SecProbe.io

CORRESP
 1
 filename1.htm

 CARRIER GLOBAL CORPORATION

 13995 Pasteur Boulevard

 Palm Beach Gardens, Florida 33418

 July 31, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission Division of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Carrier
 Global Corporation
 Registration
 Statement on Form S-4
 File
 No. 333-289048

 Dear Mr. Kim:

 In accordance with Rule 461 of the Securities
Act of 1933, as amended, we hereby respectfully request that the effective date of the above-captioned Registration Statement on Form
S-4 (File No. 333-289048) (the " Registration Statement ") of Carrier Global Corporation (the " Company ")
be accelerated by the Securities and Exchange Commission to 9:00 a.m., New York City time, on August 4, 2025 or as soon thereafter
as practicable.

 We understand that the Staff will consider
this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate
to the issuance of the securities covered by the Registration Statement.

 It would be appreciated if, as soon as the
Registration Statement is declared effective, you would so inform David A.P. Marshall of Paul, Weiss, Rifkind, Wharton & Garrison
LLP at (212) 373-3369, with written confirmation sent to the address listed on the cover of the Registration Statement. Please contact
Mr. Marshall with any questions regarding the foregoing.

 Sincerely,

 CARRIER GLOBAL CORPORATION

 By:
 /s/ Erin O'Neal

 Name:
 Erin O'Neal

 Title:
 Executive Director, Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Francesca Campbell
Chief Legal Officer
Carrier Global Corporation
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418

 Re: Carrier Global Corporation
 Registration Statement on Form S-4
 Filed July 29, 2025
 File No. 333-289048
Dear Francesca Campbell:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: David A.P. Marshall. Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 CARRIER GLOBAL CORPORATION

 13995 Pasteur Boulevard

 Palm Beach Gardens, Florida 33418

 July 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Carrier Global Corporation
 Registration Statement on Form S-4
 Filed on July 29, 2025

 Ladies and Gentlemen:

 Reference is made to the above-referenced Registration
Statement on Form S-4 (the " Registration Statement "), filed with the U.S. Securities and Exchange Commission under
the U.S. Securities Act of 1933, as amended (the " Act "), on the date hereof, in connection with the proposed offer
by Carrier Global Corporation (the " Company ") to exchange (the " Exchange Offer ") up to the aggregate
principal amount outstanding of the Company's unregistered €750,000,000 3.625% notes due 2037 (the " Old Notes ")
for an equal aggregate principal amount of the Company's €750,000,000 3.625% notes due 2037 (the " Exchange Notes ")
the offer of which has been registered under the Act.

 The Company is registering the Exchange Offer in reliance
on the position of the staff of the U.S. Securities and Exchange Commission (the " Staff ") enunciated in Exxon Capital
Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman
& Sterling (available July 2, 1993).

 This will confirm that the Company has not entered
into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Company's information
and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has
no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Company
will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is
being registered for the purpose of secondary resales, any security holder using the Exchange Offer to participate in a distribution of
the Exchange Notes (1) cannot not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (available May 13,
1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling (available July 2, 1993),
or similar letters and (2) must comply with registration and prospectus delivery requirements of the Act in connection with any sale or
transfer of the Exchange Notes, unless the sale or transfer is made pursuant to an exemption from those requirements. The Company acknowledges
that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder
information required by Item 507 of Regulation S-K under the Act.

 In addition, the Company will (i) make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker- dealer who holds Old Notes acquired
for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for
such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of
the Act in connection with any resale of such Old Notes and (ii) include in the transmittal letter (or equivalent electronic instruction
to be executed by each person participating in the exchange offer) to be executed by an exchange offeree in order to participate in the
Exchange Offer a provision to the following effect:

 If the undersigned or any beneficial owner is a broker-dealer,
the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offer for its own account and is exchanging
Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into
any arrangement or understanding with any person to distribute the Old Notes and (3) acknowledges that it will deliver a prospectus meeting
the requirements of the Act in connection with any resale of such Old Notes; however, by so acknowledging and by delivering a prospectus,
such broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Act. See Shearman & Sterling
 (available July 2, 1993).

