Trane Technologies (TT) 10-K risk factor changes: FY2022 vs FY2021

We continue to closely monitor the impact of the COVID-19 [removed: 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.

Our business and [added: global] operations have been impacted [removed: globally, resulting in] [added: by supply chain delays, higher material costs and product prices,] lower revenues for some quarters, [removed: supply chain delays] and unfavorable foreign currency exchange [removed: rate movements from time to time.][added: rates.]

Disruptions have occurred due to the COVID-19 pandemic, [added: the Russia-Ukraine conflict, supplier] capacity constraints, labor shortages, port congestion, logistical problems and other issues.

To minimize the risk of [removed: counter party] [added: counterparty] non-performance, derivative instrument agreements are made only through major financial institutions with significant experience in such derivative instruments.

[removed: On June 18, 2020, our] [added: Our] indirect wholly-owned subsidiaries Aldrich and Murray [added: have] each filed a voluntary petition for reorganization under the Bankruptcy Code in the Bankruptcy Court.

The Chapter 11 cases remain pending as of February [removed: 7, 2022.][added: 10, 2023.]

- the ultimate determination of the asbestos liability of Aldrich and Murray to be satisfied under a Chapter 11 plan and the ability to consummate the settlement reached with the [removed: FCR;][added: court appointed legal representative of future asbestos claimants (the FCR);]

- the outcome of negotiations with the [removed: ACC] [added: committee representing current asbestos claimants (ACC)] and the FCR 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 the ACC's pursuit of certain causes of action against us, following the Bankruptcy Court's grant of the ACC's motion seeking standing to investigate and pursue [added: certain causes of action at a hearing held on January 27, 2022, and other potential actions by the ACC 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 cases, including in connection with a proceeding by Aldrich and Murray to estimate their aggregate liability for asbestos claims, following the Bankruptcy Court's grant of their motion seeking such a [removed: proceeding at a hearing held on January 27, 2022,] [added: proceeding,] 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;

- delays in the confirmation or effective date of a plan of reorganization [removed: or the funding of the QSF] due to factors beyond the Company’s control;

- the risk that the insurance carriers do not support the [removed: Plan,] [added: Plan and] the risk that the ACC objects to the [removed: Plan and/or the motion to establish the QSF;] [added: Plan;] and

It also is possible that, in the Chapter 11 cases, various parties will [removed: seek to bring and will] be successful in bringing claims against us and other related parties, including by [added: successfully challenging the 2020 corporate restructuring, consolidating entities and/or] raising allegations that we are liable for the asbestos-related liabilities of Aldrich and Murray as set forth in certain pleadings filed by the ACC in the Chapter 11 cases.

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 [removed: pursued.][added: successful.]

To date, there has been no material business impact from such vulnerabilities, but we continue to monitor these issues and our responses [removed: are ongoing.]

[removed: If we are unable to effectively respond to changes to applicable] laws and regulations, [removed: interpretations of applicable laws and regulations,] or comply with existing and future laws and regulations, our competitive position, results of operations, financial condition and cash flows could be materially adversely impacted.

There are additional risks related to our Reverse Morris Trust transaction, see [removed: "Risks] [added: Part IA, Item 1A, "Risk Factors - Risks] Related to the Transactions" for more information.

[removed: While the Tax Cuts and Jobs Act (TCJA) was passed in the U.S. in 2017,] [added: Even after legislation is enacted,] further guidance, [removed: regulations,] [added: regulations] and technical corrections pertaining to [removed: TCJA] [added: the legislation] continue to be issued by the tax authorities, some of which may have retroactive application.

In addition, [removed: the U.S. Congress is] [added: governmental authorities are] actively engaged in formulating new legislative proposals.

[removed: Finally,] [added: In addition to] the [added: above, the] European Commission has been very active in investigating whether various tax regimes or private tax rulings provided by a country to particular taxpayers may constitute State Aid.

On the Distribution Date, we completed the Transaction with Gardner Denver, which changed its name to Ingersoll Rand after the Transaction whereby we distributed [added: common stock of] Ingersoll-Rand U.S. Holdco, Inc., which contained Ingersoll Rand Industrial, through the Distribution to [removed: our shareholders of record as of February 24, 2020.][added: the Spin-off Shareholders.]

Upon close of the Transaction, [removed: our existing shareholders] [added: the Spin-off Shareholders] received approximately 50.1% of the shares of Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver [removed: stockholders] [added: shareholders] retained approximately 49.9% of the shares of Ingersoll Rand on a fully diluted basis.

As a result, [removed: our shareholders] [added: Spin-off Shareholders] received 0.8824 shares of Ingersoll Rand common stock with respect to each share of our stock owned as of February 24, 2020.

If the Distribution as part of our Reverse Morris Trust Transaction is determined to be taxable for Irish tax purposes, significant Irish tax liabilities may arise for [removed: our shareholders.][added: the Spin-off Shareholders.]

We received an opinion from Irish Revenue regarding certain tax matters associated with the Distribution, as well as a legal opinion from our Irish counsel Arthur [removed: Cox,] [added: Cox LLP,] regarding certain Irish tax consequences [removed: for shareholders] of the [removed: Distribution.][added: Distribution for the Spin-off Shareholders.]

For [removed: our shareholders that] [added: the Spin-off Shareholders who] are not resident or ordinarily resident in Ireland for Irish tax purposes and [removed: that] [added: who] do not hold their shares in connection with a trade or business carried on by such [removed: shareholders] [added: Spin-off Shareholders] through an Irish branch or agency, we consider, based on both opinions taken together, that no adverse Irish tax consequences for such [removed: shareholders] [added: Spin-off Shareholders] should have arisen.

[removed: If the Distribution ultimately is determined to be taxable for Irish tax purposes, certain of our shareholders and we could have significant Irish tax liabilities as a result of the] Distribution, and there could be a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods.

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 Ingersoll [removed: Rand Inc.,] [added: Rand,] then the Company and [removed: our shareholders] [added: the Spin-off Shareholders] may be required to pay substantial U.S. federal income taxes, and Ingersoll Rand [removed: Inc.] may be obligated to indemnify the Company for such taxes imposed on the Company.

[removed: We] [added: At the time of the Distribution, we] received an opinion from our U.S. tax counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP (Paul Weiss) substantially to the effect that, for U.S. federal income tax purposes, the Distribution together with certain related transactions undertaken in anticipation of the Distribution and taking into account the merger of Ingersoll Rand Industrial with the wholly-owned subsidiary of Ingersoll Rand will qualify as a tax-free transaction under Sections 368(a), 361 and 355 of the Code, with the result that we and [removed: our shareholders] [added: the Spin-off Shareholders] will not recognize any gain or loss for U.S. federal income tax purposes as a result of the spin-off.

In addition, [removed: the] [added: an] opinion will be based on current law, and cannot be relied upon if current law changes with retroactive effect.

If the Distribution, and/or related internal transactions in anticipation of the Distribution ultimately are determined to be taxable, we could incur significant U.S. federal income tax liabilities, which could cause a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods, although if this determination resulted from certain actions taken by Ingersoll Rand Industrial or Ingersoll [removed: Rand Inc.,] [added: Rand,] Ingersoll Rand [removed: Inc.] would be required to bear the cost of any resultant tax liability pursuant to the terms of the Tax Matters [removed: Agreement.][added: Agreement dated February 29, 2020, among Ingersoll-Rand Plc, Ingersoll-Rand Lux International Holding Company S.à r.l, Ingersoll-Rand Services Company, Ingersoll-Rand U.S. HoldCo, Inc., and Gardner Denver Holdings, Inc. (Tax Matters Agreement).]

The Distribution will be taxable to the Company pursuant to Section 355(e) of the Code if there is a 50% or greater change in ownership of either the Company or Ingersoll Rand Industrial, directly or indirectly (including through such a change in ownership of Ingersoll [removed: Rand Inc.),] [added: Rand),] as part of a plan or series of related transactions that include the Distribution.

A Section 355(e) change of ownership would not make the Distribution taxable to [removed: our shareholders,] [added: the Spin-off Shareholders,] but instead may result in corporate-level taxable gain to certain of our subsidiaries.

Because [removed: our shareholders] [added: the Spin-off Shareholders] will collectively be treated as owning more than 50% of the Ingersoll Rand [removed: Inc.] common stock following the merger, the merger alone should not cause the Distribution to be taxable to our subsidiaries under Section 355(e).

However, Section 355(e) might apply if other acquisitions of stock of the Company before or after the merger, or of Ingersoll Rand [removed: Inc.] before or after the merger, are considered to be part of a plan or series of related transactions that include the Distribution together with certain related transactions.

If Section 355(e) applied, certain of our subsidiaries might recognize a very substantial amount of taxable gain, although if this applied as a result of certain actions taken by Ingersoll Rand Industrial, Ingersoll Rand [removed: Inc.] or certain specified Ingersoll Rand [removed: Inc.] stockholders, Ingersoll Rand [removed: Inc.] would be required to bear the cost of any resultant tax liability under Section 355(e) pursuant to the terms of the Tax Matters Agreement.

If the merger does not qualify as a tax-free reorganization under Section 368(a) of the Code, [removed: our shareholders] [added: the Spin-off Shareholders] may be required to pay substantial U.S. federal income taxes.

[removed: We] [added: On the Distribution Date, we] have received an opinion from Paul Weiss, and Ingersoll Rand [removed: Inc. has] received an opinion from their counsel Simpson Thacher & Bartlett LLP, substantially to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code with the result that U.S. holders of Ingersoll Rand Industrial common stock who received Ingersoll Rand common stock in the merger will not recognize any gain or loss for U.S. federal income tax purposes (except with respect to cash received in lieu of fractional shares of Ingersoll Rand common stock).

These opinions were based upon, among other things, certain representations and assumptions as to factual matters made by Ingersoll [removed: Rand Inc.,] [added: Rand,] the Company, Ingersoll Rand Industrial and the merger subsidiary used by Ingersoll [removed: Rand Inc. The failure of any factual representation or assumption to be true, correct and complete in all material respects could adversely affect the validity of the opinions.][added: Rand.]

In addition, the opinions [removed: will be] [added: are] based on current law, and cannot be relied upon if current law changes with retroactive effect.

The full extent to which a resurgence of COVID-19 or spread of new infectious diseases will affect us will depend on future developments that are highly uncertain and cannot be accurately predicted.

The COVID-19 pandemic has had widespread, rapidly evolving and unpredictable impacts on global society, economics, financial markets and business practices.

Government efforts to contain COVID-19 have included travel bans and restrictions, quarantines, shelter in place orders and shutdowns.

The COVID-19 pandemic has also at times affected our ability to obtain needed products and services, operate in certain locations, maintain our distribution channels, and attract and retain talent.

The extent to which COVID-19 or other widespread outbreaks of infectious disease impact our business going forward will depend on factors such as the duration and scope of infections; governmental, business, and individuals' actions in response to the health crisis; and the impact on economic activity including the possibility of financial market instability or recession.

How a resurgence of COVID-19 or other potential global pandemics will affect us will depend on future developments that are highly uncertain and cannot be accurately predicted.

Such events may also exacerbate other risks discussed herein, any of which could have a material adverse effect on us.

Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results

Geopolitical tensions and trade disputes can disrupt supply chains and increase the cost of our products.

This could cause our products to be more expensive for customers, which could reduce the demand for or attractiveness of such products.

In addition, a geopolitical conflict in a region where we operate could disrupt our ability to conduct business operations in that region.

Beyond tariffs and sanctions, countries also could adopt other measures, such as controls on imports or exports of goods, technology, or data, which could adversely affect our operations and supply chain and limit our ability to offer our products and services as intended.

These kinds of restrictions could be adopted with little to no advanced notice, and we may not be able to effectively mitigate the adverse impacts from such measures.

Political uncertainty surrounding trade or other international disputes also could have a negative impact on customer confidence and willingness to spend money, which could impair our future growth.

The military conflict between Russia and Ukraine has created a humanitarian crisis, materially impacted economic activities, and may materially impact our global and regional operations.

The global economy has been negatively impacted by the military conflict between Russia and Ukraine.

Governments including the U.S., United Kingdom, and those of the European Union have imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia which has triggered retaliatory sanctions by the Russian government and its allies.

The outcome and future impacts of the conflict remain highly uncertain, continue to evolve and may grow more severe the longer the military action and sanctions remain in effect.

Risks associated with the Russian-Ukrainian conflict include, but are not limited to, adverse effects on political developments and on general economic conditions, including inflation and consumer spending; disruptions to our supply chains; disruptions to our information systems, including through network failures, malicious or disruptive software, or cyberattacks; trade disruptions; energy shortages or rationing that may adversely impact our manufacturing facilities and consumer spending, particularly in Europe; rising fuel and/or rising costs of producing, procuring and shipping our products; our exposure to foreign currency exchange rate fluctuations; and constraints, volatility or disruption in the financial markets.

When Russia invaded Ukraine in February 2022, we immediately halted new orders and shipments into and out of Russia and Belarus.

As of December 31, 2022, we have exited all business activity within these markets.

To date, the Russia-Ukraine war has not had a material adverse effect on our business or financial performance.

