Quarterlytics / Industrials / Construction / Trane

Trane

tt · NYSE Industrials
Claim this profile
Ticker tt
Exchange NYSE
Sector Industrials
Industry Construction
Employees 10,000+
← All annual reports
FY2021 Annual Report · Trane
Sign in to download
Loading PDF…
Transform Tomorrow, Today2021 Annual Report 2022 Notice and Proxy StatementTrane Technologies   2021 Annual Report  2022 Notice and Proxy Statement     Dear Fellow Shareholders,

Every day at Trane Technologies, we boldly challenge what’s possible 
for a sustainable world. Climate change, urbanization, indoor 
environmental quality and other megatrends are intensifying, and so is 
customer demand for sustainable solutions. We are innovating further 
and faster, taking action today to transform the world for a better 
tomorrow. 

SUSTAINABILITY IS OUR STRATEGY.

Sustainability has long been at the core of our strategy. Nearly ten 
years ago, we led the industry transition to low-global warming 
potential refrigerants. We established our first set of climate 
commitments, and exceeded them two years early in 2018. Since 
then, our ambitions and actions have grown, with significant progress 
toward our bold 2030 Sustainability Commitments. We are one of only 
about 50 companies in the world to have two sets of carbon reduction 
commitments validated by the Science-Based Targets initiative.

We continue to set the pace for what’s possible in our industry and for the world, decarbonizing homes, buildings 
and the cold chain with clean, energy-efficient solutions. We demonstrated our leading-edge approach for the 
Mater Dei Hospital in Malta with an electric heating and cooling solution that reduced energy use by over 58%, 
improved air quality and reduced emissions by 2,700 metric tons in its first year alone.  

Realizing the success of our sustainability strategy in 2021:

SHAREHOLDERS

ENVIRONMENT

CUSTOMERS

PEOPLE AND 
COMMUNITIES

We achieved top 
quartile financial 
performance, 
exceptional cash 
flow, and a strong 
balance sheet.

We reduced 
company and 
customer carbon 
emissions through 
innovative 
technology and a 
strong operating 
system.

We received record 
orders for solutions 
that reduce energy 
consumption and 
emissions with 
efficient systems 
and controls.

We continued to 
build a diverse 
and engaged 
workplace where 
people feel a 
sense of belonging, 
and advanced 
sustainable futures 
in our communities.

2021 ANNUAL REPORTDRIVING PERFORMANCE 
THROUGH SUSTAINABILITY

Before 2010
Focus on environmental and  
safety compliance 

2010
Center for Energy Efficiency & Sustainability 
(CEES) is founded and begins operating

Launched internal diversity and inclusion council 

2012
Internal and External Sustainability Advisory 
Councils formed and begin meeting

2014
First set of major goals “2020 
Climate Commitments” announced

2015
Launched EcoWise product portfolio

First in our industry to have climate 
commitments validated by the 
Science-Based Targets Initiative (SBTi)

2017
First in our industry to join Paradigm4Parity and 
CEO Action for Diversity and Inclusion 

2018
Achieved 2020 climate commitments  
2 years ahead of schedule

Published first formal ESG report 

Installed first on-site solar

2019
Announced “2030 
Sustainability Commitments”

Invested in first wind power 
agreement

Received World Environment 
Center Gold Medal

2020
SBTi validates achievement of first 
generation of climate commitments

SBTi validates second generation 
of climate commitments

2021
Data submitted for 2050 Net Zero 
target to SBTi

Received inaugural Terra Carta Seal 
for sustainability leadership by HRH 
The Prince of Wales

LIVING OUR PURPOSE BEGINS WITH OUR PEOPLE.

Our purpose-driven strategy is powered by our uplifting 
and inclusive culture. We know that diverse and inclusive 
teams are more collaborative, creative and better at solving 
problems. Operation Possible, our employee-led innovation 
program, is a perfect example of how our people bring their 
unique ideas forward to identify solutions that will impact 
the world for generations to come. 

In 2021, we continued to further strengthen our culture, 
creating an agile and flexible environment that keeps 
our people engaged, productive and safe. We increased 
diversity in our workforce and enhanced our learning and 
development offerings to equip leaders, including women 
and people who are racially and ethnically diverse, with the 
skills and resources they need to thrive.  

Crowdsourcing ideas to solve global challenges through 
Operation Possible

•  Over 5,000 employees engaged from 17 countries

•  The first challenge: Co-Existence of Food Loss and Hunger 

•  Almost 300 solution ideas generated, aligned with United 
Nations Sustainable Development Goal 2: Zero Hunger 

•  Multiple innovation concepts under development for in-

market use

TRANSFORMING TOMORROW THROUGH  
INNOVATION TODAY.

We also continued our relentless investment in innovation. 
In 2021, we launched 62 new products and services, 
continuing to broaden our applications and deepen our 
advanced technology and analytics offerings. From our 
WellsphereTM solutions that control and improve indoor 
environmental quality, to Advancer Hybrid refrigerated 
transport units that automatically detect and adjust to 
low-emission and low-noise urban zones by switching to 
electric mode, Trane Technologies is enhancing customer 
performance while sustaining natural environments.

2021 ANNUAL REPORT“As a climate innovator, we have a bold vision and ambitious goals  
for a better future.”

SUSTAINED EXCEPTIONAL PERFORMANCE IS PROOF OF PURPOSE.

Our strategy not only delivers innovative solutions, it also fuels strong financial 
performance over the long-term. Since 2018, we have delivered revenue growth at a 
compounded annual growth rate of 5% and increased adjusted continuing earnings per 
share* at a compounded annual growth rate of 14%. Over this same time, we expanded 
adjusted EBITDA margins* by 210 basis points, with exceptional free cash flow* that 
averaged 110% of adjusted net earnings*. This supports our balanced capital allocation 
strategy, focused on deploying excess cash to opportunities with the highest returns for 
shareholders.

In 2021, our team delivered record bookings, revenue, operating margins and earnings 
per share. Our strong free cash flow enabled higher levels of investment in business 
innovation, while returning $1.7 billion to our shareholders through dividends and share 
repurchases. We are entering 2022 with record backlog of $5.4 billion, up 88% from 2020. 
Through our comprehensive Business Operating System, we continue to aggressively 
manage global inflationary, supply chain and COVID-related labor challenges.

280% 
5-year Total 
Shareholder  
Return

•  2X the S&P 
500 index

•  3X the S&P 
Industrials 
index

Leadership Principles

At Trane Technologies, our purpose is to boldly challenge what’s possible for a sustainable world. Our 
Leadership Principles define how we all work together to solve some of the world’s biggest issues.

Work today for 
a sustainable 
tomorrow

Keep customers 
at the heart of 
all we do

Include and 
uplift one 
another

Make 
better 
happen

Dare to 
do things 
differently

Own our 
actions and 
decisions

Do what’s 
right, 
always

POSITIONED TO CONSISTENTLY OUTPERFORM.

As a climate innovator, we have a bold vision and ambitious goals for a better future. And through continued 
innovation, excellence in execution and the power of our people, we’re well positioned to create differentiated, 
long-term value for our shareholders. 

I’m confident that we will continue leading the market with cutting-edge climate solutions while accelerating 
the world’s progress in solving global sustainability challenges. I am proud to lead Trane Technologies as we 
continue to transform tomorrow, today.

David S. Regnery
Chair and CEO

*These are non-GAAP financial measures. Reconciliation of non-GAAP financial measures can be found preceding the 2022 Notice and 
Proxy Statement.

2021 ANNUAL REPORTAmbition meets action
PROGRESS TOWARDS OUR 2030 SUSTAINABILITY COMMITMENTS

Gigaton Challenge
We’re reducing one gigaton – one billion metric tons –  
of carbon emissions from our customers’ footprint

Goal

Achievements

GREENHOUSE GAS EMISSIONS 
Reduce customer carbon footprint by 1 gigaton

50 million metric tons of CO2e reduced from our customers’ 
carbon footprint since 2019

CIRCULARITY 
Design systems for circularity (target in development)

415.5 metric tons of CO2e avoided from returnable 
packaging projects

Leading by Example
We’re reimagining our supply chain and operations  
to have a restorative impact on the environment

Goal

Achievements

GREENHOUSE GAS EMISSIONS 
Achieve carbon neutral operations

REDUCE ABSOLUTE ENERGY USE 
Achieve 10% absolute reduction in energy consumption

106,042 metric tons of CO2e reduced from our operations* 

25% reduction in operational emissions for Scope 1 and 
market-based Scope 2*

51% of electricity demand met with renewables in 2021

3% reduction in absolute energy use*

Opportunity for All
We’re uplifting our people, culture and communities through an 
inclusive approach and a focus on education and career development

Goal

Achievements

GENDER PARITY 
Achieve gender parity in leadership roles

Increased women in senior leadership roles from 21.4% to 
24.6%, and women in management from 21.7% to 23%. 

In 2021, 5 of 12 members of Board of Directors were women

RACIAL AND ETHNIC DIVERSITY 
Achieve workforce diversity reflective of our communities

Increased racially or ethnically diverse U.S. salaried 
employees from 17.4% to 18.4%

COMMUNITY ENGAGEMENT 
Invest $100 million in building sustainable futures 
for under-represented students

*compared to 2019 baseline

$11.3 million in total philanthropic giving in 2021

CONTINUING OUR LEGACY OF SUSTAINABILITY LEADERSHIP

2021 ANNUAL REPORT2021 Financial Performance

27%
Organic Bookings 
Growth *

11%
Organic Revenue 
Growth* 

+ 130 bps
Adjusted EBITDA 
Margin Expansion*

97%
Free Cash Flow 
Conversion*

26.6%
Cash Flow Return 
on Invested 
Capital (CROIC)*

37%
Adjusted Continuing 
EPS Growth*

$5.4B 
backlog 

+88% 
YOY growth

Balanced Capital Deployment

$561M
Dividends

$1,100M
Share Repurchases

$340M
Acquisitions and 
Investments

$223M
Capital 
Expenditures

$425M
Debt Retirement

2021 Revenue By Segment

2021 Revenue By Stream

9%
Asia

14%
EMEA

77%
Americas

33%
Aftermarket

67%
Equipment

Organic Revenue Growth

Adjusted EBITDA Margin

14.6% 15.2% 15.4%

16.7%

11%

9%

7%

-5%

Adjusted Continuing 
Earnings Per Share

$6.09

$4.86

$4.46

$4.15

2018

2019

2020

2021

2018

2019

2020

2021

2018

2019

2020

2021

*These are non-GAAP financial measures. Reconciliation of non-GAAP financial measures can be found preceding the 2022 Notice and 
Proxy Statement.

2021 ANNUAL REPORT 
Non-Financial Statements European 
Union Directive

Introduction 

The information below, and the policies and related content elsewhere in this report, describes the performance 
and impact of Trane Technologies plc, a public limited company incorporated in Ireland in 2009, through the 
environmental, social, human rights and business practices we work to uphold.

The European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and 
groups) Regulations 2017 (S.I. 360/2017) (as amended) (the “2017 Regulations”) require us to disclose certain 
non-financial information in the Directors’ Report (the “Irish Directors’ Report”) accompanying our Irish statutory 
financial statements. For the purposes of the 2017 Regulations, the sections entitled Description of Business 
Model, Environmental Matters, Employee Matters, Social Matters, Human Rights, and Anti-Corruption and Anti-
Bribery set out below are incorporated by reference into the Irish Directors’ Report.

Our 2021 Annual and ESG Reports also provide information that may be relevant to investors in assessing 
sustainability commitments and achievements but, except as expressly provided above, the 2021 Annual and 
ESG Reports are not incorporated by reference into the Irish Directors’ Report. Copies of the 2021 Annual Report 
and ESG Report can be accessed at www.TraneTechnologies.com.

Description of Business Model 

Trane Technologies is a global climate innovator that brings efficient and sustainable climate solutions to 
buildings, homes and transportation driven by strategic brands Trane and Thermo King and an innovative, 
environmentally responsible portfolio of services and products. 

In 2021, we generated revenue and cash primarily through the design, manufacture, sale and service of a diverse 
portfolio of climate control products and services for Heating, Ventilation and Air Conditioning (HVAC) and 
transport refrigeration solutions. We are focused on growth by increasing our recurring revenue stream from 
parts, service, controls, used equipment and rentals; improving the efficiencies and capabilities of our operations 
and products and services for our customers; and applying operational excellence strategies which are central 
to continued growth of our earnings and cash flow.

Environmental Matters 

Approach Our commitment to sustainability extends to the environmental impacts of our people, operations, 
and products and services. From the efficiency of our buildings to our progress in managing energy, water and 
waste, we are focused on reducing our impact on the environment and embedding sustainability throughout our 
businesses. We engage with key stakeholders to identify the most material sustainability-related matters and 
metrics for operations strategy as well as public disclosure. We also look at these material topics through the 
lens of a value chain assessment that we perform. These commitments are embedded in an Environment, Health 
and Safety (“EHS”) Policy that defines our stakeholders, our roles and responsibilities, and our goals and targets 
with respect to EHS matters and our Business Partner Code of Conduct (“BPCoC”). 

Due diligence processes We have a vital role to play in mitigating global climate change by reducing our 
environmental impact. This responsibility begins by setting specific and measurable climate commitments and 
working to achieve these goals. We engage in risk-based due diligence of our business partners and suppliers 
to ensure compliance with international trade laws and regulations. Gathering adherence information also helps 
us continuously assess and improve our human rights policies. Suppliers must have an effective environmental 

2021 ANNUAL REPORTpolicy and conduct their operations in a way that protects the environment. They must also obtain and keep 
current all required environmental permits and meet all applicable environmental rules, regulations and laws in 
the countries where they operate. 

Policy outcomes / Key Performance Indicators Our global Sustainability Commitment is the foundation of our 
efforts to increase energy efficiency and reduce the greenhouse gas emissions related to our operations and 
products. Our Center for Energy Efficiency and Sustainability (CEES) helps our customers and our company 
leverage best practices in sustainability. It is a strategic business catalyst that helps us understand the benefits 
that sustainability can have in growing our company and reducing our operational footprint, while helping 
increase the pace of sustainable innovation. Our energy consumption from fuels and electricity totaled 2.9 billion 
kilojoules in 2021. Greenhouse gases emitted indirectly through the use of electricity, and directly, through the 
burning of fuels or emissions of refrigerants, totaled 394,896 metric tons of CO2e.

 > Absolute energy consumption in 2021 – 2,791,321,430,000 (equivalent to 818,056 MWh; 2.9 billion kilojoules) 
 > Absolute Scope 1 and 2 emissions in 2021 – 394,896 metric tons CO2e in 2021

Employee Matters 

Approach As a global company that employs more than 36,000 people, we are committed to building a diverse, 
inclusive and uplifting workplace, where everyone can bring their full, best self to work. We are committed to 
providing a safe, secure environment that supports the health, well-being, safety and productivity of our people. 
Investing in our team members and creating a culture where they feel engaged and included is key to unleashing 
the power of their innovation and creativity. This commitment to our employees is formalized through several 
policies designed to protect the fundamental rights of people associated with our business and maintain overall 
integrity. These policies include: our EHS Policy that addresses employee health and safety among other matters, 
a Global Human Rights Policy, U.S. Equal Employment Opportunity Policy, and our Policy Prohibiting Harassment 
and/or Discrimination. All policies are made available to our employees worldwide and affirm these commitments. 

Due diligence processes We provide anti-harassment training to all salaried employees and ensure all policies 
are clear and available to employees globally. Creating and sustaining a safety-focused, zero-incident culture 
is a priority. We communicate our safety expectations through quarterly CEO town hall meetings and monthly 
EHS meetings at the facility and service-organization levels. In addition, to support our commitments to advance 
diversity and inclusion, we were the first in our industry to sign up for important business coalitions such as 
Paradigm for Parity – dedicated to achieving gender parity in corporate leadership, and CEO Action for Diversity 
and inclusion – committed to advancing diversity and inclusion at work. We are also a founding member of the 
OneTen Coalition which is committed to training, hiring, and advancing one million Black Americans over the next 
ten years.

Policy outcomes / Key Performance Indicators Consistently high annual employee engagement scores 
demonstrate that we are cultivating an uplifting culture where our people are learning, thriving and expanding 
their capabilities. We offer a range of learning experiences for managers and employees to enhance our culture 
of inclusion. Because conversations about culture, diversity, and inclusion can be challenging, we encourage 
these conversations to facilitate constructive discussions that can foster an uplifting and inclusive workplace. For 
example, our annual CEO Day of Understanding ensures we share progress toward our diversity and inclusion 
goals, and our Bridging Connections series helps us create authentic connections. Our Employee Resource Groups 
(ERGs) serve as a catalyst for our people to appreciate the strength and value of our diverse workforce. In 2021, 
more than 11,000 people globally participated in ERG events – a 70% increase compared to 2020. In addition:

 > 23.1% of management positions were held by women
 > 24.6% of senior leadership positions were held by women 
 > 89% of our people participated in the annual employee engagement survey 
 > near top quartile employee engagement score 

2021 ANNUAL REPORTSocial Matters 

Approach  Through a variety of social sustainability initiatives, we seek to engage directly with the communities 
where our associates live and work, which helps to create shared value and engage our worldwide team in the 
mission and purpose of the company. Our commitment to social sustainability is also expressed through our 
supplier diversity program. 

Our most prominent community initiatives include the Sustainable Futures program, which promotes increased 
learning for underrepresented students by enhancing learning environments, accelerating student success and 
opening career pathways. We are taking action on specific social and environmental imperatives that create 
shared value, result in sustained customer and employee loyalty, and improve the communities where we have 
business operations. These actions include increasing the representation of women and racially and ethnically 
diverse people in the fields of science, technology, engineering and math, addressing nutrition and food waste 
reductions. Our supplier diversity program embraces suppliers whose ownership is diverse, including racially and 
ethnically diverse people, women, veterans, LGBTQ individuals or people with disabilities. 

Due diligence processes We track employee and community engagement data including the hours and number 
of volunteers who participate in community or sustainability initiatives. We use a 7-step strategic sourcing 
process that includes a Supplier Diversity Matrix, which enables us to avoid using price as the primary driver for 
supplier selection. 

Policy outcomes / Key Performance Indicators  Implementing the Sustainable Futures program has contributed 
to increases in global contributions as measured by the number of associates who have participated in 
community or sustainability initiatives, the total number of hours volunteered and the dollar value of philanthropic 
giving. And, our supplier diversity program continues to drive economic growth for diverse-owned businesses.

 > Added 71 new diverse suppliers, representing $5.9M in spending, in 2021. 

 > $11,302,397 in total philanthropic giving 

 > 29,541 hours volunteered by employees globally 

Human Rights Approach We believe in fundamental standards that support our commitment to our employees, 
our business partners, our customers and our communities. We have adopted a number of policies that support 
our commitment to human rights. 

Our Global Human Rights Policy aligns with basic working conditions and human rights concepts advanced by 
international organizations such as the International Labor Organization and the United Nations. Our Modern 
Slavery and Human Trafficking Statement outlines our commitment to taking steps to ensure that human 
trafficking and forced labor is not taking place in our supply chain or business. Our BPCoC prohibits human 
trafficking, including forced or child labor. 

Due diligence processes We engage in reasonable due diligence and screening of customers and distributors 
to ensure compliance with laws that regulate international trade. We also established a Global Procurement 
Sustainability Council to work with suppliers on improving conditions and addressing non-compliances. 

In 2021, we used our supplier risk assessment process to review 417 suppliers for environmental impacts. Trane 
Technologies did not identify any suppliers as having significant actual and potential negative environmental 
impacts.

Policy outcomes Our Global Human Rights Policy is communicated to employees through our Code of Conduct 
training, which includes a course on anti-human trafficking. 

2021 ANNUAL REPORTAnti-Corruption and Anti-Bribery

Approach We are proud of our strong business ethics and sustainable business practices, and our Leadership 
Principles. Our purpose, Code of Conduct and Leadership Principles are core to how we operate and serve 
customers. 

Our BPCoC applies to all entities doing business with us and communicates our expectations that our business 
partners will practice the highest legal, moral and ethical standards when conducting our affairs. 

Due diligence processes Business partners and service providers are risk-rated and vetted with higher risk third 
parties undergoing enhanced compliance due diligence. We leverage the services of a third-party vendor to 
research issues from thousands of global public records databases. 

Policy outcomes Salaried employees receive role-based, online compliance training every year. In 2021, 100% of 
U.S. salaried employees received anti-corruption training.

2021 ANNUAL REPORTReconciliation of GAAP to NON-GAAP

ADJUSTED EBITDA 
($ IN MILLIONS)
UNAUDITED

Total Company

Net revenues

Operating Income

Restructuring/Other 

Adjusted Operating Income

Depreciation and Amortization

Other Income/(Expense), net

Adjusted EBITDA

For the year ended 
December 31, 2021

For the year ended  
December 31, 2020

As Reported 

Margin

As Reported 

Margin

$ 14,136.4

$ 2,023.3

45.5

$ 2,068.8

299.4

(4.5)

14.3%

0.3%

14.6%

2.1%

—%

$ 12,454.7

$ 1,532.8

107.8

$ 1,640.6

294.3

(16.6)

$ 2,363.7

16.7%

$ 1,918.3

12.3%

0.9%

13.2%

2.4%

(0.2%)

15.4%

ADJUSTED EBITDA / NET EARNINGS RECONCILIATION 
($ IN MILLIONS)
UNAUDITED

Total Company

Adjusted EBITDA 

Less: items to reconcile adjusted EBITDA to net earnings attributable  
to Trane Technologies plc

Depreciation and amortization

Interest expense

Provision for income taxes

Restructuring

Transformation costs

M&A transaction costs

Charges related to certain entities deconsolidated under Chapter 11

Gain on release of a pension indemnification liability 

Legacy legal liability adjustment

Gain from deconsolidation of certain entities under Chapter 11

Gain on M&A transaction

Discontinued operations, net of tax

Net earnings from continuing operations attributable  
to noncontrolling interests 

Net earnings from discontinued operations attributable  
to noncontrolling interest

Net earnings attributable to Trane Technologies plc

Year ended 
December 31, 2021

Year ended 
December 31, 2020

$2,363.7

$ 1,918.3

(299.4)

(233.7)

(333.5)

(27.0)

(16.7)

(1.8)

(7.2)

12.8

—

—

—

(20.6)

(13.2)

—

(294.3)

(248.7)

(296.8)

(75.7)

(32.1)

—

—

—

17.4

0.9

2.4

(121.4)

(14.2)

(0.9)

$ 1,423.4

$ 854.9

2021 ANNUAL REPORT 
 
FREE CASH FLOW 
($ IN MILLIONS)
UNAUDITED

Cash flow provided by continuing operating activities 

Capital expenditures

Cash payments for restructuring

Transformation costs paid

Free cash flow

Adjusted earnings from continuing operations attributable to Trane Technologies plc 

Free cash flow as a percent of adjusted net earnings

Year ended 
December 31, 2021

Year ended 
December 31, 2020

$ 1,594.4 

(223.0)

38.1

21.4 

$1,430.9 

$ 1,474.8

97%

$ 1,766.2 

(146.2)

68.9

25.4 

$ 1,714.3 

$1,083.4

158%

RECONCILIATION OF GAAP TO NON-GAAP 
(IN MILLIONS, EXCEPT  
PER SHARE AMOUNTS)

For the year ended December 31, 2021

For the year ended December 31, 2020

As Reported 

Adjustments 

As Adjusted 

As Reported 

Adjustments 

As Adjusted 

$ 14,136.4

$

 —

$ 14,136.4

$ 12,454.7

$

 —

$ 12,454.7

2,023.3

14.3%

 45.5 (a,b,c)

1,790.7

39.9 (a,b,c,d,e)

2,068.8

14.6%

1,830.6

1,532.8

12.3%

1,288.2

107.8 (a,b)

87.1 (a,b,f,g,h)

(333.5)

18.6%

$ 1,444.0

$

5.96

$

$

(9.1) (i)

(342.6)

18.7%

(296.8)

23.0%

30.8 (k)

$ 1,474.8

$

977.2

0.13

$

6.09

$

4.02

19.1 (i,j)

$

$

106.2 (k)

$ 1,083.4

0.44

$

4.46

1,640.6

13.2%

1,375.3

(277.7)

20.2%

Net revenues

Operating income

Operating margin

Earnings from continuing 
operations before income 
taxes

Provision for income taxes

Tax rate

Earnings from continuing 
operations attributable to 
Trane Technologies plc

Diluted earnings per 
common share continuing 
operations

Weighted-average number of 
common shares outstanding

Diluted

Detail of Adjustments:

(a)  Restructuring costs  
(COGS & SG&A)

(b)  Transformation costs 

(SG&A)

(c)  M&A transaction costs 

(SG&A) 

(d)  Charges related to certain 
entities deconsolidated 
under Chapter 11

242.3

—

242.3

243.1

—

243.1

 27.0 

16.7

1.8

7.2

 75.7

32.1

 —

—

2021 ANNUAL REPORT 
 
 
   
 
 
 
 
   
 
   
 
 
 
 
   
RECONCILIATION OF GAAP TO NON-GAAP 

(IN MILLIONS, EXCEPT  

PER SHARE AMOUNTS)

For the year ended December 31, 2021

For the year ended December 31, 2020

As Reported 

Adjustments 

As Adjusted 

As Reported 

Adjustments 

As Adjusted 

$ 14,136.4

$

 —

$ 14,136.4

$ 12,454.7

$

 —

$ 12,454.7

2,023.3

14.3%

 45.5 (a,b,c)

1,790.7

39.9 (a,b,c,d,e)

2,068.8

14.6%

1,830.6

1,532.8

12.3%

1,288.2

107.8 (a,b)

87.1 (a,b,f,g,h)

1,640.6

13.2%

1,375.3

(277.7)

20.2%

Provision for income taxes

(9.1) (i)

(342.6)

18.7%

(296.8)

23.0%

19.1 (i,j)

$ 1,444.0

30.8 (k)

$ 1,474.8

$

977.2

106.2 (k)

$ 1,083.4

Diluted earnings per 

$

5.96

0.13

$

6.09

$

4.02

0.44

$

4.46

Weighted-average number of 

242.3

—

242.3

243.1

—

243.1

(333.5)

18.6%

$

$

$

$

 75.7

32.1

 —

—

 27.0 

16.7

1.8

7.2

Net revenues

Operating income

Operating margin

Earnings from continuing 

operations before income 

taxes

Tax rate

Earnings from continuing 

operations attributable to 

Trane Technologies plc

common share continuing 

operations

common shares outstanding

Diluted

Detail of Adjustments:

(a)  Restructuring costs  

(COGS & SG&A)

(b)  Transformation costs 

(c)  M&A transaction costs 

(SG&A)

(SG&A) 

(d)  Charges related to certain 

entities deconsolidated 

under Chapter 11

RECONCILIATION OF GAAP TO NON-GAAP 
(IN MILLIONS, EXCEPT  
PER SHARE AMOUNTS)

For the year ended December 31, 2021

For the year ended December 31, 2020

As Reported 

Adjustments 

As Adjusted 

As Reported 

Adjustments 

As Adjusted 

(e)  Gain on release of a 

pension indemnification 
liability

(f)  Legacy legal liability 

adjustment

(g) Gain from deconsolidation 
of certain entities under 
Chapter 11

(h) Gain on M&A transaction

(i)  Tax impact of adjustments 

(a,b,c,d,e,f,g,h)

(j)  Separation-related tax 

costs

(k)  Impact of adjustments on 
earnings from continuing 
operations attributable to 
Trane Technologies plc

Pre-tax impact of adjustments 
on cost of goods sold

Pre-tax impact of adjustments 
on selling & administrative 
expenses

Pre-tax impact of adjustments 
on operating income

(12.8)

—

—

—

(9.1)

—

$30.8

7.5

38.0

$45.5

 —

 (17.4)

(0.9)

(2.4)

(22.0)

41.1

$106.2 

24.1

83.7

$107.8

The Company reports its financial results in accordance with generally accepted accounting principles in the United States 
(GAAP).

This supplemental schedule provides non-GAAP financial information and a quantitative reconciliation of the difference 
between the non-GAAP financial measures and the financial measures calculated and reported in accordance with GAAP.

The non-GAAP financial measures should be considered supplemental to, not a substitute for or superior to, financial 
measures calculated in accordance with GAAP. They have limitations in that they do not reflect all of the costs associated 
with the operations of our businesses as determined in accordance with GAAP. In addition, these measures may not be 
comparable to non-GAAP financial measures reported by other companies.  

As a result, one should not consider these measures in isolation or as a substitute for our results reported under GAAP.  We 
compensate for these limitations by analyzing results on a GAAP basis as well as a non-GAAP basis, prominently disclosing 
GAAP results and providing reconciliations from GAAP results to non-GAAP results.

*Non-GAAP measures definitions

Organic bookings are defined as reported orders in the current period adjusted for the impact of currency and acquisitions.

Organic revenue is defined as GAAP net revenues adjusted for the impact of currency and acquisitions.

Adjusted operating income in 2021 is defined as GAAP operating income plus restructuring, transformation and M&A 
transaction costs.  Adjusted operating income in 2020 is defined as GAAP operating income plus restructuring and 
transformation costs.

2021 ANNUAL REPORT 
 
 
 
 
 
 
   
 
 
 
 
   
 
   
 
 
 
 
   
Adjusted operating income margin is defined as the ratio of adjusted operating income divided by net revenues.

Adjusted earnings from continuing operations attributable to Trane Technologies plc (Adjusted net earnings) in 2021 
is defined as GAAP earnings from continuing operations attributable to Trane Technologies plc plus restructuring, 
transformation, M&A transaction costs and charges related to certain entities deconsolidated under Chapter 11, less the 
gain on release of a pension indemnification liability, net of tax impacts.  Adjusted net earnings in 2020 is defined as GAAP 
earnings from continuing operations attributable to Trane Technologies plc plus restructuring and transformation costs, less 
the legacy legal liability adjustment, the gain on deconsolidation of certain entities under Chapter 11 and the gain on M&A 
transaction, net of tax impacts, plus separation-related tax adjustments.  

Adjusted continuing EPS in 2021 is defined as GAAP continuing EPS plus restructuring, transformation, M&A transaction 
costs and charges related to certain entities deconsolidated under Chapter 11, less the gain on release of a pension 
indemnification liability, net of tax impacts. Adjusted continuing EPS in 2020 is defined as GAAP continuing EPS plus 
restructuring costs and transformation costs less the legacy legal liability adjustment, the gain on deconsolidation of certain 
entities under Chapter 11 and the gain on M&A transaction, net of tax impacts, plus separation-related tax adjustments. 

Adjusted EBITDA in 2021 is defined as adjusted operating income plus depreciation and amortization expense plus or 
minus other income / (expense), net plus charges related to certain entities deconsolidated under Chapter 11, less the 
gain on release of pension indemnification liability.  Adjusted EBITDA in 2020 is defined as adjusted operating income plus 
depreciation and amortization expense plus or minus other income / (expense), net less the legacy legal liability adjustment, 
the gain on deconsolidation of certain entities under Chapter 11 and the gain on M&A transaction.

Adjusted EBITDA margin is defined as the ratio of adjusted EBITDA divided by net revenues.

Free cash flow in 2021 and 2020 is defined as net cash provided by (used in) continuing operating activities, less capital 
expenditures, plus cash payments for restructuring costs and transformation costs.

Cash Flow Return on Invested Capital (CROIC) is defined as Free cash flow divided by Invested Capital (Gross property, 
plant and equipment plus accounts and notes receivable, net and inventories less accounts payable). 

Please refer to the reconciliation tables included in our historical press releases and other information available on our 
website for additional information relating to historical non-GAAP measures.

2021 ANNUAL REPORT2022

Notice and  
Proxy Statement

A Letter from Our Board of Directors

Dear Fellow Shareholders:

Extraordinary times call for bold leadership. As the Trane Technologies Board of Directors, we are committed to building a healthy, 
equitable, and sustainable future. Trane Technologies remains steadfast in the pursuit of our purpose to boldly challenge what’s 
possible for a sustainable world. 

This past year, global resilience was tested by a lingering public health crisis, real impacts of climate change, and worldwide supply 
chain disruptions. These challenges amplified the social and economic inequity that persists around the world. The events of the 
past year only strengthen our sense of responsibility to address these challenges and blaze a trail for a better future, while serving 
our team members, customers, investors and communities.

We welcomed our new CEO and Board chair, Dave Regnery, who is bringing our purpose to life through his visionary leadership. 
Dave brings a long tenure with the company, a remarkable record of delivering business growth, and deep passion for serving 
customers while making a positive impact on the world. Through comprehensive succession planning for our CEO and other key 
leadership positions, we’re ensuring that we sustain our strong company performance and culture.

Environmental Social Governance (“ESG”) remains core to our company’s strategy and in sharp focus for the Board. In 2021, we 
made notable progress toward our ambitious 2030 Sustainability Commitments. This includes bringing innovation to customers that 
helps them create healthy and efficient spaces and deliver food, medicine and vaccines while reducing greenhouse gas emissions. 
These solutions advance customers’ sustainability goals while contributing to our Gigaton Challenge to reduce a billion metric tons 
of emissions from customers’ footprints. Across our own global footprint, we are on pace to achieve carbon neutral operations and 
zero-waste to landfill. Throughout the year, we adjusted our operations to ensure the health and safety of team members and solve 
for global supply chain disruptions, all while meeting record customer demand. 

Trane Technologies also made great strides in diversity, equity and inclusion. We made strong progress toward gender parity 
in senior leadership and workforce diversity reflective of our communities. To ensure leadership accountability, we revised our 
executive and senior leader annual incentive plan to link directly to our ESG metrics. About 2,300 company leaders now have their 
compensation tied to the company’s ambitious social and environmental sustainability goals.

In 2021, the Board also reviewed and further defined its governance practices and infrastructure to sharpen the lens on sustainability 
and workforce matters. We are committed to ensuring that the company’s purpose of delivering a sustainable future helps to build 
resilience and create broadly positive ESG impact, while achieving long-term durable profits for investors. To that end, we reviewed 
our committee charters to align risk and ESG oversight and amended them to reflect these responsibilities. This includes amending 
the Sustainability, Corporate Governance and Nominating Committee name to reflect the Committee’s oversight of the company’s 
sustainability efforts, including the development and implementation of policies relating to ESG. We also amended the Human 
Resources and Compensation Committee name to reflect the committee’s broader purpose of key human resource management 
initiatives related to leadership talent recruitment and retention, diversity and inclusion, pay equity and wages, as well as setting, 
reviewing and approving ESG factors for the company’s Annual Incentive Matrix. 

As we lead through these extraordinary times, we embrace Trane Technologies’ tremendous responsibility and opportunity as a 
climate innovator and a pacesetter to boldly transform our industry and make possible a sustainable world. 

Sincerely,

KIRK E. ARNOLD

ANN C. BERZIN

APRIL MILLER BOISE

JOHN BRUTON

JARED L. COHON

GARY D. FORSEE

LINDA P. HUDSON

MYLES P. LEE

DAVID S. REGNERY

JOHN P. SURMA

TONY L. WHITE

1

2022 Proxy StatementNotice of 2022 Annual General Meeting 
of Shareholders
Voting Items

Date and Time

Proposals To Be Voted

1. 

 To elect 11 directors for a period of one year

2. 

3. 

4. 

5. 

6. 

 To give advisory approval of the compensation 
of the Company’s Named Executive Officers

 To approve the appointment of 
PricewaterhouseCoopers LLP as independent 
auditors of the Company and authorize the 
Audit Committee of the Board of Directors to 
set the auditors’ remuneration

 To renew the existing authority of the directors 
of the Company to issue shares

 To renew the existing authority of the 
directors of the Company to issue shares for 
cash without first offering shares to existing 
shareholders (Special Resolution)

 To determine the price range at which the 
Company can re-allot shares that it holds as 
treasury shares (Special Resolution)

Board Vote
Recommendation

For Further
Details

FOR each director 
nominee

Page 15

FOR

FOR

FOR

FOR

Page 23

Page 23

Page 25

Page 26

FOR

Page 27

Shareholders will also conduct such other business properly brought before 
the meeting.

By Order of the Board of Directors,

EVAN M. TURTZ
SENIOR VICE PRESIDENT AND GENERAL COUNSEL

Attending the Meeting

If you are a shareholder who is entitled to attend and vote, then you are entitled to 
appoint a proxy or proxies to attend and vote on your behalf. A proxy is not required to 
be a shareholder in the Company. If you wish to appoint as proxy any person other than 
the individuals specified on the proxy card, please contact the Company Secretary at 
our registered office.

Important Notice regarding the availability of proxy materials for the Annual General 
Meeting of Shareholders to be held on June 2, 2022.

The Annual Report and Proxy Statement are available at www.proxyvote.com.

The Notice of Internet Availability of Proxy Materials or this Notice of 2022 Annual 
General Meeting of Shareholders, the Proxy Statement and the Annual Report are first 
being mailed to shareholders on or about April 22, 2022.

2023 Annual Meeting
Deadline for shareholder proposals for inclusion in the proxy statement: 
December 23, 2022

Deadline for business proposals and nominations for director: March 4, 2023

June 2, 2022 (Thursday)  
2:30 p.m. local time

Location

Adare Manor Hotel 
Adare, County Limerick 
Ireland

See “Information Concerning 
Voting and Solicitation” of the 
proxy statement for further 
information on participating in 
the Annual General Meeting.

Who Can Vote

Only shareholders of record 
as of the close of business on 
April 8, 2022, are entitled to 
receive notice of and to vote at 
the Annual General Meeting.

How to Vote

Whether or not you plan to attend 
the meeting, please provide your 
proxy by either using the Internet or 
telephone as further explained in the 
accompanying proxy statement or 
filling in, signing, dating, and promptly 
mailing a proxy card.

By Telephone

In the U.S. or Canada, you 
can vote your shares by 
submitting your proxy toll-free 
by calling 1-800-690-6903.

By Internet

You can vote your shares 
online at www.proxyvote.com.

By Mail

You can vote by mail by 
marking, dating, and signing 
your proxy card or voting 
instruction form and returning it 
in the postage-paid envelope.

