Trane Technologies (TT) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A53 rewritten82 added78 removed154 unchanged
All filing items1,230 rewritten1,544 added1,614 removed1,019 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 6 new, 6 reworded and 16 unchanged since FY2019. 3 headings from FY2019 no longer appear.
- Sentence by sentence, 1,544 added, 1,614 removed, 1,230 rewritten and 1,019 unchanged across 20 items that differ.
New Item 1A headings (6)
- The COVID-19 global pandemic and resulting adverse economic conditions have already adversely impacted our business and could have a more material adverse impact on our business, financial condition and results of operations.
- We face significant competition in the markets that we serve.
- The Aldrich and Murray Chapter 11 cases involve various risks and uncertainties that could have a material effect on us.
- Data privacy and protection laws are evolving and present increasing compliance challenges.
- Our business may be adversely affected by work stoppages, union negotiations, labor disputes and other matters associated with our labor force.
- If the Distribution is determined to be taxable for Irish tax purposes, significant Irish tax liabilities may arise for our shareholders.
Removed Item 1A headings (3)
- The proposed Reverse Morris Trust transaction with GDI is subject to various risks and uncertainties, and there is no assurance that the transaction will be completed on the terms or timeline contemplated, if at all.
- We are subject to business uncertainties while the Reverse Morris Trust transaction with GDI is pending and the transaction may have an adverse effect on us even if not completed.
- We may be unable to achieve some or all of the benefits that we expect to achieve from the transaction.
Reworded Item 1A headings (6)
[removed: We face significant competition in the markets that we serve and our][added: Our] growth is dependent, in part, on the development, commercialization and acceptance of new products and services.- We
[removed: may be][added: are] subject to risks relating to our information technology systems. - Security breaches or disruptions of
[removed: our][added: the] technology systems, infrastructure or products [added: of the Company or our vendors] could negatively impact our business and financial results. - Our business strategy includes acquiring companies, [added: businesses,] product lines, plants and assets, entering into joint ventures and making investments that complement our existing businesses. We also occasionally divest businesses that we own. We may not identify acquisition or joint venture candidates [added: or investment opportunities] at the same rate as the past. Acquisitions, dispositions, joint ventures and investments that we identify could be unsuccessful or consume significant resources, which could adversely affect our operating results.
- Changes in tax or other laws, regulations or treaties,
[removed: including the enactment of the U.S. Tax Cuts and Jobs Act,]changes in our status under U.S. or non-U.S. laws or adverse determinations by taxing or other governmental authorities could increase our tax burden or otherwise affect our financial condition or operating results, as well as subject our shareholders to additional taxes. - If the Distribution together with certain related transactions do not qualify as tax-free under Sections 355 and 368(a) of the Code, including as a result of subsequent acquisitions of stock of the Company or
[removed: GDI,][added: Ingersoll Rand Inc.,] then the Company and our shareholders may be required to pay substantial U.S. federal income taxes, and[removed: GDI][added: Ingersoll Rand Inc.] may be obligated to indemnify the Company for such taxes imposed on the Company.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
53 rewritten, 82 added, 78 removed, 154 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
[removed: | • |] [added: -] changes in local laws and regulations or imposition of currency restrictions and other restraints; [removed: |]
[removed: | • |] [added: -] limitation of ownership rights, including expropriation of assets by a local government, and limitation on the ability to repatriate earnings; [removed: |]
[removed: | • |] [added: -] sovereign debt crises and currency instability in developed and developing countries; [removed: |]
[removed: | • |] [added: -] trade protection measures such as import or export restrictions and requirements, the imposition of burdensome tariffs and quotas or revocation or material modification of trade agreements; [removed: |]
[removed: | • |] [added: -] difficulty in staffing and managing global operations; [removed: |]
[removed: | • |] [added: -] difficulty of enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems; [removed: |]
[removed: | • |] [added: -] national and international conflict, including war, civil disturbances and terrorist acts; and [removed: |]
[removed: | • |] [added: -] recessions, economic downturns, slowing economic growth and social and political instability. [removed: |]
[removed: We face significant competition in the markets that we serve and our] [added: Our] growth is dependent, in part, on the development, commercialization and acceptance of new products and services.
[removed: In addition, we] [added: We] must develop and commercialize new products and services in a rapidly changing technological and business environment in order to remain competitive in our current and future markets and in order to continue to grow our business.
The instruments utilized are viewed as risk management tools, [removed: involve little complexity] and are not used for trading or speculative purposes.
We [removed: may be] [added: are] subject to risks relating to our information technology systems.
[added: If these systems cease to function properly, if these systems experience security breaches or disruptions or if these systems do not] provide the anticipated benefits, our ability to manage our operations could be impaired, which could have a material adverse impact on our results of operations, financial condition, and cash flows.
Security breaches or disruptions of [removed: our] [added: the] technology systems, infrastructure or products [added: of the Company or our vendors] could negatively impact our business and financial results.
Our information technology systems, networks and infrastructure and technology embedded in certain of our control products [added: have been and] may be subject to cyber attacks and unauthorized security intrusions.
Like other large companies, certain of our information technology systems [added: and the systems of our vendors] have been subject to computer viruses, malicious code, unauthorized access, phishing attempts, denial-of-service attacks and other cyber attacks and we expect [removed: to] [added: that we and our vendors will] be subject to similar attacks in the future.
Despite having instituted security policies and business continuity plans, and implementing and regularly reviewing and updating processes and procedures to protect against unauthorized [removed: access,] [added: access and requiring similar protections from our vendors,] the ever-evolving threats mean we must continually evaluate and adapt our systems and [removed: processes,] [added: processes] and [added: ask our vendors to do the same, and] there is no guarantee that [removed: they] [added: such steps] will be adequate to safeguard against all data security breaches or misuses of data.
Our systems, networks and certain of our control products [added: and those of our vendors] may also be vulnerable to system damage, malicious attacks from hackers, employee errors or misconduct, viruses, power and utility outages, and other catastrophic events.
[removed: In addition, data] [added: Data] privacy and protection laws are evolving and present increasing compliance [removed: challenges, which increase our costs, affect our competitiveness and can expose us to substantial fines or other penalties.][added: challenges.]
At December 31, [removed: 2019,] [added: 2020,] the net carrying value of our goodwill and other indefinite-lived intangible assets totaled [removed: $6.8] [added: $5.3] billion and [removed: $2.8] [added: $2.6] billion, respectively.
While we are committed to pursuing these [removed: sustainable solutions,] [added: sustainability objectives,] there can be no assurance that our commitments will be successful, that our products will be accepted by the market, that proposed regulation or deregulation will not have a negative competitive impact or that economic returns will match the investment that we are making in new product development.
Some countries, including the U.S., have not yet ratified the [removed: amendment and there could be lower] [added: amendment, lowering] customer demand for next generation products in these countries.
Our business strategy includes acquiring companies, [added: businesses,] product lines, plants and assets, entering into joint ventures and making investments that complement our existing businesses.
We may not identify acquisition or joint venture candidates [added: or investment opportunities] at the same rate as the past.
[removed: | • |] [added: -] diversion of management time and attention from daily operations; [removed: |]
[removed: | • |] [added: -] difficulties integrating acquired businesses, technologies and personnel into our [removed: business; |][added: business without high costs;]
[removed: | • |] [added: -] difficulties in obtaining and verifying the financial statements and other business [added: and other due diligence] information of acquired businesses; [removed: |]
[removed: | • |] [added: -] inability to obtain required regulatory approvals and/or required financing on favorable terms; [removed: |]
[removed: | • |] [added: -] potential loss of key employees, key contractual relationships or key customers of either acquired businesses or our business; [removed: |]
[removed: | • |] [added: -] assumption of the liabilities and exposure to unforeseen or undisclosed liabilities of acquired businesses and exposure to regulatory sanctions; [removed: |]
[removed: | • |] [added: -] inheriting internal control deficiencies; [removed: |]
[removed: | • |] [added: -] dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities; and [removed: |]
[removed: | • |] [added: -] in the case of joint ventures and other investments, interests that diverge from those of our partners without the ability to direct the management and operations of the joint venture or investment in the manner we believe most appropriate to achieve the expected value. [removed: |]
Changes in current laws and regulations could require us to increase our compliance expenditures, cause us to [removed: significantly alter or discontinue offering existing products and services or cause us to develop new products and services.]
[removed: The Company's] [added: Our] intellectual property rights are important to [removed: its] [added: our] business and include numerous patents, trademarks, copyrights, trade secrets, proprietary technology, technical data, business processes, and other confidential information.
Changes in tax or other laws, regulations or treaties, [removed: including the enactment of the U.S. Tax Cuts and Jobs Act,] changes in our status under U.S. or non-U.S. laws or adverse determinations by taxing or other governmental authorities could increase our tax burden or otherwise affect our financial condition or operating results, as well as subject our shareholders to additional taxes.
As part of the migration from a worldwide system of taxation to a modified territorial system for corporations, the Act imposed a transition tax on certain unrepatriated earnings of non-U.S. [added: subsidiaries and an additional annual U.S. tax on the earnings of certain non-U.S.] subsidiaries.
Notwithstanding this change in U.S. tax law, we continue to monitor for other tax changes, U.S. and non-U.S. [removed: related.][added: related, which can also adversely impact our overall tax burden.]
Moreover, the Organisation for Economic Co-operation and Development has released proposals to create an agreed set of international rules for fighting base erosion and profit shifting, [added: including Pillar One and Pillar Two,] such that tax laws in countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely impact us.
In particular, any changes and/or differing interpretations of applicable tax law that have the effect of disregarding the shareholders' decision to reorganize in Ireland, limiting our ability to take advantage of tax treaties between jurisdictions, modifying or eliminating the deductibility of various currently deductible payments, or increasing the tax burden of operating or being resident in a particular [removed: country,] [added: country] could subject us to increased taxation.
Risks Related to Economic Conditions
The COVID-19 global pandemic and resulting adverse economic conditions have already adversely impacted our business and could have a more material adverse impact on our business, financial condition and results of operations.
We continue to closely monitor the impact of the COVID-19 global pandemic on all aspects of our business and geographies, including how it has and will impact our customers, team members, suppliers, vendors, business partners and distribution channels.
The COVID-19 global pandemic has created significant volatility, uncertainty and economic disruption, which may continue to affect our business operations and may materially and adversely affect our results of operations, cash flows and financial position.
While our business is largely categorized as “essential” by the U.S. Department of Homeland Security, the COVID-19 global pandemic has caused certain disruptions to and shutdowns of our business and operations and could cause material disruptions to and shutdowns of our business and operations in the future as a result of, among other things, quarantines, worker absenteeism as a result of illness or other factors, social distancing measures and other travel, health-related, business or other restrictions.
Our business and operations have been impacted globally, resulting in lower revenue, supply chain delays and unfavorable foreign currency exchange rate movements.
The COVID-19 global pandemic has also adversely impacted, and may continue to adversely impact, our suppliers and their manufacturers and our customers.
The effects of the COVID-19 global pandemic may exacerbate supply chain issues with these suppliers.
As a result of the effects of the COVID-19 global pandemic, our costs have increased (including the costs to address the health and safety of our employees), our ability to obtain products or services from suppliers has been and may be adversely impacted, and our ability to operate at certain impacted locations has been and may be impacted, and, as a result, our business, financial condition and results of operations have been adversely impacted and could be materially adversely affected if the current outbreak and spread of the COVID-19 global pandemic continues.
The COVID-19 global pandemic also resulted in severe disruptions and volatility in financial markets which had a material adverse impact on some of our customers and suppliers.
A recurrence in volatility due to a resurgence in the COVID-19 global pandemic could impact our access to capital and credit markets.
Notwithstanding the recent introduction of vaccines to combat the COVID-19 global pandemic and measures taken by governments to provide economic stimulus, the severity of the pandemic’s impact on economies in the United States and around the world, the potential length of the economic recovery and the longer term economic impacts are uncertain.
The current and potential further outbreaks and spread of the COVID-19 global pandemic or other future pandemics could cause a delayed recovery, a prolonged recession or future economic disruptions, which could have a further adverse impact on our financial condition and operations.
The impact of the COVID-19 global pandemic may also exacerbate other risks discussed in Item 1A.
Risk Factors in our Annual Report on Form 10-K, any of which could have a material effect on us.
This situation is continuing to evolve rapidly and additional impacts may arise that we are not aware of currently.
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
We face significant competition in the markets that we serve.
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
The Aldrich and Murray Chapter 11 cases involve various risks and uncertainties that could have a material effect on us.
On June 18, 2020, our indirect wholly-owned subsidiaries Aldrich Pump LLC (Aldrich) and Murray Boiler LLC (Murray) each filed a voluntary petition for reorganization under Chapter 11 of Title 11 the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Western District of North Carolina in Charlotte (the Bankruptcy Court).
The goal of these Chapter 11 filings is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which would establish, in accordance with section 524(g) of the Bankruptcy Code, a trust to pay all asbestos claims.