We have no way to predict the progress or outcome of the situation in Ukraine.

Until there is a peaceful resolution, the conflict could have a material adverse effect on our operations, results of operations, financial condition, liquidity, growth prospects and business outlook.

For detailed information on the bankruptcy cases of Aldrich and Murray, see Part I, Item 1, "Business - Asbestos-Related Matters," Part I, Item 3, "Legal Proceedings", Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Events," and Part II, Item 8, Consolidated Financial Statements, Note 1, "Description of Company," and Note 20, "Commitments and Contingencies."

are ongoing.

If we are unable to effectively respond to changes to applicable laws and regulations, interpretations of applicable

Our business success depends on attracting, developing, and retaining highly qualified talent.

The skills, experience, and industry knowledge of our employees significantly benefit our operations and performance.

The market for employees and leaders with certain skills and experiences is very competitive, and difficulty attracting, developing, and retaining members of our management team and key employees could have a negative effect on our business, operating results, and financial condition.

Maintaining a positive and inclusive culture and work environment, offering attractive compensation, benefits, and development opportunities, and effectively implementing processes and technology that enable our employees to work effectively and efficiently are important to our ability to attract and retain employees.

On December 12, 2022, the European Union (EU) Member States agreed in principle on the introduction of a global minimum tax rate (proposed 15% minimum tax rate).

On December 15, 2022, the European Council formally adopted the Council Directive on ensuring a global minimum level of taxation for multinational and large-scale domestic groups in the EU Member States (the Directive), meaning that the Directive will have to be transposed into EU Member States' national law by the end of 2023, entering into effect beginning January 1, 2024.

If the Distribution ultimately is determined to be taxable for Irish tax purposes, we and the Spin-off Shareholders could have significant Irish tax liabilities as a result of the

The failure of any factual representation or assumption to be true, correct and complete in all material respects could adversely affect the validity of the opinions.

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.

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.

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.

These effects of the pandemic have created and exacerbated issues concerning the attraction and retention of talent globally.

The COVID-19 global pandemic has also adversely impacted, and may continue to adversely impact, our suppliers and their manufacturers and our customers.

Some of our purchases are from sole or limited source suppliers for reasons of cost effectiveness, uniqueness of design, or product quality.

The effects of the COVID-19 global pandemic have exacerbated supply chain issues with these suppliers.

Any delay in receiving critical supplies could have a material adverse effect on our results of operations, financial condition and cash flows.

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 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 COVID-19 global pandemic continues or there are resurgences of COVID-19 and its variants.

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 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.

Vaccine mandates and testing requirements have been announced in jurisdictions where we operate.

Our efforts to comply with these requirements could result in attrition and could impact our ability to successfully compete for talent, our ability to operate our manufacturing facilities and our ability to service our customers.

In addition, compliance and monitoring costs associated with these mandates could be significant.

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.

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.

On August 26, 2021, we announced that Aldrich and Murray reached an agreement in principle with the court appointed legal representative of the FCR in the bankruptcy proceedings.

The agreement in principle includes the key terms for the permanent resolution of all current and future asbestos claims against Aldrich and Murray (Asbestos Claims) pursuant to the Plan as described further in Note 21, “Commitments and Contingencies” and “Item 1- Legal Proceedings” in this report.

The agreement in principle with the FCR is subject to final documentation and is conditioned on arrangements acceptable to Aldrich and Murray with respect to their asbestos insurance assets.

The current asbestos claimants (the ACC) are not a party to the agreement in principle.

Any settlement and its implementation in a plan of reorganization is subject to the approval of the Bankruptcy Court, and there can be no assurance that the Bankruptcy Court will approve the agreement on the terms proposed.

On September 24, 2021, Aldrich and Murray filed the Plan with the Bankruptcy Court.

The Plan is supported by and reflects the agreement in principle reached with the FCR.

In connection with the Plan, Aldrich and Murray filed a motion with the Bankruptcy Court to create a $270.0 million trust intended to constitute a QSF.

The funds held in the QSF would be available to provide funding for the Section 524(g) Trust upon effectiveness of the Plan.

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF.

The QSF is expected to be funded in the first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes final and non-appealable.

At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to predict whether the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the Chapter 11 cases will last.

certain causes of action at a hearing held on January 27, 2022, and other potential actions by the ACC 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;

For example, in the fourth quarter of 2021 a third-party provider that we use for time and attendance tracking experienced a ransomware event that affected our access to this software solution.

We activated our crisis management team and business continuity processes and were able to employ alternate methods for tracking time and attendance.

While the issue did not directly affect our operations or IT systems, the issue caused and continues to cause disruption and a reallocation of management’s time and attention to address the problem.

Some of these issues have been and may in the future be exacerbated by effects of the COVID-19 global pandemic as described in our risk factor - "*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*".

The OECD (and the European Commission) have also committed to implementing a global minimum tax rate (proposed 15% minimum tax rate, agreed upon by over 135 jurisdictions, including Ireland).

Full details are uncertain and timing is currently proposed to be January 1, 2023.

*This section discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] significant items affecting our consolidated operating results, financial condition and liquidity and provides a year-to-year comparison between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] significant items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] have been excluded in this Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for year ended December 31, [removed: 2020.*][added: 2021.*]

Trane [removed: Technologies, plc,] [added: Technologies plc] is a global climate innovator.

We are [removed: also ‘Leading] [added: Leading] by [removed: Example’] [added: Example] as we make progress toward carbon-neutral operations and zero waste-to-landfill across our global footprint and net positive water use in water-stressed locations.

Our [removed: ‘Opportunity] [added: Opportunity] for [removed: All’] [added: All] commitment focuses on gender parity in leadership, workforce diversity reflective of our communities, and a citizenship strategy that helps underserved communities through enhanced learning environments and pathways to green and Science, Technology, Engineering and Math (STEM) careers.

[removed: In addition, to meet our increased customer demand,] [added: However, despite these challenges, overall end market demand remained healthy as] we [removed: are] [added: continued to] proactively [removed: managing industry-wide] [added: manage global] supply chain and resource constraints [removed: and are] [added: by] working closely with our suppliers, customers and logistics providers to mitigate the impacts on our business as we continue to sell, install and service our products.

On [removed: the Petition Date,] [added: June 18, 2020 (Petition Date),] our indirect wholly-owned subsidiaries, Aldrich and Murray each filed a voluntary petition for reorganization under the Bankruptcy Code.

During the year ended December 31, 2021, in connection with the agreement in principle reached by Aldrich and Murray with the FCR and the motion [added: filed on September 24, 2021] to create a $270.0 million [removed: QSF,] [added: "qualified settlement fund" within the meaning of the Treasury Regulations under Section 468B of the Internal Revenue Code (QSF),] we recorded a charge of $21.2 million to increase our Funding Agreement liability to $270.0 million.

The Chapter 11 cases remain pending as of February [removed: 7, 2022.][added: 10, 2023.]

Given our broad range of products manufactured and geographic markets served, management uses a variety of factors to predict the outlook for [removed: our company.][added: the Company.]

We regularly perform detailed evaluations of the different market segments we are serving to proactively detect trends and to adapt our strategies [removed: accordingly.][added: accordingly, including potential triggers and actions to be taken under recessionary scenarios.]

In addition, we believe our [added: backlog and] order [removed: rates] [added: levels] are indicative of future revenue and thus are a key measure of anticipated performance.

Current economic conditions [removed: have shown improvement but] remain mixed across our end markets.

The COVID-19 global pandemic continues to impact both the global [removed: HVAC] [added: Heating, Ventilation] and [added: Air Conditioning (HVAC) and] Transport end markets as [removed: industry-wide] [added: disruptions and delays in the global] supply chain and resource constraints [removed: exist.][added: continue to be experienced.]

Year Ended December 31, [removed: 2021] [added: 2022] Compared to the Year Ended December 31, [removed: 2020] [added: 2021] - Consolidated Results

| Dollar amounts in millions | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Period Change | | | | | | [removed: 2021] [added: 2022] % of revenues | | | | | | [removed: 2020] [added: 2021] % of revenues | | |

| Net revenues | | | | | | $ | [removed: 14,136.4] [added: 15,991.7] | | | | | $ | [removed: 12,454.7] [added: 14,136.4] | | | | | $ | [removed: 1,681.7] [added: 1,855.3] | | | | | | | | | | | | | |

| Cost of goods sold | | | | | | [removed: (9,666.8)] [added: (11,026.9)] | | | | | | [removed: (8,651.3)] [added: (9,666.8)] | | | | | | [removed: (1,015.5)] [added: (1,360.1)] | | | | | | [removed: 68.4%] [added: 69.0%] | | | | | | [removed: 69.5%] [added: 68.4%] | | |

| Gross profit | | | | | | [removed: 4,469.6] [added: 4,964.8] | | | | | | [removed: 3,803.4] [added: 4,469.6] | | | | | | [removed: 666.2] [added: 495.2] | | | | | | [removed: 31.6%] [added: 31.0%] | | | | | | [removed: 30.5%] [added: 31.6%] | | |

| Selling and administrative expenses | | | | | | [removed: (2,446.3)] [added: (2,545.9)] | | | | | | [removed: (2,270.6)] [added: (2,446.3)] | | | | | | [removed: (175.7)] [added: (99.6)] | | | | | | [removed: 17.3%] [added: 15.9%] | | | | | | [removed: 18.2%] [added: 17.3%] | | |

| Operating income | | | | | | [removed: 2,023.3] [added: 2,418.9] | | | | | | [removed: 1,532.8] [added: 2,023.3] | | | | | | [removed: 490.5] [added: 395.6] | | | | | | [removed: 14.3%] [added: 15.1%] | | | | | | [removed: 12.3%] [added: 14.3%] | | |

| Interest expense | | | | | | [removed: (233.7)] [added: (223.5)] | | | | | | [removed: (248.7)] [added: (233.7)] | | | | | | [removed: 15.0] [added: 10.2] | | | | | | | | | | | | | | |

| Other income/(expense), net | | | | | | [removed: 1.1 | | | | | | 4.1 | | | | | | (3.0) | | | | | |] [added: $] | [added: (23.3)] | | | | | [added: $] | [added: 1.1] | |

| Earnings before income taxes | | | | | | [removed: 1,790.7] [added: 2,172.1] | | | | | | [removed: 1,288.2] [added: 1,790.7] | | | | | | [removed: 502.5] [added: 381.4] | | | | | | | | | | | | | | |

| Provision for income taxes | | | | | | [removed: (333.5)] [added: (375.9)] | | | | | | [removed: (296.8)] [added: (333.5)] | | | | | | [removed: (36.7)] [added: (42.4)] | | | | | | | | | | | | | | |

| Earnings from continuing operations | | | | | | [removed: 1,457.2] [added: 1,796.2] | | | | | | [removed: 991.4] [added: 1,457.2] | | | | | | [removed: 465.8] [added: 339.0] | | | | | | | | | | | | | | |

| Discontinued operations, net of tax | | | | | | [removed: (20.6)] [added: (21.5)] | | | | | | [removed: (121.4)] [added: (20.6)] | | | | | | [removed: 100.8] [added: (0.9)] | | | | | | | | | | | | | | |

| Net earnings | | | | | | $ | [removed: 1,436.6] [added: 1,774.7] | | | | | $ | [removed: 870.0] [added: 1,436.6] | | | | | $ | [removed: 566.6] [added: 338.1] | | | | | | | | | | | | | |

*Net revenues* for the year ended December 31, [removed: 2021] [added: 2022] increased by [removed: 13.5%,] [added: 13.1%,] or [removed: $1,681.7] [added: $1,855.3] million, compared with the same period of [removed: 2020.][added: 2021.]

| Currency translation | | | [removed: 0.8] [added: (2.2)] | | % |

The increase in *Net revenues* was primarily driven by [removed: increased] [added: inflation-based price increases,] end customer demand [removed: as a result of improved economic conditions as it relates to the COVID-19 global pandemic compared to the full year of 2020, coupled with pricing increases] within all [removed: of] our [added: reportable] segments [removed: to offset significant material] and [removed: freight inflation, and a favorable] [added: incremental revenues from acquisitions, partially offset by an unfavorable] impact from foreign currency translation.

Gross profit margin for the year ended December 31, [removed: 2021 increased 110] [added: 2022 decreased 60] basis points to [removed: 31.6%] [added: 31.0%] compared to [removed: 30.5%] [added: 31.6%] for the same period of [removed: 2020] [added: 2021] primarily due to [removed: price realization and productivity benefits, partially offset by increased] [added: significant] direct material, freight and other [removed: inflation.][added: inflation, and unfavorable impacts to productivity arising from supply chain, freight and logistics challenges, partially offset by inflation-based price increases.]

*Selling and administrative expenses* for the year ended December 31, [removed: 2021] [added: 2022] increased by [removed: 7.7%,] [added: 4.1%,] or [removed: $175.7] [added: $99.6] million, compared with the same period of [removed: 2020.][added: 2021.]

[removed: However,] *Selling and administrative expenses* as a percentage of *Net revenues* for the year ended December 31, [removed: 2021] [added: 2022] decreased [removed: 90] [added: 140] basis points from [removed: 18.2% to] 17.3% [added: to 15.9%] primarily due to higher revenues year-over-year.