2

Table of Contents

A Letter from Our Board of Directors

Notice of 2022 Annual General Meeting of Shareholders

Trane Technologies 2021 Performance Highlights

Proxy Voting Roadmap

Proposals Requiring Your Vote

Item 1. Election of Directors 

Item 2. Advisory Approval of the Compensation of  
Our Named Executive Officers 

Item 3. Approval of Appointment of  
Independent Auditors 

Item 4. Renewal of the Directors’ Existing Authority to 
Issue Shares 

Item 5. Renewal of the Directors’ Existing Authority to 
Issue Shares for Cash Without First Offering Shares to 
Existing Shareholders 

Item 6. Determine the Price at which the Company  
Can Re-Allot Shares Held as Treasury Shares 

Corporate Governance

Corporate Governance Guidelines

Role of the Board of Directors

Board Responsibilities

Board Leadership Structure

Board Risk Oversight

Director Compensation and Share Ownership

Board Committees

Board Diversity

Board Advisors

Executive Sessions

Board and Board Committee Performance Evaluation

Director Orientation and Education

Director Retirement

Director Independence

Communications with Directors

Management Succession Planning

Code of Conduct

Anti-Hedging Policy and Other Restrictions

Investor Outreach

Sustainability

Committees of the Board and Attendance

Human Resources and Compensation Committee Interlocks 
and Insider Participation

1

2

4

8

15

15

23

23

25

26

27

28

28

28

28

28

30

32

32

32

32

32

32

32

33

33

33

33

34

34

34

34

35

39

Compensation of Directors

Director Compensation

Share Ownership Requirement

2021 Director Compensation

Compensation Discussion and Analysis

I. Executive Summary

II. Compensation Philosophy and Design Principles

III. Factors Considered in the Determination of Target 
Total Direct Compensation

IV. Role of the Committee, Independent Advisor and 
Committee Actions

V. Compensation Program Descriptions and 
Compensation Decisions

VI. Other Compensation and Tax Matters

Human Resources and Compensation Committee Report

Executive Compensation

Summary Compensation Table

2021 Grants of Plan-Based Awards

Outstanding Equity Awards at December 31, 2021

2021 Option Exercises and Stock Vested

2021 Pension Benefits

2021 Nonqualified Deferred Compensation

Post-Employment Benefits

2021 Post-Employment Benefits Table

CEO Pay Ratio

Equity Compensation Plan Information

Information Concerning Voting and Solicitation

Security Ownership of Certain Beneficial Owners  
and Management

Certain Relationships and Related Person Transactions

Delinquent Section 16(a) Reports

Shareholder Proposals and Nominations

Householding

40

40

41

41

43

43

47

48

49

50

56

59

60

60

62

64

65

65

68

69

71

73

73

74

77

79

79

80

81

3

2022 Proxy StatementTrane Technologies 2021 Performance Highlights

FINANCIAL PERFORMANCE HIGHLIGHTS

3-Year Adjusted Cash Flow 
Return on Invested Capital 
(CROIC) (2019–2021)(a)

29.5%

Ranks at the 77th percentile of the  
companies in the S&P 500 Industrials Index 

3-Year Total Shareholder
Return (TSR)
(2019-2021)(a)

145.71%

Ranks at the 85th percentile of the  
companies in the S&P 500 Industrials Index

Annual Revenue

$14.13
BILLION

Increase of 13% from 2020

Adjusted EBITDA(a)

$2.36
BILLION

Increase of 23% from 2020

Free Cash Flow

$1.43
BILLION

  Decrease of 16.5% from 2020

The three core financial metrics laid out  
above are further modified (up to +/-20%) by  
our achievement relative to our equally-weighted  
environmental & social objectives—ESG Modifier

(a)  We report our financial results in our annual report on Form 10-K and our quarterly reports on Form 10-Q in accordance with United States generally 

accepted accounting principles (“GAAP”). Our financial results described above for Adjusted EBITDA have been adjusted to exclude the impact of certain 
non-routine and other items as described in our earnings releases and are non-GAAP financial measures. These metrics and the related performance 
targets and results are relevant only to our executive compensation program and should not be used or applied in other contexts. For a description of how 
the metrics above are calculated from our GAAP financial statements, please see “Annual Incentive Matrix (“AIM”) - Determination of Payout” with respect 
to AIM payments and “Long Term Incentive Program (‘LTI’) – 2019 - 2021 Performance Share Units Payout” with respect to Performance Share Program 
(“PSP”) awards.

4

2021 PERFORMANCE HIGHLIGHTS 
 
 
ESG PERFORMANCE HIGHLIGHTS

receive validation for two sets of climate commitments 

Environmental
• Received validation from the Science Based Targets Initiative (SBTi) for 2030 commitments; one of only 47 companies to 
• Listed on the Dow Jones Sustainability North America Index for 10 consecutive years, also named to the World Index
• Received Reuters Responsible Business Awards’ Business Transformation Award for a business model aligned with a 

clean, resilient, and just future 

• Named one of the inaugural recipients of the Terra Carta Seal for sustainability leadership by HRH The Prince of Wales
Social
• Continued broad approach to Human Capital Management across engagement, development, diversity and inclusion
• Maintained strong employee engagement, with overall employee engagement score just below the top quartile of all 

companies globally

• Received wide recognition as an employer of choice: 

• Forbes World’s Best Large Employers 2021
• Forbes America’s Best Employers for Diversity 2021 for 3rd Consecutive year
• Forbes America’s Best Employers for Women 2021
• Fortune World’s Most Admired Companies 2021, tenth consecutive year 
• Fortune Best Workplaces in Manufacturing and Production 2021

• Renewed our memberships to CEO Action for Diversity and Inclusion and Paradigm for Parity, business coalitions 

dedicated to advancing diversity and inclusion and gender parity

• Continued partnership with the OneTen Coalition and advanced efforts to hire, retain and advance one million Black 

Americans over the next ten years

• Developed and launched first-of-its-kind innovation program, Operation Possible, to source ideas from employees 

around the world in solving widespread social and environmental challenges

• Launched Sustainable Futures, our new corporate citizenship strategy, including commitments to invest $100 million 

and 500,000 hours in our communities by 2030

sustainability efforts 

Governance
• Refreshed Board committee structure to maintain and ensure industry leading oversight of our workforce and 
• Executed a seamless Chair and CEO transition while continuing to deliver durable, sustainable, top-tier financial 
• Reinforced leadership accountability for 2030 Commitments with ESG modifier for annual incentive program for 
executives and senior leaders, with targets on greenhouse gas emissions reduction and diverse representation
• Continued to develop next generation of talent and conduct ongoing leadership succession planning with 

performance

management and the Board of Directors

For more information regarding our Company’s commitment to leadership in environmental, social and governance matters and our 
achievements in these areas, please also see our 2021 Annual Report to Shareholders included in these proxy materials and our 2021 
ESG Report available on our website located at www.tranetechnologies.com under the heading “Sustainability.”

5

2021 PERFORMANCE HIGHLIGHTS2022 Proxy StatementSustainability at Trane Technologies

At Trane Technologies, sustainability is core to who we are. Our commitment extends to the environmental and social impacts of our 
operations, products and services, and workplace.

We have bold ambitions for our company and the world and track progress toward our 2030 Sustainability Commitments through a series 
of comprehensive Environmental, Social and Governance indicators. Below is an overview of our progress toward our commitments.

THE GIGATON CHALLENGE

LEADING BY EXAMPLE

OPPORTUNITY FOR ALL

We’re reducing one gigaton – one 
billion metric tons – of carbon 
emissions (CO2e) from our customers’ 
footprint by 2030.

We’re reimagining our supply chain 
and operations to have a restorative 
impact on the environment, while 
meeting customer needs.

How We’re Doing It

How We’re Doing It

We’re innovating clean technologies, 
advancing energy-efficiency and 
healthy spaces, reducing global food 
loss, designing systems for circularity 
and transitioning to next-generation 
refrigerants.

We’re working to achieve carbon 
neutral operations, zero waste 
disposed of in landfills, net positive 
water use in water-stressed areas, 
and reduce absolute energy use by 
10 percent.

Our Progress since 2019

Our Progress since 2019

50 million
metric tons of CO2e reduced from 
our customers’ carbon footprint 
Equivalent to the CO2e removed by 
more than

826 million

Tree saplings planted and grown over 
10 years.

18%

total reduction in water use in water-
stressed regions

25%

reduction in emissions from our own 
operations

We’re creating new possibilities and 
a better world for our people and 
our communities through a focus on 
engagement, diversity and inclusion 
and by creating sustainable futures 
for our communities.

How We’re Doing It

We’ll achieve workforce diversity 
reflective of our communities, gender 
parity in leadership roles, and create 
pathways to STEM education and 
rewarding careers.

Our Progress in 2021

24.6%

of senior leadership positions held by 
women

$11.3 million

in total philanthropic giving

Trane Technologies continues to put the health, safety, and well-being of our people first, while making sure that we serve our 
customers’ needs, and executing on the Company’s business strategy and performance goals. 

TAKING CARE OF OUR PEOPLE
We integrate wellness into our culture through a portfolio of benefits that support physical, social, emotional, and financial well-being 
so that team members can thrive at work, at home, and in their communities. And, while enhancing well-being offerings, we 
continued to update health and safety measures and protocols according to recommendations from health authorities.

• Implemented a global wellness platform, providing online access to our people and their families for programs such as mindfulness, 

nutrition and fitness

• Accelerated our “Future of Work” initiative that includes scenarios for working virtually, remote and within a geography, hybrid or fully 

on-site, depending on individuals’ roles and work styles

• Completed our first global mental health pulse survey to understand the evolving needs, concerns, and priorities of our employees
• Expanded and enhanced back-up and working parent resources in the U.S., increasing the amount of coverage days and adding 

educational resources 

• Launched an employee-led innovation program, Operation Possible, enabling our people to use unique ideas, backgrounds and 

perspectives to identify and implement sustainable solutions that will impact the world

• Encouraged all global employees to complete COVID-19 vaccinations, offering up to four hours of paid time off per inoculation
• Expanded company healthcare programs to cover COVID-19 testing, telehealth visits and offered vaccination incentive in the U.S.
• Provided grants to 411 employees experiencing personal financial hardship through the Helping Hand employee relief fund

6

2021 PERFORMANCE HIGHLIGHTSINNOVATING TO SERVE CUSTOMERS
Our teams leveraged our business operating system, lean thinking and innovation expertise to ensure we continued to serve 
customers through high demand, global supply chain challenges, and pandemic-related absenteeism. 

• Proactively managed inventory and supply amid global supply chain disruptions
• Provided resources and offerings to K-12 schools to help them create healthy spaces for education and guidance on stimulus 

funding for investments in indoor environmental quality 

• Continued to invest in research, education, and policy work around indoor environmental quality (IEQ) through our Center for 

Healthy and Efficient Spaces (CHES) 

• Introduced WellsphereTM, our holistic approach to indoor environmental quality (IEQ) solutions for healthier and more efficient 

commercial indoor spaces

• Established the Life Science business within our Commercial HVAC Americas business with the acquisition of Farrar Scientific, a 

leader in ultra-cold solutions in life science and biopharma 

• Became first company to make standard lower global warming potential (GWP) refrigerants in truck and trailer units, and 

committed to fully electric, zero-emissions solutions across Thermo King end-to-end cold chain portfolio

7

2021 PERFORMANCE HIGHLIGHTS2022 Proxy StatementProxy Voting Roadmap

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about these topics, 
please review Trane Technologies plc’s Annual Report on Form 10-K and the entire Proxy Statement.

ITEM

Election of Directors

1

• Ten out of 11 Director nominees are independent.
• The Board of Directors is nominating four female directors, one 

Black director, one Hispanic director and two non-U.S. directors out 
of a total of 11 directors.

• The tenure and experience of our directors is varied, which brings 

varying perspectives to our Board functionality.

The Board of Directors 
recommends a vote FOR 
the directors nominated for 
election.

See page 15 for further 
information

Director Nominees

Name/Occupation
Kirk E. Arnold 
Executive in Residence of General Catalyst 
Former Chief Executive Officer, Data Intensity

Ann C. Berzin 
Former Chairman and CEO of Financial Guaranty 
Insurance Company
April Miller Boise 
Executive Vice President and Chief Legal Officer of Eaton 
Corporation plc
John Bruton 
Former Prime Minister of the Republic of Ireland and 
Former European Union Commission Head of Delegation 
to the United States
Jared L. Cohon 
President Emeritus of Carnegie Mellon University, University 
Professor of Civil and Environmental Engineering and of 
Engineering and Public Policy
Gary D. Forsee 
Former President of University of Missouri System and 
Former Chairman of the Board and Chief Executive Officer 
of Sprint Nextel Corporation
Linda P. Hudson 
Founder and Former Chairman and CEO of The Cardea 
Group and Former President and CEO of BAE Systems, Inc.
Myles P. Lee 
Former Director and CEO of CRH plc
David S. Regnery 
Chair and Chief Executive Officer
John P. Surma 
Former Chairman and CEO of United States Steel 
Corporation

Independent Other Current Public Boards

A

H

S

F

T

E

Trane Technologies 
Committees

Director 
since 
2018

Age
62

YES

•  Ingersoll Rand Inc.
•  Thomson Reuters
•  Epiphany Technology 
•  Exelon Corporation

Acquisition Corp.

74

2008

YES

•  Unisys

72

2007

YES

•  Ingersoll Rand Inc.

70

2001

YES

53

2020

YES

74

2010

YES

71

2015

YES

68

59

67

2015

2021

2013

YES

NO

YES

•  Bank of America
•  TPI Composites, Inc.

•  Marathon Petroleum Corporation
•  MPLX LP (a publicly traded 

subsidiary of Marathon 
Petroleum Corporation)

•  Public Service Enterprise Group
•  CVS Health Corporation
•  Ingersoll Rand Inc.

M

M

M

M

C

M M

M

M

C

M

M M

M M

C

M C

M M

M M

M

M

M

C

M

C M

M M

Tony L. White 
Former Chairman, President and CEO of Applied 
Biosystems Inc.

75

1997

YES

A Audit Committee

H Human Resources and Compensation 

S Sustainability, Corporate Governance and Nominating 

C Chair

F Finance Committee

T Technology and Innovation Committee

Committee

Committee
E Executive Committee

M Member

8

Board Diversity

One of the three pillars of our 2030 Sustainability Commitments is Opportunity for All. We create new possibilities and a better world 
for our people and our communities. Oversight of our diversity and inclusion strategy begins with our Board of Directors. Our Human 
Resources and Compensation Committee regularly reviews diversity and inclusion and other human capital management matters. 
This commitment to diversity and inclusion extends to our Board of Directors. We know that diverse teams are more innovative and 
collaborative, capable of solving problems and best positioned to realize a better world for future generations. We believe that 
diversity of our Board contributes to our long-term strategy and business model. 

The Company’s policy on Board diversity relates to the selection of nominees for the Board of Directors. In selecting a nominee for 
the Board, the Sustainability, Corporate Governance and Nominating Committee considers the skills, expertise and background 
that would complement the existing Board and ensure that its members are of sufficiently diverse and independent backgrounds, 
recognizing that the Company’s businesses and operations are diverse and global in nature. The Board intends to continue to select 
diverse candidates including from a gender diversity and racial and ethnic diversity perspective in each board member search that 
it conducts. The Board of Directors is nominating four female directors (Ms. Arnold, Ms. Berzin, Ms. Miller Boise and Ms. Hudson), one 
Hispanic director (Mr. White), one Black director (Ms. Miller Boise) and two international directors who are Irish citizens (Mr. Bruton 
and Mr. Lee) out of a total of 11 directors. Two of our current directors (Mr. White and Mr. Bruton) have veteran status. In addition, the 
tenure and experience of our directors is diverse, which brings varying perspectives to our Board functionality.

GENDER

RACE AND ETHNICITY

NATIONALITY

36%

18%

18%

Female Directors

Racially and Ethnically
Diverse Directors

International
Representation

BOARD SIZE AND 
INDEPENDENCE

10 out of 11 Director 
Nominees are 
Independent

9

PROXY VOTING ROADMAP2022 Proxy Statement 
 
 
 
i

e
s
o
B
r
e

l
l
i

M

n
o
t
u
r
B

n
o
h
o
C

e
e
s
r
o
F

n
o
s
d
u
H

e
e
L

y
r
e
n
g
e
R

a
m
r
u
S

e
t
i
h
W

l

d
o
n
r
A

n
i
z
r
e
B

BOARD SKILLS AND EXPERIENCE

$ Financial Expert

$

$

$

$

Finance/Capital Allocation

Global Experience

Technology/Engineering

Marketing/Digital

Services

Human Resources/Compensation

IT/Cybersecurity/Data Management

!

Risk Management/Mitigation

ESG/Sustainability

Chair/CEO/Business Head

Industrial/Manufacturing

Academia/Education

Government/Public Policy

$

Financial Services

S
L
L
K
S

I

I

E
C
N
E
R
E
P
X
E

For more information regarding our diversity and inclusion strategy, goals and metrics for our Company generally, please see our 
ESG Report located on our website at www.tranetechnologies.com and our Human Capital Management Disclosures in our annual 
report on Form 10-K for the fiscal year ended December 31, 2021.

10

PROXY VOTING ROADMAP 
Director Nomination Process

The Sustainability, Corporate Governance and Nominating Committee identifies individuals qualified to become directors and 
recommends the candidates for all directorships.

1 BOARD COMPOSITION ASSESSMENT

The Sustainability, Corporate Governance and Nominating Committee reviews the composition of the full Board to identify 
the qualifications and areas of expertise needed to further enhance the composition of the Board.

2 BOARD RECOMMENDATION

The Sustainability, Corporate Governance and Nominating Committee makes recommendations to the Board concerning 
the appropriate size and needs of the Board including recommendations based on reviews of diversity and the Board’s 
skill and experience matrix.

3 IDENTIFICATION OF CANDIDATES

The Sustainability, Corporate Governance and Nominating Committee, with the assistance of management, identifies 
candidates with the desired qualifications. The Board has used a third-party search firm for all searches conducted in the 
past five years and has included a diverse slate of candidates from a gender, racial and ethnic diversity perspective. The 
Board intends to continue to select diverse candidates including from a gender diversity and racial and ethnic diversity 
perspective for each available board seat in each board member search that it conducts.

In considering candidates, the Sustainability, Corporate Governance and Nominating Committee will consider all factors it 
deems appropriate, including breadth of experience, understanding of business and financial issues, ability to exercise 
sound judgment, diversity, leadership, and achievements and experience in matters affecting business and industry. The 
Sustainability, Corporate Governance and Nominating Committee considers the entirety of each candidate’s credentials 
and believes that at a minimum each nominee should satisfy the following criteria: highest character and integrity, 
experience and understanding of strategy and policy-setting, sufficient time to devote to Board matters, and no conflict of 
interest that would interfere with performance as a director.

Shareholders may recommend candidates for consideration for Board membership by sending recommendations to the 
Sustainability, Corporate Governance and Nominating Committee, in care of the Secretary of the Company. Candidates 
recommended by shareholders are evaluated in the same manner as director candidates identified by any other means.

Corporate Governance Highlights

The Company upholds the highest standards of corporate governance including:

• Substantial majority of independent director  

nominees (10 of 11)

• Annual election of directors
• Majority vote for directors
• Lead Independent Director
• Board oversight of risk management
• Succession planning at all management levels,  
including for Board Members and Chair and CEO

• Annual Board and committee self-assessments
• Executive sessions of non-management directors
• Continuing director education
• Executive and director stock ownership guidelines
• Board oversight of enterprise-wide sustainability program 

and strategy

11

PROXY VOTING ROADMAP2022 Proxy StatementITEM

2

Advisory Approval of the Compensation 
of Our Named Executive Officers

The Board of Directors 
recommends a vote FOR 
this item.

• Our Human Resources and Compensation Committee has adopted 
executive compensation programs with a strong link between pay 
and achievement of short and long-term Company goals.
• Shareholders voted 89% in favor of the Company’s Advisory 

Approval of the Compensation of our Named Executive Officers 
(NEOs) at our 2021 Annual General Meeting.

See page 23 for further 
information

Executive Compensation Highlights

The Human Resources and Compensation Committee (the “Committee”) is guided by executive compensation principles that shape 
the executive compensation programs that the Committee adopts to execute on the Company’s strategies and goals.

Executive Compensation Principles

Our executive compensation programs are based on the following principles:

(i)  business strategy alignment

(iii)  mix of short and long-term incentives

(v)  shareholder alignment

(ii)  pay for performance

(iv)  internal parity

(vi)  market competitiveness

Executive Compensation Program Overview

The Committee has adopted executive compensation programs with a strong link between pay and performance and the 
achievement of short-term and long-term Company goals. The primary components of the executive compensation programs are 
base salary, Annual Incentive Matrix (“AIM”) and long-term incentives (“LTI”). The Committee places significant emphasis on variable 
compensation (AIM and LTI) so that a substantial percentage of the six NEO’s target total direct compensation (“TDC”) is contingent 
on the successful achievement of the Company’s short-term and long-term performance goals.

Pay for Performance

A strong pay for performance culture is paramount to our success and encourages behavior that promotes long-term value 
creation for our shareholders. Accordingly, each executive’s TDC is strongly tied to Company, business, and individual performance 
against set goals. Within our AIM Program, Company and business performance are measured against pre-established financial, 
operational, and strategic objectives, and modified by an Environmental, Social, and Governance (“ESG”) goal, which are all set by 
the Committee. Individual performance is measured against pre-established individual goals, inclusive of a personal sustainability 
commitment, as well as demonstrated leadership competencies and behaviors consistent with our leadership principles. Additionally, 
a portion of the executive’s LTI award is earned based on Company cash flow return on invested capital (“CROIC”) and shareholder 
value performance relative to peer companies. In 2021, greater than 85% of our Chair and CEO’s TDC was performance-based and 
76% of our other NEO’s average TDC was performance-based compensation which is subject to risk depending on our Company’s 
performance. 

12

PROXY VOTING ROADMAP2021 Executive Compensation

The table below shows the 2021 compensation for our CEO and other NEOs, as required to be reported in the Summary 
Compensation Table pursuant to U.S. Securities and Exchange Commission (“SEC”) rules. Please see the notes accompanying the 
Summary Compensation Table for further information.

Summary Compensation Table

Year

Salary
($)

Bonus 
($)

Stock 
Awards 
($)

Option 
Awards 
($)

Non-Equity 
Incentive Plan 
Compensation 
($)

Change in 
Pension 
Value and 
Nonqualified 
Deferred 
Compensation 
Earnings 
($)

All Other 
Compensation 
($)

Total 
($)

2021 1,307,500

— 5,173,935 1,500,036

2,224,399

2,695,010

257,638 12,888,518

2021

713,750

— 1,783,728

600,003

1,205,682

191,069

121,536 4,615,767

2021

740,000

— 1,498,417

504,028

1,060,169

269,575

100,417 4,172,606

2021

608,750

— 1,300,297

412,530

827,942

210,898

78,125 3,438,542

2021

563,750

— 891,952  300,016 

637,488

564,580

67,668 3,025,455

2021 1,410,000

— 8,667,674 2,750,029

3,986,237

920,815

518,506 18,253,260

Name and 
Principal Position

D. S. Regnery
Chair and Chief
Executive Officer

C. J. Kuehn
Executive Vice President 
and Chief Financial Officer

M. J. Avedon(b)
Executive Vice President, 
Chief Human Resources, 
Marketing and 
Communications Officer

P. A. Camuti
Executive Vice President 
and Chief Technology and 
Sustainability Officer

E. M. Turtz
Senior Vice President and 
General Counsel

M. W. Lamach(a) 
Executive Chair

(a)  Mr. Lamach retired December 31, 2021.
(b)  Ms. Avedon was Executive Vice President, Chief Human Resources, Marketing and Communications Officer during the fiscal year ending December 31, 2021. 

Ms. Avedon became Executive Vice President effective January 6, 2022 with the announcement of her retirement in April 2022.

See Compensation Discussion and Analysis for more information about our Committee’s executive compensation principles, the 
programs the Committee has adopted and the decisions the Committee made during 2021.

13

PROXY VOTING ROADMAP2022 Proxy StatementITEM

3

Approval of Appointment of 
Independent Auditors
• The Audit Committee engages in an annual evaluation 
of the qualifications, performance and independence of 
PricewaterhouseCoopers LLP (“PwC”).

• Both by virtue of its familiarity with the Company’s affairs and its 

professional competencies and resources, PwC is considered best 
qualified to perform this important function.

• The Audit Committee and the Board believe that the continued 

retention of PwC to serve as our independent auditor is in the best 
interests of the Company and its investors.

Renewal of the Directors’ Existing 
Authority to Issue Shares
• The Board of Directors’ authority to issue shares under Irish law is 

fundamental to our business.

• Granting the Board this authority is a routine matter for public 

companies incorporated in Ireland.

Renewal of the Directors’ Existing 
Authority to Issue Shares for Cash 
without First Offering Shares to Existing 
Shareholders
• The Board of Directors‘ authority to issue shares for cash without 
first offering shares to existing shareholders is fundamental to our 
business.

• Granting the Board this authority is a routine matter for public 

companies incorporated in Ireland.

• As required under Irish law, this proposal requires the affirmative 

vote of at least 75% of the votes cast.

Determine the Price at which the 
Company Can Reallot Shares Held as 
Treasury Shares
• From time to time the Company may acquire ordinary shares and 

hold them as treasury shares.

• The Company may reallot such treasury shares, and under Irish law, 
our shareholders must authorize the price range at which we may 
reallot shares held in treasury.

• As required under Irish law, this proposal requires the affirmative 

vote of at least 75% of the votes cast.

ITEM

4

ITEM

5

ITEM

6

14

The Board of Directors 
recommends a vote FOR 
this item.

See page 23 for further 
information

The Board of Directors 
recommends a vote FOR 
this item.

See page 25 for further 
information

The Board of Directors 
recommends a vote FOR 
this item.

See page 26 for further 
information

The Board of Directors 
recommends a vote FOR 
this item.

See page 27 for further 
information

PROXY VOTING ROADMAPProposals Requiring Your Vote

In this Proxy Statement, “Trane Technologies,” the “Company,” “we,” “us” and “our” refer to Trane Technologies plc, an Irish public 
limited company. This Proxy Statement and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, are first 
being mailed to shareholders of record on April 8, 2022 (the “Record Date”) on or about April 22, 2022.

The Board of Directors 
recommends a vote FOR 
the directors nominated for 
election listed below.

ITEM

Election of Directors

1

The Company uses a majority of votes cast standard for the election 
of directors. A majority of the votes cast means that the number of 
votes cast “for” a director nominee must exceed the number of votes 
cast “against” that director nominee. Each director of the Company is 
being nominated for election for a one-year term beginning at the end 
of the 2022 Annual General Meeting of Shareholders to be held on 
June 2, 2022 (the “Annual General Meeting”) and expiring at the end of 
the 2023 Annual General Meeting of Shareholders. Under our Articles 
of Association, if a director is not re-elected in a director election, the 
director shall retire at the close or adjournment of the Annual General 
Meeting. 

Nominees for Director

Kirk E. Arnold
Independent Director

Age 62
Director since 2018
Committees
Human Resources and 
Compensation 
Sustainability, Corporate 
Governance and Nominating
Technology and Innovation

Principal Occupation
• Executive in Residence of General Catalyst, a venture capital firm backing entrepreneurs, 

from September 2018–Present.

• Chief Executive Officer of Data Intensity from 2013 to 2017.

Public Directorships Held in the Past Five Years
• EnerNoc, Inc.

Current Public Directorships
• Epiphany Technology Acquisition Corp. 
• Ingersoll Rand Inc.
• Thomson Reuters
Other Activities
• Director of The Predictive Index
• Director of Baypath University
• Director of UP Education Network
• Mass TLC
Skills and Experience

Technology/ 
Engineering

!

Risk Management/ 
Mitigation

Marketing/ 
Digital

ESG / 
Sustainability

Services

IT/Cybersecurity/ 
Data Management

Chair/CEO/ 
Business Head

Academia/ 
Education

Nominee Highlights 
Ms. Arnold’s vast experience in technology and service leadership brings critical insight 
into the Company’s operations, digital analytics, and technologies. Ms. Arnold has served in 
executive positions throughout the technology industry including as COO at Avid, a technology 
provider to the media industry, and CEO and President of Keane, Inc., then a publicly traded 
billion-dollar global services provider. Ms. Arnold has also held senior leadership roles at 
Computer Sciences Corporation, Fidelity Investments and IBM. Ms. Arnold’s active participation 
in the technology and business community provides the Company ongoing insight into digital 
marketing and technology related issues.

15

2022 Proxy StatementPrincipal Occupation
• Chairman and Chief Executive Officer of Financial Guaranty Insurance Company (insurer of 
municipal bonds and structured finance obligations), a subsidiary of General Electric Capital 
Corporation, from 1992 to 2001.

Ann C. Berzin
Independent Director

Age 70
Director since 2001
Committees
Audit
Finance (Chair)
Executive

Current Public Directorships
• Exelon Corporation
Other Activities
• University of Chicago College Advisory 

Council

• Director of Baltimore Gas & Electric 

Company

Skills and Experience

$ Financial 
Expert

Chair/CEO/ 
Business Head

$

$

$

$

$

Finance/Capital 
Allocation

Financial Services

Public Directorships Held in the Past Five Years
• None

Global 
Experience

!

Risk Management/ 
Mitigation

Nominee Highlights 
Ms. Berzin’s extensive experience in finance at a global diversified industrial firm and her 
expertise in complex investment and financial products and services bring critical insight to 
the Company’s financial affairs, including its borrowings, capitalization, and liquidity. In addition, 
Ms. Berzin’s relationships across the global financial community strengthen the Company’s 
access to capital markets. Her board memberships provide deep understanding of trends in the 
energy sector, which presents ongoing opportunities and challenges for the Company.

Principal Occupation
• Executive Vice President and Chief Legal Officer of Eaton Corporation plc from 

January 2020-Present.

• Senior Vice President, General Counsel / Chief Legal Officer of Meritor from 

August 2016-December 2019.

Public Directorships Held in the Past Five Years
• Federal Home Loan Bank, Cincinnati

April Miller Boise
Independent Director

Age 53
Director since 2020
Committees
Audit
Finance

Current Public Directorships
• None
Other Activities
• Trustee, Cleveland Clinic
• Director, City Club of Cleveland
• Trustee, George W. Codrington Charitable 

Foundation

• Trustee, Assembly for the Arts
• Trustee, College Now Greater Cleveland
Skills and Experience

Global 
Experience

ESG / 
Sustainability

Human Resources/ 
Compensation

IT/Cybersecurity/ 
Data Management

!

Risk Management/ 
Mitigation

Industrial/ 
Manufacturing

Government/ 
Public Policy

Nominee Highlights
Ms. Miller Boise adds valuable perspective as we execute our climate-focused strategy and 
expand our global leadership in sustainability. She brings extensive experience in business 
strategy, strategic transactions and international growth, in addition to her deep background in 
corporate governance and inclusive talent management. In particular, Ms. Miller Boise’s experience 
working with companies in relevant industries across the global manufacturing arena including 
automotive, electrical products and services, commercial transportation, and oil and gas brings 
relevant insight regarding the manufacturing industry and dynamic end markets around the world.

16

PROPOSALS REQUIRING YOUR VOTEPrincipal Occupation
• European Union Commission Head of Delegation to the United States from 2004 to 2009.
• Prime Minister of the Republic of Ireland from 1994 to 1997.

Current Public Directorships
• None

Public Directorships Held in the Past Five Years
• None

John Bruton
Independent Director

Age 74
Director since 2010
Committees
Audit
Finance
Technology and Innovation

Other Activities
• Irish Institute for International and European 

Affairs, Director

• Irish Diaspora Loan Fund Public Limited 

Company, Director

• PIMCO Global Advisors (Ireland) Limited, 

Director

• PIMCO Funds: Global Investors Series plc, 

Director

• PIMCO Select Funds plc, Director
Skills and Experience

• PIMCO Fixed Income Source ETFs plc, Director
• PIMCO Funds Ireland plc, Director
• PIMCO Specialty Funds Ireland plc, Director
• Terebellum Limited, Director
• Co-Operation Ireland, Director
• Centre for European Policy Studies, Director

$

$

$

$

Finance/Capital 
Allocation

Global 
Experience

!

Risk Management/ 
Mitigation

Government/ 
Public Policy

ESG / 
Sustainability

$

Financial 
Services

Nominee Highlights 
Mr. Bruton’s long and successful career of public service on behalf of Ireland and Europe 
provides extraordinary insight into critical regional and global economic, social and political 
issues, all of which directly influence the successful execution of the Company’s strategic plan. 
In particular, Mr. Bruton’s leadership role in transforming Ireland into one of the world’s leading 
economies during his tenure, as well as in preparing the governing document for managing 
the Euro, lend substantial authority to the Company’s economic and financial oversight.

17

PROPOSALS REQUIRING YOUR VOTE2022 Proxy StatementJared L. Cohon
Independent Director

Age 74
Director since 2008
Committees
Human Resources and 
Compensation
Sustainability, Corporate
Governance and Nominating
Technology and Innovation
(Chair)

Principal Occupation
• President Emeritus at Carnegie Mellon University, President of Carnegie Mellon University from 
1997-2013 and also appointed University Professor of Civil and Environmental Engineering / 
Engineering and Public Policy.

Public Directorships Held in the Past Five Years
• None

Current Public Directorships
• Unisys
Other Activities 
• Carnegie Corporation, Trustee
• Health Effects Institute, Director
• Heinz Endowments, Trustee
• Hillman Family Foundations, Trustee
Skills and Experience

Global 
Experience

Chair/CEO/ 
Business Head

Technology/ 
Engineering

!

Risk Management/ 
Mitigation

ESG / 
Sustainability

Academia/ 
Education

Government/ 
Public Policy

Nominee Highlights
Dr. Cohon’s extensive career in academics, including 16 years as president of an institution 
known throughout the world for its leadership in the fields of computer science and 
engineering, offers the Company tremendous insight into the latest developments in areas 
critical to commercial innovation and manufacturing process improvement. A member of the 
National Academy of Engineering, Dr. Cohon is a recognized authority on environmental and 
water resources systems analysis and management. As such, Dr. Cohon also brings unique 
perspectives on sustainable business practices, both within our own operations and on behalf 
of our customers and communities. In 2008 and 2009, at the request of Congress, Dr. Cohon 
chaired the National Research Council Committee that produced the report, “Hidden Costs 
of Energy: Unpriced Consequences of Energy Production and Use.” In 2014, Dr. Cohon was 
appointed co-chair of the Congressionally-mandated Commission to review and evaluate the 
National Energy Laboratories. He currently serves as Chair of the National Academies’ Board 
on Energy and Environmental Systems. Finally, Dr. Cohon’s more than nine years of service 
as a member of Trane Inc.’s (formerly American Standard) board of directors provides critical 
insight into that part of the Company’s business.

18

PROPOSALS REQUIRING YOUR VOTEGary D. Forsee
Lead Independent Director

Age 72
Director since 2007
Committees
Human Resources and 
Compensation 
Sustainability, Corporate 
Governance and 
Nominating (Chair) 
Executive 
Technology and Innovation

Linda P. Hudson
Independent Director

Age 71
Director since 2015
Committees
Human Resources 
and Compensation 
Sustainability, Corporate
Governance and Nominating 
Technology and Innovation

Principal Occupation
• President, University of Missouri System from 2008 to 2011.
• Chairman of the Board (from 2006 to 2007) and Chief Executive Officer (from 2005 to 2007) of 

Sprint Nextel Corporation (a telecommunications company).

Current Public Directorships
• Ingersoll Rand Inc.
Other Activities 
• Kansas City Police Foundation
Skills and Experience

Public Directorships Held in the Past Five Years
• DST Systems Inc.
• Evergy, Inc.

$ Financial Expert

Global Experience

Human Resources/ 
Compensation

!

Risk Management/ 
Mitigation

Technology/ 
Engineering

ESG / 
Sustainability

Services

Chair/CEO/ 
Business Head

Academia/ 
Education

Nominee Highlights
In addition to his broad operational and financial expertise, Mr. Forsee’s experience 
as chairman and chief executive officer with one of the largest U.S. firms in the global 
telecommunications industry offers a deep understanding of the challenges and opportunities 
within markets experiencing significant technology-driven change. His role as president of a 
major university system provides insight into the Company’s talent development initiatives, 
which remain a critical enabler of the Company’s long-term success. Mr. Forsee’s experience 
serving on the board of an energy services utility also benefits the Company as it seeks to 
achieve more energy-efficient operations and customer solutions.

Principal Occupation
• Founder and Former Chairman and Chief Executive Officer of The Cardea Group, a business 

management consulting firm she founded in 2014 and sold in 2020.

• Former President and Chief Executive Officer of BAE Systems, Inc. from 2009-2014.
Current Directorships
• Bank of America
• TPI Composites, Inc.
Other Activities 
• Director, University of Florida Foundation 

Public Directorships Held in the Past Five Years
• The Southern Company

Inc. and the University of Florida 
Engineering Leadership Institute
• Advisory Board, the Angeleno Group
Skills and Experience

$ Financial Expert

Global Experience

IT/Cybersecurity/ 
Data Management

Industrial/ 
Manufacturing

Risk Management/ 
Mitigation

Financial Services

!

$

Technology/ 
Engineering

ESG / 
Sustainability

Human 
Resources/ 
Compensation

Chair/CEO/ 
Business Head

Nominee Highlights
Ms. Hudson’s prior role as President and CEO of BAE Systems and her extensive experience 
in the defense and engineering sectors provides the Company with strong operational insight 
and understanding of matters crucial to the Company’s business. Prior to becoming CEO 
of BAE Systems, Ms. Hudson was president of BAE Systems’ Land & Armaments operating 
group, the world’s largest military vehicle and equipment business. A member of the National 
Academy of Engineering, Ms. Hudson is a recognized authority on industrial, manufacturing 
and operational systems. In addition, Ms. Hudson has broad experience in strategic planning 
and risk management in complex business environments.

19

PROPOSALS REQUIRING YOUR VOTE2022 Proxy StatementPrincipal Occupation
• Director (from 2003 to 2013) and Chief Executive Officer (from 2009 to 2013) of CRH plc

Current Public Directorships
• None
Other Activities
• Director, St. Vincent’s Healthcare Group
Skills and Experience

Public Directorships Held in the Past Five Years
• Babcock International Group plc
• UDG Healthcare plc

$ Financial Expert

$

$

$

$

Finance/Capital 
Allocation

Global 
Experience

!

Risk Management/ 
Mitigation

Chair/CEO/ 
Business Head

Industrial/ 
Manufacturing

Nominee Highlights
Mr. Lee’s experience as the former head of the largest public or private company in Ireland 
provides strategic and practical judgment to critical elements of the Company’s growth and 
productivity strategies, expertise in Irish governance matters and significant insight into the 
building and construction sector. In addition, Mr. Lee’s previous service as Finance Director 
and General Manager of Finance of CRH plc and in a professional accountancy practice 
provides valuable financial expertise to the Company.

Principal Occupation
• Chair of the Board of Directors  since January 1, 2022
• Chief Executive Officer of the Company since July 1, 2021

Current Public Directorships
• None
Other Activities
• Alliance of CEO Climate Leaders for the 

World Economic Forum

Public Directorships Held in the Past Five Years
• None

Skills and Experience

$ Financial Expert

$

$

$

$

Finance/Capital  
Allocation

Global 
Experience

Services

!

Risk Management/ 
Mitigation

ESG / 
Sustainability

Chair/CEO/
Business Head

Industrial/
Manufacturing

Nominee Highlights
Mr. Regnery has been with the Company for his entire career. He was appointed CEO in 
July 2021, and named chair of the Company’s board of directors in January 2022. Previously, 
Mr. Regnery served as the Company’s president and chief operating officer, with direct 
responsibility for its three regional reporting segments and full portfolio of businesses, as well 
as mission-critical company operations including supply chain, engineering and information 
technology. Throughout his tenure, Mr. Regnery has led the majority of the Company’s 
businesses around the world, including Commercial HVAC and Transport Refrigeration. As 
president of the Commercial HVAC business, Mr. Regnery led the launch of the Company’s 
successful EcoWise™ portfolio of products, designed to lower environmental impact through 
high efficiency operation and low global-warming potential refrigerants. Under Mr. Regnery’s 
leadership, Trane Technologies has sharpened its strategy as an industry leader in climate 
solutions with a singular purpose – to boldly challenge what’s possible for a sustainable world. 