Such a resolution, if achieved, would likely include a channeling injunction to enjoin asbestos claims resolved in the Chapter 11 cases from being filed or pursued against us or our affiliates.
The Chapter 11 cases remain pending.
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
Certain of our subsidiaries have entered into funding agreements with Aldrich and Murray (collectively the Funding Agreements), pursuant to which those subsidiaries are obligated, among other things, to fund the costs and expenses of Aldrich and Murray during the pendency of the Chapter 11 cases to the extent distributions from their respective subsidiaries are insufficient to do so and to provide an amount for the funding for a trust established pursuant to section 524(g) of the Bankruptcy Code, to the extent that the other assets of Aldrich and Murray are insufficient to provide the requisite trust funding.
There are a number of risks and uncertainties associated with these Chapter 11 cases, including, among others, those related to:
- the ultimate determination of the asbestos liability of Aldrich and Murray to be satisfied under a Chapter 11 plan;
- the outcome of negotiations with the committee of asbestos personal injury claimants appointed in the Chapter 11 cases, the future claimants' representative appointed in the Chapter 11 cases and other participants in the Chapter 11 cases, including insurers, concerning, among other things, the size and structure of a potential section 524(g) trust to pay the asbestos liability of Aldrich and Murray and the means for funding that trust;
- the actions of representatives of the asbestos claimants, including opposition to the extension of the Bankruptcy Court order temporarily staying asbestos-related claims against us and other potential actions in opposition to, or otherwise inconsistent with, the efforts by Aldrich and Murray to diligently prosecute the Chapter 11 cases and ultimately seek Bankruptcy Court approval of a plan of reorganization;
- the decisions of the Bankruptcy Court relating to numerous substantive and procedural aspects of the Chapter 11 case, including with regard to the extension of the Bankruptcy Court order temporarily staying asbestos-related claims against us and other efforts by Aldrich and Murray to diligently prosecute the Chapter 11 cases and ultimately seek Bankruptcy Court approval of a plan of reorganization, whether such decisions are in response to actions of representatives of the asbestos claimants or otherwise; and
- the decisions of appellate courts regarding approval of a plan of reorganization or relating to orders of the Bankruptcy Court that may be appealed.
The ability of Aldrich and Murray to successfully reorganize and resolve their asbestos liabilities will depend on various factors, including their ability to reach agreements with representatives of the asbestos claimants on the terms of a plan of reorganization that satisfies all applicable legal requirements and to obtain the requisite court approvals of such plan, and remains subject to the risks and uncertainties described above.
We cannot ensure that Aldrich and Murray can successfully reorganize, nor can we give any assurances as to the amount of the ultimate obligations under the Funding Agreements or the resulting impact on our financial condition, results of operations or future prospects.
We are also unable to predict the timing of any of the foregoing matters or the timing for a resolution of the Chapter 11 cases, all of which could have an impact on us.
It also is possible that, in the Chapter 11 cases, various parties will seek to bring claims against us and other related parties, including by raising allegations that we are liable for the asbestos-related liabilities of Aldrich and Murray.
Although we believe we have no such responsibility for liabilities of Aldrich and Murray, except indirectly through our obligation to provide funding to Aldrich and Murray under the terms of the Funding Agreements, we cannot provide assurances that such claims will not be pursued.
In sum, the outcome of the Chapter 11 cases is uncertain and there is uncertainty as to what extent we may have to contribute to a section 524(g) trust under the Funding Agreements.
Risks Related to Cybersecurity and Technology
We have had failures of these systems in the past and may have failures of these systems in the future.
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If these systems cease to function properly, if these systems experience security breaches or disruptions or if these systems do not
Additionally, we committed to increase energy efficiency and reduce the greenhouse gas footprint of our operations by 35 percent by 2020, which we achieved in 2018, two years early.
In addition, the U.S. withdrawal from the Paris Accord could affect our competitiveness in certain markets.
The business of many of our industrial customers, particularly oil and gas companies are to varying degrees cyclical and have experienced periodic downturns.
During such economic downturns, customers in these industries historically have tended to delay major capital projects, maintenance projects and upgrades.
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It may be difficult for us to complete transactions quickly without high costs and to integrate acquired operations efficiently into our business operations.
An excerpt. Shown here: 40 of 53 rewritten, 40 of 82 added and 40 of 78 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
116 rewritten, 348 added, 216 removed, 148 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
*This section discusses [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
Discussions of [removed: 2017] [added: 2018] items and year-to-year comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] have been excluded in this Form 10-K and can be found in [removed: “Management’s] [added: "Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations"] in Part II, Item 7 of our Annual Report on Form 10-K for [removed: the] year ended December 31, [removed: 2018.*][added: 2019.*]
As a global business, our operations are affected by worldwide, regional and industry-specific economic [removed: factors,] [added: factors] as well as political [removed: factors,] [added: and social factors] wherever we operate or do business.
Our geographic [removed: and industry diversity,] [added: diversity] and the breadth of our product and services [removed: portfolios,] [added: portfolios] have helped mitigate the impact of any one industry or the economy of any single country on our consolidated operating results.
Given [removed: the] [added: our] broad range of products manufactured and geographic markets served, management uses a variety of factors to [removed: forecast] [added: predict] the outlook for [removed: the Company.][added: our company.]
In addition, we believe our order rates are indicative of future revenue and thus [added: are] a key measure of anticipated performance.
Our [removed: growing] geographic and [removed: industry] [added: product] diversity coupled with our large installed product base provides growth opportunities within our service, parts and replacement revenue streams.
*Separation of Industrial Segment [removed: Businesses*][added: Business*]
Share repurchases are made from time to time in accordance with management's [added: balanced] capital allocation strategy, subject to market conditions and regulatory requirements.
[removed: In February 2017, our Board of Directors authorized the repurchase of up to $1.5] billion of our ordinary shares under a share repurchase program [removed: (the 2017] [added: (2018] Authorization) upon completion of the prior authorized share repurchase program.
In [removed: October 2018,] [added: February 2021,] our Board of Directors authorized the repurchase of up to [removed: $1.5] [added: $2.0] billion of our ordinary shares under a [added: new] share repurchase program [removed: (2018] [added: (2021] Authorization) upon completion of the [removed: 2017] [added: 2018] Authorization.
During the year ended December 31, [removed: 2019,] [added: 2020,] we repurchased and canceled approximately [removed: $750] [added: $250] million of our ordinary shares leaving approximately [removed: $750] [added: $500] million remaining under the 2018 Authorization.
In [removed: June 2018,] [added: February 2021,] we announced an [added: 11%] increase in our quarterly share dividend from [removed: $0.45 to] $0.53 [added: to $0.59] per ordinary [removed: share.][added: share that will begin with our March 2021 payment.]
In March 2019, we issued $1.5 billion principal amount of senior notes in three tranches through [removed: Ingersoll-Rand] [added: Trane Technologies] Luxembourg Finance S.A., an indirect, wholly-owned subsidiary.
Year Ended December 31, [removed: 2019] [added: 2020] Compared to the Year Ended December 31, [removed: 2018] [added: 2019] - Consolidated Results
| Dollar amounts in millions | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [added: | | 2019 | | | | | |] Period Change | | | | [removed: 2019 %] [added: | | 2020 %] of Revenues | | [removed: 2018 %] [added: | | | | 2019 %] of Revenues | [added: | |]
| Net revenues | | [removed: $] | [removed: 16,598.9 | | |] $ | [removed: 15,668.2 | |] [added: —] | [removed: $] | [removed: 930.7] | | | [added: $] | [added: —] | |
| Other income/(expense), net | | [removed: (33.0] | | [removed: )] | | [removed: (36.4 | | )] [added: $] | [added: 4.1] | [removed: 3.4] | | | | [added: $] | [added: (28.4)] | |
| Earnings before income taxes | | [removed: 1,741.6] | | | | [removed: 1,660.3] [added: 1,288.2] | | | | [removed: 81.3] | | [added: 1,398.9] | | | | | [added: | (110.7) | | | | | | | | | | | | | | |]
| Earnings from continuing operations | | [removed: 1,387.9] | | | | [removed: 1,379.0] [added: 991.4] | | | | [removed: 8.9] | | [added: 1,160.3] | | | | | [added: | (168.9) | | | | | | | | | | | | | | |]
| [removed: Discontinued] [added: Other discontinued] operations, net of tax | | [removed: 40.6] | | | | [removed: (21.5 | | )] [added: (36.5)] | | [removed: 62.1] | | | | [added: 40.6] | | |
| Net earnings | | [added: | | | |] $ | [removed: 1,428.5] [added: 870.0] | | | [added: | |] $ | [removed: 1,357.5] [added: 1,428.5] | | | [added: | |] $ | [removed: 71.0] [added: (558.5)] | | | | | | [added: | | | | | | | |]
*Net revenues* for the year ended December 31, [removed: 2019 increased] [added: 2020 decreased] by [removed: 5.9%,] [added: 4.8%,] or [removed: $930.7] [added: $621.2] million, compared with the same period of [removed: 2018.][added: 2019.]
| Currency translation | [removed: (1.3] | [removed: )%] | [added: (0.1) | | % |]
[removed: Cost] [added: | Cost] of [removed: Goods Sold][added: goods sold | | | | | | (8,651.3) | | | | | | (9,085.5) | | | | | | 434.2 | | | | | | 69.5% | | | | | | 69.5% | | |]
[removed: *Cost of goods sold*] [added: *Net revenues*] for the year ended December 31, [removed: 2019 increased] [added: 2020 decreased] by [removed: 5.6%,] [added: 3.7%] or [removed: $603.9] [added: $373.6] million, compared with the same period of [removed: 2018.][added: 2019.]
*Selling and administrative expenses* for the year ended December 31, [removed: 2019 increased] [added: 2020 decreased] by [removed: 7.8%,] [added: 2.1%,] or [removed: $226.6] [added: $49.7] million, compared with the same period of [removed: 2018.][added: 2019.]
[removed: Operating] [added: Gross profit] margin [removed: remained flat at 12.2%] for the year ended December 31, [removed: 2019] [added: 2020 remained flat at 30.5%] compared [removed: with] [added: to] the same period of [removed: 2018.][added: 2019.]
*Interest expense* for the year ended December 31, [removed: 2019] [added: 2020] increased by [removed: $22.3] [added: $5.9] million compared with the same period of [removed: 2018.][added: 2019 due to the $1.5 billion issuance of Senior notes during the first quarter of 2019.]
| Foreign currency exchange gain (loss) | | [removed: (12.3] | | [removed: )] | | [removed: (17.6] [added: (10.0)] | | [removed: )] | | [removed: 5.3] | | [added: (9.5)] | [added: | |]
| Other components of net periodic benefit cost | | [removed: (39.3] | | [removed: )] | | [removed: (21.9] [added: (14.7)] | | [removed: )] | | [removed: (17.4] | | [removed: )] [added: (34.9)] | [added: | |]
| Other income/(expense), net | | [removed: $] | [removed: (33.0] | [removed: )] | | [removed: $] [added: 4.1] | [removed: (36.4] | [removed: )] | | [removed: $] | [removed: 3.4] | [added: (28.4)] | [added: | | | | | 32.5 | | | | | | | | | | | | | | |]
The 2019 effective tax rate was [removed: 20.3%] [added: 17.1%] which is [removed: slightly] lower than the U.S. Statutory rate of 21% primarily due to a reduction in deferred tax asset valuation allowances for certain non-U.S. net deferred tax assets and excess tax benefits from employee share-based payments.
[removed: In addition, the reduction was] also driven by earnings in non-U.S. jurisdictions, which in aggregate, have a lower effective tax rate.
Revenues from non-U.S. jurisdictions accounted for approximately [removed: 34%] [added: 31%] of our total 2019 revenues, such that a material portion of our pretax income was earned and [added: taxed outside the U.S. at rates ranging from 0% to 38%.]
Revenues from non-U.S. jurisdictions accounted for approximately [removed: 36%] [added: 28%] of our total [removed: 2018] [added: 2020] revenues, such that a material portion of our pretax income was earned and taxed outside the U.S. at rates ranging from 0% to 38%.
| Pre-tax earnings (loss) from discontinued operations | | [removed: $] | [removed: 54.8] | | | [removed: $] [added: (136.3)] | [removed: (85.5] | [removed: )] | | [removed: $] | [removed: 140.3] | [added: 397.5] | [added: | |]
| Discontinued operations, net of tax | | [removed: $] | [removed: 40.6] | | | $ | [removed: (21.5] [added: (121.4)] | [removed: )] | | [added: | |] $ | [removed: 62.1] [added: 268.2] | |
Year Ended December 31, [removed: 2019] [added: 2020] Compared to the Year Ended December 31, [removed: 2018] [added: 2019] - [removed: Results by Segment][added: Segment Results]
| Dollar amounts in millions | | [added: | | | | 2020 | | | | | |] 2019 | | | | [removed: 2018] | | | | [removed: Period Change] | | | | % Change | | [added: |]
Organizational
Trane Technologies plc is a global climate innovator.
