Trane Technologies (TT) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A52 rewritten23 added8 removed237 unchanged
All filing items990 rewritten491 added381 removed2,092 unchanged
Summary
counted, not written
- Item 1A lists 29 risk factor headings: 1 new, 4 reworded and 24 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 491 added, 381 removed, 990 rewritten and 2,092 unchanged across 17 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (1)
- Capital and credit market conditions could adversely affect our business operations, investments, and financial performance.
Removed Item 1A headings (1)
- The capital and credit markets are important to our business.
Reworded Item 1A headings (4)
- Commodity [added: and raw material] shortages, supply chain risks and price increases could adversely affect our financial results.
[removed: The military conflict between][added: World geopolitical conflict, including the] Russia[removed: and]Ukraine [added: conflict,] has created a humanitarian crisis, materially impacted economic activities, and may materially impact our global and regional operations.- The full extent to which a resurgence of
[removed: COVID-19][added: COVID-19, a new pandemic,] or spread of new infectious diseases [added: or other public health crises] will affect us will depend on future developments that are highly uncertain and cannot be accurately predicted. - If the Distribution together with certain related transactions do not qualify as tax-free under Sections 355 and 368(a) of the [added: Internal Revenue] Code, including as a result of subsequent acquisitions of stock of the Company or Ingersoll Rand, then the Company and the Spin-off Shareholders may be required to pay substantial U.S. federal income taxes, and Ingersoll Rand may be obligated to indemnify the Company for such taxes imposed on the Company.
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
52 rewritten, 23 added, 8 removed, 237 unchanged
The full extent to which a resurgence of [removed: COVID-19] [added: COVID-19, a new pandemic,] or spread of new infectious diseases [added: or other public health crises] will affect us will depend on future developments that are highly uncertain and cannot be accurately predicted.
The extent to which COVID-19 or other widespread outbreaks of infectious disease [added: or other public health crises may] 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; [added: travel] and [added: other restrictions; and] the impact on economic activity including the possibility of financial market instability or recession.
How a resurgence of COVID-19 or other [removed: potential global pandemics] [added: public health crises] will affect us will depend on future developments that are highly uncertain and cannot be accurately predicted.
- changes in local laws and regulations including potential imposition of currency restrictions, new or changing tax [removed: laws] [added: laws, variations in monetary policies,] and other restraints;
- difficulty in staffing and managing global operations including supply chain disruptions which may be exacerbated by pandemics or other [added: public health crises, natural disasters, or other] events affecting the supply of labor, materials and components;
Commodity [added: and raw material] shortages, supply chain risks and price increases could adversely affect our financial results.
A disruption in deliveries from our suppliers or decreased availability of commodities and third-party parts and components could have an adverse effect on our ability to meet our commitments to [removed: customers or] [added: customers,] increase our operating [removed: costs.][added: costs, or impact timing and delivery of products and services.]
Disruptions have occurred due to the COVID-19 pandemic, [removed: the Russia-Ukraine conflict,] [added: geopolitical events, electronic parts shortages,] supplier capacity constraints, labor shortages, port congestion, logistical [removed: problems] [added: problems, political unrest,] and other issues.
While we [removed: may] use financial derivatives or supplier price locks to [added: partially] hedge against this volatility, by using these instruments we may potentially forego the benefits that might result from favorable fluctuations in prices and could experience lower margins in periods of declining commodity prices.
We must [removed: timely] [added: efficiently and effectively innovate,] develop and commercialize new and enhanced products and services in a rapidly changing technological and business environment in order to remain competitive in our current and future markets and in order to continue to grow our business.
The [removed: development and commercialization] [added: ongoing refreshment] of [removed: new products] [added: our product] and [removed: the modification] [added: service offerings portfolio requires strategic choices] of [removed: existing products and services to meet customer demands require] a significant investment of [removed: resources and an] [added: resources,] anticipation of the [removed: impact] [added: opportunity and risks] of new [removed: technologies] [added: technologies,] and the ability to compete with others who may have superior resources in specific technology domains.
Failure to timely [added: and accurately predict customer needs and preferences, anticipate regulatory conditions affecting current and future products, mitigate supply chain disruptions on new products, or our failure to] develop new and enhanced products and services that are accepted by these markets could have a material adverse impact on our competitive position, [removed: results of] operations, financial condition, and cash flows.
In particular, if we are unable to access capital and credit [removed: markets] [added: markets, or access them] on terms that are acceptable to us, we may not be able to make certain investments or fully execute our business plans and strategies.
We use derivative instruments to [added: partially] hedge those material exposures that cannot be naturally offset.
The instruments utilized are viewed as risk management [removed: tools,] [added: tools] and are not used for trading or speculative purposes.
[removed: Geopolitical] [added: Changes in governmental policies on foreign trade, geopolitical] tensions and trade disputes can disrupt supply chains and increase the cost of our products.
[removed: The military conflict between] [added: World geopolitical conflict, including the] Russia [removed: and] Ukraine [added: conflict,] has created a humanitarian crisis, materially impacted economic activities, and may materially impact our global and regional operations.
Risks associated with the Russian-Ukrainian [removed: conflict] [added: conflict, as well as other world geopolitical conflicts that have arisen or could arise in the future,] 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.
As of December 31, 2022, we [removed: have] [added: had] exited all business activity within these markets.
We [added: and certain of our subsidiaries] are currently and may in the future become involved in legal [added: and regulatory] proceedings and disputes incidental to the operation of our business or the business operations of previously-owned entities.
Our business may be adversely affected by the outcome of these proceedings and other contingencies (including, without limitation, contract claims or other commercial disputes, product liability, product [removed: defects] [added: defects, environmental matters,] and asbestos-related matters) that cannot be predicted with certainty.
The Chapter 11 cases remain pending as of February [removed: 10, 2023.][added: 8, 2024.]
- the [removed: ultimate determination of the asbestos liability of Aldrich and Murray to be satisfied under a Chapter 11 plan and the] ability to consummate the [removed: settlement] [added: agreement in principle] reached with the court appointed legal representative of future asbestos claimants (the FCR);
- the outcome of negotiations with the committee representing current asbestos claimants (ACC) and [removed: the FCR and] other participants in the Chapter 11 cases, including insurers, [removed: concerning, among other things,] [added: concerning] the [added: terms of a plan of reorganization, including 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 [removed: trust;][added: trust, and the risk that the ACC will object to, and the risk that insurers will not support, a plan of reorganization having terms acceptable to Aldrich and Murray;]
- the actions of representatives of the asbestos claimants, including the [removed: ACC's] [added: ACC’s] pursuit of certain causes of action against us, following the Bankruptcy [removed: Court's] [added: Court’s] grant of the [removed: ACC's] [added: ACC’s] motion seeking standing to investigate and pursue certain causes of action at a hearing held on January 27, 2022, and other potential actions by the ACC in [removed: 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 [removed: risk that] [added: ability of] Aldrich and Murray [removed: may be unable] to obtain the necessary approvals of the Bankruptcy Court or the United States District Court for the Western District of North Carolina (the District Court) of a plan of reorganization;
- [removed: the risk that] any orders approving a plan of reorganization and issuing the channeling injunction [removed: do] not [removed: become final;][added: becoming final and non-appealable;]
- delays in the confirmation or effective date of a plan of reorganization due to factors beyond the Company’s control; [added: and]
- the risk that the ultimate amount required under any final plan of reorganization may exceed the amounts agreed to with the FCR in the [removed: Plan;][added: Plan.]
For detailed information on the bankruptcy cases of Aldrich and Murray, see Part I, Item 1, [removed: "Business] [added: “Business] - Asbestos-Related [removed: Matters,"] [added: Matters,”] Part I, Item 3, [removed: "Legal Proceedings",] [added: “Legal Proceedings,”] Part II, Item 7, [removed: "Management's] [added: “Management's] Discussion and Analysis of Financial Condition and Results of Operations - Significant [removed: Events,"] [added: Events,”] and Part II, Item 8, Consolidated Financial Statements, Note 1, [removed: "Description] [added: “Description] of [removed: Company,"] [added: Company,”] and Note 20, [removed: "Commitments] [added: “Commitments] and [removed: Contingencies."][added: Contingencies.”]
If these systems cease to function properly, if these systems experience security breaches or disruptions or if these systems do not provide the anticipated [removed: benefits,] [added: benefits or if we are unable to commit sufficient resources to maintain and enhance] our [added: information technology infrastructure to keep pace with continuous development in information processing technology, our] ability to manage our operations could be impaired, which could have a material adverse impact on our results of operations, financial condition, and cash flows.
Our information technology systems, networks and infrastructure and technology embedded in certain of our control products have been and are [removed: vulnerable] [added: at risk] to cyber attacks and unauthorized security intrusions.
From time to time, vulnerabilities in our products are discovered and updates are made available, but customers are [removed: vulnerable] [added: at risk] until those updates are applied or other mitigating actions are taken by customers to protect their systems and networks.
To date, there has been no material business impact from such vulnerabilities, but we continue to monitor these issues and our responses [added: are ongoing.]
Our systems, networks and certain of our control products and those of our vendors are [removed: vulnerable] [added: at risk] to system damage, malicious attacks from hackers, employee errors or misconduct, viruses, power and utility outages, and other catastrophic events.
Any of these incidents could cause significant harm to our business by negatively impacting our business operations, compromising the security of our proprietary information or the personally identifiable information of our customers, employees and business [removed: partners, exposing us] [added: partners which may be subject] to [removed: litigation or] [added: privacy and security laws, regulations and] other [removed: legal actions against us or the imposition of penalties, fines, fees or liabilities.][added: controls.]
We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to anti-corruption, anti-human trafficking, anti-bribery, export and import compliance, [removed: anti-trust] [added: anti-trust, cybersecurity, data privacy,] and money laundering, due to our global operations.
Our U.S. and non-U.S. operations are subject to a number of laws and regulations, including among others, laws related to the [removed: environment] [added: environment, commercial trade,] and health and safety.
[added: If we are unable to effectively respond to changes to applicable] laws and regulations, [added: 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.
Climate change presents immediate and long-term risks to our Company and to our customers, with the risks expected to increase over [removed: time.][added: time, including, among others, acute physical risks (such as flooding, hurricanes, or wildfires) or chronic physical risks (such as droughts, heat waves, or sea level changes).]
As we integrate acquisitions into our portfolio of solutions, we may face new competitors in our target markets.
We must continually innovate new or enhanced products and services to maintain and expand our brand recognition and market leadership position to effectively compete in the markets that we serve.
A failure or inability to effectively address market trends and compete in our market may adversely affect demand for our products and services, which may cause a material adverse effect on our financial condition.
The timely development and commercialization of new products and services and the enhancement of existing products and services is required to meet our customer demands, market trends, and regulatory requirements.
Capital and credit market conditions could adversely affect our business operations, investments, and financial performance.
If we were to raise funding through the issuance of equity securities, our shareholders would experience dilution of their existing ownership interest.
If we were to raise significant additional funds by issuing debt, we could be subject to limitations on our operations due to restrictive covenants or rating agencies could downgrade our credit ratings or put them on negative watch.
The performance of the financial markets and interest rates can also impact the value of our defined benefit pension plans and other post-retirement benefit programs.
Significant decreases in discount rate or investment losses on plan assets may increase our funding obligations, which may adversely affect our financial results.
See Note 11 – “Pensions and Postretirement Benefits Other Than Pensions.”
Decreased strength of the U.S. dollar could also adversely affect the cost of raw materials, products, or services that we purchase from non-U.S. suppliers.
See also Part I, Item 3, “Legal Proceedings,” and Part II, Item 8, Consolidated Financial Statements Note 20, “Commitments and Contingencies.”
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 ultimate determination of the asbestos liability of Aldrich and Murray to be satisfied under a plan of reorganization pursuant to the court-approved estimation proceeding;
- the decisions of the appellate courts regarding any orders of the Bankruptcy Court or the District Court that may be appealed, including the Bankruptcy Court's order dated December 28, 2023 denying the motions to dismiss the Chapter 11 cases brought by the ACC and certain individual claimants and any orders of the Bankruptcy Court or District Court approving a plan of reorganization;
These information technology systems can be damaged, disrupted or shut down due to cyberattacks, computer viruses, ransomware, human error or malfeasance (including by employees), power outages,
hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events.