 Sincerely,

 CARRIER GLOBAL CORPORATION

 By:
 /s/ Erin O'Neal

 Name:
 Erin O'Neal

 Title:
 Executive Director, Corporate Secretary

 Cc:
 John C. Kennedy

 Luke R. Jennings

 David A.P. Marshall

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

July 15, 2024
Patrick Goris
Chief Financial Officer
Carrier Global Corp
13995 Pasteur Boulevard
Palm Beach Gardens, Florida 33418
Re:Carrier Global Corp
Form 10-K for the Year Ended December 31, 2023, filed February 6, 2024
File No. 001-39220
Dear Patrick Goris:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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Document

 CARRIER GLOBAL CORPORATION

13995 Pasteur Boulevard

Palm Beach Gardens, Florida 33418

June 7, 2024

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Joseph Kempf

Robert Littlepage

    RE:    Carrier Global Corporation

        Form 10-K for the Year Ended December 31, 2023, filed February 6, 2024

        File No. 001-39220

Dear Mr. Kempf and Mr. Littlepage:

This letter is in response to the comment letter from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) dated May 31, 2024. To assist in the Staff’s review, we have included the text of the Staff’s comments below in bold, italic type, followed in each case by the response of Carrier Global Corporation (the “Company”).

Form 10-K for the Year Ended December 31, 2023, filed February 6, 2024

Management's Discussion and Analysis

Results of Operations

Segment Review, page 37

1.Please revise to discuss and, to the extent practical, quantify the impact of your planned divestitures of Commercial Refrigeration, Access Solutions, and Industrial Fire on your future operations as required by Item 303(b)(2)(ii) of Regulation S-K. Address the material impact of any known uncertainties related to these divestitures.

Response:

The Company acknowledges the Staff’s comment and believes that the Management’s Discussion and Analysis within its Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) reflects the disclosure requirements of Item 303 of Regulation S-K. However, in response to the Staff’s comment, the Company will further enhance its future disclosures, including  in the Company’s Form 10-Q for the period ended June 30, 2024, to include a statement that the

Company believes that the disposal of the Fire & Security segment, in aggregate, will likely qualify to be reported as a discontinued operation in the second half of 2024 as discussed in the Company’s response to the Staff’s second comment below. In addition, the Company will enhance the quantification of the impact of the divestitures on the Company’s revenues by disaggregating the revenues of each of the Access Solutions and Industrial Fire businesses, reported as part of the Company’s Fire & Security segment, and the Commercial Refrigeration business, reported as part of the Company’s Refrigeration segment, for the six month period ending June 30, 2024, for the six month period ended June 30, 2023 and for the year ended December 31, 2023. Finally, the Company notes that the disposal of Access Solutions was completed on June 3, 2024, purchase agreements to sell Commercial Refrigeration and Industrial Fire were entered into on December 12, 2023, and March 5, 2024, respectively, both of which the Company anticipates will be completed in the second half of 2024, and there are currently no known uncertainties that may have a material impact on either of the divestitures.

Financial Statements

Consolidated Statement of Operations, page 49

2.We note the classification of the assets and liabilities of the Commercial Refrigeration, Access Solutions, and Industrial Fire businesses as held for sale in your year-end and interim period financial statements. Explain to us why you did not separately report the results of operations of the discontinued operations on your income statement in accordance with ASC 205-20-45-3. Please provide us your comprehensive analysis of the applicable accounting literature as part of your response.

Response:

The Company acknowledges the Staff’s comment and notes that the Company did not separately report the results of operations for the Commercial Refrigeration, Access Solutions, or Industrial Fire businesses on its income statement following its determination that none met the criteria set forth under ASC 205-20-45 for treatment as a discontinued operation as of December 31, 2023.

ASC 205-20-45 requires that a disposal be reported as a discontinued operation if all of the following criteria are met: (1) the disposal group is a component of an entity; (2) the component meets the held-for-sale criteria per ASC 360-10-45; and (3) the disposal represents a strategic shift that will have a major effect on an entity’s operations and financial results. As of December 31, 2023, each of the Company’s Commercial Refrigeration, Access Solutions and Industrial Fire businesses met the first two criteria but did not meet the third criterion.

With respect to the third criterion, the Company assessed all relevant information regarding each of the planned disposals in accordance with the guidance provided in ASC 205-20-45-1C, which provides several examples of a strategic shift that will have a major effect on an entity’s operations and financial results including a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. The Company considered the specific examples provided in ASC 205-20 that include a sale of a product line that represents 15% of total revenues, the sale of a geographic area that represents 20% of total assets and a sale of 80% of one of an entity’s two product lines. These examples were used to

guide the Company’s judgment in reaching its accounting conclusions recognizing that these examples are illustrative and do not establish “bright line” thresholds. In addition, the Company considered the disclosure requirements in ASC 360-10 related to the disposal of an individually significant component of an entity that does not qualify for presentation as a discontinued operation and other interpretative accounting guidance that suggests that “major” denotes a quantitatively significant threshold.