We bring efficient and sustainable climate solutions to buildings, homes and transportation driven by strategic brands Trane® and Thermo King® and an environmentally responsible portfolio of products and services.
Prior to the separation of our Industrial segment on February 29, 2020, we announced a new organizational model and business segment structure designed to enhance our regional go-to-market capabilities, aligning the structure with our strategy and increased focus on climate innovation.
Under the revised structure, we created three new regional operating segments from the former climate segment, which also serve as our reportable segments.
- Our Americas segment innovates for customers in the North America and Latin America regions.
The Americas segment encompasses commercial heating and cooling systems, building controls, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
- Our EMEA segment innovates for customers in the Europe, Middle East and Africa regions.
The EMEA segment encompasses heating and cooling systems, services and solutions for commercial buildings, and transport refrigeration systems and solutions.
- Our Asia Pacific segment innovates for customers throughout the Asia Pacific region.
The Asia Pacific segment encompasses heating and cooling systems, services and solutions for commercial buildings and transport refrigeration systems and solutions.
This model is designed to create deep customer focus and relevance in markets around the world.
All prior period comparative segment information has been recast to reflect the current reportable segments.
On February 29, 2020 (Distribution Date), we completed our Reverse Morris Trust transaction (the Transaction) with Gardner Denver Holdings, Inc. (Gardner Denver, which changed its name to Ingersoll Rand Inc. after the Transaction) whereby we distributed Ingersoll-Rand U.S. HoldCo, Inc., which contained our former Industrial segment (Ingersoll Rand Industrial), through a pro rata distribution (the Distribution) to our shareholders of record as of February 24, 2020.
Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Gardner Denver.
Upon close of the Transaction, our existing shareholders received approximately 50.1% of the shares of Gardner Denver common stock on a fully-diluted basis and Gardner Denver stockholders retained approximately 49.9% of the shares of Gardner Denver on a fully diluted basis.
As a result, our shareholders received .8824 shares of Gardner Denver common stock with respect to each share owned as of February 24, 2020.
In connection with the Transaction, Ingersoll-Rand Services Company, an affiliate of Ingersoll Rand Industrial, borrowed an aggregate principal amount of $1.9 billion under a senior secured first lien term loan facility (Term Loan), the proceeds of which were used to make a special cash payment of $1.9 billion to a subsidiary of ours.
The obligations under the Term Loan were retained by Ingersoll-Rand Services Company, which following the Transaction is a wholly-owned subsidiary of Gardner Denver.
In connection with the Transaction, we entered into several agreements covering supply, administrative and tax matters to provide or obtain services on a transitional basis for varying periods after the Distribution Date.
The agreements cover services such as manufacturing, information technology, human resources and finance.
Income and expenses under these agreements were not material.
In accordance with several customary transaction-related agreements between us and Gardner Denver, the parties are in a process to determine final adjustments to working capital, cash and indebtedness amounts as of the Distribution Date, as well as another process to determine funding levels related to pension plans, non-qualified deferred compensation plans and retiree health benefits.
As of December 31, 2020, both are ongoing in accordance with the transaction-related agreements.
Upon finalization of these agreements, any adjustments will be recognized within *Retained earnings*.
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
*COVID-19 Global Pandemic*
In March 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a newly discovered coronavirus, known now as COVID-19, as a global pandemic and recommended containment and mitigation measures worldwide.
Beginning in the first quarter of 2020, many countries responded by implementing measures to combat the outbreak which impacted global business operations and resulted in our decision to temporarily close or limit our workforce to essential crews within many facilities throughout the world in order to ensure employee safety.
In addition, our non-essential employees were instructed to work from home in compliance with global government stay-in-place protocols.
We have been adversely impacted by the COVID-19 global pandemic.
Temporary facility closures beginning in the first quarter of 2020 disrupted results in the Asia Pacific region with impacts more widely felt throughout operations in the Americas and EMEA in the months thereafter.
During the second quarter of 2020, we began to reopen facilities while maintaining appropriate health and safety precautions.
However, the challenges in connection with the pandemic continued as we experienced lower volume, which negatively impacted revenue, and certain supply chain delays.
In response, we proactively initiated cost cutting actions in an effort to mitigate the impact of the pandemic on our business.
This included reducing discretionary spending, restricting travel, delaying merit-based salary increases and implementing employee furloughs in certain markets.
We continue to navigate the new realities brought about by the COVID-19 global pandemic as well as any impact on our liquidity needs and ability to access capital markets.
Despite these challenges, all production facilities remain open and we continue to sell, install and service our products.
During the second half of 2020, we did not experience any major delays in our supply chain and continued to focus on health and safety precautions to protect our employees and customers.
In addition, during the fourth quarter of 2020 we completed several restorative actions including the reinstatement of annual merit-based salary increases and resuming all aspects of our balanced capital allocation strategy which included acquisitions and share repurchases.
Organization
We are a diversified, global company that provides products, services and solutions to enhance the quality, energy efficiency and comfort of air in homes and buildings, transport and protect food and perishables and increase industrial productivity and efficiency.
Our business segments consist of Climate and Industrial, both with strong brands and highly differentiated products within their respective markets.
We generate revenue and cash primarily through the design, manufacture, sale and service of a diverse portfolio of industrial and commercial products that include well-recognized, premium brand names such as American Standard®, ARO®, Club Car®, Ingersoll-Rand®, Thermo King® and Trane®.
To achieve our mission of being a world leader in creating comfortable, sustainable and efficient environments, we continue to focus on growth by increasing our recurring revenue stream from parts, service, controls, used equipment and rentals; and to continuously improve the efficiencies and capabilities of the products and services of our businesses.
We also continue to focus on operational excellence strategies as a central theme to improving our earnings and cash flows.
In those industry segments where we are a capital equipment provider, revenues depend on the capital expenditure budgets and spending patterns of our customers, who may delay or accelerate purchases in reaction to changes in their businesses and in the economy.
Current economic conditions have moderated during the year and are mixed between the businesses in which we participate.
Heating, Ventilation, and Air Conditioning (HVAC) equipment, replacement, services, controls and aftermarket continue to experience healthy demand.
In addition, Residential and Commercial markets have seen continued momentum in the United States, positively impacting the results of our HVAC businesses.
While geopolitical uncertainty exists in markets such as Europe, Asia and Latin America, we expect growth in our HVAC markets in 2020.
Transport markets moderated in the second half of 2019 and we expect softer Transport markets in 2020.
Global Industrial markets have moderated during the year and are now mixed with continued economic uncertainty driving weak short-cycle Industrial investment spending.
We expect growth at the enterprise level to continue in 2020, benefiting from operational excellence initiatives, new product launches and continued sales excellence programs.
In April 2019, Ingersoll-Rand plc and Gardner Denver Holdings, Inc. (GDI) announced that they entered into definitive agreements pursuant to which we will separate our Industrial segment businesses (IR Industrial) by way of spin-off to our shareholders and then combine with GDI to create a new company focused on flow creation and industrial technologies.
This business is expected to be renamed Ingersoll-Rand Inc. Our remaining HVAC and transport refrigeration businesses, reported under the Climate segment, will focus on climate control solutions for buildings, homes and transportation and be renamed Trane Technologies plc.
The transaction is expected to close by early 2020, subject to approval by GDI’s shareholders, regulatory approvals and customary closing conditions.
*Acquisitions and Equity Investments*
During 2019, we acquired several businesses that complement existing products and services.
In May 2019, we acquired 100% of the outstanding stock of Precision Flow Systems (PFS).
PFS, reported in the Industrial segment, is a manufacturer of precision flow control equipment including precision dosing pumps and controls that serve the global water, oil and gas, agriculture, industrial and specialty market segments.
Acquisitions within the Climate segment consisted of an independent dealer to support the ongoing strategy to expand our distribution network in North America as well as other businesses that strengthen our product portfolio.
During 2018, we acquired several businesses and entered into a joint venture.
In May 2018, we completed our investment of a 50% ownership interest in a joint venture with Mitsubishi Electric Corporation (Mitsubishi).
The joint venture, reported within the Climate segment, focuses on marketing, selling and supporting variable refrigerant flow (VRF) and ductless heating and air conditioning systems through Trane, American Standard and Mitsubishi channels in the U.S. and select Latin American countries.
In January 2018, we acquired 100% of the outstanding stock of ICS Group Holdings Limited (ICS Cool Energy).
The acquired business, reported within the Climate segment, specializes in the temporary rental of energy efficient chillers for commercial and industrial buildings across Europe.
It also sells, permanently installs and services high performance temperature control systems for all types of industrial processes.
*Share Repurchase Program and Dividends*
Repurchases under the 2017 Authorization began in May 2017 and ended in December 2018, completing the program.
No material amounts were repurchased under this program in 2018.
This reflected an 18% increase that began with our September 2018 payment and an 83% increase since the beginning of 2016.
Looking forward, we expect to maintain our current quarterly share dividend through 2020 and then continue our long-standing capital deployment priorities to raise the dividend with earnings growth for 2021 and beyond.
The net proceeds were used to finance the acquisition of PFS and for general corporate purposes.
In February 2018, we issued $1.15 billion principal amount of senior notes in three tranches through an indirect, wholly-owned subsidiary.
The tranches consist of $300 million aggregate principal amount of 2.900% senior notes due 2021, $550 million aggregate principal amount of 3.750% senior notes due 2028 and $300 million aggregate principal amount of 4.300% senior notes due 2048.
In March 2018, we used the proceeds to fund the redemption of $750 million aggregate principal amount of 6.875% senior notes due 2018 and $350 million aggregate principal amount of 2.875% senior notes due 2019, with the remainder used for general corporate purposes.
Our Climate segment delivers energy-efficient products and innovative energy services.
It includes Trane® and American Standard® Heating & Air Conditioning which provide heating, ventilation and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; energy services and building automation through Trane Building AdvantageTM and NexiaTM ; and Thermo King® transport temperature control solutions.
Our Industrial segment delivers products and services that enhance energy efficiency, productivity and operations.
An excerpt. Shown here: 40 of 116 rewritten, 40 of 348 added and 40 of 216 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2020 filing and the FY2019 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
4 rewritten, 0 added, 0 removed, 16 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
Our largest concentration of revenues from non-U.S. operations as of December 31, [removed: 2019] [added: 2020] are in Euros and Chinese Yuan.
A hypothetical 10% unfavorable change in the average exchange rate used to translate *Net revenues* for the year ended December 31, [removed: 2019] [added: 2020] from either Euros or Chinese Yuan-based operations into U.S. dollars would not have a material impact on our financial statements.
Based on the firmly committed currency derivative instruments in place at December 31, [removed: 2019,] [added: 2020,] a hypothetical change in fair value of those derivative instruments assuming a 10% adverse change in exchange rates would result in an unrealized loss of approximately [removed: $23.2] [added: $22.3] million, as compared with [removed: $17.6] [added: $27.8] million at December 31, [removed: 2018.][added: 2019.]
We do not have committed commodity derivative instruments in place at December 31, [removed: 2019.][added: 2020.]
Item 1. BUSINESS
47 rewritten, 144 added, 82 removed, 53 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
To achieve our mission of being a world leader in creating comfortable, sustainable and efficient environments, we continue to focus on growth by increasing our recurring revenue stream from parts, services, controls, used equipment and rentals; and to continuously improve [removed: the] efficiencies and capabilities of [removed: the] [added: our operations and] products and services [removed: of] [added: for] our [removed: businesses.][added: customers.]
This segment had [removed: 2019] [added: 2020] net revenues of [removed: $13,075.9 million.][added: $9.7 billion.]
This segment had [removed: 2019] [added: 2020] net revenues of [removed: $3,523.0 million.][added: $1.6 billion.]
Our principal products and services [removed: by business segment] include the following:
| Aftermarket and OEM parts and supplies | | [removed: Indoor air quality] | [added: | | | Hybrid-powered trailer refrigeration | | |]
| Air [removed: conditioners] [added: handlers] | | [added: | | | |] Industrial refrigeration | [added: | |]
| Airside and terminal devices | | [removed: Light commercial unitary] | [added: | | | Installation contracting | | |]
| [removed: Building management systems] [added: Chillers] | | [added: | | | |] Multi-pipe HVAC systems | [added: | |]
| Bus and rail HVAC systems | | [removed: Package heating and cooling systems] | [added: | | | Motor replacements | | |]
| Coils and condensers | | [removed: Rail refrigeration] [added: | | | | Package heating and cooling] systems | [added: | |]
| Container refrigeration systems and gensets | | [removed: Refrigerant reclamation] | [added: | | | Performance contracting | | |]
| [removed: Control] [added: Diesel-powered refrigeration] systems | | [added: | | | |] Repair and maintenance services | [added: | |]
| [removed: Cryogenic refrigeration] [added: Ductless] systems | | [added: | | | |] Rental services | [added: | |]
| [removed: Diesel-powered] [added: Electric-powered trailer] refrigeration systems | | [added: | | | |] Self-powered truck refrigeration systems | [added: | |]
| Energy management services | | [added: | | | |] Temporary heating and cooling systems | [added: | |]
| Facility management services | | [added: | | | |] Thermostats/controls | [added: | |]
| Furnaces | | [added: | | | |] Trailer refrigeration systems | [added: | |]
| Geothermal systems | | [added: | | | |] Transport heater products | [added: | |]
| Heat pumps | | [added: | | | |] Unitary systems (light and large) | [added: | |]
| Home automation | | [added: | | | |] Variable Refrigerant Flow | [added: | |]
| Humidifiers | | [added: | | | |] Vehicle-powered truck refrigeration systems | [added: | |]
| Hybrid and non-diesel transport refrigeration solutions | | [added: | | | |] Water source heat pumps | [added: | |]
| [added: Air conditioners | | | | | |] Ice energy storage solutions | | |
These products are sold primarily under our name and under [removed: other names] [added: our tradenames] including [removed: American Standard®, ARO®, Club Car®, Ingersoll-Rand®,] [added: Trane®,] Thermo King® and [removed: Trane®.][added: American Standard®.]