We and some of our third-party suppliers have experienced cyber-based attacks, and, due to the evolving threat landscape, may continue to experience attacks, potentially with more frequency and severity.
We continue to make investments and adopt measures designed to enhance our protection, detection, response, and recovery capabilities, and to mitigate potential risks to our technology, products, services and operations from potential cyber-attacks.
These events potentially expose us to litigation or other legal actions against us or the imposition of penalties, fines, fees or liabilities.
On December 18, 2023, Ireland enacted laws related to this minimum tax, effective January 1, 2024.
We are continuing to evaluate the potential impacts of proposed and enacted legislative changes, in Ireland and elsewhere.
We anticipate an increase to our global effective tax rate related to these changes.
The capital and credit markets are important to our business.
- the risk that the insurance carriers do not support the Plan and the risk that the ACC objects to the Plan; and
- the decisions of appellate courts regarding approval of a plan of reorganization or relating to orders of the Bankruptcy Court or the District Court that may be appealed.
We have had failures of these systems in the past and may have failures of these systems in the future.
are ongoing.
If we are unable to effectively respond to changes to applicable laws and regulations, interpretations of applicable
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.
As a consequence, our global effective tax rate could be materially impacted by such legislation, or any resulting local country legislation enacted in response to any potential global minimum tax rates.
An excerpt. Shown here: 40 of 52 rewritten, all 23 added and all 8 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
142 rewritten, 97 added, 78 removed, 296 unchanged
*This section discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] significant items affecting our consolidated operating results, financial condition and liquidity and provides a year-to-year comparison between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
Discussions of [removed: 2020] [added: 2021] significant items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021.*][added: 2022.*]
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 [added: and first in our industry] whose net-zero targets have also been validated.
[removed: AL-KO] [added: On May 2, 2023, we completed the acquisition of MTA S.p.A (MTA), a leading industrial process cooling technology business, which] brings complementary, high-performing solutions to the comprehensive [removed: Trane] Commercial HVAC product and services [removed: portfolios in Europe and Asia.][added: portfolio.]
The results of the acquisition are reported within the EMEA and [removed: Asia Pacific] [added: Americas] segments.
The results of the [removed: channel] acquisition are reported within the Americas segment.
[removed: During the year ended December 31,] [added: In] 2021, [removed: in connection with the agreement in principle reached by] Aldrich and Murray [added: reached an agreement in principle] with the [removed: FCR] [added: court-appointed legal representative of future asbestos claimants (the FCR)] and [removed: the motion] filed [removed: on September 24, 2021] [added: a motion] to create a $270.0 million [added: trust intended to constitute a] "qualified settlement fund" within the meaning of the Treasury Regulations under Section 468B of the Internal Revenue Code [removed: (QSF), we recorded a charge of $21.2 million to increase our Funding Agreement liability to $270.0 million.][added: (QSF).]
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 [added: reported] in our Consolidated [removed: Statement] [added: Statements] 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.
[removed: At this point in the Chapter 11 cases of Aldrich and Murray, it] [added: It] is not possible to predict [added: how the Bankruptcy Court will rule on these pending motions,] whether [added: an appellate court will affirm or reverse] the Bankruptcy Court [added: order denying the motions to dismiss, 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 [removed: 10, 2023.][added: 8, 2024.]
Our geographic [added: mix] and [removed: product] [added: the] diversity [added: of our portfolio,] coupled with our large installed product [removed: base] [added: base,] provides growth opportunities [added: from replacement demand and] within our service [removed: and corresponding parts and replacement] revenue [removed: streams.][added: stream.]
In addition, we are investing substantial resources to innovate and develop new products and services which we expect [removed: will] [added: to] drive [removed: our] future growth.
Year Ended December 31, [removed: 2022] [added: 2023] Compared to the Year Ended December 31, [removed: 2021] [added: 2022] - Consolidated Results
| Dollar amounts in millions | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Period Change | | | | | | [removed: 2022] [added: 2023] % of revenues | | | | | | [removed: 2021] [added: 2022] % of revenues | | |
| Net revenues | | | | | | $ | [removed: 15,991.7] [added: 17,677.6] | | | | | $ | [removed: 14,136.4] [added: 15,991.7] | | | | | $ | [removed: 1,855.3] [added: 1,685.9] | | | | | | | | | | | | | |
| Cost of goods sold | | | | | | [removed: (11,026.9)] [added: (11,820.4)] | | | | | | [removed: (9,666.8)] [added: (11,026.9)] | | | | | | [removed: (1,360.1)] [added: (793.5)] | | | | | | [removed: 69.0%] [added: 66.9%] | | | | | | [removed: 68.4%] [added: 69.0%] | | |
| Gross profit | | | | | | [removed: 4,964.8] [added: 5,857.2] | | | | | | [removed: 4,469.6] [added: 4,964.8] | | | | | | [removed: 495.2] [added: 892.4] | | | | | | [removed: 31.0%] [added: 33.1%] | | | | | | [removed: 31.6%] [added: 31.0%] | | |
| Selling and administrative expenses | | | | | | [removed: (2,545.9)] [added: (2,963.2)] | | | | | | [removed: (2,446.3)] [added: (2,545.9)] | | | | | | [removed: (99.6)] [added: (417.3)] | | | | | | [removed: 15.9%] [added: 16.7%] | | | | | | [removed: 17.3%] [added: 15.9%] | | |
| Operating income | | | | | | [removed: 2,418.9] [added: 2,894.0] | | | | | | [removed: 2,023.3] [added: 2,418.9] | | | | | | [removed: 395.6] [added: 475.1] | | | | | | [removed: 15.1%] [added: 16.4%] | | | | | | [removed: 14.3%] [added: 15.1%] | | |
| Interest expense | | | | | | [removed: (223.5)] [added: (234.5)] | | | | | | [removed: (233.7)] [added: (223.5)] | | | | | | [removed: 10.2] [added: (11.0)] | | | | | | | | | | | | | | |
| Other income/(expense), net | | | | | | [removed: (23.3)] [added: (92.2)] | | | | | | [removed: 1.1] [added: (23.3)] | | | | | | [removed: (24.4)] [added: (68.9)] | | | | | | | | | | | | | | |
| Earnings before income taxes | | | | | | [removed: 2,172.1] [added: 2,567.3] | | | | | | [removed: 1,790.7] [added: 2,172.1] | | | | | | [removed: 381.4] [added: 395.2] | | | | | | | | | | | | | | |
| Provision for income taxes | | | | | | [removed: (375.9)] [added: (498.4)] | | | | | | [removed: (333.5)] [added: (375.9)] | | | | | | [removed: (42.4)] [added: (122.5)] | | | | | | | | | | | | | | |
| Earnings from continuing operations | | | | | | [removed: 1,796.2] [added: 2,068.9] | | | | | | [removed: 1,457.2] [added: 1,796.2] | | | | | | [removed: 339.0] [added: 272.7] | | | | | | | | | | | | | | |
| Discontinued operations, net of tax | | | [removed: | | | (21.5) | | | | | |] (20.6) | | | | | | [removed: (0.9) | | | | | | | | | | | |] [added: (25.5)] | | |
| Net earnings | | | | | | $ | [removed: 1,774.7] [added: 2,041.7] | | | | | $ | [removed: 1,436.6] [added: 1,774.7] | | | | | $ | [removed: 338.1] [added: 267.0] | | | | | | | | | | | | | |
*Net revenues* for the year ended December 31, [removed: 2022] [added: 2023] increased by [removed: 13.1%,] [added: 10.5%,] or [removed: $1,855.3] [added: $1,685.9] million, compared with the same period of [removed: 2021.][added: 2022.]
| Currency translation | | | [removed: (2.2)] [added: (0.3)] | | % |
The increase in *Net revenues* was primarily driven by [added: realization of] inflation-based price increases, [removed: end customer] [added: higher volumes driven by increased end-customer] demand within all our reportable segments and incremental [removed: revenues] [added: revenue] from acquisitions, partially offset by an unfavorable impact from foreign currency translation.
Gross profit margin for the year ended December 31, [removed: 2022 decreased 60] [added: 2023 increased 210] basis points to [removed: 31.0%] [added: 33.1%] compared to [removed: 31.6%] [added: 31.0%] for the same period of [removed: 2021] [added: 2022] primarily due to [removed: significant direct material, freight and other inflation, and unfavorable impacts to productivity arising from supply chain, freight] [added: price realization] and [removed: logistics challenges,] [added: gross productivity,] partially offset by [removed: inflation-based price increases.][added: inflation and business reinvestment.]
*Selling and administrative expenses* for the year ended December 31, [removed: 2022] [added: 2023] increased by [removed: 4.1%,] [added: 16.4%,] or [removed: $99.6] [added: $417.3] million, compared with the same period of [removed: 2021.][added: 2022.]
The increase in *Selling and administrative expenses* was primarily driven by an increase in human capital [removed: related] costs [removed: as a result of] [added: related to] investing in our people, [removed: travel costs] [added: higher sales commissions] and [added: merger and acquisition costs, including additional headcount,] amortization [removed: due to acquisitions, partially offset by favorable non-cash adjustments to contingent consideration] of [removed: $46.9 million.][added: intangibles and transaction driven costs.]
*Selling and administrative expenses* as a percentage of *Net revenues* for the year ended December 31, [removed: 2022 decreased 140] [added: 2023 increased 80] basis points from [removed: 17.3% to] 15.9% [removed: primarily due] to [removed: higher revenues year-over-year.][added: 16.7%.]
| In millions | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
Additional tax benefits included in [removed: this year's] [added: the 2022] effective rate are $12.4 million, net related to the [removed: 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.
The [removed: 2021] [added: 2023] effective tax rate was [removed: 18.6%] [added: 19.4%] which was lower than the U.S. Statutory rate of 21% due to a [removed: $21.4] [added: net $30.3] million reduction in valuation allowances [removed: on deferred tax assets] primarily related to [removed: foreign] [added: deferred] tax [removed: credits as a result of an increase in current year] [added: assets associated with both] foreign [removed: source income, excess] tax [removed: benefits from employee share-based payments,] [added: credits] and [removed: earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate.][added: operations of international subsidiaries.]
Revenues from non-U.S. jurisdictions accounted for approximately [removed: 29.0%] [added: 28%] of our total [removed: 2021] [added: 2023] revenues, such that a material portion of our pretax income was earned and taxed outside the U.S. at rates ranging from 0% to 38%.
Year Ended December 31, [removed: 2022] [added: 2023] Compared to the Year Ended December 31, [removed: 2021] [added: 2022] - Segment Results
The Americas segment encompasses commercial heating, cooling and ventilation systems, building [removed: controls,] [added: controls] and [added: solutions, and] energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
Management measures segment operating performance based on net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, non-cash [removed: adjustments] [added: adjustment] for contingent consideration, insurance [removed: settlement] [added: settlements] on property [removed: claim in Q3 2022,] [added: claims,] merger and [removed: acquisition-related] [added: acquisition related] costs, [added: impairment of an equity investment,] unallocated corporate expenses and discontinued operations (Segment Adjusted EBITDA).
Our emissions reduction commitments align with the Paris Climate Accord net-zero targets, consistent with limiting global temperature rise to no more than 1.5 °C.
Our 2030 Sustainability Commitments for scopes 1, 2, and 3 will guide our emissions reduction efforts through 2030, with an emphasis on reducing our largest source: the emissions generated from customer use of our products.
On May 12, 2023, we completed the acquisition of Helmer Scientific Inc (Helmer), a precision temperature cooling company in the life sciences vertical.
On November 2, 2023, we completed the acquisition of Nuvolo Technologies Corporation (Nuvolo), a global leader in modern, cloud-based enterprise asset management and connected workplace software and solutions.
The results of the acquisition are reported within the Americas segment.
On April 6, 2023, certain individual claimants filed a motion to dismiss the Chapter 11 cases.
Subsequently, on May 15, 2023, the committee representing current asbestos claimants (the ACC) filed its own motion to dismiss the Chapter 11 cases.
Aldrich, Murray and the FCR filed responses in opposition to each of these motions, and the Company filed papers joining in Aldrich and Murray's opposition.
A hearing on the motions to dismiss was held on July 14, 2023.
On December 28, 2023, the Bankruptcy Court entered an order denying the motions to dismiss the Chapter 11 cases.
