Otis Worldwide · 10-Q · Item 2 MD&A

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS OVERVIEW

Business Summary

We are the world’s leading elevator and escalator manufacturing, installation, service and modernization company. Our Company is organized into two segments, New Equipment and Service. Through our New Equipment segment, we design, manufacture, sell and install a wide range of passenger and freight elevators, as well as escalators and moving walkways for residential and commercial buildings and infrastructure projects. Our New Equipment customers include real-estate and building developers and general contractors who develop and/or design buildings for residential, commercial, retail or mixed-use activity. We sell our New Equipment directly to customers, as well as through agents and distributors.

Through our Service segment, we perform maintenance and repair services for both our own products and those of other manufacturers and provide modernization services to upgrade elevators and escalators. Maintenance services include inspections to ensure code compliance, preventive maintenance offerings and other customized maintenance offerings tailored to meet customer needs, as well as repair services to address equipment and component wear and tear and breakdowns. Modernization services enhance equipment operation and improve building functionality. Modernization offerings can range from relatively simple upgrades of interior finishes and aesthetics to complex upgrades of larger components and sub-systems, including the machine, ropes or belts, safety systems and the entire car or escalator. Our typical Service customers include building owners, facility managers, housing associations and government agencies that operate buildings where elevators and escalators are installed.

We serve our customers through a global network of employees. These include sales personnel, field technicians with separate skills in performing installation and service, as well as engineers driving our continued product development and innovation. We function under a centralized operating model whereby we pursue a global strategy set around New Equipment and Service because we seek to grow our maintenance portfolio, in part, through the conversion of new elevator and escalator installations into service contracts. Accordingly, we benefit from an integrated global strategy, which sets priorities and establishes accountability across the full product lifecycle.

The current status of significant factors affecting our business environment in 2026 is discussed below. For additional discussion, refer to the "Business Overview" section in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K.

UpLift

Announced in July 2023, UpLift is a program to transform our operating model. As of December 31, 2025, total restructuring and other incremental costs to complete the transformation ("UpLift transformation costs") were approximately $300 million, including trailing restructuring costs expected in 2026 of $18 million. T1The Company generated run-rate savings of approximately $200 million.

For further details, refer to the discussion on restructuring costs in the "Results of Operations," as well as Note 11 to the Condensed Consolidated Financial Statements.

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German Tax Litigation

In August 2024, we received a favorable ruling regarding a German tax litigation. Pursuant to the Tax Matters Agreement ("TMA") with United Technologies Corporation ("UTC"), our former parent, subsequently renamed RTX Corporation ("RTX"), and based on the facts and contractual provisions, additional information received from RTX and indemnity payments during 2025, the Company estimated the amount payable to RTX as a result of the outcome of the German tax litigation to be $56 million as of December 31, 2025. Based on indemnity payments made to RTX and adjustments to the indemnity payable in the six months ended June 30, 2026, T2the Company now estimates the remaining amount payable to RTX to be $55 million.

The adjustments to the indemnity payable resulted in indemnification expense of $5 million for the six months ended June 30, 2026 compared to $6 million and $58 million for the quarter and six months ended June 30, 2025, respectively. There was no indemnification expense in the quarter ended June 30, 2026. This indemnification expense is included in Other income (expense), net in the Condensed Consolidated Statements of Operations for the quarters and six months ended June 30, 2026 and 2025. This estimate could further change due to the parties' continuing dispute concerning the scope of the final indemnity amount, which will be resolved pursuant to the procedures set forth in the TMA.

For further details, refer to Note 10 and Note 15 to the Condensed Consolidated Financial Statements, as well as our Consolidated Financial Statements in the 2025 Form 10-K.

Impact of Global Macroeconomic Conditions on Our Company

Global macroeconomic conditions have impacted, and continue to impact, aspects of the Company's operations and overall financial performance during the quarters and six months ended June 30, 2026 and 2025. T3These macroeconomic conditions include, among others, geopolitical conflicts, inflationary pressures, high interest rates, tighter credit conditions and changes in global trade policies including higher tariffs in the U.S. and other countries. These macroeconomic trends could continue to impact our business, including impacts to overall financial performance during the remainder of 2026, as a result of the following, among other things:

•Higher costs of products and services due to tariffs;

•Customer demand impacting our new equipment, maintenance and repair, and modernization businesses;

•Customer liquidity constraints and related credit reserve;

•Cancellations or delays of customer orders; and

•Supplier liquidity, as well as supplier and raw material capacity constraints, delays and related costs.