*Interest expense* for the year ended December 31, [removed: 2021] [added: 2022] decreased by [removed: 6.0%] [added: 4.4%] or [removed: $15.0] [added: $10.2] million compared with the same period of [removed: 2020] [added: 2021] primarily due to the repayments of $125.0 million of 9.000% Debentures in August [removed: 2021, $300.0 million of 2.900% Senior notes in February] 2021 and [removed: 2020 interest costs related to the] $300.0 million of [removed: 2.625%] [added: 2.900%] Senior notes [removed: which were repaid] in [removed: April 2020.][added: February 2021.]

| In millions | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Interest income | | | | | | $ | [removed: 4.0] [added: 9.2] | | | | | $ | [removed: 4.5] [added: 4.0] | |

| Foreign currency exchange loss | | | | | | [removed: (10.7)] [added: (17.9)] | | | | | | [removed: (10.0)] [added: (10.7)] | | |

| Other components of net periodic benefit credit/(cost) | | | | | | [removed: (1.6)] [added: (10.6)] | | | | | | [removed: (14.7)] [added: (1.6)] | | |

| Other activity, net | | | | | | [removed: 9.4] [added: (4.0)] | | | | | | [removed: 24.3] [added: 9.4] | | |

We have announced ambitious 2030 Sustainability Commitments, including our Gigaton Challenge to reduce customers' carbon emissions by a billion metric tons.

We are one of a handful of companies whose emissions reductions targets have been validated three times by the SBTi, and one of the very few companies worldwide whose net-zero targets have also been validated.

*Recent Acquisitions*

On October 31, 2022, we completed the acquisition of AL-KO Air Technology (AL-KO).

AL-KO brings complementary, high-performing solutions to the comprehensive Trane Commercial HVAC product and services portfolios in Europe and Asia.

The results of the acquisition are reported within the EMEA and Asia Pacific segments.

On April 1, 2022, we completed a channel acquisition of a Commercial HVAC independent dealer to support our ongoing strategy to expand our distribution network and service area.

The results of the channel acquisition are reported within the Americas segment.

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF, which was funded on March 2, 2022, resulting in an operating cash outflow of $270.0 million in our Consolidated Statement of Cash Flows, of which $91.8 million was allocated to continuing operations and $178.2 million was allocated to discontinued operations for the year ended December 31, 2022.

For detailed information on the bankruptcy cases of Aldrich and Murray, see Part I, Item 1, "Business - Asbestos-Related Matters," Part I, Item 1A, "Risk Factors - Risks Related to Litigation," Part I, Item 3, "Legal Proceedings," and Part II, Item 8, Consolidated Financial Statements, Note 1, "Description of Company," and Note 20, "Commitments and Contingencies."

We expect market conditions to remain mixed across the geographies where we serve our customers as the impact from COVID-19 eases; however, macroeconomic events including the material cost, wage and energy inflation and tightening financial conditions, as a result of higher interest rates, could increase the likelihood of deteriorating economic conditions which could have a negative impact on our business.

The extent to which the COVID-19 pandemic and other macro economic conditions continue to impact the Company's results of operations and financial condition will depend on future developments that are highly uncertain and cannot be predicted.

See Part I, Item 1A, "Risk Factors - Risks Related to Economic Conditions," for more information.

Furthermore, when Russia invaded Ukraine in February 2022, we immediately halted new orders and shipments into and out of Russia and Belarus.

As of December 31, 2022, we have exited all business activity within these markets.

To date, the Russia-Ukraine war has not had a material adverse effect on our business or financial performance.

| Pricing | | | 9.6 | | % |

| Volume | | | 4.9 | | % |

| Acquisitions | | | 0.8 | | % |

Pricing and volume increases were experienced in all segments.

The increase in *Selling and administrative expenses* was primarily driven by an increase in human capital related costs as a result of investing in our people, travel costs and amortization due to acquisitions, partially offset by favorable non-cash adjustments to contingent consideration of $46.9 million.

During the year ended December 31, 2022, we recorded a $15.0 million settlement charge for a compensation related payment to a retired executive within other components of net periodic benefit credit/(cost).

Other activity, net primarily includes items associated with certain legal matters, as well as asbestos-related activities of Murray.

The 2022 effective tax rate was 17.3% which was lower than the U.S. Statutory rate of 21% due to a $48.2 million reduction in valuation allowances primarily related to certain net state deferred tax assets resulting from U.S. legal entity restructurings and deferred tax assets associated with foreign tax credits as a result of an increase in the current year amount of creditable foreign source income.

Additional tax benefits included in this year's effective rate are $12.4 million, net related to the current year's effects of a prepayment of an intercompany obligation in 2021, excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate.

These amounts were partially offset by U.S. state and local taxes and certain non-deductible employee expenses.

The Company determined that its two Europe, Middle East and Africa (EMEA) operating segments meet the aggregation criteria based on similar operating and economic characteristics, resulting in one reportable segment.

Therefore, the Company has three regional reportable segments, Americas, EMEA and Asia Pacific.

| Total Segment Adjusted EBITDA as a percentage of net revenues | | | | | | 18.2 | | % | | | | 18.4 | | % | | | | | | | | | | | | |

| Pricing | | | 10.7 | | % |

| Volume | | | 4.2 | | % |

| Acquisitions | | | 0.7 | | % |

| Total | | | 15.4 | | % |

The increase in *Net revenues* was primarily driven by inflation-based price increases, higher volumes driven by increased end-customer demand and incremental revenues from acquisitions.

| Pricing | | | 7.1 | | % |

| Volume | | | 7.4 | | % |

| Acquisitions | | | 1.2 | | % |

| Total | | | 4.6 | | % |

The increase in *Net revenues* was primarily driven by higher volumes driven by increased end-customer demand, inflation-based price increases and incremental revenues from acquisitions, partially offset by the unfavorable currency translation.

Excluding the impact of foreign currency translation and acquisitions, *Net revenues* increased by 14.5%

Our 2030 Sustainability Commitments have been verified by the SBTi and include our pledge to reduce customer greenhouse gas emissions by one gigaton (one billion metric tons).

*Separation of Industrial Segment Business*

On the Distribution Date, we completed the Transaction with Gardner Denver, which changed its name to Ingersoll Rand after the Transaction, whereby we distributed Ingersoll-Rand U.S. HoldCo, Inc., which contained Ingersoll Rand Industrial, through the Distribution to our shareholders of record as of February 24, 2020.

Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Ingersoll Rand.

Upon close of the Transaction, our existing shareholders received 50.1% of the shares of Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver stockholders retained 49.9% of the shares of Ingersoll Rand on a fully diluted basis.

As a result, our shareholders received .8824 shares of Ingersoll Rand common stock with respect to each share owned as of February 24, 2020.

In connection with the Transaction, we received a special cash payment of $1.9 billion.

During the year ended December 31, 2021, we paid Ingersoll Rand $49.5 million to settle certain items related to the Transaction.

This payment was related to working capital, cash and indebtedness amounts as of the Distribution Date, as well as funding levels related to pension plans, non-qualified deferred compensation plans and retiree health benefits.

We recorded the settlement as a reduction to *Retained earnings* during the first quarter of 2021.

After the Distribution Date, we do not beneficially own any Ingersoll Rand Industrial shares of common stock and no longer consolidate Ingersoll Rand Industrial in our financial statements.

The historical results of Ingersoll Rand Industrial are presented as a discontinued operation in the Consolidated Statements of Earnings and Consolidated Statements of Cash Flows.

*COVID-19 Global Pandemic*

In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide.

During the first half of 2020, the COVID-19 global pandemic adversely impacted our business globally including, but not limited to, lower end customer demand, certain supply chain delays, temporary facility closures and limitations of our workforce to essential crews only.

In response, we proactively initiated cost cutting actions and actively managed our supply chain in an effort to mitigate the impact of the global pandemic on our business.

Despite the challenges set forth by the COVID-19 global pandemic, we continued to sell, install and service our products, invest in our businesses, develop and launch new products and deliver innovative customer solutions for electrification of heating, cooling and transport, enhanced indoor air quality, and precise temperature control along the full vaccine cold chain.

During the year ended December 31, 2021, we experienced significant increases in end market demand, executed price increases to cover rapidly increasing material, component and logistics costs and realized strong earnings growth as a result of strong execution across our organization.

We will continue to monitor the ongoing COVID-19 global pandemic as it evolves and will assess any potential impacts to our business and financial statements as necessary.

Amounts derecognized in 2020 primarily related to the legacy asbestos-related liabilities and asbestos-related insurance recoveries and $41.7 million of cash.

As a result of the deconsolidation, we recognized an aggregate loss of $24.9 million in our Consolidated Statements of Earnings during the year ended December 31, 2020.

A gain of $0.9 million related to Murray and its wholly-owned subsidiary ClimateLabs was recorded within *Other income/ (expense), net* and a loss of $25.8 million related to Aldrich and its wholly-owned subsidiary 200 Park was recorded within *Discontinued operations, net of tax*.

Additionally, the deconsolidation resulted in an investing cash outflow of $41.7 million in our Consolidated Statements of Cash Flows, of which $10.8 million was recorded within continuing operations during the year ended December 31, 2020.

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF, which is expected to be funded in the first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes final and non-appealable.

Therefore, as we expect to fund the QSF shortly after the Bankruptcy Court enters the order reflecting its approval, we reclassified our $270.0 million Funding Agreement liability to *Accrued expenses and other current liabilities* at December 31, 2021*.* At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to predict whether the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the Chapter 11 cases will last.

See also the discussion in Note 21 to the Consolidated Financial Statements.

As vaccine distribution and administration expands, we expect market conditions to continue improving across the geographies where we serve our customers.

| | | | | | |

| Volume | | | 7.5 | | % |

| Pricing | | | 3.6 | | % |

| Acquisitions | | | 1.6 | | % |

| Total | | | 13.5 | | % |

Also, during the fourth quarter of 2020 and the first quarter of 2021, we completed three channel acquisitions, two were completed in the Americas segment and the third was completed within the EMEA segment, further driving an increase in *Net revenues* as compared to the prior year.

The increase in *Selling and administrative expenses* was primarily driven by higher compensation and employee benefits due to headcount growth, higher incentive compensation and lower cost in the prior year due to delays in merit increases and employee furloughs in certain regions, partially offset by lower spending on restructuring and transformation initiatives.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Other activity, net for the year ended December 31, 2020, primarily includes a $17.4 million adjustment to correct an overstatement of a legacy legal liability that originated in prior years and a gain of $0.9 million related to the deconsolidation of Murray and its wholly-owned subsidiary ClimateLabs within other activity, net.

The 2020 effective tax rate was 23.0% which was higher than the U.S. Statutory rate of 21% due to a $36.5 million non-cash charge related to the establishment of valuation allowances on net deferred tax assets, primarily net operating losses in certain tax jurisdictions and the write-off of a carryforward tax attribute as a result of the completion of the Transaction, U.S. state and local taxes and certain non-deductible employee expenses.

These amounts were partially offset by excess tax benefits from employee share-based payments, a $14.0 million benefit primarily related to a reduction in valuation allowances on deferred taxes related to net operating losses as a result of a planned restructuring in a non-U.S. tax jurisdiction and foreign tax credits as a result of revised projections of future foreign source income and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate.

The impact of the changes in the valuation allowances and the write-off of the carryforward tax attribute increased the effective tax rate by 1.7%.

Our largest concentration of revenues from non-U.S. operations as of December 31, [removed: 2021] [added: 2022] 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: 2021] [added: 2022] from either Euros or Chinese Yuan-based operations into U.S. dollars would result in a decline of approximately [removed: $135] [added: $140] million and [removed: $70] [added: $60] million, respectively.

Based on the currency derivative instruments in place at December 31, [removed: 2021,] [added: 2022,] 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: $18.1] [added: $7.5] million, as compared with [removed: $22.3] [added: $18.1] million at December 31, [removed: 2020.][added: 2021.]

Based on the commodity derivative instruments in place at December 31, [removed: 2021,] [added: 2022,] a hypothetical change in fair value of those derivative instruments assuming a 10% decrease in commodity prices would result in an unrealized loss of approximately [added: $9.0 million, as compared with] $7.5 [removed: million.][added: million at December 31, 2021.]

Trane [removed: Technologies,] [added: Technologies plc, a] public limited [removed: company (plc),] [added: company,] incorporated in Ireland in 2009, and its consolidated subsidiaries (collectively we, [added: us,] our, the Company) is a global climate innovator.

We generate revenue and cash primarily through the design, manufacture, sales and service of solutions for Heating, Ventilation and Air Conditioning [removed: (HVAC) and] [added: (HVAC),] transport [removed: refrigeration.][added: refrigeration, and custom refrigeration solutions.]

The Americas segment encompasses commercial [removed: heating and] [added: heating,] cooling [added: and ventilation] systems, building controls, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.

This segment had [removed: 2021] [added: 2022] net revenues of [removed: $11.0 billion.][added: $2,034.5 million.]