On January 11, 2024, the ACC and the individual claimants filed motions seeking leave to appeal the order denying the motions to dismiss and to certify the appeals directly to the Court of Appeals for the Fourth Circuit.
Aldrich and Murray filed responses in opposition to these motions on January 31, 2024.
We expect market conditions to remain mixed across our end markets and geographies where we serve customers.
Overall Commercial HVAC markets remain strong due to demand for our differentiated customer driven solutions and the benefits of installing energy efficient products and decarbonizing the built environment, aided by supportive policies and regulations especially in the United States and Europe.
Transport refrigeration markets are experiencing lower demand as customers adjust to lower freight rates.
Residential markets have been normalizing as lead times return to normal and distributors adjust inventory levels.
We continue to see material, wage and energy inflation impact our cost structure.
However, disruptions in the global supply chain and resource constraints have improved throughout the year.
Our performance may be impacted by future developments that are uncertain.
Geopolitical risks and macroeconomic events could cause disruptions to operations, supply chains and end markets, tightening credit conditions, higher interest rates, global banking uncertainty and the possibility of deteriorating overall economic conditions which could negatively impact our business.
Non-GAAP Financial Measures
Organic Revenue
We define organic revenue as net revenues adjusted for the impact of currency, acquisitions and divestitures.
Organic revenue is not defined under generally accepted accounting principles in the United States of America (GAAP) and may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for revenue as determined in accordance with GAAP.
Selected references are made to revenue growth on an organic basis so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates and with the impacts of acquisitions, thereby providing comparisons of operation performance from period to period of the business that we have owned during both periods presented.
We believe organic revenue growth provides investors with useful supplemental information about our revenues in both periods presented.
| Pricing | | | 4.4 | | % |
| Volume | | | 4.3 | | % |
| Organic revenue (1) | | | 8.7 | | % |
| Acquisitions | | | 2.1 | | % |
| Total | | | 10.5 | | % |
For more information, see "Non-GAAP Financial Measures."
*Interest expense* for the year ended December 31, 2023 increased by 4.9% or $11.0 million compared with the same period of 2022 primarily due to the issuance of $700.0 million of 5.250% senior notes due March 2033 and interest costs associated with commercial paper issued during the period, partially offset by the redemption of $700.0 million of 4.250% senior notes due June 2023.
We had no commercial paper outstanding as of December 31, 2023.
Additional items that impact the effective tax rate are excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate offset by an impairment of an equity investment, which is currently nondeductible, and U.S. state and local taxes.
On December 18, 2023, Ireland enacted legislation related to the 15% minimum tax element of the OECD’s tax reform initiative, commonly referred to as “Pillar Two," effective January 1, 2024.
We are continuing to evaluate the potential impacts of proposed and enacted legislative changes as new guidance becomes available.
The legislation does not impact our 2023 effective tax rate; however, we anticipate it will increase our effective tax rate beginning in 2024.
In January 2024, we aligned our operating segments with our three regional reportable segments.
| Segment Adjusted EBITDA | | | | | | 2,669.6 | | | | | | 2,326.3 | | | | | | | | | | | | 14.8 | | % |
On October 31, 2022, we completed the acquisition of AL-KO Air Technology (AL-KO).
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 corresponding charge was bifurcated between *Other income/ (expense), net* of $7.2 million relating to Murray and discontinued operations of $14.0 million relating to Aldrich.
Current economic conditions remain mixed across our end markets.
The COVID-19 global pandemic continues to impact both the global Heating, Ventilation and Air Conditioning (HVAC) and Transport end markets as disruptions and delays in the global supply chain and resource constraints continue to be experienced.
However, despite these challenges, overall end market demand remained healthy as we continued to proactively manage global supply chain and resource constraints 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.
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.
See Part I, Item 1A Risk Factors for more information.
| Pricing | | | 9.6 | | % |
| Volume | | | 4.9 | | % |
| Acquisitions | | | 0.8 | | % |
| Total | | | 13.1 | | % |
Pricing and volume increases were experienced in all segments.
*Interest expense* for the year ended December 31, 2022 decreased by 4.4% or $10.2 million compared with the same period of 2021 primarily due to the repayments of $125.0 million of 9.000% Debentures in August 2021 and $300.0 million of 2.900% Senior notes in February 2021.
Other Income/(Expense), Net
The components of *Other income/(expense), net*, for the years ended December 31 were as follows:
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Interest income | | | | | | $ | 9.2 | | | | | $ | 4.0 | |
| Foreign currency exchange loss | | | | | | (17.9) | | | | | | (10.7) | | |
| Other components of net periodic benefit credit/(cost) | | | | | | (10.6) | | | | | | (1.6) | | |
| Other activity, net | | | | | | (4.0) | | | | | | 9.4 | | |
| Other income/(expense), net | | | | | | $ | (23.3) | | | | | $ | 1.1 | |
*Other income /(expense), net* includes the results from activities other than normal business operations such as interest income and foreign currency gains and losses on transactions that are denominated in a currency other than an entity’s functional currency.
In addition, we include the components of net periodic benefit credit/(cost) for pension and post retirement obligations other than the service cost component.
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.
During the year ended December 31, 2021, we recorded a gain of $12.8 million related to the release of a pension indemnification liability, partially offset by a charge of $7.2 million to increase our Funding Agreement liability from asbestos-related activities of Murray.
When comparing the results of multiple reporting periods, among other factors, the mix of earnings between U.S. and foreign jurisdictions can cause variability in our overall effective tax rate.
These amounts were partially offset by the recognition of a net $11.6 million tax expense related to a prepayment of an intercompany obligation, U.S. state and local taxes and certain non-deductible employee expenses.
| Pricing | | | 10.7 | | % |
| Volume | | | 4.2 | | % |
| Acquisitions | | | 0.7 | | % |
| Total | | | 15.4 | | % |
| Pricing | | | 7.1 | | % |
An excerpt. Shown here: 40 of 142 rewritten, 40 of 97 added and 40 of 78 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
5 rewritten, 0 added, 0 removed, 19 unchanged
Our largest concentration of revenues from non-U.S. operations as of December 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] from either Euros or Chinese Yuan-based operations into U.S. dollars would result in a decline of approximately [removed: $140] [added: $165] million and [removed: $60] [added: $70] million, respectively.
We use derivative instruments to [added: partially] hedge those material exposures that cannot be naturally offset.
Based on the currency derivative instruments in place at December 31, [removed: 2022,] [added: 2023,] 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 [removed: approximately $7.5] [added: $6.5] million, as compared with [removed: $18.1] [added: $7.5] million at December 31, [removed: 2021.][added: 2022.]
Based on the commodity derivative instruments in place at December 31, [removed: 2022,] [added: 2023,] a hypothetical change in fair value of those derivative instruments assuming a 10% decrease in commodity prices would result in an unrealized loss of [removed: approximately $9.0] [added: $8.2] million, as compared with [removed: $7.5] [added: $9.0] million at December 31, [removed: 2021.][added: 2022.]
Item 1. BUSINESS
80 rewritten, 32 added, 37 removed, 142 unchanged
The Americas segment encompasses commercial heating, cooling and ventilation systems, building [removed: controls,] [added: controls] and [added: solutions, and] energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
This segment had [removed: 2022] [added: 2023] net revenues of [removed: $12,640.8] [added: $2,401.2] million.
The EMEA segment encompasses heating, cooling and ventilation systems, services and solutions for commercial buildings and [removed: industrial processing, and] transport refrigeration systems and solutions.
This segment had [removed: 2022] [added: 2023] net revenues of [removed: $2,034.5] [added: $1,444.4] million.
This segment had [removed: 2022] [added: 2023] net revenues of [removed: $1,316.4] [added: $13,832.0] million.
| Air [removed: handlers] [added: conditioners] | | | | | | Multi-pipe HVAC systems | | |
| [removed: Airside and terminal devices] [added: Air exchangers] | | | | | | Package heating and cooling systems | | |
| [removed: Air-sourced heat pumps] [added: Airside and terminal devices] | | | | | | Parts and supplies (aftermarket and OEM) | | |
| Auxiliary power units (electric and diesel) | | | | | | [removed: Rail refrigeration systems] [added: Refrigerant reclamation] | | |
| [removed: Building] [added: Asset] management systems | | | | | | Rate chambers | | |
| Bus air purification systems | | | | | | [removed: Refrigerant reclamation] [added: Repair and maintenance services] | | |
| Bus and rail HVAC systems | | | | | | [removed: Renewable energy projects] [added: Rental services] | | |
| Container refrigeration systems and gensets | | | | | | Residential [removed: Air Filtration System] [added: hybrid heating solutions] | | |
| [removed: Cryogenic refrigeration] [added: Control] systems | | | | | | Self-powered truck refrigeration systems | | |
| [removed: Ductless] [added: Decarbonization programs] | | | | | | Telematics [removed: Solutions] [added: solutions] | | |
| [removed: Energy efficiency programs] [added: Dehumidifiers] | | | | | | Temporary heating and cooling systems | | |
| [removed: Energy infrastructure programs] [added: Ductless systems] | | | | | | Thermal energy storage | | |
| Energy [removed: management services] [added: efficiency programs] | | | | | | Thermostats/controls & associated digital solutions | | |
| Energy [removed: performance contracting] [added: infrastructure programs] | | | | | | Trailer refrigeration systems (diesel, electric and hybrid) | | |
| [removed: Furnaces] [added: Energy management services] | | | | | | Transport heater products | | |
| [removed: Geothermal systems] [added: Furnaces] | | | | | | Truck refrigeration systems (diesel, electric and hybrid) | | |
| [removed: Home automation] [added: Geothermal systems] | | | | | | Ultra-low temperature freezers | | |
| [removed: Humidifiers] [added: Home automation] | | | | | | Unitary systems (light and large) | | |
| Indoor air quality assessments and related products for HVAC and Transport solutions | | | | | | [removed: Vehicle-powered truck refrigeration systems] [added: Ventilation] | | |
| [removed: Installation contracting] [added: Industrial refrigeration] | | | | | | Water source heat pumps | | |
Approximately 28% of our net revenues in [removed: 2022] [added: 2023] 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: 2022, 2021] [added: 2023, 2022] or [removed: 2020.][added: 2021.]
For many components we procure, we have [added: an effective supply chain resiliency plan and] multiple capable sources [removed: with minimal concerns for] [added: to ensure] sufficient supply, however there are certain categories of components that [removed: continue to] [added: could occasionally] see limited availability or [removed: shortages.][added: shortages in line with industry trends.]
Demand for certain [removed: of our] products and services is influenced by weather conditions.
In [removed: 2022,] [added: 2023,] we spent [removed: $211.2] [added: $252.3] 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.
[removed: All new] [added: New] product development (NPD) programs [removed: must] complete a Design for Sustainability module within our NPD process to ensure that [removed: every program has] [added: programs have] a positive impact on sustainability.
| In millions | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Americas | | | | | | $ | [removed: 5,325.2] [added: 5,302.9] | | | | | $ | [removed: 3,856.7] [added: 5,325.2] | |
| EMEA | | | | | | [removed: 616.1] [added: 614.9] | | | | | | [removed: 727.2] [added: 616.1] | | |
| Asia Pacific | | | | | | [removed: 941.8] [added: 1,012.7] | | | | | | [removed: 852.8] [added: 941.8] | | |
| Total | | | | | | $ | [removed: 6,883.1] [added: 6,930.5] | | | | | $ | [removed: 5,436.7] [added: 6,883.1] | |
[removed: As a result, we] [added: We] expect to ship a majority of the December 31, [removed: 2022] [added: 2023] backlog during [removed: 2023.][added: 2024.]
However, orders for specialized machinery or specific customer applications are submitted with [removed: extensive] [added: extended] lead times and are [removed: often] subject to revision and deferral, and to a lesser extent cancellation or termination.
To the extent projects are delayed or there are [removed: additional supply chain and] resource constraints, the timing of our revenue could be affected.
