Trane Technologies (TT) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A50 rewritten16 added11 removed251 unchanged
All filing items1,113 rewritten477 added511 removed1,949 unchanged
Summary
counted, not written
- Item 1A lists 30 risk factor headings: 1 new, 3 reworded and 26 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 477 added, 511 removed, 1,113 rewritten and 1,949 unchanged across 19 items that differ.
New Item 1A headings (1)
- Dividends and share repurchases are subject to uncertainty and could be modified, accelerated, or discontinued, which could affect the price of our common stock.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (3)
- World geopolitical
[removed: conflict, including the Russia Ukraine conflict, has][added: conflicts have] created[removed: a]humanitarian[removed: crisis,][added: crises,] materially impacted economic activities, and may materially impact our global and regional operations. - The full extent to which a
[removed: resurgence of COVID-19, a new]pandemic, [added: epidemic,] or spread of[removed: new]infectious diseases or other public health crises will affect us will depend on future developments that are highly uncertain and cannot be accurately predicted. - Natural
[removed: disasters, epidemics][added: disasters] or other unexpected [added: catastrophic] events may disrupt our operations, adversely affect our results of operations and financial condition, and may not be fully covered by insurance.
A heading is new when no FY2023 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 FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
50 rewritten, 16 added, 11 removed, 251 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
- changes in local laws and regulations including potential imposition of currency [removed: restrictions,] [added: restrictions;] new or changing tax laws, [added: including the implementation of a global minimum tax;] variations in monetary [removed: policies,] [added: policies;] and other restraints;
- trade protection measures such as import or export restrictions and requirements, the imposition of [removed: burdensome] tariffs and quotas or revocation or material modification of trade agreements;
- recessions, economic downturns, price instability, [added: inflation,] slowing economic growth and social and political instability.
We rely on suppliers to secure commodities, particularly steel and non-ferrous metals, and third-party parts and [removed: components] [added: components, including electronic components,] required for the manufacture of our products.
A disruption in deliveries from our suppliers or decreased availability of commodities and third-party parts and components could [removed: have an adverse effect on] [added: adversely affect] our ability to meet our commitments to customers, [added: impact pricing,] increase our operating costs, or impact timing and delivery of products and services.
Disruptions have [added: previously] occurred [added: and may occur in the future] due to [removed: the COVID-19 pandemic,] [added: global pandemics, natural disasters, regulatory changes,] geopolitical events, electronic [removed: parts] [added: component] shortages, supplier capacity constraints, labor shortages, port congestion, logistical problems, political unrest, and other issues.
While we use financial [removed: derivatives or] [added: derivatives,] supplier price locks [added: or indices-based pricing mechanisms] to 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.
Some of our purchases are from sole or limited source suppliers for reasons of cost effectiveness, [added: regulatory requirements,] uniqueness of design, or product quality.
As we integrate acquisitions into our portfolio of solutions, we may face new competitors in our target [removed: markets.][added: markets and incur increased competition from alternative solutions.]
A failure or inability to effectively address market [removed: trends] [added: trends, adapt to changes in customer preferences,] 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.
Instability in U.S. and global capital and credit markets, including market disruptions, limited liquidity and interest rate volatility, or reductions in the credit ratings assigned to us by independent rating agencies could reduce our access to capital markets or increase the cost of funding our [removed: short] [added: short-] and [removed: long term] [added: long-term] credit requirements.
[removed: Beyond tariffs] [added: In addition to tariffs, trade embargoes,] and sanctions, countries also could adopt other measures, such as controls on imports or exports of goods, technology, or data, which could adversely affect our operations and supply chain and limit our ability to offer our products and services as intended.
World geopolitical [removed: conflict, including the Russia Ukraine conflict, has] [added: conflicts have] created [removed: a] humanitarian [removed: crisis,] [added: crises,] materially impacted economic activities, and may materially impact our global and regional operations.
The global economy has been negatively impacted by [added: geopolitical conflicts, including] the military conflict between Russia and [removed: Ukraine.][added: Ukraine and conflict in the Middle East.]
The outcome and future impacts of [removed: the conflict] [added: these world conflicts] remain highly uncertain, continue to evolve and may grow more severe the longer the military action and sanctions remain in effect.
Risks associated with [removed: the Russian-Ukrainian 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.
[removed: Until there is a peaceful resolution,] [added: Although neither] the [added: Russia-Ukraine] conflict [added: nor the Middle East conflict have, to date, caused any material adverse effect on our business or financial performance, until there are peaceful resolutions, these conflicts] could have a material adverse effect on our operations, results of operations, financial condition, liquidity, growth prospects and business outlook.
The full extent to which a [removed: resurgence of COVID-19, a new] pandemic, [added: epidemic,] or spread of [removed: new] infectious diseases or other public health crises will affect us will depend on future developments that are highly uncertain and cannot be accurately predicted.
[removed: The COVID-19] [added: Prior experience with the Coronavirus Disease 2019 (COVID-19)] pandemic [removed: has had] [added: demonstrated] widespread, rapidly evolving and unpredictable impacts on global society, economics, financial markets and business practices.
Government efforts to contain [removed: COVID-19 have] [added: the pandemic] included travel bans and restrictions, quarantines, shelter in place orders and shutdowns.
[removed: Our] [added: Although our operations have stabilized since the peak of the COVID-19 pandemic, our] business and global operations [removed: have been] [added: were] impacted by supply chain delays, higher material costs and product prices, lower revenues for some quarters, [removed: and] unfavorable foreign currency exchange [removed: rates.][added: rates, and, at times, our abilities to obtain needed products and services, operate in certain locations, maintain our distribution channels, and attract and retain talent were affected.]
[removed: The extent to which COVID-19 or other widespread outbreaks of infectious disease 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; travel and other restrictions; and the impact on economic activity including the possibility of financial market instability or recession.
How a [removed: resurgence of COVID-19] [added: pandemic, epidemic,] or other public health crises will affect us will depend on future developments that are highly uncertain and cannot be accurately predicted.
The Chapter 11 cases remain pending as of February [removed: 8, 2024.][added: 6, 2025.]
- 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 [added: opposition to, or otherwise inconsistent with, the efforts by Aldrich and Murray to diligently prosecute the Chapter 11 cases and ultimately seek Bankruptcy Court approval of a plan of reorganization;]
For 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: Matters,"] and Part II, Item 8, Consolidated Financial Statements, [removed: Note 1, “Description of Company,”] and Note 20, [removed: “Commitments] [added: "Commitments] and [removed: Contingencies.”][added: Contingencies."]
These information technology systems can be damaged, [removed: disrupted] [added: disrupted, compromised,] or shut down due to [removed: cyberattacks, computer viruses, ransomware,] [added: cyber attacks, malware,] human error or malfeasance (including by employees), power [added: and utility] outages, [added: hardware failures, telecommunication issues, or catastrophes or other unforeseen events.]
If these systems cease to function properly, if these systems experience security breaches or disruptions or if these systems do not provide the anticipated benefits or if we are unable to commit sufficient resources to maintain and enhance our information technology infrastructure to keep [removed: 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, [removed: networks] [added: networks, connected services,] and infrastructure and [removed: technology] [added: technology, including artificial intelligence technology,] embedded in certain of our control products have been and are at risk to cyber attacks and unauthorized [removed: security intrusions.][added: access.]
We and some of our third-party suppliers have experienced [removed: cyber-based] [added: cyber] 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 [removed: cyber-attacks.][added: cyber attacks.]
Despite having instituted security policies and [added: enhancing] business continuity plans, and implementing and regularly reviewing and updating [added: security controls and related] processes and procedures to protect against unauthorized access and requiring similar protections from our vendors, the ever-evolving threats mean we are continually evaluating and adapting our systems and processes and ask our vendors to do the same, and there is no guarantee that such systems and processes will be adequate to safeguard against all data security breaches or misuses of data.
Hardware, [removed: software] [added: software, artificial intelligence technology,] or applications we develop or obtain from third parties sometimes contain defects in design or deployment or other problems that could unexpectedly result in security breaches or disruptions.
Open source software components embedded into certain software that we use [removed: has] [added: have] in the past contained vulnerabilities and others may be discovered in the future.
Our systems, networks and certain of our control products and those of our vendors are at risk to system damage, [removed: malicious attacks from hackers, employee] [added: cyber attacks, human] errors or misconduct, [removed: viruses,] [added: malware,] power and utility outages, and other catastrophic events.
Our insurance coverage may not be adequate to cover all the costs related to a [removed: cybersecurity] [added: cyber] attack or disruptions resulting from such attacks.
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, [removed: anti-bribery,] [added: anti-bribery including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act,] export and import compliance, 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 environment, commercial trade, [added: technology,] and health and safety.
As such, national, regional and international regulations and policies [removed: are being] [added: have been] implemented to curtail the use of certain refrigerants.
Some of these regulations could have a negative competitive impact on our company by requiring us to make costly changes to our [removed: products.][added: products, or could make some of our existing HVAC and refrigeration products non-compliant or obsolete.]
We have no way to predict the progress or outcome of world geopolitical conflicts, including the situations in Ukraine and the Middle East.
The extent to which a pandemic, epidemic, or other widespread outbreaks of infectious disease or other public health crises, including a resurgence of any previously identified outbreaks of infectious diseases, may impact our business going forward
A resurgence or development of new strains of COVID-19, or other public health emergencies, could result in unpredictable responses by authorities around the world which could negatively impact our global operations, customers and suppliers.
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.
Certain of our business partners and third-party vendors may be granted access to our confidential information as well as confidential information about our customers, suppliers, employees, and others, which may be compromised by a cyber attack.
Such vulnerabilities can expose our systems to malware or allow unauthorized third-party access to data, including confidential information about our business, customers, dealers, and suppliers; personally identifiable data related to employees, customers, and other business partners; as well as other sensitive matters.
We also rely on nondisclosure and noncompetition agreements with certain employees, contractors, and other parties to protect, in part, trade secrets and other proprietary rights.
There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information, or that third parties will not otherwise gain access to our trade secrets or other proprietary rights.
We also rely on our suppliers to adhere to our Supplier Code of Conduct, violations of which could adversely affect our business and results of operations, financial condition and cash flows.
Our effective tax rate has been adversely impacted by these changes; we continue to monitor the effects of proposed and enacted legislative changes, in Ireland and elsewhere.
Dividends and share repurchases are subject to uncertainty and could be modified, accelerated, or discontinued, which could affect the price of our common stock.
Quarterly cash dividends are an important component of our capital allocation strategy, which we have historically funded primarily with operating free cash flow.
Although we expect to pay a competitive and growing dividend, we are not required to pay any dividend and our dividend may be discontinued, accelerated, suspended or delayed at any time without prior notice.