We believe that we are one of the leading manufacturers in the world of HVAC systems and [removed: services, air compression systems,] [added: services and] transport temperature control [removed: products, power tools, and golf, utility and consumer low-speed vehicles.][added: products.]
Approximately [removed: 34%] [added: 28%] of our net revenues in [removed: 2019] [added: 2020] were derived outside the U.S. and we sold products in more than 100 countries.
We have no customer that accounted for more than 10% of our consolidated net revenues in [removed: 2019, 2018] [added: 2020, 2019] or [removed: 2017.][added: 2018.]
[removed: In addition, we] [added: We also] continually evaluate developing technologies in areas that we believe will enhance our business for possible investment or acquisition.
We anticipate that we will continue to make significant expenditures for research and development [added: and sustaining] activities as we look to maintain and improve our competitive position.
In our opinion, engineering, production skills and experience are more responsible for our market position than our [removed: patents and/or licenses.][added: intellectual property rights.]
| In millions | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | [added: | | | 2019 | | |]
[removed: While the major portion of our products are built in advance of order and either shipped or assembled from stock,] [added: However,] orders for specialized machinery or specific customer application are submitted with extensive lead times and are often subject [removed: to revision and deferral, and to a lesser extent cancellation or termination.]
[removed: We] [added: As a result, we] expect to ship a majority of the December 31, [removed: 2019] [added: 2020] backlog during [removed: 2020.][added: 2021.]
[removed: Certain] [added: Prior to the Petition Date, certain] of our wholly-owned subsidiaries and former companies [removed: are] [added: were] named as defendants in asbestos-related lawsuits in state and federal courts.
See also the discussion under Part I, Item 3, "Legal Proceedings," and [removed: Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Contingent Liabilities," as well as further detail] in Note 22 to the Consolidated Financial Statements.
This Annual Report on Form 10-K, as well as our quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to all of the foregoing reports, are made available free of charge on our Internet website [removed: (http://www.ingersollrand.com)] [added: (www.tranetechnologies.com)] as soon as reasonably practicable after such reports are electronically filed with or furnished to the Securities and Exchange Commission.
The Board of Directors of [removed: the] [added: our] Company [removed: has] [added: have] also adopted and posted in the Investor Relations section of [removed: the Company’s website] our [added: website the] Corporate Governance Guidelines and charters for each of the Board’s standing committees.
The contents of [removed: the Company’s] [added: our] website are not incorporated by reference in this report.
The following is a list of [added: our] executive officers [removed: of the Company] as of February [removed: 18, 2020.][added: 9, 2021.]
| Name and Age | | [added: | | | |] Date [removed: of Service as an Executive Officer] [added: of Service as an Executive Officer] | | [added: | | | |] Principal Occupation [removed: and Other] [added: and Other] Information for Past Five Years | [added: | |]
Trane Technologies plc (formerly known as Ingersoll-Rand plc), a public limited company incorporated in Ireland in 2009, and its consolidated subsidiaries (collectively, we, our, the Company) is a global climate innovator that brings efficient and sustainable climate solutions to buildings, homes and transportation driven by strategic brands Trane® and Thermo King® and an environmentally responsible portfolio of products and services.
We generate revenue and cash primarily through the design, manufacture, sale and service of a diverse portfolio of climate control products and services for Heating, Ventilation and Air Conditioning (HVAC) and transport solutions.
On February 29, 2020 (Distribution Date), we completed our Reverse Morris Trust transaction (the Transaction) with Gardner Denver Holdings, Inc. (Gardner Denver, which changed its name to Ingersoll Rand Inc. after the Transaction) whereby we distributed Ingersoll-Rand U.S. HoldCo, Inc., which contained our former Industrial segment (Ingersoll Rand Industrial), through a pro rata distribution (the Distribution) to our shareholders of record as of February 24, 2020.
Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Gardner Denver.
Upon close of the Transaction, our existing shareholders received approximately 50.1% of the shares of Gardner Denver common stock on a fully-diluted basis and Gardner Denver stockholders retained approximately 49.9% of the shares of Gardner Denver on a fully diluted basis.
As a result, our shareholders received .8824 shares of Gardner Denver common stock with respect to each share owned as of February 24, 2020.
In connection with the Transaction, Ingersoll-Rand Services Company, an affiliate of Ingersoll Rand Industrial, borrowed an aggregate principal amount of $1.9 billion under a senior secured first lien term loan facility (Term Loan), the proceeds of which were used to make a special cash payment of $1.9 billion to a subsidiary of ours.
The obligations under the Term Loan were retained by Ingersoll-Rand Services Company, which following the Transaction is a wholly-owned subsidiary of Gardner Denver.
In connection with the Transaction, we entered into several agreements covering supply, administrative and tax matters to provide or obtain services on a transitional basis for varying periods after the Distribution Date.
The agreements cover services such as manufacturing, information technology, human resources and finance.
Income and expenses under these agreements were not material.
In accordance with several customary transaction-related agreements between us and Gardner Denver, the parties are in a process to determine final adjustments to working capital, cash and indebtedness amounts as of the Distribution Date, as well as another process to determine funding levels related to pension plans, non-qualified deferred compensation plans and retiree health benefits.
As of December 31, 2020, both are ongoing in accordance with the transaction-related agreements.
Upon finalization of these agreements, any adjustments will be recognized within *Retained earnings*.
Reportable Segments
Prior to the separation of our Industrial segment on February 29, 2020, we announced a new organizational model and business segment structure designed to enhance our regional go-to-market capabilities, aligning the structure with our strategy and increased focus on climate innovation.
Under the revised structure, we created three new regional operating segments from the former climate segment, which also serve as our reportable segments.
- Our Americas segment innovates for customers in the North America and Latin America regions.
The Americas segment encompasses commercial heating and cooling systems, building controls, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
- Our EMEA segment innovates for customers in the Europe, Middle East and Africa region.
The EMEA segment encompasses heating and cooling systems, services and solutions for commercial buildings, and transport refrigeration systems and solutions.
- Our Asia Pacific segment innovates for customers throughout the Asia Pacific region.
The Asia Pacific segment encompasses heating and cooling systems, services and solutions for commercial buildings and transport refrigeration systems and solutions.
This segment had 2020 net revenues of $1.1 billion.
This model is designed to create deep customer focus and relevance in markets around the world.
Each segment reports through separate management teams and regularly reviews their operating results with the Chief Executive Officer, our Chief Operating
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
Decision Maker (CODM) determined in accordance with applicable accounting guidance.
All prior period comparative segment information has been recast to reflect the current reportable segments.
| Air exchangers | | | | | | Indoor air quality assessments and related products for HVAC and Transport solutions | | |
| Auxiliary power units | | | | | | Large commercial unitary | | |
| Building management systems | | | | | | Light commercial unitary | | |
| Control systems | | | | | | Rail refrigeration systems | | |
| Cryogenic refrigeration systems | | | | | | Refrigerant reclamation | | |
| Electric-powered truck refrigeration systems | | | | | | Service agreements | | |
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
In addition, we have a strong focus on sustaining activities, which include costs incurred to reduce production costs, improve existing products, create custom solutions for customers and provide support to our manufacturing facilities.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Americas | | | | | | $ | 1,788.0 | | | | | $ | 1,592.4 | |
Ingersoll-Rand plc (Plc or Parent Company), a public limited company incorporated in Ireland in 2009, and its consolidated subsidiaries (collectively, we, our, the Company) is a diversified, global company that provides products, services and solutions to enhance the quality, energy efficiency and comfort of air in homes and buildings, transport and protect food and perishables and increase industrial productivity and efficiency.
Our business segments consist of Climate and Industrial, both with strong brands and highly differentiated products within their respective markets.
We generate revenue and cash primarily through the design, manufacture, sale and service of a diverse portfolio of industrial and commercial products that include well-recognized, premium brand names such as American Standard®, ARO®, Club Car®, Ingersoll-Rand®, Thermo King® and Trane®.
Business Segments
Our business segments provide products, services and solutions used to increase the efficiency and productivity of both industrial and commercial operations and homes, as well as improve the health and comfort of people around the world.
Our business segments are as follows:
*Climate*
Our Climate segment delivers energy-efficient products and innovative energy services.
It includes Trane® and American Standard® Heating & Air Conditioning which provide heating, ventilation and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; energy services and building automation through Trane Building AdvantageTM and NexiaTM; and Thermo King® transport temperature control solutions.
*Industrial*
Our Industrial segment delivers products and services that enhance energy efficiency, productivity and operations.
It includes compressed air and gas systems and services, power tools, material handling systems, fluid management systems, as well as Club Car ® golf, utility and consumer low-speed vehicles.
| | | |
| --- | --- | --- |
| | | |
| Climate | | |
| Air exchangers | | Installation contracting |
| Air handlers | | Large commercial unitary |
| Auxiliary power units | | Motor replacements |
| Chillers | | Performance contracting |
| Ductless systems | | Service agreements |
| | | |
| --- | --- | --- |
| | | |
| Industrial | | |
| Air compressors (centrifugal, reciprocating and rotary) | | Hydrogen compression, dispensing and refueling systems |
| Air-operated pumps (diaphragm and piston) | | Installation contracting |
| Air treatment and air separation systems | | Liquid and gas sampling systems |
| Aftermarket and OEM parts and supplies | | Maintenance and repair services |
| Airends | | Metering and process pumps, skids and systems |
| Blowers | | Mixers |
| Controllers and control systems dryers | | Odorant injection systems |
| Digital Systems Monitoring | | Power tools (pneumatic, cordless and electric) |
| Engine starting systems | | Precision fastening tools, software and systems |
| Ergonomic material handling systems | | Rental services |
| Filters, regulators and lubricators | | Rough terrain (AWD) vehicles |
| Fluid power components | | Service agreements |
| Gas boosters and high-pressure valves | | Utility and consumer low-speed vehicles |
| Gas compressors | | Mobile golf information systems |
| Golf vehicles | | Water-powered dosing pumps |
An excerpt. Shown here: 40 of 47 rewritten, 40 of 144 added and 40 of 82 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
Item 3. LEGAL PROCEEDINGS
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Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
[removed: Certain] [added: Prior to the Petition Date, certain] of our wholly-owned subsidiaries and former companies [removed: are] [added: were] named as defendants in asbestos-related lawsuits in state and federal courts.
See also the discussion [removed: under Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Contingent Liabilities," and also] [added: in] Note 22 to the Consolidated Financial Statements.
On the Petition Date, Aldrich and Murray each filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code.
As a result of the Chapter 11 filings, all asbestos-related lawsuits against Aldrich and Murray have been stayed due to the imposition of a statutory automatic stay applicable in Chapter 11 bankruptcy cases.
Only Aldrich and Murray have filed for Chapter 11 relief.
Neither Aldrich's wholly-owned subsidiary, 200 Park, Murray's wholly-owned subsidiary, ClimateLabs, Trane Technologies plc nor the Trane Companies are part of the Chapter 11 filings.
The goal of these Chapter 11 filings is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which would establish, in accordance with section 524(g) of the Bankruptcy Code, a trust to pay all asbestos claims.
Such a resolution, if achieved, would likely include a channeling injunction to enjoin asbestos
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
claims resolved in the Chapter 11 cases from being filed or pursued against us or our affiliates.
The Chapter 11 cases remain pending as of December 31, 2020.