As to the latter, we are currently engaged in site investigations and remediation activities to address environmental cleanup from past operations at current and former manufacturing [removed: facilities and off-site waste disposal] facilities.
| Air handlers | | | | | | Packaged rooftop units | | |
| Air-sourced heat pumps | | | | | | Rail refrigeration systems | | |
| Building management systems | | | | | | Renewable energy projects | | |
| Chillers | | | | | | Residential air filters | | |
| Coils and condensers | | | | | | Residential air filtration system | | |
| Cryogenic refrigeration systems | | | | | | Service agreements | | |
| Humidifiers | | | | | | Variable refrigerant flow systems | | |
| HVAC Performance-monitoring applications | | | | | | Vehicle-powered truck refrigeration systems | | |
| Installation contracting | | | | | | | | |
- CEO Day of Understanding – a forum created to allow our employees and leaders to speak about their personal experiences and commitment to becoming allies and change agents.
The spirit of this conversation is extended throughout our Diversity and Inclusion programming.
Our focus this year was on allyship, which was required for all global, salaried people leaders.
In addition, we also launched a diversity, equity, and inclusion course through our compliance training for our North America salaried population.
In 2023, our employees continued to participate in a variety of volunteer activities.
Our global teams made meaningful contributions to their local communities through the Trane Technologies Foundation’s existing non-profit relationships, as well as through business and personal affiliations.
In Charlotte, NC, some of our Trane Commercial technicians spent days volunteering in the Urban League’s HVAC training class to help equip future technicians with first-hand insights that will get them off to a strong start on their future jobs.
In Minneapolis, MN, employees used sustainability lesson plans we developed to teach middle-schoolers about concepts like food loss, green buildings, decarbonization and supply chain logistics to lead thought-provoking in-class lessons.
Employees in China took a two-day trek into extremely rural Guizhou province to spend a day introducing STEM educational concepts to under-resourced classrooms.
And in Monterrey, MX, teams upfitted a local school with new equipment, paint, and furnishing for their first information technology (IT) lab.
Behind these and other local efforts is a network of 55 Purple Teams comprised of more than 100 local champions who cultivate the spirit of volunteerism and ensure alignment with our strategy.
These colleagues span each of our businesses and all of the markets where we operate, providing local guidance and inspiration to drive meaningful engagement with communities around the world.
We continue efforts to overcome mental health stigmas and promote a culture that encourages and supports open discussion about mental health issues.
We implemented a global mental health training program targeted towards people leaders and available to all employees.
This program highlights how to recognize and react to mental health concerns and leverage support resources.
Our enterprise Mental Well-Being Hub provides streamlined access to mental health resources and guidance for supporting others.
Key actions taken in 2023 illustrate this commitment, including:
- Introduction of fertility treatment benefits and extension of coverage to domestic partners and their qualified dependents within the Company-sponsored U.S. medical and other benefit plans;
- Introduction of Roth and student debt support features in 401(k) plans to support meaningful retirement saving and overall financial wellbeing.
We continue to revise and update our safety programs in response to the most meaningful and impactful activities for all global employees.
In 2023, this included a global campaign on hand safety which reduced our overall hand injuries within our manufacturing locations and field operations.
| Donald E. Simmons (52) | | | | | | 1/4/2024 | | | | | | Group President, Americas (since January 2024); Americas Segment Leader and CHVAC Americas President (January 2022 to December 2023); President, CHVAC Americas (January 2020 to December 2021);Vice President, SBU President of CHVAC North America and EMEA (September 2017 to December 2019) | | |
| | | | | | | | | | | | | | | |
| Air conditioners | | | | | | Large commercial unitary | | |
| Air exchangers | | | | | | Light commercial unitary | | |
| Chillers | | | | | | Repair and maintenance services | | |
| Coils and condensers | | | | | | Rental services | | |
| Control systems | | | | | | Residential Hybrid Heating Solutions | | |
| Dehumidifiers | | | | | | Service agreements | | |
| HVAC Performance-monitoring applications | | | | | | Variable refrigerant flow | | |
| Industrial refrigeration | | | | | | Ventilation | | |
Beginning in 2022, our backlog figures include additional revenue streams due to increased lead times.
During the year ended December 31, 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 product, which we are proactively managing.
Separation of Industrial Segment Businesses
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, 2020 (Spin-off Shareholders).
Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Ingersoll Rand.
Upon close of the Transaction, the Spin-off Shareholders received 50.1% of the shares of Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver shareholders retained 49.9% of the shares of Ingersoll Rand on a fully diluted basis.
As a result, the Spin-off 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, 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.
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.
- Bridging Connections – a safe forum created to allow our employees to speak from the heart about a variety of topics without fear of retribution.
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.
Employees in multiple locations donated hundreds of hours assembling literacy backpacks with three new STEM-themed books and bookmarks for more than 11,000 elementary school students around the U.S. Our definition of the term community also includes our own colleagues and this year, we were honored to be able to provide relief grant support to nearly 800 employees in Puerto Rico who were impacted by Hurricane Ivan.
- Introducing a series of conversations with team members around the world to share their stories related to mental health to address stigma and promote a culture that encourages and supports open discussion about mental health issues.
- Enhanced parental leave programs; and
- Tuition assistance to support the ongoing growth and development of our employees.
In response to the pandemic, we continue to monitor, track, update and implement our COVID-19 guidance based on World Health Organization (WHO), U.S. and European Centers for Disease Control and Prevention and other local or country specific guidelines.
We completed over 35,000 observations of our service technicians and manufacturing employees to ensure all employees were following safe work practices and COVID-19 protocols.
In addition, we reviewed and updated our Automatic External Defibrillator program so that locations globally can respond to sudden cardiac arrest emergencies.
An excerpt. Shown here: 40 of 80 rewritten, all 32 added and all 37 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Cover and table of contents
32 rewritten, 4 added, 1 removed, 117 unchanged
For the fiscal year ended December 31, [removed: 2022][added: 2023]
The aggregate market value of ordinary shares held by nonaffiliates on June 30, [removed: 2022] [added: 2023] was [removed: approximately $30.0] [added: $43.6] 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: 3, 2023] [added: 2, 2024] was [removed: 229,074,725.][added: 227,072,224.]
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: 1, 2023] [added: 6, 2024] are incorporated by reference into Part II and Part III of this Form 10-K.
| Part I | | | Item 1. | | | [removed: [Business](#i82ccecdb6eb74570930926a707415542_16)] [added: [Business](#i59f548dee78e46c5baaa642277b0c7d3_16)] | | | [removed: [4](#i82ccecdb6eb74570930926a707415542_16)] [added: [4](#i59f548dee78e46c5baaa642277b0c7d3_16)] | | |
| | | | Item 1A. | | | [Risk [removed: Factors](#i82ccecdb6eb74570930926a707415542_19)] [added: Factors](#i59f548dee78e46c5baaa642277b0c7d3_19)] | | | [removed: [13](#i82ccecdb6eb74570930926a707415542_19)] [added: [13](#i59f548dee78e46c5baaa642277b0c7d3_19)] | | |
| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i82ccecdb6eb74570930926a707415542_22)] [added: Comments](#i59f548dee78e46c5baaa642277b0c7d3_22)] | | | [removed: [23](#i82ccecdb6eb74570930926a707415542_22)] [added: [24](#i59f548dee78e46c5baaa642277b0c7d3_22)] | | |
| | | | Item 2. | | | [removed: [Properties](#i82ccecdb6eb74570930926a707415542_25)] [added: [Properties](#i59f548dee78e46c5baaa642277b0c7d3_25)] | | | [removed: [24](#i82ccecdb6eb74570930926a707415542_25)] [added: [26](#i59f548dee78e46c5baaa642277b0c7d3_25)] | | |
| | | | Item 3. | | | [Legal [removed: Proceedings](#i82ccecdb6eb74570930926a707415542_28)] [added: Proceedings](#i59f548dee78e46c5baaa642277b0c7d3_28)] | | | [removed: [24](#i82ccecdb6eb74570930926a707415542_28)] [added: [26](#i59f548dee78e46c5baaa642277b0c7d3_28)] | | |
| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i82ccecdb6eb74570930926a707415542_31)] [added: Disclosures](#i59f548dee78e46c5baaa642277b0c7d3_31)] | | | [removed: [24](#i82ccecdb6eb74570930926a707415542_31)] [added: [26](#i59f548dee78e46c5baaa642277b0c7d3_31)] | | |
| Part II | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i82ccecdb6eb74570930926a707415542_37)] [added: Securities](#i59f548dee78e46c5baaa642277b0c7d3_37)] | | | [removed: [25](#i82ccecdb6eb74570930926a707415542_37)] [added: [27](#i59f548dee78e46c5baaa642277b0c7d3_37)] | | |
| | | | Item 6. | | | [removed: [\[Reserved\]](#i82ccecdb6eb74570930926a707415542_40)] [added: [\[Reserved\]](#i59f548dee78e46c5baaa642277b0c7d3_40)] | | | [removed: [26](#i82ccecdb6eb74570930926a707415542_40)] [added: [29](#i59f548dee78e46c5baaa642277b0c7d3_40)] | | |
| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i82ccecdb6eb74570930926a707415542_43)] [added: Operations](#i59f548dee78e46c5baaa642277b0c7d3_43)] | | | [removed: [27](#i82ccecdb6eb74570930926a707415542_43)] [added: [30](#i59f548dee78e46c5baaa642277b0c7d3_43)] | | |
| | | | Item 7A. | | | [Quantitative and Qualitative Disclosure About Market [removed: Risk](#i82ccecdb6eb74570930926a707415542_61)] [added: Risk](#i59f548dee78e46c5baaa642277b0c7d3_61)] | | | [removed: [42](#i82ccecdb6eb74570930926a707415542_61)] [added: [47](#i59f548dee78e46c5baaa642277b0c7d3_61)] | | |
| | | | Item 8. | | | [Financial [removed: Statements](#i82ccecdb6eb74570930926a707415542_64)] [added: Statements](#i59f548dee78e46c5baaa642277b0c7d3_64)] | | | [removed: [43](#i82ccecdb6eb74570930926a707415542_64)] [added: [48](#i59f548dee78e46c5baaa642277b0c7d3_64)] | | |
| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i82ccecdb6eb74570930926a707415542_67)] [added: Disclosure](#i59f548dee78e46c5baaa642277b0c7d3_67)] | | | [removed: [43](#i82ccecdb6eb74570930926a707415542_67)] [added: [48](#i59f548dee78e46c5baaa642277b0c7d3_67)] | | |
| | | | Item 9A. | | | [Controls and [removed: Procedures](#i82ccecdb6eb74570930926a707415542_70)] [added: Procedures](#i59f548dee78e46c5baaa642277b0c7d3_70)] | | | [removed: [43](#i82ccecdb6eb74570930926a707415542_70)] [added: [48](#i59f548dee78e46c5baaa642277b0c7d3_70)] | | |
| | | | Item 9B. | | | [Other [removed: Information](#i82ccecdb6eb74570930926a707415542_73)] [added: Information](#i59f548dee78e46c5baaa642277b0c7d3_73)] | | | [removed: [43](#i82ccecdb6eb74570930926a707415542_73)] [added: [49](#i59f548dee78e46c5baaa642277b0c7d3_73)] | | |
| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i82ccecdb6eb74570930926a707415542_76)] [added: Inspections](#i59f548dee78e46c5baaa642277b0c7d3_76)] | | | [removed: [43](#i82ccecdb6eb74570930926a707415542_76)] [added: [49](#i59f548dee78e46c5baaa642277b0c7d3_76)] | | |
| Part III | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i82ccecdb6eb74570930926a707415542_82)] [added: Governance](#i59f548dee78e46c5baaa642277b0c7d3_82)] | | | [removed: [44](#i82ccecdb6eb74570930926a707415542_82)] [added: [49](#i59f548dee78e46c5baaa642277b0c7d3_82)] | | |
| | | | Item 11. | | | [Executive [removed: Compensation](#i82ccecdb6eb74570930926a707415542_85)] [added: Compensation](#i59f548dee78e46c5baaa642277b0c7d3_85)] | | | [removed: [44](#i82ccecdb6eb74570930926a707415542_85)] [added: [49](#i59f548dee78e46c5baaa642277b0c7d3_85)] | | |
| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i82ccecdb6eb74570930926a707415542_88)] [added: Matters](#i59f548dee78e46c5baaa642277b0c7d3_88)] | | | [removed: [44](#i82ccecdb6eb74570930926a707415542_88)] [added: [49](#i59f548dee78e46c5baaa642277b0c7d3_88)] | | |
| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i82ccecdb6eb74570930926a707415542_91)] [added: Independence](#i59f548dee78e46c5baaa642277b0c7d3_91)] | | | [removed: [44](#i82ccecdb6eb74570930926a707415542_91)] [added: [49](#i59f548dee78e46c5baaa642277b0c7d3_91)] | | |
| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i82ccecdb6eb74570930926a707415542_94)] [added: Services](#i59f548dee78e46c5baaa642277b0c7d3_94)] | | | [removed: [44](#i82ccecdb6eb74570930926a707415542_94)] [added: [49](#i59f548dee78e46c5baaa642277b0c7d3_94)] | | |
| Part IV | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i82ccecdb6eb74570930926a707415542_100)] [added: Schedules](#i59f548dee78e46c5baaa642277b0c7d3_100)] | | | [removed: [45](#i82ccecdb6eb74570930926a707415542_100)] [added: [50](#i59f548dee78e46c5baaa642277b0c7d3_100)] | | |
| | | | Item 16. | | | [Form 10-K [removed: Summary](#i82ccecdb6eb74570930926a707415542_106)] [added: Summary](#i59f548dee78e46c5baaa642277b0c7d3_106)] | | | [removed: [55](#i82ccecdb6eb74570930926a707415542_106)] [added: [62](#i59f548dee78e46c5baaa642277b0c7d3_106)] | | |
| | | | [removed: [Signatures](#i82ccecdb6eb74570930926a707415542_109)] [added: [Signatures](#i59f548dee78e46c5baaa642277b0c7d3_109)] | | | | | | [removed: [56](#i82ccecdb6eb74570930926a707415542_109)] [added: [63](#i59f548dee78e46c5baaa642277b0c7d3_109)] | | |
These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “intend,” “strategy,” “plan,” [added: “potential,” “predict,” “target,”] “may,” [removed: "might",] [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.
