4-carrierlogo100a.gif

Carrier Reports First Quarter 2022 Results


Net sales down 1% versus 2021 driven by the Chubb divestiture; organic sales up 10%
GAAP EPS of $1.58 and adjusted EPS of $0.54
Operating margin up over 2,500 basis points due to the gain on the sale of Chubb; adjusted operating margin expansion of 110 basis points
Price/cost neutral
Net cash outflows from operating activities were $202 million and free cash flow usage was $258 million
Reaffirming full-year 2022 outlook for sales, adjusted operating margin, adjusted EPS and free cash flow*
PALM BEACH GARDENS, Fla., April 28, 2022Carrier Global Corporation (NYSE:CARR), leading global provider of healthy, safe, sustainable and intelligent building and cold chain solutions, today reported financial results for the first quarter of 2022 and reiterated its full year outlook.
“Demand for our innovative solutions was strong in the first quarter as customers leverage our differentiated offerings to improve indoor environments and achieve their sustainability goals,” said Carrier Chairman & CEO Dave Gitlin. “This drove double-digit organic sales growth and strong adjusted operating margin expansion, both of which exceeded our expectations. We are encouraged by this momentum and confident that key secular trends and our differentiated life-cycle solutions will drive continued strong growth.”
First Quarter 2022 Results
Carrier’s first quarter sales of $4.7 billion were down 1% compared to the prior year and organic sales grew 10% over the same period. Excluding Chubb sales from the first quarter of 2021, sales were up about 12%. Sales strength continued in the HVAC segment, with North America residential, light commercial, and controls all up over 20% in the quarter. Refrigeration sales were up 1% organically despite the difficult comparison against
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a record quarter for the Container business in 2021. Sales for the Fire and Security segment were up 4% organically. Excluding Chubb sales from the first quarter of 2021, Fire and Security segment sales were up 8%.
GAAP operating profit in the quarter of $1.7 billion was up over 200% from last year driven by the gain on the sale of Chubb and adjusted operating profit of $650 million was up 7%. Better than expected price realization helped mitigate continued supply chain challenges related to cost and availability headwinds. Price/cost was neutral in the first quarter.
Net income was $1.4 billion and adjusted net income was $473 million. GAAP EPS was $1.58 and adjusted EPS was $0.54. Net cash flows used in operating activities were $202 million and capital expenditures were $56 million, resulting in a free cash outflow of $258 million. The outflow was driven by working capital increases including the normal seasonal inventory build and the impact of supply chain challenges. During the first-quarter, Carrier repurchased $741 million of its common stock, repurchased $1.15 billion of its long-term notes and received $2.9 billion in cash proceeds from the divestiture of Chubb.
Full-Year 2022 Outlook**
Carrier reaffirmed the following outlook for 2022, excluding the pending Toshiba acquisition:
2022 Outlook
~$20B
SalesOrganic* up HSD
FX ~(1%)
Acquisitions ~1%
Divestitures ~(10%)
Adjusted Operating Margin *Up ~75 bps Y/Y
Adjusted EPS *$2.20 - $2.30
Free Cash Flow *~$1.65B
Includes ~$200M in tax payments on Chubb gain

*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 April 28, 2022
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Conference Call
Carrier will host a webcast of its earnings conference call today, Thursday, April 28, 2022, at 8:30 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, dial (877) 742-9091.


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 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 from United Technologies Corporation (the "Separation"), since renamed Raytheon Technologies Corporation. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax rates and other measures of financial performance or potential future plans, strategies or transactions of Carrier, the estimated costs associated with the Separation, Carrier's plans with respect to its 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 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.






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Contact:                        Media Inquiries
Danielle Canzanella
561-365-1101
Danielle.Canzanella@Carrier.com

Investor Relations
Sam Pearlstein
561-365-2251
Sam.Pearlstein@Carrier.com


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SELECTED FINANCIAL DATA, NON-GAAP MEASURES AND DEFINITIONS

Following are tables that present selected financial data of Carrier Global Corporation (“Carrier”). Also included are reconciliations of non-GAAP measures to their most comparable GAAP measures.