Cover and table of contents
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Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
[removed: FORM 10-K][added: Form 10-K]
| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]
| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
Commission File [removed: No. 001-34400][added: No. 001-34400]
| Ireland | | [added: | | | |] 98-0626632 | [added: | |]
| *(State or other jurisdiction of incorporation or organization)* | | [added: | | | |] *(I.R.S. [removed: Employer* *Identification] [added: Employer Identification] No.)* | [added: | |]
| Securities registered pursuant to Section 12(b) of the Act: | | | | | [added: | | | | | | | | | |]
| Title of each class | | [added: | | | |] Trading Symbol | | [added: | | | |] Name of each exchange on which registered | [added: | |]
| Ordinary Shares, Par Value $1.00 per Share | | [removed: IR] | | [added: | | TT | | | | | |] New York Stock Exchange | [added: | |]
| [removed: |] Large accelerated filer | [added: | |] x | | [added: | | | |] Accelerated filer | [added: | |] ☐ | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]
| [removed: |] Non-accelerated filer | [added: | |] ☐ | | [added: | | | |] Smaller reporting company | [added: | |] ☐ | | | | [added: | | | | | | | |]
| [removed: |] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | | | | | | | | [added: | | | | | | | | | | | | | | | |]
The aggregate market value of ordinary shares held by nonaffiliates on June [removed: 28, 2019] [added: 30, 2020] was approximately [removed: $30.5] [added: $21.2] billion based on the closing price of such stock on the New York Stock Exchange.
The number of ordinary shares outstanding as of February 1, [removed: 2020] [added: 2021] was [removed: 238,401,033.][added: 238,428,700.]
Portions of the registrant’s proxy statement to be filed within 120 days of the close of the registrant’s fiscal year in connection with the registrant’s Annual General Meeting of Shareholders to be held June [removed: 4, 2020] [added: 3, 2021] are incorporated by reference into Part II and Part III of this Form 10-K.
For the Fiscal Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]
| | | | [added: | | | | | |] Page | [added: | |]
| Part I | [added: | |] Item 1. | [removed: [Business](#s63C3A7D3B78E50748A0349C88854E4C7)] | [removed: [3](#s63C3A7D3B78E50748A0349C88854E4C7)] | [added: [Business](#i0c71ccd166cf4289bc7df1373f5c33f3_19) | | | [4](#i0c71ccd166cf4289bc7df1373f5c33f3_19) | | |]
| | [added: | |] Item 1A. | [added: | |] [Risk [removed: Factors](#s02C5A914DBE55A61933807D1E2827B88)] [added: Factors](#i0c71ccd166cf4289bc7df1373f5c33f3_22)] | [removed: [9](#s02C5A914DBE55A61933807D1E2827B88)] | [added: | [12](#i0c71ccd166cf4289bc7df1373f5c33f3_22) | | |]
| | [added: | |] Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#s5F18EE00466752FEAA9F463ABBC330A4)] [added: Comments](#i0c71ccd166cf4289bc7df1373f5c33f3_25)] | [removed: [17](#s5F18EE00466752FEAA9F463ABBC330A4)] | [added: | [22](#i0c71ccd166cf4289bc7df1373f5c33f3_25) | | |]
| | [added: | |] Item 2. | [removed: [Properties](#s4AA3C20071C358E689172A5509305C84)] | [removed: [18](#s4AA3C20071C358E689172A5509305C84)] | [added: [Properties](#i0c71ccd166cf4289bc7df1373f5c33f3_28) | | | [22](#i0c71ccd166cf4289bc7df1373f5c33f3_28) | | |]
| | [added: | |] Item 3. | [added: | |] [Legal [removed: Proceedings](#s87CB6D836FA55CFEBF85BB36FEF717ED)] [added: Proceedings](#i0c71ccd166cf4289bc7df1373f5c33f3_31)] | [removed: [19](#s87CB6D836FA55CFEBF85BB36FEF717ED)] | [added: | [22](#i0c71ccd166cf4289bc7df1373f5c33f3_31) | | |]
| | [added: | |] Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#sDFAB37C16E4B53D3947CD07DAD4E286E)] [added: Disclosures](#i0c71ccd166cf4289bc7df1373f5c33f3_34)] | [removed: [19](#sDFAB37C16E4B53D3947CD07DAD4E286E)] | [added: | [23](#i0c71ccd166cf4289bc7df1373f5c33f3_34) | | |]
| Part II | [added: | |] Item 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s0CEBCD7350BF593EAD91CBED441A2E69)] [added: Securities](#i0c71ccd166cf4289bc7df1373f5c33f3_40)] | [removed: [19](#s0CEBCD7350BF593EAD91CBED441A2E69)] | [added: | [23](#i0c71ccd166cf4289bc7df1373f5c33f3_40) | | |]
| | [added: | |] Item 6. | [added: | |] [Selected Financial [removed: Data](#s39250AADA1D35BEE8021BF46CCF17B0E)] [added: Data](#i0c71ccd166cf4289bc7df1373f5c33f3_43)] | [removed: [21](#s39250AADA1D35BEE8021BF46CCF17B0E)] | [added: | [25](#i0c71ccd166cf4289bc7df1373f5c33f3_43) | | |]
| | [added: | |] Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sFBC523A192C15E618F5F79B3C3DC886B)] [added: Operations](#i0c71ccd166cf4289bc7df1373f5c33f3_46)] | [removed: [22](#sFBC523A192C15E618F5F79B3C3DC886B)] | [added: | [26](#i0c71ccd166cf4289bc7df1373f5c33f3_46) | | |]
| | [added: | |] Item 7A. | [added: | |] [Quantitative and Qualitative Disclosure About Market [removed: Risk](#s833330C1CD3951F8817FB0545FB98A8F)] [added: Risk](#i0c71ccd166cf4289bc7df1373f5c33f3_58)] | [removed: [34](#s833330C1CD3951F8817FB0545FB98A8F)] | [added: | [42](#i0c71ccd166cf4289bc7df1373f5c33f3_58) | | |]
| | [added: | |] Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#s9DDDFCF5C8935C79BDBFAAB581D30C1B)] [added: Data](#i0c71ccd166cf4289bc7df1373f5c33f3_61)] | [removed: [36](#s9DDDFCF5C8935C79BDBFAAB581D30C1B)] | [added: | [42](#i0c71ccd166cf4289bc7df1373f5c33f3_61) | | |]
| | [added: | |] Item 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s2ADAAC3113B150AE86F2ED03119E082D)] [added: Disclosure](#i0c71ccd166cf4289bc7df1373f5c33f3_64)] | [removed: [37](#s2ADAAC3113B150AE86F2ED03119E082D)] | [added: | [44](#i0c71ccd166cf4289bc7df1373f5c33f3_64) | | |]
| | [added: | |] Item 9A. | [added: | |] [Controls and [removed: Procedures](#s76A6E4CA138B51848819AA75EB861BAC)] [added: Procedures](#i0c71ccd166cf4289bc7df1373f5c33f3_67)] | [removed: [37](#s76A6E4CA138B51848819AA75EB861BAC)] | [added: | [44](#i0c71ccd166cf4289bc7df1373f5c33f3_67) | | |]
| | [added: | |] Item 9B. | [added: | |] [Other [removed: Information](#s0AAD291FC93D526481F2552196AF5EB0)] [added: Information](#i0c71ccd166cf4289bc7df1373f5c33f3_70)] | [removed: [37](#s0AAD291FC93D526481F2552196AF5EB0)] | [added: | [44](#i0c71ccd166cf4289bc7df1373f5c33f3_70) | | |]
| Part III | [added: | |] Item 10. | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s6CAB02B1117D538F8A8A4F35DABCBD70)] [added: Governance](#i0c71ccd166cf4289bc7df1373f5c33f3_76)] | [removed: [38](#s6CAB02B1117D538F8A8A4F35DABCBD70)] | [added: | [45](#i0c71ccd166cf4289bc7df1373f5c33f3_76) | | |]
| | [added: | |] Item 11. | [added: | |] [Executive [removed: Compensation](#sE8C8E6571F705BE5BFA35B658CFE5EE6)] [added: Compensation](#i0c71ccd166cf4289bc7df1373f5c33f3_79)] | [removed: [38](#sE8C8E6571F705BE5BFA35B658CFE5EE6)] | [added: | [45](#i0c71ccd166cf4289bc7df1373f5c33f3_79) | | |]
| | [added: | |] Item 12. | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sEE576BFBE4EF564381579652FB554EEB)] [added: Matters](#i0c71ccd166cf4289bc7df1373f5c33f3_82)] | [removed: [38](#sEE576BFBE4EF564381579652FB554EEB)] | [added: | [45](#i0c71ccd166cf4289bc7df1373f5c33f3_82) | | |]
| | [added: | |] Item 13. | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#sAC4902D7E0DC550E818AEC4F015649FD)] [added: Independence](#i0c71ccd166cf4289bc7df1373f5c33f3_85)] | [removed: [38](#sAC4902D7E0DC550E818AEC4F015649FD)] | [added: | [45](#i0c71ccd166cf4289bc7df1373f5c33f3_85) | | |]
| | [added: | |] Item 14. | [added: | |] [Principal Accountant Fees and [removed: Services](#sBAE490F617305650B1707B3CF89FC32A)] [added: Services](#i0c71ccd166cf4289bc7df1373f5c33f3_88)] | [removed: [38](#sBAE490F617305650B1707B3CF89FC32A)] | [added: | [45](#i0c71ccd166cf4289bc7df1373f5c33f3_88) | | |]
| Part IV | [added: | |] Item 15. | [added: | |] [Exhibits and Financial Statement [removed: Schedules](#s6EA137200B7C5C4687D9F489DE8C8DE7)] [added: Schedules](#i0c71ccd166cf4289bc7df1373f5c33f3_94)] | [removed: [39](#s6EA137200B7C5C4687D9F489DE8C8DE7)] | [added: | [46](#i0c71ccd166cf4289bc7df1373f5c33f3_94) | | |]
| | [added: | |] Item 16. | [added: | |] [Form 10-K [removed: Summary](#sA001A9886F665F44B3CA32CF2C800B96)] [added: Summary](#i0c71ccd166cf4289bc7df1373f5c33f3_100)] | [removed: [49](#sA001A9886F665F44B3CA32CF2C800B96)] | [added: | [57](#i0c71ccd166cf4289bc7df1373f5c33f3_100) | | |]
Forward-looking statements may relate to such matters as projections of revenue, margins, expenses, tax provisions, earnings, cash flows, benefit obligations, share or debt repurchases or other financial items; any statements of the plans, strategies and objectives of management for future operations, including those relating to any statements concerning expected development, performance or market share relating to our products and services; any statements regarding future economic conditions or our [removed: performance;] [added: performance including our future performance statements related to the continued impact of the COVID-19 global pandemic;] any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
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TRANE TECHNOLOGIES PLC
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes x No ☐
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
TRANE TECHNOLOGIES PLC
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INGERSOLL-RAND PUBLIC LIMITED COMPANY
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INGERSOLL-RAND PLC
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An excerpt. Shown here: 40 of 54 rewritten, 40 of 54 added and 40 of 76 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. PROPERTIES
27 rewritten, 3 added, 20 removed, 2 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
As of December 31, [removed: 2019,] [added: 2020,] we owned or leased a total of approximately [removed: 33] [added: 26] million square feet of space worldwide.
Manufacturing and assembly operations are conducted in [removed: 59] [added: 35] plants across the world.
We believe that our plants have been well maintained, are generally in good condition and are suitable for [removed: the conduct of] [added: conducting] our business.
The locations by segment of our principal plant facilities at December 31, [removed: 2019] [added: 2020] were as follows:
| Arecibo, Puerto Rico | | [added: | | | |] Barcelona, Spain | | [added: | | | |] Bangkok, Thailand | [added: | |]
| Brampton, Ontario | | [added: | | | |] Bari, Italy | | [added: | | | |] Taicang, China | [added: | |]
| Charlotte, North Carolina | | [added: | | | |] Charmes, France | | [removed: Zhongshan,] [added: | | | | Wujiang,] China | [added: | |]
| Clarksville, Tennessee | | [added: | | | |] Essen, Germany | | | [added: | | | Zhongshan, China | | |]
| Columbia, South Carolina | | [added: | | | |] Galway, Ireland | | | [added: | | | | | |]
| Curitiba, Brazil | | [added: | | | |] Golbey, France | | | [added: | | | | | |]
| Fairlawn, New Jersey | | [added: | | | |] King Abdullah Economic City, Saudi Arabia | | | [added: | | | | | |]
| Fort Smith, Arkansas | | [added: | | | |] Kolin, Czech Republic | | | [added: | | | | | |]
| Fremont, Ohio | | | | | [added: | | | | | | | | | |]
| Grand Rapids, Michigan | | | | | [added: | | | | | | | | | |]
| Hastings, Nebraska | | | | | [added: | | | | | | | | | |]
| La Crosse, Wisconsin | | | | | [added: | | | | | | | | | |]
| Lexington, Kentucky | | | | | [added: | | | | | | | | | |]
| Lynn Haven, Florida | | | | | [added: | | | | | | | | | |]
| Monterrey, Mexico | | | | | [added: | | | | | | | | | |]
| Newberry, South Carolina | | | | | [added: | | | | | | | | | |]
| Pueblo, Colorado | | | | | [added: | | | | | | | | | |]
| Rushville, Indiana | | | | | [added: | | | | | | | | | |]
| St. Paul, Minnesota | | | | | [added: | | | | | | | | | |]
| Trenton, New Jersey | | | | | [added: | | | | | | | | | |]
| Tyler, Texas | | | | | [added: | | | | | | | | | |]
| Vidalia, Georgia | | | | | [added: | | | | | | | | | |]
| Waco, Texas | | | | | [added: | | | | | | | | | |]
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| Americas | | | | | | EMEA | | | | | | Asia Pacific | | |
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| Americas | | Europe and Middle East | | Asia Pacific and India |
| Augusta, Georgia | | Bordeaux, France | | Changzhou, China |
| Burbank, California | | Fogliano Redipuglia, Italy | | Chennai, India |
| Campbellsville, Kentucky | | Logatec, Slovenia | | Guilin, China |
| Dorval, Canada | | Pont St. Pierre, France | | Naroda, India |
| Ivyland, Pennsylvania | | Sin le Noble, France | | Sahibabad, India |
| Kent, Washington | | Sunderland, UK | | Shanghai, China |
| Mocksville, North Carolina | | Vignate, Italy | | Wujiang, China |
| Sarasota, Florida | | Wasquehal, France | | |
| Southern Pines, North Carolina | | | | |
| West Chester, Pennsylvania | | | | |
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 1 added, 1 removed, 1 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
None.