- impacts of [added: global health crises, including] the COVID-19 [removed: global pandemic] [added: pandemic, and other epidemics, pandemics, or other contagious outbreaks] on our business operations, financial results and financial position and on the world economy;
- commodity [added: and raw material] shortages, supply chain risks and price increases;
- national and international conflict, including war, civil disturbances and terrorist acts, [removed: such as] [added: including] the Russia-Ukraine [removed: conflict;][added: conflict and other geopolitical hostilities;]
- competitive factors in the [removed: industries] [added: markets] in which we compete;
| 5.250% Senior Notes due 2033 | | | | | | TT33 | | | | | | New York Stock Exchange | | |
For the Fiscal Year Ended December 31, 2023
| | | | Item 1C. | | | [Cybersecurity](#i59f548dee78e46c5baaa642277b0c7d3_1663) | | | [24](#i59f548dee78e46c5baaa642277b0c7d3_1663) | | |
| | | | | | | | | | | | |
- health epidemics or pandemics or other contagious outbreaks;
Item 1C. CYBERSECURITY
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New section this year
We maintain a cybersecurity risk assessment program and framework as set forth in our cybersecurity policies and standards.
The foundation of our cybersecurity program is based on the National Institute of Standards and Technology ("NIST") Cybersecurity Framework, which includes a set of controls to prevent, detect, and respond to cybersecurity threats and incidents.
These controls include constant monitoring, log collection and analysis, threat hunting and intelligence surveillance, and regular vulnerability scans/penetration tests.
Additionally, in furtherance of assessing, identifying and managing material cybersecurity risks, we:
- Leverage technology solutions, including proactive detection tools, to protect our assets and detect threats in our environment;
- Perform regular internal assessments of our cybersecurity program against the NIST Cybersecurity Framework.
The results of these assessments are then reviewed and, based on such findings, action plans are developed and progress tracked through completion;
- Analyze both internal and external cybersecurity incidents and related threat intelligence to determine applicability to our environment and industry.
Findings from such analyses are then reviewed and utilized to create action plans where applicable and relevant to our environment and industry;
- Maintain an enterprise-wide disaster recovery governance program, which includes cybersecurity-related disaster recovery standards and compliance procedures related thereto;
- Regularly perform cybersecurity-related disaster recovery testing to ensure that the Company’s mission-critical systems are recoverable, in support of the business continuity needs of our various business lines; and
- Integrate each of our business and corporate groups with our internal cybersecurity team to ensure cybersecurity requirements are embedded into operating environments as appropriate, which drives business strategies, budgeting, and similar processes.
In addition, senior and executive management, as well as our Board of Directors, regularly review our financial planning processes for these areas, inclusive of our cybersecurity programs.
Any changes or additions to our cybersecurity risk assessment program and related practices and procedures described above in response to cybersecurity needs are reviewed by our executive management, Board of Directors and Audit Committee.
We regularly engage independent third-parties and auditors to assess our cybersecurity program and practices and assist in the mitigation of risk.
The effectiveness of our cybersecurity environment is regularly tested by internal personnel and these third-parties.
These assessments are performed in connection with standards and requirements under the Payment Card Industry (PCI) data security standard, Sarbanes-Oxley Act (SOX), and the U.S. Department of Defense, cybersecurity capability maturity benchmarking and voluntary certifications by us, such as the Service Organization Control Type 2 (SOC 2).
The results of these audits and assessments are promptly reviewed and enhancements are made to our cybersecurity program and practices based on such findings as appropriate.
We also maintain a cybersecurity third party risk management program which evaluates systems and applications hosted by external parties for cybersecurity risks and assesses the security posture and features of those services.
The program includes initial review, ongoing monitoring and contractual agreements with cybersecurity requirements to ensure third party services meet our standards for such providers, and the cybersecurity risks associated with the use of these services is acceptable.
Like other comparable-sized companies, our information technology systems, networks and infrastructure and technology embedded in certain of our control products have been and may continue to be vulnerable to cyber-attacks and unauthorized security intrusions.
These types of attacks may include computer viruses, malicious code, unauthorized access, phishing attempts, denial-of-service attacks, among others.
For more information about these and other cybersecurity risks faced by us, see Part IA, Item 1A, “Risk Factors - Risks Related to Cybersecurity and Technology.”
Our Board of Directors has ultimate oversight for risks relating to our cybersecurity program and practices and receives regular updates from our internal cybersecurity team on cybersecurity risks and threats.
In addition, our Audit Committee provides Board-level oversight for management’s actions with respect to practices, procedures and controls used to identify, assess and manage our key cybersecurity programs and risks.
We also maintain an Enterprise Risk Intelligence Committee (ERIC), a management-level cross-functional group designed to monitor and mitigate risks, including cybersecurity risks, that pose a threat to our strategic objectives.
The ERIC is charged with providing guidance and direction for integrating enterprise risk intelligence with important business processes, such as strategic planning, business forecasting, operational management, and investment allocation to ensure consistent consideration of risks in decision making.
Finally, we maintain an Enterprise Cybersecurity Governance Committee that presents updates on cybersecurity initiatives, known and emerging issues and risks, and program updates to a cross-section of our senior management.
Item 2. PROPERTIES
11 rewritten, 6 added, 6 removed, 15 unchanged
As of December 31, [removed: 2022,] [added: 2023,] we owned or leased approximately [removed: 28] [added: 29] million square feet of space worldwide.
Manufacturing and assembly operations are conducted in [removed: 38] [added: 39] plants across the world.
We also maintain various warehouses, [removed: offices] [added: offices, technology centers,] and repair centers throughout the world.
The locations by segment of our principal plant facilities at December 31, [removed: 2022] [added: 2023] were as follows:
| [removed: Brampton, Ontario] [added: Charlotte, North Carolina] | | | | | | Bari, Italy | | | | | | Taicang, China | | |
| [removed: Charlotte, North Carolina] [added: Clarksville, Tennessee] | | | | | | Charmes, France | | | | | | Wujiang, China | | |
| [removed: Fort Smith, Arkansas] [added: Hastings, Nebraska] | | | | | | King Abdullah Economic City, Saudi Arabia | | | | | | | | |
| [removed: Fremont, Ohio] [added: La Crosse, Wisconsin] | | | | | | Kolin, Czech Republic | | | | | | | | |
| Grand Rapids, Michigan | | | | | | [removed: Wittenberg, Germany] [added: Golbey, France] | | | | | | | | |
| Lynn Haven, Florida | | | | | | [added: Tribano, Italy] | | | | | | | | |
| Marietta, Ohio | | | | | | [added: Wittenberg, Germany] | | | | | | | | |
| Columbia, South Carolina | | | | | | Conselve, Italy | | | | | | Zhongshan, China | | |
| Fort Smith, Arkansas | | | | | | Essen, Germany | | | | | | | | |
| Fremont, Ohio | | | | | | Galway, Ireland | | | | | | | | |
| Greenville, South Carolina | | | | | | Jettingen-Scheppach, Germany | | | | | | | | |
| Noblesville, Indiana | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Clarksville, Tennessee | | | | | | Essen, Germany | | | | | | Zhongshan, China | | |
| Columbia, South Carolina | | | | | | Galway, Ireland | | | | | | | | |
| Curitiba, Brazil | | | | | | Golbey, France | | | | | | | | |
| Fairlawn, New Jersey | | | | | | Jettingen-Scheppach, Germany | | | | | | | | |
| Hastings, Nebraska | | | | | | | | | | | | | | |
| La Crosse, Wisconsin | | | | | | | | | | | | | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
10 rewritten, 29 added, 8 removed, 11 unchanged
As of February [removed: 3, 2023,] [added: 2, 2024,] the approximate number of record holders of ordinary shares was [removed: 2,428.][added: 2,315.]
The following table provides information with respect to purchases [removed: by us] of our ordinary shares during the quarter ended December 31, [removed: 2022:][added: 2023:]
In February [removed: 2021,] [added: 2022,] our Board of Directors authorized the repurchase of up to [removed: $2.0] [added: $3.0] billion of our ordinary shares [removed: under a new share repurchase program (2021] [added: (2022] Authorization).
During the fourth quarter of [removed: 2022,] [added: 2023,] we repurchased [removed: and canceled $300.0] [added: approximately $209] million of our ordinary [removed: shares] [added: shares, consistent with our capital allocation strategy,] leaving [removed: approximately $200 million] [added: $2.5 billion] remaining under the [removed: 2021] [added: 2022] Authorization as of December 31, [removed: 2022.][added: 2023.]
(b) We may also reacquire shares outside of the repurchase program from time to time in connection with the surrender of shares to cover taxes on vesting of [removed: share based] [added: share-based] awards.
We reacquired [removed: 154] [added: 335] shares in October and [removed: 632] [added: 320] 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: 2022.][added: 2023.]
The graph assumes an investment of $100 in our ordinary [removed: shares (adjusted for the Transaction),] [added: shares,] the Standard & Poor’s 500 Stock Index and the Standard & Poor’s 500 Industrial Index on December 31, [removed: 2017] [added: 2018] and assumes the reinvestment of dividends.
[removed: ][added: ]
| Company/Index | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]
| October 1 - October 31 | | | | | | 454.1 | | | | | | $ | 198.69 | | | | | 453.8 | | | | | | $ | 2,649,773 | |
| November 1 - November 30 | | | | | | 186.7 | | | | | | 226.59 | | | | | | 186.7 | | | | | | 2,607,465 | | |
| December 1 - December 31 | | | | | | 326.9 | | | | | | 235.53 | | | | | | 326.6 | | | | | | 2,530,541 | | |
| Total | | | | | | 967.7 | | | | | | $ | 216.52 | | | | | 967.1 | | | | | | | | |
Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 under the Exchange Act.
Securities Trading Plans of Directors and Executive Officers
Our director compensation program, which consists of an annual cash retainer and grant of restricted stock units (RSUs), is designed to compensate non-employee directors fairly for work required for a company of our size and scope and to align their interests with the long-term interests of our shareholders.
Similarly, a portion of the compensation of our executive officers is delivered in the form of our Long-Term Incentive Program (LTI), which is comprised of stock options, RSUs and performance share units (PSUs).
We believe compensating our directors and executive officers with a mix of equity-based awards effectively links compensation to long-term shareholder value creation, Environmental, Social, and Governance (ESG), and financial results.
Subject to the satisfaction of our share ownership requirements, our directors and executive officers may, from time to time, engage in transactions to sell some of the shares granted to them as part of our director and executive compensation programs after such shares vest following the expiration of any time-based restrictions or achievement of certain pre-established performance goals.
