OTISOtis Worldwide

We note your disclosure in Note 1 that the Tender Offer was approved on February 28, 2022 and as a result, the issued and outstanding shares of Zardoya Otis not owned by the Company were deemed redeemable at the option of the other shareholders and were reclassified from Noncontrolling interest to Redeemable noncontrolling interest on your Condensed Consolidated Balance Sheet, with the difference between the

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historical noncontrolling interest carrying value in the balance sheet and the fair value of the Tender Offer recorded to Accumulated deficit. We also note from your disclosure in Note 1 to the Financial Statements in the Form 10-K for the year ended December 31, 2021, that you reached an agreement with Euro Syns S.A. in December 2021 to irrevocably tender its shares at a fixed offer price in cash. Please tell us your basis for classifying the noncontrolling interest as temporary equity, rather than as a liability as of March 31, 2022. In this regard, please tell us how you considered the guidance in ASC 480-10-30-1 and ASC 480-10-55-54.

The Company acknowledges the Staff’s comment regarding the classification of the noncontrolling interest as temporary equity, rather than as a liability as of March 31, 2022. We considered the guidance in ASC 480-10-30-1, which requires mandatorily redeemable financial instruments be measured initially at fair value, and the guidance in ASC 480-10-55-54, which requires liability classification for forward contracts between a controlling shareholder and noncontrolling shareholder of an entity, where the controlling shareholder will purchase the shares of the noncontrolling shareholder in that

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entity. The Company has concluded, upon revisiting this guidance, that the Zardoya Otis shares owned by Euro Syns S.A. (“Euro Syns”) became mandatorily redeemable upon the approval by the Euro Syns shareholders and approval by the Comisión Nacional del Mercado de Valores (the “CNMV”), both of which occurred in the first quarter of 2022, and thus such interest should be classified as a liability as of March 31, 2022. The resulting correction of this error would decrease Redeemable noncontrolling interest and increase Forward purchase agreement (a new separate line) by $409 million at March 31, 2022. The impact of accretion of the liability would be de minimis to the quarterly period ended March 31, 2022, resulting in no impact to the Condensed Consolidated Statements of Operations, of Comprehensive Income, and of Cash Flows presented in the Company’s Form 10-Q for the quarter ended March 31, 2022.

The Company has evaluated all of the relevant facts and circumstances surrounding this error, and determined that the financial statements for the quarterly period ended March 31, 2022 are not materially misstated. Specifically, the Company considered the following disclosure included in Note 19: Subsequent Events:

As described in Note 1, "General", the Company announced the Tender Offer to acquire all of the issued and outstanding shares of Zardoya Otis not owned by Otis, at an offer price of €7.07 per share in cash after adjusting for dividends. The results of the Tender Offer were announced on April 7, 2022, with tenders of 45.49% of the shares outstanding accepted. The shares tendered to the Company were settled in cash on April 12, 2022 for approximately €1.5 billion from the Company’s restricted cash held in escrow, resulting in the Company owning 95.51% of Zardoya Otis.

We do not believe that the change in classification from Redeemable noncontrolling interest to Forward purchase agreement would be impactful to investors given that the Redeemable noncontrolling interest and Forward purchase agreement were settled on April 12, 2022 and this change of classification will not impact the financial statements for the quarter and six month periods ended June 30, 2022 and future balance sheets will be appropriately reported. While the Company has concluded that the first quarter unaudited financial statements are not materially misstated, the Company intends to include disclosure of the revision of the March 31, 2022 Balance Sheet in its upcoming Form 10-Q for the quarter ended June 30, 2022. The Company will revise the Statement of Changes in Equity for the quarterly period ended March 31, 2022 in its first quarter 2023 Form 10-Q.

The Company also considered the following regarding the error as part of our analysis:

1.Total Current Liabilities and Total Liabilities would increase $409 million as of March 31, 2022, as a result of the revision, which is 6.6% and 2.8% of the reported totals, respectively.

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You state that increases in cost of products and services and SG&A were due in part to labor inflation and commodity headwinds. In future filings, please expand to identify the principal factors contributing to the inflationary pressures the company has experienced and clarify the resulting impact to the company.

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Also, please update your disclosure to identify actions planned or taken, if any, to mitigate inflationary pressures. Risk Factors, page 41

Redeemable noncontrolling interest would decrease $409 million (20.6%) as of March 31, 2022, as a result of the revision. However, Total Equity (Deficit) and Total Liabilities and Equity (Deficit) would be unchanged as of March 31, 2022. Read in the reply ↗

We note the following disclosure on page 26 of MD&A: "based on the ongoing crisis in Ukraine and the related ongoing supply chain disruptions, we have reassessed our operations in Russia, which represented approximately 2% of our 2021 revenue and profit, comprising mostly of New Equipment.