Not applicable.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
10 rewritten, 13 added, 13 removed, 7 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
Our ordinary shares are traded on the New York Stock Exchange under the symbol [removed: IR.][added: TT.]
As of February 1, [removed: 2020,] [added: 2021,] the approximate number of record holders of ordinary shares was [removed: 2,753.][added: 2,656.]
The following table provides information with respect to purchases by us of our ordinary shares during the quarter ended December 31, [removed: 2019:][added: 2020:]
| Period | | [added: | | | |] Total number of shares purchased (000's) (a) (b) | | | [added: | | |] Average price paid per share (a) (b) | | | | [added: | |] Total number of shares purchased as part of program (000's) (a) | | | [added: | | |] Approximate dollar value of shares still available to be purchased under the program ($000's) (a) | | |
During the fourth quarter of [removed: 2019,] [added: 2020,] we repurchased and canceled approximately $250 million of our ordinary shares leaving approximately [removed: $750] [added: $500] million remaining under the 2018 Authorization.
We reacquired [removed: 394 shares in October, 9] [added: 6,925] shares in [removed: November] [added: October] and [removed: 1,411] [added: 1,045] shares in December in transactions outside the repurchase programs.
The following graph compares the cumulative total shareholder return on our ordinary shares with the cumulative total return on (i) the Standard & Poor’s 500 Stock Index and (ii) the Standard & Poor’s 500 Industrial Index for the five years ended December 31, [removed: 2019.][added: 2020.]
The graph assumes an investment of $100 in our ordinary [removed: shares,] [added: shares (adjusted for] the [added: Transaction), the] Standard & Poor’s 500 Stock Index and the Standard & Poor’s 500 Industrial Index on December 31, [removed: 2014] [added: 2015] and assumes the reinvestment of dividends.
[removed: ][added: ]
| Company/Index | [removed: 2014] | [added: |] 2015 | [added: | |] 2016 | [added: | |] 2017 | [added: | |] 2018 | [added: | |] 2019 | [added: | | 2020 | | |]
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| October 1 - October 31 | | | | | | 6.9 | | | | | | $ | 122.56 | | | | | — | | | | | | $ | 749,959 | |
| November 1 - November 30 | | | | | | 832.2 | | | | | | 143.05 | | | | | | 832.2 | | | | | | $ | 630,910 | |
| December 1 - December 31 | | | | | | 922.9 | | | | | | 142.06 | | | | | | 921.9 | | | | | | $ | 499,956 | |
| Total | | | | | | 1,762.0 | | | | | | $ | 142.45 | | | | | 1,754.1 | | | | | | | | |
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
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| Trane Technologies | | | 100 | | | 139 | | | 168 | | | 175 | | | 260 | | | 373 | | |
| S&P 500 | | | 100 | | | 112 | | | 136 | | | 130 | | | 171 | | | 203 | | |
| S&P 500 Industrials Index | | | 100 | | | 119 | | | 144 | | | 125 | | | 161 | | | 179 | | |
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
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| October 1 - October 31 | | 0.4 | | | $ | 117.02 | | | — | | | $ | 999,961 | |
| November 1 - November 30 | | 1,016.6 | | | 129.43 | | | | 1,016.6 | | | $ | 868,382 | |
| December 1 - December 31 | | 897.9 | | | 132.10 | | | | 896.4 | | | $ | 749,959 | |
| Total | | 1,914.9 | | | $ | 130.68 | | | 1,913.0 | | | | | |
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| Ingersoll Rand | 100 | 89 | 123 | 149 | 156 | 231 |
| S&P 500 | 100 | 101 | 113 | 138 | 132 | 174 |
| S&P 500 Industrials Index | 100 | 97 | 116 | 140 | 121 | 157 |
Item 6. SELECTED FINANCIAL DATA
8 rewritten, 21 added, 21 removed, 1 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
| At and for the years ended December 31, | | [added: | | | | 2020 | | | | | |] 2019 [removed: (1)] | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |
| Net earnings (loss) attributable to [removed: Ingersoll-Rand] [added: Trane Technologies] plc ordinary shareholders: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]
| Total assets | | [added: | | | | 18,156.7 | | | | | |] 20,492.3 | | | | [added: | |] 17,914.9 | | | | [removed: 18,173.3] | | [added: 18,173.3] | | [removed: 17,397.4] | | | | [removed: 16,717.6] [added: 17,397.4] | | |
| Total [removed: Ingersoll-Rand] [added: Trane Technologies] plc shareholders’ equity | | [added: | | | | 6,407.7 | | | | | |] 7,267.6 | | | | [added: | |] 7,022.7 | | | | [removed: 7,140.3] | | [added: 7,140.3] | | [removed: 6,643.8] | | | | [removed: 5,816.7] [added: 6,643.8] | | |
| Earnings (loss) per share attributable to [removed: Ingersoll-Rand] [added: Trane Technologies] plc ordinary shareholders: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]
| Basic: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]
| Diluted: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]
| Dividends declared per ordinary share | | [added: | | | |] $ | 2.12 | | | [added: | |] $ | [removed: 1.96] [added: 2.12] | | | [added: | |] $ | [removed: 1.70] [added: 1.96] | | | [added: | |] $ | [removed: 1.36] [added: 1.70] | | | [added: | |] $ | [removed: 1.16] [added: 1.36] | |
In connection with the completion of the Transaction, we do not beneficially own any Ingersoll Rand Industrial shares of common stock and no longer consolidate Ingersoll Rand Industrial in our financial statements.
As a result, the following *Selected Financial Data* presents the results of Ingersoll Rand Industrial as a discontinued operation for periods prior to the Distribution date.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net revenues | | | | | | $ | 12,454.7 | | | | | $ | 13,075.9 | | | | | $ | 12,343.8 | | | | | $ | 11,167.5 | | | | | $ | 10,545.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | | | | 977.2 | | | | | | 1,145.1 | | | | | | 1,007.8 | | | | | | 1,072.8 | | | | | | 1,222.2 | | |
| Discontinued operations | | | | | | (122.3) | | | | | | 265.8 | | | | | | 329.8 | | | | | | 229.8 | | | | | | 254.0 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total debt | | | | | | 5,272.1 | | | | | | 5,573.2 | | | | | | 4,091.2 | | | | | | 4,064.0 | | | | | | 4,070.1 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | | | | $ | 4.07 | | | | | $ | 4.74 | | | | | $ | 4.08 | | | | | $ | 4.21 | | | | | $ | 4.72 | |
| Discontinued operations | | | | | | (0.51) | | | | | | 1.10 | | | | | | 1.33 | | | | | | 0.90 | | | | | | 0.98 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | | | | $ | 4.02 | | | | | $ | 4.69 | | | | | $ | 4.03 | | | | | $ | 4.16 | | | | | $ | 4.67 | |
| Discontinued operations | | | | | | (0.50) | | | | | | 1.08 | | | | | | 1.32 | | | | | | 0.89 | | | | | | 0.98 | | |
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[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
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| Net revenues | | $ | 16,598.9 | | | $ | 15,668.2 | | | $ | 14,197.6 | | | $ | 13,508.9 | | | $ | 13,300.7 | |
| | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | 1,370.3 | | | | 1,359.1 | | | | 1,328.0 | | | | 1,443.3 | | | | 688.9 | | |
| Discontinued operations | | 40.6 | | | | (21.5 | | ) | | (25.4 | | ) | | 32.9 | | | | (24.3 | | ) |
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| Total debt | | 5,573.4 | | | | 4,091.3 | | | | 4,064.0 | | | | 4,070.2 | | | | 4,217.8 | | |
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| Continuing operations | | $ | 5.67 | | | $ | 5.50 | | | $ | 5.21 | | | $ | 5.57 | | | $ | 2.60 | |
| Discontinued operations | | 0.17 | | | | (0.09 | | ) | | (0.10 | | ) | | 0.13 | | | | (0.09 | | ) |
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| Continuing operations | | $ | 5.61 | | | $ | 5.43 | | | $ | 5.14 | | | $ | 5.52 | | | $ | 2.57 | |
| Discontinued operations | | 0.16 | | | | (0.08 | | ) | | (0.09 | | ) | | 0.13 | | | | (0.09 | | ) |
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(1) During 2019, the Company acquired PFS and adopted ASU 2016-02, “Leases” (ASC 842).
Refer to Note 19, "Acquisitions and Divestitures" and Note 3, "Summary of Significant Accounting Policies" for additional information related to the acquisition of PFS and adoption of ASC 842, respectively.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
18 rewritten, 33 added, 26 removed, 5 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
[removed: | (a) | The] [added: (a)The] following Consolidated Financial Statements and [removed: Financial Statement Schedules and] the report thereon of PricewaterhouseCoopers LLP dated February [removed: 18, 2020,] [added: 9, 2021,] are presented in this Annual Report on Form 10-K beginning on page F-1. [removed: |]
Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]
Consolidated Balance Sheets at December 31, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]
For the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017:][added: 2018:]
[removed: | (b) |] The unaudited selected quarterly financial data for the two years ended December 31, is as follows: [removed: |]
| | | [added: | | | |] 2019 | | | | | | | | | | | | | | | [added: | | | | | |]
| In millions, except per share amounts | | [removed: First Quarter] | | | | [removed: Second Quarter] [added: First Quarter] | | | | [removed: Third Quarter] | | [added: Second Quarter] | | [removed: Fourth Quarter] | | | [added: | Third Quarter | | | | | | Fourth Quarter | | |]
| Net earnings [added: (loss)] | | [added: | | | |] 203.7 | | | | [added: | |] 460.3 | | | | [added: | |] 463.4 | | | | [added: | |] 301.1 | | |
| Net earnings [added: (loss)] attributable to [removed: Ingersoll-Rand] [added: Trane Technologies] plc | | [added: | | | |] 199.9 | | | | [added: | |] 456.1 | | | | [added: | |] 458.8 | | | | [added: | |] 296.1 | | |
| Earnings [added: (Loss)] per share attributable to [removed: Ingersoll-Rand] [added: Trane Technologies] plc ordinary shareholders: | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Basic: | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Discontinued operations | | [added: | | | |] $ | [removed: (0.01] [added: (0.33)] | [removed: )] | | [added: | |] $ | [removed: (0.03] [added: (0.15)] | [removed: )] | | [added: | |] $ | [removed: 0.10] [added: (0.03)] | | | [added: | |] $ | [removed: 0.10] [added: —] | |
| Diluted: | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Discontinued operations | | [added: | | | |] $ | [removed: —] [added: (0.33)] | | | [added: | |] $ | [removed: (0.02] [added: (0.15)] | [removed: )] | | [added: | |] $ | [removed: 0.10] [added: (0.02)] | | | [added: | |] $ | [removed: 0.10] [added: —] | |
| | | [removed: First Quarter] | | | | [removed: Second Quarter] [added: First Quarter] | | | | [removed: Third Quarter] | | [added: Second Quarter] | | [removed: Fourth Quarter] | | | [added: | Third Quarter | | | | | | Fourth Quarter | | |]
| Earnings [added: (Loss)] per share attributable to [removed: Ingersoll-Rand] [added: Trane Technologies] plc ordinary shareholders: | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Basic: | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Diluted: | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
(b)In connection with the completion of the Transaction, we do not beneficially own any Ingersoll Rand Industrial shares of common stock and no longer consolidate Ingersoll Rand Industrial in our financial statements.
As a result, the following unaudited selected quarterly financial data presents the results of Ingersoll Rand Industrial as a discontinued operation for periods prior to the Distribution date.