In addition, our directors and executive officers may also, from time to time, engage in other transactions involving our securities, which may entail the purchase or sale of our common stock outside of these compensation programs on an open-market basis.
All transactions in our securities by our directors and executive officers must occur in accordance with our Insider Trading Policy, which, among other things, requires that such transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information.
Rule 10b5-1 of the Securities Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information.
Our insider trading policy permits our directors and executive officers to enter trading plans designed to prearrange transactions in our securities in accordance with Rule 10b5-1.
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors and executive officers during the fourth quarter of 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name and Title | | | | | | Action | | | | | | Date of Action | | | | | | Scheduled Expiration Date(1) | | | | | | Aggregate Number of Securities to be Purchased or Sold(2) | | |
| David S. Regnery *Chair and Chief Executive Officer* | | | | | | Adopt | | | | | | 11/14/2023 | | | | | | 5/13/2024 | | | | | | Sale of up to 19,772(3) shares of common stock | | |
| Christopher J. Kuehn *Executive Vice President and Chief Financial Officer* | | | | | | Adopt | | | | | | 11/14/2023 | | | | | | 5/13/2024 | | | | | | Sale of up to 10,699(4) shares of common stock | | |
(1) In each case a trading plan may also expire prior to the scheduled expiration date if all transactions under the trading plan are completed before the scheduled expiration date.
(2) Aggregate number of shares in this column includes shares that may be forfeited or withheld to satisfy exercise price and tax obligations at the time of vesting.
(3) This figure includes a grant of 8,727 unvested PSUs that are expected to vest during the term of the Rule 10b5-1 trading plans, which are assumed to vest at 100% of the target award amount.
The actual number of PSUs that may vest can vary between 0% - 200% of the target award amount, subject to the achievement of certain performance conditions as set forth in the PSU award agreement.
(4) This figure includes a grant of 6,713 unvested PSUs that are expected to vest during the term of the Rule 10b5-1 trading plans, which are assumed to vest at 100% of the target award amount.
The actual number of PSUs that may vest can vary between 0% - 200% of the target award amount, subject to the achievement of certain performance conditions as set forth in the PSU award agreement.
| Trane Technologies | | | 100 | | | 148 | | | 213 | | | 300 | | | 254 | | | 374 | | |
| S&P 500 | | | 100 | | | 131 | | | 156 | | | 200 | | | 164 | | | 207 | | |
| S&P 500 Industrials Index | | | 100 | | | 129 | | | 144 | | | 174 | | | 164 | | | 194 | | |
| 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 | | |
| S&P 500 Industrials Index | | | 100 | | | 87 | | | 112 | | | 124 | | | 151 | | | 142 | | |
Item 8. FINANCIAL STATEMENTS
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(a)The following Consolidated Financial Statements and the report thereon of PricewaterhouseCoopers LLP dated February [removed: 10, 2023,] [added: 8, 2024,] 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: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]
Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]
Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]
Consolidated Statements of Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]
Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]
Item 9A. CONTROLS AND PROCEDURES
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Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]
Management concluded that based on its assessment, the Company's internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]
The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 2 unchanged
Election of Directors”, “Delinquent Section 16(a) Reports” and “Corporate Governance” in our definitive proxy statement for the [removed: 2023] [added: 2024] annual general meeting of shareholders [removed: (2023] [added: (2024] Proxy Statement).
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
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,” “Human Resources and Compensation Committee Report” and “Human Resources and Compensation Committee Interlocks and Insider Participation” in our [removed: 2023] [added: 2024] Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
1 rewritten, 0 added, 0 removed, 1 unchanged
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: 2023] [added: 2024] Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2023] [added: 2024] Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
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: 2023] [added: 2024] Proxy Statement.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
59 rewritten, 34 added, 2 removed, 160 unchanged
| [removed: 4.14] [added: 4.15] | | | | | | [Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex41.htm) | | | | | | Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014 | | |
| [removed: 4.15] [added: 4.16] | | | | | | [First Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 2.625% Senior Notes due 2020.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex42.htm) | | | | | | Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | | |
| [removed: 4.16] [added: 4.17] | | | | | | [Second Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 3.550% Senior Notes due 2024.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex43.htm) | | | | | | Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | | |
| [removed: 4.17] [added: 4.18] | | | | | | [Third Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 4.650% Senior Notes due 2044.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex44.htm) | | | | | | Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | | |
| [removed: 4.18] [added: 4.19] | | | | | | [Fourth Supplemental Indenture, dated as of December 18, 2015, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company, Ingersoll-Rand Global Holding Company Limited, and Ingersoll-Rand Lux International Holding Company S.à.r.l. as guarantors, and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000319/ex427-fourthsupplementalin.htm) | | | | | | Incorporated by reference to Exhibit 4.27 to the Company's Form 10-K for the fiscal year ended 2015 (File No. 001-34400) filed with the SEC on February 12, 2016. | | |
| [removed: 4.19] [added: 4.20] | | | | | | [Fifth Supplemental Indenture, dated as of April 5, 2016, by and among Ingersoll-Rand Luxembourg Finance S.A., as Issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand Company, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company, as guarantors, and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625817000053/ex425-fifthsupplementalind.htm) | | | | | | Incorporated by reference to Exhibit 4.25 to the Company’s Form 10-K for the fiscal year ended 2016 (File No. 001-34400) filed with the SEC on February 13, 2017. | | |
| [removed: 4.20] [added: 4.21] | | | | | | [Sixth Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., and the Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit419-2014indenturexs.htm) | | | | | | Incorporated by reference to Exhibit 4.19 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 4.21] [added: 4.22] | | | | | | [Seventh Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Global Holding Company Limited, Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC, and the Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit420-2014indenturexs.htm) | | | | | | Incorporated by reference to Exhibit 4.20 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 4.22] [added: 4.23] | | | | | | [Eighth Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Global Holding Company Limited, Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC, and the Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit421-2014indenturexe.htm) | | | | | | Incorporated by reference to Exhibit 4.21 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 4.23] [added: 4.24] | | | | | | [Ninth Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Global Holding Company Limited, Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC, and the Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit422-2014indenturexn.htm) | | | | | | Incorporated by reference to Exhibit 4.22 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 4.24] [added: 4.25] | | | | | | [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) | | | | | | 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. | | |
| [removed: 4.25] [added: 4.27] | | | | | | [Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit41-irx2018baseinden.htm) | | | | | | Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | | |
| [removed: 4.26] [added: 4.28] | | | | | | [First Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 2.900% Senior Notes due 2021.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit42-february21x2018.htm) | | | | | | Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | | |
| [removed: 4.27] [added: 4.29] | | | | | | [Second Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.750% Senior Notes due 2028.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit44-february21x2018.htm) | | | | | | Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | | |
| [removed: 4.28] [added: 4.30] | | | | | | [Third Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 4.300% Senior Notes due 2048.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit46-february21x2018.htm) | | | | | | Incorporated by reference to Exhibit 4.6 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | | |
| [removed: 4.29] [added: 4.31] | | | | | | [Fourth Supplemental Indenture, dated as of March 21, 2019, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.500% Senior Notes due 2026.](http://www.sec.gov/Archives/edgar/data/1466258/000146625819000123/exhibit41-irbondfourthsupp.htm) | | | | | | Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2019. | | |
| [removed: 4.30] [added: 4.32] | | | | | | [Fifth Supplemental Indenture, dated as of March 21, 2019, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.800% Senior Notes due 2029.](http://www.sec.gov/Archives/edgar/data/1466258/000146625819000123/exhibit43-irbondfifthsuppi.htm) | | | | | | Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2019. | | |
| [removed: 4.31] [added: 4.33] | | | | | | [Sixth Supplemental Indenture, dated as of March 21, 2019, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 4.500% Senior Notes due 2049.](http://www.sec.gov/Archives/edgar/data/1466258/000146625819000123/exhibit45-irbondsixthsuppi.htm) | | | | | | Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2019. | | |
| [removed: 4.32] [added: 4.34] | | | | | | [Seventh Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Company, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc. and Wells Fargo Bank, National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit430-2018indenturexs.htm) | | | | | | Incorporated by reference to Exhibit 4.30 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 4.33] [added: 4.35] | | | | | | [Eighth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC and Wells Fargo Bank, National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit431-2018indenturexe.htm) | | | | | | Incorporated by reference to Exhibit 4.31 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 4.34] [added: 4.36] | | | | | | [Ninth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC and Wells Fargo Bank, National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit432-2018indenturexn.htm) | | | | | | Incorporated by reference to Exhibit 4.32 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 4.35] [added: 4.37] | | | | | | [Tenth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC and Wells Fargo Bank, National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit433-2018indenturext.htm) | | | | | | Incorporated by reference to Exhibit 4.33 to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 4.36] [added: 4.38] | | | | | | [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) | | | | | | 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: 4.37] [added: 4.44] | | | | | | [Description of Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/exhibit437descriptionofreg.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/exhibit444descriptionofreg.htm)] | | | | | | Filed herewith. | | |
| [removed: 10.1*] [added: 10.13*] | | | | | | [removed: [Form of Global] [added: [Trane Technologies Incentive] Stock [removed: Option Award Agreement (February 2021).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit101-globaloptionagr.htm)] [added: 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 [removed: 10.1] [added: 10.9] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 10.2*] [added: 10.14*] | | | | | | [removed: [Form of Global Restricted] [added: [Trane Technologies Incentive] Stock [removed: Unit Award Agreement (February 2021).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit102-globalrsuagreem.htm)] [added: 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 [removed: 10.2] [added: 10.10] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 10.3*] [added: 10.17*] | | | | | | [removed: [Form of Global Performance] [added: [Trane Technologies Director Deferred Compensation and] Stock [removed: Unit] Award [removed: Agreement (February 2021).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1032021-2023globalp.htm)] [added: 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 [removed: 10.3] [added: 10.13] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 10.6] [added: 10.8] | | | | | | [Credit Agreement dated April 25, 2022 among Trane Technologies Holdco Inc., Trane Technologies Global Holding Company Limited and Trane Technologies Financing Limited, Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, 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 USA, MUFG Bank, 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 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 April 28, 2022. | | |
| [removed: 10.7] [added: 10.11] | | | | | | [Deed Poll Indemnity of Trane Technologies plc dated August 2, 2022](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000172/ex101-deedpollindemnityoft.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Q2 2022 Form 10-Q (File No. 001-34400) filed with the SEC on August 3, 2022. | | |
| [removed: 10.8] [added: 10.12] | | | | | | [Deed Poll Indemnity of Trane Technologies Lux International Holding company S.à r.l. dated August 2, 2022](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000172/ex102-deedpollindemnityoft.htm) | | | | | | Incorporated by reference to Exhibit 10.2 to the Company’s Q2 2022 Form 10-Q (File No. 001-34400) filed with the SEC on August 3, 2022. | | |
| [removed: 10.9*] [added: 10.18*] | | | | | | [Trane Technologies [removed: Incentive] [added: Director Deferred Compensation and] Stock [added: Award] Plan [removed: of 2013 (amended] [added: II (as amended] and restated [removed: as of] [added: effective] March 2, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit109-2013isp.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1014-directordeferr.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.9] [added: 10.14] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 10.10*] [added: 10.22*] | | | | | | [Trane Technologies [removed: Incentive Stock] [added: Supplemental Pension] Plan [removed: of 2018 (amended] [added: (Amended] and [removed: restated as of March 2, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1010-2018isp.htm)] [added: Restated Effective May 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1018-supplementalpe.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.10] [added: 10.18] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 10.11*] [added: 10.15*] | | | | | | [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: 10.12*] [added: 10.16*] | | | | | | [Trane Technologies Executive Deferred Compensation Plan II (as amended and restated effective May 4, 2020).](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit1013executivedeferr.htm) | | | | | | Incorporated by reference to Exhibit 10.13 to the Company’s 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022. | | |