With respect to the Commercial Refrigeration business, quantitatively, the business represented approximately 5% and less than 0.5% of the Company’s consolidated net sales and operating profit, respectively, for the year ended December 31, 2023, and approximately 3% of the Company’s consolidated total assets as of December 31, 2023. These amounts are significantly below those used in the examples provided in ASC 205-20. Qualitatively, the Commercial Refrigeration business is reported as part of the Company’s Refrigeration segment and is a non-core business primarily providing stationary cabinet solutions to customers in Europe and Asia Pacific. The sale of the business was an economic decision made to divest a non-core business to further the Company’s existing vision to become the global leader in intelligent heating, ventilating and air conditioning (“HVAC”) and refrigeration-related climate and energy solutions, accelerate the Company’s existing growth strategy, and position the Company to provide superior shareholder value. In part, this will be accomplished by reinvesting the proceeds from the sale of the Commercial Refrigeration business into the Company’s core HVAC and remaining refrigeration businesses and reducing leverage resulting from the recent acquisition of the climate solutions business (the “VCS Business”) of Viessmann Group GmbH & Co KG in January 2024. Based on these quantitative and qualitative considerations, the Company concluded that the disposal of the Commercial Refrigeration business does not represent a strategic shift that will have a major effect on the Company’s operations and financial results and the disposition was not reported as a discontinued operation.

With respect to the Access Solutions and Industrial Fire businesses, which are reported as part of the Company’s Fire & Security segment, the Company evaluated each disposition, individually and in the aggregate, given the Company’s April 2023 announced plan to exit its entire Fire & Security segment. Quantitatively, on an individual basis, the Access Solutions business represented approximately 3% and 12% of the Company’s consolidated net sales and operating profit, respectively, for the year ended December 31, 2023, and approximately 5% of the Company’s consolidated total assets as of December 31, 2023. The Industrial Fire business represented approximately 2% and 5% of the Company’s consolidated net sales and operating profit, respectively, for the year ended December 31, 2023, and approximately 2% of the Company’s consolidated total assets as of December 31, 2023. The amounts for both businesses are significantly below those used in the examples provided in ASC 205-20. Qualitatively, on an individual basis, Access Solutions and Industrial Fire are non-core businesses primarily providing software driven access solutions to commercial, real estate and hospitality customers and safety solutions across detection and suppression for high hazard applications, respectively. Consistent in approach to the Commercial Refrigeration business, the sale of these businesses was an economic decision made to divest non-core businesses to accelerate the Company’s existing growth strategy, position the Company to provide superior shareholder value and further the Company’s existing vision to become the global leader in intelligent HVAC- and

refrigeration-related climate and energy solutions. Based on these quantitative and qualitative considerations, the Company concluded that the disposals of the Access Solutions and Industrial Fire businesses, considered individually and in the aggregate, do not represent a strategic shift that will have a major effect on the Company’s operations and financial results and the dispositions were not reported as discontinued operations.

At the time of the Company’s April 2023 announced plan to exit its entire Fire & Security segment, the Company also evaluated whether the disposal of the Fire & Security segment, taken in the aggregate and inclusive of the dispositions of the Access Solutions and Industrial Fire businesses, represented a strategic shift that will have a major effect on the Company’s operations and financial results. The Company concluded that the announced plan represents a single disposal plan (solely for purposes of ASC 205-20) involving the individual disposal of four separate businesses over multiple reporting periods including Access Solutions, Industrial Fire, the Fire & Security segment’s remaining significant business, global fire commercial and residential products, and Kidde-Fenwal, Inc., an industrial fire detection and suppression business, that is now pending sale in bankruptcy court. The Company notes that ASC 205-20 does not require a component, such as the Company’s Fire & Security segment, to be sold in a single transaction. However, ASC 205-20 does require, as noted above, that a disposal must have a major effect and be quantitatively significant to qualify to be reported as a discontinued operation. Quantitatively, the Fire & Security segment, evaluated in total, represented approximately 15% and 22% of the Company’s consolidated net sales and operating profit, respectively, for the year ended December 31, 2023, and approximately 17% of the Company’s consolidated total assets as of December 31, 2023. These amounts are significant and consistent with those used in the examples provided in ASC 205-20. As such, the Company concluded that the overall plan to dispose of the Fire & Security segment, in aggregate, represents a strategic shift that will have a major effect on its operations and financial results and that the disposition of the Fire & Security segment should be reported as a discontinued operation at such time as all of the significant business components comprising the segment are classified as held for sale or have been disposed of and have a quantitatively major effect in the aggregate. In considering the guidance in ASC 205-20 and other interpretative accounting guidance, the Company concluded that it is appropriate to wait until the disposition of the Fire & Security segment has a quantitatively major effect, which is when all of the significant components of the Fire & Security segment are classified as held for sale or have been disposed of, before reporting any individual business as a discontinued operation. At that time, which the Company expects will occur when the Fire & Security segment’s global fire commercial and residential products business qualifies as held for sale, the results of any of the Fire & Security segment’s business components that were classified as held for sale or disposed of in prior periods in accordance with the plan will be reclassified to discontinued operations. The Company believes that this will likely occur in the second half of 2024, at which time the Fire & Security segment will be reported as a discontinued operation.