Furthermore, the amount of such dividends may be changed, and the amount, timing and frequency of such dividends may vary from historical practice or from our stated expectations.
In addition, although our Board of Directors has granted us authority to repurchase our shares under a share repurchase program, we are not required to repurchase any shares, and any previous share repurchases do not necessarily denote our expectations of future share repurchases.
Important factors that could cause us to discontinue, limit, suspend, increase or delay our quarterly cash dividends or share repurchase program include market conditions, the market price of our common stock, the nature and timing of other investment and acquisition opportunities, changes in our business strategy, the terms of our financing arrangements, our outlook as to the ability to obtain financing at attractive rates, the impact on our credit ratings, changes in tax laws, and appropriate liquidity.
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 had exited all business activity within these markets.
To date, the Russia-Ukraine war has not had a material adverse effect on our business or financial performance.
We have no way to predict the progress or outcome of the situation in Ukraine.
The COVID-19 pandemic has also at times affected our ability to obtain needed products and services, operate in certain locations, maintain our distribution channels, and attract and retain talent.
We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it has and will impact our customers, team members, suppliers, vendors, business partners and distribution channels.
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;
hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events.
Such vulnerabilities can expose our systems to malware or allow third party access to data.
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.
An excerpt. Shown here: 40 of 50 rewritten, all 16 added and all 11 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2024 filing and the FY2023 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
188 rewritten, 69 added, 73 removed, 274 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
*This section discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] significant items affecting our consolidated operating results, financial condition and liquidity and provides a year-to-year comparison between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
Discussions of [removed: 2021] [added: 2022] significant items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022.*][added: 2023.*]
We have announced ambitious 2030 Sustainability Commitments, including our Gigaton Challenge to reduce customers' carbon emissions by a billion metric [removed: tons.][added: tons through sustainable products and services.]
[removed: We are one of a handful of companies whose] [added: Our 2030] emissions [removed: reductions] [added: reduction] targets have been validated [removed: three times] by the [removed: SBTi,] [added: Science Based Targets Initiative (SBTi),] and [added: we are] one of [removed: the] very few companies worldwide [removed: and first in our industry whose] [added: with validated 2050] net-zero [removed: targets have also been validated.][added: targets.]
We are [added: also] Leading by Example as we [removed: make progress] [added: work] toward carbon-neutral [removed: operations and] [added: operations,] zero waste-to-landfill [removed: across our global footprint] and net positive water use in water-stressed locations.
The results of the acquisition [removed: are] [added: will be] reported within the EMEA [removed: and Americas segments.][added: segment.]
The results of the acquisition [removed: are] [added: will be] reported within the Americas segment.
The results of [removed: the acquisition] [added: both acquisitions] are reported within the Americas segment.
On April 6, 2023, certain individual claimants filed a motion to dismiss the Chapter 11 [removed: cases.][added: cases (Claimant Motion to Dismiss).]
Subsequently, on May 15, 2023, the committee representing current asbestos claimants (the ACC) filed its own motion to dismiss the Chapter 11 [removed: cases.][added: cases (ACC Motion to Dismiss, and, together with the Claimant Motion to Dismiss, the Motions to Dismiss).]
Aldrich, Murray and the FCR filed responses in opposition to [removed: each of these motions,] [added: the Motions to Dismiss,] and the Company filed papers joining in Aldrich and Murray's opposition.
On December 28, 2023, the Bankruptcy Court entered an order denying the [removed: motions] [added: Motions] to [removed: dismiss the Chapter 11 cases.][added: Dismiss.]
On January 11, 2024, the ACC and the individual claimants filed motions [added: with the United States District Court for the District of North Carolina (the District Court)] seeking leave to appeal the order denying the [removed: motions] [added: Motions] to [removed: dismiss] [added: Dismiss (Motions for Leave to Appeal)] and to certify the appeals directly to the Court of Appeals for the Fourth Circuit.
It is not possible to predict how the [removed: Bankruptcy] [added: District] Court will rule on these pending motions, whether an appellate court will affirm or reverse the Bankruptcy Court [removed: order] [added: orders] denying the [removed: motions] [added: Motions] to [removed: dismiss,] [added: Dismiss and the Stay Relief Motion,] 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 [removed: last.][added: last.The Chapter 11 cases remain pending as of February 6, 2025.]
For detailed information on the bankruptcy cases of Aldrich and Murray, see Part I, Item 1, "Business - Asbestos-Related Matters," Part I, Item 1A, "Risk Factors - Risks Related to Litigation," Part I, Item 3, "Legal Proceedings," and Part II, Item 8, Consolidated Financial Statements, [removed: Note 1, "Description of Company,"] and Note 20, "Commitments and Contingencies."
As a global business, our operations are affected by worldwide, regional and industry-specific economic factors as well as [removed: political] [added: geopolitical, environmental] and social factors wherever we operate or do business.
Our geographic diversity and the breadth of our [removed: product] [added: products] and services portfolios have helped mitigate the impact of any one industry or the economy of any single country on our consolidated operating results.
We regularly perform detailed evaluations of the different market segments we [removed: are serving] [added: serve] to proactively detect trends and to adapt our strategies accordingly, including potential triggers and actions to be taken under recessionary scenarios.
We expect [removed: market] conditions to remain mixed across our [added: served] end markets and [removed: geographies where we serve customers.][added: geographies.]
Overall Commercial HVAC markets [added: in Americas and EMEA] remain strong due to demand for our differentiated customer driven solutions and the benefits of installing energy efficient products and decarbonizing the built [removed: environment, aided by supportive policies and regulations especially in the United States and Europe.][added: environment.]
Transport refrigeration markets are experiencing lower demand as [removed: customers adjust to lower] freight [removed: rates.][added: rates remain low, particularly in the United States.]
We continue to see [removed: material, wage] [added: material] and [removed: energy] [added: wage] inflation impact our cost structure.
Geopolitical risks and macroeconomic events could cause disruptions to operations, supply [removed: chains and] [added: chains,] end markets, [removed: tightening credit conditions, higher interest rates, global banking uncertainty] [added: financial markets] and [removed: the possibility of deteriorating] overall economic conditions which could negatively impact our business.
Our geographic [removed: mix and the] [added: mix,] diversity of our portfolio, [removed: coupled with] [added: and] our large installed product base, [removed: provides] [added: provide] growth opportunities from replacement demand and within our service revenue [removed: stream.][added: streams.]
[removed: In addition,] [added: Additionally,] we are investing substantial resources to innovate and develop new products and services which we expect to drive future growth.
Organic revenue is not defined under [removed: generally accepted accounting principles in the United States of America] [added: U.S. Generally Accepted Accounting Principles] (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 [removed: impact] [added: impacts] of fluctuations in foreign currency rates and [removed: with the impacts of] acquisitions, thereby providing comparisons of [removed: operation] [added: operating] performance from period to period of the business that we have owned during both periods presented.
[removed: Management measures segment operating performance based on] [added: We define Segment Adjusted EBITDA as] net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, non-cash [removed: adjustment] [added: adjustments] for contingent consideration, [removed: insurance settlements on property claims,] merger and [removed: acquisition related] [added: acquisition-related] costs, [removed: impairment of an equity investment,] unallocated corporate [removed: expenses and] [added: expenses,] discontinued operations [removed: (Segment Adjusted EBITDA).][added: and other non-recurring items.]
Segment Adjusted EBITDA is not defined under GAAP and may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for net earnings or other results [removed: reported] [added: as determined] in accordance with GAAP.
Segment Adjusted EBITDA also provides a useful tool for assessing the [added: operating performance and] comparability between periods and our ability to generate [removed: cash, service debt and undertake capital expenditures] [added: cash] because it [removed: eliminates] [added: excludes the impact of certain] non-cash [removed: charges such as depreciation and amortization expense.][added: or non-recurring items that can vary significantly from period to period.]
Year Ended December 31, [removed: 2023] [added: 2024] Compared to the Year Ended December 31, [removed: 2022] [added: 2023] - Consolidated Results
| Dollar amounts in millions | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Period Change | | | | | | [removed: 2023] [added: 2024] % of revenues | | | | | | [removed: 2022] [added: 2023] % of revenues | | |
| Net revenues | | | | | | $ | [removed: 17,677.6] [added: 19,838.2] | | | | | $ | [removed: 15,991.7] [added: 17,677.6] | | | | | $ | [removed: 1,685.9] [added: 2,160.6] | | | | | | | | | | | | | |
| Cost of goods sold | | | | | | [removed: (11,820.4)] [added: (12,757.7)] | | | | | | [removed: (11,026.9)] [added: (11,820.4)] | | | | | | [removed: (793.5)] [added: (937.3)] | | | | | | [removed: 66.9%] [added: 64.3%] | | | | | | [removed: 69.0%] [added: 66.9%] | | |
| Gross profit | | | | | | [removed: 5,857.2] [added: 7,080.5] | | | | | | [removed: 4,964.8] [added: 5,857.2] | | | | | | [removed: 892.4] [added: 1,223.3] | | | | | | [removed: 33.1%] [added: 35.7%] | | | | | | [removed: 31.0%] [added: 33.1%] | | |
| Selling and administrative expenses | | | | | | [removed: (2,963.2)] [added: (3,580.4)] | | | | | | [removed: (2,545.9)] [added: (2,963.2)] | | | | | | [removed: (417.3)] [added: (617.2)] | | | | | | [removed: 16.7%] [added: 18.1%] | | | | | | [removed: 15.9%] [added: 16.7%] | | |
| Operating income | | | | | | [removed: 2,894.0] [added: 3,500.1] | | | | | | [removed: 2,418.9] [added: 2,894.0] | | | | | | [removed: 475.1] [added: 606.1] | | | | | | [removed: 16.4%] [added: 17.6%] | | | | | | [removed: 15.1%] [added: 16.4%] | | |
| Interest expense | | | | | | [removed: (234.5)] [added: (238.4)] | | | | | | [removed: (223.5)] [added: (234.5)] | | | | | | [removed: (11.0)] [added: (3.9)] | | | | | | | | | | | | | | |
| Other income/(expense), net | | | | | | [removed: (92.2)] [added: (19.9)] | | | | | | [removed: (23.3)] [added: (92.2)] | | | | | | [removed: (68.9)] [added: 72.3] | | | | | | | | | | | | | | |
| Earnings before income taxes | | | | | | [removed: 2,567.3] [added: 3,241.8] | | | | | | [removed: 2,172.1] [added: 2,567.3] | | | | | | [removed: 395.2] [added: 674.5] | | | | | | | | | | | | | | |
We also committed to reducing embodied carbon in our products by 40%, while also designing products for circularity.