| [removed: 10.13*] [added: 10.23*] | | | | | | [Trane Technologies [removed: Director Deferred Compensation and Stock Award] [added: Supplemental Pension] Plan [removed: (as amended] [added: II (Amended] and [removed: restated effective March 2, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1013-directordeferr.htm)] [added: Restated Effective May 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1019-supplementalpe.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.13] [added: 10.19] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 10.14*] [added: 10.19*] | | | | | | [Trane Technologies [removed: Director Deferred Compensation and Stock Award] [added: Supplemental Employee Savings] Plan [removed: II (as amended] [added: (amended] and restated effective [removed: March 2, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1014-directordeferr.htm)] [added: May 4, 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1015-supplementalem.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.14] [added: 10.15] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 10.15*] [added: 10.20*] | | | | | | [Trane Technologies Supplemental Employee Savings Plan [removed: (amended] [added: II (effective January 1, 2005] and [added: amended and] restated [removed: effective] [added: through] May 4, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1015-supplementalem.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1016-supplementalem.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.15] [added: 10.16] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 10.16*] [added: 10.24*] | | | | | | [Trane Technologies [added: Elected Officers] Supplemental [removed: Employee Savings] Plan [removed: II (effective] [added: (Effective] January 1, 2005 and [removed: amended] [added: Amended] and [removed: restated through](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1016-supplementalem.htm) [May] [added: Restated effective May] 4, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1016-supplementalem.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1020-electedofficer.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.16] [added: 10.20] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| [removed: 10.17*] [added: 10.21*] | | | | | | [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: 10.18*] [added: 10.31*] | | | | | | [removed: [Trane Technologies Supplemental Pension Plan (Amended] [added: [Amended] and Restated [removed: Effective] [added: Major Restructuring Severance Plan (as amended and restated effective] May 4, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1018-supplementalpe.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit1027-majorrestructu.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 10.18] [added: 10.27] to the Company’s 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | |
| 1.1 | | | | | | [Underwriting Agreement, dated as of February 16, 2023, by and among Trane Technologies Financing Limited, as issuer, Trane Technologies plc, Trane Technologies Global Holding Company Limited, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC and Trane Technologies HoldCo Inc., as guarantors, and BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters.](https://www.sec.gov/Archives/edgar/data/1466258/000119312523060037/d469671dex11.htm) | | | | | | Incorporated by reference to Exhibit 1.1 to the Company’s 2023 Form 8-K (File No. 001-34400) filed with the SEC on March 3, 2023. | | |
| 4.14 | | | | | | [Thirteenth Supplemental Indenture, dated as of November 20, 2023, by and among Trane Technologies HoldCo Inc., Trane Technologies Company LLC, Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company,Trane Technologies Financing Limited, Trane Technologies Americas Holding Corporation, and Trane Technologies Global Holdin](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex414thirteenthsupplementa.htm)[g](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex414thirteenthsupplementa.htm) [II Company Limited, and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex414thirteenthsupplementa.htm) | | | | | | Filed herewith. | | |
| 4.26 | | | | | | [Eleventh Supplemental Indenture dated as of November 20, 2023, by and among Trane Technologies Financing Limited, Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC, Trane Technologies Americas Holding Corporation, and Trane Technologies Global Holding II Company Limited, and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex426eleventhsupplementali.htm) | | | | | | Filed herewith. | | |
| 4.39 | | | | | | [T](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex439twelfthsupplementalin.htm)[welfth Supplement](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex439twelfthsupplementalin.htm)[al Indenture dated as of November 20,](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex439twelfthsupplementalin.htm) [2023, by and among](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex439twelfthsupplementalin.htm) [Trane Technologies Financing Limited, Trane Tech](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex439twelfthsupplementalin.htm)[nologies plc, Trane Technologies Lux International Holding Company](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex439twelfthsupplementalin.htm) [S.à r.l.,](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex439twelfthsupplementalin.htm) [Trane Technologies Irish Holding Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC, Trane Technologies Americas Holding Corporation, and Trane Technologies Global Holding II Company Limited, and Computershare Trust Company, N.A. a](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex439twelfthsupplementalin.htm)[cting as Trustee.](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex439twelfthsupplementalin.htm) | | | | | | Filed herewith. | | |
| 4.41 | | | | | | [Indenture, dated as of March 3, 2023, by and among Trane Technologies Financing Limited, as issuer, Trane Technologies plc, Trane Technologies Global Holding Company Limited, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC and Trane Technologies HoldCo Inc., as guarantors, and Computershare Trust Company, N.A., as Trustee, relating to the 5.250% Senior Notes due 2033.](https://www.sec.gov/Archives/edgar/data/1466258/000119312523060037/d469671dex41.htm) | | | | | | Incorporated by reference to Exhibit 4.1 to the Company’s 2023 Form 8-K (File No. 001-34400) filed with the SEC on March 3, 2023. | | |
| 4.42 | | | | | | [Supplemental Indenture, dated as of March 3, 2023, by and among Trane Technologies Financing Limited, as issuer, Trane Technologies plc, Trane Technologies Global Holding Company Limited, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC and Trane Technologies HoldCo Inc., as guarantors, and Computershare Trust Company, N.A., as Trustee, relating to the 5.250% Senior Notes due 2033.](https://www.sec.gov/Archives/edgar/data/1466258/000119312523060037/d469671dex42.htm) | | | | | | Incorporated by reference to Exhibit 4.2 to the Company’s 2023 Form 8-K (File No. 001-34400) filed with the SEC on March 3, 2023. | | |
| 4.43 | | | | | | [Second Supplemental Indenture, dated as of](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[November 20, 2023, by and among Trane](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Technologies Financing Limited, as issuer, Trane](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Technologies plc, Trane Technologies Global](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Holding Company Limited, Trane Technologies](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Lux International](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [H](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[olding Company S.à r.l., Trane](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Technologies Irish Holdings Unlimited Company,](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Trane Technologies Company LLC and Trane](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Technologies HoldCo Inc., as guarantors, Trane](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Technologies Americas Holding Corporation and](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Trane Technologies Global Holding II Company](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Limited, as New Guarantors and Computershare](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[Trust Company, N.A., as Trustee, relating to the](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) [](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm)[5.250% Senior Notes due 2033.](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex443secondsupplementalind.htm) | | | | | | Filed herewith. | | |
| 10.1* | | | | | | [Form of Global Stock Option Award Agreement (February 2024).](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex101globaloptionagreement.htm) | | | | | | Filed herewith | | |
| 10.2* | | | | | | [Form of Global Restricted Stock Unit Award Agreement (February 2024).](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex102globalrsuagreementfeb.htm) | | | | | | Filed herewith | | |
| 10.3* | | | | | | [Form of Global Performance Stock Unit Award Agreement (February 2024).](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex103globalpsuagreementfeb.htm) | | | | | | Filed herewith | | |
| 10.6 | | | | | | [S](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[ec](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[ond Amendment](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm) [dated as of September 20, 2023 dated as of September 20, 2023, to the C](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[redit Agreement](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm) [dated as of June 18, 2021 (as amended by that First Amendment dated as of June 30, 2022, the “Existing Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”), among T](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[rane Technologies Hold](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[c](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[o Inc.](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[, a Delaware corporation (“Trane Holdco”), T](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[rane Technologies Globa](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[l Holding Company Limited](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[, a Delaware corporation (“Trane Global”), T](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[rane Technologies Financing Limited](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm)[.](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2021.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to the Company's Q3 2023 Form 10-Q (file No. 001-34400) filed with the SEC on November 1, 2023. | | |
| 10.7 | | | | | | [Consent and Third Amendment dated as of November 20, 2023, to the Credit Agreement dated as of June 18, 2021, among Trane Technologies Holdco Inc., Trane Technologies Global Holding Company Limited, and Trane Technologies Financing Limited, as Borrowers; Trane Technologies PLC, as Guarantor; and JPMorgan Chase Bank N.A. as Administrative Agent.](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex107thirdamendment2021cre.htm) | | | | | | Filed herewith. | | |
| 10.9 | | | | | | [First Amendment dated as of September 20, 2023 September 20, 2023, to the Credit Agreement dated as of April 25, 2022 (the “Existing Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”), among Trane Technologies Hold](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2022.htm)[c](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2022.htm)[o Inc., a Delaware corporation (“Trane Holdco”), Trane Technologies Global Holding Company Limited, a Delaware corporation (“Trane Global”), Trane Technologies Financing Limited.](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000209/trane-amendment2022.htm) | | | | | | Incorporated by reference to Exhibit 10.2 to the Company's Q3 2023 Form 10-Q (file No. 001-34400) filed with the SEC on November 1, 2023. | | |
| 10.10 | | | | | | [Consent and Second Amendment dated as of November 20, 2023, to the Credit Agreement dated as of April 25, 2022, among Trane Technologies Holdco Inc., Trane Technologies Global Holding Company Limited, Trane Technologies Financing Limited, as Borrowers; Trane Technologies PLC, as Guarantor; and JPMorgan Chase Bank N.A. as Administrative Agent.](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex1010secondamendment2022c.htm) | | | | | | Filed herewith. | | |
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| 97.1 | | | | | | [Trane Technologies plc](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex971plcclawbackpolicy.htm) [C](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex971plcclawbackpolicy.htm)[la](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex971plcclawbackpolicy.htm)[w](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex971plcclawbackpolicy.htm)[back](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex971plcclawbackpolicy.htm) [/ Recoupment](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex971plcclawbackpolicy.htm) [Policy](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex971plcclawbackpolicy.htm) | | | | | | Filed herewith. | | |
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| 97.2 | | | | | | [T](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex972ttfinancingclawbackpo.htm)[rane Technologies](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex972ttfinancingclawbackpo.htm) [Financing](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex972ttfinancingclawbackpo.htm) [Limited](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex972ttfinancingclawbackpo.htm) [Clawback / Recoupment Policy](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex972ttfinancingclawbackpo.htm) | | | | | | Filed herewith. | | |
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| 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. | | |
| 10.24* | | | | | | [Trane Inc. Deferred Compensation Plan (as Amended and Restated as of May 4, 2020).](https://www.sec.gov/Archives/edgar/data/1466258/000146625823000058/ex1024traneincdeferredcomp.htm) | | | | | | Filed herewith | | |
An excerpt. Shown here: 40 of 59 rewritten, all 34 added and all 2 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2023 filing and the FY2022 filing.
Item 16. FORM 10-K SUMMARY
583 rewritten, 238 added, 241 removed, 1,061 unchanged
| Date: | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ David S. Regnery | | | | | | Chair of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ Christopher J. Kuehn | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ Mark A. Majocha | | | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ Kirk E. Arnold | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ Ann C. Berzin | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ April Miller Boise | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ John [removed: Bruton] [added: A. Hayes] | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ Gary D. Forsee | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ Mark R. George | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ Linda P. Hudson | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ Myles P. Lee | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ Melissa N. Schaeffer | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| /s/ John P. Surma | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 8, 2024] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i82ccecdb6eb74570930926a707415542_115)] [added: Firm](#i59f548dee78e46c5baaa642277b0c7d3_115)] (PCAOB ID 238) | | | [removed: F-[2](#i82ccecdb6eb74570930926a707415542_115)] [added: F-[2](#i59f548dee78e46c5baaa642277b0c7d3_115)] | | |
| [Consolidated Statements of [removed: Earnings](#i82ccecdb6eb74570930926a707415542_118)] [added: Earnings](#i59f548dee78e46c5baaa642277b0c7d3_118)] | | | [removed: F-[4](#i82ccecdb6eb74570930926a707415542_118)] [added: F-[5](#i59f548dee78e46c5baaa642277b0c7d3_118)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i82ccecdb6eb74570930926a707415542_121)] [added: Income](#i59f548dee78e46c5baaa642277b0c7d3_121)] | | | [removed: F-[5](#i82ccecdb6eb74570930926a707415542_121)] [added: F-[6](#i59f548dee78e46c5baaa642277b0c7d3_121)] | | |
| [Consolidated Balance [removed: Sheets](#i82ccecdb6eb74570930926a707415542_124)] [added: Sheets](#i59f548dee78e46c5baaa642277b0c7d3_124)] | | | [removed: F-[6](#i82ccecdb6eb74570930926a707415542_124)] [added: F-[7](#i59f548dee78e46c5baaa642277b0c7d3_124)] | | |
| [Consolidated Statements of [removed: Equity](#i82ccecdb6eb74570930926a707415542_127)] [added: Equity](#i59f548dee78e46c5baaa642277b0c7d3_127)] | | | [removed: F-[7](#i82ccecdb6eb74570930926a707415542_127)] [added: F-[8](#i59f548dee78e46c5baaa642277b0c7d3_127)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i82ccecdb6eb74570930926a707415542_130)] [added: Flows](#i59f548dee78e46c5baaa642277b0c7d3_130)] | | | [removed: F-[8](#i82ccecdb6eb74570930926a707415542_130)] [added: F-[9](#i59f548dee78e46c5baaa642277b0c7d3_130)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i82ccecdb6eb74570930926a707415542_133)] [added: Statements](#i59f548dee78e46c5baaa642277b0c7d3_133)] | | | [removed: F-[9](#i82ccecdb6eb74570930926a707415542_133)] [added: F-[10](#i59f548dee78e46c5baaa642277b0c7d3_133)] | | |
We have audited the accompanying consolidated balance sheets of Trane Technologies plc and its subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022,] [added: 2023,] including the related notes (collectively referred to as the "consolidated financial statements").