Use and Definitions of Non-GAAP Financial Measures
Carrier reports its financial results in accordance with accounting principles generally accepted in the United States ("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 attached to this release. 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, incremental margins / earnings conversion, earnings before interest, taxes and depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted net income, adjusted earnings per share (“EPS”), the adjusted effective tax rate, and net debt are non-GAAP financial measures.

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 operating profit (a GAAP measure), excluding restructuring costs and other significant items. Adjusted operating margin represents adjusted operating profit as a percentage of net sales (a GAAP measure). Incremental margins / earnings conversion represents the year-over-year change in adjusted operating profit divided by the year-over-year change in net sales. EBITDA represents net income attributable to common shareholders (a GAAP measure), adjusted for interest income and expense, income tax expense, and depreciation and amortization. Adjusted EBITDA represents EBITDA, as calculated above, excluding non-service pension benefit, non-controlling interest in subsidiaries’ earnings from operations, restructuring costs and other significant items. Adjusted net income represents net income attributable to common shareowners (a GAAP measure), excluding restructuring costs and other significant items. Adjusted EPS represents diluted earnings per share (a GAAP measure), excluding restructuring costs and other significant items. The adjusted effective tax rate represents the effective tax rate (a GAAP measure), excluding restructuring costs and other significant items. Net debt represents long-term debt (a GAAP measure) less cash and cash equivalents. For the business segments, when applicable, adjustments of operating profit and operating margins represent operating profit, excluding restructuring and other significant items.

Free cash flow is a non-GAAP financial measure that represents net cash flows provided by 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.

When we provide our expectations for organic sales, adjusted operating profit, adjusted operating margin, adjusted effective tax rate, incremental margins/earnings conversion, 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 (expected net sales, operating profit, operating margin, effective tax rate, incremental operating margin, diluted EPS and net cash flows provided by operating activities) 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.
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Carrier Global Corporation
Condensed Consolidated Statement of Operations

(Unaudited)
For the Three Months Ended March 31,
(In millions, except per share amounts)20222021
Net sales:
Product sales$4,170 $3,864 
Service sales484 835 
Total Net sales4,654 4,699 
Costs and expenses
Cost of products sold(2,998)(2,724)
Cost of services sold(363)(581)
Research and development(125)(121)
Selling, general and administrative(601)(743)
Total Costs and expenses(4,087)(4,169)
Equity method investment net earnings58 38 
Other income (expense), net1,112 
Operating profit1,737 571 
Non-service pension (expense) benefit (1)18 
Interest (expense) income, net(48)(93)
Income from operations before income taxes1,688 496 
Income tax (expense) benefit(301)(104)
Net income from operations1,387 392 
Less: Non-controlling interest in subsidiaries' earnings from operations
Net income attributable to common shareowners$1,379 $384 
Earnings per share
Basic$1.62 $0.44 
Diluted$1.58 $0.43 
Weighted average number of shares outstanding
Basic853.3869.3
Diluted874.1889.8



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Carrier Global Corporation
Condensed Consolidated Balance Sheet
(Unaudited)
(In millions)March 31, 2022December 31, 2021
Assets
Cash and cash equivalents$3,604 $2,987 
Accounts receivable, net2,599 2,403 
Contract assets, current655 503 
Inventories, net2,358 1,970 
Assets held for sale— 3,168 
Other assets, current386 376 
Total current assets9,602 11,407 
Future income tax benefits517 563 
Fixed assets, net1,825 1,826 
Operating lease right-of-use assets596 640 
Intangible assets, net488 509 
Goodwill9,288 9,349 
Pension and post-retirement assets37 43 
Equity method investments1,638 1,593 
Other assets202 242 
Total Assets$24,193 $26,172 
Liabilities and Equity
Accounts payable$2,519 $2,334 
Accrued liabilities2,330 2,561 
Contract liabilities, current426 415 
Liabilities held for sale— 1,134 
Current portion of long-term debt256 183 
Total current liabilities5,531 6,627 
Long-term debt8,305 9,513 
Future pension and post-retirement obligations376 380 
Future income tax obligations366 354 
Operating lease liabilities491 527 
Other long-term liabilities1,694 1,677 
Total Liabilities16,763 19,078 
Equity
Common stock
Treasury stock(1,270)(529)
Additional paid-in capital5,415 5,411 
Retained earnings4,244 2,865 
Accumulated other comprehensive loss(1,297)(989)
Non-controlling interest329 327 
Total Equity7,430 7,094 
Total Liabilities and Equity$24,193 $26,172 