We currently do not expect any significant impact to our capital and financial resources from these macroeconomic conditions, including to our overall liquidity position based on our available cash and cash equivalents and our access to credit facilities and the capital markets.

See the "Liquidity and Financial Condition" section in this Form 10-Q for further detail and Item 1A. "Risk Factors" in our 2025 Form 10-K for macroeconomic risks related to our business.

Risks Associated with Ongoing Conflicts

The ongoing conflicts in the Middle East, as well as between Russia and Ukraine have resulted in worldwide geopolitical and macroeconomic uncertainty, including volatile commodity markets, foreign exchange fluctuations, supply chain disruptions, increased risk of cybersecurity 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). We do not have operations in Russia or Iran. Additionally, we do not have operations or material net sales in Israel, Gaza or Lebanon.

Although we have operations in the Middle East and transport products through the Middle East, we currently do not expect the recent conflicts in that region to have a material impact on our business.

To the extent possible, we continue to operate our business in Ukraine. We do not have material revenue or operating profit in Ukraine.

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We cannot predict how the events described above will evolve. Depending on the ultimate outcomes of these conflicts, which remain uncertain, they could heighten certain risks disclosed in Item 1A. "Risk Factors" in our 2025 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.

CRITICAL ACCOUNTING ESTIMATES

Preparation of our Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The accounting policies that involve the most significant estimates, assumptions and management judgments used in preparation of the Condensed Consolidated Financial Statements, or are the most sensitive to change due to outside factors, are discussed in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates" included in our 2025 Form 10-K. Except as disclosed in Note 17 to our Condensed Consolidated Financial Statements in this Form 10-Q, pertaining to adoption of new accounting pronouncements, there have been no material changes in these policies.

RESULTS OF OPERATIONS

Net Sales

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Net sales

$

$

$

$

Percentage change year-over-year

7

%

7

%

The factors contributing to the total percentage change year-over-year in total Net sales for the quarter and six months ended June 30, 2026 are as follows:

Components of Net sales change:

Organic volume

6

%

4

%

Foreign currency translation

1

%

3

%

Acquisitions and divestitures, net and other

—

%

—

%

Total % change

7

%

7

%

The Organic volume increase of 6% for the quarter ended June 30, 2026 was driven by an increase of 9% in Service, partially offset by a decrease of (1)% in New Equipment. The Organic volume increase of 4% for the six months ended June 30, 2026 was driven by an increase of 7% in Service, partially offset by a decrease of (3)% in New Equipment.

See the "Segment Review" section for a discussion of Net sales by segment.

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Cost of Products and Services Sold

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Total cost of products and services sold

$

$

$

$

Percentage change year-over-year

9

%

7

%

The factors contributing to the percentage change year-over-year for the quarter and six months ended June 30, 2026 in total cost of products and services sold are as follows:

Components of Cost of Products and Services Sold change:

Organic volume

7

%

4

%

Foreign currency translation

1

%

3

%

Acquisitions and divestitures, net and other

1

%

—

%

Total % change

9

%

7

%

The Organic volume for total cost of products and services sold increased 7% and 4% for the quarter and six months ended June 30, 2026, respectively, primarily driven by the organic sales changes noted above and the impacts of higher labor costs including the impact of ongoing costs to support operational execution and productivity, and higher material costs.

Gross Margin

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Gross margin

$

$

$

$

Gross margin percentage

%

%

%

%

T4Gross margin percentage decreased (90) basis points and (20) basis points for the quarter and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, due to the cost increases described above, partially offset by an increase in Service sales and decrease in New Equipment sales.

See the "Segment Review" section below for discussion of operating results by segment.

Research and Development

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Research and development

$

$

$

$

Percentage of Net sales

%

%

%

%

Research and development was relatively flat for the quarter and six months ended June 30, 2026, when compared to the same periods in 2025.

Selling, General and Administrative

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Selling, general and administrative

$

$

$

$

Percentage of Net sales

%

%

%

%

Selling, general and administrative expenses increased $21 million and $67 million for the quarter and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, driven by annual wage increases, higher costs resulting from organizational initiatives, costs to support ongoing operational execution and the impacts from foreign exchange, partially offset by savings resulting from restructuring actions and lower restructuring costs.

