|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
(d)
|
Exhibits.
|
|
Unaudited pro forma condensed combined financial information of Carrier as of March 31, 2020 and for the quarter ended March 31, 2020
|
||
104
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
|
CARRIER GLOBAL CORPORATION
(Registrant)
|
||
Date: June 16, 2020
|
By:
|
/s/ Ariel R. David
|
Ariel R. David
|
||
Vice President, Assistant Secretary & Associate General Counsel
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||
• |
the elimination of non-recurring costs included within our historical results which were driven by separation activities;
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• |
the effect of our post-separation capital structure as of our separation from UTC, including the incurrence of interest related to indebtedness incurred in connection
with the Separation and the Distribution;
|
• |
the contribution of $590 million to us from UTC subsequent to March 31, 2020 but prior to the Separation and the Distribution;
|
• |
the pro-rata distribution of 100 percent of our issued and outstanding common stock by UTC in connection with the Separation and the Distribution; and
|
• |
the impact of the separation agreements and the provisions contained therein.
|
• |
Carrier’s unaudited historical condensed combined financial statements for the quarter ended March 31, 2020 included within Carrier's Quarterly Report on Form 10-Q filed
on May 11, 2020; and
|
• |
Carrier’s Unaudited Pro Forma Combined Statement of Operations included within Carrier's final information statement filed as Exhibit 99.1 to Carrier's Current Report on
Form 8-K dated March 16, 2020. The Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2019 contained
therein was not materially impacted by any subsequent revisions to assumptions or estimates used therein.
|
(Dollars in millions, except per share amounts; shares in millions)
|
Historical
|
Pro Forma
Adjustments
(Note 2)
|
Pro Forma
Quarter Ended
March 31, 2020
|
|||
Net sales
|
||||||
Product sales
|
$ 3,147
|
$ —
|
$ 3,147
|
|||
Service sales
|
741
|
—
|
741
|
|||
3,888
|
—
|
3,888
|
||||
Costs and expenses
|
||||||
Cost of products sold
|
2,237
|
—
|
2,237
|
|||
Cost of services sold
|
529
|
—
|
529
|
|||
Research and development
|
98
|
—
|
98
|
|||
Selling, general and administrative
|
692
|
(45)
|
(A)
|
647
|
||
3,556
|
(45)
|
3,511
|
||||
Equity method investment net earnings
|
29
|
—
|
29
|
|||
Other expense, net
|
(46)
|
—
|
(46)
|
|||
Operating profit
|
315
|
45
|
360
|
|||
Non-service pension benefit
|
17
|
—
|
17
|
|||
Interest expense, net
|
(37)
|
(57)
|
(G)
|
(94)
|
||
Income from operations before income taxes
|
295
|
(12)
|
283
|
|||
Income tax expense
|
193
|
(54)
|
(C)
|
139
|
||
Net income from operations
|
$ 102
|
$ 42
|
$ 144
|
|||
Less: Non-controlling interest in subsidiaries’ earnings from operations
|
6
|
—
|
6
|
|||
Net income attributable to common shareowners
|
$ 96
|
$ 42
|
$ 138
|
|||
Earnings per share
|
||||||
Basic
|
$ 0.11
|
(D)
|
$ 0.16
|
|||
Diluted
|
$ 0.11
|
(E)
|
$ 0.16
|
|||
Weighted-average number of shares outstanding
|
||||||
Basic
|
866
|
(D)
|
866
|
|||
Diluted
|
866
|
(E)
|
869
|
(Dollars in millions)
|
Historical
|
Pro Forma
Adjustments
(Note 2)
|
Pro Forma
Quarter Ended
March 31, 2020
|
|||
ASSETS
|
||||||
Cash and cash equivalents
|
$ 768
|
$ 590
|
(F)
|
$ 1,358
|
||
Accounts receivable, net
|
2,674
|
—
|
2,674
|
|||
Contract assets, current
|
651
|
—
|
651
|
|||
Inventories, net
|
1,556
|
—
|
1,556
|
|||
Other assets, current
|
319
|
—
|
319
|
|||
Total current assets
|
5,968
|
590
|
6,558
|
|||
Future income tax benefits
|
454
|
(31)
|
(I)
|
423
|
||
Fixed assets, net
|
1,638
|
—
|
1,638
|
|||
Operating lease right-of-use assets
|
865
|
—
|
865
|
|||
Intangible assets, net
|
1,014
|
—
|
1,014
|
|||
Goodwill
|
9,648
|
—
|
9,648
|
|||
Pension and post-retirement assets
|
473
|
—
|
473
|
|||
Equity method investments
|
1,664
|
—
|
1,664
|
|||
Other assets
|
277
|
—
|
277
|
|||
Total Assets
|
$ 22,001
|
$ 559
|
$ 22,560
|
|||
LIABILITIES AND EQUITY
|
||||||
Accounts payable
|
1,776
|
—
|
1,776
|
|||
Accrued liabilities
|
1,972
|
(48)
|
(H) (J)
|
1,924
|
||
Contract liabilities, current
|
485
|
—
|
485
|
|||
Current portion of long-term debt
|
218
|
—
|
218
|
|||
Total current liabilities
|
4,451
|
(48)
|
4,403
|
|||
Long-term debt
|
11,029
|
—
|
11,029
|
|||
Future pension and post-retirement benefit obligations
|
456
|
—
|
456
|
|||
Future income tax obligations
|
1,161
|
(738)
|
(H)
|
423
|
||
Operating lease liabilities
|
708
|
—
|
708
|
|||
Other long-term liabilities
|
1,170
|
459
|
(H)
|
1,629
|
||
Total Liabilities
|
18,975
|
(327)
|
18,648
|
|||
Commitments and contingent liabilities
|
||||||
Equity: | ||||||
UTC Net Investment
|
4,433
|
(4,433)
|
(B)
|
—
|
||
Accumulated other comprehensive loss
|
(1,736)
|
(22)
|
(I)
|
(1,758)
|
||
Common stock, par value $0.01
|
—
|
9
|
(B)
|
9
|
||
Additional paid-in capital
|
—
|
5,332
|
(B)
|
5,332
|
||
Non-controlling interest
|
329
|
—
|
329
|
|||
Total Equity
|
3,026
|
886
|
3,912
|
|||
Total Liabilities and Equity
|
$ 22,001
|
$ 559
|
$ 22,560
|
• |
costs to perform financial reporting and regulatory compliance, and costs associated with accounting, auditing, tax, legal, information technology, human resources,
investor relations, risk management, treasury and other general and administrative related functions;
|
• |
compensation including equity-based awards, and benefits with respect to new and existing positions;
|
• |
insurance premiums;
|
• |
changes in our overall facility costs;
|
• |
depreciation and amortization related to information technology infrastructure investments; and
|
• |
the type and level of other costs expected to be incurred.
|
• |
accounting, tax and other professional services costs pertaining to the Separation and our establishment as a stand-alone public company;
|
• |
facility relocation costs;
|
• |
costs to separate information systems; and
|
• |
costs of retention bonuses.
|