3.We note the Company reported a gain of $1.1 billion in connection with the sale of Chubb during the year ended December 31, 2022. It appears that Chubb was a component of the Company. Explain to us why you did not account for the disposal of Chubb as a discontinued operation in accordance with ASC 205-20-45.

Response:

The Company acknowledges the Staff’s comment and notes that the Company did not account for the disposal of Chubb as a discontinued operation following its determination that Chubb did not meet all of the criteria set forth under ASC 205-20-45 as of December 31, 2022.

As noted above, ASC 205-20-45 requires that a disposal be reported as a discontinued operation if all of the following criteria are met: (1) the disposal group is a component of an entity; (2) the component meets the held-for-sale criteria per ASC 360-10-45; and (3) the disposal represents a strategic shift that will have a major effect on an entity’s operations and financial results. As of December 31, 2022, Chubb met the first two criteria but did not meet the third criterion.

With respect to the third criterion, the Company assessed all relevant information regarding the planned disposal of Chubb in accordance with the guidance provided in ASC 205-20-45-1C, which provides several examples of a strategic shift that will have a major effect on an entity’s operations and financial results including a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. The Company considered the specific examples provided in ASC 205-20 that include a sale of a product line that represents 15% of total revenues, the sale of a geographic area that represents 20% of total assets and a sale of 80% of one of an entity’s two product lines. These examples were used to guide the Company’s judgment in reaching its accounting conclusions recognizing that these examples are illustrative and do not establish “bright line” thresholds. In addition, the Company considered the disclosure requirements in ASC 360-10 related to the disposal of an individually significant component of an entity that does not qualify for presentation as a discontinued operation and other interpretative accounting guidance that suggests that “major” denotes a quantitatively significant threshold.

Quantitatively, Chubb represented approximately 10% and 6% of the Company’s consolidated net sales and operating profit, respectively, for the year ended December 31, 2022, and approximately 12% of the Company’s consolidated total assets as of December 31, 2022. These amounts are significantly below those used in the examples provided in ASC 205-20. Qualitatively, Chubb was reported as part of the Company’s Fire & Security segment and was a non-core business that primarily delivered fire safety and security solutions from design and installation to monitoring, service and maintenance around the globe. The Fire & Security segment also includes the businesses noted in the prior response above including Access Solutions, Industrial Fire, global fire commercial and residential products and Kidde-Fenwal, Inc., which continue to serve each of the geographical markets served by Chubb. At the time of the disp

United States securities and exchange commission logo
May 31, 2024
Patrick Goris
Chief Financial Officer
Carrier Global Corp
13995 Pasteur Boulevard
Palm Beach Gardens, Florida 33418
Re:Carrier Global Corp
Form 10-K for the Year Ended December 31, 2023, filed February 6, 2024
File No. 001-39220
Dear Patrick Goris:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023, filed February 6, 2024
Management's Discussion and Analysis
Results of Operations
Segment Review, page 37
1.Please revise to discuss and, to the extent practical, quantify the impact of your planned
divestitures of Commercial Refrigeration, Access Solutions, and Industrial Fire on your
future operations as required by Item 303(b)(2)(ii) of Regulation S-K. Address the
material impact of any known uncertainties related to these divestitures.
Financial Statements
Consolidated Statement of Operations, page 49
2.We note the classification of the assets and liabilities of the Commercial Refrigeration,
Access Solutions, and Industrial Fire businesses as held for sale in your year-end and
interim period financial statements. Explain to us why you did not separately report the
results of operations of the discontinued operations on your income statement in
accordance with ASC 205-20-45-3. Please provide us your comprehensive analysis of the

 FirstName LastNamePatrick Goris
 Comapany NameCarrier Global Corp
 May 31, 2024 Page 2
 FirstName LastName
Patrick Goris
Carrier Global Corp
May 31, 2024
Page 2
applicable accounting literature as part of your response.
3.We note the Company reported a gain of $ 1.1 billion in connection with the sale of
Chubb during the year ended December 31, 2022. It appears that Chubb was a component
of the Company. Explain to us why you did not account for the disposal of Chubb as a
discontinued operation in accordance with ASC 205-20-45.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at 202-551-3361 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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    CARRIER GLOBAL CORPORATION