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Carrier Global Corporation
Condensed Consolidated Statement of Cash Flows
(Unaudited)
For the Three Months Ended March 31,
(In millions)20222021
Operating Activities
Net income from operations$1,387 $392 
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization79 83 
Deferred income tax provision48 (2)
Stock-based compensation costs21 19 
Equity method investment net earnings(58)(38)
Distributions from equity method investments11 12 
(Gain) loss on extinguishment of debt(36)— 
(Gain) loss on sale of investments(1,112)— 
Changes in operating assets and liabilities
Accounts receivable, net(207)(83)
Contract assets, current(154)(44)
Inventories, net(390)(248)
Other assets, current(15)(23)
Accounts payable and accrued liabilities132 151 
Contract liabilities, current13 39 
Defined benefit plan contributions(4)(24)
Other operating activities, net83 (50)
Net cash flows provided by (used in) operating activities(202)184 
Investing Activities
Capital expenditures(56)(53)
Investments in businesses, net of cash acquired(9)(6)
Disposition of businesses2,935 — 
Settlement of derivative contracts, net(32)
Other investing activities, net(18)
Net cash flows provided by (used in) investing activities2,820 (49)
Financing Activities
Increase (decrease) in short-term borrowings, net(33)28 
Issuance of long-term debt14 51 
Repayment of long-term debt(1,123)(570)
Repurchases of common stock(734)(36)
Dividends paid on common stock(129)(104)
Dividends paid to non-controlling interest— (5)
Other financing activities, net(15)(7)
Net cash flows provided by (used in) financing activities(2,020)(643)
Effect of foreign exchange rate changes on cash and cash equivalents(1)(9)
Net increase (decrease) in cash and cash equivalents and restricted cash597 (517)
Cash, cash equivalents and restricted cash, beginning of period3,025 3,120 
Cash, cash equivalents and restricted cash, end of period3,622 2,603 
Less: restricted cash18 
Cash and cash equivalents, end of period$3,604 $2,599 

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Carrier Global Corporation
Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP)
Operating Profit

(Unaudited)
For the Three Months Ended March 31, 2022
(In millions)HVACRefrigerationFire & SecurityEliminations and OtherGeneral Corporate ExpensesCarrier
Net sales$2,970 $976 $818 $(110)$ $4,654 
Segment operating profit$470 $107 $1,218 $(24)$(34)$1,737 
Reported operating margin15.8 %11.0 %148.9 %37.3 %
Adjustments to segment operating profit:
Restructuring costs$$— $$— $— $10 
Chubb gain— — (1,112)— — (1,112)
Acquisition and other related costs— — — — 
Russia/Ukraine asset impairment— — — 
Total adjustments to operating profit$$$(1,102)$— $$(1,087)
Adjusted operating profit$474 $112 $116 $(24)$(28)$650 
Adjusted operating margin16.0 %11.5 %14.2 %14.0 %

(Unaudited)
For the Three Months Ended March 31, 2021
(In millions)HVACRefrigerationFire & SecurityEliminations and OtherGeneral Corporate ExpensesCarrier
Net sales$2,486 $1,005 $1,304 $(96)$ $4,699 
Segment operating profit$365 $127 $150 $(40)$(31)$571 
Reported operating margin14.7 %12.6 %11.5 %12.2 %
Adjustments to segment operating profit:
Restructuring costs$$$11 $— $$18 
Chubb transaction costs— — — — 
Separation costs— — — 15 116 
Total adjustments to operating profit$$$14 $15 $$37 
Adjusted operating profit$369 $129 $164 $(25)$(29)$608 
Adjusted operating margin14.8 %12.8 %12.6 %12.9 %