Finally, our Opportunity for All commitment focuses on investing in our people and our uplifting and inclusive culture, and broadening access to Science, Technology, Engineering and Math (STEM) education and careers in our communities.
During the third quarter of 2024, we completed acquisitions of two businesses.
One acquisition is a Commercial HVAC distributor with sales and service business in the United States.
The second acquisition is a technology-focused acquisition that expands the Company's product offerings in the Transport Refrigeration business.
The Company completed the acquisition of two businesses in January 2025.
One acquisition is a Commercial HVAC distributor with sales and service business in Belgium and Luxembourg.
The second acquisition is a building management platform for HVAC optimization, using advanced artificial intelligence technologies.
The results of the acquisitions will be included in our consolidated financial statements from the date of the acquisitions.
Significant Matters
At a hearing on February 9, 2024, the Bankruptcy Court granted the motions to certify direct appeals to the Fourth Circuit.
On April 17, 2024, the Fourth Circuit entered an order denying the petitions for direct appeal.
On May 1, 2024, the ACC and the individual claimants filed petitions with the Fourth Circuit seeking rehearing *en banc.* Aldrich and Murray opposed the petitions and the Fourth Circuit denied the petitions by order dated May 15, 2024.
On May 28, 2024, Aldrich and Murray filed their response with the District Court in opposition to the Motions for Leave to Appeal.
The FCR filed its response to the Motions for Leave to Appeal on May 29, 2024.
The ACC and the individual claimants filed their replies in support of the Motions for Leave to Appeal on June 11, 2024.
On January 23, 2023, an individual claimant filed a motion to lift the automatic order to pursue its asbestos suit against Aldrich and Murray notwithstanding the Chapter 11 cases (the Stay Relief Motion).
Aldrich and Murray, the FCR, and certain non-debtor affiliates each opposed the Stay Relief Motion.
The Bankruptcy Court denied the Stay Relief Motion after holding a hearing on March 30, 2023.
The Bankruptcy Court entered an order memorializing its March oral ruling on November 13, 2024.
The individual claimant filed a notice with the Bankruptcy Court appealing the order denying the Stay Relief Motion to the District Court on November 27, 2024.
In Asia, markets are more dynamic, with weak macro-economic conditions driving soft demand in China and more stable macro-economic conditions driving modest demand in the rest of Asia.
Residential markets in the United States have improved in 2024 but are undergoing a regulatory transition which could bring short-term variation in demand, and uncertainties remain from economic risks and higher interest rates.
Segment Adjusted EBITDA, and ratios based on it, are used in the development of annual operating plans, including capital expenditure and operational budgets, and in measuring performance against targets for purposes of incentive compensation.
Segment Adjusted Operating Income
We define Segment Adjusted Operating Income as operating income adjusted to exclude restructuring costs, merger and acquisition-related costs, non-cash adjustments for contingent consideration and other non-recurring items.
Segment Adjusted Operating Income, and ratios based on it, are used to provide a comprehensive view of segment profitability and evaluate efficient returns on assets.
Segment Adjusted Operating Income also provides a useful tool for assessing the comparability between periods because it eliminates non-recurring items that can vary from period to period.
Segment Adjusted Operating Income is not defined under GAAP and may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for net earnings or other results as determined in accordance with GAAP.
| Volume | | | 9.4 | | % |
| Pricing | | | 2.3 | | % |
| Total | | | 12.2 | | % |
Additionally, non-cash adjustments to contingent consideration reduced *Selling and administrative expenses* for the years ended December 31, 2024 and December 31, 2023 by $25.0 million and $49.3 million, respectively.
The increase in interest expense was partially offset by an increase in interest income from short-term investments purchased with proceeds from the debt issuance, which is reported in *Other (income)/expense, net*.
The 2024 effective tax rate was 19.4% which was lower than the U.S. Statutory rate of 21% due to excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which, in aggregate have a lower effective tax rate, and includes the impact of the Organisation for Economic Co-operation and Development (OECD) tax reform initiative (Pillar Two), partially offset by U.S. state and local taxes.
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.
Intercompany sales between segments are immaterial.
| Volume | | | 11.6 | | % |
| Pricing | | | 2.7 | | % |
| Acquisitions | | | 1.0 | | % |
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.
Our Opportunity for All commitment focuses on gender parity in leadership, workforce diversity reflective of our communities, and a citizenship strategy that helps underserved communities through enhanced learning environments and pathways to green and Science, Technology, Engineering and Math (STEM) careers.
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 Commercial HVAC product and services portfolio.
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.
Significant Events
Aldrich and Murray filed responses in opposition to these motions on January 31, 2024.
The Chapter 11 cases remain pending as of February 8, 2024.
Residential markets have been normalizing as lead times return to normal and distributors adjust inventory levels.
However, disruptions in the global supply chain and resource constraints have improved throughout the year.
We believe Segment Adjusted EBITDA provides the most relevant measure of profitability as well as earnings power and the ability to generate cash.
This measure is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business and we use this measure for business planning purposes.
| Pricing | | | 4.4 | | % |
| Volume | | | 4.3 | | % |
| Acquisitions | | | 2.1 | | % |
| Total | | | 10.5 | | % |
(1) Represents a non-GAAP measure.
For more information, see "Non-GAAP Financial Measures."
The 2022 effective tax rate was 17.3% which was lower than the U.S. Statutory rate of 21% due to a $48.2 million reduction in valuation allowances primarily related to certain net state deferred tax assets resulting from U.S. legal entity restructurings and deferred tax assets associated with foreign tax credits as a result of an increase in the current year amount of creditable foreign source income.
Additional tax benefits included in the 2022 effective rate are $12.4 million, net related to the effects of a prepayment of an intercompany obligation in 2021, excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate.
These amounts were partially offset by U.S. state and local taxes and certain non-deductible employee expenses.
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.
The Company determined that its two Europe, Middle East and Africa (EMEA) operating segments meet the aggregation criteria based on similar operating and economic characteristics, resulting in one reportable segment.
Therefore, the Company has three regional reportable segments, Americas, EMEA and Asia Pacific.
In January 2024, we aligned our operating segments with our three regional reportable segments.
| Pricing | | | 4.5 | | % |
| Volume | | | 4.1 | | % |
| Total | | | 9.4 | | % |
(1) Represents a non-GAAP measure.
For more information, see "Non-GAAP Financial Measures."
The increase in revenue from acquisitions includes a Commercial HVAC independent dealer acquired in April 2022, MTA and Helmer which were acquired in May 2023, and Nuvolo which was acquired in November 2023.
Together these acquisitions increased *Net revenues* in our Americas segment by 1.0% compared to the corresponding prior-year period.
| Pricing | | | 5.1 | | % |
| Volume | | | 3.1 | | % |
| Acquisitions | | | 8.4 | | % |
| Total | | | 18.0 | | % |
(1) Represents a non-GAAP measure.
An excerpt. Shown here: 40 of 188 rewritten, 40 of 69 added and 40 of 73 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 FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
4 rewritten, 0 added, 0 removed, 20 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
Our largest concentration of revenues from non-U.S. operations as of December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] from either Euros or Chinese Yuan-based operations into U.S. dollars would result in a decline of approximately [removed: $165] [added: $170] million and [removed: $70] [added: $60] million, respectively.
Based on the currency derivative instruments in place at December 31, [removed: 2023,] [added: 2024,] 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: $6.5] [added: $15.5] million, as compared with [removed: $7.5] [added: $6.5] million at December 31, [removed: 2022.][added: 2023.]
Based on the commodity derivative instruments in place at December 31, [removed: 2023,] [added: 2024,] 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: $8.2] [added: $12.7] million, as compared with [removed: $9.0] [added: $8.2] million at December 31, [removed: 2022.][added: 2023.]
Item 1. BUSINESS
82 rewritten, 46 added, 50 removed, 122 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
Trane [removed: Technologies’ bold] [added: Technologies'] 2030 Sustainability Commitments [removed: have been verified by the Science Based Targets initiative (SBTi) and] include our [removed: ‘Gigaton Challenge’] [added: 'Gigaton Challenge'] to reduce customer greenhouse gas emissions by a billion metric [removed: tons, ‘Leading] [added: tons; 'Leading] by [removed: Example’] [added: Example'] through [removed: carbon-neutral operations across our own footprint,] [added: reducing embodied carbon by 40%,] and [removed: ‘Opportunity] [added: designing products] for [removed: All’] [added: circularity; and creating 'Opportunity for All'] by [removed: building a diverse workforce reflective of] [added: investing in] our [added: people and our] communities.
This segment had [removed: 2023] [added: 2024] net revenues of [removed: $13,832.0] [added: $2,556.7] million.
This segment had [removed: 2023] [added: 2024] net revenues of [removed: $2,401.2] [added: $1,378.3] million.
This segment had [removed: 2023] [added: 2024] net revenues of [removed: $1,444.4] [added: $15,903.2] million.
| [removed: Air conditioners] [added: Air-sourced heat pumps] | | | | | | Multi-pipe HVAC systems | | |
| [removed: Air exchangers] [added: Asset management systems] | | | | | | Package heating and cooling systems | | |
| [removed: Airside and terminal devices] [added: Building management systems] | | | | | | Parts and supplies (aftermarket and OEM) | | |
| [removed: Air-sourced heat pumps] [added: Bus air purification systems] | | | | | | Rail refrigeration systems | | |
| Auxiliary power units (electric and diesel) | | | | | | [removed: Refrigerant reclamation] [added: Packaged rooftop units] | | |
| Bus and rail HVAC systems | | | | | | [removed: Rental services] [added: Rate chambers] | | |
| [removed: Coils and condensers] [added: Control systems] | | | | | | Residential air filtration system | | |
| Container refrigeration systems and gensets | | | | | | Residential [removed: hybrid heating solutions] [added: air filters] | | |
| [removed: Control] [added: Cryogenic refrigeration] systems | | | | | | Self-powered truck refrigeration systems | | |
| [removed: Decarbonization programs] [added: Dehumidifiers] | | | | | | Telematics solutions | | |
| [removed: Dehumidifiers] [added: Ductless systems] | | | | | | Temporary heating and cooling systems | | |
| Energy [removed: efficiency] [added: infrastructure] programs | | | | | | Thermostats/controls & associated digital solutions | | |
| Energy [removed: infrastructure programs] [added: management services] | | | | | | Trailer refrigeration systems (diesel, electric and hybrid) | | |
| Energy [removed: management services] [added: recovery ventilators] | | | | | | Transport heater products | | |
| [removed: Furnaces] [added: Energy storage (battery)] | | | | | | Truck refrigeration systems (diesel, electric and hybrid) | | |
| [removed: Geothermal systems] [added: Furnaces] | | | | | | Ultra-low temperature freezers | | |
| [removed: Home automation] [added: Geothermal systems] | | | | | | Unitary systems (light and large) | | |
| [removed: Humidifiers] [added: Home automation] | | | | | | Variable refrigerant flow systems | | |
| [removed: HVAC Performance-monitoring applications] [added: Humidifiers] | | | | | | Vehicle-powered truck refrigeration systems | | |
| Indoor air quality assessments and related products for HVAC and Transport solutions | | | | | | [removed: Ventilation] [added: Water source heat pumps] | | |
| [removed: Installation contracting] [added: Air exchangers] | | | | | | [added: Installation contracting] | | |
Approximately [removed: 28%] [added: 26%] of our net revenues in [removed: 2023] [added: 2024] 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: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]
For many components we procure, we have an effective supply chain resiliency plan and multiple capable sources to ensure sufficient supply, however there are certain categories of components that could occasionally see limited availability or [removed: shortages in line with industry trends.][added: shortages.]