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| | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |
| Net revenues | | | | | | $ | 2,641.3 | | | | | $ | 3,138.8 | | | | | $ | 3,495.5 | | | | | $ | 3,179.1 | |
| Cost of goods sold | | | | | | (1,898.8) | | | | | | (2,160.5) | | | | | | (2,360.8) | | | | | | (2,231.2) | | |
| Operating income | | | | | | 154.4 | | | | | | 423.5 | | | | | | 566.9 | | | | | | 388.0 | | |
| Earnings from continuing operations | | | | | | 52.8 | | | | | | 278.3 | | | | | | 410.1 | | | | | | 250.2 | | |
| Discontinued operations, net of tax | | | | | | (78.7) | | | | | | (36.2) | | | | | | (5.5) | | | | | | (1.0) | | |
| Net earnings (loss) | | | | | | (25.9) | | | | | | 242.1 | | | | | | 404.6 | | | | | | 249.2 | | |
| Net earnings (loss) attributable to Trane Technologies plc | | | | | | (29.2) | | | | | | 238.8 | | | | | | 400.6 | | | | | | 244.7 | | |
| Amounts attributable to Trane Technologies plc ordinary shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | | | | $ | 50.0 | | | | | $ | 275.4 | | | | | $ | 406.1 | | | | | $ | 245.7 | |
| Discontinued operations | | | | | | (79.2) | | | | | | (36.6) | | | | | | (5.5) | | | | | | (1.0) | | |
| Net earnings (loss) | | | | | | $ | (29.2) | | | | | $ | 238.8 | | | | | $ | 400.6 | | | | | $ | 244.7 | |
| Continuing operations | | | | | | $ | 0.21 | | | | | $ | 1.15 | | | | | $ | 1.69 | | | | | $ | 1.02 | |
| Continuing operations | | | | | | $ | 0.21 | | | | | $ | 1.14 | | | | | $ | 1.67 | | | | | $ | 1.01 | |
| Net revenues | | | | | | $ | 2,803.7 | | | | | $ | 3,617.6 | | | | | $ | 3,470.9 | | | | | $ | 3,183.7 | |
| Cost of goods sold | | | | | | (1,989.2) | | | | | | (2,462.8) | | | | | | (2,366.6) | | | | | | (2,266.9) | | |
| Operating income | | | | | | 236.5 | | | | | | 566.9 | | | | | | 536.5 | | | | | | 330.2 | | |
| Earnings from continuing operations | | | | | | 147.3 | | | | | | 412.6 | | | | | | 386.3 | | | | | | 214.1 | | |
| Discontinued operations, net of tax | | | | | | 56.4 | | | | | | 47.7 | | | | | | 77.1 | | | | | | 87.0 | | |
| Amounts attributable to Trane Technologies plc ordinary shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | | | | $ | 144.2 | | | | | $ | 409.1 | | | | | $ | 382.6 | | | | | $ | 209.2 | |
| Discontinued operations | | | | | | 55.7 | | | | | | 47.0 | | | | | | 76.2 | | | | | | 86.9 | | |
| Net earnings (loss) | | | | | | $ | 199.9 | | | | | $ | 456.1 | | | | | $ | 458.8 | | | | | $ | 296.1 | |
| Continuing operations | | | | | | $ | 0.59 | | | | | $ | 1.69 | | | | | $ | 1.58 | | | | | $ | 0.87 | |
| Discontinued operations | | | | | | $ | 0.23 | | | | | $ | 0.19 | | | | | $ | 0.32 | | | | | $ | 0.36 | |
| Continuing operations | | | | | | $ | 0.59 | | | | | $ | 1.67 | | | | | $ | 1.57 | | | | | $ | 0.86 | |
| Discontinued operations | | | | | | $ | 0.23 | | | | | $ | 0.19 | | | | | $ | 0.31 | | | | | $ | 0.36 | |
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
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Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2019, 2018 and 2017
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| Net revenues | | $ | 3,575.9 | | | $ | 4,527.8 | | | $ | 4,344.3 | | | $ | 4,150.9 | |
| Cost of goods sold | | (2,517.3 | | ) | | (3,094.1 | | ) | | (2,935.8 | | ) | | (2,904.3 | | ) |
| Operating income | | 318.5 | | | | 650.5 | | | | 623.2 | | | | 425.4 | | |
| Earnings from continuing operations | | 205.8 | | | | 465.9 | | | | 439.0 | | | | 277.2 | | |
| Continuing operations | | $ | 0.83 | | | $ | 1.91 | | | $ | 1.80 | | | $ | 1.13 | |
| Continuing operations | | $ | 0.82 | | | $ | 1.88 | | | $ | 1.78 | | | $ | 1.12 | |
| | | 2018 | | | | | | | | | | | | | | |
| Net revenues | | $ | 3,384.5 | | | $ | 4,357.7 | | | $ | 4,030.9 | | | $ | 3,895.1 | |
| Cost of goods sold | | (2,420.2 | | ) | | (2,964.1 | | ) | | (2,718.3 | | ) | | (2,745.0 | | ) |
| Operating income | | 243.4 | | | | 640.3 | | | | 587.0 | | | | 446.7 | | |
| Earnings from continuing operations | | 133.5 | | | | 458.5 | | | | 531.1 | | | | 256.0 | | |
| Net earnings | | 124.1 | | | | 452.6 | | | | 519.4 | | | | 261.4 | | |
| Net earnings attributable to Ingersoll-Rand plc | | 120.4 | | | | 448.1 | | | | 515.1 | | | | 254.0 | | |
| Continuing operations | | $ | 0.52 | | | $ | 1.83 | | | $ | 2.14 | | | $ | 1.02 | |
| Discontinued operations | | $ | (0.04 | ) | | $ | (0.02 | ) | | $ | (0.05 | ) | | $ | 0.02 | |
| Continuing operations | | $ | 0.51 | | | $ | 1.82 | | | $ | 2.11 | | | $ | 1.00 | |
| Discontinued operations | | $ | (0.03 | ) | | $ | (0.03 | ) | | $ | (0.05 | ) | | $ | 0.03 | |
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 6 added, 12 removed, 6 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
| (a) | [added: | |] Evaluation of Disclosure Controls and Procedures | [added: | |]
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2019,] [added: 2020,] that the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act has been recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that such information has been accumulated and communicated to the Company's management including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
| (b) | [added: | |] Management's Report on Internal Control Over Financial Reporting | [added: | |]
Management has assessed the effectiveness of internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]
Management concluded that based on its assessment, the Company's internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]
The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
| (c) | [added: | |] Changes in Internal Control Over Financial Reporting | [added: | |]
There were no changes in internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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In May 2019, the Company acquired Precision Flow Systems (PFS), which has total assets, excluding intangible assets and goodwill arising from the acquisition, and total revenue of approximately 2% and 1%, respectively, of the amounts reported as total assets and net revenue in the consolidated financial statements as of and for the year ended December 31, 2019.
Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2019 excluded the PFS acquisition, as the Company is in the process of aligning and integrating various processes, systems and internal controls related to the business and operations of this subsidiary, excluding intangible assets and goodwill, which are included within the scope of Management's assessment.
Guidance issued by the SEC staff permits management to omit from the scope of its assessment a recently acquired business in the year of acquisition.
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Item 9B. OTHER INFORMATION
0 rewritten, 2 added, 0 removed, 1 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
None.
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 2 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
Election of Directors”, “Delinquent Section 16(a) Reports” and “Corporate Governance” in our definitive proxy statement for the [removed: 2020] [added: 2021] annual general meeting of shareholders [removed: (2020] [added: (2021] Proxy Statement).
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
The other information required by this item is incorporated herein by reference to the information contained under the headings “Compensation Discussion and Analysis,” “Compensation of Directors,” “Executive Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in our [removed: 2020] [added: 2021] Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
The other information required by this item is incorporated herein by reference to the information contained under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our [removed: 2020] [added: 2021] Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
The other information required by this item is incorporated herein by reference to the information contained under the headings “Corporate Governance” and “Certain Relationships and Related Person Transactions” in our [removed: 2020] [added: 2021] Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 1 added, 0 removed, 1 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
The information required by this item is incorporated herein by reference to the information contained under the caption “Fees of the Independent Auditors” in our [removed: 2020] [added: 2021] Proxy Statement.
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
69 rewritten, 157 added, 137 removed, 11 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
| (a) 1. [removed: and 2.] | [added: | |] Financial [removed: statements and financial statement schedule] [added: Statements] See Item 8. | [added: | |]
| 3. | [added: | |] Exhibits | [added: | |]
| | [added: | |] The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K. | [added: | |]
Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), [removed: Ingersoll-Rand] [added: Trane Technologies] plc (the “Company”) has filed certain agreements as exhibits to this Annual Report on Form 10-K.
| Exhibit No. | | [added: | | | |] Description | | [added: | | | |] Method of Filing | [added: | |]
| 2.1 | | [added: | | | |] [Separation and Distribution Agreement between Ingersoll-Rand plc and Allegion plc, dated November 29, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000066/ex21sda112913.htm) | | [added: | | | |] Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013. | [added: | |]
| 2.2 | | [added: | | | |] [Agreement and Plan of Merger, dated as of April 30, 2019, by and among the Company, Gardner Denver Holdings, Inc., Ingersoll-Rand U.S. HoldCo, Inc. and Charm Merger Sub Inc.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0201.htm) | | [added: | | | |] Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019. | [added: | |]
| 2.3 | | [added: | | | |] [Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0202.htm) | | [added: | | | |] Incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019). | [added: | |]
| 3.1 | | [added: | | | |] [Constitution of the Company, as amended and restated on June 2, 2016](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000468/ingersoll-randplcxconstitu.htm) | | [added: | | | |] Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 7, 2016. | [added: | |]
| | | [added: | | | |] The Company and its subsidiaries are parties to several long-term debt instruments under which, in each case, the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. | | [added: | | | |] Pursuant to paragraph 4 (iii)(A) of Item 601 (b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request. | [added: | |]
| 4.1 | | [added: | | | |] [Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex41.htm). | | [added: | | | |] Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | [added: | |]
| 4.2 | | [added: | | | |] [First Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 2.875% Senior Notes due 2019.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex42.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | [added: | |]
| Exhibit No. | | [added: | | | |] Description | | [added: | | | |] Method of Filing | [added: | |]
| 4.3 | | [added: | | | |] [Second Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 4.250% Senior Notes due 2023.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex43.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | [added: | |]
| 4.4 | | [added: | | | |] [Third Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 5.750% Senior Notes due 2043.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex44.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | [added: | |]
| 4.5 | | [added: | | | |] [Fourth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000064/exhibit41-fourthsupplement.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013. | [added: | |]
| 4.6 | | [added: | | | |] [Fifth Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex45.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | [added: | |]
| 4.7 | | [added: | | | |] [Sixth Supplemental Indenture, dated as of December 18, 2015, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., and Ingersoll-Rand Lux International Holding Company S.à.r.l. as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000319/ex421-sixthsupplementalind.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.21 to the Company's Form 10-K for the fiscal year ended 2015 (File No. 001-34400) filed with the SEC on February 12, 2016. | [added: | |]
| 4.8 | | [added: | | | |] [Seventh Supplemental Indenture, dated as of April 5, 2016, by and among Ingersoll-Rand Global Holding company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., and Ingersoll-Rand Irish Holdings Unlimited Company, as guarantors, and The Bank of New York Mellon, as Trustee, to an indenture, dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625817000053/ex419-seventhsupplementali.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.19 to the Company’s Form 10-K for the fiscal year ended 2016 (File No. 001-34400) filed with the SEC on February 13, 2017. | [added: | |]
| Exhibit No. | | [added: | | | |] Description | | [added: | | | |] Method of Filing | [added: | |]
| [removed: 4.9] [added: 4.13] | | [added: | | | |] [Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex41.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014 | [added: | |]
| [removed: 4.10] [added: 4.14] | | [added: | | | |] [First Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 2.625% Senior Notes due 2020.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex42.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | [added: | |]
| [removed: 4.11] [added: 4.15] | | [added: | | | |] [Second Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 3.550% Senior Notes due 2024.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex43.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | [added: | |]
| [removed: 4.12] [added: 4.16] | | [added: | | | |] [Third Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 4.650% Senior Notes due 2044.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex44.htm) | | [added: | | | |] Incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | [added: | |]
| [removed: 4.13] [added: 4.17] | | [added: | | | |] [Fourth Supplemental Indenture, dated as of December 18, 2015, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company, Ingersoll-Rand Global Holding Company Limited, and Ingersoll-Rand Lux International Holding Company S.à.r.l. as guarantors, and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000319/ex427-fourthsupplementalin.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.27 to the Company's Form 10-K for the fiscal year ended 2015 (File No. 001-34400) filed with the SEC on February 12, 2016. | [added: | |]
| [removed: 4.14] [added: 4.18] | | [added: | | | |] [Fifth Supplemental Indenture, dated as of April 5, 2016, by and among Ingersoll-Rand Luxembourg Finance S.A., as Issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand Company, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company, as guarantors, and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625817000053/ex425-fifthsupplementalind.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.25 to the Company’s Form 10-K for the fiscal year ended 2016 (File No. 001-34400) filed with the SEC on February 13, 2017. | [added: | |]
| [removed: 4.15] [added: 4.23] | | [added: | | | |] [Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit41-irx2018baseinden.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | [added: | |]