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Selling, general and administrative expenses as a percentage of Net sales decreased (40) basis points and was flat for the quarter and six months ended June 30, 2026, respectively, when compared to the same periods in 2025.

Restructuring Costs

Six Months Ended June 30,

(dollars in millions)

UpLift restructuring

$

—

$

Other restructuring

Total restructuring costs

$

$

We initiate restructuring actions to keep our cost structure competitive. T5Charges generally arise from severance related to workforce reductions and, to a lesser degree, facility exit and lease termination costs associated with the consolidation of office and manufacturing operations. We continue to closely monitor the economic environment and may undertake further restructuring actions to keep our cost structure aligned with the demands of the prevailing market conditions.

Other restructuring costs were $18 million for the six months ended June 30, 2026 and included $14 million of costs related to 2026 actions and $4 million of costs related to 2025 actions.

In addition to UpLift restructuring costs, UpLift transformation costs were $41 million in the six months ended June 30, 2025, which were primarily for consultants, third-party service providers and personnel focused on designing and implementing a centralized service delivery model that supports our new organizational structure, including the standardization of our supply chain and digital technology procurement. These UpLift transformation costs are recorded in Other income (expense), net in the Condensed Consolidated Statements of Operations.

Most of the expected charges will require cash payments, which we have funded and expect to continue to fund with cash generated from operations. The table below presents approximate cash outflows related to the restructuring actions during the six months ended June 30, 2026, and the expected cash payments to complete the actions announced:

(dollars in millions)

UpLift Actions

Other Actions

Total Restructuring

Cash outflows during the six months ended June 30, 2026

$

$

$

Expected cash payments remaining to complete actions announced

The approved UpLift restructuring actions generated approximately $103 million in annual recurring savings at the end of 2025, primarily in Selling, general and administrative expenses, and of which approximately $51 million was realized during the six months ended June 30, 2026, including $12 million of incremental savings compared to the same period in 2025.

For other restructuring actions, we generally expect to achieve annual recurring savings within the two-year period subsequent to initiating the actions, including $24 million for the 2026 actions and $38 million for the 2025 actions, of which approximately 25% relates to Cost of products and services sold and 75% relates to Selling, general and administrative expenses. Approximately $20 million of savings was realized for the 2026 and 2025 actions during the six months ended June 30, 2026.

Reorganization of Operations in China

In January 2025, we announced the reorganization of our operations in China. Among other aspects, this reorganization resulted in restructuring actions of approximately $30 million. These actions primarily included severance-related costs, and these actions were substantially completed as of December 31, 2025. Amounts related to the reorganization of operations in China are included within Other restructuring.

For additional discussion of restructuring, see Note 11 to the Condensed Consolidated Financial Statements.

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Other Income (Expense), Net

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Other income (expense), net

$

(2)

$

(5)

$

3

$

The change in Other income (expense), net of $3 million for the quarter ended June 30, 2026 compared to the same period in 2025, was partially driven by the unfavorable impacts of foreign currency mark-to-market adjustments and other adjustments. The change was also impacted by the absence of prior period items including; $18 million of UpLift transformation costs, $9 million of Separation-related adjustments, and the gain on the sale of fixed assets of $7 million.

The change in Other income (expense), net of $97 million for the six months ended June 30, 2026 compared to the same period in 2025, was partially driven by lower Separation-related adjustments of $56 million, partially offset by the unfavorable impacts of foreign exchange and other adjustments. The change was also impacted by the absence of prior period items including; $41 million of UpLift transformation costs, $21 million of non-recurring litigation-related settlement costs, $10 million of impairment loss related to net assets held for sale, and the gains on the sale of fixed assets of $14 million.

For additional discussion of the Separation-related adjustments, litigation-related settlement costs and held for sale impairment, see Note 16 to the Condensed Consolidated Financial Statements. For additional discussion of the restructuring and UpLift transformation costs, see Note 11 to the Condensed Consolidated Financial Statements.

Interest Expense (Income), Net

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Interest expense (income), net

$

$

$

$

The changes in Interest expense (income), net were flat and $14 million for the quarter and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily driven by higher interest expense related to the $700 million unsecured, unsubordinated debt issued in May 2026 and the $500 million unsecured, unsubordinated debt issued in September 2025, partially offset by lower interest expense related to the repayment of the $1.3 billion unsecured, unsubordinated debt in April 2025. The quarter ended June 30, 2026 also benefited from higher interest income.