In [removed: 2023,] [added: 2024,] we spent [removed: $252.3] [added: $309.6] 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.
New product development (NPD) programs complete a Design for Sustainability module within our NPD process to ensure that programs [removed: have a positive impact on sustainability.][added: consider environmental impact.]
We anticipate that we will continue to make significant expenditures for research and development and sustaining activities [removed: as we look] to maintain and improve our competitive position.
| In millions | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Americas | | | | | | $ | [removed: 5,302.9] [added: 5,323.1] | | | | | $ | [removed: 5,325.2] [added: 5,302.9] | |
| EMEA | | | | | | [removed: 614.9] [added: 585.3] | | | | | | [removed: 616.1] [added: 614.9] | | |
| Asia Pacific | | | | | | [removed: 1,012.7] [added: 839.3] | | | | | | [removed: 941.8] [added: 1,012.7] | | |
| Total | | | | | | $ | [removed: 6,930.5] [added: 6,747.7] | | | | | $ | [removed: 6,883.1] [added: 6,930.5] | |
We expect to ship a majority of the December 31, [removed: 2023] [added: 2024] backlog during [removed: 2024.][added: 2025.]
However, orders for specialized [removed: machinery] [added: equipment] or specific customer applications are submitted with extended lead times and are subject to revision and deferral, and to a lesser extent cancellation or termination.
The ability of other PRPs to participate has been taken into account, based on our understanding of the [removed: parties’] [added: parties'] financial condition and probable contributions on a [removed: per site] [added: site-by-site] basis.
- Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant [removed: Events,"] [added: Matters,"] and
| Air conditioners | | | | | | Industrial process refrigeration | | |
| Air handlers | | | | | | Lighting retrofit solutions | | |
| Airside and terminal devices | | | | | | Medical grade refrigeration solutions | | |
| Chillers | | | | | | Refrigerant reclamation | | |
| Coils and condensers | | | | | | Renewable energy and storage projects | | |
| Cold storage units | | | | | | Repair and maintenance services | | |
| Condensing units | | | | | | Rental services | | |
| Controls contracting and commissioning | | | | | | Residential hybrid heating solutions | | |
| Data center HVAC systems | | | | | | Service agreements | | |
| Decarbonization programs | | | | | | Smart and AI-enabled services | | |
| Energy and water efficiency programs | | | | | | Thermal energy storage | | |
| HVAC Performance-monitoring applications | | | | | | Ventilation | | |
Although in aggregate the Company's intellectual property is important to its operations, the Company does not consider any single patent, trademark, copyright, trade secret, proprietary technology, technical data, business process or any other confidential information (or any related group of any such items) to be of material importance to any segment or to the business as a whole.
From time to time the Company engages in litigation to protect its intellectual property rights.
For a discussion of risks related to the Company's intellectual property, refer to "Item 1A.
Risk Factors."
Our Trane Technologies EEO-1 Report published on our website outlines additional details on our U.S. workforce composition.
Our continued focus on building an uplifting culture, where our employees can be at their best, has positively contributed to retaining employees at strong levels.
We do that through embedding our leadership principles across our people practices such as onboarding, learning and performance management.
We also focus on ongoing manager development and the important role people leaders play in our uplifting, inclusive culture.
Employees provide ratings and written comments celebrating what we're doing well and recommending areas where we can do better.
Opportunity for All
We are committed to creating Opportunity for All by uplifting our people and communities.
We invest in our people and an inclusive culture where everyone can grow and thrive; and we give back in our communities to support the next generation of the workforce with the potential to transform our world.
Our aspiration is a workforce that mirrors the communities where we live and work.
This helps us to reach a broader talent pool, drive innovation and meet the needs of our global customer base.
We work closely with external organizations to help us bridge the growing skilled labor gap, create a pipeline of highly skilled talent, and support industry career development.
In 2024, we partnered with Opportunity at Work, a non-profit coalition dedicated to hiring skilled talent through alternative routes (STARs), which prioritizes skills and experience for workforce entry and removes the requirement of degrees where unnecessary.
We also collaborate with organizations such as Federation for Advanced Manufacturing Education, National Association of Manufacturers, Society for Women Engineers, National Society of Black Engineers, and Society of Hispanic Professional Engineers, that help us recruit qualified talent from varied backgrounds.
Our ERGs also play an important role in our business through community involvement, brand advocacy, recruiting, and business and target market insights.
- Being at my Best – a change management program introduced in 2024, which contributes to building an inclusive and psychologically safe workplace.
- Group Leader Development Program – A three-week cohort program for salaried, front-line leaders in our manufacturing facilities focuses on enhancing knowledge, skills and ability to lead front-line workers within a world class lean enterprise.
All salaried employees and service technicians globally complete our compliance curriculum annually, while hourly production employees complete Code of Conduct and Preventing Workplace Harassment training every other year.
- Sustainability Learning – We offer sustainability learning that is available to everyone in the organization in our Learning Management System starting with the *Sustainability Starts with Us* course that provides a foundational understanding of how our purpose connects to every role.
In addition, a comprehensive learning path is available to all around understanding emissions including the following courses: *The Greenhouse Gas Effect, Carbon Intensity of the Electric Grid,* and *Carbon Neutrality in the Built Environment.*
In 2024, Trane Technologies hosted a Global Time of Service when thousands of our team members banded together in a global show of commitment to community uplift.
Teams around the world identified needs in their local communities and lent their time and resources to help more than 50 non-profit organizations enhance programs and create more opportunity.
Additionally, local philanthropic efforts take place throughout the year led by a network of approximately 50 "Purple Teams" around the world that fuel the spirit of volunteerism and ensure local alignment with our Sustainable Futures strategy.
These resources provide education and individual support covering an array of topics, including mental health, nutrition, fitness, dependent care, financial and retirement planning, and legal, among other topics.
To date more than 7,000 employees have voluntarily completed this training program.
| Air handlers | | | | | | Packaged rooftop units | | |
| Asset management systems | | | | | | Rate chambers | | |
| Building management systems | | | | | | Renewable energy projects | | |
| Bus air purification systems | | | | | | Repair and maintenance services | | |
| Chillers | | | | | | Residential air filters | | |
| Cryogenic refrigeration systems | | | | | | Service agreements | | |
| Ductless systems | | | | | | Thermal energy storage | | |
| Industrial refrigeration | | | | | | Water source heat pumps | | |
Although in the aggregate we consider our intellectual property rights to be valuable to our operations, we do not believe that our business is materially dependent on a single intellectual property right or any group of them.
In our opinion, engineering, production skills and experience are more responsible for our market position than our intellectual property rights.
| | | | | | | | | | | | | | | |
As of December 31, 2023, 25.9% of our global employees were women and 37.2% of our employees in the United States were racially and ethnically diverse.
In 2023, 30.9% of our new hires globally were women and 53.0% of new hires in the United States were racially and ethnically diverse.
Approximately 25.2% of leadership and management positions were held by women as of December 31, 2023.
The diversity percentages included in this section exclude current year business acquisitions.
We use our Leadership Principles to guide our actions each day and enable our uplifting, engaging and inclusive culture.
Employees provide ratings and written comments for continuous improvement.
Diversity and Inclusion
Our commitment to Diversity and Inclusion is core to our purpose and our 2030 Sustainability Commitments.
We are proud members of Paradigm for Parity (a coalition of more than 100 corporations who have committed to closing the gender gap in corporate leadership) and OneTen (a coalition dedicated to closing the opportunity gap for Black talent and others in America).
In addition, we are a 2017 signatory to the CEO Action for Diversity and Inclusion pledge (the largest CEO-driven business commitment to advance diversity and inclusion within the workplace).
The spirit of this conversation is extended throughout our Diversity and Inclusion programming.
- Employee Resources Groups (ERGs) – we sponsor eight ERGs (the Women's Employee Network, the Black Employee Network, the Veterans ERG, the Asian ERG, the Global Organization of Latinos, the Lesbian, Gay, Bisexual, Transgender, Queer and Allies (LGBTQ+ Pride) ERG, the InterGenerational Employee Network, and VisAbility).
- In 2023, the Inclusive Leader Learning Experience was promoted to people leaders detailing three stages of inclusive leadership: Becoming Aware, Becoming an Ally and Upstander, and Becoming a Change Agent.
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.
All salaried employees globally complete our annual compliance curriculum.
- Women’s Leadership Development Programs
- The Women in Action Leadership Program is a virtual, self-paced cohort program that provides women with access to content that promotes their leadership development skills.
- The Women on the Rise (WOR) program is designed over eight-weeks to help empower, develop, connect and support emerging women leaders.
- The Women’s Leadership Program (WLP) is a cohort program for high potential talent that provides an opportunity to network with other senior women leaders, gain individual insights through an executive mentoring partnership and build leadership skills and confidence through a variety of learning components, speakers, experiences and assessments.
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.
- Providing flex time and flex place policies and resources as well as supporting flexible work arrangements, and other approaches to support evolving employee needs.
An excerpt. Shown here: 40 of 82 rewritten, 40 of 46 added and 40 of 50 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 3 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
For detailed information on the bankruptcy cases of Aldrich and Murray, see Part I, Item 1, "Business - Asbestos-Related Matters," Part I, Item 1A, "Risk Factors - Risks Related to Litigation," Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant [removed: Events," and] [added: Matters,"] Part II, Item 8, Consolidated Financial Statements, [removed: Note 1, "Description of Company,"] and Note 20, "Commitments and Contingencies."
