CARRCarrier Global

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.

Rest of the question

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.

No reply letter found.

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.

Rest of the question

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.

No reply letter found.

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.

Rest of the question

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. 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.

No reply letter found.

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.

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.

Rest of the answer

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

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