The average interest rate on our long-term debt for the quarters ended June 30, 2026 and 2025 was 3.1% and 2.8%, respectively. For additional discussion of borrowings, see Note 6 to the Condensed Consolidated Financial Statements.

Income Taxes

Quarter Ended June 30,

Six Months Ended June 30,

Effective tax rate

%

%

%

%

The decrease in the effective tax rate for the quarter and six months ended June 30, 2026, compared to the same periods in 2025, is primarily due to the reduction in a deferred tax liability related to the mitigation of future repatriation costs recorded in the quarter ended June 30, 2026. In addition, the decrease in the effective tax rate for the six months ended June 30, 2026, is due to the absence of the impact of the increase in our estimated nondeductible TMA indemnity obligation payable to RTX recorded in the quarter ended March 31, 2025.

We anticipate some variability in the tax rate quarter to quarter from potential discrete items.

For additional discussion of income taxes and the effective income tax rate, see Note 10 to the Condensed Consolidated Financial Statements.

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Noncontrolling Interest in Subsidiaries' Earnings and Net Income Attributable to Otis Worldwide Corporation

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Noncontrolling interest in subsidiaries' earnings

$

$

$

$

Net income attributable to Otis Worldwide Corporation

$

$

$

$

Noncontrolling interest in subsidiaries' earnings decreased for the quarter and six months ended June 30, 2026 compared to the same periods in 2025 primarily due to lower net income from non-wholly owned subsidiaries. Other than our acquisition of the noncontrolling shares of Otis Electric Elevator Company Limited during the fourth quarter of 2025 and the acquisition of majority ownership of a French company in April 2026, ownership interest in the underlying non-wholly owned subsidiaries has remained generally consistent year-over-year.

For additional discussion of the acquisition of majority ownership of the French company, see Note 5 to the Condensed Consolidated Financial Statements.

Net income attributable to Otis Worldwide Corporation increased for the quarter and six months ended June 30, 2026, compared to the same periods in 2025, due to higher operating profit (including the impact of foreign exchange rates) and a lower effective tax rate, partially offset by higher interest expense in the six months ended June 30, 2026.

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Segment Review

Summary performance for our operating segments, reconciled to total operating profit, for the quarters ended June 30, 2026 and 2025 was as follows:

Net Sales

Operating Profit

Operating Profit Margin

(dollars in millions)

New Equipment

$

$

$

$

Service

Total segment

$

$

Corporate and Unallocated

General corporate expenses and other

UpLift restructuring

—

Other restructuring

UpLift transformation costs

—

Separation-related adjustments

—

9

Other, net

1

1

Consolidated Operating Profit

$

$

Summary performance for our operating segments, reconciled to total operating profit, for the six months ended June 30, 2026 and 2025 was as follows:

Net Sales

Operating Profit

Operating Profit Margin

(dollars in millions)

New Equipment

$

$

$

$

Service

Total segment

$

$

Corporate and Unallocated

General corporate expenses and other

UpLift restructuring

—

Other restructuring

UpLift transformation costs

—

Separation-related adjustments

5

Litigation-related settlement costs

—

Held for sale impairment

—

Other, net

—

1

Consolidated Operating Profit

$

$

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New Equipment

The New Equipment segment designs, manufactures, sells and installs a wide range of passenger and freight elevators, as well as escalators and moving walkways in residential and commercial buildings and infrastructure projects. Our New Equipment customers include real-estate and building developers and general contractors who develop and/or design buildings for residential, infrastructure, commercial, retail or mixed-use activity. We sell directly to customers as well as through agents and distributors. We also sell New Equipment to government agencies to support infrastructure projects, such as airports, railways or metros.

Summary performance for New Equipment for the quarters and six months ended June 30, 2026 and 2025 was as follows:

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Change

Change

Change

Change

Net sales

$

$

$

3

—%

$

$

$

—%

Cost of sales

2%

1%

(7)%

(6)%

Operating expenses

8%

Operating profit

$

$

$

$

$

$

Operating profit margin

%

%

%

%

Summary analysis of the Net sales change for New Equipment for the quarter and six months ended June 30, 2026 compared with the same periods in 2025 was as follows:

Components of Net sales change:

Organic volume

(1)

%

(3)

%

Foreign currency translation

1

%

3

%

Acquisitions and divestitures, net and other

—

%

—

%

Total % change

—

%

—

%

Net sales

T6The organic sales decrease of (1)% was primarily driven by a high teens decline in China and mid single-digit decline in EMEA, offset by approximately 10% growth in Americas and low single-digit growth in Asia Pacific.