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The Company is not taking new elevator or escalator orders in Russia and will make no new investments in the country for the time being. We will continue to fulfill our existing agreements and provide essential equipment and services in Russia, when possible, while remaining in compliance with applicable laws, including applicable sanctions and export controls." In future filings, please revise to address the following as it relates to your business in Russia and Ukraine: • Disclose any material reputational risks that may negatively impact your business associated with your response to the Russian invasion of Ukraine, for example in connection with action or inaction arising from or relating to the conflict; • describe the extent and nature of the role of the board of directors in overseeing risks related to Russia’s invasion of Ukraine. This could include, but is not limited to, risks related to cybersecurity, sanctions, employees based in affected regions, and supply chain/suppliers/service providers in affected regions as well as risks connected with ongoing or halted operations or investments in affected regions products or parts manufactured in Russia; • disclose any risks that may impede your ability to sell assets located in Russia, including as a result of sanctions affecting potential purchasers, to the extent material. In light of your operations and assets in Russia, consider disclosing the risk that the Russian government may nationalize your assets and quantifying the potential impact to your financial statements, if material; • disclose whether you continue to pay employees in Russia, including a discussion of whether they continue to engage in work for you and whether you have a legal obligation to continue to pay employees regardless of work status; and • to the extent material, disclose any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine and whether you have taken actions to mitigate such potential risks.

There are no impacts to the Company’s debt covenants. Read in the reply ↗

We note your response to prior comment 3 that you disclose in your 2022 Proxy Statement the extensive role of your Board of Directors and its Committees in overseeing risks at Otis, and that the Board of Directors and its Committees regularly review and receive reports on the risks impacting the Company.

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Please include specific disclosure in your periodic filings regarding Board of Director oversight of the risks associated with the crisis in Ukraine. Also, in regards to your statement that you will continue to fulfill your existing agreements and provide essential equipment and services in Russia, please quantify the estimated amounts that the company may be required to pay. Additionally, to the extent there were material changes to the risks since the filing of your Form 10-Q for the quarterly period ended March 31, 2022, please provide us with the disclosures you intend to include in your future filings.

The comments are duly noted, and we will address the specific points listed above in future filings, as applicable, including disclosure of the Board of Director oversight of the risks associated with the conflict between Russia and Ukraine and quantification of the amounts the Company may be required to pay to continue fulfilling existing agreements and provide essential equipment and services in Russia.

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Taking into account events transpiring during the second quarter of 2022, Otis intends to include disclosure of the status of our business in Russia substantially similar to the following in its Form 10-Q for the quarter and six months ended June 30, 2022, updated appropriately as developments warrant:

Risks associated with the ongoing conflict between Russia and Ukraine

The ongoing conflict between Russia and Ukraine has resulted in worldwide geopolitical and macroeconomic uncertainty, including volatile commodity markets, foreign exchange fluctuations, supply chain disruptions, increased risk of cyber incidents, reputational risk, increased operating costs (including fuel and other input costs), environmental, health and safety risks related to securing and maintaining facilities, additional sanctions and other regulations (including restrictions on the transfer of funds to and from Russia).

As previously disclosed, in March 2022 we stopped taking new equipment orders in Russia and making new investments in the country, and reassessed our operations in Russia, which represented approximately 2% of our 2021 revenue and operating profit, comprised mostly of New Equipment. In June 2022 we entered into an agreement to sell our business in Russia to a third party, which is subject to customary closing conditions, including regulatory approvals in Russia. The Company cannot give any assurance that the required regulatory approvals will be received or when, on what terms or whether the sale of the business will be completed, any of which could result in loss of assets or additional impairment charges, as well as continued financial, operational, compliance and reputational risks related to performing our remaining obligations in Russia.

Pending the closing of the sale, we will continue to fulfill our existing contracts and provide essential services in Russia, when possible, while remaining in compliance with applicable laws, including applicable sanctions and export controls. As of June 30, 2022, the Company's business in Russia has remaining performance obligations for contracts with customers of approximately $230 million, including customary performance guarantees and purchase obligations to suppliers. The Company estimates that its Russia business has the net assets, cash flows and liquidity to continue to fulfill contractual obligations to customers, suppliers and employees as of June 30, 2022.

To the extent possible, we continue to operate our business in Ukraine, which represented less than 1% of our full year 2021 and six months ended June 2022 revenue and operating profit.