Cover and table of contents
31 rewritten, 2 added, 1 removed, 121 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
For the fiscal year ended December 31, [removed: 2023][added: 2024]
The aggregate market value of ordinary shares held by nonaffiliates on June 30, [removed: 2023] [added: 2024] was [removed: $43.6] [added: $74.1] 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 [removed: February 2, 2024] [added: January 31, 2025] was [removed: 227,072,224.][added: 224,290,964.]
Portions of the [removed: registrant’s] [added: registrant's] proxy statement to be filed within 120 days of the close of the [removed: registrant’s] [added: registrant's] fiscal year in connection with the [removed: registrant’s] [added: registrant's] Annual General Meeting of Shareholders to be held June [removed: 6, 2024] [added: 5, 2025] are incorporated by reference into Part [removed: II and Part] III of this Form 10-K.
For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]
| Part I | | | Item 1. | | | [removed: [Business](#i59f548dee78e46c5baaa642277b0c7d3_16)] [added: [Business](#ife1b05f3957944c885bc9962124692e3_16)] | | | [removed: [4](#i59f548dee78e46c5baaa642277b0c7d3_16)] [added: [4](#ife1b05f3957944c885bc9962124692e3_16)] | | |
| | | | Item 1A. | | | [Risk [removed: Factors](#i59f548dee78e46c5baaa642277b0c7d3_19)] [added: Factors](#ife1b05f3957944c885bc9962124692e3_19)] | | | [removed: [13](#i59f548dee78e46c5baaa642277b0c7d3_19)] [added: [12](#ife1b05f3957944c885bc9962124692e3_19)] | | |
| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i59f548dee78e46c5baaa642277b0c7d3_22)] [added: Comments](#ife1b05f3957944c885bc9962124692e3_22)] | | | [removed: [24](#i59f548dee78e46c5baaa642277b0c7d3_22)] [added: [24](#ife1b05f3957944c885bc9962124692e3_22)] | | |
| | | | Item 1C. | | | [removed: [Cybersecurity](#i59f548dee78e46c5baaa642277b0c7d3_1663)] [added: [Cybersecurity](#ife1b05f3957944c885bc9962124692e3_25)] | | | [removed: [24](#i59f548dee78e46c5baaa642277b0c7d3_1663)] [added: [24](#ife1b05f3957944c885bc9962124692e3_25)] | | |
| | | | Item 2. | | | [removed: [Properties](#i59f548dee78e46c5baaa642277b0c7d3_25)] [added: [Properties](#ife1b05f3957944c885bc9962124692e3_28)] | | | [removed: [26](#i59f548dee78e46c5baaa642277b0c7d3_25)] [added: [25](#ife1b05f3957944c885bc9962124692e3_28)] | | |
| | | | Item 3. | | | [Legal [removed: Proceedings](#i59f548dee78e46c5baaa642277b0c7d3_28)] [added: Proceedings](#ife1b05f3957944c885bc9962124692e3_31)] | | | [removed: [26](#i59f548dee78e46c5baaa642277b0c7d3_28)] [added: [25](#ife1b05f3957944c885bc9962124692e3_31)] | | |
| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i59f548dee78e46c5baaa642277b0c7d3_31)] [added: Disclosures](#ife1b05f3957944c885bc9962124692e3_34)] | | | [removed: [26](#i59f548dee78e46c5baaa642277b0c7d3_31)] [added: [25](#ife1b05f3957944c885bc9962124692e3_34)] | | |
| Part II | | | Item 5. | | | [Market for [removed: Registrant’s] [added: Registrant](#ife1b05f3957944c885bc9962124692e3_40)['](#ife1b05f3957944c885bc9962124692e3_40)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i59f548dee78e46c5baaa642277b0c7d3_37)] [added: Securities](#ife1b05f3957944c885bc9962124692e3_40)] | | | [removed: [27](#i59f548dee78e46c5baaa642277b0c7d3_37)] [added: [26](#ife1b05f3957944c885bc9962124692e3_40)] | | |
| | | | Item 6. | | | [removed: [\[Reserved\]](#i59f548dee78e46c5baaa642277b0c7d3_40)] [added: [\[Reserved\]](#ife1b05f3957944c885bc9962124692e3_43)] | | | [removed: [29](#i59f548dee78e46c5baaa642277b0c7d3_40)] [added: [27](#ife1b05f3957944c885bc9962124692e3_43)] | | |
| | | | Item 7. | | | [removed: [Management’s] [added: [Management](#ife1b05f3957944c885bc9962124692e3_46)['](#ife1b05f3957944c885bc9962124692e3_46)[s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i59f548dee78e46c5baaa642277b0c7d3_43)] [added: Operations](#ife1b05f3957944c885bc9962124692e3_46)] | | | [removed: [30](#i59f548dee78e46c5baaa642277b0c7d3_43)] [added: [28](#ife1b05f3957944c885bc9962124692e3_46)] | | |
| | | | Item 7A. | | | [Quantitative and Qualitative Disclosure About Market [removed: Risk](#i59f548dee78e46c5baaa642277b0c7d3_61)] [added: Risk](#ife1b05f3957944c885bc9962124692e3_64)] | | | [removed: [47](#i59f548dee78e46c5baaa642277b0c7d3_61)] [added: [44](#ife1b05f3957944c885bc9962124692e3_64)] | | |
| | | | Item 8. | | | [Financial [removed: Statements](#i59f548dee78e46c5baaa642277b0c7d3_64)] [added: Statements](#ife1b05f3957944c885bc9962124692e3_67)] | | | [removed: [48](#i59f548dee78e46c5baaa642277b0c7d3_64)] [added: [45](#ife1b05f3957944c885bc9962124692e3_67)] | | |
| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i59f548dee78e46c5baaa642277b0c7d3_67)] [added: Disclosure](#ife1b05f3957944c885bc9962124692e3_70)] | | | [removed: [48](#i59f548dee78e46c5baaa642277b0c7d3_67)] [added: [45](#ife1b05f3957944c885bc9962124692e3_70)] | | |
| | | | Item 9A. | | | [Controls and [removed: Procedures](#i59f548dee78e46c5baaa642277b0c7d3_70)] [added: Procedures](#ife1b05f3957944c885bc9962124692e3_73)] | | | [removed: [48](#i59f548dee78e46c5baaa642277b0c7d3_70)] [added: [45](#ife1b05f3957944c885bc9962124692e3_73)] | | |
| | | | Item 9B. | | | [Other [removed: Information](#i59f548dee78e46c5baaa642277b0c7d3_73)] [added: Information](#ife1b05f3957944c885bc9962124692e3_76)] | | | [removed: [49](#i59f548dee78e46c5baaa642277b0c7d3_73)] [added: [46](#ife1b05f3957944c885bc9962124692e3_76)] | | |
| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i59f548dee78e46c5baaa642277b0c7d3_76)] [added: Inspections](#ife1b05f3957944c885bc9962124692e3_79)] | | | [removed: [49](#i59f548dee78e46c5baaa642277b0c7d3_76)] [added: [46](#ife1b05f3957944c885bc9962124692e3_79)] | | |
| Part III | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i59f548dee78e46c5baaa642277b0c7d3_82)] [added: Governance](#ife1b05f3957944c885bc9962124692e3_85)] | | | [removed: [49](#i59f548dee78e46c5baaa642277b0c7d3_82)] [added: [47](#ife1b05f3957944c885bc9962124692e3_85)] | | |
| | | | Item 11. | | | [Executive [removed: Compensation](#i59f548dee78e46c5baaa642277b0c7d3_85)] [added: Compensation](#ife1b05f3957944c885bc9962124692e3_88)] | | | [removed: [49](#i59f548dee78e46c5baaa642277b0c7d3_85)] [added: [47](#ife1b05f3957944c885bc9962124692e3_88)] | | |
| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i59f548dee78e46c5baaa642277b0c7d3_88)] [added: Matters](#ife1b05f3957944c885bc9962124692e3_91)] | | | [removed: [49](#i59f548dee78e46c5baaa642277b0c7d3_88)] [added: [47](#ife1b05f3957944c885bc9962124692e3_91)] | | |
| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i59f548dee78e46c5baaa642277b0c7d3_91)] [added: Independence](#ife1b05f3957944c885bc9962124692e3_94)] | | | [removed: [49](#i59f548dee78e46c5baaa642277b0c7d3_91)] [added: [47](#ife1b05f3957944c885bc9962124692e3_94)] | | |
| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i59f548dee78e46c5baaa642277b0c7d3_94)] [added: Services](#ife1b05f3957944c885bc9962124692e3_97)] | | | [removed: [49](#i59f548dee78e46c5baaa642277b0c7d3_94)] [added: [47](#ife1b05f3957944c885bc9962124692e3_97)] | | |
| Part IV | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i59f548dee78e46c5baaa642277b0c7d3_100)] [added: Schedules](#ife1b05f3957944c885bc9962124692e3_103)] | | | [removed: [50](#i59f548dee78e46c5baaa642277b0c7d3_100)] [added: [48](#ife1b05f3957944c885bc9962124692e3_103)] | | |
| | | | Item 16. | | | [Form 10-K [removed: Summary](#i59f548dee78e46c5baaa642277b0c7d3_106)] [added: Summary](#ife1b05f3957944c885bc9962124692e3_109)] | | | [removed: [62](#i59f548dee78e46c5baaa642277b0c7d3_106)] [added: [60](#ife1b05f3957944c885bc9962124692e3_109)] | | |
Forward-looking statements may relate to such matters as projections of revenue, margins, expenses, tax provisions, earnings, cash flows, benefit obligations, share or debt repurchases or other financial items; any statements of the plans, strategies and objectives of management for future operations, including those relating to any statements concerning expected development, performance or market share relating to our products and services; any statements regarding future economic conditions or our [removed: performance including our future performance statements related to the continued impact of the Coronavirus Disease 2019 (COVID-19) global pandemic;] [added: performance;] any statements regarding our sustainability commitments; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.
- impacts of global health crises, [removed: including the COVID-19 pandemic, and] other epidemics, pandemics, or other contagious outbreaks on our business operations, financial results and financial position and on the world economy;
- national and international conflict, including war, civil disturbances and terrorist acts, including the Russia-Ukraine [removed: conflict] [added: conflict, the Middle East conflict,] and other geopolitical hostilities;
| 5.100% Senior Notes due 2034 | | | | | | TT34 | | | | | | New York Stock Exchange | | |
| | | | [Signatures](#ife1b05f3957944c885bc9962124692e3_112) | | | | | | [61](#ife1b05f3957944c885bc9962124692e3_112) | | |
| | | | [Signatures](#i59f548dee78e46c5baaa642277b0c7d3_109) | | | | | | [63](#i59f548dee78e46c5baaa642277b0c7d3_109) | | |
Item 1C. CYBERSECURITY
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Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
We maintain a cybersecurity [removed: risk assessment] program and framework as set forth in our cybersecurity policies and standards.