Operating profit

New Equipment operating profit decreased $(28) million driven by the impacts of lower volume, unfavorable price, regional and product mix and higher costs resulting from organizational initiatives. Operating margin decreased (220) basis points.

Net sales

The organic sales decrease of (3)% was primarily driven by a greater than (20)% decline in China, low single-digit decline in EMEA and Asia Pacific, partially offset by mid single-digit growth in Americas.

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Operating profit

New Equipment operating profit decreased $(56) million. The impacts of lower volume, unfavorable price, regional and product mix and higher costs resulting from organizational initiatives were partially offset by productivity. Operating margin decreased (230) basis points.

Service

The Service segment performs maintenance and repair services for both our products, and those of other manufacturers, and provides modernization services to upgrade elevators and escalators. Maintenance services include inspections to ensure code compliance, preventive maintenance offerings and other customized maintenance offerings tailored to meet customer needs, as well as repair services that address equipment and component wear and tear, and breakdowns. Modernization services enhance equipment operation and improve building functionality. Modernization offerings can range from relatively simple upgrades of interior finishes and aesthetics, to complex upgrades of larger components and sub-systems, including the machine, ropes or belts, safety systems and the entire car or escalator. Our typical Service customers include building owners, facility managers, housing associations and government agencies that operate buildings where elevators and escalators are installed.

Summary performance for Service for the quarters and six months ended June 30, 2026 and 2025 was as follows:

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

Change

Change

Change

Change

Net sales

$

$

$

%

$

$

$

%

Cost of sales

%

%

7

%

8

%

Operating expenses

%

%

Operating profit

$

$

$

4

%

$

$

$

4

%

Operating profit margin

%

%

%

%

Summary analysis of Service Net sales change for the quarter and six months ended June 30, 2026 compared with the same periods in 2025 was as follows:

Components of Net sales change:

Organic volume

9

%

7

%

Foreign currency translation

1

%

3

%

Acquisitions and divestitures, net and other

1

%

1

%

Total % change

%

%

Net sales

T7The organic sales increase of 9% is due to increases in maintenance and repair of 6% and in modernization of 24%.

Components of Net sales change:

Maintenance and Repair

Modernization

Organic volume

6

%

%

Foreign currency translation

1

%

—

%

Acquisitions and divestitures, net and other

1

%

2

%

Total % change

8

%

%

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Operating profit

Service operating profit increased $21 million including foreign exchange tailwinds of $5 million. Higher volume and improved pricing were partially offset by higher costs resulting from organizational initiatives, higher labor costs including the impact of ongoing costs to support operational execution and productivity, higher material costs, and mix. Operating margin decreased (170) basis points.

Net sales

The organic sales increase of 7% is due to increases in maintenance and repair of 5% and in modernization of 16%.

Components of Net sales change:

Maintenance and Repair

Modernization

Organic volume

5

%

%

Foreign currency translation

3

%

2

%

Acquisitions and divestitures, net and other

1

%

—

%

Total % change

9

%

%

Operating profit

Service operating profit increased $40 million including foreign exchange tailwinds of $34 million. Higher volume and improved pricing were partially offset by higher costs resulting from organizational initiatives, higher labor costs including the impact of ongoing costs to support operational execution and productivity, higher material costs, and mix. Operating margin decreased (160) basis points.

Corporate and Unallocated

Quarter Ended June 30,

Six Months Ended June 30,

(dollars in millions)

General corporate expenses and other

$

$

$

$

UpLift restructuring

—

—

Other restructuring

UpLift transformation costs

—

—

Separation-related adjustments

—

9

5

Litigation-related settlement costs

—

—

—

Held for sale impairment

—

—

—

Other, net

1

1

—

1

Total Corporate and Unallocated

$

$

$

$

General corporate expenses and other increased $18 million and $19 million for the quarter and six months ended June 30, 2026, respectively, compared to the same periods in 2025, driven by the unfavorable impacts of foreign currency mark-to-market adjustments, other adjustments, and the absence of the gain on the sale of fixed assets of $7 million in the prior period.