Myles P. Lee
Independent Director

Age 68
Director since 2015
Committees
Audit
Finance

David S. Regnery
Chair and Chief Executive 
Officer

Age 59
Director since 2021
Committees
Executive (Chair)

20

PROPOSALS REQUIRING YOUR VOTEJohn P. Surma
Independent Director

Age 67
Director since 2013
Committees
Audit (Chair)
Finance
Executive

Principal Occupation
• Chairman (from 2006-2013) and Chief Executive Officer (from 2004-2013) of United States 

Steel Corporation (a steel manufacturing company).

Current Public Directorships
• Marathon Petroleum Corporation
• MPLX LP (a publicly traded subsidiary of 

Marathon Petroleum Corporation)*

• Public Service Enterprise Group

Public Directorships Held in the Past Five Years
• Concho Resources Inc.

*  MPLX GP LLC is a Master Limited Partnership and is a consolidated subsidiary of Marathon 
Petroleum Corporation, which holds >50% of its voting units. We view Mr. Surma’s service on 
the MPLX board as an extension of his service on the Marathon Petroleum Corporation board 
for purposes of assessing the level of outside public board commitments.

Other Activities
• Director, UPMC
• Former Director and Chair, Federal Reserve 

Bank of Cleveland

• Former Director and Former Chair, National 

Safety Council

• Director Emeritus and Former Chair, 
Allegheny County Parks Foundation

Skills and Experience

$ Financial Expert

$

$

$

$

Finance/Capital 
Allocation

Global 
Experience

Services

!

Risk Management/
Mitigation

ESG / 
Sustainability

Chair/CEO/
Business Head

Industrial/
Manufacturing

Government/Public 
Policy

Nominee Highlights
Mr. Surma’s experience as the former chairman and chief executive officer of a large industrial 
company provides significant and direct expertise across all aspects of the Company’s 
operational and financial affairs. In particular, Mr. Surma’s financial experience, having 
previously served as the chief financial officer of United States Steel Corporation and as a 
partner of the audit firm PricewaterhouseCoopers LLP, provides the Board with valuable insight 
into financial reporting and accounting oversight of a public company. Mr. Surma’s board 
memberships and other activities provide the Board an understanding of developments in the 
energy sector as the Company seeks to develop more energy-efficient operations and insight 
into national and international business and trade policy that could impact the Company.

21

PROPOSALS REQUIRING YOUR VOTE2022 Proxy StatementTony L. White
Independent Director

Age 75
Director since 1997
Committees
Human Resources and 
Compensation (Chair)
Sustainability, Corporate
Governance and Nominating
Executive
Technology and Innovation

Principal Occupation
• Chairman, President and Chief Executive Officer of Applied Biosystems Inc. (a developer, 

manufacturer and marketer of life science systems and genomic information products) from 
1995 until his retirement in 2008.

Current Public Directorships
• CVS Health Corporation
• Ingersoll Rand Inc.
Skills and Experience

Public Directorships Held in the Past Five Years
• C.R. Bard, Inc.

$ Financial Expert

$

$

$

$

Finance/Capital 
Allocation

Global 
Experience

Technology/ 
Engineering

Marketing/ Digital

Chair/CEO/
Business Head

Human 
Resources/
Compensation

Industrial/
Manufacturing

!

Risk 
Management/
Mitigation

ESG / Sustainability

Nominee Highlights
Mr. White’s extensive management experience, including 13 years as chairman and chief 
executive officer of an advanced-technology life sciences firm, provides substantial expertise 
and guidance across all aspects of the Company’s operational and financial affairs. In 
particular, Mr. White’s leadership of an organization whose success was directly connected to 
innovation and applied technologies aligns with the Company’s focus on innovation as a key 
source of growth. The Company benefits from Mr. White’s experience and board memberships 
focusing on developments related to biotechnology and healthcare delivery systems which 
offer instructive process methodologies to accelerate our innovation efforts.

22

PROPOSALS REQUIRING YOUR VOTEITEM

2

Advisory Approval of the 
Compensation of Our Named 
Executive Officers

The Board of Directors recommends 
a vote FOR advisory approval of the 
compensation of our NEOs as disclosed 
in the Compensation Discussion and 
Analysis, the compensation tables, and 
the related disclosure contained in this 
proxy statement.

The Company is presenting the following proposal, commonly known as a “Say-on-Pay” proposal, which gives you as a shareholder 
the opportunity to endorse or not endorse our compensation program for NEOs by voting for or against the following resolution:

“RESOLVED, that the shareholders approve the compensation of the Company’s NEOs, as disclosed in the Compensation Discussion and 
Analysis, the compensation tables, and the related disclosure contained in the Company’s proxy statement.”

While our Board of Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding 
on us and is advisory in nature.

In considering your vote, please be advised that our compensation program for NEOs is guided by our design principles, as described in 
the Compensation Discussion and Analysis section of this Proxy Statement:

(i)  business strategy alignment

(iii) mix of short and long-term incentives

(v)  shareholder alignment

(ii)  pay for performance

(iv) internal parity

(vi) market competitiveness

By following these design principles, we believe that our compensation program for NEOs is strongly aligned with the long-term 
interests of our shareholders.

Approval of Appointment of 
Independent Auditors

ITEM

3

The Board of Directors recommends a 
vote FOR the proposal to approve the 
appointment of PwC as independent 
auditors of the Company and to 
authorize the Audit Committee of the 
Board of Directors to set the auditors’ 
remuneration.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent audit firm 
retained to audit the Company’s financial statements and internal controls over financial reporting. In executing its responsibilities, the 
Audit Committee engages in an annual evaluation of the qualifications, performance and independence of PricewaterhouseCoopers 
LLP (“PwC”). In assessing independence, the Committee reviews the fees paid, including those related to non-audit services. The Audit 
Committee has sole authority to approve all engagement fees to be paid to PwC. The Audit Committee regularly meets with the lead 
audit partner without members of management present, and in executive session with only the Audit Committee members present, which 
provides the opportunity for continuous assessment of the firm’s effectiveness and independence and for consideration of rotating audit 
firms.

In addition, as part of its normal cadence, the Audit Committee considers whether there should be a regular rotation of the independent 
auditors. The Audit Committee ensures that the mandated rotation of PwC’s lead engagement partner occurs routinely, and the Audit 
Committee and its Chairman are directly involved in the selection of PwC’s lead engagement partner.

The Audit Committee has recommended that shareholders approve the appointment of PwC as our independent auditors for the fiscal year 
ending December 31, 2022 and authorize the Audit Committee of our Board of Directors to set the independent auditors’ remuneration.

PwC has been acting continuously as our independent auditors for over one hundred years and, both by virtue of its familiarity with the 
Company’s affairs and its professional competencies and resources, is considered best qualified to perform this important function. The 
Audit Committee and the Board believe that the continued retention of PwC to serve as our independent auditors is in the best interests of 
the Company and its investors.

Representatives of PwC will be present at the Annual General Meeting and will be available to respond to appropriate questions. They will 
have an opportunity to make a statement if they so desire. 

23

PROPOSALS REQUIRING YOUR VOTE2022 Proxy StatementAudit Committee Report

While management has the primary responsibility for the financial statements and the financial reporting process, including the 
system of internal controls, the Audit Committee reviews the Company’s audited financial statements and financial reporting 
process on behalf of the Board of Directors. The independent auditors are responsible for performing an independent audit of 
the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight 
Board (United States) (the “PCAOB”) and to issue a report thereon. The Audit Committee monitors those processes. In this context, 
the Audit Committee has met and held discussions with management and the independent auditors regarding the fair and 
complete presentation of the Company’s results. The Audit Committee has discussed significant accounting policies applied by the 
Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that 
the Company’s consolidated financial statements were prepared in accordance with United States generally accepted accounting 
principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the 
independent auditors. The Audit Committee also discussed with the independent auditors the matters required to be discussed by 
Auditing Standard No. 1301, “Communications with Audit Committees” issued by the PCAOB.

In addition, the Audit Committee has received and reviewed the written disclosures and the letter from PwC required by the PCAOB 
regarding PwC’s communications with the Audit Committee concerning independence and discussed with PwC the auditors’ 
independence from the Company and its management in connection with the matters stated therein. The Audit Committee also 
considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ 
independence. The Audit Committee has concluded that the independent auditors are independent from the Company and its 
management.

The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their 
respective audits. The Audit Committee meets separately with the internal and independent auditors, with and without management 
present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the 
Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the 
Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal 
year ended December 31, 2021 (“2021 Form 10-K”), for filing with the Securities and Exchange Commission (the “SEC”). The Audit 
Committee has selected PwC, subject to shareholder approval, as the Company’s independent auditors for the fiscal year ending 
December 31, 2022.

AUDIT COMMITTEE

John P. Surma (Chair) 
Ann C. Berzin 
April Miller Boise

John Bruton 
Myles P. Lee 

24

PROPOSALS REQUIRING YOUR VOTEFees of the Independent Auditors

The following table shows the fees paid or accrued by the Company for audit and other services provided by PwC for the fiscal 
years ended December 31, 2021 and 2020:

Audit Fees(a)

Audit-Related Fees(b)

Tax Fees(c)

All Other Fees(d)

Total

2021 
($)

2020 
($)

9,545,000

10,568,000

77,000

67,000

1,835,000

6,062,000

14,000

9,000

11,471,000

16,706,000

(a)  Audit Fees for the fiscal years ended December 31, 2021 and 2020, respectively, were for professional services rendered for the audits of the Company’s 

annual consolidated financial statements and its internal controls over financial reporting, including quarterly reviews, statutory audits, issuance of consents 
and review of documents filed with the SEC.

(b)  Audit-Related Fees for the fiscal years ended December 31, 2021 and 2020, respectively, consist of assurance services that are related to performing the 

audit and review of certain financial statements including employee benefit plan audits. 

(c)  Tax Fees for the fiscal year ended December 31, 2021 include consulting and compliance services in the U.S. and non-U.S. locations. Tax Fees for the fiscal 
year ended December 31, 2020 include consulting and compliance services in the U.S. and non-U.S. locations and tax consulting services relating to the 
Reverse Morris Trust transaction.

(d)  All Other Fees for the fiscal year ended December 31, 2021 and 2020 included license fees for accounting and tax research tools and other software licenses.

The Audit Committee has adopted policies and procedures which require that the Audit Committee pre-approve all non-audit services 
that may be provided to the Company by its independent auditors. The policy: (i) provides for pre-approval of an annual budget for 
each type of service; (ii) requires Audit Committee approval of specific projects if not included in the approved budget; and (iii) requires 
Audit Committee approval if the forecast of expenditures exceeds the approved budget on any type of service. The Audit Committee 
pre-approved all of the services described under “Audit-Related Fees,” “Tax Fees” and “All Other Fees.” The Audit Committee has 
determined that the provision of all such non-audit services is compatible with maintaining the independence of PwC. 

ITEM

4

Renewal of the Directors’ 
Existing Authority to 
Issue Shares

The Board of Directors recommends 
that you vote FOR renewing the 
Directors’ authority to issue shares.

Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares, including shares 
which are part of the Company’s authorized but unissued share capital. Our shareholders provided the Directors with this authorization at our 
2021 annual general meeting on June 3, 2021 for a period of 18 months. Because this share authorization period will expire in December 2022, 
we are presenting this proposal to renew the Directors’ authority to issue our authorized shares on the terms set forth below.

We are seeking approval to authorize our Board of Directors to issue up to 33% of our issued ordinary share capital as of April 8, 2022 (the 
latest practicable date before this proxy statement), for a period expiring 18 months from the passing of this resolution, unless renewed, 
varied or revoked.

Granting the Board of Directors this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish 
market practice. This authority is fundamental to our business and enables us to issue shares, including in connection with our equity 
compensation plans (where required) and, if applicable, funding acquisitions and raising capital. We are not asking you to approve an 
increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant 
the Board of Directors the authority to issue shares that are already authorized under our articles of association upon the terms below. 
In addition, we note that, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded 
to them under the rules and regulations of the NYSE and the SEC, including those rules that limit our ability to issue shares in specified 
circumstances. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for other non-
Irish companies listed on the NYSE with whom we compete. Renewal of the Directors’ existing authority to issue shares is fully consistent 
with NYSE rules and listing standards and with U.S. capital markets practice and governance standards.

25

PROPOSALS REQUIRING YOUR VOTE2022 Proxy StatementAs required under Irish law, the resolution in respect of this proposal is an ordinary resolution that requires the affirmative vote of a 
simple majority of the votes cast.

The text of this resolution is as follows:

“That the Directors be and are hereby generally and unconditionally authorized with effect from the passing of this resolution to 
exercise all powers of the Company to allot relevant securities (within the meaning of Section 1021 of the Companies Act 2014) up to an 
aggregate nominal amount of $85,251,537 (85,251,537 shares) (being equivalent to approximately 33% of the aggregate nominal value 
of the issued ordinary share capital of the Company as of April 8, 2022 (the latest practicable date before this proxy statement)), and 
the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied 
or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might 
require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot relevant securities in 
pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”

ITEM

5

Renewal of the Directors’ Existing 
Authority to Issue Shares for Cash 
Without First Offering Shares to 
Existing Shareholders

The Board of Directors recommends 
that you vote FOR renewing the 
Directors’ authority to issue shares for 
cash without first offering shares to 
existing shareholders.

Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash, it is required first to offer those 
shares on the same or more favorable terms to existing shareholders of the Company on a pro-rata basis (commonly referred to as the 
statutory pre-emption right). Our shareholders provided the Directors with this authorization at our 2021 annual general meeting on June 3, 
2021 for a period of 18 months. Because this share authorization period will expire in December 2022, we are presenting this proposal to 
renew the Directors’ authority to opt-out of the pre-emption right on the terms set forth below.

We are seeking approval to authorize our Board of Directors to opt out of the statutory pre-emption rights provision in the event of (1) the 
issuance of shares for cash in connection with any rights issue and (2) any other issuance of shares for cash, if the issuance is limited to up 
to 5% of our issued ordinary share capital as of April 8, 2022 (the latest practicable date before this proxy statement), for a period expiring 
18 months from the passing of this resolution, unless renewed, varied or revoked.

Granting the Board of Directors this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish 
market practice. Similar to the authorization sought for Item 4, this authority is fundamental to our business and enables us to issue shares 
under our equity compensation plans (where required) and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise 
capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the 
Board of Directors the authority to issue shares in the manner already permitted under our articles of association upon the terms below. 
Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more 
favorable terms to all of our existing shareholders. This requirement could undermine the operation of our compensation plans and cause 
delays in the completion of acquisitions and capital raising for our business. Furthermore, we note that this authorization is required as a 
matter of Irish law and is not otherwise required for other non-Irish companies listed on the NYSE with whom we compete. Renewal of the 
Directors’ existing authorization to opt out of the statutory pre-emption rights as described above is fully consistent with NYSE rules and 
listing standards and with U.S. capital markets practice and governance standards.

As required under Irish law, the resolution in respect of this proposal is a special resolution that requires the affirmative vote of at least 75% 
of the votes cast.

The text of the resolution in respect of this proposal is as follows:

“As a special resolution, that, subject to the passing of the resolution in respect of Item 4 as set out above and with effect from 
the passing of this resolution, the Directors be and are hereby empowered pursuant to Section 1023 of the Companies Act 2014 
to allot equity securities (as defined in Section 1023 of that Act) for cash, pursuant to the authority conferred by Item 5 as if 
subsection (1) of Section 1022 did not apply to any such allotment, provided that this power shall be limited to:

a. 

 the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights to 
subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders 
are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions 
or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements that would otherwise 
arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock 
exchange in, any territory, or otherwise); and

26

PROPOSALS REQUIRING YOUR VOTEb.   the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of 
$12,916,899 (12,916,899 shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary 
share capital of the Company as of April 8, 2022 (the latest practicable date before this proxy statement)) and the authority 
conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or 
revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or 
might require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot equity 
securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”

ITEM

6

Determine the Price at which the 
Company Can Reallot Shares 
Held as Treasury Shares

The Board of Directors recommends 
that shareholders vote FOR the 
proposal to determine the price at 
which the Company can re-allot shares 
held as treasury shares.

Our open-market share repurchases (redemptions) and other share buyback activities may result in ordinary shares being acquired 
and held by the Company as treasury shares. We may reissue treasury shares that we acquire through our various share buyback 
activities including in connection with our executive compensation program and our director programs.

Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this proposal, 
that price range is expressed as a minimum and maximum percentage of the closing market price of our ordinary shares on the NYSE 
the day preceding the day on which the relevant share is re-allotted. Under Irish law, this authorization expires 18 months after its 
passing unless renewed.

The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in 
treasury may be re-allotted are 95% and 120%, respectively, of the closing market price of the ordinary shares on the NYSE the day 
preceding the day on which the relevant share is re-issued, except as described below with respect to obligations under employee 
share schemes, which may be at a minimum price of nominal value. Any reallotment of treasury shares will be at price levels that the 
Board considers in the best interests of our shareholders.

As required under Irish law, the resolution in respect of this proposal is a special resolution that requires the affirmative vote of at least 
75% of the votes cast.

The text of the resolution in respect of this proposal is as follows:

“As a special resolution, that the re-allotment price range at which any treasury shares held by the Company may be reallotted 
shall be as follows:

a.   the maximum price at which such treasury share may be re-allotted shall be an amount equal to 120% of the “market price”; 

and

b.   the minimum price at which a treasury share may be re-allotted shall be the nominal value of the share where such a share is 
required to satisfy an obligation under an employee share scheme or any option schemes operated by the Company or, in all 
other cases, an amount equal to 95% of the “market price”; and

c.   for the purposes of this resolution, the “market price” shall mean the closing market price of the ordinary shares on the NYSE 

the day preceding the day on which the relevant share is re-allotted.

FURTHER, that this authority to re-allot treasury shares shall expire at 18 months from the date of the passing of this resolution 
unless previously varied or renewed in accordance with the provisions of Sections 109 and 1078 of the Companies Act 2014.”

27

PROPOSALS REQUIRING YOUR VOTE2022 Proxy StatementCorporate Governance

Corporate Governance Guidelines

Our Corporate Governance Guidelines, together with the charters of the various Board committees, provide a framework for the 
corporate governance of the Company. The following is a summary of our Corporate Governance Guidelines and practices. A copy 
of our Corporate Governance Guidelines, as well as the charters of each of our Board committees, are available on our website at 
www.tranetechnologies.com under the heading “About Us – Corporate Governance.”

Role of the Board of Directors

The Company’s business is managed under the direction of the Board of Directors. The Board delegates to the Chief Executive 
Officer, and through that individual to other senior management, the authority and responsibility for managing the Company’s 
business. The role of the Board of Directors is to oversee the management and governance of the Company and monitor senior 
management’s performance.

Board Responsibilities

Among the Board of Directors’ core responsibilities are:

• Select individuals for Board membership and evaluate the performance of the Board, Board committees and individual directors;
• Select, monitor, evaluate and compensate senior management;
• Assure that management succession planning is adequate;
• Review and approve significant corporate actions;
• Review and monitor implementation of management’s strategic plans; 
• Review and approve the Company’s annual operating plans and budgets;
• Monitor corporate performance and evaluate results compared to the strategic plans and other long-range goals; 
• Review the Company’s financial controls and reporting systems;
• Review and approve the Company’s financial statements and financial reporting; 
• Review the Company’s ethical standards and legal compliance programs and procedures; 
• Oversee the Company’s management of enterprise risk; 
• Evaluate the performance of the Board of Directors, Board committees and individual directors; and 
• Monitor relations with shareholders, employees, and the communities in which the Company operates. 

Board Leadership Structure

The positions of Chair of the Board and CEO at the Company are held by the same person, except in unusual circumstances, 
such as during a CEO transition. This policy has worked well for the Company. It is the Board of Directors’ view that the Company’s 
corporate governance principles, the quality, stature and substantive business knowledge of the members of the Board, as well 
as the Board’s culture of open communication with the CEO and senior management are conducive to Board effectiveness with a 
combined Chair and CEO position.

In addition, the Board of Directors has a strong Lead Independent Director and it believes this role adequately addresses the 
need for independent leadership and an organizational structure for the independent directors. The Board of Directors appoints a 
Lead Independent Director from among the Board’s independent directors. The Lead Independent Director coordinates the activities 
of all of the Board’s independent directors working with the Chair and CEO. The Lead Independent Director is the principal liaison 
with the CEO and ensures that the Board of Directors has an open, trustful relationship with the Company’s senior management 
team. In addition to the duties of all directors, as set forth in the Company’s Governance Guidelines, the specific responsibilities of 
the Lead Independent Director are as follows:

• Chair meetings of the independent directors;
• Ensure full participation and engagement of all Board members in deliberations;

28

• Lead the Board of Directors in all deliberations involving the CEO’s employment, including hiring, contract negotiations, 

performance evaluations, and separation;

• Engage and counsel the Chair and CEO on issues of interest/concern to directors including majority and minority viewpoints and 

encourage all directors to engage the Chair and CEO with their interests and concerns;

• Work with the Chair and CEO to develop an appropriate schedule of Board meetings and approve such schedule, to ensure that 
the directors have sufficient time for discussion of all agenda items, while not interfering with the flow of Company operations;

• Setting the agendas for Board meetings in collaboration with the Chair and CEO; 
• Plan the agendas and chair executive sessions of the Board’s independent directors; 
• Act as the primary liaison between the directors and the Chair and CEO; 
• Provide advice and counsel to the Chair and CEO; 
• Keep abreast of key Company activities and advise the Chair and CEO as to the quality, quantity and timeliness of the flow of 
information from Company management that is necessary for the directors to effectively and responsibly perform their duties; 
although Company management is responsible for the preparation of materials for the Board, the Lead Independent Director will 
approve information provided to the Board and may specifically request the inclusion of certain material;

• Engage consultants who report directly to the Board and assist in recommending consultants that work directly for Board 

Committees;

• Working in conjunction with the Sustainability, Corporate Governance and Nominating Committee in compliance with Committee 

processes to interview director candidates and make recommendations to the Board;

• Provide oversight and act as a liaison between management and the Board with respect to succession of the CEO and lead the 

Board in an annual review of Board and CEO succession plans;

• Assist the Board and Company officers in assuring compliance with and implementation of the Company’s Governance 

Guidelines; 

• Work in conjunction with the Sustainability, Corporate Governance and Nominating Committee to identify for appointment the 

members of the various Board Committees, as well as selection of the Committee chairs;

• Be available for consultation and direct communication with major shareholders coordinating with the Chair and CEO;
• Make a commitment to serve in the role of Lead Director for a minimum of three years; and
• Help set the tone and uphold the highest standards of ethics and integrity and encourage that throughout the Company.
Mr. Forsee has been the Company’s Lead Independent Director since the 2021 Annual General Meeting.

29

CORPORATE  GOVERNANCE2022 Proxy StatementBoard Risk Oversight

The Board of Directors has oversight responsibility of the processes established to report and monitor systems for material risks 
applicable to the Company. The Board of Directors has delegated to its various committees the oversight of risk management 
practices for categories of risk relevant to their functions.

BOARD OF DIRECTORS
• The Board of Directors focuses on the Company’s general risk management strategy and the most significant risks facing the 

Company and ensures that appropriate risk mitigation strategies are implemented by management.

• The full Board has oversight of strategic Human Capital Management risks and opportunities including succession planning, 

diversity and inclusion, employee engagement, employee health and safety, and development.

• The Board regularly receives reports from each Committee as to risk oversight within their areas of responsibility.

Audit Committee

Human Resources and Compensation Committee

BOARD COMMITTEES

• Oversees risks associated with the Company’s systems 
of disclosure controls and internal controls over financial 
reporting, as well as the Company’s compliance with 
legal and regulatory requirements.

• Oversees the Company’s cybersecurity programs and 
risks, including Board level oversight for management’s 
actions with respect to: 

(1)  the practices, procedures, and controls to identify, 

assess, and manage its key cybersecurity programs 
and risks;

(2) the protection, confidentiality, integrity, and availability of 
the Company’s digital information, intellectual property, 
and compliance-protected data through the associated 
networks as it relates to connected networks, suppliers, 
employees, and channel partners; and

(3) the protection and privacy of data related to our 

customers.

• Discusses with management and the independent 
auditors the Company’s policies with respect to risk 
assessment and risk management, including the review 
and approval of a risk-based audit plan.

• Considers risks related to the attraction and retention of 
talent and risks related to the design of compensation 
programs and arrangements.

Sustainability, Corporate Governance and Nominating 
Committee

• Oversees risks associated with Board succession, 
conflicts of interest, corporate governance and 
sustainability.

• Oversees risks associated with the Company’s 
performance against its sustainability and ESG 
objectives including the impacts of climate change.

Finance Committee

• Oversees risks associated with foreign exchange, 

insurance, liquidity, credit and debt.

MANAGEMENT

• Identification, assessment, and management of risks through the Company’s Enterprise Risk Management program and 

Committee.

• The Enterprise Risk Management program and Committee is responsible for identifying and managing strategic risks within 

the Company’s risk appetite and providing reasonable assurance regarding the achievement of these objectives.

• Risks are prioritized based upon potential impact, likelihood and vulnerability, an owner is assigned to each risk area to 
develop a risk mitigation strategy and key risk indicators are utilized to track progress against these objectives. The risk 
universe is reviewed regularly to ensure the Company is addressing any potential changes in the risk landscape.

• The Company has appointed the Chief Financial Officer (“CFO”) as its Chief Risk Officer, and in that role, the Chief Risk Officer 
periodically reports on risk management policies and practices to the relevant Board Committee or to the full Board so that 
any decisions can be made as to any required changes in the Company’s risk management and mitigation strategies or in the 
Board’s oversight of these. The Chief Risk Officer also reports on specific risks and risk mitigation action plans, including risk 
indicators to track progress.

30

CORPORATE  GOVERNANCESPOTLIGHT: RISK OVERSIGHT

Business Strategy
One of the primary responsibilities of the Board of Directors is to 
review and monitor implementation of management’s strategic 
plans. Our Directors have deep experience and expertise in 
strategic planning and execution and use their experience to 
engage in active dialogue with management. The Board of 
Directors evaluates strategic plans through regular discussions 
as part of Board meetings and during strategic planning sessions 
dedicated to these topics.

Human Resources and Compensation
As part of its oversight of the Company’s executive compensation 
program, the Human Resources and Compensation Committee 
considers the impact of the Company’s executive compensation 
program and the incentives created by the compensation 
awards that it administers on the Company’s risk profile. In 
addition, the Company reviews all of its compensation policies 
and procedures, including the incentives that they create and 
factors that may reduce the likelihood of excessive risk taking, 
to determine whether they present a significant risk to the 
Company. Based on this review, the Company has concluded that 
its compensation policies and procedures are not reasonably 
likely to have a material adverse effect on the Company.

The Human Resources and Compensation Committee reviews 
and discusses with the Sustainability, Corporate Governance and 
Nominating Committee and the Audit Committee, as appropriate, 
the Company’s Human Capital Management disclosures for the 
Company’s Annual Report on Form 10-K. The Human Resources 
and Compensation Committee also sets, reviews and approves 
annual ESG factors for purposes of the Company’s Annual 
Incentive Matrix. The Human Resources and Compensation 
Committee also reviews at least annually and discusses with 
management key human resource management initiatives 
related to leadership talent recruitment, retention, diversity and 
inclusion, pay equity and hourly wages.

Environmental, Social and Governance Matters
The Sustainability, Corporate Governance and Nominating 
Committee of our Board of Directors oversees risks associated 
with corporate governance and sustainability, including 
the development and implementation of policies relating 
to environmental, social and governance (“ESG”) issues. 
The Sustainability, Corporate Governance and Nominating 
Committee also monitors the Company’s performance 
against its sustainability and ESG objectives including the 
impacts of climate change. The Sustainability, Corporate 
Governance and Nominating Committee also evaluates social 
and environmental trends and issues in connection with the 
Company’s business activities and makes recommendations to 
the Board regarding those trends and issues.

The Technology and Innovation Committee assists the 
Board in its oversight of the Company’s responses to certain 
environmental matters including climate change, greenhouse 
gas emissions, energy-efficient and low-emissions products 
and product life cycle and materials, and supports as needed, 
the Sustainability, Corporate Governance and Nominating 
Committee in its review of environmental and sustainability 
practices. 

Cybersecurity
Our Cybersecurity strategy is overseen by the Audit Committee 
of our Board of Directors and directed by our Chief Information 
Officer. Our cybersecurity strategy, programs and policies are 
designed to protect the company’s most important information 
and technology assets from an ever-evolving landscape of 
threats. Our Audit Committee:

•  Maintains appropriate oversight of the Company’s IT 
Cybersecurity Governance, Strategy, and Compliance
•  Oversees Management’s implementation of cybersecurity 
programs and risk policies and procedures and oversees 
management’s actions to ensure their effectiveness in 
maintaining the integrity of the Company’s electronic 
systems and facilities.

•  Oversees the Company’s efforts to comply with regulatory 
requirements relating to the matters, including but not 
limited to the implementation of any remediation or other 
measures in response to regulatory findings.

Senior management briefs the Audit Committee regarding 
cybersecurity at least three times per year, and reports to the 
Board on a regular basis. We have cybersecurity insurance 
and we regularly review our policy and levels of coverage 
based on current risks. All salaried employees complete an 
annual cybersecurity training program, where specific threats 
and scenarios are highlighted, based on our analysis of current 
risks to the organization.

The Technology and Innovation Committee supports, as 
requested, the Audit Committee in its review of the Company’s 
information technology and cybersecurity policies and 
practices.

31

CORPORATE  GOVERNANCE2022 Proxy StatementDirector Compensation and Share Ownership

It is the policy of the Board of Directors that directors’ fees be the sole compensation received from the Company by any non-employee 
director. The Company has a share ownership requirement of five times the annual cash retainer paid to the directors. A director 
cannot sell any shares of Company stock until he or she attains such level of ownership and any sale thereafter cannot reduce the total 
number of holdings below the required ownership level. A director is required to retain this minimum level of Company share ownership 
until their resignation or retirement from the Board.

Board Committees

The Board of Directors has the following committees: Audit Committee, Human Resources and Compensation Committee, 
Sustainability, Corporate Governance and Nominating Committee, Finance Committee, Technology and Innovation Committee and 
Executive Committee. The Board of Directors consists of a substantial majority of independent, non-employee directors. Only non-
employee directors serve on the Audit, Human Resources and Compensation, Sustainability, Corporate Governance and Nominating, 
Finance and Technology and Innovation Committees. The Board of Directors has determined that each member of each of these 
committees is “independent” as defined in the NYSE listing standards and the Company’s Guidelines for Determining Independence 
of Directors. Chairpersons and members of these five committees are rotated periodically, as appropriate. The Chair and CEO serves 
on the Company’s Executive Committee and is Chair of that Committee. The remainder of the Executive Committee is comprised 
of the Lead Independent Director and the non-employee director Chairpersons of the Audit, Human Resources and Compensation, 
Sustainability, Corporate Governance and Nominating and Finance Committees. Committee memberships and chairs are rotated 
periodically.

Board Diversity

The Company’s policy on Board diversity relates to the selection of nominees for the Board of Directors. In selecting a nominee for 
the Board, the Sustainability, Corporate Governance and Nominating Committee considers the skills, expertise and background 
that would complement the existing Board and ensure that its members are of sufficiently diverse and independent backgrounds, 
recognizing that the Company’s businesses and operations are diverse and global in nature. The Board of Directors is nominating 
four female directors (Ms. Arnold, Ms. Berzin, Ms. Miller Boise and, Ms. Hudson), one Hispanic director (Mr. White), one Black director 
(Ms. Miller Boise) and two international directors who are Irish citizens (Mr. Bruton and Mr. Lee) out of a total of 11 directors. Two of 
our current directors (Mr. White and Mr. Bruton) have veteran status. In addition, the tenure and experience of our directors is varied, 
which brings varying perspectives to our Board functionality.

Board Advisors

The Board of Directors and its committees may, under their respective charters, retain their own advisors to carry out their 
responsibilities.

Executive Sessions

The Company’s independent directors meet privately in regularly scheduled executive sessions, without management present, to 
consider such matters as the independent directors deem appropriate. These executive sessions are required to be held no less 
than twice each year.

Board and Board Committee Performance Evaluation

The Sustainability, Corporate Governance and Nominating Committee assists the Board in evaluating its performance and the 
performance of the Board committees. Each committee also conducts an annual self-evaluation. The effectiveness of individual 
directors is considered each year when the directors stand for re-nomination.

Director Orientation and Education

The Company has developed an orientation program for new directors and provides continuing education for all directors. In 
addition, the directors are given full access to management and corporate staff as a means of providing additional information.

32

CORPORATE  GOVERNANCEDirector Retirement

It is the policy of the Board of Directors that each non-employee director must retire at the annual general meeting immediately 
following their 75th birthday. An exception to the director retirement policy was made in 2022 for Mr. Bruton and Mr. White who were 
asked to remain members of the Board of Directors until the 2023 annual meeting in order to provide continuity after the Company’s 
CEO succession. Directors who change the occupation they held when initially elected must offer to resign from the Board of 
Directors. At that time, the Sustainability, Corporate Governance and Nominating Committee reviews the continued appropriateness 
of Board membership under the new circumstances and makes a recommendation to the Board of Directors. Employee directors, 
including the CEO, must retire from the Board of Directors at the time of a change in their status as an officer of the Company, unless 
the policy is waived by the Board.

Director Independence

The Board of Directors has determined that all of our current directors, except Mr. Regnery, who is an employee of the Company, are 
independent under the standards set forth in Exhibit I to our Corporate Governance Guidelines, which are consistent with the NYSE 
listing standards. In determining the independence of directors, the Board evaluated transactions between the Company and entities 
with which directors were affiliated that occurred in the ordinary course of business and that were provided on the same terms and 
conditions available to other customers. Since June 2020, Ms. Karen B. Peetz, a director of the Company during 2021 who resigned 
from the Board in April 2022, has served as chief administrative officer of Citigroup Inc. Citigroup or affiliates of Citigroup (“Citigroup”) 
have acted as Joint Lead Arranger, Joint Bookrunner and Syndication Agent in connection with our 2021 refinancing of our $1 billion 
revolving credit facility and with respect to our $1 billion revolving credit facility entered into in April 2018. As agent and lender, 
Citigroup provides other services under these facilities. There were no amounts outstanding under these facilities as of December 31, 
2021. Citigroup was paid an arrangement fee and an upfront fee in connection with the refinancing and portfolio management fees 
relating to upfront and undrawn fees on these facilities. In addition, Citigroup provides certain FX and derivatives services to the 
Company and certain treasury and trade solutions relating to cash/bank transactions and trade activity. Total amounts paid to Citi 
in 2021 for these activities were approximately $4.2 million. Our credit facilities were entered into in the ordinary course of business, 
were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable 
loans with persons not related to the lender and did not involve more than the normal risk at the time for comparable loans with 
persons not related to the lender and did not involve more than the normal risk of collectability or present other unfavorable features. 
Our other transactions with Citigroup were made in the ordinary course of business on standard terms and conditions. Ms. Peetz 
does not personally participate in or benefit from any aspect of our relationship with Citigroup.

Exhibit I to our Corporate Governance Guidelines is available on our website, www.tranetechnologies.com, under the heading 
“About Us—Corporate Governance.”

Communications with Directors

Shareholders and other interested parties wishing to communicate with the Board of Directors, the non-employee directors or any 
individual director (including our Lead Independent Director and Human Resources and Compensation Committee Chair) may do 
so either by sending a communication to the Board and/or a particular Board member, in care of the Secretary of the Company, 
or by e-mail at board@tranetechnologies.com. Depending upon the nature of the communication and to whom it is directed, the 
Secretary will: (a) forward the communication to the appropriate director or directors; (b) forward the communication to the relevant 
department within the Company; or (c) attempt to handle the matter directly (for example, a communication dealing with a share 
ownership matter).

Management Succession Planning

Our Board of Directors believes that ensuring leadership continuity and strong management capabilities exist to effectively carry 
out the Company’s strategy and are critical responsibilities of the Board. The Board collaborates with the Chair and CEO and the 
Senior Vice President and Chief Human Resources Officer on the succession planning process, including establishing selection 
criteria that reflect our business strategies, identifying and developing internal candidates. The Board also ensures there are 
successors available for key positions in the normal course of business and for emergency situations.

The full Board formally reviews, at least annually, the plans for development, retention and replacement of key executives, and most 
importantly the Chair and CEO. In addition, management succession for key leadership positions is discussed regularly by the 
directors in Board meetings and in executive sessions of the Board of Directors. Directors become familiar with potential successors 
for key leadership positions through various means including regular talent reviews, presentations to the Board, and informal meetings.

33

CORPORATE  GOVERNANCE2022 Proxy StatementCode of Conduct

The Company has adopted a worldwide Code of Conduct, applicable to all employees, directors and officers, including our Chair 
and CEO, our CFO and our Chief Accounting Officer. The Code of Conduct meets the requirements of a “code of ethics” as defined 
by Item 406 of Regulation S-K, as well as the requirements of a “code of business conduct and ethics” under the NYSE listing 
standards. The Code of Conduct covers topics including, but not limited to, conflicts of interest, confidentiality of information, and 
compliance with laws and regulations. A copy of the Code of Conduct is available on our website located at www.tranetechnologies.
com under the heading “About Us—Corporate Governance.” Amendments to, or waivers of the provisions of, the Code of Conduct, if 
any, made with respect to any of our directors and executive officers will be posted on our website.

Anti-Hedging Policy and Other Restrictions

The Company prohibits its directors and executive officers from (i) purchasing any financial instruments designed to hedge or offset 
any decrease in the market value of Company securities, (ii) engaging in any form of short-term speculative trading in Company 
securities and (iii) holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Investor Outreach

We believe it is important to understand our shareholders and their concerns and questions about our Company. During 2021, we 
met with a significant number of our major shareholders and with prospective shareholders to answer questions about our Company 
and to learn about issues that are important to them.

Sustainability

At Trane Technologies, sustainability is core to who we are. Through the leadership of our Chair and CEO and senior leaders, we 
have embedded sustainability into every aspect of how we operate and help our customers succeed. Our approach and initiatives 
are guided by an external Advisory Council on Sustainability and regularly reviewed by our Enterprise Leadership Team and Board 
of Directors. Day-to-day, our Center for Energy Efficiency and Sustainability (CEES) team surveys the market landscape, continually 
bringing new ideas and requirements forward. This team is also responsible for tracking and disclosing our progress.

For more information regarding our Company’s commitment to leadership in environmental, social and governance matters and 
our achievements in these areas, please also see A Letter from Our Board of Directors at the beginning of this proxy statement, our 
2021 Annual Report to Shareholders included in these proxy materials and our 2021 ESG Report available on our website located at 
www.tranetechnologies.com under the heading “Sustainability.” For more information regarding our achievements in environmental, 
social and governance matters, please see “Other Recent Achievements” in the Executive Summary to our Compensation Discussion 
and Analysis.