- Regularly perform cybersecurity-related disaster recovery testing to ensure that the [removed: Company’s] [added: Company's] mission-critical systems are recoverable, in support of the business continuity needs of our various business lines; [removed: and]
Any changes or additions to our cybersecurity [removed: 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.
[removed: 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.
- Maintain an operational technology (OT) security program to address cyber risks that are inherent and unique to our industry and manufacturing environment;
- Maintain a centralized product security program that unifies company-wide strategy to ensure our customer-facing products and services are secure by design; and
We also maintain a cybersecurity third party risk management program which evaluates third parties that either host or have access to our data and/or systems to ensure that they are aligned with our security requirements.
The ERIC is charged with providing guidance and direction for integrating enterprise risk
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.
Item 2. PROPERTIES
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Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
As of December 31, [removed: 2023,] [added: 2024,] we owned or leased approximately [removed: 29] [added: 30] million square feet of space worldwide.
Manufacturing and assembly operations are [added: principally] conducted in [removed: 39] [added: 36] plants across the world.
The locations [removed: by segment] of our principal plant [removed: facilities] [added: facilities, by segment,] at December 31, [removed: 2023] [added: 2024] were as follows:
| Monterrey, Mexico | | | | | | [added: Wittenberg, Germany] | | | | | | | | |
| Marietta, Ohio | | | | | | Wittenberg, Germany | | | | | | | | |
| Newberry, South Carolina | | | | | | | | | | | | | | |
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
9 rewritten, 7 added, 28 removed, 13 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
As of [removed: February 2, 2024,] [added: January 31, 2025,] the approximate number of record holders of ordinary shares was [removed: 2,315.][added: 2,171.]
The following table provides information with respect to purchases of our ordinary shares during the quarter ended December 31, [removed: 2023:][added: 2024:]
In February 2022, our Board of Directors authorized the repurchase of up to $3.0 billion of our ordinary shares (2022 [removed: Authorization).][added: Authorization) and in December 2024, our Board of Directors authorized the repurchase of up to an additional $5.0 billion of our ordinary shares (2024 Authorization) upon the completion of the 2022 Authorization.]
During the fourth quarter of [removed: 2023,] [added: 2024,] we repurchased approximately [removed: $209] [added: $355] million of our ordinary shares, consistent with our capital allocation strategy, leaving [removed: $2.5] [added: $1.2] billion remaining under the 2022 Authorization [removed: as of December 31, 2023.][added: and $5.0 billion remaining under the 2024 Authorization.]
We reacquired [removed: 335] [added: 791] shares in [removed: October] [added: October, 14 shares in November,] and [removed: 320] [added: 168] 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 & [removed: Poor’s] [added: Poor's] 500 Stock Index and (ii) the Standard & [removed: Poor’s] [added: Poor's] 500 Industrial Index for the five years ended December 31, [removed: 2023.][added: 2024.]
The graph assumes an investment of $100 in our ordinary shares, the Standard & [removed: Poor’s] [added: Poor's] 500 Stock Index and the Standard & [removed: Poor’s] [added: Poor's] 500 Industrial Index on December 31, [removed: 2018] [added: 2019] and assumes the reinvestment of dividends.
[removed: ][added: ]
| Company/Index | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]
| October 1 - October 31 | | | | | | 266.8 | | | | | | $ | 393.81 | | | | | 266.0 | | | | | | $ | 1,499,772 | |
| November 1 - November 30 | | | | | | 354.6 | | | | | | 402.91 | | | | | | 354.6 | | | | | | 1,356,912 | | |
| December 1 - December 31 | | | | | | 268.0 | | | | | | 400.06 | | | | | | 267.8 | | | | | | 1,249,772 | | |
| Total | | | | | | 889.4 | | | | | | $ | 399.32 | | | | | 888.4 | | | | | | | | |
| Trane Technologies | | | 100 | | | 144 | | | 202 | | | 171 | | | 252 | | | 386 | | |
| S&P 500 | | | 100 | | | 118 | | | 152 | | | 125 | | | 157 | | | 197 | | |
| S&P 500 Industrials Index | | | 100 | | | 111 | | | 134 | | | 127 | | | 150 | | | 176 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | | | | | | | | |
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 | | |
Item 8. FINANCIAL STATEMENTS
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Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
(a)The following Consolidated Financial Statements and the report thereon of PricewaterhouseCoopers LLP dated February [removed: 8, 2024,] [added: 6, 2025,] are presented in this Annual Report on Form 10-K beginning on page F-1.
[removed: Report] [added: [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#ife1b05f3957944c885bc9962124692e3_118)]
[removed: Consolidated] [added: [Consolidated] Statements of [removed: Earnings] [added: Earnings](#ife1b05f3957944c885bc9962124692e3_121)] for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
[removed: Consolidated] [added: [Consolidated] Statements of Comprehensive [removed: Income] [added: Income](#ife1b05f3957944c885bc9962124692e3_124)] for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
[removed: Consolidated] [added: [Consolidated] Balance [removed: Sheets] [added: Sheets](#ife1b05f3957944c885bc9962124692e3_127)] at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]
[removed: Consolidated] [added: [Consolidated] Statements of [removed: Equity] [added: Equity](#ife1b05f3957944c885bc9962124692e3_130)] for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
[removed: Consolidated] [added: [Consolidated] Statements of Cash [removed: Flows] [added: Flows](#ife1b05f3957944c885bc9962124692e3_133)] for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
[removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements][added: Statements](#ife1b05f3957944c885bc9962124692e3_136)]
Item 9A. CONTROLS AND PROCEDURES
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Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]
Management concluded that based on its assessment, the Company's internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]
The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 23 added, 1 removed, 0 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
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 (as defined in SEC Rule 16a-1(f)) 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.
During the fourth quarter of 2024, none of our directors or executive officers adopted or terminated a "non-Rule 10b5-1 trading arrangement," as defined in Item 408(a) of Regulation S-K.
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted or terminated by our directors and executive officers during the fourth quarter of 2024, 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) | | |
| Paul A. Camuti(3) *Executive Vice President and Chief Technology and Sustainability Officer* | | | | | | Adopt | | | | | | 11/13/2024 | | | | | | 5/2/2025 | | | | | | Sale of up to 14,270(4) shares of common stock | | |
| Donald E. Simmons *Group President, Americas* | | | | | | Adopt | | | | | | 10/31/2024 | | | | | | 5/10/2025 | | | | | | Sale of up to 24,358(5) 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) Mr. Camuti retired on December 31, 2024.
(4) This figure includes a grant of 4,487 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.
(5) This figure includes a grant of 2,991 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.
None.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 2 unchanged
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Election of [removed: Directors”, “Delinquent] [added: Directors," "Delinquent] Section 16(a) [removed: Reports”] [added: Reports (to the extent reported therein)"] and [removed: “Corporate Governance”] [added: "Corporate Governance"] in our definitive proxy statement for the [removed: 2024] [added: 2025] annual general meeting of shareholders [removed: (2024] [added: (2025] Proxy Statement).
Item 11. EXECUTIVE COMPENSATION
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The other information required by this item is incorporated herein by reference to the information contained under the headings [removed: “Compensation] [added: "Compensation] Discussion and [removed: Analysis,” “Compensation] [added: Analysis," "Compensation] of [removed: Directors,” “Executive Compensation,” “Human] [added: Directors," "Executive Compensation," "Human] Resources and Compensation Committee [removed: Report”] [added: Report"] and [removed: “Human] [added: "Human] Resources and Compensation Committee Interlocks and Insider [removed: Participation”] [added: Participation"] in our [removed: 2024] [added: 2025] Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
1 rewritten, 0 added, 0 removed, 1 unchanged
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The other information required by this item is incorporated herein by reference to the information contained under the headings [removed: “Security] [added: "Security] Ownership of Certain Beneficial Owners and [removed: Management”] [added: Management"] and [removed: “Equity] [added: "Equity] Compensation Plan [removed: Information”] [added: Information"] in our [removed: 2024] [added: 2025] Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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The other information required by this item is incorporated herein by reference to the information contained under the headings [removed: “Corporate Governance”] [added: "Corporate Governance"] and [removed: “Certain] [added: "Certain] Relationships and Related Person [removed: Transactions”] [added: Transactions"] in our [removed: 2024] [added: 2025] Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The information required by this item is incorporated herein by reference to the information contained under the caption [removed: “Fees] [added: "Fees] of the Independent [removed: Auditors”] [added: Auditors"] in our [removed: 2024] [added: 2025] Proxy Statement.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
108 rewritten, 126 added, 122 removed, 23 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
| Exhibit No. | | | | | | Description | | | | | | Method of Filing | | | [added: | | |]
| [removed: 1.1] [added: 4.41] | | | | | | [removed: [Underwriting Agreement,] [added: [Indenture,] dated as of [removed: February 16,] [added: 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 [removed: BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC,] [added: Computershare Trust Company, N.A.,] as [removed: representatives of] [added: Trustee, relating to] the [removed: several underwriters.](https://www.sec.gov/Archives/edgar/data/1466258/000119312523060037/d469671dex11.htm)] [added: 5.250% Senior Notes due 2033.](https://www.sec.gov/Archives/edgar/data/1466258/000119312523060037/d469671dex41.htm)] | | | | | | Incorporated by reference to Exhibit [removed: 1.1] [added: 4.1] to the [removed: Company’s] [added: Company's] 2023 Form 8-K (File No. 001-34400) filed with the SEC on March 3, 2023. | | | [added: | | |]
| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of April 30, 2019, by and among the Company, Gardner Denver Holdings, Inc., Ingersoll-Rand U.S. HoldCo, Inc. and Charm Merger Sub Inc.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0201.htm) | | | | | | Incorporated by reference to Exhibit 2.1 to the [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019. | | | [added: | | |]
| 2.2 | | | | | | [Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0202.htm) | | | | | | Incorporated by reference to Exhibit 2.2 to the [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019). | | | [added: | | |]
| 3.1 | | | | | | [Constitution of the Company, as amended and restated on June 2, 2016](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000468/ingersoll-randplcxconstitu.htm) | | | | | | Incorporated by reference to Exhibit 3.1 to the [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on June 7, 2016. | | | [added: | | |]
| 3.2 | | | | | | [Amendment to the Constitution of the Company dated March 2, 2020](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit32amendment.htm) | | | | | | Incorporated by reference to Exhibit 3.2 to the [removed: Company’s] [added: Company's] 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | | [added: | | |]
| | | | | | | The Company and its subsidiaries are parties to several long-term debt instruments under which, in each case, the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. | | | | | | Pursuant to paragraph 4 (iii)(A) of Item 601 (b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request. | | | [added: | | |]
| Exhibit No. | | | | | | Description | | | | | | Method of Filing | | | [added: | | |]