For additional discussion of the Separation-related adjustments, litigation-related settlement costs and held for sale impairment, see Note 16 to the Condensed Consolidated Financial Statements. For additional discussion of the restructuring and UpLift transformation costs, see Note 11 to the Condensed Consolidated Financial Statements.

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LIQUIDITY AND FINANCIAL CONDITION

We expect to fund our ongoing operating, investing and financing requirements mainly through cash flows from operations, available liquidity through cash on hand, available bank lines of credit and access to capital markets.

As of June 30, 2026, we had cash and cash equivalents of $813 million, of which approximately 73% was held by the Company's foreign subsidiaries. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct our business and the cost-effectiveness with which those funds can be accessed. On occasion, we are required to maintain cash deposits with certain banks with respect to contractual obligations related to acquisitions and divestitures or other legal obligations. As of June 30, 2026 and December 31, 2025, the amount of such restricted cash was $36 million and $9 million, respectively.

From time-to-time we may need to access the capital markets to obtain financing. We may incur indebtedness or issue equity as needed. Although we believe that the arrangements in place as of June 30, 2026 permit us to finance our operations on acceptable terms and conditions, our access to, and the availability of, financing on acceptable terms and conditions in the future could be impacted by many factors, including (1) our credit ratings or absence of a credit rating, (2) the liquidity of the overall capital markets and (3) the current state of the economy, including tighter credit conditions. There can be no assurance that we will continue to have access to the capital markets on terms acceptable to us.

The following table contains several key measures of our financial condition and liquidity:

(dollars in millions)

Cash and cash equivalents

$

$

Total debt

Net debt (total debt less cash and cash equivalents)

Total equity

Total capitalization (total debt plus total equity)

Net capitalization (total debt plus total equity less cash and cash equivalents)

Total debt to total capitalization

%

%

Net debt to net capitalization

%

%

The Company does not intend to reinvest certain undistributed earnings of our international subsidiaries that have been previously taxed in the U.S. For the remainder of the Company’s undistributed international earnings, unless tax effective to repatriate, we will continue to permanently reinvest these earnings.

Borrowings and Lines of Credit

As of June 30, 2026, we had a revolving credit agreement with various banks providing for a $1.5 billion unsecured, unsubordinated five-year revolving credit facility. As of June 30, 2026, there were no borrowings under the revolving credit agreement. The undrawn portion of the revolving credit agreement serves as a backstop for the issuance of commercial paper.

As of June 30, 2026, there were no borrowings outstanding under our $1.5 billion commercial paper program. For additional discussion of borrowings, see Note 6 to the Condensed Consolidated Financial Statements.

On March 16, 2026, we repaid the Japanese Yen denominated 0.370% notes due in 2026, upon maturity, using cash on hand.

On May 7, 2026, we issued $700 million unsecured, unsubordinated three-year notes due May 7, 2029 with an interest rate of 4.488%. A majority of the proceeds will be used to fund the repayment at maturity of the Euro denominated 0.318% notes due December 15, 2026. The remainder of the proceeds were used to fund the repayment of certain of our commercial paper borrowings and for other general corporate purposes.

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Share Repurchase Program

On January 16, 2025, T8our Board of Directors approved a share repurchase program for up to $2.0 billion of Common Stock, of which approximately $500 million was remaining as of June 30, 2026.

Under this program, shares may be purchased on the open market, in privately negotiated transactions, under accelerated share repurchase programs or under plans complying with rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.

Discussion of Cash Flows

The following table reflects the major categories of cash flows. For additional details, see the Condensed Consolidated Statements of Cash Flows.

Six Months Ended June 30,

(dollars in millions)

Net cash flows provided by (used in):

Operating activities

$

$

Investing activities

Financing activities

Effect of exchange rate changes on cash and cash equivalents

1

Net increase (decrease) in cash and cash equivalents and restricted cash

$

$

Operating activities

Cash flows from operating activities primarily represent inflows and outflows associated with our operations. Primary activities include net income from operations adjusted for non-cash transactions, working capital changes and changes in other assets and liabilities.