    13995 Pasteur Boulevard

    Palm Beach Gardens, Florida 33418

    January 19, 2024

    United States Securities and Exchange Commission

    Division of Corporation Finance, Office of Technology

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attention: Jeff Kauten

            RE:

            Carrier Global Corporation

            Registration Statement on Form S-4

            File No. 333-276527

            Request for Acceleration

    Dear Mr. Kauten:

    Reference is made to the Registration Statement on Form S-4 (File No. 333-276527) (the “Registration Statement”) filed by Carrier Global Corporation (the “Company”) with the U.S. Securities and Exchange
      Commission.

    The Company hereby requests the Registration Statement be declared effective at 12:00 p.m., Eastern Time, on January 23, 2024, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and
      Regulations promulgated under the Securities Act of 1933, as amended.

    Please contact Christodoulos Kaoutzanis, Esq. of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3445 with any questions you may have concerning this letter, or if you require any additional information.
      Please notify him when this request for acceleration of effectiveness of the Registration Statement has been granted.

            Sincerely,

            CARRIER GLOBAL CORPORATION

            By:

             /s/ Erin O’Neal

            Name:

            Erin O’Neal

            Title:

           Senior Director, Corporate Counsel and Assistant Secretary

            cc:

            Christodoulos Kaoutzanis, Paul, Weiss, Rifkind, Wharton & Garrison LLP

            John C. Kennedy, Paul, Weiss, Rifkind, Wharton & Garrison LLP

    [Signature Page to Acceleration Request]

United States securities and exchange commission logo
January 18, 2024
Kevin O’Connor
Senior Vice President and Chief Legal Officer
Carrier Global Corporation
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
Re:Carrier Global Corporation
Registration Statement on Form S-4
Filed January 16, 2024
File No. 333-276527
Dear Kevin O’Connor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christodoulos Kaoutzanis

CORRESP
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      CARRIER GLOBAL CORPORATION

      13995 Pasteur Boulevard

      Palm Beach Gardens, Florida 33418

      January 16, 2024

      VIA EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C.  20549

            Re:

            Carrier Global Corporation

            Registration Statement on Form S-4

            Filed on January 16, 2024

      Ladies and Gentlemen:

      Reference is made to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as
        amended (the “Act”), on the date hereof, in connection with the proposed offers by Carrier Global Corporation (the “Company”) to exchange (the “Exchange Offers”) up to the aggregate principal amount outstanding of each
        of the Company’s unregistered €750,000,000 4.375% notes due 2025, €750,000,000 4.125% notes due 2028, €850,000,000 4.500% notes due 2032, $1,000,000,000 5.800% notes due 2025, $1,000,000,000 5.900% notes due 2034, and $1,000,000,000 6.200% notes
        due 2054 (collectively, the “Old Notes”) for equal aggregate principal amounts of the respective series of the Company’s €750,000,000 4.375% notes due 2025, €750,000,000 4.125% notes due 2028, €850,000,000 4.500% notes due 2032,
        $1,000,000,000 5.800% notes due 2025, $1,000,000,000 5.900% notes due 2034, and $1,000,000,000 6.200% notes due 2054 (collectively, the “Exchange Notes”) the offers of which have been registered under the Act.

      The Company is registering the Exchange Offers in reliance on the position of the staff of the U.S. Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital
          Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available
        July 2, 1993).

      This will confirm that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Company’s information and belief, each person
        participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Company
        will make each person participating in the Exchange Offers aware (through the Exchange Offers prospectus) that if the Exchange Offers are being registered for the purpose of secondary resales, any security holder using the Exchange Offers to
        participate in a distribution of the Exchange Notes (1) cannot not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan

          Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling (available July 2, 1993), or similar letters and (2) must comply with registration and prospectus delivery
        requirements of the Act in connection with any sale or transfer of the Exchange Notes, unless the sale or transfer is made pursuant to an exemption from those requirements. The Company acknowledges that such a secondary resale transaction should be
        covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the Act.

      In addition, the Company will (i) make each person participating in the Exchange Offers aware (through the Exchange Offers prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result
        of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Old Notes pursuant to the Exchange Offers, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the
        Act in connection with any resale of such Old Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the Exchange Offers a provision to the following effect:

      If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offers for its own account and is exchanging Old Notes that were acquired by it as
        a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with any person to distribute the Old Notes and (3) acknowledges that it will deliver a prospectus meeting the
        requirements of the Act in connection with any resale of such Old Notes; however, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Act. See Shearman & Sterling (available July 2, 1993).