34

CORPORATE  GOVERNANCECommittees of the Board and Attendance

Audit Committee
Meetings in 2021: 9

Members 
John P. Surma (Chair) 
Ann C. Berzin
April Miller Boise 
John Bruton 
Myles P. Lee 

Key Functions
• Review annual audited and quarterly financial statements, as well as the Company’s 

disclosures under “Management’s Discussion and Analysis of Financial Conditions and 
Results of Operations,” with management and the independent auditors.

• Obtain and review periodic reports, at least annually, from management assessing the 
effectiveness of the Company’s internal controls and procedures for financial reporting.
• Review the Company’s processes to assure compliance with all applicable laws, regulations 

and corporate policy.

• Recommend the public accounting firm to be proposed for appointment by the shareholders 

as our independent auditors and review the performance of the independent auditors.
• Review the scope of the audit and the findings and approve the fees of the independent 

auditors.

• Approve in advance, subject to and in accordance with applicable laws and regulations, 
permitted audit and non-audit services to be performed by the independent auditors.

• Satisfy itself as to the independence of the independent auditors and ensure receipt of their 

annual independence statement.

• Discuss with management and the independent auditors the Company’s policies with 

respect to risk assessment and risk management, including the review and approval of a 
risk-based audit plan.

• Oversee the Company’s cybersecurity programs and risks.
• Review and discuss with management and the Sustainability, Corporate Governance and 
Nominating Committee and the Human Resources and Compensation Committee, as 
appropriate, human capital management disclosures to be included in the Company’s 
annual report on Form 10-K.

The Board of Directors has determined that each member of the Audit Committee is 
“independent” for the purposes of the applicable rules and regulations of the SEC, as defined 
in the NYSE listing standards and the Company’s Corporate Governance Guidelines, and has 
determined that all members other than two meet the qualifications of an “audit committee 
financial expert,” as that term is defined by rules of the SEC. In addition, each member of 
the Audit Committee qualifies as an independent director, meets the financial literacy and 
independence requirements of the Securities and Exchange Commission (the “SEC”) and the 
NYSE applicable to audit committee members and possesses the requisite competence in 
accounting or auditing in satisfaction of the requirements for audit committees prescribed by 
the Companies Act 2014.

A copy of the charter of the Audit Committee is available on our website, 
www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board 
Committees and Charters.”

35

CORPORATE  GOVERNANCE2022 Proxy StatementHuman Resources 
and Compensation 
Committee 
Meetings in 2021: 5

Members
Tony L. White (Chair) 
Kirk E. Arnold 
Jared L. Cohon 
Gary D. Forsee 
Linda P. Hudson

Key Functions
• Establish our executive compensation strategies, policies and programs.
• Review and approve the goals and objectives relevant to the compensation of the Chief 
Executive Officer, evaluate the Chief Executive Officer’s performance against those 
goals and objectives and set the Chief Executive Officer’s compensation level based on 
this evaluation. The Human Resources and Compensation Committee Chair presents 
all compensation decisions pertaining to the Chief Executive Officer to the full Board of 
Directors (other than Michael W. Lamach, and after July 1, 2021, David S. Regnery).

• Approve compensation of all other elected officers.
• Review and approve executive compensation and benefit programs.
• Review and assess the appropriateness of the material risks, if any, arising from or related to 

the Company’s compensation programs or arrangements. 

• Administer the Company’s equity compensation plans.
• At least annually, review and discuss with the Sustainability, Corporate Governance and 
Nominating Committee and the Audit Committee, as appropriate, the Company’s Human 
Capital Management Disclosures for the Company’s Annual Report on Form 10-K. 

• Set, review and approve annual ESG factors for purposes of the Company’s Annual Incentive 

Matrix. 

• Review, at least annually, and discuss with management key human resource management 
initiatives related to leadership talent recruitment/retention, diversity and inclusion, pay 
equity and hourly wages. 

• Review and recommend significant changes in principal employee benefit programs.
• Approve and oversee Human Resources and Compensation Committee consultants.

For a discussion concerning the processes and procedures for determining NEO  
(Named Executive Officers) and director compensation and the role of executive officers 
and compensation consultants in determining or recommending the amount or form 
of compensation, see “Compensation Discussion and Analysis” and “Compensation of 
Directors,” respectively. The Board of Directors has determined that each member of the 
Human Resources and Compensation Committee is “independent” as defined in the 
NYSE listing standards and the Company’s Corporate Governance Guidelines. In addition, 
the Board of Directors has determined that each member of the Human Resources and 
Compensation Committee qualifies as a “Non-Employee Director” within the meaning of Rule 
16b-3 of the Securities Exchange Act of 1934.

A copy of the charter of the Human Resources and Compensation Committee is available  
on our website, www.tranetechnologies.com, under the heading “About Us—Corporate  
Governance – Board Committees and Charters.”

36

CORPORATE  GOVERNANCESustainability, 
Corporate 
Governance 
and Nominating 
Committee
Meetings in 2021: 5

Members
Gary D. Forsee (Chair) 
Kirk E. Arnold 
Jared L. Cohon 
Linda P. Hudson 
Tony L. White

Finance 
Committee
Meetings in 2021: 5 

Members
Ann C. Berzin (Chair)
April Miller Boise 
John Bruton 
Myles P. Lee 
John P. Surma 

Key Functions
• Identify individuals qualified to become directors and recommend the candidates for all 

directorships.

• Recommend individuals for election as officers.
• Oversee the Company’s sustainability efforts including the development and implementation 

of policies relating to ESG issues.

• Monitor the Company’s performance against its sustainability and ESG objectives including 

the impacts of climate change.

• Review the Company’s Corporate Governance Guidelines and make recommendations for 

changes.

• Consider questions of independence of directors and possible conflicts of interest of 

directors as well as executive officers.

• Take a leadership role in shaping the sustainability efforts and corporate governance of the 

Company.

• Evaluate social and environmental trends and issues in connection with the Company’s 
business activities and make recommendations to the Board regarding those trends and 
issues.

The Board of Directors has determined that each member of the Sustainability, Corporate 
Governance and Nominating Committee is “independent” as defined in the NYSE listing 
standards and the Company’s Corporate Governance Guidelines.

A copy of the charter of the Sustainability, Corporate Governance and Nominating 
Committee is available on our website, www.tranetechnologies.com, under the heading 
“About Us—Corporate Governance – Board Committees and Charters.”

Key Functions
• Consider and recommend for approval by the Board of Directors (a) issuances of equity 

and/or debt securities; or (b) authorizations for other financing transactions, including bank 
credit facilities.

• Consider and recommend for approval by the Board of Directors the repurchase of the 

Company’s shares.

• Review cash management policies.
• Review periodic reports of the investment performance of the Company’s employee benefit 

plans.

• Consider and recommend for approval by the Board of Directors the Company’s external 

dividend policy.

• Consider and approve the Company’s financial risk management activities, including the 
areas of foreign exchange, commodities, and interest rate exposures, insurance programs 
and customer financing risks.

The Board of Directors has determined that each member of the Finance Committee is 
“independent” as defined in the NYSE listing standards and the Company’s Corporate 
Governance Guidelines.

A copy of the charter of the Finance Committee is available on our website, 
www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board 
Committees and Charters.”

37

CORPORATE  GOVERNANCE2022 Proxy StatementKey Functions
• Aid the Board in handling matters which, in the opinion of the Chair or Lead Independent 

Director, should not be postponed until the next scheduled meeting of the Board (except as 
limited by the charter of the Executive Committee).

The Board of Directors has determined that each member of the Executive Committee 
(other than Dave Regnery) is “independent” as defined in the NYSE listing standards and the 
Company’s Corporate Governance Guidelines.

A copy of the charter of the Executive Committee is available on our website, 
www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board 
Committees and Charters.”

Key Functions
• Review the Company’s technology and innovation strategy and approach, including its 

impact on the Company’s performance, growth and competitive position.

• Review with management technologies that can have a material impact on the Company, 

including product and process development technologies, manufacturing technologies and 
practices, and the utilization of quality assurance programs.

• Assist the Board in its oversight of the Company’s investments in technology and innovation, 

including through acquisitions and other business development activities.

• Review technology trends that could significantly affect the Company and the industries in 

which it operates.

• Assist the Board in its oversight of the Company’s technology and innovation initiatives, and 
support, as requested, the Sustainability, Corporate Governance and Nominating Committee 
in its review of the Company’s environment, health and safety policies and practices, and the 
Audit Committee in its review of the Company’s information technology and cybersecurity 
policies and practices.

• Oversee the direction and effectiveness of the Company’s research and development 

operations. 

• Assist the Board in its oversight of the Company’s responses to certain environmental 
matters including climate change, greenhouse gas emissions, energy-efficient and 
low-emissions products and product life cycle and materials, and support as needed, 
the Sustainability, Corporate Governance and Nominating Committee in its review of 
environmental and sustainability practices.

A copy of the charter of the Technology and Innovation Committee is available on our website, 
www.tranetechnologies.com, under the heading “About Us—Corporate Governance – Board 
Committees and Charters.”

Executive 
Committee
Meetings in 2021: None

Members
David S. Regnery (Chair) 
Ann C. Berzin (Chair of the 
Finance Committee) 
Gary D. Forsee 
(Lead Independent 
Director and Chair of the 
Sustainability, 
Corporate Governance and 
Nominating Committee) 
John P. Surma (Chair of the 
Audit Committee) 
Tony L. White (Chair of the 
Human Resources and 
Compensation Committee)

Technology 
and Innovation 
Committee
Meetings in 2021: 2 

Members
Jared L. Cohon (Chair) 
Kirk E. Arnold 
John Bruton 
Gary D. Forsee 
Linda P. Hudson 
Tony L. White 

38

CORPORATE  GOVERNANCEThere were five meetings of the Board of Directors in 2021. All directors attended at least 75% or more of the total number of 
meetings of the Board of Directors and the committees on which he or she served during the year. The Company’s non-employee 
directors held five independent director meetings without management present during the fiscal year 2021. It is the Board’s general 
practice to hold independent director meetings in connection with regularly scheduled Board meetings.

The Company expects all Board members to attend the annual general meeting, but from time to time other commitments prevent 
all directors from attending the meeting. All of the members of our Board standing for re-election at the 2021 Annual General Meeting 
on June 3, 2021 attended that meeting by telephone due to COVID travel restrictions.

Human Resources and Compensation Committee 
Interlocks and Insider Participation

Our Human Resources and Compensation Committee is comprised solely of independent directors. During fiscal 2021, no member 
of our Human Resources and Compensation Committee was an employee, officer or former officer of the Company or had any 
relationships requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the board of 
directors or compensation committee of any other entity that has or has had one or more executive officers who served as a 
member of our Human Resources and Compensation Committee or our Board during fiscal 2021. 

39

CORPORATE  GOVERNANCE2022 Proxy StatementCompensation of Directors

Director Compensation

Our director compensation program 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. The program reflects our desire to 
attract, retain and use the expertise of highly qualified people serving on the Company’s Board of Directors. Employee directors 
do not receive any additional compensation for serving as a director. Our 2021 director compensation program for non-employee 
directors consisted of the following components:

ANNUAL RETAINER

Paid in Cash
$142,500 (47%)

*  The number of restricted stock units granted is determined 

by dividing the grant date value of the award, $162,500, by the 
closing price of the Company’s common stock on the date of 
grant. A director who retires, resigns or otherwise separates from 
the Company for any reason receives a pro-rata cash retainer 
payment for the quarter in which such event occurs based on 
the number of days elapsed since the end of the immediately 
preceding quarter and immediately vests in any unvested 
restricted stock units.

Paid in 
Restricted
Stock Units*
$162,500 (53%)

ANNUAL CASH RETAINER FOR COMMITTEE CHAIRS AND MEMBERS, LEAD INDEPENDENT DIRECTOR AND OTHER ELEMENTS

Audit Committee Chair

$30,000

Human Resources and Compensation Committee Chair

Sustainability, Corporate Governance and Nominating Committee Chair

Finance Committee Chair

Executive Committee Chair

$0

Technology and Innovation Committee Chair

Audit Committee Member

Lead Independent Director

$7,500

$7,500

Additional Meetings or Unscheduled Planning Session Fees

$2,500

$XX

$20,000

$15,000

$15,000

$50,000

The Sustainability, Corporate Governance and Nominating Committee periodically reviews the compensation level of our non-
employee directors in consultation with the Human Resources and Compensation Committee’s independent compensation 
consultant, Korn Ferry, and makes recommendations to the Board of Directors. The current compensation program was established 
in 2018.

Under our 2018 Incentive Stock Plan, the aggregate amount of stock-based and cash-based awards which may be granted to any 
non-employee director in respect of any calendar year, solely with respect to their service as a member of the Board of Directors, is 
limited to $1,000,000.

40

Share Ownership Requirement

To align the interests of directors with shareholders, the Board of Directors has adopted a share ownership requirement of five 
times the annual cash retainer paid to the directors. A director cannot sell any shares of Company stock until they attain such level 
of ownership, and any sale thereafter cannot reduce the total number of holdings below the required ownership level. A director is 
required to retain this minimum level of Company share ownership until their resignation or retirement from the Board.

2021 Director Compensation

The compensation paid or credited to our non-employee directors for the year ended December 31, 2021, is summarized in the table below.

Name

K. E. Arnold

A. C. Berzin

A. Miller Boise

J. Bruton

J. L. Cohon

G. D. Forsee

L. P. Hudson

M. P. Lee

K. B. Peetz(b)

J. P. Surma

R. J. Swift(c)

T. L. White

Fees Earned or 
Paid in Cash 
($)(a)

Equity / Stock 
Awards 
($)(d)

All Other 
Compensation 
($)(e)

142,500

165,000

150,000

150,000

150,000

186,346

142,500

150,000

142,500

172,500

85,165

162,500

162,640

162,640

162,640

162,640

162,640

162,640

162,640

162,640

162,640

162,640

—

162,640

Total 
($)

305,140

327,640

312,640

312,640

312,640

355,586

314,305

312,640

305,140

335,140

85,165

—

—

—

—

—

6,600

9,165

—

—

—

—

1,500

326,640

(a)  The amounts in this column represent the following: annual cash retainer, the Committee Chair retainers, the Audit Committee member retainer, the Lead 

Independent Director retainer, and the Board, Committee and other meeting or session fees. 

Name

K. E. Arnold

A. C. Berzin

A. Miller Boise

J. Bruton

J. L. Cohon

G. D. Forsee

L. P. Hudson

M. P. Lee

K. B. Peetz

J. P. Surma

T. L. White

Committee
Chair
Retainer
($)

Audit
Committee
Member
Retainer
($)

Lead
Independent
Director
Retainer
Fees
($)

Board,
Committee
and Other
Meeting or
Session Fees
($)

Total Fees
Earned or
Paid In Cash
($)

—

15,000

—

—

7,500

15,000

—

—

—

30,000

20,000

—

7,500

7,500

7,500

—

—

—

7,500

—

—

—

—

—

—

—

—

28,846

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

142,500

165,000

150,000

150,000

150,000

186,346

142,500

150,000

142,500

172,500

162,500

Cash
Retainer
($)

142,500

142,500

142,500

142,500

142,500

142,500

142,500

142,500

142,500

142,500

142,500

(b)  Ms. Peetz resigned from the Board in April 2022.
(c)  Mr. Swift retired from the Board effective June 3, 2021.
(d)   Represents RSUs awarded in 2021 as part of each director’s annual retainer. The amounts in this column reflect the aggregate grant date fair value of RSU 
awards granted for the year under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 and do not reflect 
amounts paid to or realized by the directors. For a discussion of the assumptions made in determining the ASC 718 values see Note 14, “Share-Based 
Compensation,” to the Company’s consolidated financial statements contained in its 2021 Form 10-K.
Includes product rebates that are available to all U.S. employees.

(e)  

41

COMPENSATION OF DIRECTORS2022 Proxy StatementNumber of  
Unvested RSUs

887

887

887

887

887

887

887

887

887

887

887

For each non-employee director, the following table reflects all unvested RSU awards at December 31, 2021:

Name

K. E. Arnold

A. C. Berzin

A. Miller Boise

J. Bruton

J. L. Cohon

G. D. Forsee

L. P. Hudson

M. P. Lee

K. B. Peetz

J. P. Surma

T. L. White

42

COMPENSATION OF DIRECTORSCompensation Discussion and Analysis

The Compensation Discussion and Analysis (“CD&A”) set forth below provides an overview of our executive compensation philosophy 
and underlying programs, including the objectives of such programs, as well as a discussion of how awards are determined for our 
Named Executive Officers (“NEOs”). These NEOs include our Chair and Chief Executive Officer (“CEO”), our Chief Financial Officer 
(“CFO”), and our three most highly compensated executive officers for the 2021 fiscal year other than the Chair and CEO and CFO. In 
addition, our former Chair and CEO is also an NEO for 2021. The 2021 NEOs are as follows:

Named Executive Officers

Title

Mr. David S. Regnery(a)

Chair and Chief Executive Officer

Mr. Christopher J. Kuehn

Executive Vice President and Chief Financial Officer

Ms. Marcia J. Avedon, Ph.D.(b)

Executive Vice President and Chief Human Resources, Marketing and Communications Officer

Mr. Paul A. Camuti

Mr. Evan M. Turtz

Executive Vice President and Chief Technology and Sustainability Officer

Senior Vice President, General Counsel and Secretary

Mr. Michael W. Lamach(c)

Former Chair and Chief Executive Officer

(s)  Mr. Regnery became Chief Executive Officer on July 1, 2021 and became Chair and Chief Executive Officer on January 1, 2022.

(b)  Ms. Avedon was Executive Vice President, Chief Human Resources, Marketing and Communications Officer during the fiscal year ending December 31, 2021. 

Ms. Avedon became Executive Vice President effective January 6, 2022 with the announcement of her retirement in April 2022.

(c)  Mr. Lamach became our Executive Chair on July 1, 2021 and retired on December 31, 2021.

I. Executive Summary

Throughout 2021 Trane Technologies continued to pursue our purpose to boldly challenge what’s possible for a sustainable world. We 
worked closely with our customers and partners to fulfill our commitments, and saw record demand for our products and services 
amid a challenging global environment, including continuing impacts of a global pandemic, global supply chain disruptions, and 
labor shortages. Our business operating system and uplifting culture enabled us to manage these challenges and deliver strong 
performance for our people, customers, shareholders and the planet. 

On July 1, 2021, Dave Regnery, former President and Chief Operating Officer, became Chief Executive Officer of Trane Technologies, and 
former Chair and CEO, Mike Lamach, was named Executive Chair. In December 2021, we announced Mr. Lamach’s plans to retire from 
the Company, and Dave Regnery was appointed Chair, effective January 1, 2022. Our comprehensive succession planning and timely 
and effective Chair and CEO transition enabled us to continue delivering on our sustainability-focused strategy and strong financial and 
Environmental, Social and Governance (ESG) performance. 

In 2021, Trane Technologies demonstrated further action on our 2030 Sustainability Commitments by linking annual leader short-term 
incentive compensation to achievement of specific emissions and greenhouse gas reduction and diversity targets. With the inclusion 
of the ESG modifier in our annual short-term incentive program for executives and senior leaders, about 2,300 leaders throughout 
the company now have a portion of their compensation directly linked to our sustainability goals. In addition, all employees of Trane 
Technologies have at least one sustainability goal within their annual performance plans, which affects their annual compensation. In 
alignment with our purpose and sustainability strategy, we refreshed our employee value proposition and employer brand to strengthen 
attraction and retention of top talent. This work highlights our efforts to connect people to purpose, with a focus on uplifting others, 
making an impact, and thriving at work and home. We also remain intentional about flexibility as the nature of work evolves, and have a 
strategy and implementation plan for adapting to the Future of Work in our Company. We are proud that we have maintained employee 
engagement near the top quartile of all companies and remain an employer of choice. 

Below are additional financial, environmental, and social sustainability highlights taken into consideration in making compensation 
decisions.

43

2022 Proxy Statement2021 Performance Highlights

The following graphic documents the enterprise financial results realized in 2021 relative to our executive incentive compensation 
performance targets established for the period and shows other significant non-financial performance highlights achieved in 2021. 

The Value We Create

FINANCIAL PERFORMANCE HIGHLIGHTS

3-Year Adjusted Cash Flow  
Return on Invested Capital  
(CROIC) (2019–2021)(a)

29.5%

Ranks at the 77th percentile of the  
companies in the S&P 500 Industrials Index

3-Year Total Shareholder  
Return (TSR) 
(2019-2021)(a)

145.71%

Ranks at the 85th percentile  
of the companies in the S&P 500  
Industrials Index

Annual Revenue

$14.13
BILLION

 Increase of 13%  
from 2020

Adjusted EBITDA(a)

$2.36
BILLION

 Increase of 23%  
from 2020

Free Cash Flow

$1.43
BILLION

  Decrease of 16.5%  

from 2020

The three core financial metrics laid out  
above are further modified (up to +/-20%)  
by our achievement relative to  
our equally-weighted environmental & 
social objectives—ESG Modifier

(a)  We report our financial results in our annual report on Form 10-K and our quarterly reports on Form 10-Q in accordance with United States generally accepted 
accounting principles (“GAAP”). Our financial results described above for Adjusted EBITDA have been adjusted to exclude the impact of certain non-routine 
and other items as described in our earnings releases and are non-GAAP financial measures. These metrics and the related performance targets and results 
are relevant only to our executive compensation program and should not be used or applied in other contexts. For a description of how the metrics above are 
calculated from our GAAP financial statements, please see “Annual Incentive Matrix (“AIM”) - Determination of Payout” with respect to AIM payments and “Long 
Term Incentive Program (‘LTI’) – 2019 - 2021 Performance Share Units Payout” with respect to Performance Share Program (“PSP”) awards.

Based on our 2021 results for Revenue, Adjusted EBITDA, and Cash Flow and performance against our ESG goals, achievement 
under the Annual Incentive Matrix (“AIM”) financial score was 158.38% of target for the Enterprise and a range of 63.80% to 168.70% of 
target for the Segments.

A CROIC of 29.5% and a TSR of 145.71% resulted in a 200% Performance Share Unit (“PSU”) payout under our Performance Share 
Program for the 2019 – 2021 performance period.

44

COMPENSATION DISCUSSION AND ANALYSIS 
 
 
 
 
 
 
 
 
 
 
ESG PERFORMANCE HIGHLIGHTS  

companies to receive validation for two sets of climate commitments 

Environmental
• Received validation from the Science Based Targets Initiative (SBTi) for 2030 commitments; one of only 47 
• Listed on the Dow Jones Sustainability North America Index for 10 consecutive years, also named to the World 
• Received Reuters Responsible Business Awards’ Business Transformation Award for a business model aligned 
• Named one of the inaugural recipients of the Terra Carta Seal for sustainability leadership by HRH The Prince of 

with a clean, resilient, and just future 

Index

Wales

Social 
• Continued broad approach to Human Capital Management across engagement, development, diversity and 
• Maintained strong employee engagement, with overall employee engagement score just below the top quartile 

inclusion

of all companies globally

• Received wide recognition as an employer of choice: 

• Forbes World’s Best Large Employers 2021
• Forbes America’s Best Employers for Diversity 2021 for 3rd Consecutive year
• Forbes America’s Best Employers for Women 2021
• Fortune World’s Most Admired Companies 2021, tenth consecutive year 
• Fortune Best Workplaces in Manufacturing and Production 2021

coalitions dedicated to advancing diversity and inclusion and gender parity

• Renewed our memberships to CEO Action for Diversity and Inclusion and Paradigm for Parity, business 
• Continued partnership with the OneTen Coalition and advanced efforts to hire, retain and advance one million 

Black Americans over the next ten years

• Developed and launched first-of-its-kind innovation program, Operation Possible, to source ideas from 

employees around the world in solving widespread social and environmental challenges

• Launched Sustainable Futures, our new corporate citizenship strategy, including commitments to invest 

$100 million and 500,000 hours in our communities by 2030

sustainability efforts 

Governance
• Refreshed Board committee structure to maintain and ensure industry leading oversight of our workforce and 
• Executed a seamless Chair and CEO transition while continuing to deliver durable, sustainable, top-tier financial 
• Reinforced leadership accountability for 2030 Commitments with ESG modifier for annual incentive program for 

executives and senior leaders, with targets on greenhouse gas reduction and diverse representation
• Continued to develop next generation of talent and conduct ongoing leadership succession planning with 

performance

management and the Board 

For more information regarding our Company’s commitment to leadership in environmental, social and governance matters and our 
achievements in these areas, please also see our 2021 Annual Report to Shareholders included in these proxy materials and our 
2021 ESG Report available on our website located at www.tranetechnologies.com under the heading “Sustainability.”

45

COMPENSATION DISCUSSION AND ANALYSIS2022 Proxy Statement2021 Say on Pay Vote

The Committee considers the results of the annual advisory vote on executive compensation in making 
determinations about the structure of Trane Technologies’ pay program or whether any changes to the program 
should be considered. In 2021, 89% of shareholders voted in favor of “Say on Pay”. In addition to shareholder 
feedback, the Committee reviews information provided by its independent compensation consultant regarding 
general compensation practices by our Compensation Peer Group, as well as third-party survey data to assess 
relevant market conditions. As a result of this analysis, the Committee determined it was appropriate to maintain the 
core components of our executive compensation program and no program modifications were made. 

89%

Executive Compensation Program Overview

The Committee seeks to provide reasonable and competitive executive compensation programs which are structured to attract and 
retain best-in-class leaders, incentivize and reward the achievement of short and long-term Company goals, and align the interests 
of executives with shareholders to provide sustainable value. The table below reflects the primary components of our executive 
compensation program and the proportion of each component relative to TDC:

Component(a)

Chair and CEO

Other NEOs

Description of Component

D
E
X
F

I

I

K
S
R
T
A
Y
A
P

Base Salary

14%

24%

Fixed cash compensation.

Annual 
Incentive 
Matrix (“AIM”)

Long-Term 
Incentives 
(“LTI”)

16%

21%

70%

55%

Variable cash incentive compensation. Any award earned is based 
on performance measured against pre-defined annual Revenue, 
Adjusted EBITDA, and Cash Flow objectives as set by the Committee. 
These Core Financial Metrics are then adjusted by the attainment of 
ESG goals via an ESG Modifier and then multiplied by an individual’s 
performance measured against pre-defined objectives.

Variable long-term incentive compensation. Performance is aligned 
with the Company’s stock price and is awarded in the form of stock 
options, restricted stock units (“RSUs”) and Performance Stock Units 
(“PSUs”). PSUs, which are granted under our Performance Share 
Program (“PSP”), are only payable if the Company’s CROIC and 
TSR relative to companies in the S&P 500 Industrials Index exceed 
threshold performance.

(a)  See Section V, “Compensation Program Descriptions and Compensation Decisions”, for additional discussion of these components of compensation.

As illustrated, the Committee places significant emphasis on variable compensation (AIM and LTI) so that a substantial percentage of 
each NEOs’ target TDC is contingent on the successful achievement of the Company’s short-term and long-term performance goals.

Good Compensation Governance Practices

What We Do

What We Don’t Do

 % Diversified metrics for our AIM and PSP to align with business 
strategies, shareholder interests, and focus on ESG matters
 % Capped incentive awards tied to the achievement of rigorous, 

pre-determined and measurable performance objectives

 % Significant emphasis on variable compensation in designing our 

compensation mixes

 % Regular competitive benchmarking and compensation reviews
 % Commitment to fair and competitive pay for our employees and the 

avoidance of discrimination 

 % Annual advisory vote on executive compensation
 % Independent compensation consultant to advise the Committee
 % Clawback / recoupment policy 
 % Robust stock ownership requirements for our executives
 % Reasonable limits on full-value awards
 % Annual review of risk in executive compensation plans
 % Limit of $1 million dollars on non-employee directors’ annual 

 X No tax gross-ups for any change-in-control 

agreement entered into after May 2009 (only one 
officer has a tax gross-up provision in agreements 
enacted prior to May 2009)

 X No dividends on unvested restricted stock and no 
dividend equivalents on unvested restricted stock 
units or performance units until the underlying 
awards vest

 X No liberal share recycling practices for options
 X No “Single-trigger” vesting for any cash payments 

upon a change in control

 X No “Single-trigger” vesting for any time-based 

equity awards upon a change in control

 X No hedging or pledging of Company stock by 

directors and executive officers

 X No re-pricing of equity awards

compensation

46

COMPENSATION DISCUSSION AND ANALYSIS 
 
II. Compensation Philosophy and Design Principles

Our executive compensation programs are designed to align the compensation of our executives with the Company’s performance 
and strategy, and to create sustainable shareholder value. As we operate in an ever-changing environment, our committee makes 
compensation decisions considering economic, technological, regulatory, investor and competitive factors, as well as our executive 
compensation principles. The Committee regularly reviews and assesses the philosophy, objectives, and components of our executive 
compensation programs in relation to our short and long-term business objectives and has concluded that our compensation programs 
are designed with the appropriate balance of risk and reward and do not encourage excessive or unnecessary risk-taking behavior.

The design principles that govern our executive compensation programs are:

DESIGN PRINCIPLES AND RATIONALE

HOW THIS IS APPLIED TO TRANE TECHNOLOGIES PRACTICE

Business Strategy Alignment
Our executive compensation programs allow 
flexibility to align with Company or business 
strategies. The programs allow for individuals 
within the Company’s strategic business units to 
focus on specific financial measures to meet the 
short and long-term performance goals of the 
business for which they are accountable.

Pay for Performance
A strong alignment between pay and 
performance is paramount to our success. 
Accordingly, each executive’s target Total 
Direct Compensation (TDC) is tied to Company, 
business, and individual performance against 
set goals.

It is not only possible but also desirable for certain leaders to earn 
substantial awards in years when their business outperforms against our 
Annual Operating Plan (“AOP”). Conversely, if a business fails to meet its 
performance goals, that business’ leader may earn a lesser award than their 
peers in that year. To provide a balanced incentive, all executives have a 
significant portion of their compensation tied to Company performance.

Company and business performance are measured against pre-established 
financial, operational, and strategic objectives as set by the Committee.

Individual performance is measured against pre-established individual goals 
as well as demonstrated competencies and behaviors consistent with our 
leadership principles.

In addition, a portion of the long-term incentive is earned based upon 
Company CROIC and TSR relative to peer companies.

Shareholder Alignment
Our executive compensation programs align 
the interests of our executives with those of 
shareholders by incorporating key financial 
targets such as Revenue growth, Adjusted 
EBITDA, Cash Flow, CROIC, and TSR as well as 
proactively addressing ESG issues.

Financial targets correlate with both share price appreciation over time 
and the generation of cash flow for the Company, with an ESG modifier that 
ties incentive compensation to the Company’s 2030 sustainability goals. 
In addition, our long-term incentives are tied to total shareholder returns, 
increase in value as share price increases, and the effective use of assets to 
generate cash flow. Other program requirements, including share ownership 
guidelines for executives and vesting schedules on equity awards further 
align executives’ and shareholders’ interests.

Mix of Short and Long-Term Incentives
A proper mix of short and long-term incentives is 
important to encourage consistent behavior and 
performance that supports the achievement of 
the Company’s annual financial objectives while 
promoting the long-term sustainability of our 
business and maximizing shareholder value.

Internal Parity
Each executive’s target TDC opportunity is 
proportionate with the responsibility, scope, and 
complexity of their role within the Company.

Market Competitiveness
Compensation opportunities must serve to 
attract and retain high performing executives in 
a competitive talent market.

The mix of pay is determined with a focus on the Company’s pay for 
performance compensation philosophy and strategic objectives as well as 
what is deemed competitive within the market.

Comparable jobs are assigned comparable target compensation 
opportunities. An annual review of pay equity by gender is completed for the 
global Company in addition to a review of race/ethnicity in the U.S.

Target TDC levels are set using applicable market benchmarks with 
consideration of retention and recruiting demands in the industries and 
markets where we compete for business and executive talent.

Each executive’s target TDC may be above or below the market benchmark 
based on their level of experience, proficiency, performance, and potential 
growth relative to the duties required of their position.

47

COMPENSATION DISCUSSION AND ANALYSIS2022 Proxy StatementIII. Factors Considered in the Determination of Target 
Total Direct Compensation

The Committee reviews and evaluates our executive compensation levels and practices against those companies of comparable 
revenue, industry and/or business fit with which we compete for executive talent. During 2021, these reviews were conducted 
throughout the year using a variety of methods such as:

• The direct analysis of the proxy statements of other global manufacturers and service providers (refer to peer group below);
• A review of compensation survey data of other global industrial companies of similar size and revenue published by independent 

consulting firms;

• A review of customized compensation survey data provided by independent consulting firms; and
• Feedback received from external constituencies.
The Committee does not rely on a single source of information when making executive compensation decisions. Many of the 
companies included in these compensation surveys are also included in the S&P 500 Industrials Index referred to in our 2021 Form 
10-K under the caption “Performance Graph.”

The Committee, with the assistance of its independent advisor, develops a peer group that it uses to evaluate executive 
compensation programs and levels. This peer group is comprised of the following sixteen global companies and remains unchanged 
from 2020.

Ametek, Inc.

Dover Corporation

Honeywell International Inc.

Otis Worldwide Corporation

Carrier Global Corporation

Eaton Corporation plc

Illinois Tool Works Inc.

Parker-Hannifin Corporation

Cummins Inc.

Emerson Electric Co.

Johnson Controls International plc

Rockwell Automation, Inc.

Danaher Corporation

Fortive Corporation

Lennox International Inc.

TE Connectivity Ltd.

In assessing the relationship of CEO compensation to compensation of other executive officers (including our NEOs), the Committee 
considers overall organization structure and scope of responsibility and also reviews the NEOs’ compensation levels relative to the CEO 
and to one another. This ensures that the target TDC levels are set in consideration of internal pay equity as well as market references 
and each executive’s experience, proficiency, performance, and potential growth relative to the duties required of their position.

48

COMPENSATION DISCUSSION AND ANALYSISIV. Role of the Committee, Independent Advisor and 
Committee Actions

The Committee, which is composed solely of independent directors, oversees our compensation plans and policies, our equity-based 
programs and reviews and approves all forms of compensation relating to our executive officers, including the NEOs.

The Committee solely and independently decides the compensation components and the amounts to be awarded to our Chair 
and CEO. Our Chair and CEO does not make any recommendations regarding his own compensation and is not informed of these 
awards until the decisions have been finalized. Our Chair and CEO makes compensation recommendations related to our other 
NEOs and executive officers. The Committee considers these recommendations when approving the compensation components 
and amounts to be awarded to our other NEOs.

The Committee is responsible for reviewing and approving amendments to our executive compensation and benefit plans. 
In addition, the Committee is responsible for reviewing our principal broad-based employee benefit plans and making 
recommendations to our Board of Directors for significant amendments to, or termination of, such plans. In 2021, the Committee 
elected to revise its charter and annual agenda to incorporate a broader range of human capital issues, including corporate culture, 
diversity and inclusion, and pay-equity—many of the topics which would fall under the social aspect of Environmental Social and 
Governance (“ESG”) issues. In addition, to reflect the broader overview of these responsibilities, the Committee elected to change 
the name of the Compensation Committee to the “Human Resources and Compensation Committee.” The Committee’s expanded 
duties are described in the Committee’s Charter, which is available on our website at www.tranetechnologies.com.

The Committee has the authority to retain an independent advisor for the purpose of reviewing and providing guidance related to 
our executive compensation and benefit programs. The Committee is directly responsible for the compensation of and oversight 
of the independent advisor. For 2021, the Committee continued their engagement with Korn Ferry to serve as its independent 
compensation advisor. The services that Korn Ferry provides to the Committee include:

• Review and analysis of executive compensation benchmarking data for the Chair and CEO and other top executives as needed;
• Review and analysis of the public company peer group used to benchmark the Company’s executive pay levels;
• Preparation of ad hoc analyses for the Committee to support decision-making around the executive compensation program; and
• Review and analysis of and advisement on management proposals regarding key components of the executive compensation 

program.

During 2021 Korn Ferry also supported the Committee throughout the leadership transition by assisting with establishing an 
appropriate compensation package for Mr. Regnery, which aligns his pay to Company performance and his long-term economic 
interests with those of shareholders. The Committee, in consultation with Korn Ferry, also approved Mr. Lamach’s role as Executive 
Chair, to ensure a smooth and effective Chair and CEO transition. In addition, Korn Ferry provided the Sustainability, Corporate 
Governance and Nominating Committee with advice on director compensation matters including benchmarking data and 
market trends. The Committee determined that Korn Ferry is independent and does not have a conflict of interest. In making this 
determination, the Committee considered the factors adopted by the NYSE with respect to independence and conflicts of interest.

49

COMPENSATION DISCUSSION AND ANALYSIS2022 Proxy StatementV. Compensation Program Descriptions and 
Compensation Decisions

The following table provides a summary of the components, objectives, risk mitigation factors and other key features of our Executive 
Compensation program. 

Compensation 
Component

Base Salary

Annual Incentive Matrix 
(“AIM”) Program

Component Objective Including 
Risk Mitigation Factors

Key Features 

Avoids the encouragement of excessive risk-taking 
by ensuring that an appropriate level of cash 
compensation is not at risk.   

Each NEO has an AIM target expressed as a 
percentage of base salary. Actual AIM payouts are 
dependent on business, segment and enterprise 
financial performance, performance relative 
to established ESG objectives, and individual 
performance.  

Provides a sufficient and stable source 
of cash compensation that rewards the 
skill and expertise that our executive 
officers contribute to the Company on a 
day-to-day basis.   

Serves as an annual cash award tied 
to the achievement of pre-established 
financial, operational, and strategic 
performance objectives.   

Structured to take into consideration the 
unique needs of the various businesses.

Amount of cash award earned cannot 
exceed a maximum payout of 200% 
of individual target levels and is also 
subject to a clawback in the event of a 
financial restatement in accordance with 
our clawback policy.   

Long Term Incentives 
(Equity)

Incentivizes executives to achieve 
sustainable performance results and 
maximize growth, efficiency and long term 
shareholder value creation.

Mix of stock options, RSUs and performance units 
places a substantial portion of compensation at 
risk and effectively links equity compensation to 
shareholder value creation and financial results.

• LTI: Performance 

Share Program (“PSP”)

Structured to align management’s 
interests with those of shareholders.

• LTI: Stock Options / 

Restricted Stock Units 
(“RSUs”)

Amount earned cannot exceed a 
maximum payout of 200% of the 
individual target shares granted and is 
also subject to a clawback in the event 
of a financial restatement in accordance 
with our clawback policy.

Rewards management for successful 
share price appreciation, aligns their 
interests with those of shareholders, and 
bolsters retention. Awards are subject to 
a claw back in the event of a financial 
restatement in accordance with our 
clawback policy.

PSUs granted under the PSP are earned or forfeited 
following the conclusion of a three-year performance 
period based on relative TSR and relative CROIC 
compared to companies within the S&P 500 
Industrials Index (with equal weight given to each 
metric).