| 4.1 | | | | | | [Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex41.htm) | | | | | | Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | | | [added: | | |]
| 4.2 | | | | | | [First Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 2.875% Senior Notes due 2019.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex42.htm) | | | | | | Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | | | [added: | | |]
| 4.3 | | | | | | [Second Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 4.250% Senior Notes due 2023.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex43.htm) | | | | | | Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | | | [added: | | |]
| 4.4 | | | | | | [Third Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 5.750% Senior Notes due 2043.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex44.htm) | | | | | | Incorporated by reference to Exhibit 4.4 to the [removed: Company's] [added: Company' s] Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | | | [added: | | |]
| 4.5 | | | | | | [Fourth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000064/exhibit41-fourthsupplement.htm) | | | | | | Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013. | | | [added: | | |]
| 4.6 | | | | | | [Fifth Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex45.htm) | | | | | | Incorporated by reference to Exhibit 4.5 to the [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | | | [added: | | |]
| 4.7 | | | | | | [Sixth Supplemental Indenture, dated as of December 18, 2015, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., and Ingersoll-Rand Lux International Holding Company S.à.r.l. as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000319/ex421-sixthsupplementalind.htm) | | | | | | Incorporated by reference to Exhibit 4.21 to the Company's Form 10-K for the fiscal year ended 2015 (File No. 001-34400) filed with the SEC on February 12, 2016. | | | [added: | | |]
| Exhibit No. | | | | | | Description | | | | | | Method of Filing | | | [added: | | |]
| 4.8 | | | | | | [Seventh Supplemental Indenture, dated as of April 5, 2016, by and among Ingersoll-Rand Global Holding company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., and Ingersoll-Rand Irish Holdings Unlimited Company, as guarantors, and The Bank of New York Mellon, as Trustee, to an indenture, dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625817000053/ex419-seventhsupplementali.htm) | | | | | | Incorporated by reference to Exhibit 4.19 to the [removed: Company’s] [added: Company's] Form 10-K for the fiscal year ended 2016 (File No. 001-34400) filed with the SEC on February 13, 2017. | | | [added: | | |]
| 4.9 | | | | | | [Eighth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit49-2013indenturexei.htm) | | | | | | Incorporated by reference to Exhibit 4.9 to the [removed: Company’s] [added: Company's] 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | | [added: | | |]
| 4.10 | | | | | | [Ninth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit410-2013indenturexn.htm) | | | | | | Incorporated by reference to Exhibit 4.10 to the [removed: Company’s] [added: Company's] 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | | [added: | | |]
| 4.11 | | | | | | [Tenth Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies HoldCo Inc., Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC, and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit411-2013indenturext.htm) | | | | | | Incorporated by reference to Exhibit 4.11 to the [removed: Company’s] [added: Company's] 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | | [added: | | |]
| 4.12 | | | | | | [Eleventh Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies HoldCo Inc., Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC, and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625821000027/exhibit412-2013indenturexe.htm) | | | | | | Incorporated by reference to Exhibit 4.12 to the [removed: Company’s] [added: Company's] 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | | [added: | | |]
| 4.13 | | | | | | [Twelfth Supplemental Indenture, dated as of April 30, 2021, by and among Trane Technologies HoldCo Inc., Trane Technologies Company LLC, Trane Technologies Global Holding Company Limited, Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company and Trane Technologies Financing Limited and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/1466258/000146625822000031/exhibit413twelfthsupplemen.htm) | | | | | | Incorporated by reference to Exhibit 4.13 to the [removed: Company’s] [added: Company's] 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022. | | | [added: | | |]
| Exhibit No. | | | | | | Description | | | | | | Method of Filing | | | [added: | | |]
| 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 [removed: 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] [added: Holding II] Company Limited, and The Bank of New York Mellon, as Trustee.](https://www.sec.gov/Archives/edgar/data/1466258/000146625824000047/ex414thirteenthsupplementa.htm) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 4.14 to the Company's 2023 Form 10-K (File No. 001-34400) filed with the SEC on February 8, 2024.] | | | [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 [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on October 29, [removed: 2014] [added: 2014.] | | | [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 [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | | | [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 [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | | | [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 [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. | | | [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. | | | [added: | | |]
| Exhibit No. | | | | | | Description | | | | | | Method of Filing | | | [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 [removed: Company’s] [added: Company's] Form 10-K for the fiscal year ended 2016 (File No. 001-34400) filed with the SEC on February 13, 2017. | | | [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 [removed: Company’s] [added: Company's] 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | | [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 [removed: Company’s] [added: Company's] 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | | [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 [removed: Company’s] [added: Company's] 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | | [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 [removed: Company’s] [added: Company's] 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | | | [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 [removed: Company’s] [added: Company's] 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022. | | | [added: | | |]
| 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) | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 4.26 to the Company's 2023 Form 10-K (File No. 001-34400) filed with the SEC on February 8, 2024.] | | | [added: | | |]
| Exhibit No. | | | | | | Description | | | | | | Method of Filing | | | [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 [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | | | [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 [removed: Company’s] [added: Company's] Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. | | | [added: | | |]
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An excerpt. Shown here: 40 of 108 rewritten, 40 of 126 added and 40 of 122 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2024 filing and the FY2023 filing.
Item 16. FORM 10-K SUMMARY
614 rewritten, 184 added, 222 removed, 1,046 unchanged
Read the full itemFY2024 item · filed February 6, 2025FY2023 item · filed February 8, 2024
| Date: | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ David S. Regnery | | | | | | Chair of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ Christopher J. Kuehn | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ [removed: Mark A. Majocha] [added: Elizabeth Elwell] | | | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ Kirk E. Arnold | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ Ana P. Assis | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ Ann C. Berzin | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ April Miller Boise | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ Gary D. Forsee | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ Mark R. George | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ John A. Hayes | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ Linda P. Hudson | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ Myles P. Lee | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ Melissa N. Schaeffer | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| /s/ John P. Surma | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 6, 2025] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i59f548dee78e46c5baaa642277b0c7d3_115)] [added: Firm](#ife1b05f3957944c885bc9962124692e3_118)] (PCAOB ID 238) | | | [removed: F-[2](#i59f548dee78e46c5baaa642277b0c7d3_115)] [added: F-[2](#ife1b05f3957944c885bc9962124692e3_118)] | | |
| [Consolidated Statements of [removed: Earnings](#i59f548dee78e46c5baaa642277b0c7d3_118)] [added: Earnings](#ife1b05f3957944c885bc9962124692e3_121)] | | | [removed: F-[5](#i59f548dee78e46c5baaa642277b0c7d3_118)] [added: F-[5](#ife1b05f3957944c885bc9962124692e3_121)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i59f548dee78e46c5baaa642277b0c7d3_121)] [added: Income](#ife1b05f3957944c885bc9962124692e3_124)] | | | [removed: F-[6](#i59f548dee78e46c5baaa642277b0c7d3_121)] [added: F-[6](#ife1b05f3957944c885bc9962124692e3_124)] | | |
| [Consolidated Balance [removed: Sheets](#i59f548dee78e46c5baaa642277b0c7d3_124)] [added: Sheets](#ife1b05f3957944c885bc9962124692e3_127)] | | | [removed: F-[7](#i59f548dee78e46c5baaa642277b0c7d3_124)] [added: F-[7](#ife1b05f3957944c885bc9962124692e3_127)] | | |
| [Consolidated Statements of [removed: Equity](#i59f548dee78e46c5baaa642277b0c7d3_127)] [added: Equity](#ife1b05f3957944c885bc9962124692e3_130)] | | | [removed: F-[8](#i59f548dee78e46c5baaa642277b0c7d3_127)] [added: F-[8](#ife1b05f3957944c885bc9962124692e3_130)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i59f548dee78e46c5baaa642277b0c7d3_130)] [added: Flows](#ife1b05f3957944c885bc9962124692e3_133)] | | | [removed: F-[9](#i59f548dee78e46c5baaa642277b0c7d3_130)] [added: F-[9](#ife1b05f3957944c885bc9962124692e3_133)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i59f548dee78e46c5baaa642277b0c7d3_133)] [added: Statements](#ife1b05f3957944c885bc9962124692e3_136)] | | | [removed: F-[10](#i59f548dee78e46c5baaa642277b0c7d3_133)] [added: F-[10](#ife1b05f3957944c885bc9962124692e3_136)] | | |
We have audited the accompanying consolidated balance sheets of Trane Technologies plc and its subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
As described in Notes 2 and 12 to the consolidated financial statements, the Company recognized [removed: $17.7] [added: $19.8] billion of consolidated [added: net] revenue for the year ended December 31, [removed: 2023.][added: 2024.]
Intangible assets [removed: fair value] associated with [removed: the MTA acquisition] [added: these acquisitions] totaled [removed: $93.3] [added: $51.6] million and primarily relate to customer relationships.
The [removed: preliminary] valuation of intangible assets [removed: related to the acquisitions of MTA, Helmer and Nuvolo] was determined [removed: by management] using an income approach methodology.
Key assumptions include projected cash flows, including revenue growth rates and [removed: margins,] [added: margins and] customer attrition [removed: rates, royalty rates and discount rates attributable to each intangible asset.][added: rates.]
The principal considerations for our determination that performing procedures relating to the [removed: valuation] [added: goodwill impairment assessment] of [removed: certain intangible assets related to] the [removed: acquisitions of MTA, Helmer, and] Nuvolo [added: reporting unit] is a critical audit matter are (i) the significant judgment by management when developing the fair value [removed: estimates] [added: estimate] of the [removed: customer relationships acquired in the MTA and Helmer acquisitions, and developed technology acquired in the] Nuvolo [removed: acquisition;] [added: reporting unit;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating [removed: management’s] [added: management's] significant assumptions related to [removed: the margins and discount rates for the customer relationships and the] revenue growth [removed: rates, margins,] [added: rate] and discount rate [removed: for the developed technology; and (iii) the audit effort involved] [added: used in] the [removed: use of professionals with specialized skill and knowledge.]
These procedures included testing the effectiveness of controls relating to [added: management's goodwill impairment test, including controls over] the [added: valuation of the Nuvolo reporting unit.]