The year-over-year increase in net cash provided by operating activities was primarily driven by higher net income and changes to working capital balances during the periods, including a larger inflow in Contract assets and liabilities, current, in the six months ended June 30, 2026 compared to the same period in 2025, due to the timing of billings on contracts compared to the progression on current contracts, a smaller decrease in Accounts payable in the six months ended June 30, 2026 compared to the same period in 2025, due to the timing of payments to suppliers, partially offset by a larger increase in Accounts receivable, net, in the six months ended June 30, 2026 compared to the same period in 2025, due to timing of billings and collections and a decrease in Accrued liabilities in the six months ended June 30, 2026 compared to an increase in the same period in 2025, due to the timing of payments of restructuring and the timing of tax payments and the related income tax expense.

Additionally, UpLift-related net payments were approximately $25 million in the six months ended June 30, 2026, compared to $52 million in the same period in 2025. Separation-related payments were approximately $63 million in the six months ended June 30, 2026, compared to $72 million in the same period in 2025.

During the six months ended June 30, 2026, net cash provided by operating activities was $680 million. The primary drivers of the inflow related to $802 million of net income, changes in Contract assets and liabilities, current, due to the timing of billings on contracts compared to the progression on current contracts, and a decrease in Other current assets due to refunds received in 2026 from the German tax litigation were partially offset by an increase in Accounts receivable, net, due to the timing of billings and collections, an increase in Inventories primarily due to higher production inventory levels related to the timing of deliveries to construction sites and a decrease in Accrued liabilities due to Separation-related payments. For additional discussion of the German tax litigation, see Note 1 and Note 15 to the Condensed Consolidated Financial Statements.

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During the six months ended June 30, 2025, net cash provided by operating activities was $405 million. Net income of $679 million includes $58 million of indemnification expense resulting from the German tax litigation, $21 million of litigation-related settlement costs and $10 million of impairment loss related to net assets held for sale, none of which resulted in cash flow activity during the six months ended June 30, 2025. Net income and an increase in Accrued liabilities due to the timing of payments of employee-related benefits and the timing of tax payments and the related income tax expense were partially offset by a decrease in Accounts payable, due to the timing of payments to suppliers and an increase in Accounts receivable, net, due to the timing of billings and collections. For additional discussion of the German tax litigation, see Note 1 and Note 15 to the Condensed Consolidated Financial Statements.

Investing activities

Cash flows from investing activities primarily represent inflows and outflows associated with long-term assets, including capital expenditures, investments in businesses and securities, proceeds from the sale of fixed assets and the settlement of derivative contracts.

During the six months ended June 30, 2026, net cash used in investing activities was $316 million. The primary drivers of the outflow related to $193 million of acquisitions of businesses and intangible assets, $84 million purchase of short-term investments and $77 million of capital expenditures, partially offset by $35 million of net cash receipts from the settlement of derivative instruments. For additional discussion of acquisitions of businesses and intangible assets, see Note 5 to the Condensed Consolidated Financial Statements.

During the six months ended June 30, 2025, net cash used in investing activities was $320 million. The primary drivers of the outflow related to $200 million of net cash payments from the settlement of derivative instruments, $82 million of acquisitions of businesses and intangible assets and $70 million of capital expenditures. These were partially offset by $34 million of net proceeds from the sale of fixed assets.

As discussed in Note 12 to the Condensed Consolidated Financial Statements, we enter into derivative instruments for risk management purposes. We operate internationally and, in the normal course of business, are exposed to fluctuations in interest rates, foreign exchange rates and commodity prices. These fluctuations can increase the costs of financing, investing and operating the business. We use derivative instruments, including forward contracts and options to manage certain foreign currency and commodity price exposures.

Financing activities

Cash flows from financing activities primarily represent inflows and outflows associated with equity and borrowings. Primary activities include short-term and long-term borrowing activity, paying dividends to shareholders, the repurchase of our Common Stock and dividends or other payments to noncontrolling interests.

During the six months ended June 30, 2026, net cash used in financing activities was $621 million. The primary drivers of the outflow were repurchases of our Common Stock of $807 million, dividends paid on our Common Stock of $330 million and repayments of long-term debt of $135 million. These were partially offset by the proceeds from the long-term debt issuance of $700 million.

During the six months ended June 30, 2025, net cash used in financing activities was $1.7 billion. The primary drivers of the outflow were repayments of long-term debt of $1.3 billion, repurchases of our Common Stock of $561 million and dividends paid on our Common Stock of $319 million. These were partially offset by short-term borrowings of $473 million.