Actual value of the PSUs earned depends on our 
share price at the time of payment. 

Stock options and RSUs are granted annually, with 
stock options having an exercise price equal to the 
fair market value of ordinary shares on the date 
of grant.

Both stock options and RSUs typically vest ratably 
over three years, at a rate of one-third per year.

Stock options expire on the day immediately 
preceding the 10th anniversary of the grant date 
(unless employment terminates sooner).

50

COMPENSATION DISCUSSION AND ANALYSISBase Salary

The table below reflects the 2021 base salary adjustments for our NEOs. When determining base salary adjustments, each NEO is 
evaluated based on their positioning relative to the market for their role and on the results achieved and through the demonstration 
of our leadership principles.

(Dollar Amounts Annualized)

Mr. David S. Regnery(a)

Mr. Christopher J. Kuehn

Ms. Marcia J. Avedon, Ph.D.

Mr. Paul A. Camuti

Mr. Evan M. Turtz

Mr. Michael W. Lamach(b)

12/31/2020 
($)

12/31/2021
($)

850,000

1,200,000

680,000

725,000

710,000

750,000

590,000

615,000

530,000

575,000

1,410,000

1,410,000

(a)  Mr. Regnery received an increase effective July 1, 2021 coincident with his promotion to Chief Executive Officer (CEO). Additional increases are planned to 
bring Mr. Regnery to the appropriate market position over the next two-to-three years, assuming it’s supported by individual and company performance.

(b)  Mr. Lamach became our Executive Chair on July 1, 2021 and therefore did not receive a 2021 base salary increase. Mr. Lamach retired on December 31, 2021.

Annual Incentive Matrix (“AIM”)

The AIM program is an annual cash incentive program designed to reward NEOs for Revenue growth, increases in Adjusted EBITDA, 
the delivery of strong Cash Flow, performance against ESG objectives, and individual contributions to the Company. We believe that 
our AIM program design provides participants with clarity as to how they can earn a cash incentive based on strong performance 
relative to each metric. The Committee establishes a target award for each NEO that is expressed as a percentage of base salary. 
Individual AIM payouts are calculated as the product of a financial performance score, which may be adjusted up or down by an 
ESG modifier, and an individual performance score, all of which are based on achievement relative to pre-established performance 
objectives set by the Committee. Individual AIM awards are calculated by multiplying individual AIM targets by an AIM Payout 
Percentage calculated as illustrated below:

Financial Score: 
Core Financial 
Metrics

1/3 Revenue 
 1/3 Adjusted 
EBITDA 
1/3 Cash Flow

Modifier 
(Up to +/- 20%)

Adjusted  
AIM Score

×

ESG Modifier 

=

×

Financial Score × 
Modifier 

Individual 
Performance 
Score  
(0% to 150%)

Performance 
against 
Individual 
Objectives

=

AIM Payout 
Percentage  
(0% to 200%)

Financial Score × 
ESG Modifier x 
Individual 
Performance Score

The AIM incentive opportunity is tied to pre-established financial goals for three equally weighted performance metrics (“Core 
Financial Metrics”): Revenue, Adjusted EBITDA and Cash Flow. These metrics align with our objectives to profitably grow the 
businesses and improve margins through operational efficiency. Threshold performance for each metric must be achieved for any 
incentive to be payable for that metric. The financial score is the weighted sum of the calculated payout percentage for each metric.

In 2021, to align the annual short-term incentive compensation of our leaders more closely to the value that we, as a company, place 
on environmental sustainability and employee diversity and inclusion, we introduced an ESG modifier to Trane Technologies’ annual 
incentive program. This strategic modifier may adjust AIM payout amounts upward or downward by up to 20% based on performance 
against four equally weighted environmental sustainability and diversity and inclusion objectives: internal greenhouse gas reduction, 
external carbon emissions reduction, increase in gender representation and increase in racial/ethnic diversity representation in the 
U.S., in conjunction with the Committee’s holistic review of the Company’s key accomplishments and actions taken during the year to 
advance our ESG performance and progress towards our 2030 sustainability commitments. The Committee will not apply the ESG 
Modifier to increase an annual cash incentive payout above the overall cap of 200% of the total target payout opportunity under the 
program.

51

COMPENSATION DISCUSSION AND ANALYSIS2022 Proxy StatementIndividual performance scores are based on each NEO’s performance measured against his or her individual performance 
objectives.

Individual AIM awards are determined by multiplying the NEO’s target award by the financial performance score and ESG modifier 
and then multiplying that result by the individual performance score. AIM payouts cannot exceed 200% of the target award. If the 
overall AIM payout score is less than 30%, no award is payable.

For 2021 AIM purposes, while in the Chief Operating Officer role for the period from January 1, 2021 to June 30, 2021, Mr. Regnery 
was measured on a combination of Enterprise and regional segment metrics (50% Enterprise, 20% Americas segment, 15% EMEA 
segment and 15% Asia segment). Upon his promotion to CEO effective July 1, 2021, Mr. Regnery was measured on Enterprise financial 
metrics. Mr. Lamach, Mr. Kuehn, Ms. Avedon, Mr. Camuti and Mr. Turtz were measured on Enterprise financial metrics for the entirety 
of 2021.

2021 AIM Revenue, Adjusted EBITDA and Cash Flow performance goals were set based on 2021 financial plans and are summarized 
with performance relative to those goals in the following table:

Metric

Enterprise

Revenue(b)

Adjusted EBITDA(b)

Cash Flow(b)

Americas Segment

Revenue(b)

Adjusted EBITDA(b)

Cash Flow(b)

EMEA Segment

Revenue(b)

Adjusted EBITDA(b)

Cash Flow(b)

Threshold 
Performance 
($)

Target 
Performance 
($)

Maximum 
Performance 
($)

2021 Adjusted 
Performance(a) 
($)

12,665.20

13,331.80

13,998.40

13,902.10

1,956.10

1,022.70

2,173.40

1,278.40

2,390.70

1,534.10

  2,243.80

  1,366.90

9,625.00

10,131.60

10,638.20

10,770.00

1,639.40

1,326.40

1,897.80

328.00

265.40

1,821.60

1,658.00

1,997.70

364.40

331.80

2,003.80

1,989.60

2,097.60

400.80

398.20

  1,932.30

  1,728.50

 1,973.90

  338.10

  284.00

Asia Segment

Revenue(b)

1,142.50

1,202.60

1,262.70

1,218.10

Adjusted EBITDA(b)

Cash Flow(b) 

182.30

156.10

202.50

195.10

222.80

234.10

 223.50

 212.60

(a)  2021 Performance reflects adjustments as summarized below.

(b)  Financial metrics generate payout of 30% at Threshold performance, 100% at Target performance and 200% at Maximum performance. Results are 

interpolated between performance levels.

The Committee retains the authority to adjust the Company’s reported financial results for the impact of changes in accounting 
principles, extraordinary items, and unusual or non-recurring gains or losses, including significant differences from the assumptions 
contained in the financial plan upon which the incentive targets were established, based on its own review and on recommendations 
by the Chair and CEO. Adjustments to reported financial results are intended to better reflect actual performance results, align award 
payments with decisions which support the plan and strategies, avoid unintended inflation or deflation of awards due to unusual or 
non-recurring items in the applicable period, and emphasize the Company’s preference for long-term and sustainable growth. 

Before approving the annual cash incentive payouts, the Committee reviewed with management the accomplishments and key 
highlights for 2021 and considered the likelihood of a range of business scenarios and results that could impact the Company’s 
financial performance target attainment. Following that review, the Committee approved adjustments to 2021 performance results 
for AIM purposes at the Enterprise and Segment levels, where appropriate, to (a) adjust for unplanned capital expenditures incurred 
to rebuild a portion of the Tyler, Texas, facility damaged by a severe winter storm in February 2021, (b) offset contributions from the 
Farrar Scientific acquisition during the fourth quarter of 2021, which was not contemplated when performance measures were set, (c) 
offset the gain on sale of land and building in the USA which was not contemplated when performance measures were set, (d) adjust 
for an accounting reclassification on the balance sheet of certain warranty liabilities, and (e) to adjust for actual versus planned 
demand in 2021 for certain cold-chain products within our Thermo King EMEA strategic business unit. All adjustments, regardless of 
their positive or negative impact on the payout scores, were reviewed with the Audit Committee prior to approval by the Committee.

52

COMPENSATION DISCUSSION AND ANALYSIS 
 
 
 
 
 
 
 
 
 
 
 
When setting and approving annual targets, the Committee considers factors relevant to the performance year that reflect business 
conditions and expectations that will result in an appropriate pay for performance outcome for that specific year. 2021 AIM targets 
were set early in 2021, reflective of market uncertainty related to the ongoing COVID-19 pandemic. Market demand increased soon 
after targets were set, and Trane Technologies responded to meet that demand. If the unforeseen market demand had been known 
when the 2021 AIM targets were set, Management would have aligned the financial targets more closely with the increased demand. 
Therefore, in addition to the adjustments described above, the Committee applied judgement in reducing the AIM Enterprise and 
Segment payout scores to partially offset the economic lift created by unforeseen higher market demand.

The ESG modifier, which was added to the AIM plan in 2021, may adjust AIM payout amounts upward or downward by up to 20% 
based on performance against four equally weighted environmental sustainability and diversity and inclusion objectives. In addition 
the Committee also completes a holistic review of the Company’s key accomplishments and actions taken during the year to 
advance our ESG performance toward attainment of our 2030 sustainability commitments. The Committee determined that based 
on the Company’s quantitative achievement against its established ESG targets, in conjunction with the initiatives implemented 
and recognition achieved throughout the year, an ESG modifier of +5% appropriately rewarded 2021 performance and, as a result, a 
multiplier of 105% was applied to the AIM payout score.

The calculated AIM financial score, inclusive of the +5% ESG modifier was 158.38% for the NEOs fully aligned to Enterprise 
performance. The calculated AIM financial score, inclusive of the +5% ESG modifier was 152.70% for Mr. Regnery when he served as 
COO from Jan. 1, 2021 to June 30, 2021 and for the period from July 1, 2021 to December 31, 2021, following his appointment to CEO, 
he was aligned to Enterprise performance.

2021 AIM payout levels for NEOs, inclusive of the adjustments laid out above, are summarized in the following table.

Name

Mr. David S. Regnery(b)

Mr. Christopher J. Kuehn

Ms. Marcia J. Avedon, Ph.D.

Mr. Paul A. Camuti

Mr. Evan M. Turtz 

Mr. Michael W. Lamach(c)

AIM Target 
($)

AIM Achievement 
For 2021(a)

AIM Award 
For 2021 
($)

1,353,699

164.32%

2,224,399

725,000 

637,500 

522,750 

402,500

166.30%

1,205,682

166.30%

1,060,169

158.38%

827,942

158.38%

637,488

2,397,000

166.30%

3,986,237

(a)  AIM achievement percentages are inclusive of each NEO’s individual performance score and ESG modifier of 105%.

(b)  Mr. Regnery became Chief Executive Officer on July 1, 2021, and Chair and Chief Executive Officer on January 1, 2022. Mr. Regnery’s AIM Target and Award 

were prorated to take into consideration the two different roles he held during 2021.

(c)  Mr. Lamach became our Executive Chair on July 1, 2021 and retired on December 31, 2021.

2022 AIM PROGRAM 
For 2022, the AIM program design is not changing as the Committee believes that the 2021 program effectively connects employees 
to the Company’s ESG commitments while appropriately focusing on Revenue, Adjusted EBITDA and Cash Flow. 

53

COMPENSATION DISCUSSION AND ANALYSIS2022 Proxy StatementLong-Term Incentive Program (“LTI”)

Our long-term incentive program is comprised of stock options, RSUs and PSUs. This mix of equity-based awards places a 
substantial portion of compensation at risk and effectively links equity compensation to long-term shareholder value creation and 
financial results.

Stock Options/Restricted Stock Units
We grant our NEOs an equal mix of stock options and RSUs. The Committee believes that this mix provides an effective balance 
between performance and retention for our NEOs, and conserves share usage under our incentive stock plan. Stock options are 
considered “at risk” since there is no value unless the stock price appreciates during the term of the option period. RSUs, on the 
other hand, provide stronger retentive value because they have value even if our stock price does not grow during the restricted 
period. The Committee reviews our equity mix and grant policies annually to ensure they are aligned with our pay for performance 
philosophy, our executive compensation objectives, and the interests of our shareholders.

Stock option and RSU targets are expressed in dollars. The dollar target is converted to a number of shares based on the fair market 
value of the Company’s shares on the date that the award is granted.

Both stock options and RSUs generally vest ratably, one third per year, over a three-year period following the grant. Dividend 
equivalents are accrued on outstanding RSU awards at the same time and at the same rate as dividends paid to shareholders. 
Dividend equivalents on RSUs are only payable if the underlying RSU award has vested. At the time of vesting, one ordinary share is 
issued for each RSU, and any accrued dividend equivalents are paid in cash.

Performance Share Program (“PSP”)
Our PSP is an equity-based incentive compensation program that provides our NEOs and other key executives with an opportunity 
to earn PSUs based on our performance relative to the companies in the S&P 500 Industrials Index. PSUs granted in 2021 are earned 
or forfeited following a three-year performance period based equally on our relative average CROIC and relative TSR as compared 
to the companies within the S&P 500 Industrials Index. The actual number of PSUs earned or forfeited (which can range from 0% to 
200% of target) for grants made in 2021 is based on the following thresholds:

Company Performance Relative to the Companies 
within the S&P 500 Industrials Index

2021 – 2023 Measurement Period
% of Target PSUs Earned*

< 25th Percentile

25th Percentile

50th Percentile

> 75th Percentile

0%

25%

100%

200%

* 

Results are interpolated between percentiles achieved.

PSP target awards for NEOs are expressed as a dollar amount and set in consideration of competitive long-term incentive market 
values for executives in our peer group with similar roles and responsibilities and our mix of long-term incentives. The dollar target is 
converted to share equivalent PSUs based on the fair market value of our shares on the date that the award is granted. 

• TSR is measured as the total stock price appreciation and dividends earned during the three years of the performance cycle. To 
prevent an anomalous short-term change in stock price from having an inappropriate and outsized impact on payout levels, a 
30-day average stock price at the beginning and ending periods is used. TSR provides a tool for measuring performance among 
peers.

• CROIC is measured by dividing Free Cash Flow by gross fixed assets (Plant, Property & Equipment) plus Working Capital 

(Accounts and Notes Receivable plus Inventory less Accounts and Notes Payable). CROIC is calculated in accordance with 
GAAP, subject to adjustments for unusual or infrequent items; the impact of any change in accounting principles; and gains or 
charges associated with discontinued operations or through the acquisition or divestiture of a business. As a result, expense for 
outstanding PSP awards is recorded using the fixed accounting method.

54

COMPENSATION DISCUSSION AND ANALYSIS 
 
 
 
The Committee retains the authority and discretion to make downward adjustments to the calculated PSP award payouts or not to 
grant any award payout regardless of actual performance.

Dividend equivalents are accrued on outstanding PSU awards at the same time and at the same rate as dividends paid to 
shareholders. Dividend equivalents are only paid upon vesting on the number of PSUs actually earned and vested. Dividend 
equivalents are payable in cash at the time the shares associated with vested PSUs are distributed unless the NEO elected to defer 
the shares into our executive deferred compensation plan, in which case the dividend equivalents are also deferred.

2021 Equity Awards

In 2021, the Committee approved the stock option, RSU and target value of PSU awards based on its evaluation of market 
competitiveness and each NEO’s sustained individual performance and demonstrated potential to impact future business results. 
The values in the table below reflect equity-based awards approved by the Committee. The target values for the PSU awards differ 
from the corresponding values reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table due to 
different methodologies used in assigning the economic value of equity-based awards required for accounting and proxy statement 
reporting purposes. The Committee makes equity award decisions based on grant date expected value while the accounting and 
proxy statement values are determined in accordance with GAAP requirements. The PSU awards are earned, in part, based on TSR 
performance relative to the S&P 500 Industrials Index over a three-year performance period which requires valuations to take into 
account the expected payout distribution from 0-200% of target for accounting and proxy statement purposes.

Name

Mr. David S. Regnery(a)

Mr. Christopher J. Kuehn

Ms. Marcia J. Avedon, Ph.D.

Mr. Paul A. Camuti

Mr. Evan M. Turtz

Mr. Michael W. Lamach(b)

Stock Option 
Award 
($)

RSU 
Award 
($)

Target Value
2021-2023
PSU Award
($)

1,500,000

1,500,000

3,000,000

600,000

504,000

412,500

300,000

600,000

1,000,000

504,000

412,500

300,000

840,000

750,000

500,000

2,750,000

2,750,000

5,000,000

(a)  Mr. Regnery became Chief Executive Officer on July 1, 2021, and Chair and Chief Executive Officer on January 1, 2022. Mr. Rengery received the annual 2021 

grant in his former role and coincident with his promotion to Chief Executive Officer received an additional award, which is reflected above.

(b)  Mr. Lamach became our Executive Chair on July 1, 2021 and retired on December 31, 2021.

2019 – 2021 Performance Share Units Payout

As discussed above, PSUs for the three-year 2019 - 2021 performance period were earned based on the Company’s CROIC and TSR 
performance relative to the companies in the S&P 500 Industrials Index.

• CROIC is measured as the average of the annual CROIC in each of the three years of the performance cycle. CROIC was 29.5% for 

the 2019 - 2021 period, which ranked at the 77th percentile of the companies in the S&P 500 Industrials Index.

• TSR is measured as the total stock price appreciation plus dividends earned during the three years of the performance cycle. To 
account for stock price volatility, a 30-day average stock price at the beginning and ending periods is used. TSR was 145.71% for 
the 2019 - 2021 period, which ranked at the 85th percentile of the companies in the S&P 500 Industrials Index. For purposes of the 
TSR calculation, the Reverse Morris Trust transaction in Q1 2020 was treated as a dividend of $28.93 per share.

PSUs for the 2019 - 2021 performance cycle achieved 200% of target levels as summarized in the table below.

Performance Metric

Relative CROIC

Relative TSR

Company 
Performance

Percentile 
Rank

Metric 
Payout

Weighting

Payout 
Level

29.5%  

77th

  200%  

50%  

100%

145.71%  

85th

  200%  

50%  

100%

Total Award Payout Percentage: 

200%

55

COMPENSATION DISCUSSION AND ANALYSIS2022 Proxy Statement 
 
 
 
 
 
 
 
 
 
VI. Other Compensation and Tax Matters

Retirement Programs and Other Benefits

We maintain qualified and nonqualified defined benefit pension plans for our employees, including our NEOs, to provide for 
fixed benefits upon retirement based on the individual’s age, compensation and years of service. These plans include the Trane 
Technologies Pension Plan Number One (“Pension Plan”), the Supplemental Pension Plans and our supplemental executive 
retirement plans (the Elected Officer Supplemental Pension (“EOSP”) or the Key Management Supplemental Pension (“KMP”) 
programs). Refer to the Pension Benefits table and accompanying narrative for additional details on these programs.

We offer a qualified defined contribution (401(k)) plan called the Trane Technologies Employee Savings Plan (the “ESP”) to our 
salaried and non-union hourly U.S. workforce, including the NEOs. The ESP is a plan that provides a dollar-for-dollar Company match 
on the first six percent of the employee’s eligible compensation that the employee contributes to the ESP. The ESP has several 
investment options and is an important component of our U.S. retirement program.

We also have a nonqualified defined contribution plan. The Trane Technologies Supplemental Employee Savings Plan (the 
“Supplemental ESP”) is an unfunded plan that makes up employer contributions that cannot be made to the ESP due to the Internal 
Revenue Code (“the Code”) limitation on the amount of compensation considered under the ESP or due to a deferral election under 
another nonqualified plan. Supplemental ESP balances are deemed to be invested in the funds selected by the NEOs, which are the 
same funds available in the ESP, except for a self-directed brokerage account, which is not available in the Supplemental ESP.

In June 2012, our Board of Directors approved significant changes to our broad-based, qualified retirement programs with the intent 
to move employees from a combined defined benefit/defined contribution approach to a fully defined contribution plan approach 
over time. Employees active prior to July 1, 2012 were given a choice between continuing to participate in the defined benefit plan 
until December 31, 2022 or discontinuing their participation in the defined benefit plan and move to an enhanced version of the ESP 
effective January 1, 2013. Employees hired or rehired on or after July 1, 2012 were automatically covered under the enhanced version 
of the ESP. Under the enhanced version of the ESP, employees receive a basic employer contribution equal to two percent of eligible 
compensation in addition to the Company’s matching contribution. Effective as of December 31, 2022, accruals in the Pension Plan 
will cease for all employees. Additional details on the changes can be found in the narrative accompanying the Pension Benefits 
table.

Our Trane Technologies Executive Deferred Compensation Plan (the “EDCP I”) and the Trane Technologies Executive Deferred 
Compensation Plan II (the “EDCP II” and, together with the EDCP I, the “EDCP”) allow eligible employees to defer receipt of a portion 
of their annual salary, AIM award and/or PSP award in exchange for deemed investments in our ordinary shares or in the same 
funds available in the ESP, except for a self-directed brokerage account. Refer to the Nonqualified Deferred Compensation table for 
additional details on the EDCP.

We provide an enhanced, long-term disability plan to certain executives. The plan supplements the broad-based group plan and 
provides an additional monthly maximum benefit if the executive elects to purchase supplemental coverage under the group plan. It 
has an underlying individual policy that is portable when the executive terminates.

In light of the enactment of Section 409A of the Code as part of the American Jobs Creation Act of 2004, “mirror plans” for several 
of our nonqualified plans, including the Trane Technologies Supplemental Pension Plan (the “Supplemental Pension Plan I”) and the 
EDCP I, were created. The mirror plans are the Trane Technologies Supplemental Pension Plan II (“Supplemental Pension Plan II” and, 
together with the Supplemental Pension Plan I, the “Supplemental Pension Plans”) and the EDCP II. The purpose of these mirror plans 
is not to provide additional benefits to participants, but merely to preserve the tax treatment of the plans that were in place prior to 
December 31, 2004. For the Supplemental Pension Plans, the mirror plan benefits are calculated by subtracting the original benefit 
value to avoid double counting the benefit. For the EDCP plans, balances accrued through December 31, 2004 are maintained 
separately from balances accrued after that date.

We provide our NEOs with other benefits that we believe are consistent with prevailing market practice and those of our peer 
companies. These other benefits and their incremental cost to the Company are reported in “All Other Compensation” shown in the 
Summary Compensation Table.

56

COMPENSATION DISCUSSION AND ANALYSISSeverance Arrangements

In connection with external recruiting of certain officers, we generally enter into employment arrangements that provide for 
severance payments upon certain termination events other than in the event of a change in control (which is covered by separate 
agreements with the officers). Mr. Regnery has such an arrangement in his employment agreement, and Mr. Lamach and Ms. Avedon 
had such arrangements prior to their respective retirement and pending retirement. In 2019 we amended our Major Restructuring 
Severance Plan, originally adopted in 2012, to provide certain employees, including our NEOs, with certain benefits in the event of 
a termination of employment without cause or for good reason under a Major Restructuring (as defined in the Post-Employment 
Section below). Although we do not have a formal severance policy for our executives (other than in the event of a Major 
Restructuring), we do have guidelines that in most cases would provide for severance in the event of termination without cause. 
The severance payable under employment agreements for Mr. Lamach, Mr. Regnery and Ms. Avedon and the benefits available in 
connection with a Major Restructuring and under the severance guidelines are further described in the Post-Employment Benefits 
section of the proxy statement.

Change-in-Control Provisions

We have entered into change-in-control agreements with our NEOs. Payments are subject to a “double trigger”, meaning that 
payments would be received only if an officer is terminated without cause or resigns for “good reason” within two years following a 
change in control. We provide change-in-control agreements to our NEOs to focus them on the best interests of shareholders and 
assure continuity of management in circumstances that reduce or eliminate job security and might otherwise lead to accelerated 
departures. Under the 2018 Incentive Stock Plan, time-based awards will only vest and become exercisable or payable, as 
applicable, on a change in control if they are not assumed, substituted, or otherwise replaced in connection with the change in 
control. If the awards are assumed or continued after the change in control, the Committee may provide that such awards will be 
subject to automatic vesting acceleration upon a participant’s involuntary termination within a designated period following the 
change in control. Furthermore, under the 2018 Incentive Stock Plan, PSUs will automatically vest upon a change in control of the 
Company based on (i) the target level prorated to reflect the period the participant was in service during the performance period 
or (ii) the actual performance level attained, as determined by the Committee. Our 2013 Incentive Stock Plan provides for the 
accelerated vesting of outstanding time-based awards in the event of a change in control of the Company only for awards issued 
through June 7, 2018. Outstanding PSUs would be prorated based on the target for the actual days worked during the applicable 
performance period. Refer to the Post-Employment Benefits section of this proxy statement for a more detailed description of the 
change-in-control provisions.

Tax and Accounting Considerations

Although we consider the tax and accounting consequences of our compensation programs, the forms of compensation we utilize 
are determined primarily by their effectiveness in creating maximum alignment with our key strategic objectives and the interests of 
our shareholders.

Timing of Awards

The Committee generally grants our regular annual equity awards after the annual earnings release. The grant date is never selected 
or changed to increase the value of equity awards for executives.

Clawback/Recoupment Policy

To further align the interests of our employees and our shareholders, we have a clawback/recoupment policy to ensure that any fraud 
or intentional misconduct leading to a restatement of our financial statements would be properly addressed. The policy provides that 
if it is found that an employee committed fraud or engaged in intentional misconduct that resulted, directly or indirectly, in a need 
to restate our financial statements, then our Committee has the discretion to direct the Company to recover all or a portion of any 
cash or equity incentive compensation paid or value realized, and/or to cancel any stock-based awards or AIM award granted to an 
employee on or after February 2, 2010, the effective date of the policy. The Committee may also request that the Company seek to 
recover any gains realized on or after the effective date of the policy for equity or cash awards made prior to that date (including 
AIM, stock options, PSUs and RSUs). Application of the clawback/recoupment policy is subject to a determination by our Committee 
that: (i) the cash incentive or equity compensation to be recouped was calculated on, or its realized value affected by, the financial 
results that were subsequently restated; (ii) the cash incentive or equity award would have been less valuable than what was actually 
awarded or paid based on the application of the correct financial results; and (iii) the employee to whom the policy applied engaged 
in fraud or intentional misconduct. This policy will be revised if required under the Dodd-Frank Act if and when final regulations 
implementing the clawback policy requirements of that law have been adopted.

57

COMPENSATION DISCUSSION AND ANALYSIS2022 Proxy Statement 
Share Ownership Requirements

We impose share ownership requirements on each of our officers. These share ownership requirements are designed to encourage 
share ownership by our officers and to further align their interests with our shareholders. Each officer must achieve and maintain 
ownership of ordinary shares or ordinary share equivalents at or above a prescribed level. 

The requirements are as follows:

Position

Chair and Chief Executive Officer

Chief Financial Officer, Executive Vice Presidents and  
Senior Vice Presidents

Strategic Business Unit Presidents and  
Chief Accounting Officer

(a)  Based on the closing price on the record date of $149.80

Number of Active 
Participants as of 
the Record Date

1

8

7

Individual 
Ownership 
Requirement 
(Shares and 
Equivalents)

75,000

20,000

10,000

Average  
Multiple of Base 
Salary(a)

9

5

3

These ownership requirements have been met by all the NEOs who continue to be employed by the Company as of the record date. 
Our Chair and CEO owns shares valued at over 11 times base salary and our CFO, EVPs and SVPs own shares valued at over 11 times 
their individual base salary, on average.

Our share ownership program requires the accumulation of ordinary shares (or ordinary share equivalents) over a five-year period 
following the date the person becomes subject to share ownership requirements at the rate of 20% of the required level each year. 
Executives who are promoted and have their ownership requirement increased have five years to achieve the new level from the 
date of promotion. Ownership credit is given for actual ordinary shares owned, deferred compensation that is invested in ordinary 
shares within our EDCP Plan, ordinary share equivalents accumulated in our qualified and nonqualified employee savings plans as 
well as unvested RSUs. Stock options and unvested PSUs do not count toward meeting the share ownership target. If executives 
fall behind their scheduled accumulation level during their applicable accumulation period, or if they fail to maintain their required 
level of ownership after their applicable accumulation period, their right to exercise stock options will be limited to “buy and hold” 
transactions, and any shares received upon the vesting of RSU and PSU awards must be held until the required ownership level is 
achieved.

58

COMPENSATION DISCUSSION AND ANALYSISHuman Resources and Compensation 
Committee Report

We have reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. 
Based on our review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be 
included in this Proxy Statement as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

HUMAN RESOURCES AND COMPENSATION COMMITTEE

Tony L. White (Chair)
Kirk E. Arnold
Jared L. Cohon

Gary D. Forsee
Linda P. Hudson

59

2022 Proxy StatementExecutive Compensation

The following table provides summary information concerning compensation paid by the Company or accrued on behalf of our 
NEOs for services rendered during the years ended December 31, 2021, 2020 and 2019.

Summary Compensation Table

Year

Salary 
($)(a)

Bonus 
($)

Stock 
Awards 
($)(b)

Option 
Awards 
($)(c)

Non-Equity 
Incentive Plan 
Compensation 
($)(d)

Change in 
Pension 
Value and 
Nonqualified 
Deferred 
Compensation 
Earnings 
($)(e)

All Other 
Compensation 
($)(f)

Total 
($)

2021 1,307,500

— 5,173,935 1,500,036

2,224,399

2,695,010

257,638 12,888,518

850,000 150,000 2,408,938

650,009

— 1,887,911

642,630

850,000

856,177

— 1,783,728

600,003

1,205,682

761,250

713,750

2020

642,742 150,000 1,667,489

450,012

680,000

740,000

— 1,498,417

504,028

1,060,169

691,250 200,000 1,556,448

420,004

671,250

— 1,337,076

426,735

608,750

— 1,300,297

412,530

575,000 150,000 1,389,663

375,008

557,500

— 955,008

304,818

2021

563,750

— 891,952 

300,016 

603,500

712,034

827,942

501,500

521,625

637,488

3,735,597

2,693,861

191,069

445,140

269,575

2,547,784

1,785,641

210,898

814,644

609,446

564,580

119,679

8,764,223

159,876

7,001,705

121,536

4,615,767

88,607

4,123,990

100,417

4,172,606

100,288

6,119,274

125,019

5,057,755

78,125

3,438,542

77,655

3,883,470

103,530

3,051,927

67,668

3,025,455

Name and 
Principal Position

D. S. Regnery 
Chair and Chief 
Executive Officer

C. J. Kuehn 
Executive Vice President
and Chief Financial Officer

M. J. Avedon 
Executive Vice President,
Chief Human Resources, 
Marketing and
Communications Officer

P. A. Camuti 
Executive Vice President
and Chief Technology
and Sustainability Officer

E. M. Turtz 
Senior Vice President 
and General Counsel

M. W. Lamach
Executive Chair

2020

2019

2021

2021

2020

2019

2021

2020

2019

2021 1,410,000

— 8,667,674 2,750,029

3,986,237

920,815

518,506 18,253,260

2020 1,410,000 500,000 9,262,869 2,500,012

2,397,000

11,591,666

445,939 28,107,486

2019 1,390,000

— 7,957,970 2,540,028

2,775,000

8,960,127

594,003 24,217,128

(a)  Pursuant to the EDCP II, a portion of a participant’s annual salary may be deferred into a number of investment options. For 2021, Mr. Turtz elected to defer 

10% of his annual salary into the EDCP II. Amounts shown in this column are not reduced to reflect deferrals of annual salary into the EDCP II.

(b)  The amounts in this column reflect the aggregate grant date fair value of PSU awards and any RSU awards granted for the year under Financial Accounting 
Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 and do not reflect amounts paid to or realized by the NEOs. For a discussion of 
the assumptions made in determining the ASC 718 values see Note 14, “Share-Based Compensation,” to the Company’s consolidated financial statements 
contained in its 2021 Form 10-K. The ASC grant date fair value of the PSU award is spread over the number of months of service required for the grant to 
become non-forfeitable, disregarding any adjustments for potential forfeitures. In determining the aggregate grant date fair value of the PSU awards, the 
awards are valued assuming target level performance achievement. The table below includes the maximum grant date value of the 2021-2023 PSU awards 
for the persons listed. If the maximum level performance achievement is assumed, the aggregate grant date fair value of the PSU awards would be as 
follows:

Name

D. S. Regnery

C. J. Kuehn

M. J. Avedon

P. A. Camuti

E. M. Turtz

M. W. Lamach

60

Maximum Grant Date 
Value of PSU Awards 
($)

7,347,682

2,367,272

1,988,537

1,775,542

1,183,812

11,835,304

(c)  The amounts in this column reflect the aggregate grant date fair value of stock option grants for financial reporting purposes for the year under ASC 718 

and do not reflect amounts paid to or realized by the NEOs. For a discussion of the assumptions made in determining the ASC 718 values see Note 14, 
“Share-Based Compensation,” to the Company’s consolidated financial statements contained in its 2021 Form 10-K. Please see “2021 Grants of Plan-Based 
Awards” and “Outstanding Equity Awards at December 31, 2021” for additional detail.

(d)  This column reflects the amounts earned as annual awards under the AIM program. Unless deferred into the EDCP II, AIM program payments are made in 

cash. For 2021, Mr. Kuehn and Mr. Turtz elected to defer a percentage (15% and 10% respectively) of their AIM awards into the EDCP II. Amounts shown in this 
column are not reduced to reflect deferrals of AIM awards into the EDCP II.

(e)  Amounts reported in this column reflect the aggregate increase in the actuarial present value of the benefits under the qualified Trane Technologies Pension 

Plan Number One (the “Pension Plan”), Supplemental Pension Plans, the KMP and EOSP, as applicable. The change in pension benefits value is attributable 
to the additional year of service and age, the annual AIM award and any annual salary increase. As Mr. Turtz became an NEO during 2021, the amount 
shown represents the difference between his Pension Benefit Table amount as of December 31, 2021 and the amount that would have been reported as of 
December 31, 2020 if he was a NEO at that time.

Other external factors, outside the influence of the plan design, also impact the values shown in this column. Examples of these factors include changes to 
mortality tables as well as interest and discount rates.

There was no above market interest earned by the NEOs in any year.

On June 3, 2021, the Board of Directors agreed to amend the EOSP to reset the rate to be used when calculating Mr. Lamach’s retirement benefit, in 
recognition of the critical role he played in overseeing and managing an orderly transition of his role as Chief Executive Officer and because he agreed to 
remain in place for a number of months to assist in the transition of his role of Chair of the Board. For additional details please see the footnote following the 
Pension Benefits Table.

(f) 

The following table summarizes the components of this column for fiscal year 2021:

Name

D. S. Regnery

C. J. Kuehn

M. J. Avedon

P. A. Camuti

E. M. Turtz

M. W. Lamach

Company 
Contributions 
($)(1)

Company Cost 
For Life Insurance 
($)

Company Cost For 
Long Term Disability 
($)

Retiree 
Medical Plan 
($)(2)

Tax 
Assistance 
($)(3)

Other Benefits 
($)(4)

Total 
($)

119,500

111,500

80,610

66,615

56,085

228,420

4,128

1,107

5,029

4,118

1,132

7,018

1,502

1,556

1,903

1,911

2,452

1,423

300

55,638

76,570

257,638

—

—

—

—

—

—

—

—

—

7,373

121,536

12,875

100,417

5,481

78,125

8,000

67,668

123,256

158,389

518,506

(1)  Represents Company contributions under the Company’s ESP and Supplemental ESP plans.

(2)  For Mr. Regnery, represents the estimated year-over-year increase in the value of the retiree medical plan, calculated based on the methods used for 

financial statement reporting purposes. Mr. Regnery is the only NEO eligible for the subsidized retiree medical plan upon retirement.

(3)  The amount for Mr. Lamach and Mr. Regnery represents tax equalization payments related to Irish taxes owed on $345,000 and $172,500 respectively, 
which is the portion of their income that is allocated to their role as a director of the Company. Without these payments, Mr. Lamach and Mr. Regnery 
would be subject to double taxation on this amount since they are already paying U.S. taxes on this income.

(4)  For Mr. Lamach and Mr. Regnery, this amount includes the incremental cost to the Company of personal use of the Company aircraft (whether leased 
or owned) by the Chair and CEO. For security and safety reasons and to maximize their availability for Company business, the Board of Directors 
requires the Chair and CEO to travel on Company-provided aircraft for business and personal purposes, unless commercial travel is deemed a minimal 
security risk by the Company. The incremental cost to the Company of personal use of the aircraft is calculated: (i) by taking the hourly average variable 
operating costs to the Company (including fuel, maintenance, on board catering and landing fees) multiplied by the amount of time flown for personal 
use in the case of leased aircraft; and (ii) by multiplying the flight time by a variable fuel charge and the average fuel price per gallon and adding 
any ground costs such as landing and parking fees as well as crew charges for travel expenses in the case of the Company owned aircraft. Both 
methodologies exclude fixed costs that do not change based on usage, such as pilots’ and other employees’ salaries, management fees and training, 
hangar and insurance expenses. We impose an annual limit of $150,000 on the Chair and CEO’s non-business use of Company-provided aircraft. For 
2021, the amount for Mr. Lamach was $150,000 and $62,746 for Mr. Regnery for personal use of Company-provided aircraft. Under the Company’s aircraft 
use policy, the Human Resources and Compensation Committee has determined that business use includes travel that is related to the Company’s 
business or benefits the Company, such as travel to meetings of other boards on which the Chair and CEO sits. For 2021, the amount for Mr. Lamach 
includes $3,600 for such business-related travel. In 2021, Mr. Regnery did not incur any charges for such business-related travel.

These amounts also include: (i) the following incremental cost of financial counseling services, which may include tax preparation and estate planning 
services: Mr. Regnery, $9,000; Mr. Kuehn, $4,970; Ms. Avedon, $8,340; Mr. Camuti $3,200; Mr. Turtz, $6,500 and Mr. Lamach, $8,340 (ii) the following costs for 
medical services provided through an on-site physician under the Executive Health Program: Mr. Regnery, $4,824; Mr. Kuehn, $2,403; Ms. Avedon $4,535; 
Mr. Camuti, $2,281; Mr. Turtz, $730; and Mr. Lamach $49; and (iii) product rebates and company-branded items that do not exceed $1,000 in value.

61

EXECUTIVE COMPENSATION2022 Proxy Statement 
 
 
 
2021 Grants of Plan-Based Awards

The following table shows all plan-based awards granted to the NEOs during fiscal 2021. This table is supplemental to the Summary 
Compensation Table and is intended to complement the disclosure of equity awards and grants made under non-equity incentive 
plans in the Summary Compensation Table. For additional information regarding outstanding awards, please see the “Outstanding 
Equity Awards at December 31, 2021” table. 

