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August 29, 2019
Judith F. Marks
President and Chief Executive Officer
Otis Worldwide Corporation
One Carrier Place
Farmington, CT 06032
Re: Otis Worldwide Corporation
Draft Registration Statement on Form 10
Submitted August 9, 2019
CIK No. 0001781335
Dear Ms. Marks:
We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments.
Draft Registration Statement Submitted August 9, 2019
General, page i
1. 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.
2. 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. 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
Judith F. Marks
FirstName LastNameJudith F. Marks
Otis Worldwide Corporation
Comapany NameOtis Worldwide Corporation
August 29, 2019
August 29, 2019 Page 2
Page 2
FirstName LastName
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.
The Separation and Distribution, page 15
3. 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
4. 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.
Your percentage of ownership in Otis may be diluted in the future, page 37
5. 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.
Cautionary Note Regarding Forward-Looking Statements, page 40
6. 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.
Unaudited Combined Pro Forma Financial Information
Note 2. Pro Forma Adjustments, page 60
7. 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.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
72
8. We note from your disclosure on page 7 that following the
distribution, you will enter into
Judith F. Marks
FirstName LastNameJudith F. Marks
Otis Worldwide Corporation
Comapany NameOtis Worldwide Corporation
August 29, 2019
August 29, 2019 Page 3
Page 3
FirstName LastName
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
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.
Off-Balance Sheet Arrangements and Contractual Obligations, page 81
9. 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. Your Liquidity section
should also be
revised to describe the nature and terms of this new debt.
Combined Financial Statements
Note 18-Contingent Liabilities, page F-36
10. 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. 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.
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.
Judith F. Marks
Otis Worldwide Corporation
August 29, 2019
Page 4
You may contact Effie Simpson at 202-551-3346 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with
any other
questions.
FirstName LastNameJudith F. Marks Sincerely,
Comapany NameOtis Worldwide Corporation
Division of
Corporation Finance
August 29, 2019 Page 4 Office of
Transportation and Leisure
FirstName LastName