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Guaranteed Securities: Summarized Financial Information

The following information is provided in compliance with Rule 13-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended, with respect to the 2026 Euro Notes, the 2027 Euro Notes and the 2031 Euro Notes (together the "Euro Notes"), in each case issued by Highland Holdings S.à r.l. ("Highland"), a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Luxembourg"). The Euro Notes are fully and unconditionally guaranteed by Otis Worldwide Corporation ("OWC") on an unsecured, unsubordinated basis. Refer to "Note 8: Borrowings and Lines of Credit" in Item 8 in our 2025 Form 10-K, for additional information.

Highland is a wholly-owned, indirect consolidated subsidiary of OWC. OWC is incorporated under the laws of Delaware. As a company incorporated and existing under the laws of Luxembourg, and with its registered office in Luxembourg, Highland is subject to Luxembourg insolvency and bankruptcy laws in the event any insolvency proceedings are initiated against it. Luxembourg bankruptcy law is significantly different from, and may be less favorable to creditors than, the bankruptcy law in effect in the United States and may make it more difficult for creditors to recover the amount they could expect to recover in liquidation under U.S. insolvency and bankruptcy rules.

The Euro Notes are not guaranteed by any of OWC's or Highland's subsidiaries (all OWC subsidiaries other than Highland are referred to herein as "non-guarantor subsidiaries"). Holders of the Euro Notes will have a direct claim only against Highland, as issuer, and OWC, as guarantor.

The following tables set forth the summarized financial information as of and for the six months ended June 30, 2026 and as of December 31, 2025 of each of OWC and Highland on a standalone basis, which does not include the consolidated impact of the assets, liabilities, and financial results of their subsidiaries except as noted on the tables below, nor does it include any impact of intercompany eliminations as there were no intercompany transactions between OWC and Highland. This summarized financial information is not intended to present the financial position or results of operations of OWC or Highland in accordance with U.S. GAAP.

(dollars in millions)

OWC Statement of Operations - Standalone and Unconsolidated

Revenue

$

—

Cost of revenue

—

Operating expenses

7

Income (loss) from consolidated subsidiaries

(1)

Income (loss) from operations excluding income from consolidated subsidiaries

Net income (loss) excluding income from consolidated subsidiaries

(dollars in millions)

OWC Balance Sheet - Standalone and Unconsolidated

Current assets (intercompany receivables from non-guarantor subsidiaries)

$

—

$

—

Current assets (excluding intercompany receivables from non-guarantor subsidiaries)

Noncurrent assets (investments in consolidated subsidiaries)

Noncurrent assets (excluding investments in consolidated subsidiaries)

Current liabilities (intercompany payables to non-guarantor subsidiaries)

Current liabilities (excluding intercompany payables to non-guarantor subsidiaries)

Noncurrent liabilities (intercompany payables to non-guarantor subsidiaries)

—

—

Noncurrent liabilities (excluding intercompany payables to non-guarantor subsidiaries)

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(dollars in millions)

Highland Statement of Operations - Standalone and Unconsolidated

Revenue

$

—

Cost of revenue

—

Operating expenses

—

Income (loss) from consolidated subsidiaries

Income (loss) from operations excluding income from consolidated subsidiaries

—

Net income (loss) excluding income from consolidated subsidiaries

(dollars in millions)

Highland Balance Sheet - Standalone and Unconsolidated

Current assets (intercompany receivables from non-guarantor subsidiaries)

$

$

—

Current assets (excluding intercompany receivables from non-guarantor subsidiaries)

—

—

Noncurrent assets (investments in consolidated subsidiaries)

Noncurrent assets (intercompany receivables from non-guarantor subsidiaries)

Noncurrent assets (excluding investments in consolidated subsidiaries)

—

—

Current liabilities (intercompany payables to non-guarantor subsidiaries)

—

Current liabilities (excluding intercompany payables to non-guarantor subsidiaries)

Noncurrent liabilities (intercompany payables to non-guarantor subsidiaries)

Noncurrent liabilities (excluding intercompany payables to non-guarantor subsidiaries)

Off-Balance Sheet Arrangements and Contractual Obligations

Item 5 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K discloses our off-balance sheet arrangements and contractual obligations. As of June 30, 2026, there have been no material changes to these off-balance sheet arrangements and contractual obligations, outside the ordinary course of business except for those disclosed in "Note 6, Borrowings and Lines of Credit" within Item 1 of this Form 10-Q.