Estimated Future Payouts Under 
Non-Equity Plan Awards

Estimated Future Payouts Under 
Equity Incentive Plan Awards

Grant 
Date

Threshold 
($)(a)

Target 
($)(a)

Maximum 
($)(a)

Threshold 
(#)(b)

Target 
(#)(b)

Maximum 
(#)(b)

All Other 
Stock 
Awards: 
Number of 
Shares of 
Stock or 
Units 
(#)(c)

All Other 
Option 
Awards: 
Number of 
Securities 
Underlying 
Options 
(#)(c)

Exercise 
or Base 
Price of 
Option 
Awards 
($/Sh)(d)

Grant Date 
Fair Value 
of Stock 
and Option 
Awards 
($)(e)

— 406,109 1,353,698 2,707,396
—
—
—
—
—
—

—
—
—
—
—
—

—
—
—
—
—
—

2/8/2021
7/1/2021
2/8/2021
7/1/2021
2/8/2021
7/1/2021

— 217,500
—
—
—

2/8/2021
2/8/2021
2/8/2021

725,000 1,450,000
—
—
—

—
—
—

— 191,250
—
—
—

2/8/2021
2/8/2021
2/8/2021

637,500 1,275,000
—
—
—

—
—
—

— 156,825
—
—
—

2/8/2021
2/8/2021
2/8/2021

522,750 1,045,500
—
—
—

—
—
—

— 120,750
—
—
—

2/8/2021
2/8/2021
2/8/2021

402,500
—
—
—

805,000
—
—
—

—
2,182
2,283
—
—
—
—

—
1,679
—
—

—
1,410
—
—

—
1,259
—
—

—
840
—
—

—
8,727
9,130
—
—
—
—

—
6,713
—
—

—
5,639
—
—

—
5,035
—
—

—
3,357
—
—

— 719,100 2,397,000 4,794,000
—
—
—

—
—
—

—
—
—

2/8/2021
2/8/2021
2/8/2021

—

—
8,391 33,562
—
—

—
—

—
17,454
18,260
—
—
—
—

—
13,426
—
—

—
11,278
—
—

—
10,070
—
—

—
6,714
—
—

—
67,124
—
—

—
—
—
—
—
5,236
3,867

—
—
—
4,028

—
—
—
3,384

—
—
—
2,769

—
—
—
2,014

—
—
—
18,459

—
—
—
26,316
19,434
—
—

—
—
20,243
—

—
—
17,005
—

—
—
13,918
—

—
—
10,122
—

—
—
92,781
—

—
—
— 1,538,745
— 2,135,096
780,006
720,030
780,059
720,035

148.98
186.20
—
—

—
—
— 1,183,636
600,003
600,091

148.98
—

—
—
148.98
—

—
—
148.98
—

—
—
148.98
—

—
994,268
504,028
504,148

—
887,771
412,530
412,526

—
591,906
300,016
300,046

—
—
— 5,917,652
2,750,029
— 2,750,022

148.98

Name

D. S. Regnery
AIM
PSUs (2021-2023)
PSUs (2021-2023)
Options
Options
RSUs
RSUs
C. J. Kuehn
AIM
PSUs (2021-2023)
Options
RSUs
M. J. Avedon
AIM
PSUs (2021-2023)
Options
RSUs
P. A. Camuti
AIM
PSUs (2021-2023)
Options
RSUs
E. M. Turtz
AIM
PSUs (2021-2023)
Options
RSUs
M. W. Lamach
AIM
PSUs (2021-2023)
Options
RSUs

(a)  The target award levels established for the AIM program are established annually in February and are expressed as a percentage of the NEO’s base 

salary. Refer to Compensation Discussion and Analysis under the heading “Annual Incentive Matrix Program” for a description of the Human Resources 
and Compensation Committee’s process for establishing AIM program target award levels. The amounts reflected in the “Estimated Future Payouts Under 
Non-Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for awards under the AIM program that were paid in 
February 2022, based on performance in 2021. Thus, the amounts shown in the “threshold,” “target” and “maximum” columns reflect the range of potential 
payouts when the target award levels were established in February 2021 for all NEOs. The AIM program pays $0 for performance below threshold. The actual 
amounts paid pursuant to those awards are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(b)  The amounts reflected in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts 

for PSU awards. The PSP pays $0 for performance below threshold. For a description of the Human Resources and Compensation Committee’s process for 
establishing PSP target award levels and the terms of PSU awards, please refer to Compensation Discussion and Analysis under the heading “Long-Term 
Incentive Program” and the “Post-Employment Benefits” section below.

62

EXECUTIVE COMPENSATION 
 
 
 
(c)  The amounts in these columns reflect the stock option and RSU awards. For a description of the Human Resources and Compensation Committee’s process 
for determining stock option and RSU awards and the terms of such awards, see Compensation Discussion and Analysis under the heading “Long-Term 
Incentive Program” and the “Post-Employment Benefits” section below.

(d)  Stock options were granted under the Company’s Incentive Stock Plan of 2018 (the “2018 Plan”), which requires options to be granted at an exercise price 

equal to or greater than the fair market value of the Company’s ordinary shares on the date of grant. The fair market value is defined in the 2018 Plan as the 
closing price of the Company’s ordinary shares listed on the NYSE on the grant date.

(e)  Amounts in this column include the grant date fair value of the equity awards calculated in accordance with ASC 718. The Company cautions that the actual 
amount ultimately realized by each NEO from the stock option awards will likely vary based on a number of factors, including stock price fluctuations, 
differences from the valuation assumptions used and timing of exercise or applicable vesting. For a description of the assumptions made in valuing the 
equity awards see Note 14, “Share-Based Compensation” to the Company’s consolidated financial statements contained in its 2021 Form 10-K. For PSUs, the 
grant date fair value has been determined based on achievement of target level performance, which is the performance threshold the Company believes is 
the most likely to be achieved under the grants.

63

EXECUTIVE COMPENSATION2022 Proxy StatementOutstanding Equity Awards at December 31, 2021

Option Awards

Stock Awards

Number of 
Securities 
Underlying 
Unexercised 
Options 
(#) 
Exercisable(a) 

Number of 
Securities 
Underlying 
Unexercised 
Options 
(#) 
Unexercisable(a) 

Option 
Exercise 
Price 
($) 

Option 
Expiration 
Date(b) 

Number 
of Shares 
or Units of 
Stock That 
Have Not 
Vested 
(#)(c) 

Market 
Value of 
Shares or 
Units of 
Stock That 
Have Not 
Vested 
($)(d) 

Equity Incentive 
Plan Awards: 
Number of 
Unearned Shares, 
Units or Other 
Rights That Have 
Not Vested 
(#)(e) 

Equity Incentive 
Plan Awards: Market 
or Payout Value of 
Unearned Shares, 
Units or Other Rights 
That Have Not 
Vested 
($)(d)

14,651

17,585

29,450

22,497

43,778

32,060

12,982

—

—

8,025

9,060

8,987

—

21,290

8,388

—

23,687

23,640

15,206

7,489

—

1,926

2,091

2,996

—

—

—

—

—

—

—

—

—

46.64 2/24/2024

52.28

2/2/2025

38.99

2/9/2026

62.53

2/6/2027

70.22

2/5/2028

—

—

—

—

—

—

—

—

—

—

16,031

78.97

2/4/2029

2,671

539,622

25,964

105.28

3/8/2030

4,117

831,758

26,316

148.98

2/7/2031

5,236 1,057,829

19,434

186.20 6/30/2031

3,867

781,250

—

70.22

2/5/2028

—

—

4,531

78.97

2/4/2029

755

152,533

17,976

105.28

3/8/2030

2,850

575,786

20,243

148.98

2/7/2031

4,028

813,777

10,645

78.97

2/4/2029

1,774

358,401

16,777

105.28

3/8/2030

2,660

537,400

17,005

148.98

2/7/2031

3,384

683,670

—

—

62.53

2/6/2027

70.22

2/5/2028

—

—

—

—

7,604

78.97

2/4/2029

1,267

255,972

14,980

105.28

3/8/2030

2,375

479,821

13,918

148.98

2/7/2031

2,769

559,421

—

70.22

2/5/2028

2,091

78.97

2/4/2029

5,992

105.28

3/8/2030

—

349

950

—

70,508 

191,929 

10,122

148.98

2/7/2031

2,014

406,888 

63,363

78.97

2/4/2029

10,554 2,132,225 

99,861

105.28

3/8/2030

15,832 3,198,539 

92,781

148.98

2/7/2031

18,459 3,729,272 

—

—

—

—

—

14,564

12,349

8,727

9,130

—

4,117

8,549

6,713

10,639

7,979

5,639

—

—

7,599

7,124

5,035

—

1,268

2,375

3,357

63,320

31,677

11,188

—

—

—

—

—

2,942,365

2,494,868

1,763,116

1,844,534

—

831,758

1,727,154

1,356,227

2,149,397

1,611,997

1,139,247

—

—

1,535,226

1,439,262

1,017,221

—

256,174 

479,821 

678,215 

12,792,540 

6,399,704 

2,260,312 

Name

Grant 
Date 

D. S. Regnery 2/25/2014

2/3/2015

2/10/2016

2/7/2017

2/6/2018

2/5/2019

3/9/2020

2/8/2021

7/1/2021

2/6/2018

2/5/2019

3/9/2020

2/8/2021

2/5/2019

3/9/2020

2/8/2021

2/7/2017

2/6/2018

2/5/2019

3/9/2020

2/8/2021

2/6/2018

2/5/2019

3/9/2020

2/8/2021

C. J. Kuehn

 M. J. Avedon

P. A. Camuti

E. M. Turtz

 M. W. Lamach 2/5/2019

3/9/2020

2/8/2021

(a)  These columns represent stock option awards. These awards generally become exercisable in three equal annual installments beginning on the first 

anniversary after the date of grant, subject to continued employment or retirement.

(b)  All options granted to the NEOs expire on the tenth anniversary (less one day) of the grant date.

(c)  This column represents unvested RSUs. RSUs generally become vested in three equal annual installments beginning on the first anniversary after the date of 

grant, subject to continued employment or retirement.

(d)  The market value was computed based on $202.03, the closing market price of the Company’s ordinary shares on the NYSE at December 31, 2021.

(e)  This column represents the target number of unvested and unearned PSUs. PSUs vest upon the completion of a three-year performance period. The actual 
number of shares an NEO will receive, if any, is subject to achievement of the performance goals as certified by the Human Resources and Compensation 
Committee, and continued employment.

64

EXECUTIVE COMPENSATION 
2021 Option Exercises and Stock Vested

The following table provides information regarding the amounts received by each NEO upon exercise of stock options, the vesting of 
RSUs or the vesting of PSUs during the fiscal year ended December 31, 2021:

Name

D. S. Regnery(b)

C. J. Kuehn(b)

M. J. Avedon(b)

P. A. Camuti(b)

E. M. Turtz(b)(b)(c)

M. W. Lamach(b)

Option Awards

Stock Awards

Number of 
Shares 
Acquired on 
Exercise 
(#)

Value 
Realized on 
Exercise 
($)(a)

Number of 
Shares 
Acquired on 
Vesting 
(#)

Value 
Realized on 
Vesting 
($)

—

—

62,594

9,792,672

4,013

490,718

10,454

1,621,737

57,554

6,930,357

28,368

4,422,824

—

—

—

—

18,698

2,912,003

2,693

414,428

390,074

44,027,015

165,076

25,733,728

(a)  This column reflects the aggregate dollar amount realized by the NEO upon the exercise of the stock options by determining the difference between the 

market price of the Company’s ordinary shares at exercise and the exercise price of the stock options.

(b)  Reflects the value of the RSUs that vested on February 4, 2021, February 5, 2021, and February 6, 2021 and PSUs that vested on March 2, 2021, based on the 

fair market value of the Company’s ordinary shares on the vesting date as determined in accordance with the relevant plan. 

(c)  Mr. Turtz elected to defer a portion of the shares acquired upon the vesting of his PSU award on March 2, 2021 into the Company’s EDCP II. Mr. Turtz deferred 
666 shares having a value of $104,812. Mr. Turtz’s cash dividends of $3,529 that had accrued on the deferred PSU award were also deferred under the EDCP II. 
Please see “2021 Nonqualified Deferred Compensation” for more information about the terms of the Company’s EDCP Plans. 

2021 Pension Benefits

The NEOs participate in one or more, but not in all, of the following defined benefit plans:

• the Pension Plan;
• the Supplemental Pension Plans; and
• the EOSP or the KMP.
The Pension Plan is a funded, tax qualified, non-contributory (for all but a small subset of participants) defined benefit plan that 
covers the majority of the Company’s salaried and non-union hourly U.S. employees who were hired or rehired prior to June 30, 2012. 
The Pension Plan provides for normal retirement at age 65 and the formula to determine the lump sum benefit under the Pension 
Plan is five percent of final average pay (the five consecutive years with the highest compensation out of the last ten years of eligible 
compensation) multiplied by years of credited service (as defined in the Pension Plan). A choice for distribution between an annuity 
and a lump sum option is available. The Pension Plan was closed to new participants after June 30, 2012 and no further benefits will 
accrue to any Pension Plan participant for service performed after December 31, 2022. In addition, any employee who was a Pension 
Plan participant on June 30, 2012 was provided the option to waive participation in the Pension Plan effective January 1, 2013, and in 
lieu of participation in the Pension Plan, receive an annual non-elective employer contribution equal to 2% of eligible compensation 
in the ESP.

The Supplemental Pension Plans are unfunded, nonqualified, non-contributory defined benefit restoration plans. The Supplemental 
Pension Plans restore what is lost in the Pension Plan due to limitations under the Code on the annual compensation and benefits 
recognized when calculating benefits under the qualified Pension Plan. The Supplemental Pension Plans cover all employees of the 
Company who participate in the Pension Plan and who are impacted by the Code compensation and benefits limits. A participant 
must meet the vesting requirements of the qualified Pension Plan to vest in benefits under the Supplemental Pension Plans. Benefits 
under the Supplemental Pension Plans are available only as a lump sum distribution after termination and paid in accordance 
with Section 409A of the Code. As a result of the 2012 changes to the Pension Plan, the Supplemental Pension Plans were closed 
to employees hired on or after June 30, 2012, and no further benefits will accrue to any Supplemental Plan participant for service 
performed after December 31, 2022.

The EOSP, which was closed to new participants effective April 2011, is an unfunded, nonqualified, non-contributory defined benefit 
plan designed to replace a percentage of an officer’s final average pay based on their age and years of service at the time of 
retirement. Final average pay is defined as the sum of the officer’s current annual base salary plus the average of their three highest 

65

EXECUTIVE COMPENSATION2022 Proxy StatementAIM awards during the most recent six years. No other components of compensation (other than base salary and AIM awards) are 
included in final average pay. The EOSP provides a benefit pursuant to a formula in which 1.9% of an officer’s final average pay is 
multiplied by the officer’s years of service (up to a maximum of 35 years) and then reduced by the value of other retirement benefits 
the officer will receive from the Company under certain qualified and nonqualified retirement plans as well as Social Security. If 
additional years of service were granted to an officer as part of their employment agreement, those additional years of service are 
reflected in the Pension Benefits table below. Vesting occurs, while the officer is employed by the Company, at the earlier of the 
attainment of age 55 and the completion of 5 years of service or age 62. Unreduced benefits under the EOSP are available at age 62 
and benefits are only available as a lump sum after termination and paid in accordance with Section 409A of the Code. Mr. Lamach 
was a participant in the EOSP prior to his retirement. Ms. Avedon also participates in the EOSP prior to her pending retirement.

The KMP is an unfunded, nonqualified, non-contributory defined benefit plan available to certain key management employees on 
a highly selective basis. The KMP is designed to replace a percentage of a key employee’s final average pay based on their age 
and years of service at the time of retirement. Final average pay is defined as the sum of the key employee’s current annual base 
salary plus the average of the employee’s three highest AIM awards during the most recent six years. No other components of 
compensation (other than base salary and AIM awards) are included in final average pay. The KMP provides a benefit pursuant to 
a formula in which 1.7% of a key employee’s final average pay is multiplied by years of service (up to a maximum of 30 years) and 
then reduced by the value of other retirement benefits the key employee will receive that are provided by the Company under 
certain qualified and nonqualified retirement plans as well as Social Security. Vesting occurs at the earlier of the attainment of age 
55 and the completion of 5 years of service or age 65. For employees who begin participating on or after June 2015, there is a 
minimum 5-year service requirement from date of participation to date of retirement. Benefits are only available as a lump sum after 
termination and paid in accordance with Section 409A of the Code. Mr. Regnery, Mr. Kuehn, Mr. Camuti and Mr. Turtz participate in 
the KMP.

The table below represents the estimated present value of defined benefits for the plans in which each NEO participates.

Name

D. S. Regnery(c)

C. J. Kuehn

M. J. Avedon(d)

P. A. Camuti

E. M. Turtz

M. W. Lamach(e)

Plan Name

Pension Plan

Supplemental Pension Plan I

Supplemental Pension Plan II

KMP

KMP

Pension Plan

Supplemental Pension Plan II

EOSP

Pension Plan

Supplemental Pension Plan II

KMP

Pension Plan

Supplemental Pension Plan II

KMP

Pension Plan

Supplemental Pension Plan II

Number 
of Years 
Credited 
Service 
(#)(a)

Present 
Value of 
Accumulated 
Benefit 
($)(b)

36.42

19.42

36.42

30

6.58

14.92

14.92

676,482

489,603

2,593,710

12,104,639

1,220,795

292,312

1,332,216

15

8,497,734

10.42

10.42

10.42

17.58

17.58

17.58

17.92

17.92

199,596

561,453

2,229,961

275,804

424,014

2,478,671

353,039

4,274,925

EOSP

35

47,145,843

(a)  Under the EOSP or the KMP, for officers covered prior to May 19, 2009, a full year of service is credited for any year in which they work at least one day. In 
the Pension Plan, the Supplemental Pension Plans as well as the EOSP and the KMP for officers covered on or after May 19, 2009, the number of years of 
credited service is based on elapsed time (i.e., credit is given for each month in which a participant works at least one day). The years of credited service 
used for calculating benefits under all plans are the years of credited service through December 31, 2021. The years of crediting service used for calculating 
benefits under the Supplemental Pension Plan I are the years of crediting service through December 31, 2004 and the benefits earned under this plan serve 
as offsets to the benefits earned under the Supplemental Pension Plan II.

(b)  The amounts in this column reflect the estimated present value of each NEO’s accumulated benefit under the plans indicated. The calculations reflect the 
value of the benefits assuming that each NEO was fully vested under each plan. The benefits were computed as of December 31, 2021, consistent with the 
assumptions described in Note 10, “Pensions and Postretirement Benefits Other than Pensions,” to the consolidated financial statements in the 2021 Form 10-K.

66

EXECUTIVE COMPENSATION(c)  Under the provisions of the KMP, Mr. Regnery’s service is capped at 30 years.

(d)  Ms. Avedon, pursuant to the provisions of her employment arrangement, receives double credit for the first five years of employment (3.8% versus 1.9%) in 

determining her benefit. The increase in present value of benefits due to this provision is $2,582,735.

(e)  Mr. Lamach’s credited years of service exceed his actual years of service by 17 years pursuant to the provisions of his employment arrangement. Crediting 

additional years of service to a nonqualified pension program such as the EOSP was not uncommon in 2004 when Mr. Lamach joined the Company and 
was used to compensate him for benefits he was forfeiting at his prior employer. Mr. Lamach’s benefit under the EOSP is reduced by the pension benefit 
he received from his former employer in July 2013, updated with interest. The increase in present value of benefits due to those additional years of credited 
service is $25,751,910. On June 3, 2021, the Board of Directors agreed to amend the EOSP to reset the rate to be used when calculating Mr. Lamach’s 
retirement benefit, in recognition of the critical role he played in overseeing and managing an orderly transition of his role as Chief Executive Officer and 
because he agreed to remain in place for a number of months to assist in the transition of his role of Chairman of the Board. Under the amendment, the 
10-Year Treasury rate that will be used will be lower than the rate that would have applied based on his actual retirement date.

67

EXECUTIVE COMPENSATION2022 Proxy Statement2021 Nonqualified Deferred Compensation

The Company’s EDCP is an unfunded, nonqualified plan that permits certain employees, including the NEOs, to defer receipt of up 
to 50% of their annual salary and up to 100% of their AIM awards and PSP awards. Elections to defer generally must be made prior to 
the beginning of the calendar year or performance period, as applicable. The Company has established a nonqualified grantor trust 
with a bank as the trustee to hold certain assets as a funding vehicle for the Company’s obligations under the EDCP. These assets 
are considered general assets of the Company and are available to its creditors in the event of the Company’s insolvency. Amounts 
held in the trust are invested by the trustee using various investment vehicles. 

Participants are offered certain investment options (the same investment options available in the ESP other than the self-directed 
brokerage) and can choose how they wish to allocate their cash deferrals among those investment options. Participants are 100% 
vested in all amounts deferred and bear the risk of any earnings and losses on such deferred amounts. 

Generally, deferred amounts may be distributed following termination of employment or at the time of a scheduled in-service 
distribution date chosen by the participant. If a participant has completed five or more years of service at the time of termination, 
or is terminated due to long-term disability, death or retirement, the distribution is paid in accordance with the participant’s election. 
If a participant terminates without meeting these requirements, the account balance for all plan years will be paid in a lump sum 
in the year following the year of termination. A participant can elect to receive distributions at termination over 5, 10, or 15 annual 
installments, or in a single lump sum. A participant can elect to receive scheduled in-service distributions in future years that are 
at least two years after the end of the plan year for which they are deferring. In-service distributions can be received in two to five 
annual installments, or if no election is made, in a lump sum. For those participants who have investments in ordinary shares, the 
distribution of these assets will be in the form of ordinary shares, not cash. 

The following table provides information regarding contributions, distributions, earnings and balances for each NEO under our 
nonqualified deferred compensation plans. 

Name

Plan Name

D. S. Regnery

EDCP

Executive 
Contributions 
in Last Fiscal 
Year 
($)(a)

Registrant 
Contributions 
in Last Fiscal 
Year 
($)(b)

Aggregate 
Earnings in 
Last Fiscal 
Year 
($)(c)

Aggregate 
Withdrawals/ 
Distributions 
($) 

Aggregate 
Balance At 
Last Fiscal 
Year End 
($)(d)

510,000

—

478,689

(148,151)

7,046,638

C. J. Kuehn

EDCP

102,000

—

193,196

Supplemental ESP

—

95,850

86,249

M. J. Avedon

EDCP

Supplemental ESP

Supplemental ESP

P. A. Camuti

EDCP

Supplemental ESP

—

—

—

—

—

88,300

36,103

—

3,336,456

63,210

124,865

—

3,417,346

49,215

46,993

E. M. Turtz

EDCP

201,964

—

492,181

M. W. Lamach

EDCP

Supplemental ESP

Supplemental ESP

—

—

—

38,685

56,149

—

5,065,064

211,020

1,468,682

—

—

—

—

—

—

—

—

—

—

—

1,561,137

970,337

414,050

11,452,974

1,268,720

11,730,644

647,776

2,163,108

381,011

17,386,724

8,237,391

(a)  The annual deferrals (salary, AIM and PSP) are all reflected in the Salary column, the Non-Equity Incentive Plan column and the Stock Awards column, 

respectively of the Summary Compensation Table.

(b)  All of the amounts reflected in this column are included in the All Other Compensation column of the Summary Compensation Table.

(c)  Amounts in this column include gains and losses on investments, as well as dividends on ordinary shares or ordinary share equivalents. None of the earnings 

or losses reported in this column are included in the Summary Compensation Table.

(d)  The following table reflects the amounts reported in this column as compensation to the NEOs in the Company’s Summary Compensation Table in proxy statements 
for prior years. Each of Mr. Regnery, Mr. Kuehn, Mr. Camuti, Mr. Turtz, Mr. Lamach and Ms. Avedon first became NEOs and therefore had their compensation reported 
in the Company’s proxy statements beginning with fiscal years 2004 (Lamach), 2020 (Kuehn), 2017 (Regnery), 2010 (Avedon), 2019 (Camuti) and 2021 (Turtz).

68

Name

D. S. Regnery

C. J. Kuehn

M. J. Avedon

P. A. Camuti

E. M. Turtz

M. W. Lamach

EDCP 
($)

Supplemental ESP
($)

1,400,441

58,685

376,016

—

—

277,014

59,918

553,237

80,642

—

1,529,086

2,270,325

Post-Employment Benefits

The following discussion describes the compensation to which each active NEO would be entitled in the event of termination of such 
executive’s employment.

Employment Arrangements and Severance Not in Connection 
with a Change in Control

Mr. Regnery and Ms. Avedon are entitled to severance in the event of their involuntary termination without cause pursuant to the terms 
of their employment agreements. Under the terms of their employment agreements, Mr. Regnery is eligible for 24 months of base annual 
salary plus a prorated AIM award earned for the year of termination as determined and paid at the conclusion of the full performance 
year in accordance with the terms of the AIM program. Ms. Avedon is eligible for 12 months of base salary and an AIM award equal to her 
target.

Although the Company does not have a formal severance policy for officers, NEOs who do not have employment agreements 
providing for severance and who are terminated by the Company other than for cause will generally be considered for severance 
benefits of up to 12 months’ base salary. Depending on the circumstances and timing of the termination, they may also be eligible 
for a pro-rated portion of their AIM award earned for the year of termination as determined and paid at the conclusion of the full 
performance year in accordance with the terms of the AIM program.

In addition, the Company’s equity award agreements provide for the following treatment upon the occurrence of one of the specified 
events in the table below:

Stock Options

RSUs

PSUs

Retirement

Continue to vest on the same basis as 
active employees and remain exercisable 
for a period of up to five years following 
retirement.

Continue to vest on the 
same basis as active 
employees.

Group 
Termination

Immediately vest in the portion of the 
awards that would have vested within 
twelve months of termination and remain 
exercisable for a period of up to three 
years following termination of employment.

Immediately vest in the 
portion of the awards 
that would have vested 
within twelve months of 
termination.

Job 
Elimination

Unvested awards are forfeited and vested 
awards remain exercisable for a period of 
up to one year following termination.

Unvested awards are 
forfeited.

Death or 
Disability

Immediately vest in unvested awards and 
vested awards remain exercisable for a 
period of up to three years following death 
or disability.

Immediately vest in 
unvested awards.

Vest pro-rata based on the time worked 
during the performance period and the 
achievement of performance goals through 
the end of the performance period unless 
full-time employment commences with 
another employer, in which case unvested 
awards are forfeited.

Vest pro-rata based on the time worked 
during the performance period and 
the achievement of performance goals 
through the end of the performance 
period.

Vest pro-rata based on the time worked 
during the performance period and 
the achievement of performance goals 
through the end of the performance 
period.

Vest pro-rata based on the time worked 
during the performance period and the 
achievement of performance goals at 
target performance unless termination 
occurs in the final quarter of the 
performance period in which case the 
awards vest based on actual performance.

In the event of a change in control or termination due to a Major Restructuring, severance would be determined pursuant to the 
terms of the change-in-control agreements or the Major Restructuring Severance Plan described below in lieu of severance under 
the terms of the employment agreements or the severance guidelines described above.

69

EXECUTIVE COMPENSATION2022 Proxy StatementChange in Control
The Company has entered into a change-in-control agreement with each NEO. The change-in-control agreement provides for certain 
payments if the employment is terminated by the Company without “cause” (as defined in the change-in-control agreements) or 
by the NEO for “good reason” (as defined in the change-in-control agreements), in each case, within two years following a change 
in control of the Company. For officers who first became eligible for a change-in-control agreement on or after May 19, 2009, 
including Mr. Regnery, Mr. Kuehn, Mr. Camuti and Mr. Turtz, the Company eliminated a severance payment based on outstanding PSP 
awards and eliminated a payment to cover the impact to the executive of certain incremental taxes incurred in connection with the 
payments made following a change in control.

Following a change in control, each NEO is entitled to continue receiving their current base salary and is entitled to an annual bonus 
in an amount not less than the highest annual bonus paid during the prior three full fiscal years.

If an NEO’s employment is terminated “without cause” or by the NEO for “good reason” within two years following a change in control, 
the NEO is entitled to the following:

• any base salary and annual bonus for a completed fiscal year that had not been paid;
• an amount equal to the NEO’s annual bonus for the last completed fiscal year pro-rated for the number of full months employed in 

the current fiscal year;

• an amount equal to the NEO’s base salary pro-rated for any unused vacation days;
• a lump sum severance payment from the Company equal to the three times (for the Chair and CEO) or two and one-half times 

(for other NEOs) the sum of:
• the NEO’s annual salary in effect on the termination date, or, if higher, the annual salary in effect immediately prior to the 

reduction of the NEO’s annual salary after the change in control; and

• the NEO’s target AIM award for the year of termination or, if higher, the average of the AIM award amounts beginning three years 

immediately preceding the change in control and ending on the termination date; and

• for Ms. Avedon, a lump sum payment equal to two and one-half times of: (a) the cash value of the target amount of the most 

recent PSU award; or (b) if higher, the average amounts of the last three PSU awards granted and paid to the NEO immediately 
preceding termination. This payment is in lieu of any rights the individual might have with respect to unvested PSU awards.

A “change in control” is defined as the occurrence of any of the following events: (i) any person unrelated to the Company becomes 
the beneficial owner of 30% or more of the combined voting power of the Company’s voting stock; (ii) the directors serving at the 
time the change-in-control agreements were executed (or the directors subsequently elected by the shareholders of the Company 
whose election or nomination was duly approved by at least two-thirds of the then serving directors) fail to constitute a majority of 
the Board of Directors; (iii) the consummation of a merger or consolidation of the Company with any other corporation in which the 
Company’s voting securities outstanding immediately prior to such merger or consolidation represent 50% or less of the combined 
voting securities of the Company immediately after such merger or consolidation; (iv) any sale or transfer of all or substantially all 
of the Company’s assets, other than a sale or transfer with a corporation where the Company owns at least 80% of the combined 
voting power of such corporation or its parent after such transfer; or (v) any other event that the continuing directors determine to be 
a change in control; provided however, with respect to (i), (iii) and (v) above, there shall be no change in control if shareholders of the 
Company own more than 50% of the combined voting power of the voting securities of the Company or the surviving entity or any 
parent immediately following such transaction in substantially the same proportion to each other as prior to such transaction.

In addition to the foregoing, the NEOs would also be eligible to participate in the Company’s welfare employee benefit programs 
for the severance period (three years for the Chair and CEO and two and one-half years for the other NEOs). For purposes 
of determining eligibility for applicable post-retirement welfare benefits, the NEO would be credited with any combination of 
additional years of service and age, not exceeding 10 years, to the extent necessary to qualify for such benefits. Mr. Regnery is 
the only active NEO eligible for subsidized retiree medical benefits (only until age 65) due to his age and service as of January 1, 
2003, when eligibility for the retiree medical benefit was frozen. The Company would also provide each NEO up to $100,000 of 
outplacement services.

In the event of a change in control, participants in the EOSP and KMP would be immediately vested. A termination within two years 
following a change in control also triggers the payment of an enhanced benefit, whereby three years would be added to both 
age and service with the Company under the EOSP or KMP. In addition, the “final average pay” under the EOSP or KMP would be 
calculated as 40% of their severance benefit under the change-in-control agreement. These percentages reflect an annualized value 
of severance payments that would be provided in accordance with their respective agreements.

70

EXECUTIVE COMPENSATIONUnder the Company’s 2018 Incentive Stock Plan, time-based awards will only vest and become exercisable or payable, as applicable, 
on a change in control (as defined in the 2018 Incentive Stock Plan) if they are not assumed, substituted or otherwise replaced in 
connection with the change in control. If the awards are assumed or continued after the change in control, the Committee may 
provide that such awards will be subject to automatic vesting acceleration upon a participant’s involuntary termination within a 
designated period following the change in control. Further, under the 2018 Incentive Stock Plan, PSUs will automatically vest upon a 
change in control of our Company, based on (a) the target level, pro-rated to reflect the period the participant was in service during 
the performance period or (b) the actual performance level attained, in each case, as determined by the Committee.

Major Restructuring
The Company has adopted a Major Restructuring Severance Plan (the “Severance Plan”) that provides a cash severance payment 
in the event a participant’s employment is terminated due to an involuntary loss of job without “cause” (as defined in the Severance 
Plan) or a “good reason” (as defined in the Severance Plan), provided that the termination is substantially related to or a result of a 
Major Restructuring. The cash severance payment would be equal to two and one-half times (for the Chair and CEO) or two times 
(for other NEOs) (a) current base salary, and (b) current target AIM award. As of December 31, 2021, the value of cash severance for 
NEOs was: Mr. Regnery, $7,500,000; Mr. Kuehn, $2,900,000; Ms. Avedon, $2,775,000; Mr. Camuti, $2,275,500 and Mr. Turtz, $1,955,000.

Participants would also receive a prorated portion of their target AIM award, based on actual Company and individual performance 
during the fiscal year in which termination of employment occurred. Participants in the EOSP or KMP who are not vested in such plans 
would also receive a cash payment equal to the amount of the benefit to which they would have been entitled if they were vested.

In addition, the Company’s equity awards provide that employees who terminate employment due to an involuntary loss of 
job without “Cause” (as defined in the applicable award agreement) or for “Good Reason” (as defined in the applicable award 
agreement) within one year of completion of a Major Restructuring will, provided that the termination is substantially related to the 
Major Restructuring, (i) immediately vest in all unvested stock options and may exercise all vested stock options at any time within 
the following three-year period (five years if retirement eligible) or the remaining term of the stock option, if shorter, (ii) immediately 
vest in all RSUs, except that retirement eligible participants with at least five years of service would continue their existing vesting 
schedule, and (iii) receive a prorated payout of outstanding PSUs based on actual performance at the end of performance period. As 
of December 31, 2021, the value of unvested equity awards was: Mr. Regnery, $15,207,115; Mr. Kuehn, $7,348,221; Ms. Avedon, $9,018,747; 
Mr. Camuti, $7,252,704 and Mr. Turtz, $2,845,603.

A “Major Restructuring” is defined as a reorganization, recapitalization, extraordinary stock dividend, merger, sale, spin-off or other 
similar transaction or series of transactions, which individually or in the aggregate, has the effect of resulting in the elimination of 
all, or the majority of, any one or more of the Company’s business segments, so long as such transaction or transactions do not 
constitute a Change in Control (as defined in the applicable plan).

2021 Post-Employment Benefits Table

The following table describes the compensation to which each of the NEOs would be entitled in the event of termination of such 
executive’s employment on December 31, 2021, including termination following a change in control. The potential payments were 
determined under the terms of our plans and arrangements in effect on December 31, 2021. The table does not include the pension 
benefits or nonqualified deferred compensation amounts that would be paid to an NEO, which are set forth in the Pension Benefits 
table and the Nonqualified Deferred Compensation table above, except to the extent that the NEO is entitled to an additional benefit 
as a result of the termination. The table does not include Mr. Lamach who retired from the Company on December 31, 2021.

Name

D. S. Regnery

Severance(a)

Earned but Unpaid AIM Award(s)(b)

PSP Award Payout(c)

Value of Unvested Equity Awards(d)

Enhanced Retirement Benefits(e)

Outplacement(f)

Health Benefits(g)

Total

Voluntary 
Resignation/ 
Retirement  
($)

Involuntary 
Without 
Cause 
($)

Involuntary 
With Cause 
($)

Change in 
Control 
($)

Disability 
($)

Death 
($)

—

2,224,399

5,808,160

9,398,955

—

—

—

2,400,000

1,800,000

5,808,160

9,398,955

11,400

—

— 9,000,000

—

—

—

850,000

2,224,399

2,224,399

— 5,808,363

5,808,160

5,808,160

— 9,398,955

9,398,955

9,398,955

— 9,276,978

—

—

100,000

123,408

—

—

—

—

—

—

17,431,514

19,418,515

— 34,557,703

17,431,514

17,431,514

71

EXECUTIVE COMPENSATION2022 Proxy StatementName

C. J. Kuehn

Severance(a)

Earned but Unpaid AIM Award(s)(b)

PSP Award Payout(c)

Value of Unvested Equity Awards(d)

Enhanced Retirement Benefits(e)

Outplacement(f)

Health Benefits(g)

Total

M. J. Avedon

Severance(a)

Earned but Unpaid AIM Award(s)(b)

PSP Award Payout(c)

Value of Unvested Equity Awards(d)

Enhanced Retirement Benefits(e)

Outplacement(f)

Health Benefits(g)

Total

P. A. Camuti

Severance(a)

Earned but Unpaid AIM Award(s)(b)

PSP Award Payout(c)

Value of Unvested Equity Awards(d)

Enhanced Retirement Benefits(e)

Outplacement(f)

Health Benefits(g)

Total

E. M. Turtz

Severance(a)

Earned but Unpaid AIM Award(s)(b)

PSP Award Payout(c)

Value of Unvested Equity Awards(d)

Enhanced Retirement Benefits(e)

Outplacement(f)

Health Benefits(g)

Total

Voluntary 
Resignation/ 
Retirement  
($)

Involuntary 
Without 
Cause 
($)

Involuntary 
With Cause 
($)

Change in 
Control 
($)

Disability 
($)

Death 
($)

—

—

—

—

—

—

—

—

—

1,060,169

3,604,013

5,414,734

—

—

—

641,346

— 3,625,000

—

—

—

—

—

—

11,400

—

652,746

750,000

637,500

3,604,013

5,414,734

—

11,400

—

—

680,000

1,205,682

1,205,682

— 2,435,472

2,435,472

2,435,472

— 4,912,749

4,912,749

4,912,749

— 2,150,331

—

—

100,000

59,613

—

—

—

—

—

—

— 13,963,165

8,553,903

8,553,903

— 3,585,051

—

—

—

603,500

1,060,169

1,060,169

— 7,234,918

3,604,013

3,604,013

— 5,414,734

5,414,734

5,414,734

— 3,042,051

—

—

100,000

41,018

—

—

—

—

—

—

10,078,916

10,417,647

— 20,021,272

10,078,916

10,078,916

—

827,942

2,834,077

4,418,627

—

—

—

615,000

827,942

2,834,077

4,418,627

—

11,400

—

— 2,844,375

—

—

—

501,500

827,942

827,942

— 2,834,077

2,834,077

2,834,077

— 4,418,627

4,418,627

4,418,627

— 1,998,106

—

—

100,000

40,258

—

—

—

—

—

—

8,080,646

8,707,046

— 12,736,943

8,080,646

8,080,646

575,000

— 2,443,750

—

—

—

—

—

—

—

—

—

—

—

—

11,400

—

586,400

—

—

371,000

802,261

—

637,488

802,261

—

637,488

802,261

— 2,043,342

2,043,342

2,043,342

— 2,620,937

—

—

100,000

58,245

—

—

—

—

—

—

— 8,439,535

3,483,091

3,483,091

(a)  For the “Involuntary without Cause” column, for those NEOs who do not have a formal separation agreement, the current severance guidelines permit 

payment of up to one year’s base salary provided that such termination was not eligible for severance benefits under the Major Restructuring Severance 
Plan. Because of his service, Mr. Kuehn’s severance is equal to 46 weeks rather than 52. For the amounts shown under the “Change in Control” columns, refer 
to the description of how severance is calculated in the section above, entitled Post-Employment Benefits.