              Sincerely,

              CARRIER GLOBAL CORPORATION

            By:

            /s/ Erin O’Neal

            Name:

            Erin O’Neal

            Title

            Senior Director, Corporate Counsel and Assistant Secretary

                Cc:

                John C. Kennedy

                  Christodoulos Kaoutzanis

                  Paul, Weiss, Rifkind, Wharton & Garrison LLP

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    CARRIER GLOBAL CORPORATION

    13995 Pasteur Boulevard

    Palm Beach Gardens, Florida 33418

    November 4, 2020

    United States Securities and Exchange Commission

    Division of Corporation Finance, Office of Technology

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attention: Matthew Crispino

              RE:

                Carrier Global Corporation

                  Registration Statement on Form S-4

                File No. 333-249789

                Request for Acceleration

    Dear Mr. Crispino:

    Reference is made to the Registration Statement on Form S-4 (File No. 333-249789) (the “Registration Statement”) filed by Carrier Global Corporation
      (the “Company”) with the U.S. Securities and Exchange Commission.

    The Company hereby requests the Registration Statement be declared effective at 12:00 p.m., Eastern Time, on November 6, 2020, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and
      Regulations promulgated under the Securities Act of 1933, as amended.

    Please contact Joshua R. Cammaker, Esq. of Wachtell, Lipton, Rosen & Katz at (212) 403-1331 with any questions you may have concerning this letter, or if you require any additional information. Please notify him when
      this request for acceleration of effectiveness of the Registration Statement has been granted.

            Sincerely,

            CARRIER GLOBAL CORPORATION

            By:

             /s/ Ariel R. David

            Name:

             Ariel R. David

            Title:

             Vice President, Assistant Secretary & Associate General Counsel

              cc:

              Joshua R. Cammaker, Wachtell, Lipton, Rosen & Katz

              Kathryn Gettles-Atwa, Wachtell, Lipton, Rosen & Katz

    [Signature Page to Acceleration Request]

United States securities and exchange commission logo
November 4, 2020
David Gitlin
Chief Executive Officer
Carrier Global Corp
13995 Pasteur Boulevard
Palm Beach Gardens, Florida 33418
Re:Carrier Global Corp
Registration Statement on Form S-4
Filed November 2, 2020
File No. 333-249789
Dear Mr. Gitlin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kathryn Gettles-Atwa

CORRESP
1
filename1.htm

    [Letterhead of Carrier Global Corporation]

    November 2, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549

            Re:

            Carrier Global Corporation

            Registration Statement on Form S-4

            Filed on November 2, 2020

    Ladies and Gentlemen:

    Reference is made to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission
      under the U.S. Securities Act of 1933, as amended (the “Act”), on the date hereof, in connection with the proposed offers by Carrier Global Corporation (the “Company”) to exchange (the “Exchange Offers”) up to the
      aggregate principal amount outstanding of each of the Company’s unregistered 1.923% Notes due 2023, 2.242% Notes due 2025, 2.493% Notes due 2027, 2.722% Notes due 2030, 2.700% Notes due 2031, 3.377% Notes due 2040 and 3.577% Notes due 2050
      (collectively, the “Old Notes”) for equal aggregate principal amounts of the respective series of the Company’s 1.923% Notes due 2023, 2.242% Notes due 2025, 2.493% Notes due 2027, 2.722% Notes due 2030, 2.700% Notes due 2031, 3.377% Notes due
      2040 and 3.577% Notes due 2050 (collectively, the “Exchange Notes”) the offers of which have been registered under the Act.

    The Company is registering the Exchange Offers in reliance on the position of the staff of the U.S. Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman

        & Sterling (available July 2, 1993).

    This will confirm that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Company’s
      information and belief, each person participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange
      Notes.  In this regard, the Company will make each person participating in the Exchange Offers aware (through the Exchange Offers prospectus) that if the Exchange Offers are being registered for the purpose of secondary resales, any security holder
      using the Exchange Offers to participate in a distribution of the Exchange Notes (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) or similar
      letters and (2) must comply with registration and prospectus delivery requirements of the Act in connection with any sale or transfer of the Exchange Notes, unless the sale or transfer is made pursuant to an exemption from those requirements.  The
      Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

    In addition, the Company will (i) make each person participating in the Exchange Offers aware (through the Exchange Offers prospectus) that any broker-dealer who holds Old
      Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Old Notes pursuant to the Exchange Offers, may be a statutory underwriter and must deliver a
      prospectus meeting the requirements of the Act in connection with any resale of such Old Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the Exchange Offers a provision to the
      following effect:

    If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner:  (1) represents that it is participating in the Exchange Offers for
      its own account and is exchanging Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with any person to distribute the Old Notes and
      (3) acknowledges that it will deliver a prospectus meeting the requirements of the Act in connection with any resale of such Old Notes; however, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that
      it is an underwriter within the meaning of the Act.