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Carrier Global Corporation
Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results
Net Income, Earnings Per Share, and Effective Tax Rate


(Unaudited)
For the Three Months Ended March 31, 2022
(In millions, except per share amounts)ReportedAdjustmentsAdjusted
Net sales$4,654 $— $4,654 
Operating profit$1,737 (1,087)a$650 
Operating margin37.3 %14.0 %
Income from operations before income taxes$1,688 (1,115)a,b$573 
Income tax expense$(301)209 c$(92)
Income tax rate17.8 %16.0 %
Net income attributable to common shareowners$1,379 $(906)$473 
Summary of Adjustments:
Restructuring costs$10 a
Chubb (gain) loss(1,112)a
Acquisition and othera
Russia/Ukraine asset impairmenta
Debt extinguishment (gain), net (1)
(28)b
Total adjustments$(1,115)
Tax effect on adjustments above$209 
Total tax adjustments$209 c
Shares outstanding - Diluted874.1 874.1 
Earnings per share - Diluted$1.58 $0.54 
(1) The Company repurchased approximately $1.15 billion of aggregate principal senior notes on March 30, 2022 and recognized a net gain of $33 million and wrote-off $5 million of unamortized deferred financing costs in Interest (expense) income, net on the accompanying Unaudited Condensed Consolidated Statement of Operations.
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Carrier Global Corporation
Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results
Net Income, Earnings Per Share, and Effective Tax Rate


(Unaudited)
For the Three Months Ended March 31, 2021
(In millions, except per share amounts)ReportedAdjustmentsAdjusted
Net sales$4,699 $ $4,699 
Operating profit$571 37 a$608 
Operating margin12.2 %12.9 %
Income from operations before income taxes$496 56 a,b$552 
Income tax expense$(104)(13)c$(117)
Income tax rate21.0 %21.1 %
Net income attributable to common shareowners$384 $43 $427 
Summary of Adjustments:
Restructuring costs$18 a
Separation costs16 a
Acquisition and other related costsa
Debt issuance costs19 b
Total adjustments$56 
Tax effect on adjustments above$(13)
Total tax adjustments$(13)c
Shares outstanding - Diluted889.8 889.8 
Earnings per share - Diluted$0.43 $0.48 

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Carrier Global Corporation
Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results


Components of Changes in Net Sales

For the Three Months Ended March 31, 2022 Compared with the Three Months Ended March 31, 2021
(Unaudited)
Factors Contributing to Total % change in Net Sales
OrganicFX TranslationAcquisitions / Divestitures, netOtherTotal
HVAC 18 %(2)%%— %19 %
Refrigeration%(4)%— %— %(3)%
Fire & Security%(1)%(40)%— %(37)%
Consolidated10 %(1)%(10)% %(1)%

Carrier Global Corporation
Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results


Net Sales Excluding Impact of Chubb

(Unaudited)
For the Three Months Ended
March 31, 2021
CarrierFire and Security
Net Sales:
Reported$4,699 $1,304 
Chubb(548)(548)
Net sales excluding impact of Chubb
$4,151 $756 
Percentage increase in Net sales excluding impact of Chubb
12 %8 %



Free Cash Flow Reconciliation
(Unaudited)
Q1Q2Q3Q4FYQ1
(In millions)202120212021202120212022
Net cash flows provided by (used in) operating activities$184 $561 $579 $913 $2,237 $(202)
Less: Capital expenditures53 79 74 138344 56 
Free cash flow$131 $482 $505 $775 $1,893 $(258)

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Net Debt Reconciliation
(Unaudited)
(In millions)March 31, 2022December 31, 2021
Long-term debt$8,305 $9,513 
Current portion of long-term debt256 183 
Less: Cash and cash equivalents3,604 2,987 
Net debt$4,957 $6,709 

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