The EMEA segment encompasses [removed: heating and] [added: heating,] cooling [added: and ventilation] systems, services and solutions for commercial buildings and industrial processing, and transport refrigeration systems and solutions.

This segment had [removed: 2021] [added: 2022] net revenues of [removed: $1.9 billion.][added: $1,316.4 million.]

The Asia Pacific segment encompasses [removed: heating and] [added: heating,] cooling [added: and ventilation] systems, services and solutions for commercial buildings and transport refrigeration systems and solutions.

This segment had [removed: 2021] [added: 2022] net revenues of [removed: $1.2 billion.][added: $12,640.8 million.]

| [removed: Air conditioners | | | | | |] Indoor air quality assessments and related products for HVAC and Transport solutions | | | [added: | | | Vehicle-powered truck refrigeration systems | | |]

| [removed: Air exchangers] [added: Industrial refrigeration] | | | | | | [removed: Industrial refrigeration] [added: Ventilation] | | |

| Auxiliary power units (electric and diesel) | | | | | | [removed: Light commercial unitary] [added: Rail refrigeration systems] | | |

| Building management systems | | | | | | [removed: Motor replacements] [added: Rate chambers] | | |

| [removed: Bus air purification systems] [added: Air handlers] | | | | | | Multi-pipe HVAC systems | | |

| [removed: Chillers] [added: Airside and terminal devices] | | | | | | Package heating and cooling systems | | |

| [removed: Coils and condensers] [added: Air-sourced heat pumps] | | | | | | Parts and supplies (aftermarket and OEM) | | |

| Container refrigeration systems and gensets | | | | | | [removed: Performance contracting] [added: Residential Air Filtration System] | | |

| [removed: Ductless systems] [added: Chillers] | | | | | | Repair and maintenance services | | |

| [removed: Electric-powered truck] [added: Cryogenic] refrigeration systems | | | | | | Self-powered truck refrigeration systems | | |

| [removed: Facility management services] [added: Energy efficiency programs] | | | | | | Temporary heating and cooling systems | | |

| [removed: Heat pumps] [added: Furnaces] | | | | | | Transport heater products | | |

| [removed: Ice energy storage solutions] [added: Installation contracting] | | | | | | Water source heat pumps | | |

Approximately [removed: 29%] [added: 28%] of our net revenues in [removed: 2021] [added: 2022] were derived outside the U.S. and we sold products in approximately 100 countries.

We have no customer that accounted for more than 10% of our consolidated net revenues in [removed: 2021, 2020] [added: 2022, 2021] or [removed: 2019.][added: 2020.]

[removed: Raw Materials][added: Materials]

[removed: Principal commodities, such as steel, copper and aluminum,] [added: These principal commodities] are purchased from a large number of independent sources around the world, primarily within the region where the products are manufactured.

In [removed: 2021,] [added: 2022,] we spent [removed: $193.5] [added: $211.2] million on research and development, focused on product and system sustainability improvements such as increasing energy efficiency, developing products that allow for use of lower global warming potential refrigerants, reducing material content in products, and designing products for circularity.

Although in [added: the] aggregate we consider our intellectual property rights to be valuable to our operations, we do not believe that our business is materially dependent on a single intellectual property right or any group of them.

| In millions | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Americas | | | | | | $ | [removed: 3,856.7] [added: 5,325.2] | | | | | $ | [removed: 1,788.0] [added: 3,856.7] | |

| EMEA | | | | | | [removed: 727.2] [added: 616.1] | | | | | | [removed: 426.2] [added: 727.2] | | |

| Asia Pacific | | | | | | [removed: 852.8] [added: 941.8] | | | | | | [removed: 680.6] [added: 852.8] | | |

| Total | | | | | | $ | [removed: 5,436.7] [added: 6,883.1] | | | | | $ | [removed: 2,894.8] [added: 5,436.7] | |

As a result, we expect to ship a majority of the December 31, [removed: 2021] [added: 2022] backlog during [removed: 2022.][added: 2023.]

During the year ended December 31, [removed: 2021,] [added: 2022,] we experienced significant increases in end market demand for our sustainability-focused products and services resulting in a higher backlog of orders in the current year as compared to prior year.

In addition, we are seeing industry-wide supply chain and resource constraints impacting our ability to produce and ship [removed: product] [added: product,] which we are proactively managing.

We continue to be dedicated to environmental and sustainability programs to minimize the use of natural resources, [removed: and] reduce the utilization and generation of hazardous materials from our manufacturing processes and to remediate identified environmental concerns.

For a further discussion of our potential environmental liabilities, see Note [removed: 21] [added: 20 "Commitments and Contingencies"] to the Consolidated Financial Statements.

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. (Ingersoll Rand) 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 shareholders of record as of February 24, [removed: 2020.][added: 2020 (Spin-off Shareholders).]

Upon close of the Transaction, [removed: our existing shareholders] [added: the Spin-off Shareholders] received 50.1% of the shares of Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver [removed: stockholders] [added: shareholders] retained 49.9% of the shares of Ingersoll Rand on a fully diluted basis.

As a result, [removed: our shareholders] [added: the Spin-off Shareholders] received .8824 shares of Ingersoll Rand common stock with respect to each share owned as of February 24, 2020.

We operate under three reportable segments.

| Air conditioners | | | | | | Large commercial unitary | | |

| Air exchangers | | | | | | Light commercial unitary | | |

| Bus air purification systems | | | | | | Refrigerant reclamation | | |

| Bus and rail HVAC systems | | | | | | Renewable energy projects | | |

| Coils and condensers | | | | | | Rental services | | |

| Control systems | | | | | | Residential Hybrid Heating Solutions | | |

| Dehumidifiers | | | | | | Service agreements | | |

| Ductless | | | | | | Telematics Solutions | | |

| Energy infrastructure programs | | | | | | Thermal energy storage | | |

| Energy management services | | | | | | Thermostats/controls & associated digital solutions | | |

| Energy performance contracting | | | | | | Trailer refrigeration systems (diesel, electric and hybrid) | | |

| Geothermal systems | | | | | | Truck refrigeration systems (diesel, electric and hybrid) | | |

| HVAC Performance-monitoring applications | | | | | | Variable refrigerant flow | | |

We both manufacture and procure many of the components included in our products.

For components we manufacture, we are required to source a wide variety of commodities such as steel, copper, and aluminum.

For many components we procure, we have multiple capable sources with minimal concerns for sufficient supply, however there are certain categories of components that continue to see limited availability or shortages.

Beginning in 2022, our backlog figures include additional revenue streams due to increased lead times.

During the year ended December 31, 2022, the Company recorded a reduction to *Retained earnings* of $18.9 million primarily related to tax matters associated with Ingersoll Rand Industrial and the settlement of certain items related to the Transaction.

We are involved in a number of asbestos-related lawsuits, claims and legal proceedings.

In addition, at the request of Aldrich and Murray, the Bankruptcy Court has entered an order temporarily staying all asbestos-related claims against the Trane Companies that relate to claims against Aldrich or Murray (except for asbestos-related claims for which the exclusive remedy is provided under workers' compensation statutes or similar laws).

For detailed information on the bankruptcy cases of Aldrich and Murray, see:

- Part I, Item 1A, "Risk Factors - Risks Related to Litigation,"

- Part I, Item 3, "Legal Proceedings,"

- Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Events," and

- Part II, Item 8, Consolidated Financial Statements, Note 1, "Description of Company," and Note 20, "Commitments and Contingencies."

We use our Leadership Principles to guide our actions each day and enable our uplifting, engaging and inclusive culture.

As part of our commitment to people and culture, we strive to create a work environment where our people uplift each other, make a positive impact on the planet and thrive at work and at home.

While our work on culture is never done, these scores indicate that we’re continuing to raise the bar to increase pride, energy and optimism across the company and create the best employee experience.

- In 2022, the Inclusive Leader Learning Experience was promoted to people leaders detailing three stages of inclusive leadership: Becoming Aware, Becoming an Ally and Upstander, and Becoming a Change Agent.

- In 2022, the Global Diversity & Inclusion summit continued its focus on development of the inclusive leader behaviors; highlighting allyship.

Additionally, our corporate citizenship strategy, Sustainable Futures, which was launched in 2021, aims at creating educational and career opportunities specifically for people of color who are under-represented in our industry.

This strategy will support our efforts to create opportunity for all by providing marginalized students with a range of resources, from classroom curriculum introducing them to careers at a climate innovation company, to soft-skill development for landing a science, technology, engineering, and mathematics (STEM) job.

- Dependent Scholarships - To support learning in our employees' families, we offer scholarships to support their dependent children's pursuits beyond high school, whether for a traditional degree, or a trade certification.

In 2022, with the height of the COVID-19 pandemic behind us, we saw many employees re-engage in in-person volunteerism.

From Monterrey, Mexico to St. Paul, MN and Dubai UAE to Davidson, NC, our teams made meaningful contributions to their local communities.

This year, we formed Purple Teams, a new global employee network that provides vital support for driving our corporate citizenship efforts around the world, and volunteerism in particular.

More than 70 Purple Teams were stood up, spanning each business and region where we do business.

They are comprised of local champions who will cultivate the spirit of volunteerism, ensure alignment with our strategy, and also help ensure accurate data tracking.

After launching in summer 2022, one of their first coordinated engagements was a back-to-school volunteer literacy project in partnership with Reading Is Fundamental.

We have three regional operating segments which are also our reportable segments.

| Air handlers | | | | | | Installation contracting | | |

| Airside and terminal devices | | | | | | Large commercial unitary | | |

| Control systems | | | | | | Rail refrigeration systems | | |

| Cryogenic refrigeration systems | | | | | | Rate chambers | | |

| Diesel-powered refrigeration systems | | | | | | Refrigerant reclamation | | |

| Electric-powered trailer refrigeration systems | | | | | | Rental services | | |

| Energy management services | | | | | | Service agreements | | |

| Furnaces | | | | | | Thermostats/controls | | |

| Geothermal systems | | | | | | Trailer refrigeration systems | | |

| Hybrid and non-diesel transport refrigeration solutions | | | | | | Variable refrigerant flow | | |

| Hybrid-powered trailer refrigeration | | | | | | Vehicle-powered truck refrigeration systems | | |

We manufacture many of the components included in our products, which requires us to source a wide variety of commodities.

| | | | | | | | | | | | | | | |

On September 24, 2021, Aldrich and Murray filed the plan of reorganization (the Plan) with the Bankruptcy Court.

The Plan is supported by, and reflects the agreement in principle reached with the court-appointed legal representative of future asbestos claimants (the FCR).

In connection with the Plan, Aldrich and Murray filed a motion with the Bankruptcy Court to create a $270.0 million trust intended to constitute a "qualified settlement fund" within the meaning of the Treasury Regulations under Section 468B of the Internal Revenue Code (QSF).

The funds held in the QSF would be available to provide funding for the Section 524(g) Trust upon effectiveness of the Plan.

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF.

The QSF is expected to be funded in the first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes final and non-appealable.

At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to predict whether the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the Chapter 11 cases will last.

The Chapter 11 cases remain pending as of February 7, 2022.

Prior to the Petition Date, certain of our wholly-owned subsidiaries and former companies were named as defendants in asbestos-related lawsuits in state and federal courts.

In virtually all of the suits, a large number of other companies have also been named as defendants.

The vast majority of those claims allege injury caused by exposure to asbestos contained in certain historical products, primarily pumps, boilers and railroad brake shoes.

None of our existing or previously-owned businesses were a producer or manufacturer of asbestos.

See also the discussion under Part I, Item 3, "Legal Proceedings," and in Note 21 to the Consolidated Financial Statements.

We are a diverse team of inventive, collaborative people who share a passion for making a difference and we believe our core Leadership Principles will help guide all employees to live our purpose.

- In 2021, we launched The Elevate Series which encompasses the belonging and advancement of the racial and ethnically diverse leaders in our company.

This is an extension of the Black Leader Forum in 2019 which was an intensive day and a half session bringing together company leaders to learn, deepen a sense of community and build upon our strategic intent to advance Black leaders.

GTP accelerates careers and provides the skills needed to help us to seek to lower the energy intensity of the world.

Established in 1979, the ADP holds a rich history of developing early talent and spans six functions and four regions.

In 2021, due to the ongoing challenges connected to the COVID-19 global pandemic, our employees sought out creative alternatives to in-person volunteering, including coordinated virtual volunteering events, and digital mentoring.

One of the year’s highlights was our support of a dynamic multi-state exhibition called Creators Wanted, that introduced thousands of junior and senior high school students in multiple U.S. states to the rewarding career pathways available in manufacturing.

Our teams volunteered hundreds of hours, partnering with the National Association of Manufacturers, producing a unique and lasting experience.

Last year, we introduced a new Global Volunteer Time program to support salaried employees with a full eight-hour workday per calendar year to volunteer their time with eligible non-profit organizations.

This program was made available for hourly employees at select locations.

Through the Volunteer Time Off program and individual acts of volunteerism, our generous employees around the world contributed more than 10,000 hours of volunteerism in 2021.

Our support for those in need also included our own colleagues support for one another.