| Exhibit No. | | [added: | | | |] Description | | [added: | | | |] Method of Filing | [added: | |]
| [removed: 4.16] [added: 4.24] | | [added: | | | |] [First Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 2.900% Senior Notes due 2021.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit42-february21x2018.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | [added: | |]
| [removed: 4.17] [added: 4.25] | | [added: | | | |] [Second Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.750% Senior Notes due 2028.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit44-february21x2018.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | [added: | |]
| [removed: 4.18] [added: 4.26] | | [added: | | | |] [Third Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 4.300% Senior Notes due 2048.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit46-february21x2018.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.6 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | [added: | |]
| [removed: 4.19] [added: 4.27] | | [added: | | | |] [Fourth Supplemental Indenture, dated as of March 21, 2019, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.500% Senior Notes due 2026.](http://www.sec.gov/Archives/edgar/data/1466258/000146625819000123/exhibit41-irbondfourthsupp.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2019. | [added: | |]
| [removed: 4.20] [added: 4.28] | | [added: | | | |] [Fifth Supplemental Indenture, dated as of March 21, 2019, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.800% Senior Notes due 2029.](http://www.sec.gov/Archives/edgar/data/1466258/000146625819000123/exhibit43-irbondfifthsuppi.htm) | | [added: | | | |] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2019. | [added: | |]
| [removed: 4.22] [added: 4.29] | | [added: | | | |] [Sixth Supplemental Indenture, dated as of March 21, 2019, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 4.500% Senior Notes due 2049.](http://www.sec.gov/Archives/edgar/data/1466258/000146625819000123/exhibit45-irbondsixthsuppi.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2019. | [added: | |]
| Exhibit No. | | [added: | | | |] Description | | [added: | | | |] Method of Filing | [added: | |]
| [removed: 4.23] [added: 4.34] | | [added: | | | |] [Form of Ordinary Share Certificate of Ingersoll-Rand plc.](http://www.sec.gov/Archives/edgar/data/1160497/000119312509174511/dex46.htm) | | [added: | | | |] Incorporated by reference to Exhibit 4.6 to the Company’s Form S-3 (File No. 333-161334) filed with the SEC on August 13, 2009. | [added: | |]
| [removed: 4.24] [added: 4.35] | | [added: | | | |] [Description of Registrant's [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1466258/000146625820000064/ex424descriptionofsecu.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit435descriptionofreg.htm)] | | [added: | | | |] Filed herewith. | [added: | |]
| [removed: 10.1*] [added: 10.31*] | | [removed: [Form of Global Stock Option Award Agreement (June 2018).](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000172/ex10_1globaloptionagreement.htm)] | | [added: | | [Michael W. Lamach Letter, dated February 3, 2010.](http://www.sec.gov/Archives/edgar/data/1466258/000119312510023283/dex101.htm) | | | | | |] Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on [removed: June 12, 2018.] [added: February 5, 2010.] | [added: | |]
| [removed: 10.2*] [added: 10.22*] | | [removed: [Form] [added: | | | | [Description] of [removed: Global Restricted Stock Unit Award Agreement (June 2018).](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000172/ex10_2globalrsuagreement.htm)] [added: Annual Incentive Matrix Program.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000063/ex1030descriptionofannuali.htm)] | | [added: | | | |] Incorporated by reference to Exhibit [removed: 10.2] [added: 10.30] to the Company’s Form [removed: 8-K] [added: 10-K] (File No. 001-34400) filed with the SEC on [removed: June] [added: February] 12, 2018. | [added: | |]
| [removed: 10.3*] [added: 10.35*] | | [removed: [Form] [added: | | | | [Susan K. Carter Letter, dated as] of [removed: Global Performance Stock Unit Award Agreement (June 2018).](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000172/ex10_3globalpsuagreement.htm)] [added: August 19, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000047/susankcarteremploymentagre.htm)] | | [added: | | | |] Incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to the [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on [removed: June 12, 2018.] [added: October 2, 2013.] | [added: | |]
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| 2. | | | Financial Statement Schedules | | |
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[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
TRANE TECHNOLOGIES PLC
On March 2, 2020, Ingersoll-Rand plc changed its name to Trane Technologies plc.
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| 3.2 | | | | | | [Amendment to the Constitution of the Company dated March 2, 2020](https://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit32amendment.htm) | | | | | | Filed herewith. | | |
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[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
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[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
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| 4.9 | | | | | | [Eighth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013.](https://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit49-2013indenturexei.htm) | | | | | | Filed herewith. | | |
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| 4.10 | | | | | | [Ninth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013.](https://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit410-2013indenturexn.htm) | | | | | | Filed herewith. | | |
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| 4.11 | | | | | | [Tenth Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies HoldCo Inc., Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC, and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013.](https://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit411-2013indenturext.htm) | | | | | | Filed herewith. | | |
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INGERSOLL-RAND PLC
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An excerpt. Shown here: 40 of 69 rewritten, 40 of 157 added and 40 of 137 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.
Item 16. FORM 10-K SUMMARY
809 rewritten, 670 added, 932 removed, 559 unchanged
Read the full itemFY2020 item · filed February 9, 2021FY2019 item · filed February 18, 2020
| By: | | [added: | | | |] /s/ Michael W. Lamach | [added: | |]
| | | [added: | | | |] Michael W. Lamach | [added: | |]
| | | [added: | | | |] Chairman of the Board and Chief Executive Officer | [added: | |]
| Date: | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| Signature | | [added: | | | |] Title | | [added: | | | |] Date | [added: | |]
| /s/ Michael W. Lamach | | [added: | | | |] Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Michael W. Lamach) | | | | | [added: | | | | | | | | | |]
| /s/ [removed: Susan K. Carter] [added: Christopher J. Kuehn] | | [added: | | | |] Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| /s/ [removed: Christopher J. Kuehn] [added: Heather R. Howlett] | | [added: | | | |] Vice President and Chief Accounting Officer (Principal Accounting Officer) | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Christopher J. Kuehn) | | | | | [added: | | | | | | | | | |]
| /s/ Kirk E. Arnold | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Kirk E. Arnold) | | | | | [added: | | | | | | | | | |]
| /s/ Ann C. Berzin | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Ann C. Berzin) | | | | | [added: | | | | | | | | | |]
| /s/ John Bruton | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (John Bruton) | | | | | [added: | | | | | | | | | |]
| /s/ Jared L. Cohon | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Jared L. Cohon) | | | | | [added: | | | | | | | | | |]
| /s/ Gary D. Forsee | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Gary D. Forsee) | | | | | [added: | | | | | | | | | |]
| /s/ Linda P. Hudson | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Linda P. Hudson) | | | | | [added: | | | | | | | | | |]
| /s/ Myles P. Lee | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Myles P. Lee) | | | | | [added: | | | | | | | | | |]
| /s/ Karen B. Peetz | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Karen B. Peetz) | | | | | [added: | | | | | | | | | |]
| /s/ John P. Surma | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (John P. Surma) | | | | | [added: | | | | | | | | | |]
| /s/ Richard J. Swift | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Richard J. Swift) | | | | | [added: | | | | | | | | | |]
| /s/ Tony L. White | | [added: | | | |] Director | | [added: | | | |] February [removed: 18, 2020] [added: 9, 2021] | [added: | |]
| (Tony L. White) | | | | | [added: | | | | | | | | | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#sF6E442326EF2567C9E20FB11E99A765C)] [added: Firm](#i0c71ccd166cf4289bc7df1373f5c33f3_109)] | [removed: [F-2](#sF6E442326EF2567C9E20FB11E99A765C)] | [added: | F-[2](#i0c71ccd166cf4289bc7df1373f5c33f3_109) | | |]
| [removed: [Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income](#s91988C3C27F6574CA13CE1A34CA01999)] [added: Income] | [removed: [F-5](#s91988C3C27F6574CA13CE1A34CA01999)] | [added: | | | | | | | | | | | | | | | | | | |]
| [Consolidated Balance [removed: Sheets](#s190094338FBA51BE9D8399190F6021C0)] [added: Sheets](#i0c71ccd166cf4289bc7df1373f5c33f3_115)] | [removed: [F-7](#s190094338FBA51BE9D8399190F6021C0)] | [added: | F-[7](#i0c71ccd166cf4289bc7df1373f5c33f3_115) | | |]
| [Consolidated Statements of [removed: Equity](#s54C0243C0AD75DB0B390DBE9BE443704)] [added: Equity](#i0c71ccd166cf4289bc7df1373f5c33f3_118)] | [removed: [F-8](#s54C0243C0AD75DB0B390DBE9BE443704)] | [added: | F-[8](#i0c71ccd166cf4289bc7df1373f5c33f3_118) | | |]
| [Consolidated Statements of Cash [removed: Flows](#sCC2F5B4EDACA50C888528368DB7F1006)] [added: Flows](#i0c71ccd166cf4289bc7df1373f5c33f3_121)] | [removed: [F-9](#sCC2F5B4EDACA50C888528368DB7F1006)] | [added: | F-[9](#i0c71ccd166cf4289bc7df1373f5c33f3_121) | | |]
| [Notes to Consolidated Financial [removed: Statements](#s3B2581AE2D955943BCB8BE6EEBF4C834)] [added: Statements](#i0c71ccd166cf4289bc7df1373f5c33f3_124)] | [removed: [F-10](#s3B2581AE2D955943BCB8BE6EEBF4C834)] | [added: | F-[10](#i0c71ccd166cf4289bc7df1373f5c33f3_124) | | |]
To the Shareholders and Board of Directors of [removed: Ingersoll-Rand] [added: Trane Technologies] plc
We have audited the accompanying consolidated balance sheets of [removed: Ingersoll-Rand] [added: Trane Technologies] plc and its subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] including the related notes [removed: and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2019 listed in the accompanying index] (collectively referred to as the “consolidated financial statements”).
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
TRANE TECHNOLOGIES PLC
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
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| (Heather R. Howlett) | | | | | | | | | | | | | | |
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| /s/ April Miller Boise | | | | | | Director | | | | | | February 9, 2021 | | |
| (April Miller Boise) | | | | | | | | | | | | | | |
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[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
TRANE TECHNOLOGIES PLC
| [Consolidated Statements of Comprehensive Income](#i0c71ccd166cf4289bc7df1373f5c33f3_112) | | | F-[5](#i0c71ccd166cf4289bc7df1373f5c33f3_112) | | |
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[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
[Table of](#i0c71ccd166cf4289bc7df1373f5c33f3_10) [Contents](#i0c71ccd166cf4289bc7df1373f5c33f3_10)
*Tax-Free Determination of the Reverse Morris Trust Transaction*
As described in Notes 2, 18 and 19 to the consolidated financial statements, on February 29, 2020, the Company completed its Reverse Morris Trust transaction (the Transaction) with Gardner Denver Holdings, Inc. (Gardner Denver, which changed its name to Ingersoll Rand, Inc. after the Transaction) whereby the Company distributed Ingersoll-Rand U.S. Holdco, Inc., which contained the Company's former Industrial segment (Ingersoll Rand Industrial), through a pro rata distribution (the Distribution) to shareholders of record as of February 24, 2020.
Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Gardner Denver.
As disclosed by management, the Transaction was determined to qualify for tax-free treatment under certain sections of the Internal Revenue Code.
The determination of the Transaction as tax-free requires management to make significant judgments about the interpretation of tax laws and regulations.
This determination is the subject of periodic audits by U.S. tax authorities.
Unfavorable audit findings and tax rulings may have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
The principal considerations for our determination that performing procedures relating to the tax-free determination of the Reverse Morris Trust transaction is a critical audit matter are (i) the significant judgment by management regarding the Transaction and application of U.S. tax laws and regulations in determining that the Transaction would qualify as tax-free, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to the tax-free determination, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to the determination of the tax-free treatment of the Transaction.
These procedures also included, among others (i) testing management’s process in determining the tax-free treatment of the Transaction, (ii) testing the information used in management’s determination, including opinions of third-party tax advisors, tax laws and regulations, and (iii) evaluating the reasonableness of management’s interpretation of the tax laws and regulations and determinations reached for the tax treatment of each component of the Transaction.
INGERSOLL-RAND PLC
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INGERSOLL-RAND PLC
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| [Schedule II – Valuation and Qualifying Accounts](#sF1CE5476199D571FB4C984A452F3982B) | [F-57](#sF1CE5476199D571FB4C984A452F3982B) |
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Precision Flow Systems (PFS) from its assessment of internal control over financial reporting as of December 31, 2019 because it was acquired by the Company in a purchase business combination during 2019.
We have also excluded PFS from our 2019 audit of internal control over financial reporting.
PFS is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2% and approximately 1% respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
*Liability for Asbestos-Related Matters*
These procedures included testing the effectiveness of controls relating to management’s estimate for asbestos-related matters, including controls over development of the aforementioned assumptions underlying the estimated asbestos-related liabilities.
This included evaluating the appropriateness of the estimate and the reasonableness of the aforementioned assumptions underlying the asbestos-related liabilities.
An excerpt. Shown here: 40 of 809 rewritten, 40 of 670 added and 40 of 932 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2020 filing and the FY2019 filing.