    See Shearman & Sterling (available July 2, 1993).

    [Signature Page Follows]

            Sincerely,

            CARRIER GLOBAL CORPORATION

            By:

          /s/ Ariel R. David

            Name:

            Ariel R. David

            Title:

            Vice President, Assistant Secretary & Associate General Counsel

    Cc:          Kathryn Gettles-Atwa, Wachtell, Lipton, Rosen & Katz

      [Signature Page – Company Letter]

CORRESP
1
filename1.htm

    March 27, 2020

    VIA EDGAR

    Ms. Jan Woo

    Mr. Matthew Crispino

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

              Re:

                Carrier Global Corp

                  Registration Statement on Form S-1

                  Filed March 13, 2020

                  File No. 333-237157

    Dear Ms. Woo and Mr. Crispino:

    Reference is made to the Registration Statement on Form S-1 (File No. 333-237157) (the “Registration Statement”), filed by Carrier Global Corporation (the “Company”) with the U.S. Securities and Exchange Commission.

    The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on March 31, 2020, or as soon as practicable thereafter, pursuant to Rule 461 of the U.S.
      Securities Act of 1933, as amended.

    If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, Edward J. Lee or Mark A. Stagliano of Wachtell,
      Lipton, Rosen & Katz, at (212) 403-1155 or (212) 403-1060, respectively. We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Lee or Mr. Stagliano and that such effectiveness also be
      confirmed in writing.

    Ms. Jan Woo

    Mr. Matthew Crispino

    March 27, 2020

    Page 2

    Sincerely,

    Carrier Global Corporation

    /s/ Ariel David

    Name:  Ariel David

    Title:  Vice President, Legal & Secretary

              cc:

                Edward J. Lee

                  Wachtell, Lipton, Rosen & Katz

                 Mark A. Stagliano

                  Wachtell, Lipton, Rosen & Katz

March 19, 2020
David Gitlin
Chief Executive Officer
Carrier Global Corp
13995 Pasteur Boulevard
Palm Beach Gardens, Florida 33418
Re:Carrier Global Corp
Registration Statement on Form S-1
Filed March 13, 2020
File No. 333-237157
Dear Mr. Gitlin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Edward J. Lee, Esq.

March 13, 2020
David L. Gitlin
Chief Executive Officer
Carrier Global Corporation
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
Re:Carrier Global Corporation
Form 10-12B
Filed February 7, 2020
File No. 001-39220
Dear Mr. Gitlin:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Edward J. Lee, Esq.

CORRESP
1
filename1.htm

    [Letterhead of Carrier Global Corporation]

    March 12, 2020

    VIA EDGAR

    J. Nolan McWilliams

    Laura Nicholson

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

            Re:

            Carrier Global Corporation

            Registration Statement on Form 10-12B

            File No. 001-39220

    Dear Mr. McWilliams and Ms. Nicholson:

              Reference is made to the Registration Statement on Form 10-12B (File No. 001-39220) (as amended to date, the Registration Statement), filed by Carrier Global Corporation (the “Company”) with the U.S. Securities and Exchange Commission
      (the “Commission”).

    The Company hereby requests that the effective date for the Registration Statement be accelerated to 12:00 p.m., Eastern time, on March 16, 2020, or as soon as practicable thereafter, pursuant to Section 12(d) of the
      U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

    If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, Joshua R. Cammaker, Edward J. Lee or Mark A.
      Stagliano of Wachtell, Lipton, Rosen & Katz, at (212) 403-1331, (212) 403-1155 or (212) 403-1060, respectively. We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Cammaker, Mr. Lee or Mr.
      Stagliano and that such effectiveness also be confirmed in writing.

    Mr. J. Nolan McWilliams

    Ms. Laura Nicholson

    March 12, 2020

    Page 2

            Sincerely,

            Carrier Global Corporation

            /s/ Ariel David

            Name:

            Ariel David

            Title:

            Vice President, Legal & Secretary

            cc:

            Joshua R. Cammaker

            Wachtell, Lipton, Rosen & Katz

            Edward J. Lee

            Wachtell, Lipton, Rosen & Katz

            Mark A. Stagliano

            Wachtell, Lipton, Rosen & Katz

November 27, 2019
David L. Gitlin
Chief Executive Officer
Carrier Global Corporation
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
Re:Carrier Global Corporation
Amendment No. 2 to
Draft Registration Statement on Form 10-12B
Submitted November 15, 2019
CIK No. 0001783180
Dear Mr. Gitlin:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement
Description of Carrier Capital Stock, page 135
1.Please revise to disclose provisions in your Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws relating to the rights of stockholders to
call special meetings and to act by written consent.