Due to the continued impacts of the COVID-19 pandemic, and an unforeseen weather event in our plant in Tyler, Texas, Trane Technologies employees and the Trane Technologies Foundation donated grants to employees facing extraordinary hardship through our Helping Hand Fund.

In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, [removed: including those related to the bankruptcy proceedings for Aldrich and Murray,] commercial and contract disputes, employment matters, product liability and product defect claims, asbestos-related claims, environmental liabilities, intellectual property disputes, and tax-related matters.

The most significant litigation facing the Company is the asbestos-related bankruptcy cases of Aldrich and Murray.

For detailed information on the bankruptcy cases of Aldrich and Murray, see Part I, Item 1, "Business - Asbestos-Related Matters," Part I, Item 1A, "Risk Factors - Risks Related to Litigation," Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Events," and Part II, Item 8, Consolidated Financial Statements, Note 1, "Description of Company," and Note 20, "Commitments and Contingencies."

*Asbestos-Related Matters*

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.

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 to resolve equitably and permanently all current and future asbestos-related claims in a manner beneficial to claimants, Aldrich and Murray through court approval of a plan of reorganization that would create a trust pursuant to section 524(g) of the Bankruptcy Code, establish claims resolution procedures for all current and future asbestos-related claims against Aldrich and Murray and channel such claims to the trust for resolution in accordance with those procedures.

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.

On August 26, 2021, we announced that Aldrich and Murray reached an agreement in principle with the FCR in the bankruptcy proceedings.

The agreement includes the key terms for the permanent resolution of all current and future asbestos claims against Aldrich and Murray pursuant to the Plan.

Under the agreed terms, the Plan would create a trust pursuant to section 524(g) of the Bankruptcy Code and establish claims resolution procedures for the Asbestos Claims.

On the effective date of the Plan, Aldrich and Murray would fund the trust with $545.0 million, comprised of $540.0 million in cash and a promissory note to be issued by Aldrich and Murray to the trust in the principal amount of $5.0 million, and the Asbestos Claims would be channeled to the trust for resolution in accordance with the claims resolution procedures.

Following the effective date of the Plan, Aldrich and Murray, would have no further obligations with respect to the Asbestos Claims.

The FCR has agreed to support such Plan.

The agreement in principle with the FCR is subject to final documentation and is conditioned on arrangements acceptable to Aldrich and Murray with respect to their asbestos insurance assets.

It is currently contemplated that the asbestos insurance assets of Aldrich and Murray would be contributed to the trust, and that, in consideration of their cash contribution to the trust, Aldrich and Murray would have the exclusive right to pursue, collect and retain all insurance reimbursements available in connection with the resolution of Asbestos Claims by the trust.

The ACC is not a party to the agreement in principle.

Any settlement and its implementation in a plan of reorganization is subject to the approval of the Bankruptcy Court, and there can be no assurance that the Bankruptcy Court will approve the agreement on the terms proposed.

On September 24, 2021, Aldrich and Murray filed the Plan with the Bankruptcy Court.

The Plan is supported by, and reflects the agreement in principle reached with the FCR.

In connection with the Plan, Aldrich and Murray filed a motion with the Bankruptcy Court to create a $270.0 million trust intended to constitute a QSF.

The funds held in the QSF would be available to provide funding for the Section 524(g) Trust upon effectiveness of the Plan.

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF.

The QSF is expected to be funded in the first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes final and non-appealable.

At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to predict whether the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the Chapter 11 cases will last.

The Chapter 11 cases remain pending as of February 7, 2022.

Prior to the Petition Date, certain of our wholly-owned subsidiaries and former companies were named as defendants in asbestos-related lawsuits in state and federal courts.

In virtually all of the suits, a large number of other companies have also been named as defendants.

The vast majority of those claims allege injury caused by exposure to asbestos contained in certain historical products, primarily pumps, boilers and railroad brake shoes.

None of our existing or previously-owned businesses were a producer or manufacturer of asbestos.

See also the discussion in Note 21 to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of ordinary shares held by nonaffiliates on June 30, [removed: 2021] [added: 2022] was approximately [removed: $43.7] [added: $30.0] billion based on the closing price of such stock on the New York Stock Exchange.

The number of ordinary shares outstanding of Trane Technologies plc as of February [removed: 1, 2022] [added: 3, 2023] was [removed: 233,538,091.][added: 229,074,725.]

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: 2, 2022] [added: 1, 2023] are incorporated by reference into Part II and Part III of this Form 10-K.

| Part I | | | Item 1. | | | [removed: [Business](#iacd1c22b80904c8baf884440f6853d6d_16)] [added: [Business](#i82ccecdb6eb74570930926a707415542_16)] | | | [removed: [4](#iacd1c22b80904c8baf884440f6853d6d_16)] [added: [4](#i82ccecdb6eb74570930926a707415542_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#iacd1c22b80904c8baf884440f6853d6d_19)] [added: Factors](#i82ccecdb6eb74570930926a707415542_19)] | | | [removed: [13](#iacd1c22b80904c8baf884440f6853d6d_19)] [added: [13](#i82ccecdb6eb74570930926a707415542_19)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#iacd1c22b80904c8baf884440f6853d6d_22)] [added: Comments](#i82ccecdb6eb74570930926a707415542_22)] | | | [removed: [24](#iacd1c22b80904c8baf884440f6853d6d_22)] [added: [23](#i82ccecdb6eb74570930926a707415542_22)] | | |

| | | | Item 2. | | | [removed: [Properties](#iacd1c22b80904c8baf884440f6853d6d_25)] [added: [Properties](#i82ccecdb6eb74570930926a707415542_25)] | | | [removed: [24](#iacd1c22b80904c8baf884440f6853d6d_25)] [added: [24](#i82ccecdb6eb74570930926a707415542_25)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#iacd1c22b80904c8baf884440f6853d6d_28)] [added: Proceedings](#i82ccecdb6eb74570930926a707415542_28)] | | | [removed: [25](#iacd1c22b80904c8baf884440f6853d6d_28)] [added: [24](#i82ccecdb6eb74570930926a707415542_28)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#iacd1c22b80904c8baf884440f6853d6d_31)] [added: Disclosures](#i82ccecdb6eb74570930926a707415542_31)] | | | [removed: [25](#iacd1c22b80904c8baf884440f6853d6d_31)] [added: [24](#i82ccecdb6eb74570930926a707415542_31)] | | |

| Part II | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iacd1c22b80904c8baf884440f6853d6d_37)] [added: Securities](#i82ccecdb6eb74570930926a707415542_37)] | | | [removed: [26](#iacd1c22b80904c8baf884440f6853d6d_37)] [added: [25](#i82ccecdb6eb74570930926a707415542_37)] | | |

| | | | Item 6. | | | [removed: [\[Reserved\]](#iacd1c22b80904c8baf884440f6853d6d_40)] [added: [\[Reserved\]](#i82ccecdb6eb74570930926a707415542_40)] | | | [removed: [27](#iacd1c22b80904c8baf884440f6853d6d_40)] [added: [26](#i82ccecdb6eb74570930926a707415542_40)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iacd1c22b80904c8baf884440f6853d6d_43)] [added: Operations](#i82ccecdb6eb74570930926a707415542_43)] | | | [removed: [28](#iacd1c22b80904c8baf884440f6853d6d_43)] [added: [27](#i82ccecdb6eb74570930926a707415542_43)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosure About Market [removed: Risk](#iacd1c22b80904c8baf884440f6853d6d_55)] [added: Risk](#i82ccecdb6eb74570930926a707415542_61)] | | | [removed: [45](#iacd1c22b80904c8baf884440f6853d6d_55)] [added: [42](#i82ccecdb6eb74570930926a707415542_61)] | | |

| | | | Item 8. | | | [Financial [removed: Statements](#iacd1c22b80904c8baf884440f6853d6d_58)] [added: Statements](#i82ccecdb6eb74570930926a707415542_64)] | | | [removed: [46](#iacd1c22b80904c8baf884440f6853d6d_58)] [added: [43](#i82ccecdb6eb74570930926a707415542_64)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iacd1c22b80904c8baf884440f6853d6d_61)] [added: Disclosure](#i82ccecdb6eb74570930926a707415542_67)] | | | [removed: [46](#iacd1c22b80904c8baf884440f6853d6d_61)] [added: [43](#i82ccecdb6eb74570930926a707415542_67)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#iacd1c22b80904c8baf884440f6853d6d_64)] [added: Procedures](#i82ccecdb6eb74570930926a707415542_70)] | | | [removed: [46](#iacd1c22b80904c8baf884440f6853d6d_64)] [added: [43](#i82ccecdb6eb74570930926a707415542_70)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#iacd1c22b80904c8baf884440f6853d6d_67)] [added: Information](#i82ccecdb6eb74570930926a707415542_73)] | | | [removed: [46](#iacd1c22b80904c8baf884440f6853d6d_67)] [added: [43](#i82ccecdb6eb74570930926a707415542_73)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iacd1c22b80904c8baf884440f6853d6d_1701)] [added: Inspections](#i82ccecdb6eb74570930926a707415542_76)] | | | [removed: [46](#iacd1c22b80904c8baf884440f6853d6d_1701)] [added: [43](#i82ccecdb6eb74570930926a707415542_76)] | | |

| Part III | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iacd1c22b80904c8baf884440f6853d6d_73)] [added: Governance](#i82ccecdb6eb74570930926a707415542_82)] | | | [removed: [47](#iacd1c22b80904c8baf884440f6853d6d_73)] [added: [44](#i82ccecdb6eb74570930926a707415542_82)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#iacd1c22b80904c8baf884440f6853d6d_76)] [added: Compensation](#i82ccecdb6eb74570930926a707415542_85)] | | | [removed: [47](#iacd1c22b80904c8baf884440f6853d6d_76)] [added: [44](#i82ccecdb6eb74570930926a707415542_85)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iacd1c22b80904c8baf884440f6853d6d_79)] [added: Matters](#i82ccecdb6eb74570930926a707415542_88)] | | | [removed: [47](#iacd1c22b80904c8baf884440f6853d6d_79)] [added: [44](#i82ccecdb6eb74570930926a707415542_88)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iacd1c22b80904c8baf884440f6853d6d_82)] [added: Independence](#i82ccecdb6eb74570930926a707415542_91)] | | | [removed: [47](#iacd1c22b80904c8baf884440f6853d6d_82)] [added: [44](#i82ccecdb6eb74570930926a707415542_91)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#iacd1c22b80904c8baf884440f6853d6d_85)] [added: Services](#i82ccecdb6eb74570930926a707415542_94)] | | | [removed: [47](#iacd1c22b80904c8baf884440f6853d6d_85)] [added: [44](#i82ccecdb6eb74570930926a707415542_94)] | | |

| Part IV | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#iacd1c22b80904c8baf884440f6853d6d_91)] [added: Schedules](#i82ccecdb6eb74570930926a707415542_100)] | | | [removed: [48](#iacd1c22b80904c8baf884440f6853d6d_91)] [added: [45](#i82ccecdb6eb74570930926a707415542_100)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#iacd1c22b80904c8baf884440f6853d6d_97)] [added: Summary](#i82ccecdb6eb74570930926a707415542_106)] | | | [removed: [59](#iacd1c22b80904c8baf884440f6853d6d_97)] [added: [55](#i82ccecdb6eb74570930926a707415542_106)] | | |

These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “intend,” “strategy,” “plan,” “may,” [added: "might",] “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements.

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 performance including our future performance statements related to the continued impact of the [removed: COVID-19] [added: Coronavirus Disease 2019 (COVID-19)] global pandemic; any statements regarding our sustainability [removed: commitments,] [added: commitments; any statements regarding] pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.

- overall economic, political and business conditions in the markets in which we [removed: operate;][added: operate including recessions, economic downturns, price instability, slow economic growth and social and political instability;]

- risks and uncertainties associated with the [removed: Chapter 11 proceedings] [added: asbestos-related bankruptcy] for our deconsolidated subsidiaries Aldrich Pump LLC [removed: (Aldrich)] and Murray Boiler [removed: LLC (Murray);][added: LLC;]

- impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets; [added: and]

- changes in tax laws and requirements (including tax rate changes, new tax laws, new and/or revised tax law interpretations and any legislation that may limit or eliminate potential tax benefits resulting from our incorporation in a non-U.S. jurisdiction, such as [removed: Ireland); and][added: Ireland).]

- work stoppages, union negotiations, labor disputes and similar [removed: issues][added: issues;]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

For the Fiscal Year Ended December 31, 2022

| | | | [Signatures](#i82ccecdb6eb74570930926a707415542_109) | | | | | | [56](#i82ccecdb6eb74570930926a707415542_109) | | |

- national and international conflict, including war, civil disturbances and terrorist acts, such as the Russia-Ukraine conflict;

- attracting and retaining talent;

- national, regional and international regulations and policies associated with climate change and the environment;

| | | | [Signatures](#iacd1c22b80904c8baf884440f6853d6d_100) | | | | | | [60](#iacd1c22b80904c8baf884440f6853d6d_100) | | |

As of December 31, [removed: 2021,] [added: 2022,] we owned or leased approximately [removed: 27] [added: 28] million square feet of space worldwide.