Additionally, we cannot predict how the conflict will evolve. If the conflict continues for a significant time or expands to other countries, it could heighten certain risks disclosed in Item 1A "Risk Factors" in our 2021 Form 10-K, including but not limited to, adverse effects on macroeconomic conditions, including increased inflation, constraints on the availability of commodities, supply chain disruption and decreased business spending; cyber-incidents; disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; claims, litigation and regulatory enforcement; our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets, any of which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Consistent with our risk management process, the Otis Board of Directors and its Audit Committee have received, and continues to receive, numerous updates on the ongoing conflict between Russia and Ukraine and reviewed, and continues to review, with management the financial, operational, compliance, reputational and cyber risks associated therewith and related mitigation actions. The Otis Board of Directors oversaw the process of selling our business in Russia, including reviewing the terms and conditions thereof, and the Audit Committee approved the sale. The Otis Board of Directors will continue to receive updates on the sale process until the completion of the sale, including with respect to receipt of required regulatory approvals and the satisfaction of the closing conditions.

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Please confirm in a cover letter to the nonpublic draft submission that you will publicly file your registration statement and nonpublic draft submissions at least 15 days prior to the anticipated effective date of the registration statement for your listing on a national securities exchange.

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We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act.

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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 the 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 Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

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Please briefly identify the assets as well as liabilities and obligations to be allocated pursuant to the Separation and Distribution Agreement and other ancillary agreements. Risk Factors, page 21

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Consistent with your disclosure on page 65, please add a risk factor or update an existing risk factor to discuss the fact that your new equipment unit sales in China represent over half of our global sales by unit volume.

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Please disclose here information concerning plans, if any, to issue equity awards to directors, officers and other employees, as well as any acquisitions or capital market transactions you are presently considering.

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We note the reference to the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Please tell us why you believe the safe harbor is available to you. Refer to Section 21E of the Exchange Act.

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We note your disclosure under Executive Compensation and Director Compensation that prior to effectiveness, compensation for Executives and Directors will be finalized. If there are new compensation contracts that are directly a result of the merger and factually supportable, please revise your pro forma financial statements to include disclosure of any material contractual terms and applicable pro forma adjustments.

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We note from your disclosure on page 7 that following the distribution, you will enter into a Separation Agreement to effect the separation, and a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and Intellectual Property agreement that will govern the relationship between Otis, Carrier and UTC subsequent to the completion of the separation and distribution and provide for the

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allocation between UTC, Carrier and Otis of UTC’s assets, liabilities and obligations attributable to periods prior to the separation from UTC. Once the terms of these agreements have been determined, please revise your disclosure in your MD&A section to discuss the significant amounts and terms related to these agreements.

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We note that your table of contractual obligations and commitments is presented as of December 31, 2018. In light of the intention to enter into debt financing arrangements prior to or as part of the separation, please consider adding a note or revising to include a pro forma table of contractual obligations which reflects the timing of payments, if significant, related to the new arrangements.

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Your Liquidity section should also be revised to describe the nature and terms of this new debt.

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From your disclosures under Separation Agreement on page 97, we note that certain liabilities, including in respect of environmental or asbestos matters, will transfer to Otis. However, we note that your disclosure in Note 18 does not mention any asbestos matters.

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Please note that in accordance with ASC 450-20-50-1, the nature (and possibly amount) of any accruals made for a loss contingency should be disclosed in the notes to your financial statements. Also, ASC 450-20-50-3 requires that if no accrual is made for a loss contingency because one or both of the conditions are not met, or an exposure to loss exists in excess of the amount accrued pursuant to the provisions of ASC 450-20-30-1, disclosure of the contingency shall be made when there is at least a reasonable possibility that a loss or an additional loss may have been incurred. The disclosure shall indicate the nature of the contingency and shall give an estimate of the possible loss or range of loss or state that such an estimate cannot be made. Please confirm your compliance with the requirements of ASC 450-20-50 and that you will revise your disclosures in future filings, as applicable.

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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.

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This is inconsistent with your disclosure in the Description of Otis 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.

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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.

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Refer to Note 2(F) on page 62. Given that you will incur a substantial amount of indebtedness in connection with the separation and distribution, please give consideration to including in a tabular format, the individual amounts pertaining to each debt category.

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In this regard, disclose the aggregated amount, range of interest rates and range of maturity dates of the unsubordinated debt, unsecured notes, and term loans.

In response to the Staff’s comment, the disclosure on pages 62-63 of Amendment No. 1 has been revised. Read in the reply ↗