These procedures also included, among others (i) [removed: reading the purchase agreements; (ii)] testing [removed: management’s] [added: management's] process for developing the fair value [removed: estimates] [added: estimate] of the [removed: customer relationships acquired in the MTA and Helmer acquisitions and developed technology acquired in the] Nuvolo [removed: acquisition; (iii)] [added: reporting unit; (ii)] evaluating the appropriateness of the [removed: excess earnings models] [added: valuation techniques] used by management; [removed: (iv)] [added: (iii)] testing the completeness and accuracy of [removed: certain] underlying data used in the [removed: excess earnings models; (v)] [added: discounted cash flow model] and [added: market-adjusted multiple of revenues valuation approach; and (iv)] evaluating the reasonableness of [added: the] significant assumptions used by management related to [removed: the margins and discount rates related to the customer relationships and the] revenue growth [removed: rates, margins,] [added: rate] and discount rate [removed: related to] [added: used in] the [removed: developed technology.][added: discounted cash flow valuation model.]
Evaluating [removed: the reasonableness of management’s significant] [added: management's] assumptions related to [removed: the margins related to the customer relationships and the] revenue growth [removed: rates and margins related to the developed technology] [added: rate] involved [added: evaluating whether the assumptions used by management were reasonable] considering (i) the [removed: past] [added: current] performance of the [removed: acquired businesses,] [added: Nuvolo reporting unit;] (ii) the consistency with external market and industry [removed: data,] [added: 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 [removed: excess earnings models] [added: valuation techniques] and (ii) the reasonableness of the discount rate [removed: assumptions.][added: assumption.]
| For the years ended December 31, | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Products | | | | | | $ | [removed: 11,975.4] [added: 13,314.5] | | | | | $ | [removed: 10,930.8] [added: 11,975.4] | | | | | $ | [removed: 9,498.8] [added: 10,930.8] | |
| Services | | | | | | [removed: 5,702.2] [added: 6,523.7] | | | | | | [removed: 5,060.9] [added: 5,702.2] | | | | | | [removed: 4,637.6] [added: 5,060.9] | | |
| | | | | | | [removed: 17,677.6] [added: 19,838.2] | | | | | | [removed: 15,991.7] [added: 17,677.6] | | | | | | [removed: 14,136.4] [added: 15,991.7] | | |
| Cost of products sold | | | | | | [removed: (8,414.2)] [added: (8,927.9)] | | | | | | [removed: (7,935.2)] [added: (8,414.2)] | | | | | | [removed: (6,843.1)] [added: (7,935.2)] | | |
| (Elizabeth Elwell) | | | | | | | | | | | | | | |
*Annual Goodwill Impairment Test – Nuvolo Reporting Unit*
As described in Notes 2 and 5 to the consolidated financial statements, the Company's consolidated goodwill balance was $6,128 million as of December 31, 2024, of which $313 million relates to one reporting unit formed upon the acquisition of Nuvolo in November 2023.
Management tests goodwill for impairment annually during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset is more likely than not less than the carrying amount of the asset.
As disclosed by management, because quoted market prices are not available for the Company's reporting units, the calculation of their estimated fair value is determined using three valuation techniques: a discounted cash flow model (an income approach), a market-adjusted multiple of earnings or revenues (a market approach), and a similar transactions method (also a market approach).
The discounted cash flow approach relies on management's estimates of future cash flows and explicitly addresses factors such as timing, revenue growth rates, and margins, with due consideration given to forecasting risk.
The market-adjusted multiple of earnings or revenues approach reflects the market's expectations for future growth and risk, with adjustments to account for differences between the guideline publicly traded companies and the Company's reporting units.
The similar transactions method considers prices paid in transactions that have recently occurred in the reporting unit's industry or in related industries.
These valuation techniques are weighted 50%, 40% and 10%, respectively.
Under the income approach, management's assumptions include the revenue growth rate and discount rate.
Under the guideline public company method, the Company used multiples of earnings before interest, taxes, depreciation and amortization (EBITDA) or revenues based on the market information of comparable companies.
discounted cash flow valuation model; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
February 6, 2025
| Net earnings | | | | | | 2,589.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,567.9 | | | | | | — | | | | | | 21.6 | | | | | | | | |
| Repurchase of ordinary shares | | | | | | (1,280.8) | | | | | | (3.9) | | | | | | (3.9) | | | | | | — | | | | | | (128.6) | | | | | | (1,148.3) | | | | | | — | | | | | | — | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2024 | | | | | | $ | 7,486.9 | | | | | $ | 249.0 | | | | | 249.0 | | | | | | $ | (1,719.3) | | | | | $ | — | | | | | $ | 9,791.8 | | | | | $ | (864.1) | | | | | $ | 29.5 | | | | | | | |
| Purchases of short-term investments | | | | | | (450.0) | | | | | | — | | | | | | — | | |
| Proceeds from short-term investments | | | | | | 450.0 | | | | | | — | | | | | | — | | |
Impairment of goodwill is tested at the reporting unit level.
The test compares the carrying amount of the reporting unit to its estimated fair value.
If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired.
To the extent that the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss would be recognized for the amount by which the reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit.
The Company adopted this, as required, for the year ended December 31, 2024.
See Note 19, "Business Segment Information" for more information regarding the Company's segment disclosures.
In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)" (ASU 2024-03) which requires additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement.
The Company does not currently expect to adopt this ASU before the required effective date.
The Company does not currently expect to adopt this ASU before the required effective date.
| | | | | | | 2,140.2 | | | | | | 2,322.5 | | |
| | | | | | | 4,207.6 | | | | | | 3,820.9 | | |
| Acquisitions (1) | | | | | | 102.4 | | | | | | — | | | | | | — | | | | | | 102.4 | | |
| Measurement period adjustments | | | | | | (2.2) | | | | | | 1.8 | | | | | | — | | | | | | (0.4) | | |
| Currency translation | | | | | | (6.4) | | | | | | (49.2) | | | | | | (13.8) | | | | | | (69.4) | | |
| Net balance as of December 31, 2024 | | | | | | $ | 4,769.1 | | | | | $ | 821.6 | | | | | $ | 537.2 | | | | | $ | 6,127.9 | |
| 2025 | | | $ | 156 | |
| 2029 | | | 52 | | |
| 6.480% Senior Notes due 2025 | | | | | | 149.7 | | | | | | — | | |
Holders who had the option to exercise puts up to $37.2 million for settlement in February 2024 and $257.8 million for settlement in November 2024 did not exercise such option.
| 7.200% Debentures due 2025 | | | | | | $ | — | | | | | $ | 7.5 | |
| 5.100% Senior Notes due 2034 | | | | | | 494.3 | | | | | | — | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Mark A. Majocha) | | | | | | | | | | | | | | |
*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.
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.
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.
acquisition accounting, including controls over management’s valuation of customer relationships and developed technology acquired.
February 8, 2024
| Net revenues | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2020 | | | | | | $ | 6,427.1 | | | | | $ | 263.3 | | | | | 263.3 | | | | | | $ | (1,719.4) | | | | | $ | — | | | | | $ | 8,495.3 | | | | | $ | (631.5) | | | | | $ | 19.4 | | | | | | | |
| Net earnings | | | | | | 1,436.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,423.4 | | | | | | — | | | | | | 13.2 | | | | | | | | |
| Repurchase of ordinary shares | | | | | | (1,100.3) | | | | | | (5.9) | | | | | | (5.9) | | | | | | — | | | | | | (142.5) | | | | | | (951.9) | | | | | | — | | | | | | — | | | | | | | | |
| Separation of Ingersoll Rand Industrial | | | | | | (49.0) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (49.0) | | | | | | — | | | | | | — | | | | | | | | |
Reorganization of Aldrich and Murray
On May 1, 2020, certain subsidiaries of the Company underwent an internal corporate restructuring that was effectuated through a series of transactions (2020 Corporate Restructuring).
As a result, Aldrich Pump LLC (Aldrich) and Murray Boiler LLC (Murray), indirect wholly-owned subsidiaries of Trane Technologies plc, became solely responsible for the asbestos-related liabilities, and the beneficiaries of the asbestos-related insurance assets, of Trane Technologies Company LLC and Trane U.S. Inc, respectively.
On a consolidated basis, the 2020 Corporate Restructuring did not have an impact on the Consolidated Financial Statements.
In connection with the 2020 Corporate Restructuring, certain subsidiaries of the Company entered into funding agreements with Aldrich and Murray (collectively the Funding Agreements), pursuant to which those subsidiaries are obligated, among other things, to pay the costs and expenses of Aldrich and Murray during the pendency of the Chapter 11 cases to the extent distributions from their respective subsidiaries are insufficient to do so and to provide an amount for the funding for a trust established pursuant to section 524(g) of the Bankruptcy Code, to the extent that the other assets of Aldrich and Murray are insufficient to provide the requisite trust funding.
On June 18, 2020 (Petition Date), Aldrich and Murray filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Western District of North Carolina (the Bankruptcy Court) to resolve equitably and permanently all current and future asbestos related claims in a manner beneficial to claimants, Aldrich and Murray.
As a result of the Chapter 11 filings, all asbestos-related lawsuits against Aldrich and Murray have been stayed due to the imposition of a statutory automatic stay applicable in Chapter 11 bankruptcy cases.
Only Aldrich and Murray have filed for Chapter 11 relief.
Neither Aldrich's wholly-owned subsidiary, 200 Park, Inc. (200 Park), Murray's wholly-owned subsidiary, ClimateLabs LLC (ClimateLabs), Trane Technologies plc nor its other subsidiaries (the Trane Companies) are part of the Chapter 11 filings.
The Trane Companies are expected to continue to operate as usual, with no disruption to their employees, suppliers, or customers globally.
However, as of the Petition Date, Aldrich and its wholly-owned subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs were deconsolidated and their respective assets and liabilities were derecognized from the Company's Consolidated Financial Statements.
The Company recorded a liability for actual and anticipated future claims as well as an asset for anticipated insurance settlements.
Asbestos-related defense costs were excluded from the asbestos claims liability and were recorded separately as services were incurred.
None of the Company's existing or previously-owned businesses were a producer or manufacturer of asbestos.
In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (ASU 2021-08), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers” (ASC 606).
The Company early adopted this standard during the fourth quarter of 2021 and applied it retrospectively to all business combinations for which the acquisition date occurred on or after January 1, 2021 resulting in no material impact on its Consolidated Financial Statements.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" (ASU 2019-12), which simplifies certain aspects of income tax accounting guidance in ASC 740, reducing the complexity of its application.
Certain exceptions to ASC 740 presented within the ASU include: intraperiod tax allocation, deferred tax liabilities related to outside basis differences, year-to-date loss in interim periods, among others.
ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020 including interim periods therein with early adoption permitted.
The Company adopted this standard on January 1, 2021 with no material impact on its Consolidated Financial Statements.
An excerpt. Shown here: 40 of 614 rewritten, 40 of 184 added and 40 of 222 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2024 filing and the FY2023 filing.