Manufacturing and assembly operations are conducted in [removed: 35] [added: 38] plants across the world.

The locations by segment of our principal plant facilities at December 31, [removed: 2021] [added: 2022] were as follows:

| [removed: Fairlawn, New Jersey] [added: Fort Smith, Arkansas] | | | | | | King Abdullah Economic City, Saudi Arabia | | | | | | | | |

| Fremont, Ohio | | | | | | [added: Kolin, Czech Republic] | | | | | | | | |

| Grand Rapids, Michigan | | | | | | [added: Wittenberg, Germany] | | | | | | | | |

| Fairlawn, New Jersey | | | | | | Jettingen-Scheppach, Germany | | | | | | | | |

| Fort Smith, Arkansas | | | | | | Kolin, Czech Republic | | | | | | | | |

As of February [removed: 1, 2022,] [added: 3, 2023,] the approximate number of record holders of ordinary shares was [removed: 2,533.][added: 2,428.]

The following table provides information with respect to purchases by us of our ordinary shares during the quarter ended December 31, [removed: 2021:][added: 2022:]

In February 2021, our Board of Directors authorized the repurchase of up to $2.0 billion of our ordinary shares under a new share repurchase program (2021 [removed: Authorization) upon completion of the prior share repurchase program.][added: Authorization).]

During the fourth quarter of [removed: 2021,] [added: 2022,] we repurchased and canceled [removed: $500.0] [added: $300.0] million of our ordinary shares leaving approximately [removed: $1.4 billion] [added: $200 million] remaining under the 2021 Authorization as of December 31, [removed: 2021.][added: 2022.]

We reacquired [removed: 681] [added: 154] shares in October and [removed: 1,686] [added: 632] 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: 2021.][added: 2022.]

The graph assumes an investment of $100 in our ordinary shares (adjusted for the Transaction), the Standard & Poor’s 500 Stock Index and the Standard & Poor’s 500 Industrial Index on December 31, [removed: 2016] [added: 2017] and assumes the reinvestment of dividends.

[removed: ][added: ]

| Company/Index | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |]

| S&P 500 Industrials Index | | | 100 | | | [removed: 121] [added: 87] | | | [removed: 105] [added: 112] | | | [removed: 136] [added: 124] | | | 151 | | | [removed: 182] [added: 142] | | |

| October 1 - October 31 | | | | | | 0.2 | | | | | | $ | 153.71 | | | | | — | | | | | | $ | 499,776 | |

| November 1 - November 30 | | | | | | 1,536.9 | | | | | | 173.50 | | | | | | 1,536.9 | | | | | | 233,111 | | |

| December 1 - December 31 | | | | | | 191.1 | | | | | | 175.00 | | | | | | 190.5 | | | | | | 199,776 | | |

| Total | | | | | | 1,728.2 | | | | | | | | | | | | 1,727.4 | | | | | | | | |

In February 2022, our Board of Directors authorized the repurchase of up to $3.0 billion of our ordinary shares under a new share repurchase program (2022 Authorization) upon completion of the 2021 Authorization.

| Trane Technologies | | | 100 | | | 104 | | | 155 | | | 222 | | | 313 | | | 265 | | |

| S&P 500 | | | 100 | | | 96 | | | 126 | | | 149 | | | 191 | | | 157 | | |

| October 1 - October 31 | | | | | | 0.7 | | | | | | $ | 174.74 | | | | | — | | | | | | $ | 1,899,788 | |

| November 1 - November 30 | | | | | | 1,195.8 | | | | | | 191.14 | | | | | | 1,195.8 | | | | | | 1,671,215 | | |

| December 1 - December 31 | | | | | | 1,384.3 | | | | | | 196.32 | | | | | | 1,382.6 | | | | | | 1,399,785 | | |

| Total | | | | | | 2,580.8 | | | | | | $ | 193.91 | | | | | 2,578.4 | | | | | | | | |

| Trane Technologies | | | 100 | | | 121 | | | 127 | | | 188 | | | 269 | | | 380 | | |

| S&P 500 | | | 100 | | | 122 | | | 116 | | | 153 | | | 181 | | | 233 | | |

(a)The following Consolidated Financial Statements and the report thereon of PricewaterhouseCoopers LLP dated February [removed: 7, 2022,] [added: 10, 2023,] are presented in this Annual Report on Form 10-K beginning on page F-1.

Consolidated Statements of Earnings for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2021,] [added: 2022,] 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.

Management has assessed the effectiveness of internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Management concluded that based on its assessment, the Company's internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Election of Directors”, “Delinquent Section 16(a) Reports” and “Corporate Governance” in our definitive proxy statement for the [removed: 2022] [added: 2023] annual general meeting of shareholders [removed: (2022] [added: (2023] Proxy Statement).

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,” [removed: “Compensation] [added: “Human Resources and Compensation] Committee Report” and [removed: “Compensation] [added: “Human Resources and Compensation] Committee Interlocks and Insider Participation” in our [removed: 2022] [added: 2023] Proxy Statement.

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: 2022] [added: 2023] Proxy Statement.

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: 2022] [added: 2023] Proxy Statement.

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: 2022] [added: 2023] Proxy Statement.

| [removed: 2.1] [added: 2.2] | | | | | | [Separation and Distribution [removed: Agreement] [added: Agreement, dated as of April 30, 2019, by and] between Ingersoll-Rand plc and [removed: Allegion plc, dated November 29, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000066/ex21sda112913.htm)] [added: Ingersoll-Rand U.S. HoldCo, Inc.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0202.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 3.1] [added: 2.2] to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on [removed: December 2, 2013.] [added: May 6, 2019).] | | |

| [removed: 2.2] [added: 2.1] | | | | | | [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) | | | | | | 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. | | |

| [removed: 2.3] [added: 10.29*] | | | | | | [removed: [Separation and Distribution Agreement,] [added: [David S. Regnery Letter,] dated as of [removed: 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: December 9, 2019.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219002457/eh1901308_ex1001.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 2.2] [added: 10.1] to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on [removed: May 6, 2019).] [added: December 11, 2019.] | | |

| 4.13 | | | | | | [Twelfth Supplemental Indenture, dated as of April 30, 2021, by and among Trane Technologies HoldCo Inc., Trane Technologies Company LLC, Trane Technologies Global Holding Company Limited, Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company and Trane Technologies Financing Limited and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit413twelfthsupplemen.htm) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 4.13 to the Company’s 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022.] | | |

| 4.24 | | | | | | [Tenth Supplemental Indenture dated as of April 30, 2021, by and among Trane Technologies Financing Limited, Trane Technologies Global Holding Company Limited, Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., and Trane Technologies Company LLC and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit424tenthsupplementa.htm) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 4.24 to the Company’s 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022.] | | |

| 4.36 | | | | | | [Eleventh Supplemental Indenture dated as of April 30, 2021, by and among Trane Technologies Financing Limited, Trane Technologies Global Holding Company Limited, Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc. and Trane Technologies Company LLC and Wells Fargo Bank, National Association.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit436eleventhsuppleme.htm) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 4.36 to the Company’s 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022.] | | |

| [removed: 4.38] [added: 4.37] | | | | | | [Description of Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit438descriptionofreg.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/exhibit437descriptionofreg.htm)] | | | | | | Filed herewith. | | |

| [removed: 10.5] [added: 10.6] | | | | | | [Credit Agreement dated [removed: June 4, 2020] [added: April 25, 2022] among Trane Technologies Holdco Inc., Trane Technologies Global Holding Company Limited and Trane Technologies [removed: Luxembourg Finance S.A.,] [added: Financing Limited,] Trane Technologies plc, Trane Technologies Lux International Holding Company S.à [removed: r.l. (“TT Lux Holding Company”),] [added: r.l.,] Trane Technologies Irish Holdings Unlimited [removed: Company (“Irish Holdings”),] [added: Company,] Trane Technologies Company [removed: LLC (“TTC” and, together with TT Parent, Irish Holdings and TT Lux Holding Company, the “Guarantors”),] [added: LLC,] JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, [added: J.P. Morgan Securities LLC and BNP Paribas, as Sustainability Structuring Agents, Bank of America, N.A., BNP Paribas,] Deutsche Bank Securities Inc., Goldman Sachs Bank [removed: USA and] [added: USA,] MUFG Bank, [removed: Ltd.,] [added: Ltd. and U.S. Bank, N.A.,] as Documentation Agents, and JPMorgan Chase Bank, N.A., Citibank, N.A., BofA Securities, Inc., BNP Securities Corp. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1466258/000146625820000171/finalcreditagreement.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1466258/000120677422001278/tt4053851-ex101.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 10, 2020.] [added: April 28, 2022.] | | |

| [removed: 10.6] [added: 10.30*] | | | | | | [removed: [First Amendment to 2020 Credit Agreement] [added: [David S. Regnery Letter,] dated [removed: September 24, 2021](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000180/trane_creditagreementex.htm).] [added: as of June 3, 2021.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000099/exhibit101.htm)] | | | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K [removed: (File] [added: (Filed] No. 001-34400) filed with the SEC on [removed: September 30,] [added: June 4,] 2021. | | |

| 10.7 | | | | | | [Deed Poll Indemnity of [removed: Ingersoll-Rand plc, an Irish public limited company, as to the directors, secretary and officers and senior executives of Ingersoll-Rand] [added: Trane Technologies] plc [removed: and the directors and officers of Ingersoll-Rand plc’s subsidiaries.](http://www.sec.gov/Archives/edgar/data/1466258/000119312509142260/dex105.htm)] [added: dated August 2, 2022](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000172/ex101-deedpollindemnityoft.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to the Company’s [added: Q2 2022] Form [removed: 8-K] [added: 10-Q] (File No. 001-34400) filed with the SEC on [removed: July 1, 2009.] [added: August 3, 2022.] | | |

| [removed: 10.9] [added: 10.31*] | | | | | | [removed: [Tax Matters Agreement between Ingersoll-Rand plc and Allegion plc,] [added: [Christopher J. Kuehn Letter,] dated [removed: November 30, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000066/ex102taxmattersagreement11.htm)] [added: as of December 10, 2019.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219002425/eh1901307_ex1001.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the [removed: Company's] [added: Company’s] Form 8-K (File No. 001-34400) filed with the SEC on December [removed: 2, 2013.] [added: 10, 2019.] | | |

| [removed: 10.10*] [added: 10.9*] | | | | | | [Trane Technologies Incentive Stock Plan of 2013 (amended and restated as of March 2, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit109-2013isp.htm) | | | | | | Incorporated by reference to Exhibit 10.9 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.11*] [added: 10.10*] | | | | | | [Trane Technologies Incentive Stock Plan of 2018 (amended and restated as of March 2, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1010-2018isp.htm) | | | | | | Incorporated by reference to Exhibit 10.10 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.12*] [added: 10.11*] | | | | | | [Trane Technologies Executive Deferred Compensation Plan (as amended and restated effective May 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1011-executivedefer.htm) | | | | | | Incorporated by reference to Exhibit 10.11 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.13*] [added: 10.24*] | | | | | | [Trane [removed: Technologies Executive] [added: Inc.] Deferred Compensation Plan [removed: II] (as [removed: amended] [added: Amended] and [removed: restated effective] [added: Restated as of] May 4, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit1013executivedeferr.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/ex1024traneincdeferredcomp.htm)] | | | | | | Filed [removed: herewith.] [added: herewith] | | |

| [removed: 10.14*] [added: 10.13*] | | | | | | [Trane Technologies Director Deferred Compensation and Stock Award Plan (as amended and restated effective March 2, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1013-directordeferr.htm) | | | | | | Incorporated by reference to Exhibit 10.13 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.15*] [added: 10.14*] | | | | | | [Trane Technologies Director Deferred Compensation and Stock Award Plan II (as amended and restated effective March 2, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1014-directordeferr.htm) | | | | | | Incorporated by reference to Exhibit 10.14 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.16*] [added: 10.15*] | | | | | | [Trane Technologies Supplemental Employee Savings Plan (amended and restated effective May 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1015-supplementalem.htm) | | | | | | Incorporated by reference to Exhibit 10.15 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.17*] [added: 10.16*] | | | | | | [Trane Technologies Supplemental Employee Savings Plan II (effective January 1, 2005 and amended and restated [removed: through May] [added: through](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1016-supplementalem.htm) [May] 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1016-supplementalem.htm) | | | | | | Incorporated by reference to Exhibit 10.16 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.18*] [added: 10.17*] | | | | | | [Trane Inc. Deferred Compensation Plan (as amended and restated as of May 4, 2020, except where otherwise stated).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1017-traneincdeferr.htm) | | | | | | Incorporated by reference to Exhibit 10.17 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.19*] [added: 10.18*] | | | | | | [Trane Technologies Supplemental Pension Plan (Amended and Restated Effective May 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1018-supplementalpe.htm) | | | | | | Incorporated by reference to Exhibit 10.18 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.20*] [added: 10.19*] | | | | | | [Trane Technologies Supplemental Pension Plan II (Amended and Restated Effective May 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1019-supplementalpe.htm) | | | | | | Incorporated by reference to Exhibit 10.19 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.21*] [added: 10.20*] | | | | | | [Trane Technologies Elected Officers Supplemental Plan (Effective January 1, 2005 and Amended and Restated effective May 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1020-electedofficer.htm) | | | | | | Incorporated by reference to Exhibit 10.20 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |

