Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) 1. | Financial Statements See Item 8. | ||||
| 2. | Financial Statement Schedules | ||||
| Schedules have been omitted because the required information is not applicable or because the required information is included elsewhere in this Annual Report on Form 10-K. | |||||
| 3. | Exhibits | ||||
| The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K. |
TRANE TECHNOLOGIES PLC
INDEX TO EXHIBITS
(Item 15(a))
Description
Pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), Trane Technologies plc (the "Company") has filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.
On July 1, 2009, Ingersoll-Rand Company Limited, a Bermuda company, completed a reorganization to change the jurisdiction of incorporation of the parent company from Bermuda to Ireland. As a result, Ingersoll-Rand plc replaced Ingersoll-Rand Company Limited as the ultimate parent company effective July 1, 2009. All references related to the Company prior to July 1, 2009 relate to Ingersoll-Rand Company Limited. On March 2, 2020, Ingersoll-Rand plc changed its name to Trane Technologies plc.
(a) Exhibits
| Exhibit No. | Description | Method of Filing | |||||||||||||||
| 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. | Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019. | |||||||||||||||
| 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. | Incorporated by reference to Exhibit 2.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019). | |||||||||||||||
| 3.1 | Constitution of the Company, as amended and restated on June 2, 2016 | Incorporated by reference to Exhibit 3.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 7, 2016. | |||||||||||||||
| 3.2 | Amendment to the Constitution of the Company dated March 2, 2020 | Incorporated by reference to Exhibit 3.2 to the Company's 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | |||||||||||||||
| 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. | ||||||||||||||||
| 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. | 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. | |||||||||||||||
| 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. | 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. | |||||||||||||||
| Exhibit No. | Description | Method of Filing | |||||||||||||||
| 10.18* | Trane Technologies Director Deferred Compensation and Stock Award Plan II (as amended and restated effective March 2, 2020). | Incorporated by reference to Exhibit 10.14 to the Company's 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | |||||||||||||||
| 10.19* | Trane Technologies Supplemental Employee Savings Plan (amended and restated effective May 4, 2020). | Incorporated by reference to Exhibit 10.15 to the Company's 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | |||||||||||||||
| 10.20* | Trane Technologies Supplemental Employee Savings Plan II (effective January 1, 2005 and amended and restated through May 4, 2020). | Incorporated by reference to Exhibit 10.16 to the Company's 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | |||||||||||||||
| 10.21* | Trane Inc. Deferred Compensation Plan (as amended and restated as of May 4, 2020, except where otherwise stated). | Incorporated by reference to Exhibit 10.17 to the Company's 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | |||||||||||||||
| 10.22* | Trane Technologies Supplemental Pension Plan (Amended and Restated Effective May 4, 2020). | Incorporated by reference to Exhibit 10.18 to the Company's 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | |||||||||||||||
| 10.23* | Trane Technologies Supplemental Pension Plan II (Amended and Restated Effective May 4, 2020). | Incorporated by reference to Exhibit 10.19 to the Company's 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | |||||||||||||||
| 10.24* | Trane Technologies Key Management Supplemental Program (Effective January 1, 2005 and Amended and Restated effective May 4, 2020). | Incorporated by reference to Exhibit 10.22 to the Company's 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022. | |||||||||||||||
| 10.25* | Description of Annual Incentive Matrix Program. | Incorporated by reference to Exhibit 10.23 to the Company's 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022. | |||||||||||||||
| 10.26* | Amendment One to the Trane Technologies Key Management Supplemental Program (effective October 11, 2022). | Incorporated by reference to Exhibit 10.23 to the Company's 2022 Form 10-K (File No. 001-34400) filed with the SEC on February 10, 2023. | |||||||||||||||
| 10.27* | Trane Inc. Deferred Compensation Plan (as Amended and Restated as of May 4, 2020). | Incorporated by reference to Exhibit 10.24 to the Company's 2022 Form 10-K (File No. 001-34400) filed with the SEC on February 10, 2023. | |||||||||||||||
| 10.28* | Form of Tier 1 Change in Control Agreement (New Officers on or after May 19, 2009). | Incorporated by reference to Exhibit 10.32 to the Company's Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009. | |||||||||||||||
| 10.29* | Form of Tier 2 Change in Control Agreement (New Officers on or after May 19, 2009). | Incorporated by reference to Exhibit 10.33 to the Company's Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009. | |||||||||||||||
| 10.30* | Amended and Restated Major Restructuring Severance Plan (as amended and restated effective May 4, 2020). | Incorporated by reference to Exhibit 10.27 to the Company's 2020 Form 10-K (File No. 001-34400) filed with the SEC on February 9, 2021. | |||||||||||||||
| 10.31* | David S. Regnery Letter, dated as of September 1, 2017. | Incorporated by reference to Exhibit 10.44 to the Company's Form 10-K for the year ended December 31, 2018 (File No. 001-34400) filed with the SEC on February 12, 2019. | |||||||||||||||
| 10.32* | David S. Regnery Letter, dated as of December 9, 2019. | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 11, 2019. | |||||||||||||||
| 10.33* | David S. Regnery Letter, dated as of June 3, 2021. | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (Filed No. 001-34400) filed with the SEC on June 4, 2021. | |||||||||||||||
| 10.34* | Christopher J. Kuehn Letter, dated as of December 10, 2019. | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 10, 2019. | |||||||||||||||
| Exhibit No. | Description | Method of Filing | |||||||||||||||
| 10.35* | Paul A. Camuti Letter, dated December 5, 2019. | Incorporated by reference to Exhibit 10.42 to the Company's 2021 Form 10-K (File No. 001-34400) filed with the SEC on February 7, 2022. | |||||||||||||||
| 10.36* | Mark Majocha Offer Letter dated October 12, 2022 | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on October 14, 2022. | |||||||||||||||
| 10.37* | Beth Elwell Offer Letter dated January 4, 2024 | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on January 10, 2024. | |||||||||||||||
| 10.38* | Mauro Atalla Offer Letter dated January 6, 2025 | Filed herewith. | |||||||||||||||
| 19 | Insider Trading Policy | Filed herewith. | |||||||||||||||
| 21 | List of Subsidiaries of Trane Technologies plc. | Filed herewith. | |||||||||||||||
| 22.1 | List of Guarantors and Subsidiary Issuers of Guaranteed Securities. | Filed herewith. | |||||||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | Filed herewith. | |||||||||||||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | |||||||||||||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | |||||||||||||||
| 32 | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. | |||||||||||||||
| 97.1 | Trane Technologies plc Clawback / Recoupment Policy | Filed herewith. | |||||||||||||||
| 97.2 | Trane Technologies Financing Limited Clawback / Recoupment Policy | Filed herewith. | |||||||||||||||
| 101 | The following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | Furnished herewith. | |||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the iXBRL document and contained in Exhibit 101). | Filed herewith. |
- Management contract or compensatory plan or arrangement.
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