(b)  For the “Voluntary Resignation/Retirement” column, the amount shown is only provided in the case of a voluntary retirement; for resignation the NEO 
would not receive an AIM award. For the “Involuntary without Cause” column, the amount for Mr. Regnery and Ms. Avedon it represents the target AIM 
award pursuant to the terms of their respective employment agreements; Mr. Camuti is retirement eligible therefore under the terms of the AIM program 
would receive an award and (ii) prorated AIM awards (up to target) that may be paid to the other NEOs depending on the circumstances and timing of the 
termination. For the amounts under “Change in Control,” these amounts represent the award paid in 2021 for the 2020 performance period based on the 
Change in Control agreements in place.

(c)  For the “Involuntary without Cause” column, these amounts represent the cash value of the prorated PSU award payout to the NEOs as a result of their 

retirement eligibility at December 31, 2021. For the “Change in Control” column for Ms. Avedon, this amount represents the cash value of the PSU award payout, 
based on the appropriate multiple. For the “Change in Control” column for Mr. Regnery, Mr. Kuehn, Mr. Camuti and Mr. Turtz, these values represent what would 
be provided under the terms of the 2018 Plan, which provides for either a pro-rated payment for all outstanding awards at target or a payment based on actual 
performance, as determined by the Committee. For the “Retirement,” “Disability” and “Death” columns, amounts represent the cash value of the prorated portion 
of their PSUs that vest upon such events assuming performance at target. Amounts for each column are based on the closing stock price of the ordinary shares 
on December 31, 2021 ($202.03).

72

EXECUTIVE COMPENSATION(d)  The amounts shown for “Retirement,” “Involuntary without Cause,” “Change in Control,” “Death” and “Disability” represent (i) the value of the unvested RSUs, 

which is calculated based on the number of unvested RSUs multiplied by the closing stock price of the ordinary shares on December 31, 2021 ($202.03), and 
(ii) the intrinsic value of the unvested stock options, which is calculated based on the difference between the closing stock price of the ordinary shares on 
December 31, 2021 ($202.03) and the relevant exercise price. However, only in the event of termination following a “Change in Control” or termination due to 
“Death” or “Disability” is there accelerated vesting of unvested awards. For “Retirement,” the awards do not accelerate but continue to vest on the same basis 
as active employees. Mr. Regnery, Mr. Camuti and Ms. Avedon are retirement eligible.

(e) 

(f) 

In the event of a change in control of the Company and termination of the NEOs, the present value of the pension benefits under the EOSP, KMP and 
Supplemental Pension Plan would be paid out as lump sums. While there is no additional benefit to the NEOs as a result of either voluntary retirement/ 
resignation and/or involuntary resignation without cause, there are differences (based on the methodology mandated by the SEC) between the numbers that 
are shown in the Pension Benefits Table and those that would actually be payable to the NEO under these termination scenarios.

For the “Involuntary without Cause” column, each NEO is eligible for outplacement services for a twelve-month period, not to exceed $11,400. For the “Change 
in Control” column, the amount represents the maximum expenses the Company would reimburse the NEO for professional outplacement services.

(g)  Represents the COBRA cost of health and welfare coverage (for medical, dental and vision) along with the cost of basic life and AD&D. The cost for “Change 

in Control” represents continued active coverage for the severance period. For Mr. Regnery, the value shown includes the cost for retiree coverage.

CEO Pay Ratio

The ratio of our CEO’s total compensation to our median employee’s total compensation (the “CEO Pay Ratio”) is a reasonable 
estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Due to the flexibility afforded by Item 402(u) in 
calculating the CEO Pay Ratio, the ratio may not be comparable to CEO pay ratios presented by other companies.

We chose to maintain the same median employee for our CEO Pay Ratio calculation in 2021 as there were no changes to our 
employee population or employee compensation arrangements during 2021 that we believe would result in a significant change 
to our pay ratio disclosure. We identified our median employee using our global employee population as of October 31, 2020 
(the “Determination Date”). Our in-scope employees consisted of our full-time, part-time, seasonal and temporary employees and 
excluded independent contractors and leased workers. To determine our median employee, we used annual base salary as our 
consistently applied compensation measure for 2020 (the “2020 CACM”). For commission-based employees, actual earnings 
were considered their base salary. In identifying our median employee, we further annualized pay for those full-time and part-time 
employees (but not seasonal and temporary employees) who commenced work during 2020. The median employee identified had 
anomalous total annual compensation related to a facility closure. We, therefore, substituted an employee with the next lowest annual 
base pay, which is a practice we will continue if future median employees work in a facility where closure has been announced. We 
believe that annual base salary provides a reasonable estimate of annual compensation of our employees.

After identifying the median employee, we calculated the median employee’s total annual compensation in accordance with the 
requirements of the Summary Compensation Table. Based on such calculation, our median employee’s total compensation was 
$63,916, while our CEO’s compensation was $12,888,518. Accordingly, our CEO Pay Ratio was 202:1.

Equity Compensation Plan Information

The following table provides information as of December 31, 2021, with respect to the Company’s ordinary shares that may be issued 
under equity compensation plans:

Plan Category

Equity compensation plans approved by 
security holders(a)

Equity compensation plans not approved by 
security holders(b)

Total

Number of Securities to 
Be Issued Upon Exercise 
of Outstanding Options, 
Warrants and Rights

Weighted Average 
Exercise Price 
of Outstanding Options, 
Warrants and Rights

Number of Securities 
Remaining Available for 
Future Issuance Under 
Equity Compensation 
Plans (Excluding Securities 
Reflected in First Column)

5,583,986

721,467

6,305,453

$ 83.39

—

13,720,978

—

(a)  Consists of the 2007 Plan, the 2013 Plan and the 2018 Plan.

(b)  Consists of the EDCP, the Trane Technologies Directors Deferred Compensation Plan (the “DDCP I”), the Trane Technologies Directors Deferred 

Compensation and Stock Award Plan II (the “DDCP II” and, together with the DDCP I, the “DDCP”), and the Trane Deferred Compensation Plan (the “TDCP”). 
Plan participants acquire Company shares under these plans as a result of the deferral of salary or directors’ fees, AIM awards and PSUs.

73

EXECUTIVE COMPENSATION2022 Proxy StatementInformation Concerning Voting 
and Solicitation

Why Did I Receive This Proxy Statement?

We sent you this Proxy Statement or a Notice of Internet Availability of Proxy Materials (“Notice”) because our Board of Directors is 
soliciting your proxy to vote at the Annual General Meeting. This Proxy Statement summarizes the information you need to know to 
vote on an informed basis.

Why Are There Two Sets of Financial Statements 
Covering the Same Fiscal Period?

U.S. securities laws require us to send you our 2021 Form 10-K, which includes our financial statements prepared in accordance with 
GAAP. These financial statements are included in the mailing of this Proxy Statement. Irish law also requires us to provide you with our 
Irish Financial Statements for our 2021 fiscal year, including the reports of our Directors and auditors thereon, which accounts have been 
prepared in accordance with Irish law. The Irish Financial Statements are available on the Company’s website at www.tranetechnologies.
com under the heading “Investors – Irish Statutory Accounts” and will be laid before the Annual General Meeting.

How Do I Attend the Annual General Meeting?

In light of any COVID-19 measures that may be in place in Ireland and the United States on the date of the Annual General Meeting, 
we strongly encourage all shareholders to submit proxy forms to ensure they can vote and be represented at the Annual General 
Meeting without attending in person. Shareholders are encouraged to keep up-to-date with, and follow, the guidance from the 
Government of Ireland and the Department of Health (of Ireland) and other local health departments as circumstances may change 
at short notice.

Taking into account the latest guidance from the Government of Ireland, particularly in relation to indoor public gatherings, it is 
possible the Annual General Meeting Annual General Meeting may be adjourned to a different time and/ or venue, in each case 
notification of such adjournment will be given in accordance with Company’s constitution. Any announcements of changes or 
updates to the arrangements for the Annual General Meeting will be made available at www.tranetechnologies.com.

Due to travel restrictions and health concerns, the Directors may participate by telephone instead of attending in person, there may 
be significantly reduced attendance by Company personnel and the meeting will be conducted as efficiently as possible.

In the event that the Annual General Meeting can proceed as normal, in order to be admitted, you must present a form of personal 
identification and evidence of share ownership.

If you are a shareholder of record, evidence of share ownership will be either (1) an admission ticket, which is attached to the proxy card 
and must be separated from the proxy card and kept for presentation at the meeting if you vote your proxy by mail, or (2) a Notice.

If you own your shares through a bank, broker or other holder of record (“street name holders”), evidence of share ownership will be 
either (1) your most recent bank or brokerage account statement, or (2) a Notice. If you would rather have an admission ticket, you 
can obtain one in advance by mailing a written request, along with proof of your ownership of the Company’s ordinary shares, to:

Secretary 
Trane Technologies plc 
170/175 Lakeview Dr. 
Airside Business Park 
Swords, Co. Dublin 
Ireland

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be  
permitted at the Annual General Meeting.

74

Who May Vote?

You are entitled to vote if you beneficially owned the Company’s ordinary shares at the close of business on April 8, 2022, the Record 
Date. At that time, there were 233,842,483 of the Company’s ordinary shares outstanding and entitled to vote. Each ordinary share 
that you own entitles you to one vote on all matters to be voted on a poll at the Annual General Meeting.

How Do I Vote?

Shareholders of record can cast their votes by proxy by:

• using the Internet and voting at www.proxyvote.com;
• calling 1-800-690-6903 and following the telephone prompts; or
• completing, signing and returning a proxy card by mail.
If you received a Notice and did not receive a proxy card, you may request one at sendmaterial@proxyvote.com.

The Notice is not a proxy card and it cannot be used to vote your shares.

If you are a shareholder of record and you choose to submit your proxy by telephone by calling the toll-free number on your proxy 
card, your use of that telephone system and in particular the entry of your pin number/other unique identifier, will be deemed to 
constitute your appointment, in writing and under hand, and for all purposes of the Companies Act 2014, of the persons named on 
the proxy card as your proxy to vote your shares on your behalf in accordance with your telephone instructions.

Subject to guidance from the Government of Ireland at the time of the Annual General Meeting, shareholders of record may also vote 
their shares directly by attending the Annual General Meeting and casting their vote in person or appointing a proxy (who does not 
have to be a shareholder) to attend the Annual General Meeting and casting votes on their behalf in accordance with their instructions.

Street name holders must vote their shares in the manner prescribed by their bank, brokerage firm or nominee. Street name holders 
who wish to vote in person at the Annual General Meeting must obtain a legal proxy from their bank, brokerage firm or nominee. Street 
name holders will need to bring the legal proxy with them to the Annual General Meeting and hand it in with a signed ballot that is 
available upon request at the meeting. Street name holders will not be able to vote their shares at the Annual General Meeting without a 
legal proxy and a signed ballot.

Taking the Company’s Covid-19 guidance about attending in person into consideration, even if you plan to attend the Annual General 
Meeting, we recommend that you vote by proxy as described above so that your vote will be counted if you later decide not to attend 
the meeting.

In order to be timely processed, your vote must be received by 11:59 p.m. Eastern Time on June 1, 2022  
(or, if you are a street name holder, such earlier time as your bank, brokerage firm or nominee may require).

How May Employees Vote under Our Employee Plans?

If you participate in the ESP, the Trane Technologies Company Employee Savings Plan for Bargained Employees, the Trane 
Technologies Retirement Savings Plan for Participating Affiliates in Puerto Rico, or the Trane 401(k) and Thrift Plan, then you may 
be receiving these materials because of shares held for you in those plans. In that case, you may use the enclosed proxy card to 
instruct the plan trustees of those plans how to vote your shares, or give those instructions by telephone or over the Internet. They 
will vote these shares in accordance with your instructions and the terms of the plan. The plan trustees will not disclose to the 
Company how any individual employee instructed the plan trustees to vote their shares.

To allow plan administrators to properly process your vote, your voting instructions  
must be received by 11:59 p.m. Eastern Time on May 27, 2022.

If you do not provide voting instructions for shares held for you in any of these plans, the plan trustees will vote these shares in the 
same ratio as the shares for which voting instructions are provided.

75

INFORMATION CONCERNING VOTING AND SOLICITATION2022 Proxy StatementMay I Revoke My Proxy?

You may revoke your proxy at any time before it is voted at the Annual General Meeting in any of the following ways:

• by notifying the Company’s Secretary in writing: c/o Trane Technologies plc, 170/175 Lakeview Drive., Airside Business Park, Swords, 

Co. Dublin, Ireland;

• by submitting another properly signed proxy card with a later date or another Internet or telephone proxy at a later date but prior 

to the close of voting described above; or

• by voting in person at the Annual General Meeting.
Merely attending the Annual General Meeting does not revoke your proxy. To revoke a proxy, you must take one of the actions 
described above.

How Will My Proxy Get Voted?

If your proxy is properly submitted, your proxy holder (one of the individuals named on the proxy card) will vote your shares as you 
have directed. If you are a street name holder, the rules of the NYSE permit your bank, brokerage firm or nominee to vote your shares 
on Items 3, 4, 5 and 6 (routine matters) if it does not receive instructions from you. However, your bank, brokerage firm or nominee 
may not vote your shares on Items 1 and 2 (non-routine matters) if it does not receive instructions from you (“broker non-votes”). 
Broker non-votes will not be counted as votes for or against the non-routine matters, but rather will be regarded as votes withheld 
and will not be counted in the calculation of votes for or against the resolution.

If you are a shareholder of record and you do not specify on the proxy card you send to the Company (or when giving your proxy 
over the Internet or telephone) how you want to vote your shares, then the Company-designated proxy holders will vote your 
shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement and as the proxy 
holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting.

What Constitutes a Quorum?

The presence (in person or by proxy) of shareholders entitled to exercise a majority of the voting power of the Company on the 
Record Date is necessary to constitute a quorum for the conduct of business. Abstentions and broker non-votes are treated as 
“shares present” for the purposes of determining whether a quorum exists.

What Vote is Required to Approve Each Proposal?

A majority of the votes cast at the Annual General Meeting is required to approve each of Items 1, 2, 3 and 4. A majority of the votes 
cast means that the number of votes cast “for” an Item must exceed the number of votes cast “against” that Item. Items 5 and 6 are 
considered special resolutions under Irish law and require 75% of the votes cast for approval.

Although abstentions and broker non-votes are counted as “shares present” at the Annual General Meeting for the purpose of 
determining whether a quorum exists, they are not counted as votes cast either “for” or “against” the resolution and, accordingly, will 
not affect the outcome of the vote.

Who Pays the Expenses of This Proxy Statement?

We have hired Alliance Advisors, LLC to assist in the distribution of proxy materials and the solicitation of proxies for a fee estimated 
at $15,000 plus out-of-pocket expenses. Proxies will be solicited on behalf of our Board of Directors by mail, in person, by telephone 
and through the Internet. We will bear the cost of soliciting proxies. We will also reimburse brokers and other custodians, nominees 
and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to the persons for whom they hold shares.

How Will Voting on Any Other Matter be Conducted?

Although we do not know of any matters to be presented or acted upon at the Annual General Meeting other than the items 
described in this Proxy Statement, if any other matter is proposed and properly presented at the Annual General Meeting, the proxy 
holders will vote on such matters in accordance with their best judgment.

76

INFORMATION CONCERNING VOTING AND SOLICITATIONSecurity Ownership of Certain 
Beneficial Owners and Management

The following table sets forth as of the Record Date, the beneficial ownership of our ordinary shares by (i) each director of the 
Company, (ii) each executive officer of the Company named in the Summary Compensation Table below, and (iii) all directors and 
executive officers of the Company as a group:

Name

K. E. Arnold

A. C. Berzin

A. Miller Boise

J. Bruton

J. L. Cohon

G. D. Forsee

L. P. Hudson

M. P. Lee

J. P. Surma

T. L. White

D. S. Regnery

C.J. Kuehn

M. J. Avedon

P. A. Camuti

E. M. Turtz

M. W. Lamach

Ordinary 
Shares(a)

Notional 
Shares(b)

Options 
Exercisable 
Within 
60 Days(c)

3,739

32,024

887

11,307

26,021

30,319

6,858

7,381

11,116

29,776

95,683

31,246

47,295

34,272

17,274

102,835

—

46,976

—

—

—

—

—

—

—

66,338

605

10,981

57,107

58,492

6,824

86,694

—

—

—

—

—

—

—

—

—

—

210,788

46,338

54,379

89,755

15,474

144,220

596,625

All directors and executive officers as a group (20 persons)(d)

519,728

441,398

(a)  Represents (i) ordinary shares held directly; (ii) ordinary shares held indirectly through a trust; (iii) unvested shares, including any RSUs or PSUs, and ordinary 
shares and ordinary share equivalents notionally held under the TDCP that may vest or are distributable within 60 days of the Record Date; and (iv) ordinary 
shares held by the trustee under the ESP for the benefit of executive officers. No director or executive officer of the Company beneficially owns 1% or more 
of the Company’s ordinary shares.

(b)  Represents ordinary shares and ordinary share equivalents notionally held under the DDCP, and the EDCP that are not distributable within 60 days of the 

Record Date.

(c)  Represents ordinary shares as to which directors and executive officers had stock options exercisable within 60 days of the Record Date, under the 

Company’s Incentive Stock Plans.

(d)  The Company’s ordinary shares beneficially owned by all directors and executive officers as a group (including shares issuable under exercisable options) 

aggregated approximately 0.74% of the total outstanding ordinary shares. Ordinary shares and ordinary share equivalents notionally held under the DDCP, the 
EDCP and the TDCP and ordinary share equivalents resulting from dividends on deferred stock awards are not counted as outstanding shares in calculating 
these percentages because they are not beneficially owned; the directors and executive officers have no voting or investment power with respect to these 
shares or share equivalents.

77

2022 Proxy Statement 
 
 
The following table sets forth each shareholder which is known by us to be the beneficial owner of more than 5% of the outstanding 
ordinary shares of the Company based solely on the information filed by such shareholder on Schedule 13D or filed by such 
shareholder in 2021 for the year ended December 31, 2021 on Schedule 13G under the Securities Exchange Act of 1934:

Name and Address of Beneficial Owner

BlackRock, Inc.(b)
55 East 52nd Street  
New York, NY 10055

JPMorgan Chase & Co.(c)
383 Madison Avenue
New York, NY 10179

The Vanguard Group(d)
100 Vanguard Blvd.
Malvern, PA 19355

Amount and
Nature of
Beneficial
Ownership

Percent 
of Class(a)

19,659,375

8.4%

17,652,938

7.5%

18,055,927

7.6%

(a)  The ownership percentages set forth in this column are based on the Company’s outstanding ordinary shares on the Record Date and assumes that each of 

the beneficial owners continued to own the number of shares reflected in the table above on such date.

Information regarding BlackRock, Inc. and its stockholdings was obtained from a Schedule 13G/A filed with the SEC on February 3, 2022. The filing indicated that, 
as of December 31, 2021, BlackRock, Inc. had sole voting power as to 16,933,211 of such shares, shared voting power as to none of such shares, sole dispositive 
power as to 19,659,375 of such shares and shared dispositive power as to none of such shares.

Information regarding JPMorgan Chase & Co. and its stockholdings was obtained from a Schedule 13G filed with the SEC on January 28, 2022. The filing 
indicated that, as of December 31, 2021, JPMorgan Chase & Co. had sole voting power as to 16,621,411 of such shares, shared voting power as to 110,811 of 
such shares, sole dispositive power as to 17,508,281 of such shares and shared dispositive power as to 141,895 of such shares.

Information regarding the Vanguard Group and its stockholdings was obtained from a Schedule 13G/A filed with the SEC on February 9, 2022. The filing 
indicated that, as of December 31, 2021, the Vanguard Group had sole voting power as to none of such shares, shared voting power as to 392,012 of such 
shares, sole dispositive power as to 17,079,507 of such shares and shared dispositive power as to 976,420 of such shares.

(b) 

(c) 

(d) 

78

SECURITY OWNERSHIP 
 
Certain Relationships and Related 
Person Transactions

The Company does not generally engage in transactions in which its executive officers, directors or nominees for directors, any 
of their immediate family members or any of its 5% shareholders have a material interest. Pursuant to the Company’s written 
related person transaction policy, any such transaction must be reported to management, which will prepare a summary of the 
transaction and refer it to the Sustainability, Corporate Governance and Nominating Committee for consideration and approval by 
the disinterested directors. The Sustainability, Corporate Governance and Nominating Committee reviews the material terms of the 
related person transaction, including the dollar values involved, the relationships and interests of the parties to the transaction and 
the impact, if any, to a director’s independence. The Sustainability, Corporate Governance and Nominating Committee only approves 
those transactions that are in the best interest of the Company. In addition, the Company’s Code of Conduct, which sets forth 
standards applicable to all employees, officers and directors of the Company, generally proscribes transactions that could result in 
a conflict of interest for the Company. Any waiver of the Code of Conduct for any executive officer or director requires the approval 
of the Company’s Board of Directors. Any such waiver will, to the extent required by law or the NYSE, be disclosed on the Company’s 
website at www.tranetechnologies.com or on a current report on Form 8-K. No such waivers were requested or granted in 2021.

We have not made payments to directors other than the fees to which they are entitled as directors (described under the heading 
“Compensation of Directors”) and the reimbursement of expenses related to their services as directors. We have made no loans to 
any director or officer nor have we purchased any shares of the Company from any director or officer.

Since June 2020, Ms. Peetz, a director of the Company during 2021 who resigned from the Board in April 2022, has served as chief 
administrative officer of Citigroup Inc. Citigroup or affiliates of Citigroup (“Citigroup”) have acted as Joint Lead Arranger, Joint 
Bookrunner and Syndication Agent in connection with our 2021 refinancing of our $1 billion revolving credit facility and with respect 
to our $1 billion revolving credit facility entered into in April 2018. As agent and lender, Citigroup provides other services under these 
facilities. There were no amounts outstanding under these facilities as of December 31, 2021. Citigroup was paid an arrangement 
fee and an upfront fee in connection in with the refinancing and portfolio management fees relating to upfront and undrawn fees 
on these facilities. In addition, Citigroup provides certain FX and derivatives services to the Company and certain treasury and 
trade solutions relating to cash/bank transactions and trade activity. Total amounts paid to Citi in 2021 for these activities were 
approximately $4.2 million. Our credit facilities were entered into in the ordinary course of business, were made on substantially the 
same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to 
the lender and did not involve more than the normal risk at the time for comparable loans with persons not related to the lender and 
did not involve more than the normal risk of collectability or present other unfavorable features. Our other transactions with Citigroup 
were made in the ordinary course of business on standard terms and conditions. Ms. Peetz does not personally participate in or 
benefit from any aspect of our relationship with Citigroup.

The son of our former Chair and CEO Mr. Michael Lamach is employed by the Company as Sales Manager, Life Science Solutions. He 
is not an executive officer. Mr. Lamach’s son received base salary and commissions of $131,009 in 2021 and a spot bonus of $500. The 
compensation and other terms of employment of Mr. Lamach’s son is similar to the total compensation provided to other employees 
of the same level with similar responsibilities.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who beneficially 
own more than ten percent of the Company’s ordinary shares, to file reports of ownership and reports of changes in ownership with 
the SEC and the NYSE. To the Company’s knowledge, based solely on its review of such forms received by the Company and written 
representations that no other reports were required, all Section 16(a) filing requirements were complied with for the year 2021 other 
than with respect to one late filing of a Form 3 for Ray Pittard due to delayed receipt of EDGAR codes for filing such form.

79

2022 Proxy StatementShareholder Proposals and 
Nominations

Any proposal by a shareholder intended to be presented at the 2023 Annual General Meeting of shareholders of the Company must 
be received by the Company at its registered office at 170/175 Lakeview Drive, Airside Business Park, Swords, Co. Dublin, Ireland, 
Attn: Secretary, no later than December 23, 2022, for inclusion in the proxy materials relating to that meeting. Any such proposal 
must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, in order for such proposals to be 
eligible for inclusion in our 2023 proxy statement.

The Company’s Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for 
election to the Board of Directors in connection with Annual General Meetings of shareholders or pursuant to written shareholder 
consents or who wish to bring other business before a shareholders’ general meeting. All such nominations must be accompanied 
by certain background and other information specified in the Articles of Association. In connection with the 2023 Annual General 
Meeting, written notice of a shareholder’s intention to make such nominations or bring business before the Annual General Meeting 
must be given to the Secretary of the Company not later than March 4, 2023. If the date of the 2023 Annual General Meeting occurs 
more than 30 days before, or 60 days after, the anniversary of the 2022 Annual General Meeting, then the written notice must be 
provided to the Secretary of the Company not later than the seventh day after the date on which notice of such Annual General 
Meeting is given.

In addition, the Company’s Articles of Association separately provide shareholders representing 3% or more of the voting power of 
the Company’s shares with the right, subject to certain terms and conditions, to nominate candidates for election to the Board of 
Directors and have such candidate included in our proxy materials for the applicable Annual General Meeting (“proxy access”). All 
such nominations must be accompanied by certain background and other information specified in the Articles of Association. In 
connection with the 2023 Annual General Meeting, written notice of proxy access nominations must be given to the Secretary of 
the Company not earlier than November 23, 2022 and not later than later than December 23, 2022. If the date of the 2023 Annual 
General Meeting occurs more than 30 days before, or 60 days after, the anniversary of the 2022 Annual General Meeting, then the 
written notice must be provided to the Secretary of the Company not earlier than 120 days prior to the 2023 Annual General Meeting 
and not later than the close of business on the later of (x) the 90th day prior to the 2023 Annual General Meeting or (y) the 10th day 
following the day on which public announcement of the date of the 2023 Annual General Meeting is first made.

The Sustainability, Corporate Governance and Nominating Committee will consider all shareholder recommendations for candidates 
for Board membership, which should be sent to the Committee, care of the Secretary of the Company, at the address set forth 
above. In addition to considering candidates recommended by shareholders, the Committee considers potential candidates 
recommended by current directors, Company officers, employees and others. As stated in the Company’s Corporate Governance 
Guidelines, all candidates for Board membership are selected based upon their judgment, character, achievements and experience 
in matters affecting business and industry. Candidates recommended by shareholders are evaluated in the same manner as director 
candidates identified by any other means.

In order for you to bring other business before a shareholder general meeting, timely notice must be received by the Secretary 
of the Company within the time limits described above. The notice must include a description of the proposed item, the reasons 
you believe support your position concerning the item, and other specified matters. These requirements are separate from and in 
addition to the requirements you must meet to have a proposal included in our Proxy Statement. The foregoing time limits also apply 
in determining whether notice is timely pursuant to rules adopted by the SEC relating to the exercise of discretionary voting authority.

If a shareholder wishes to communicate with the Board of Directors for any other reason, all such communications should be sent in 
writing, care of the Secretary of the Company, or by email at board@tranetechnologies.com.

80

Householding

SEC rules permit a single set of annual reports and proxy statements to be sent to any household at which two or more shareholders 
reside if they appear to be members of the same family. Each shareholder continues to receive a separate proxy card. This 
procedure is referred to as householding. While the Company does not household in mailings to its shareholders of record, a 
number of brokerage firms with account holders who are Company shareholders have instituted householding. In these cases, a 
single proxy statement and annual report will be delivered to multiple shareholders sharing an address unless contrary instructions 
have been received from the affected shareholders. Once a shareholder has received notice from his or her broker that the 
broker will be householding communications to the shareholder’s address, householding will continue until the shareholder is 
notified otherwise or until the shareholder revokes his or her consent. If at any time a shareholder no longer wishes to participate 
in householding and would prefer to receive a separate proxy statement and annual report, he or she should notify his or her 
broker. Any shareholder can receive a copy of the Company’s proxy statement and annual report by contacting the Company at its 
registered office at 170/175 Lakeview Drive, Airside Business Park, Swords, Co. Dublin, Ireland, Attention: Secretary or by accessing it 
on the Company’s website at www.tranetechnologies.com.

Shareholders who hold their shares through a broker or other nominee who currently receive multiple copies of the proxy statement 
and annual report at their address and would like to request householding of their communications should contact their broker.

Dated: April 22, 2022

81

2022 Proxy Statement2021

Financials

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

FORM 10-K

(Mark One) 
   

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021 

or

   

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to              

Commission File No. 001-34400 
TRANE TECHNOLOGIES PLC 
(Exact name of registrant as specified in its charter)

Ireland
(State or other jurisdiction of incorporation or organization)

98-0626632
(I.R.S. Employer Identification No.)

170/175 Lakeview Dr.  
Airside Business Park  
Swords Co. Dublin  
Ireland 

Securities registered pursuant to Section 12(b) of the Act:

(Address of principal executive offices)
Registrant’s telephone number, including area code: +(353) (0) 18707400 

Title of each class
Ordinary Shares, Par Value $1.00 per Share

Trading Symbol
TT

Name of each exchange on which registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   No 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.  Yes   No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant 
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was 
required to submit such files). Yes   No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting 
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company,” 
and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer
Non-accelerated filer




Accelerated filer
Smaller reporting company




Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness 
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 
accounting firm that prepared or issued its audit report. Yes  No 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   No 
The aggregate market value of ordinary shares held by nonaffiliates on June 30, 2021 was approximately $43.7 billion based on the closing 
price of such stock on the New York Stock Exchange.
The number of ordinary shares outstanding of Trane Technologies plc as of February 1, 2022 was 233,538,091.

Portions of the registrant’s proxy statement to be filed within 120 days of the close of the registrant’s fiscal year in connection with the 
registrant’s Annual General Meeting of Shareholders to be held June 2, 2022 are incorporated by reference into Part II and Part III of this 
Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

This page intentionally left blank.

TRANE TECHNOLOGIES PLC

Form 10-K 
For the Fiscal Year Ended December 31, 2021

TABLE OF CONTENTS

Part I

Part II

Part III

Part IV

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.

Item 6.
Item 7.

Item 7A.
Item 8.
Item 9.

Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.

Item 13.
Item 14.
Item 15.
Item 16.
Signatures

Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer 
Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of 
Operations
Quantitative and Qualitative Disclosure About Market Risk
Financial Statements
Changes in and Disagreements with Accountants on Accounting and Financial 
Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related 
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary

Page
6
15
27
27
27
28

29
30

30
47
48

48
48
49
49
50
50

50
50
50
51
62
63

3

2021 Annual Report2021 ANNUAL REPORT 
Cautionary Statement for Forward Looking Statements

Certain statements in this report, other than purely historical information, are “forward-looking statements” within the 
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E 
of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” 
“project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” 
“will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally 
intended to identify forward-looking statements.

Forward-looking statements may relate to such matters as projections of revenue, margins, expenses, tax provisions, 
earnings, cash flows, benefit obligations, share or debt repurchases or other financial items; any statements of the 
plans, strategies and objectives of management for future operations, including those relating to any statements 
concerning expected development, performance or market share relating to our products and services; any statements 
regarding future economic conditions or our performance including our future performance statements related to the 
continued impact of the COVID-19 global pandemic; any statements regarding our sustainability commitments, pending 
investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying 
any of the foregoing. These statements are based on currently available information and our current assumptions, 
expectations and projections about future events. While we believe that our assumptions, expectations and projections are 
reasonable in view of the currently available information, you are cautioned not to place undue reliance on our forward-
looking statements. You are advised to review any further disclosures we make on related subjects in materials we file 
with or furnish to the Securities and Exchange Commission. Forward-looking statements speak only as of the date they 
are made and are not guarantees of future performance. They are subject to future events, risks and uncertainties - many 
of which are beyond our control - as well as potentially inaccurate assumptions, that could cause actual results to differ 
materially from our expectations and projections. We do not undertake to update any forward-looking statements.

Factors that might affect our forward-looking statements include, among other things:

•  impacts of the COVID-19 global pandemic on our business operations, financial results and financial position and on 

the world economy;

•  overall economic, political and business conditions in the markets in which we operate;

•  commodity shortages, supply chain risks and price increases;

•  trade protection measures such as import or export restrictions and requirements, the imposition of tariffs and quotas 

or revocation or material modification of trade agreements;

•  competitive factors in the industries in which we compete;

•  the development, commercialization and acceptance of new and enhanced products and services;

•  other capital market conditions, including availability of funding sources, interest rate fluctuations and other changes in 

borrowing costs;

•  currency exchange rate fluctuations, exchange controls and currency devaluations;

•  the outcome of any litigation, governmental investigations, claims or proceedings;

•  risks and uncertainties associated with the Chapter 11 proceedings for our deconsolidated subsidiaries Aldrich Pump 

LLC (Aldrich) and Murray Boiler LLC (Murray);

•  the impact of potential information technology system failures, vulnerabilities, data security breaches or other 

cybersecurity issues;

•  evolving data privacy and protection laws;

•  intellectual property infringement claims and the inability to protect our intellectual property rights;

•  changes in laws and regulations;

•  health epidemics or pandemics or other contagious outbreaks;

•  climate change, changes in weather patterns, natural disasters and seasonal fluctuations;

•  the outcome of any tax audits or settlements;

•  the strategic acquisition or divestiture of businesses, product lines and joint ventures;

4

2021 ANNUAL REPORT 
•  impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets; 

•  changes in tax laws and requirements (including tax rate changes, new tax laws, new and/or revised tax law 

interpretations and any legislation that may limit or eliminate potential tax benefits resulting from our incorporation in a 
non-U.S. jurisdiction, such as Ireland); and

•  work stoppages, union negotiations, labor disputes and similar issues.

Some of the significant risks and uncertainties that could cause actual results to differ materially from our expectations 
and projections are described more fully in Part I, Item 1A “Risk Factors.” You should read that information in conjunction 
with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this 
report and our Consolidated Financial Statements and related notes in Part II, Item 8 “Financial Statements” of this report. 
We note such information for investors as permitted by the Private Securities Litigation Reform Act of 1995.

5

2021 Annual Report2021 ANNUAL REPORT 
Part I

Item 1. Business

OVERVIEW
Trane Technologies, public limited company (plc), incorporated in Ireland in 2009, and its consolidated subsidiaries 
(collectively we, our, the Company) is a global climate innovator. We bring sustainable and efficient solutions to buildings, 
homes and transportation through our strategic brands, Trane® and Thermo King®, and our environmentally responsible 
portfolio of products, services and connected intelligent controls. We generate revenue and cash primarily through the 
design, manufacture, sales and service of solutions for Heating, Ventilation and Air Conditioning (HVAC) and transport 
refrigeration. As an industry leader with an extensive global install base, our growth strategy includes expanding recurring 
revenue through services and rental options. Our unique business operating system, uplifting culture and highly 
engaged team around the world are also central to our earnings and cash flow growth.

Through our sustainability-focused strategy and purpose to boldly challenge what’s possible for a sustainable world, 
we meet critical needs and growing global demand for innovation that reduces greenhouse gas emissions while 
enabling healthier, efficient indoor environments and safe, reliable delivery of essential temperature-controlled cargo. 
We have announced certain defined sustainability commitments with a goal of achieving these commitments by 2030 
(2030 Sustainability Commitments). Trane Technologies’ bold 2030 Sustainability Commitments have been verified by 
the Science Based Targets initiative (SBTi) and include our ‘Gigaton Challenge’ to reduce customer greenhouse gas 
emissions by a billion metric tons, ‘Leading by Example’ through carbon-neutral operations across our own footprint, and 
‘Opportunity for All’ by building a diverse workforce reflective of our communities. 

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

•  Our Americas segment innovates for customers in North America and Latin America. The Americas segment 

encompasses commercial heating and cooling systems, building controls, and energy services and solutions; 
residential heating and cooling; and transport refrigeration systems and solutions. This segment had 2021 net revenues 
of $11.0 billion.

•  Our EMEA segment innovates for customers in the Europe, Middle East and Africa region. The EMEA segment 
encompasses heating and cooling systems, services and solutions for commercial buildings and industrial 
processing, and transport refrigeration systems and solutions. This segment had 2021 net revenues of $1.9 billion.

•  Our Asia Pacific segment innovates for customers throughout the Asia Pacific region. The Asia Pacific segment 
encompasses heating and cooling systems, services and solutions for commercial buildings and transport 
refrigeration systems and solutions. This segment had 2021 net revenues of $1.2 billion.

6

2021 ANNUAL REPORTPART I

PRODUCTS AND SERVICES
Our principal products and services include the following:

Air conditioners

Air exchangers

Air handlers

Airside and terminal devices

Auxiliary power units (electric and diesel)

Building management systems

Bus air purification systems

Chillers

Coils and condensers

Container refrigeration systems and gensets

Control systems

Cryogenic refrigeration systems

Diesel-powered refrigeration systems

Ductless systems

Indoor air quality assessments and related products for 
HVAC and Transport solutions

Industrial refrigeration

Installation contracting

Large commercial unitary

Light commercial unitary

Motor replacements

Multi-pipe HVAC systems

Package heating and cooling systems

Parts and supplies (aftermarket and OEM)

Performance contracting

Rail refrigeration systems

Rate chambers

Refrigerant reclamation

Repair and maintenance services

Electric-powered trailer refrigeration systems

Rental services

Electric-powered truck refrigeration systems

Self-powered truck refrigeration systems

Energy management services

Facility management services

Furnaces

Geothermal systems

Heat pumps

Home automation

Humidifiers

Service agreements

Temporary heating and cooling systems

Thermostats/controls

Trailer refrigeration systems

Transport heater products

Ultra-low temperature freezers

Unitary systems (light and large)

Hybrid and non-diesel transport refrigeration solutions

Variable refrigerant flow

Hybrid-powered trailer refrigeration

Vehicle-powered truck refrigeration systems

Ice energy storage solutions

Water source heat pumps

These products are sold primarily under our tradenames including Trane® and Thermo King®.

COMPETITIVE CONDITIONS
Our products and services are sold in highly competitive markets throughout the world. Due to the diversity of these 
products and services and the variety of markets served, we encounter a wide variety of competitors that vary by 
product line and services. They include well-established regional or specialized competitors, as well as larger U.S. and 
non-U.S. corporations or divisions of larger companies.

The principal methods of competition in these markets relate to price, quality, delivery, service and support, technology 
and innovation. We are one of the leading manufacturers in the world of HVAC systems and services and transport 
temperature control products and services.

DISTRIBUTION
Our products are distributed by a number of methods, which we believe are appropriate to the type of product. U.S. sales 
are made through branch sales offices, distributors and dealers across the country. Non-U.S. sales are made through 
numerous subsidiary sales and service companies with a supporting chain of distributors throughout the world.

7

2021 Annual Report2021 ANNUAL REPORTPART I

OPERATIONS BY GEOGRAPHIC AREA
Approximately 29% of our net revenues in 2021 were derived outside the U.S. and we sold products in approximately 
100 countries. Therefore, the attendant risks of manufacturing or selling in a particular country, such as currency devaluation, 
nationalization and establishment of common markets, may have an adverse impact on our non-U.S. operations. 

CUSTOMERS
We have no customer that accounted for more than 10% of our consolidated net revenues in 2021, 2020 or 2019. No 
material part of our business is dependent upon a single customer or a small group of customers; therefore, the loss of 
any one customer would not have a material adverse effect on our results of operations or cash flows.