| [removed: 10.22*] [added: 10.21*] | | | | | | [Trane Technologies Key Management Supplemental Program (Effective January 1, 2005 and Amended and Restated effective May 4, 2020).](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit1022keymanagementsu.htm) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 10.22 to the Company’s 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022.] | | |

| [removed: 10.23*] [added: 10.22*] | | | | | | [Description of Annual Incentive Matrix Program.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit1023descriptionofan.htm) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 10.23 to the Company’s 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022.] | | |

| [removed: 10.24*] [added: 10.25*] | | | | | | [Form of Tier 1 Change in Control Agreement [removed: (Officers before] [added: (New Officers on or after] May 19, [removed: 2009).](http://www.sec.gov/Archives/edgar/data/1160497/000114420406051111/v059527_ex99-1.htm)] [added: 2009).](http://www.sec.gov/Archives/edgar/data/1466258/000119312509166979/dex1032.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 99.1] [added: 10.32] to the [removed: Company's] [added: Company’s] Form [removed: 8-K] [added: 10-Q for the period ended June 30, 2009] (File No. [removed: 001-16831)] [added: 001-34400)] filed with the SEC on [removed: December 4, 2006.] [added: August 6, 2009.] | | |

| [removed: 10.25*] [added: 10.26*] | | | | | | [Form of Tier 2 Change in Control Agreement [removed: (Officers before] [added: (New Officers on or after] May 19, [removed: 2009).](http://www.sec.gov/Archives/edgar/data/1160497/000114420406051111/v059527_ex99-2.htm)] [added: 2009).](http://www.sec.gov/Archives/edgar/data/1466258/000119312509166979/dex1033.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 99.2] [added: 10.33] to the Company’s Form [removed: 8-K] [added: 10-Q for the period ended June 30, 2009] (File No. [removed: 001-16831)] [added: 001-34400)] filed with the SEC on [removed: December 4, 2006.] [added: August 6, 2009.] | | |

| 10.27* | | | | | | [removed: [Form of Tier 2 Change in Control Agreement (New Officers on or after] [added: [Amended and Restated Major Restructuring Severance Plan (as amended and restated effective] May [removed: 19, 2009).](http://www.sec.gov/Archives/edgar/data/1466258/000119312509166979/dex1033.htm)] [added: 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1027-majorrestructu.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.33] [added: 10.27] to the Company’s [added: 2020] Form [removed: 10-Q for the period ended June 30, 2009] [added: 10-K] (File No. 001-34400) filed with the SEC on [removed: August 6, 2009.] [added: February 9, 2021.] | | |

| [removed: 10.28*] [added: 10.12*] | | | | | | [removed: [Amended and Restated Major Restructuring Severance] [added: [Trane Technologies Executive Deferred Compensation] Plan [added: II] (as amended and restated effective May 4, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1027-majorrestructu.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit1013executivedeferr.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.27] [added: 10.13] to the Company’s [removed: 2020] [added: 2021] Form 10-K (File No. 001-34400) filed with the SEC on February [removed: 9, 2021.] [added: 7, 2022.] | | |

| [removed: 10.29*] [added: 10.28*] | | | | | | [removed: [Michael W. Lamach] [added: [David S. Regnery] Letter, dated [removed: December 24, 2003.](http://www.sec.gov/Archives/edgar/data/1160497/000116049704000054/exhibit10_35.htm)] [added: as of September 1, 2017.](http://www.sec.gov/Archives/edgar/data/1466258/000146625819000073/ex1044daveregneryletter.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.35] [added: 10.44] to the Company’s Form 10-K for the [removed: fiscal] year ended [removed: 2003] [added: December 31, 2018] (File No. [removed: 001-16831)] [added: 001-34400)] filed with the SEC on February [removed: 27, 2004.] [added: 12, 2019.] | | |

| [removed: 10.30*] [added: 10.33*] | | | | | | [removed: [Michael W. Lamach Letter,] [added: [Mark Majocha Offer Letter] dated [removed: June 4, 2008.](http://www.sec.gov/Archives/edgar/data/1160497/000114420408034406/v116880_ex10-2.htm)] [added: October 12, 2022](https://www.sec.gov/Archives/edgar/data/1466258/000120677422002528/tt4118901-ex101.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Form 8-K (File No. [removed: 001-16831)] [added: 001-34400)] filed with the SEC on [removed: June 10, 2008.] [added: October 14, 2022.] | | |

| 10.32* | | | | | | [removed: [Michael W. Lamach] [added: [Paul A. Camuti] Letter, dated [removed: February 3, 2010.](http://www.sec.gov/Archives/edgar/data/1466258/000119312510023283/dex101.htm)] [added: December 5, 2019.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit1042camuti-letterex.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.1] [added: 10.42] to the Company’s [added: 2021] Form [removed: 8-K] [added: 10-K] (File No. 001-34400) filed with the SEC on February [removed: 5, 2010.] [added: 7, 2022.] | | |

| [removed: 10.37*] [added: 10.8] | | | | | | [removed: [Marcia J. Avedon Letter,] [added: [Deed Poll Indemnity of Trane Technologies Lux International Holding company S.à r.l.] dated [removed: January 5, 2022.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000002/exhibit101employmentletter.htm)] [added: August 2, 2022](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000172/ex102-deedpollindemnityoft.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the [removed: Company's] [added: Company’s Q2 2022] Form [removed: 8-K] [added: 10-Q] (File No. 001-34400) filed with the SEC on [removed: January 6,] [added: August 3,] 2022. | | |

| 21 | | | | | | [List of Subsidiaries of Trane Technologies [removed: plc.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/ex21subsidiarylisting2021.htm)] [added: plc.](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/ex21subsidiarylisting2022.htm)] | | | | | | Filed herewith. | | |

| 22.1 | | | | | | [List of Guarantors and Subsidiary Issuers of Guaranteed [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/ex221-listofguarantorsands.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/ex221-listofguarantorsands.htm)] | | | | | | Filed herewith. | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/ex231consentofindependentr.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/ex231consentofindependentr.htm)] | | | | | | Filed herewith. | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/ex311-ttx12312021.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/ex311-ttx12312022.htm)] | | | | | | Filed herewith. | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/ex312-ttx12312021.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/ex312-ttx12312022.htm)] | | | | | | Filed herewith. | | |

| 32 | | | | | | [Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/ex32-ttx12312021.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/ex32-ttx12312022.htm)] | | | | | | Furnished herewith. | | |

| 101 | | | | | | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | | | | | | Furnished herewith. | | |

| 10.5 | | | | | | [First Amendment dated as of June 30, 2022, to the Credit Agreement dated as of June 18, 2021, among Trane Technologies Holdco Inc, Trane Technologies Global Holding Company Limited, Trane Technologies Financing Limited and JPMorgan Chase Bank N.A. as Administrative Agent.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000172/ex103-trane_firstamendment.htm) | | | | | | Incorporated by reference to Exhibit 10.3 to the Company’s Q2 2022 Form 10-Q (File No. 001-34400) filed with the SEC on August 3, 2022. | | |

| 10.23* | | | | | | [Amendment One to the Trane Technologies Key Management Supplemental Program (effective October 11, 2022).](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/ex1023-amendmentonetothetr.htm) | | | | | | Filed herewith. | | |

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| Exhibit No. | | | | | | Description | | | | | | Method of Filing | | |

| 4.37 | | | | | | [Form of Ordinary Share Certificate of Ingersoll-Rand plc.](http://www.sec.gov/Archives/edgar/data/1160497/000119312509174511/dex46.htm) | | | | | | 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. | | |

| 10.8 | | | | | | [Tax Sharing Agreement, dated as of July 16, 2007, by and among American Standard Companies Inc. and certain of its subsidiaries and WABCO Holdings Inc. and certain of its subsidiaries.](http://www.sec.gov/Archives/edgar/data/836102/000119312507158900/dex101.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to Trane Inc.’s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007. | | |

| 10.26* | | | | | | [Form of Tier 1 Change in Control Agreement (New Officers on or after May 19, 2009).](http://www.sec.gov/Archives/edgar/data/1466258/000119312509166979/dex1032.htm) | | | | | | Incorporated by reference to Exhibit 10.32 to the Company’s Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009. | | |

| 10.31* | | | | | | [Michael W. Lamach Letter, dated February 4, 2009.](http://www.sec.gov/Archives/edgar/data/1160497/000119312509042566/dex1043.htm) | | | | | | Incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K for the fiscal year ended 2008 (File No. 001-16831) filed with the SEC on March 2, 2009. | | |

| 10.33* | | | | | | [Michael W. Lamach Letter, dated December 23, 2012.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000006/a1048michaelwlamachletterd.htm) | | | | | | Incorporated by reference to Exhibit 10.48 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. | | |

| 10.34 | | | | | | [Michael W. Lamach Letter, dated June 3, 2021.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000099/exhibit102.htm) | | | | | | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on June 4, 2021. | | |

| 10.35* | | | | | | [Marcia J. Avedon Letter, dated January 8, 2007.](http://www.sec.gov/Archives/edgar/data/1160497/000114420407010750/v066721_ex10-45.htm) | | | | | | Incorporated by reference to Exhibit 10.45 to the Company's Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-16831) filed with the SEC on March 1, 2007. | | |

| 10.36* | | | | | | [Marcia J. Avedon Letter, dated December 20, 2012.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000006/a1053marciajavedonletterda.htm) | | | | | | Incorporated by reference to Exhibit 10.53 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. | | |

| 10.38* | | | | | | [David S. Regnery Letter, dated as of September 1, 2017.](http://www.sec.gov/Archives/edgar/data/1466258/000146625819000073/ex1044daveregneryletter.htm) | | | | | | Incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K for the year ended December 31, 2018 (File No. 001-34400) filed with the SEC on February 12, 2019. | | |

| 10.39* | | | | | | [David S. Regnery Letter, dated as of December 9, 2019.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219002457/eh1901308_ex1001.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 11, 2019. | | |

| 10.40* | | | | | | [David S. Regnery Letter, dated as of June 3, 2021.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000099/exhibit101.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (Filed No. 001-34400) filed with the SEC on June 4, 2021. | | |

| 10.41* | | | | | | [Christopher J. Kuehn Letter, dated as of December 10, 2019.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219002425/eh1901307_ex1001.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 10, 2019. | | |

| 10.42* | | | | | | [Paul A. Camuti Letter, dated December 5, 2019.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit1042camuti-letterex.htm) | | | | | | Filed herewith. | | |

| 10.43* | | | | | | [Employee Matters Agreement between Ingersoll-Rand plc and Allegion plc, dated November 30, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000066/ex101employeemattersagreem.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013. | | |

| Date: | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ David S. Regnery | | | | | | Chair of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ Christopher J. Kuehn | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ [removed: Heather R. Howlett] [added: Mark A. Majocha] | | | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ Kirk E. Arnold | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ Ann C. Berzin | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ April Miller Boise | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ John Bruton | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ Jared L. Cohon | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ Gary D. Forsee | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ Linda P. Hudson | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ Myles P. Lee | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ John P. Surma | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| /s/ Tony L. White | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 10, 2023] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#iacd1c22b80904c8baf884440f6853d6d_106)] [added: Firm](#i82ccecdb6eb74570930926a707415542_115)] (PCAOB ID 238) | | | [removed: F-[2](#iacd1c22b80904c8baf884440f6853d6d_106)] [added: F-[2](#i82ccecdb6eb74570930926a707415542_115)] | | |

| [Consolidated Statements of [removed: Earnings](#iacd1c22b80904c8baf884440f6853d6d_109)] [added: Earnings](#i82ccecdb6eb74570930926a707415542_118)] | | | [removed: F-[4](#iacd1c22b80904c8baf884440f6853d6d_109)] [added: F-[4](#i82ccecdb6eb74570930926a707415542_118)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#iacd1c22b80904c8baf884440f6853d6d_1560)] [added: Income](#i82ccecdb6eb74570930926a707415542_121)] | | | [removed: F-[5](#iacd1c22b80904c8baf884440f6853d6d_1560)] [added: F-[5](#i82ccecdb6eb74570930926a707415542_121)] | | |

| [Consolidated Balance [removed: Sheets](#iacd1c22b80904c8baf884440f6853d6d_112)] [added: Sheets](#i82ccecdb6eb74570930926a707415542_124)] | | | [removed: F-[6](#iacd1c22b80904c8baf884440f6853d6d_112)] [added: F-[6](#i82ccecdb6eb74570930926a707415542_124)] | | |

| [Consolidated Statements of [removed: Equity](#iacd1c22b80904c8baf884440f6853d6d_115)] [added: Equity](#i82ccecdb6eb74570930926a707415542_127)] | | | [removed: F-[7](#iacd1c22b80904c8baf884440f6853d6d_115)] [added: F-[7](#i82ccecdb6eb74570930926a707415542_127)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iacd1c22b80904c8baf884440f6853d6d_118)] [added: Flows](#i82ccecdb6eb74570930926a707415542_130)] | | | [removed: F-[8](#iacd1c22b80904c8baf884440f6853d6d_118)] [added: F-[8](#i82ccecdb6eb74570930926a707415542_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iacd1c22b80904c8baf884440f6853d6d_121)] [added: Statements](#i82ccecdb6eb74570930926a707415542_133)] | | | [removed: F-[9](#iacd1c22b80904c8baf884440f6853d6d_121)] [added: F-[9](#i82ccecdb6eb74570930926a707415542_133)] | | |