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
As described in Notes 2 and 12 to the consolidated financial statements, the Company recognized [removed: $16.0] [added: $17.7] billion of consolidated revenue for the year ended December 31, [removed: 2022.][added: 2023.]
[removed: A] [added: The] 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.
To determine the transaction price, [added: management assesses] variable and [removed: non-cash] [added: noncash] consideration [removed: are assessed] as well as whether a significant financing component exists.
[removed: February 10, 2023][added: | | | | | | | 2023 | | |]
| For the years ended December 31, | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Products | | | | | | $ | [removed: 10,930.8] [added: 11,975.4] | | | | | $ | [removed: 9,498.8] [added: 10,930.8] | | | | | $ | [removed: 8,372.5] [added: 9,498.8] | |
| Services | | | | | | [removed: 5,060.9] [added: 5,702.2] | | | | | | [removed: 4,637.6] [added: 5,060.9] | | | | | | [removed: 4,082.2] [added: 4,637.6] | | |
| | | | | | | [removed: 15,991.7] [added: 17,677.6] | | | | | | [removed: 14,136.4] [added: 15,991.7] | | | | | | [removed: 12,454.7] [added: 14,136.4] | | |
| Cost of products sold | | | | | | [removed: (7,935.2)] [added: (8,414.2)] | | | | | | [removed: (6,843.1)] [added: (7,935.2)] | | | | | | [removed: (6,146.3)] [added: (6,843.1)] | | |
| Cost of services sold | | | | | | [removed: (3,091.7)] [added: (3,406.2)] | | | | | | [removed: (2,823.7)] [added: (3,091.7)] | | | | | | [removed: (2,505.0)] [added: (2,823.7)] | | |
| Selling and administrative expenses | | | | | | [removed: (2,545.9)] [added: (2,963.2)] | | | | | | [removed: (2,446.3)] [added: (2,545.9)] | | | | | | [removed: (2,270.6)] [added: (2,446.3)] | | |
| Operating income | | | | | | [removed: 2,418.9] [added: 2,894.0] | | | | | | [removed: 2,023.3] [added: 2,418.9] | | | | | | [removed: 1,532.8] [added: 2,023.3] | | |
| Interest expense | | | | | | [removed: (223.5)] [added: (234.5)] | | | | | | [removed: (233.7)] [added: (223.5)] | | | | | | [removed: (248.7)] [added: (233.7)] | | |
| /s/ Ana P. Assis | | | | | | Director | | | | | | February 8, 2024 | | |
| (Ana P. Assis) | | | | | | | | | | | | | | |
| (John A. Hayes) | | | | | | | | | | | | | | |
*Valuation of Certain Intangible Assets– Acquisitions of MTA S.p.A., Helmer Scientific Inc., and Nuvolo Technologies Corporation*
As described in Note 17 to the consolidated financial statements, during 2023, the Company completed the acquisitions of MTA S.p.A.
(MTA), Helmer Scientific Inc. (Helmer), and Nuvolo Technologies Corporation (Nuvolo).
The total purchase consideration for the MTA acquisition was $224.4 million, net of cash acquired.
Intangible assets fair value associated with the MTA acquisition totaled $93.3 million and primarily relate to customer relationships.
The total purchase consideration for the Helmer acquisition was $266.4 million, net of cash acquired.
Intangible assets fair value associated with the Helmer acquisition totaled $95.7 million and primarily related to customer relationships.
The total purchase price for the Nuvolo acquisition was expected to be $442.9 million, comprised of the upfront cash consideration of $352.6 million paid and the fair value of the contingent consideration arrangements at the acquisition date of $90.3 million.
Developed technology makes up a portion of the total intangibles assets fair value of $141.0 million associated with the Nuvolo acquisition.
The preliminary valuation of intangible assets related to the acquisitions of MTA, Helmer and Nuvolo was determined by management using an income approach methodology.
Management estimated a portion of the fair value of the customer relationships intangible assets using an excess earnings model and a portion using the with and without method.
Management estimated a portion of the fair value of the developed technology intangible asset using a relief from royalty approach and a portion using an excess earnings model.
Key assumptions include projected cash flows, including revenue growth rates and margins, customer attrition rates, royalty rates and discount rates attributable to each intangible asset.
The principal considerations for our determination that performing procedures relating to the valuation of certain intangible assets related to the acquisitions of MTA, Helmer, and Nuvolo is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the customer relationships acquired in the MTA and Helmer acquisitions, and developed technology acquired in the Nuvolo acquisition; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the margins and discount rates for the customer relationships and the revenue growth rates, margins, and discount rate for the developed technology; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to the
acquisition accounting, including controls over management’s valuation of customer relationships and developed technology acquired.
These procedures also included, among others (i) reading the purchase agreements; (ii) testing management’s process for developing the fair value estimates of the customer relationships acquired in the MTA and Helmer acquisitions and developed technology acquired in the Nuvolo acquisition; (iii) evaluating the appropriateness of the excess earnings models used by management; (iv) testing the completeness and accuracy of certain underlying data used in the excess earnings models; (v) and evaluating the reasonableness of significant assumptions used by management related to the margins and discount rates related to the customer relationships and the revenue growth rates, margins, and discount rate related to the developed technology.
Evaluating the reasonableness of management’s significant assumptions related to the margins related to the customer relationships and the revenue growth rates and margins related to the developed technology involved considering (i) the past performance of the acquired businesses, (ii) the consistency with external market and industry data, and (iii) 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 (i) the appropriateness of the excess earnings models and (ii) the reasonableness of the discount rate assumptions.
February 8, 2024
| For the years ended December 31, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
| Net earnings | | | | | | 2,041.7 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,023.9 | | | | | | — | | | | | | 17.8 | | | | | | | | |
| Repurchase of ordinary shares | | | | | | (669.3) | | | | | | (3.3) | | | | | | (3.3) | | | | | | — | | | | | | (142.1) | | | | | | (523.9) | | | | | | — | | | | | | — | | | | | | | | |
| Share-based compensation | | | | | | 61.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64.3 | | | | | | (2.7) | | | | | | — | | | | | | — | | | | | | | | |
| Balance at December 31, 2023 | | | | | | $ | 7,017.0 | | | | | $ | 251.7 | | | | | 251.7 | | | | | | $ | (1,719.4) | | | | | $ | — | | | | | $ | 9,133.7 | | | | | $ | (670.8) | | | | | $ | 21.8 | | | | | | | |
| For the years ended December 31, | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
| Net earnings | | | | | | $ | 2,041.7 | | | | | $ | 1,774.7 | | | | | $ | 1,436.6 | |
| Short-term borrowings (payments), net | | | | | | (1.9) | | | | | | — | | | | | | — | | |
| Proceeds from long-term debt | | | | | | 699.2 | | | | | | — | | | | | | — | | |
| Net proceeds from (payments of) debt | | | | | | (57.3) | | | | | | (9.6) | | | | | | (432.5) | | |
See Note 8, "Supplier Financing Arrangements" for more information regarding the Company's supplier financing program.
Accounting Pronouncements Issued but not yet Adopted
In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures (Topic 740)" (ASU 2023-09) which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.
Early adoption is permitted.
The Company is currently evaluating the guidance and its impact to the financial statements.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07) which requires public entities to disclose information about their reportable segments' oversight and significant expenses on an interim and annual basis.
| (John Bruton) | | | | | | | | | | | | | | |
| /s/ Jared L. Cohon | | | | | | Director | | | | | | February 10, 2023 | | |
| (Jared L. Cohon) | | | | | | | | | | | | | | |
| /s/ Tony L. White | | | | | | Director | | | | | | February 10, 2023 | | |
| (Tony L. White) | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Less: Net earnings from discontinuing operations attributable to noncontrolling interests | | | | | | — | | | | | | — | | | | | | (0.9) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2019 | | | | | | $ | 7,312.4 | | | | | $ | 262.8 | | | | | 262.8 | | | | | | $ | (1,719.4) | | | | | $ | — | | | | | $ | 9,730.8 | | | | | $ | (1,006.6) | | | | | $ | 44.8 | | | | | | | |
| Net earnings | | | | | | 870.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 854.9 | | | | | | — | | | | | | 15.1 | | | | | | | | |
| Repurchase of ordinary shares | | | | | | (250.0) | | | | | | (1.8) | | | | | | (1.8) | | | | | | — | | | | | | (135.6) | | | | | | (112.6) | | | | | | — | | | | | | — | | | | | | | | |
| Share-based compensation | | | | | | 66.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | 69.5 | | | | | | (3.2) | | | | | | — | | | | | | — | | | | | | | | |
| Investment by joint venture partner | | | | | | 7.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3.9 | | | | | | — | | | | | | — | | | | | | 3.1 | | | | | | | | |
| Separation of Ingersoll Rand Industrial | | | | | | (1,359.9) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,466.9) | | | | | | 135.0 | | | | | | (28.0) | | | | | | | | |
| Deconsolidation of certain entities under Chapter 11 | | | | | | — | | | | | | — | | | | | | (10.8) | | |
As an industry leader with an extensive global install base, the Company's growth strategy includes expanding recurring revenue through services and rental options.
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.
Completion of Reverse Morris Trust Transaction
On February 29, 2020 (Distribution Date), the Company completed its Reverse Morris Trust transaction (the Transaction) with Gardner Denver Holdings, Inc. (Gardner Denver) whereby the Company separated its former Industrial segment (Ingersoll Rand Industrial) through a pro rata distribution to shareholders of record as of February 24, 2020 (Spin-off Shareholders).
Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Gardner Denver, which changed its name to Ingersoll Rand Inc. (Ingersoll Rand).
Upon close of the Transaction, the Spin-off Shareholders received 50.1% of the shares of Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver shareholders retained 49.9% of the shares of Ingersoll Rand on a fully diluted basis.
As a result, the Spin-off 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, the Company received a special cash payment of $1.9 billion.
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.
During the year ended December 31, 2021, the Company 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.
The Company recorded the settlement as a reduction to *Retained earnings* during the first quarter of 2021.
After the Distribution Date, the Company does not beneficially own any Ingersoll Rand Industrial shares of common stock and no longer consolidates Ingersoll Rand Industrial in its 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.
However, as of the Petition Date, Aldrich and its
value at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative.
customer that occurs as the Company incurs costs.
In October 2020, the FASB issued ASU 2020-09, "Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762" (ASU 2020-09), which amends Topic 470 and certain other topics to conform to disclosure rules on guaranteed debt offerings in SEC Release No.33-10762.
The SEC adopted amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulations S-X, and affiliates whose securities registered or being registered in Rule 3-16 of Regulation S-X.
The amended rules aim to improve disclosure, reduce compliance burdens for issuers and increase investor protection.
ASU 2020-09 is effective on January 4, 2021, pursuant to SEC Release No. 33-10762 with early application permitted.
The Company early adopted this standard during the first quarter of 2020 and elected to disclose summarized financial information of the issuers and guarantors on a combined basis within Management's Discussion and Analysis of Financial Condition and Results of Operations.
In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract" (ASU 2018-15), which aligns the requirements for capitalizing implementation costs in a cloud-computing arrangement service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.
In addition, the guidance also clarifies the presentation requirements for reporting such costs in the financial statements.
The Company adopted this standard on January 1, 2020 on a prospective basis with no material impact on its financial statements.
An excerpt. Shown here: 40 of 583 rewritten, 40 of 238 added and 40 of 241 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2023 filing and the FY2022 filing.