 FirstName LastNameDavid L. Gitlin
 Comapany NameCarrier Global Corporation
 November 27, 2019 Page 2
 FirstName LastName
David L. Gitlin
Carrier Global Corporation
November 27, 2019
Page 2
            You may contact Amy Geddes at (202) 551-3304 or Doug Jones at (202) 551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact J. Nolan McWilliams at (202) 551-3217 or Laura Nicholson at (202) 551-3584 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Edward J. Lee, Esq.

September 30, 2019
David L. Gitlin
Chief Executive Officer
Carrier Global Corporation
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
Re:Carrier Global Corporation
Amendment No. 1 to
Draft Registration Statement on Form 10-12B
Submitted September 16, 2019
CIK No. 0001783180
Dear Mr. Gitlin:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement
Risk Factors, page 23
1.We note your risk factor disclosure that if the Court of Chancery of the State of Delaware
dismisses an action for lack of jurisdiction, the action may be brought in the federal court
for the District of Delaware.  This is inconsistent with your disclosure in the Description
of Carrier Capital Stock that if no state court located within the State of Delaware has
jurisdiction over a specified claim, the sole and exclusive forum for the claim will be the
federal district court for the District of Delaware.  Please reconcile this disclosure and
clarify whether your exclusive forum provision requires a claim under the Securities Act
or Exchange Act to be dismissed in state court prior to bringing the claim in federal court.

 FirstName LastNameDavid L. Gitlin
 Comapany NameCarrier Global Corporation
 September 30, 2019 Page 2
 FirstName LastName
David L. Gitlin
Carrier Global Corporation
September 30, 2019
Page 2
If so, please explain why you believe this is consistent with Section 27 of the Exchange
Act which creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or the rules and regulations thereunder.
            You may contact Amy Geddes, Staff Accountant at (202) 551-3304 or Doug Jones, Staff
Accountant, at (202) 551-3309 if you have questions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor, at (202)
551-3217 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
CF Office of Technology
cc:       Edward J. Lee, Esq.

September 5, 2019
David L. Gitlin
Chief Executive Officer
Carrier Global Corporation
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
Re:Carrier Global Corporation
Draft Registration Statement on Form 10-12B
Submitted August 9, 2019
CIK No. 0001783180
Dear Mr. Gitlin:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement
Management’s Discussion and Analysis and Results of Operations, page 76
1.Please describe, and quantify to the extent possible, any known trends or uncertainties that
have had, or that you reasonably expect will have, a material favorable or unfavorable
impact on revenue or results of operations.  Also, address the extent to which past results
are indicative of future performance in light of the separation.  We note your disclosure
regarding “dis-synergies” and, on page 84, the statement that your capital structure and
sources of liquidity will change significantly as a stand-alone company.  Refer to Item
303(a) of Regulation S-K and Section III.B.3. of Release No. 33-8350.

 FirstName LastNameDavid L. Gitlin
 Comapany NameCarrier Global Corporation
 September 5, 2019 Page 2
 FirstName LastName
David L. Gitlin
Carrier Global Corporation
September 5, 2019
Page 2
Description of Carrier Capital Stock
Charter and Bylaw Provisions, page 118
2.We note your disclosure regarding your exclusive forum provision.  Please revise to
clarify whether your exclusive forum provision selects the federal court for the District of
Delaware only if the Court of Chancery of the State of Delaware dismisses the action for
lack of subject matter jurisdiction.  We note related disclosure in the Risk Factors section,
but such information is not included in your description of your exclusive forum provision
under "Charter and Bylaw Provisions" on page 119.

In addition, please state whether the exclusive forum provision applies to actions arising
under the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.  If the provision applies to claims under the Securities
Act, also revise your disclosure to state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.  If this provision does not
apply to claims under the federal securities laws, confirm that you will state this in the
governing documents or, alternatively, tell us how you will inform investors in future
filings that the provision does not apply to actions arising under the federal securities
laws.
            You may contact Amy Geddes, Staff Accountant at (202) 551-3304 or Doug Jones, Staff
Accountant, at (202) 551-3309 if you have questions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor, at (202)
551-3217 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Edward J. Lee, Esq.