We have audited the accompanying consolidated balance sheets of Trane Technologies plc and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021] and the related consolidated statements of earnings, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: As described in Note 18 to the consolidated financial statements,] [added: On October 15, 2021,] the Company acquired 100% of Farrar Scientific [removed: Corporation’s] [added: Corporation's] (Farrar Scientific) assets.

| For the years ended December 31, | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Products | | | | | | $ | [removed: 9,498.8] [added: 10,930.8] | | | | | $ | [removed: 8,372.5] [added: 9,498.8] | | | | | $ | [removed: 8,968.1] [added: 8,372.5] | |

| Services | | | | | | [removed: 4,637.6] [added: 5,060.9] | | | | | | [removed: 4,082.2] [added: 4,637.6] | | | | | | [removed: 4,107.8] [added: 4,082.2] | | |

| | | | | | | [removed: 14,136.4] [added: 15,991.7] | | | | | | [removed: 12,454.7] [added: 14,136.4] | | | | | | [removed: 13,075.9] [added: 12,454.7] | | |

| Cost of products sold | | | | | | [removed: (6,843.1)] [added: (7,935.2)] | | | | | | [removed: (6,146.3)] [added: (6,843.1)] | | | | | | [removed: (6,541.7)] [added: (6,146.3)] | | |

| Cost of services sold | | | | | | [removed: (2,823.7)] [added: (3,091.7)] | | | | | | [removed: (2,505.0)] [added: (2,823.7)] | | | | | | [removed: (2,543.8)] [added: (2,505.0)] | | |

| Selling and administrative expenses | | | | | | [removed: (2,446.3)] [added: (2,545.9)] | | | | | | [removed: (2,270.6)] [added: (2,446.3)] | | | | | | [removed: (2,320.3)] [added: (2,270.6)] | | |

| Operating income | | | | | | [removed: 2,023.3] [added: 2,418.9] | | | | | | [removed: 1,532.8] [added: 2,023.3] | | | | | | [removed: 1,670.1] [added: 1,532.8] | | |

| Interest expense | | | | | | [removed: (233.7)] [added: (223.5)] | | | | | | [removed: (248.7)] [added: (233.7)] | | | | | | [removed: (242.8)] [added: (248.7)] | | |

| Other income/(expense), net | | | | | | [removed: 1.1] [added: (23.3)] | | | | | | [removed: 4.1] [added: 1.1] | | | | | | [removed: (28.4)] [added: 4.1] | | |

| Earnings before income taxes | | | | | | [removed: 1,790.7] [added: 2,172.1] | | | | | | [removed: 1,288.2] [added: 1,790.7] | | | | | | [removed: 1,398.9] [added: 1,288.2] | | |

| Provision for income taxes | | | | | | [removed: (333.5)] [added: (375.9)] | | | | | | [removed: (296.8)] [added: (333.5)] | | | | | | [removed: (238.6)] [added: (296.8)] | | |

| Earnings from continuing operations | | | | | | [removed: 1,457.2] [added: 1,796.2] | | | | | | [removed: 991.4] [added: 1,457.2] | | | | | | [removed: 1,160.3] [added: 991.4] | | |

| Discontinued operations, net of tax | | | | | | [removed: (20.6)] [added: (21.5)] | | | | | | [removed: (121.4)] [added: (20.6)] | | | | | | [removed: 268.2] [added: (121.4)] | | |

| (Mark A. Majocha) | | | | | | | | | | | | | | |

| /s/ Mark R. George | | | | | | Director | | | | | | February 10, 2023 | | |

| (Mark R. George) | | | | | | | | | | | | | | |

| /s/ Melissa N. Schaeffer | | | | | | Director | | | | | | February 10, 2023 | | |

| (Melissa N. Schaeffer) | | | | | | | | | | | | | | |

*Revenue Recognition from Contracts with Customers*

As described in Notes 2 and 12 to the consolidated financial statements, the Company recognized $16.0 billion of consolidated revenue for the year ended December 31, 2022.

The principal considerations for our determination that performing procedures relating to revenue recognition from contracts with customers is a critical audit matter are the high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company's revenue recognition of point-in-time and over-time contracts with customers.

These procedures included testing the effectiveness of controls relating to the revenue recognition process on the Company's point-in-time and over-time contracts with customers.

These procedures also included, among others (i) evaluating revenue transactions on a sample basis by obtaining and inspecting evidence of an arrangement with a customer, evidence of goods delivered or services provided and evidence of consideration received in exchange for transferring those goods or services, and (ii) evaluating the completeness and accuracy of data provided by management.

February 10, 2023

| For the years ended December 31, | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Net earnings | | | | | | 1,774.7 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,756.5 | | | | | | — | | | | | | 18.2 | | | | | | | | |

| Repurchase of ordinary shares | | | | | | (1,200.2) | | | | | | (7.5) | | | | | | (7.5) | | | | | | — | | | | | | (45.4) | | | | | | (1,147.3) | | | | | | — | | | | | | — | | | | | | | | |

| Share-based compensation | | | | | | 54.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | 56.2 | | | | | | (1.9) | | | | | | — | | | | | | — | | | | | | | | |

| Acquisition of noncontrolling interest | | | | | | (15.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | (12.4) | | | | | | — | | | | | | — | | | | | | (2.7) | | | | | | | | |

| Balance at December 31, 2022 | | | | | | $ | 6,105.2 | | | | | $ | 253.3 | | | | | 253.3 | | | | | | $ | (1,719.4) | | | | | $ | — | | | | | $ | 8,320.9 | | | | | $ | (766.2) | | | | | $ | 16.6 | | | | | | | |

| For the years ended December 31, | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Net earnings | | | | | | $ | 1,774.7 | | | | | $ | 1,436.6 | | | | | $ | 870.0 | |

The Company’s unique business operating system, uplifting culture and highly engaged team around the world are also central to its earnings and cash flow growth.

During the year ended December 31, 2022, the Company recorded a reduction to *Retained earnings* of $18.9 million primarily related to tax matters associated with Ingersoll Rand Industrial and the settlement of certain items related to the Transaction.

However, as of the Petition Date, Aldrich and its

Impairment of goodwill is tested at the reporting unit level.

value at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative.

A majority of the Company's revenue is recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract.

However, a portion of the Company's revenue is recognized over-time as the customer simultaneously receives control as the Company performs work under a contract.

For these arrangements, the cost-to-cost input method is used as it best depicts the transfer of control to the

customer that occurs as the Company incurs costs.

The Company adopted this standard on January 1, 2022 with no material impact on its financial statements.

In September 2022, the FASB issued ASU 2022-04, “Liabilities - Supplier Finance Program (Subtopic 405-50): Disclosure of Supplier Program Finance Obligations”, which requires that a company that enters into a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

To achieve that objective, the company should disclose qualitative and quantitative information about its supplier finance programs.

ASU 2022-04 is effective for fiscal periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted.

This ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023.

| | | | | | | 2,123.7 | | | | | | 1,603.4 | | |

| In millions | | | | | | 2022 | | | | | | 2021 | | |

| | | | | | | 3,448.6 | | | | | | 3,216.1 | | |

| Acquisitions (1) | | | | | | 45.3 | | | | | | 23.9 | | | | | | 27.1 | | | | | | 96.3 | | |

| Currency translation | | | | | | (3.7) | | | | | | (49.8) | | | | | | (43.9) | | | | | | (97.4) | | |

| Net balance as of December 31, 2022 | | | | | | $ | 4,226.8 | | | | | $ | 714.9 | | | | | $ | 562.0 | | | | | $ | 5,503.7 | |

| 2023 | | | $ | 143.0 | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (Heather R. Howlett) | | | | | | | | | | | | | | |

| /s/ Karen B. Peetz | | | | | | Director | | | | | | February 7, 2022 | | |

| (Karen B. Peetz) | | | | | | | | | | | | | | |

*Fair Value Measurements of the Contingent Consideration for Farrar Scientific Corporation Acquisition*

The purchase price for the acquisition was expected to be $349.9 million, comprised of the upfront cash consideration of $251.2 million and the fair value of the contingent consideration relating to an earnout payment at the time of closing the acquisition of $98.7 million.

The contingent consideration is payable in 2025 based on the achievement of certain revenue targets by Farrar Scientific from January 1, 2022 through December 31, 2024.

Management determines the estimated fair value of the contingent consideration liability using a Monte Carlo simulation model, which runs many iterations based on comparable companies’ revenue growth rates and their implied revenue volatilities.

The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment, specifically revenue growth rates and implied revenue volatilities.

The principal considerations for our determination that performing procedures relating to the fair value measurement of the contingent consideration for the Farrar Scientific acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value of the contingent consideration; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to management's Monte Carlo simulation model and significant assumptions related to revenue growth rates and implied revenue volatilities; 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 management’s fair value of the contingent consideration, including controls over the development of significant assumptions related to revenue growth rates and implied revenue volatilities.

These procedures also included, among others, (i) reading the purchase agreement, (ii) testing management’s process for developing the fair value estimate of the contingent consideration, (iii) evaluating the appropriateness of the Monte Carlo simulation model, (iv) testing the completeness and accuracy of underlying data used in the model, and (v) evaluating the significant assumptions used by management related to revenue growth rates and implied revenue volatilities.

Evaluating management's assumptions related to revenue growth rates involved assessing whether the assumptions used by management were reasonable considering current and past performance of the acquired business, consistency with external market data, and whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Monte Carlo simulation model and evaluating the appropriateness of the implied revenue volatilities assumption.

February 7, 2022

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2018 | | | | | | $ | 7,064.8 | | | | | $ | 266.4 | | | | | 266.4 | | | | | | $ | (1,719.4) | | | | | $ | — | | | | | $ | 9,439.8 | | | | | $ | (964.1) | | | | | $ | 42.1 | | | | | | | |

| Net earnings | | | | | | 1,428.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,410.9 | | | | | | — | | | | | | 17.6 | | | | | | | | |

| Repurchase of ordinary shares | | | | | | (750.1) | | | | | | (6.4) | | | | | | (6.4) | | | | | | — | | | | | | (136.1) | | | | | | (607.6) | | | | | | — | | | | | | — | | | | | | | | |

| Share-based compensation | | | | | | 63.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | 66.4 | | | | | | (2.9) | | | | | | — | | | | | | — | | | | | | | | |

| Proceeds from long-term debt | | | | | | — | | | | | | — | | | | | | 1,497.9 | | |

| Net proceeds from (payments of) debt | | | | | | (432.5) | | | | | | (307.5) | | | | | | 1,490.4 | | |

| Net cash provided by (used in) discontinued financing activities | | | | | | — | | | | | | — | | | | | | (1.5) | | |

| Net cash provided by (used in) financing activities | | | | | | (2,127.6) | | | | | | 884.3 | | | | | | 270.5 | | |

COVID-19 Global Pandemic

In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide.

During the first half of 2020, the COVID-19 global pandemic adversely impacted the Company's business globally including, but not limited to, lower end customer demand, certain supply chain delays, temporary facility closures and limitations of the Company's workforce to essential crews only.

In response, the Company proactively initiated cost cutting actions and actively managed its supply chain in an effort to mitigate the impact of the global pandemic on its business.

Despite the challenges set forth by the COVID-19 global pandemic, the Company continued to sell, install and service its products, invest in its businesses, develop and launch new products and deliver innovative customer solutions for electrification of heating, cooling and transport, enhanced indoor air quality, and precise temperature control along the full vaccine cold chain.

During the year ended December 31, 2021, the Company experienced significant increases in end market demand, executed price increases to cover rapidly increasing material, component and logistics costs and realized strong earnings growth as a result of strong execution across its organization.

In addition, to meet the Company's increased customer demand, the Company is proactively managing industry-wide supply chain and resource constraints and is working closely with its suppliers, customers and logistics providers to mitigate the impacts on its business as the Company continues to sell, install and service its products.

The Company will continue to monitor the ongoing COVID-19 global pandemic as it evolves and will assess any potential impacts to its business and financial statements as necessary.

*Net revenues* and cost of goods sold reported on the Consolidated Statements of Earnings have been revised for the years ended December 31, 2020 and 2019 to separately present net revenues of products and services and cost of products and services.

These presentation adjustments had no impact on *Earnings from continuing operations* or *Net earnings*.

Impairment of goodwill is assessed at the reporting unit level and begins with an optional qualitative assessment to determine if it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the goodwill impairment test.

| | | | | | | 1,603.4 | | | | | | 1,230.3 | | |

| | | | | | | 3,216.1 | | | | | | 3,104.7 | | |

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