RAW MATERIALS
We manufacture many of the components included in our products, which requires us to source a wide variety of 
commodities. Principal commodities, such as steel, copper and aluminum, are purchased from a large number of 
independent sources around the world, primarily within the region where the products are manufactured. We believe that 
available sources of supply will generally be sufficient for the foreseeable future. 

SEASONALITY
Demand for certain of our products and services is influenced by weather conditions. For instance, sales in our commercial 
and residential HVAC businesses historically tend to be higher in the second and third quarters of the year because this 
represents spring and summer in the U.S. and other northern hemisphere markets, which are the peak seasons for sales 
of air conditioning systems and services. Therefore, results of any quarterly period may not be indicative of expected results 
for a full year and unusual weather patterns or events could positively or negatively affect certain segments of our business 
and impact overall results of operations.

RESEARCH AND DEVELOPMENT
We engage in research and development activities in an effort to introduce new products, enhance existing product 
effectiveness, improve ease of use and reliability as well as expand the various applications for which our products 
may be appropriate. In 2021, we spent $193.5 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. All new 
product development (NPD) programs must complete a Design for Sustainability module within our NPD process to 
ensure that every program has a positive impact on sustainability.

We also have a strong focus on sustaining activities, which include costs incurred to reduce production costs, improve 
existing products, create custom solutions for customers and provide support to our manufacturing facilities. We 
anticipate that we will continue to make significant expenditures for research and development and sustaining activities 
as we look to maintain and improve our competitive position. 

PATENTS AND LICENSES
Our intellectual property rights are important to our business and include numerous patents, trademarks, copyrights, 
trade secrets, proprietary technology, technical data, business processes, and other confidential information. Although 
in 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.

8

2021 ANNUAL REPORTBACKLOG
Our backlog of orders, believed to be firm, at December 31, was as follows:

IN MILLIONS

Americas

EMEA

Asia Pacific

Total

PART I

2021

2020

$ 3,856.7

$ 1,788.0

727.2

852.8

426.2

680.6

$ 5,436.7

$ 2,894.8

These backlog figures are based on orders received and only include amounts associated with our equipment and 
contracting and installation performance obligations. A major portion of our residential products are built in advance of 
order and either shipped or assembled from stock. As a result, we expect to ship a majority of the December 31, 2021 
backlog during 2022. However, orders for specialized machinery or specific customer applications are submitted with 
extensive lead times and are often subject to revision and deferral, and to a lesser extent cancellation or termination. 
During the year ended December 31, 2021, we experienced significant increases in end market demand for our 
sustainability-focused products and services resulting in a higher backlog of orders in the current year as compared 
to prior year. In addition, we are seeing industry-wide supply chain and resource constraints impacting our ability to 
produce and ship product which we are proactively managing. To the extent projects are delayed or there are additional 
supply chain and resource constraints, the timing of our revenue could be affected.

ENVIRONMENTAL MATTERS
We continue to be dedicated to environmental and sustainability programs to minimize the use of natural resources, 
and reduce the utilization and generation of hazardous materials from our manufacturing processes and to remediate 
identified environmental concerns. As to the latter, we are currently engaged in site investigations and remediation 
activities to address environmental cleanup from past operations at current and former manufacturing facilities and off-
site waste disposal facilities.

It is our policy to establish environmental reserves for investigation and remediation activities when it is probable that a 
liability has been incurred and a reasonable estimate of the liability can be made. Estimated liabilities are determined 
based upon existing remediation laws and technologies. Inherent uncertainties exist in such evaluations due to unknown 
environmental conditions, changes in government laws and regulations, and changes in cleanup technologies. The 
environmental reserves are updated on a routine basis as remediation efforts progress and new information becomes 
available.  

We are sometimes a party to environmental lawsuits and claims and have received notices of potential violations of 
environmental laws and regulations from the Environmental Protection Agency and similar state and international 
authorities. We have also been identified as a potentially responsible party (PRP) for cleanup costs associated with off-site 
waste disposal at federal Superfund and state remediation sites. In most instances at multi-party sites, our share of the 
liability is not material.

In estimating our liability at multi-party sites, we have assumed that we will not bear the entire cost of remediation of any 
site to the exclusion of other PRPs who may be jointly and severally liable. The ability of other PRPs to participate has 
been taken into account, based on our understanding of the parties’ financial condition and probable contributions on a 
per site basis. 

For a further discussion of our potential environmental liabilities, see Note 21 to the Consolidated Financial Statements.

SEPARATION OF INDUSTRIAL SEGMENT BUSINESSES
On February 29, 2020 (Distribution Date), we completed our Reverse Morris Trust transaction (the Transaction) with 
Gardner Denver Holdings, Inc. (Gardner Denver, which changed its name to Ingersoll Rand Inc. (Ingersoll Rand) after the 
Transaction) whereby we distributed Ingersoll-Rand U.S. HoldCo, Inc., which contained our former Industrial segment 
(Ingersoll Rand Industrial) through a pro rata distribution (the Distribution) to shareholders of record as of February 24, 2020. 
Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Ingersoll Rand. Upon close of the Transaction, our 

9

2021 Annual Report2021 ANNUAL REPORTPART I

existing shareholders received 50.1% of the shares of Ingersoll Rand common stock on a fully-diluted basis and Gardner 
Denver stockholders retained 49.9% of the shares of Ingersoll Rand on a fully diluted basis. As a result, our shareholders 
received .8824 shares of Ingersoll Rand common stock with respect to each share owned as of February 24, 2020. In 
connection with the Transaction, we received a special cash payment of $1.9 billion. 

During the year ended December 31, 2021, we paid Ingersoll Rand $49.5 million to settle certain items related to the 
Transaction. This payment was related to working capital, cash and indebtedness amounts as of the Distribution Date, as 
well as funding levels related to pension plans, non-qualified deferred compensation plans and retiree health benefits. 
We recorded the settlement as a reduction to Retained earnings during the first quarter of 2021. 

After the Distribution Date, we do not beneficially own any Ingersoll Rand Industrial shares of common stock and no 
longer consolidate Ingersoll Rand Industrial in our financial statements. The historical results of Ingersoll Rand Industrial 
are presented as a discontinued operation in the Consolidated Statements of Earnings and Consolidated Statements of 
Cash Flows. 

ASBESTOS-RELATED MATTERS
On June 18, 2020 (Petition Date), our indirect wholly-owned subsidiaries Aldrich and Murray each filed a voluntary petition 
for reorganization 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 in Charlotte (the Bankruptcy Court). 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 goal of these Chapter 11 filings is to resolve equitably and permanently all current and future asbestos-related claims 
in a manner beneficial to claimants, Aldrich and Murray through court approval of a plan of reorganization that would 
create a trust pursuant to section 524(g) of the Bankruptcy Code, establish claims resolution procedures for all current 
and future asbestos-related claims against Aldrich and Murray and channel such claims to the trust for resolution in 
accordance with those procedures.

On September 24, 2021, Aldrich and Murray filed the plan of reorganization (the Plan) with the Bankruptcy Court. The Plan 
is supported by, and reflects the agreement in principle reached with the court-appointed legal representative of future 
asbestos claimants (the FCR). In connection with the Plan, Aldrich and Murray filed a motion with the Bankruptcy Court 
to create a $270.0 million trust intended to constitute a “qualified settlement fund” within the meaning of the Treasury 
Regulations under Section 468B of the Internal Revenue Code (QSF). The funds held in the QSF would be available to 
provide funding for the Section 524(g) Trust upon effectiveness of the Plan. 

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF. The QSF is expected to be funded in the 
first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes 
final and non-appealable. At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to predict whether 
the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the 
Chapter 11 cases will last. The Chapter 11 cases remain pending as of February 7, 2022.

Prior to the Petition Date, certain of our wholly-owned subsidiaries and former companies were named as defendants 
in asbestos-related lawsuits in state and federal courts. In virtually all of the suits, a large number of other companies 
have also been named as defendants. The vast majority of those claims allege injury caused by exposure to asbestos 
contained in certain historical products, primarily pumps, boilers and railroad brake shoes. None of our existing or 
previously-owned businesses were a producer or manufacturer of asbestos.

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

10

2021 ANNUAL REPORTPART I

HUMAN CAPITAL MANAGEMENT
Our people and culture are critical to achieving our operational, financial and strategic success. 

As of December 31, 2021, we employed approximately 37,000 people in nearly 60 countries including approximately 13,000 
outside of the United States. As of December 31, 2021, 25.5% of our global employees were women and 36.4% of our 
employees in the United States were racially and ethnically diverse. In 2021, 29.2% of our new hires globally were women 
and 44.2% of new hires in the United States were racially and ethnically diverse. Approximately 23.1% of leadership and 
management positions were held by women as of December 31, 2021. The diversity amounts included in this section 
exclude current year business acquisitions.

As a result of maintaining a consistent focus on an uplifting culture, our key talent (high performing and high potential 
salaried employees) retention rate excluding retirements in 2021 was 94.6%. Our company-wide (all employees) voluntary 
retention rate excluding retirements was 89.5%.

Culture and Purpose

In 2021, we continued to execute on our purpose to boldly challenge what’s possible for a sustainable world. We are a 
diverse team of inventive, collaborative people who share a passion for making a difference and we believe our core 
Leadership Principles will help guide all employees to live our purpose.

Since its launch in 2006, our annual employee engagement survey has enabled employees to share their experiences 
and perceptions of our Company. Employees provided ratings and written comments for continuous improvement. In 
2021, 89% of our workforce participated in our annual engagement survey and our overall employee engagement score 
remains high reflecting our great commitment to the pride, energy and optimism of our employees.

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 hiring one million Black Americans in the next 
ten years to achieve economic mobility). In addition, we are a 2017 signatory, renewed by Dave Regnery in 2021, to the 
CEO Action for Diversity and Inclusion pledge (the largest CEO-driven business commitment to advance diversity and 
inclusion within the workplace).

We offer company-sponsored forums to promote diversity and inclusion in the workplace including:

•  Bridging Connections – a safe forum created to allow our employees to speak from the heart about a variety of topics 

without fear of retribution.

•  Employee Resources Groups (ERGs) – we sponsor eight ERGs (the Women’s Employee Network, the Black Employee 
Network, the Veterans Employee Resource Group, the Asian Employee Resource Group, the Global Organization of 
Latinos, the Lesbian, Gay, Bisexual, Transgender and Allies (LGBTA) Employee Resource Group, the InterGenerational 
Employee Network, and Visibility). All ERGs are voluntary, open and inclusive organizations that offer employees a 
sense of belonging, networking and learning opportunities. 

•  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 2021, we launched The Elevate Series which encompasses the belonging and advancement of the racial and 
ethnically diverse leaders in our company. This is an extension of the Black Leader Forum in 2019 which was an 
intensive day and a half session bringing together company leaders to learn, deepen a sense of community and build 
upon our strategic intent to advance Black leaders.

11

2021 Annual Report2021 ANNUAL REPORTPART I

Learning and Development

We offer learning and career development opportunities that enhance our employees’ skills and abilities and ensure 
contemporary technical and functional skills and competencies such as innovation, collaboration and leadership. 
Examples of these programs include: 

•  Team Leader Development Program – An eight-week experiential development program that engages, teaches and 

empowers front-line plant leaders to apply continuous improvement methods, make sound business decisions, solve 
problems, and serve as a coach of direct workers.

•  Graduate Training Program (GTP) – A five-month development program designed to prepare university graduate 

engineers for a rewarding career in technical sales. The program prepares sales engineers to sell Trane’s complex 
HVAC systems and energy services. The program, started in 1926, is recognized as the industry’s most comprehensive 
training program and provides intensive technical, business, sales, and leadership training. GTP accelerates careers 
and provides the skills needed to help us to seek to lower the energy intensity of the world.

•  Accelerated Development Program (ADP) – An early career rotational program focused on both functional and 

leadership development, designed to build a pipeline of strong talent for key roles in the organization. Participants 
rotate to multiple geographic locations and business units during the 2.5 year program, while completing diverse 
assignments, and receiving dedicated functional training and developmental experiences. Established in 1979, the ADP 
holds a rich history of developing early talent and spans six functions and four regions.

•  Leadership Development - We invest in custom, key transition leadership development programs for our high potential 

talent from immersive experiential leader acceleration labs to innovative global cohort programs. We partner with 
best-in-class external leadership development experts such as INSEAD, Center for Creative Leadership, and the 
NeuroLeadership Institute to deliver these programs globally each year. Additionally, we offer to our Trane Technologies 
people leaders learning programs to develop their skills in leading their teams, such as building diverse and inclusive 
teams, increasing engagement, and coaching skills.

•  Professional development – We have numerous online courses in professional development skills as varied as working 

virtually, resiliency, Microsoft Teams, unconscious bias, effective communication, alert driving, sustainability, and 
strategic capability initiatives such as product management and other programs that support our strategy of being a 
world class lean enterprise.

•  Compliance Training – Our Compliance Training curriculum covers key topics that are important to protect our 

Company, our people and our customers. Topics include certification in our Code of Conduct, Information Security, 
Understanding and Preventing Sexual Harassment and Human Trafficking Prevention. All salaried employees globally 
complete our annual compliance curriculum.

Employee Volunteerism

In 2021, due to the ongoing challenges connected to the COVID-19 global pandemic, our employees sought out creative 
alternatives to in-person volunteering, including coordinated virtual volunteering events, and digital mentoring. One 
of the year’s highlights was our support of a dynamic multi-state exhibition called Creators Wanted, that introduced 
thousands of junior and senior high school students in multiple U.S. states to the rewarding career pathways available 
in manufacturing. Our teams volunteered hundreds of hours, partnering with the National Association of Manufacturers, 
producing a unique and lasting experience. 

Last year, we introduced a new Global Volunteer Time program to support salaried employees with a full eight-hour 
workday per calendar year to volunteer their time with eligible non-profit organizations. This program was made available 
for hourly employees at select locations. Through the Volunteer Time Off program and individual acts of volunteerism, 
our generous employees around the world contributed more than 10,000 hours of volunteerism in 2021. Our support for 
those in need also included our own colleagues support for one another. Due to the continued impacts of the COVID-19 
pandemic, and an unforeseen weather event in our plant in Tyler, Texas, Trane Technologies employees and the Trane 
Technologies Foundation donated grants to employees facing extraordinary hardship through our Helping Hand 
Fund. These grants totaled approximately $0.6 million, providing approximately 400 employees with critical support for 
themselves and their families.

12

2021 ANNUAL REPORTPART I

Health, Safety and Well-Being

Trane Technologies believes in supporting the total health and safety of our employees. It is even more critical given the 
impact of COVID-19, and we continue to provide expanded support by:

•  Providing 100% of our employees around the world access to at least one company-sponsored wellness activity, 

including implementing a holistic wellness engagement platform globally to support personal needs of employees 
and to provide mental health support resources.

•  Initiating a global workstream to assess mental health, to identify areas of concerns and to implement programs 

and provide resources to support individuals’ mental health needs. Global ERGs sponsored mental health education 
sessions, which included raising awareness of mental health risks and patient health questionnaire (PHQ) assessment 
methods. Through our global Employee Assistance Program, employees received frequent communications on 
resources, targeted to crisis concerns such as mental health, childcare, and education.

•  Accelerating our “Future of Work” initiative to create revised Flex Time and Flex Place policies and resources that vary 
by type of role, continued work-from-home arrangements, and other approaches to ensuring productivity while being 
supportive to employee needs.

•  Providing global employees with up to 4 hours of paid time off per vaccine or booster dose to support and encourage 

all employees to be fully vaccinated for COVID-19.

•  Facilitating the delivery of critical medical resources, including oxygen, to support employees in locations where 

essential supplies were in shortage.

In 2021 we continued our multi-year, world class safety record with a Lost-time Incident Rate below 0.10 and Recordable 
Rate below 1.00. In response to the pandemic, we continue to monitor, track and implement COVID-19 guidance based 
on World Health Organization (WHO), Centers for Disease Control and Prevention (CDC) and other local or country 
specific guidelines. We internally track the number of COVID-19 confirmed cases and keep close contact with those 
who quarantine. We compare these numbers to local community infection rates where available. In our factories, 
we reconfigured over 5,000 workstations to meet the social distancing guidelines. We also completed over 40,000 
observations of our service technicians and manufacturing employees to ensure all employees were following our 
COVID-19 protocols.

Competitive Pay and Benefits

Trane Technologies’ compensation programs and policies are designed to align the compensation of our employees 
with the Company’s performance and strategy: to attract and retain a talented workforce and to meet the needs of 
employees globally. We are committed to providing competitive and equitable wages and benefits that will allow our 
employees to thrive at work and at home. In addition, the structure of our compensation programs balances incentive 
earnings for both long-term and short-term performance, with our annual incentive plan closely tied to our 2030 
sustainability commitments, which includes environmental sustainability and workforce diversity goals, in addition to 
financial goals.

Trane Technologies’ benefits programs and policies are designed to support the wellbeing of employees so they can 
thrive at work and at home. Purpose-driven and locally relevant benefits programs are provided globally. In addition to 
core and competitive medical, welfare and retirement programs, benefit offerings include programs to support work-life 
balance, including:

•  Expanded family support programs inclusive of child and elder back-up care programs;

•  Enhanced parental leave programs; and 

•  Tuition reimbursement to support the ongoing growth and development of our employees.

Our proxy statement provides more detail on the competitive compensation and benefit programs we offer.

AVAILABLE INFORMATION
We have used, and intend to continue to use, the homepage, the investor relations and the “News” section of our website 
(www.tranetechnologies.com), among other sources such as press releases, public conference calls and webcasts, as 
a means of disclosing additional information, which may include future developments regarding the Company and/or 

13

2021 Annual Report2021 ANNUAL REPORTPART I

material non-public information. We encourage investors, the media, and others interested in our Company to review the 
information it makes public in these locations on its website.

We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange 
Commission under the Securities Exchange Act of 1934. 

This Annual Report on Form 10-K, as well as our quarterly reports on Form 10-Q, current reports on Form 8-K 
and any amendments to all of the foregoing reports, are made available free of charge on our Internet website 
(www.tranetechnologies.com) as soon as reasonably practicable after such reports are electronically filed with or 
furnished to the Securities and Exchange Commission. The Board of Directors of our Company have also adopted and 
posted in the Investor Relations section of our website the Corporate Governance Guidelines and charters for each of 
the Board’s standing committees. The contents of our website are not incorporated by reference in this report.

EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of our executive officers as of February 7, 2022.

NAME AND AGE

DATE OF SERVICE AS AN 
EXECUTIVE OFFICER

David S. Regnery (59)

8/5/2017

Christopher J. Kuehn (49)

6/1/2015

Marcia J. Avedon (60)

2/7/2007

Mairéad A. Magner (44)

1/6/2022

Paul A. Camuti (60)

8/1/2011

Raymond D. Pittard (56)

7/1/2021

Evan M. Turtz (53)

4/3/2019

Keith A. Sultana (52) 

10/12/2015

Heather R. Howlett (44)

3/1/2020

PRINCIPAL OCCUPATION AND OTHER INFORMATION FOR PAST FIVE YEARS

Chair of the Board (since January 2022); Chief Executive Officer and 
Director (since July 2021); President and Chief Operating Officer 
(January 2020 to June 2021); Executive Vice President (September 2017 
to December 2019); Vice President, President of Commercial HVAC, 
North America and EMEA (2013-2017)

Executive Vice President and Chief Financial Officer (since July 2021); 
Senior Vice President and Chief Financial Officer (March 2020 to 
June 2021); Vice President and Chief Accounting Officer (June 2015 to 
February 2020)

Executive Vice President (since January 2022); Executive Vice 
President, Chief Human Resources, Marketing and Communications 
Officer (since January 2020); Senior Vice President, Human Resources, 
Communications and Corporate Affairs (June 2013 to December 2019)

Senior Vice President, Chief Human Resources Officer (since January 
2022); Vice President, Talent and Organization Capability (January 2018 
to January 2022); Vice President, Human Resources, CTS (March 2015 
to January 2018)

Executive Vice President and Chief Technology and Strategy Officer 
(since January 2020); Senior Vice President, Innovation and Chief 
Technology Officer (August 2011 to December 2019)

Executive Vice President, Supply Chain, Engineering and Information 
Technology (since July 2021); Transformation Office Leader (December 
2019 to June 2021); Vice President, SBU President of Transport Solutions 
North America and EMEA (December 2013 to December 2019)

Senior Vice President and General Counsel (since April 2019); Secretary 
(since October 2013); Vice President (2008-2019); Deputy General 
Counsel, Industrial, General Counsel, CTS (2016-2019)

Senior Vice President, Supply Chain and Operational Services (since 
January 2020); Senior Vice President, Global Operations and Integrated 
Supply Chain (October 2015-December 2019)

Vice President and Chief Accounting Officer (since March 2020); Vice 
President and Corporate Controller (August 2019 to February 2020); Vice 
President and Corporate Controller, Catalent, Inc. (2015 to August 2019)

No family relationship exists between any of the above-listed executive officers of our Company. All officers are elected 
to hold office for one year or until their successors are elected and qualified. Ms. Avedon has announced her intention to 
retire in April 2022.

14

2021 ANNUAL REPORTPART I

Item 1A. Risk Factors

Our business, financial condition, results of operations, and cash flows are subject to a number of risks that could cause 
the actual results and conditions to differ materially from those projected in forward-looking statements contained in 
this Annual Report on Form 10-K. The risks set forth below are those we consider most significant. We face other risks, 
however, that we do not currently perceive to be material which could cause actual results and conditions to differ 
materially from our expectations. You should evaluate all risks before you invest in our securities. If any of the risks actually 
occur, our business, financial condition, results of operations or cash flows could be adversely impacted. In that case, the 
trading price of our ordinary shares could decline, and you may lose all or part of your investment. 

RISKS RELATED TO ECONOMIC CONDITIONS
The COVID-19 global pandemic and resulting adverse economic conditions have already adversely impacted 
our business and could have a more material adverse impact on our business, financial condition and results of 
operations.

We continue to closely monitor the impact of the COVID-19 global pandemic on all aspects of our business and 
geographies, including how it has and will impact our customers, team members, suppliers, vendors, business partners 
and distribution channels. The COVID-19 global pandemic has created significant volatility, uncertainty and economic 
disruption, which may continue to affect our business operations and may materially and adversely affect our results of 
operations, cash flows and financial position.

The COVID-19 global pandemic has caused certain disruptions to and shutdowns of our business and operations and 
could cause material disruptions to and shutdowns of our business and operations in the future as a result of, among 
other things, quarantines, worker absenteeism as a result of illness or other factors, social distancing measures and 
other travel, health-related, business or other restrictions. These effects of the pandemic have created and exacerbated 
issues concerning the attraction and retention of talent globally. Our business and operations have been impacted 
globally, resulting in lower revenues for some quarters, supply chain delays and unfavorable foreign currency exchange 
rate movements from time to time. The COVID-19 global pandemic has also adversely impacted, and may continue to 
adversely impact, our suppliers and their manufacturers and our customers. Some of our purchases are from sole or 
limited source suppliers for reasons of cost effectiveness, uniqueness of design, or product quality. The effects of the 
COVID-19 global pandemic have exacerbated supply chain issues with these suppliers. Any delay in receiving critical 
supplies could have a material adverse effect on our results of operations, financial condition and cash flows.

As a result of the effects of the COVID-19 global pandemic, our costs have increased (including the costs to address 
the health and safety of our employees), our ability to obtain products or services from suppliers has been and may be 
adversely impacted, and our ability to operate at certain locations has been and may be impacted, and, as a result, our 
business, financial condition and results of operations have been adversely impacted and could be materially adversely 
affected if the COVID-19 global pandemic continues or there are resurgences of COVID-19 and its variants. 

The COVID-19 global pandemic also resulted in severe disruptions and volatility in financial markets which had a material 
adverse impact on some of our customers and suppliers. A recurrence in volatility due to a resurgence in the COVID-19 
global pandemic could impact our access to capital and credit markets. Notwithstanding the introduction of vaccines to 
combat the COVID-19 global pandemic and measures taken by governments to provide economic stimulus, the severity 
of the pandemic’s impact on economies in the United States and around the world, the potential length of the economic 
recovery and the longer-term economic impacts are uncertain. The current and potential further outbreaks and spread 
of the COVID-19 global pandemic or other future pandemics could cause a delayed recovery, a prolonged recession or 
future economic disruptions, which could have a further adverse impact on our financial condition and operations.

Vaccine mandates and testing requirements have been announced in jurisdictions where we operate. Our efforts to 
comply with these requirements could result in attrition and could impact our ability to successfully compete for talent, 
our ability to operate our manufacturing facilities and our ability to service our customers. In addition, compliance and 
monitoring costs associated with these mandates could be significant. 

The impact of the COVID-19 global pandemic may also exacerbate other risks discussed in Item 1A. Risk Factors in our 
Annual Report on Form 10-K, any of which could have a material effect on us. This situation is continuing to evolve rapidly 
and additional impacts may arise that we are not aware of currently.

15

2021 Annual Report2021 ANNUAL REPORTPART I

Our global operations subject us to economic risks.

Our global operations are dependent upon products manufactured, purchased and sold in the U.S. and internationally. 
These activities are subject to risks that are inherent in operating globally, including:

•  changes in local laws and regulations including potential imposition of currency restrictions, new or changing tax laws 

and other restraints;

•  limitation of ownership rights, including expropriation of assets by a local government, and limitation on the ability to 

repatriate earnings;

•  sovereign debt crises and currency instability in developed and developing countries;

•  trade protection measures such as import or export restrictions and requirements, the imposition of burdensome 

tariffs and quotas or revocation or material modification of trade agreements;

•  difficulty in staffing and managing global operations including supply chain disruptions which may be exacerbated by 

pandemics or other events affecting the supply of labor, materials and components;

•  difficulty of enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems;

•  national and international conflict, including war, civil disturbances and terrorist acts; and

•  recessions, economic downturns, price instability, slowing economic growth and social and political instability.

These risks could increase our cost of doing business internationally, increase our counterparty risk, disrupt our 
operations, disrupt the ability of suppliers and customers to fulfill their obligations, limit our ability to sell products in 
certain markets and have a material adverse impact on our results of operations, financial condition, and cash flows.

Commodity shortages, supply chain risks and price increases could adversely affect our financial results. 

We rely on suppliers to secure commodities, particularly steel and non-ferrous metals, and third-party parts and 
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 have an adverse effect on our ability to meet our 
commitments to customers or increase our operating costs. Disruptions have occurred due to the COVID-19 pandemic, 
capacity constraints, labor shortages, port congestion, logistical problems and other issues. Some of these disruptions 
have resulted in supply chain constraints affecting our business including our ability to timely produce and ship our 
products. The unavailability of some commodities and third-party parts and components could have a material adverse 
impact on our results of operations and cash flows. 

Volatility in the prices of commodities and third-party parts and components or the impact of inflationary increases 
could increase the costs of our products and services. We may not be able to pass on these costs to our customers 
and this could have a material adverse impact on our results of operations and cash flows. Conversely, in the event 
there is deflation, we may experience pressure from our customers to reduce prices. There can be no assurance that 
we would be able to reduce our costs (through negotiations with suppliers or other measures) to offset any such price 
concessions which could adversely impact results of operations and cash flows. While we may use financial derivatives 
or supplier price locks to 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. In addition, while hedging activity may minimize near-term volatility of the commodity prices, it would 
not protect us from long-term commodity price increases.

Some of our purchases are from sole or limited source suppliers for reasons of cost effectiveness, uniqueness of design, 
or product quality. If these suppliers encounter financial or operating difficulties, we might not be able to quickly establish 
or qualify replacement sources of supply.

We face significant competition in the markets that we serve.

The markets that we serve are highly competitive. We compete worldwide with a number of other manufacturers 
and distributors that produce and sell similar products. There has been consolidation and new entrants (including 
non-traditional competitors) within our industries and there may be future consolidation and new entrants which could 
result in increased competition and significantly alter the dynamics of the competitive landscape in which we operate. 
Due to our global footprint we are competing worldwide with large companies and with smaller, local operators who 
may have customer, regulatory or economic advantages in the geographies in which they are located. In addition, some 

16

2021 ANNUAL REPORTPART I

of our competitors may employ pricing and other strategies that are not traditional. While we understand our markets 
and competitive landscape, there is always the risk of disruptive technologies coming from companies that are not 
traditionally manufacturers or service providers of our products.

Our growth is dependent, in part, on the timely development, commercialization and acceptance of new and 
enhanced products and services.

We must timely develop and commercialize new and enhanced products and services in a rapidly changing 
technological and business environment in order to remain competitive in our current and future markets and in order 
to continue to grow our business. The development and commercialization of new products and the modification 
of existing products and services to meet customer demands require a significant investment of resources and an 
anticipation of the impact of new technologies and the ability to compete with others who may have superior resources 
in specific technology domains. We cannot provide any assurance that any new or enhanced product or service will 
be successfully commercialized in a timely manner, if ever, or, if commercialized, will result in returns greater than our 
investment. Investment in a product or service could divert our attention and resources from other projects that become 
more commercially viable in the market. We also cannot provide any assurance that any new or enhanced product or 
service will be accepted by our current and future markets. Failure to timely develop new and enhanced products and 
services that are accepted by these markets could have a material adverse impact on our competitive position, results of 
operations, financial condition, and cash flows. 

The capital and credit markets are important to our business.

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 short and long term credit requirements. In particular, if we are 
unable to access capital and credit markets on terms that are acceptable to us, we may not be able to make certain 
investments or fully execute our business plans and strategies. 

Our suppliers and customers are also dependent upon the capital and credit markets. Limitations on the ability of 
customers, suppliers or financial counterparties to access credit at interest rates and on terms that are acceptable to 
them could lead to insolvencies of key suppliers and customers, limit or prevent customers from obtaining credit to 
finance purchases of our products and services and cause delays in the delivery of key products from suppliers.

Currency exchange rate fluctuations and other related risks may adversely affect our results. 

We are exposed to a variety of market risks, including the effects of changes in currency exchange rates. See Part II 
Item 7A, “Quantitative and Qualitative Disclosure About Market Risk.” 

We have operations throughout the world that manufacture and sell products in various international markets. As a result, 
we are exposed to movements in exchange rates of various currencies against the U.S. dollar as well as against other 
currencies throughout the world.

Many of our non-U.S. operations have a functional currency other than the U.S. dollar, and their results are translated into 
U.S. dollars for reporting purposes. Therefore, our reported results will be higher or lower depending on the weakening or 
strengthening of the U.S. dollar against the respective foreign currency. 

We use derivative instruments to hedge those material exposures that cannot be naturally offset. The instruments utilized 
are viewed as risk management tools, and are not used for trading or speculative purposes. To minimize the risk of 
counter party non-performance, derivative instrument agreements are made only through major financial institutions with 
significant experience in such derivative instruments.

We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may 
limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign 
subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a 
diminished value of funds denominated in the currency of the country instituting the devaluation.

17

2021 Annual Report2021 ANNUAL REPORTPART I

RISKS RELATED TO LITIGATION
Material adverse legal judgments, fines, penalties or settlements could adversely affect our results of operations or 
financial condition. 

We are currently and may in the future become involved in legal proceedings and disputes incidental to the operation 
of our business or the business operations of previously-owned entities. Our business may be adversely affected by 
the outcome of these proceedings and other contingencies (including, without limitation, contract claims or other 
commercial disputes, product liability, product defects and asbestos-related matters) that cannot be predicted with 
certainty. Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to 
protect us against the total aggregate amount of losses sustained as a result of such proceedings and contingencies. 
As required by generally accepted accounting principles in the United States, we establish reserves based on our 
assessment of contingencies. Subsequent developments in legal proceedings and other events could affect our 
assessment and estimates of the loss contingency recorded as a reserve and we may be required to make additional 
material payments, which could have a material adverse impact on our liquidity, results of operations, financial condition, 
and cash flows.

The Aldrich and Murray Chapter 11 cases involve various risks and uncertainties that could have a material 
effect on us. 

On June 18, 2020, our indirect wholly-owned subsidiaries Aldrich and Murray each filed a voluntary petition for 
reorganization under the Bankruptcy Code in the Bankruptcy Court. The goal of these Chapter 11 filings is to resolve 
equitably and permanently all current and future asbestos-related claims in a manner beneficial to claimants, Aldrich 
and Murray through court approval of a plan of reorganization that would create a trust pursuant to section 524(g) of the 
Bankruptcy Code, establish claims resolution procedures for all current and future asbestos-related claims against Aldrich 
and Murray and channel such claims to the trust for resolution in accordance with those procedures. Such a resolution, 
if achieved, would likely include a channeling injunction to enjoin asbestos claims resolved in the Chapter 11 cases from 
being filed or pursued against us or our affiliates. The Chapter 11 cases remain pending as of February 7, 2022. 

Certain of our subsidiaries have entered into funding agreements with Aldrich and Murray (collectively the Funding 
Agreements), pursuant to which those subsidiaries are obligated, among other things, to fund the costs and expenses 
of Aldrich and Murray during the pendency of the Chapter 11 cases to the extent distributions from their respective 
subsidiaries are insufficient to do so and to provide an amount for the funding for a trust established pursuant to 
section 524(g) of the Bankruptcy Code, to the extent that the other assets of Aldrich and Murray are insufficient to provide 
the requisite trust funding.

On August 26, 2021, we announced that Aldrich and Murray reached an agreement in principle with the court appointed 
legal representative of the FCR in the bankruptcy proceedings. The agreement in principle includes the key terms for the 
permanent resolution of all current and future asbestos claims against Aldrich and Murray (Asbestos Claims) pursuant 
to the Plan as described further in Note 21, “Commitments and Contingencies” and “Item 1- Legal Proceedings” in this 
report. The agreement in principle with the FCR is subject to final documentation and is conditioned on arrangements 
acceptable to Aldrich and Murray with respect to their asbestos insurance assets. The current asbestos claimants (the 
ACC) are not a party to the agreement in principle. Any settlement and its implementation in a plan of reorganization is 
subject to the approval of the Bankruptcy Court, and there can be no assurance that the Bankruptcy Court will approve 
the agreement on the terms proposed. 

On September 24, 2021, Aldrich and Murray filed the Plan with the Bankruptcy Court. The Plan is supported by and 
reflects the agreement in principle reached with the FCR. In connection with the Plan, Aldrich and Murray filed a motion 
with the Bankruptcy Court to create a $270.0 million trust intended to constitute a QSF. The funds held in the QSF would 
be available to provide funding for the Section 524(g) Trust upon effectiveness of the Plan. 

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF. The QSF is expected to be funded in the 
first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes 
final and non-appealable. At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to predict whether 
the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the 
Chapter 11 cases will last. 

18

2021 ANNUAL REPORTPART I

There are a number of risks and uncertainties associated with these Chapter 11 cases, including, among others, 
those related to: 

•  the ultimate determination of the asbestos liability of Aldrich and Murray to be satisfied under a Chapter 11 plan and 

the ability to consummate the settlement reached with the FCR; 

•  the outcome of negotiations with the ACC and the FCR and other participants in the Chapter 11 cases, including 

insurers, concerning, among other things, the size and structure of a potential section 524(g) trust to pay the asbestos 
liability of Aldrich and Murray and the means for funding that trust;

•  the actions of representatives of the asbestos claimants, including the ACC’s pursuit of certain causes of action 

against us, following the Bankruptcy Court’s grant of the ACC’s motion seeking standing to investigate and pursue 
certain causes of action at a hearing held on January 27, 2022, and other potential actions by the ACC in opposition 
to, or otherwise inconsistent with, the efforts by Aldrich and Murray to diligently prosecute the Chapter 11 cases and 
ultimately seek Bankruptcy Court approval of a plan of reorganization;

•  the decisions of the Bankruptcy Court relating to numerous substantive and procedural aspects of the Chapter 
11 cases, including in connection with a proceeding by Aldrich and Murray to estimate their aggregate liability for 
asbestos claims, following the Bankruptcy Court’s grant of their motion seeking such a proceeding at a hearing held 
on January 27, 2022, and other efforts by Aldrich and Murray to diligently prosecute the Chapter 11 cases and ultimately 
seek Bankruptcy Court approval of a plan of reorganization, whether such decisions are in response to actions of 
representatives of the asbestos claimants or otherwise; 

•  the risk that Aldrich and Murray may be unable to obtain the necessary approvals of the Bankruptcy Court or the 
United States District Court for the Western District of North Carolina (the District Court) of a plan of reorganization; 

•  the risk that any orders approving a plan of reorganization and issuing the channeling injunction do not become final;

•  the terms and conditions of any plan of reorganization that is ultimately confirmed in the Chapter 11 cases; 

•  delays in the confirmation or effective date of a plan of reorganization or the funding of the QSF due to factors beyond 

the Company’s control; 

•  the risk that the ultimate amount required under any final plan of reorganization may exceed the amounts agreed to 

with the FCR in the Plan; 

•  the risk that the insurance carriers do not support the Plan, the risk that the ACC objects to the Plan and/or the motion 

to establish the QSF; and

•  the decisions of appellate courts regarding approval of a plan of reorganization or relating to orders of the Bankruptcy 

Court or the District Court that may be appealed. 

The ability of Aldrich and Murray to successfully reorganize and resolve their asbestos liabilities will depend on various 
factors, including their ability to reach agreements with representatives of the asbestos claimants on the terms of a plan 
of reorganization that satisfies all applicable legal requirements and to obtain the requisite court approvals of such plan, 
and remains subject to the risks and uncertainties described above. We cannot ensure that Aldrich and Murray can 
successfully reorganize, nor can we give any assurances as to the amount of the ultimate obligations under the Funding 
Agreements or any plan of reorganization, or the resulting impact on our financial condition, results of operations or future 
prospects. We also are unable to predict the timing of any of the foregoing matters or the timing for a resolution of the 
Chapter 11 cases, all of which could have an impact on us. 

It also is possible that, in the Chapter 11 cases, various parties will seek to bring and will be successful in bringing claims 
against us and other related parties, including by raising allegations that we are liable for the asbestos-related liabilities 
of Aldrich and Murray as set forth in certain pleadings filed by the ACC in the Chapter 11 cases. Although we believe we 
have no such responsibility for liabilities of Aldrich and Murray, except indirectly through our obligation to provide funding 
to Aldrich and Murray under the terms of the Funding Agreements, we cannot provide assurances that such claims will 
not be pursued. 

In sum, the outcome of the Chapter 11 cases is uncertain and there is uncertainty as to what extent we may have to 
contribute to a section 524(g) trust under the Funding Agreements.

19

2021 Annual Report2021 ANNUAL REPORTPART I

RISKS RELATED TO CYBERSECURITY AND TECHNOLOGY
We are subject to risks relating to our information technology systems. 

We rely extensively on information technology systems, some of which are supported by third party vendors including 
cloud-based systems and managed service providers, to manage and operate our business. We invest in new 
information technology systems designed to improve our operations. We have had failures of these systems in the 
past and may have failures of these systems in the future. If these systems cease to function properly, if these systems 
experience security breaches or disruptions or if these systems do not provide the anticipated benefits, our ability to 
manage our operations could be impaired, which could have a material adverse impact on our results of operations, 
financial condition, and cash flows.

Security breaches or disruptions of the technology systems, infrastructure or products of the Company or our 
vendors could negatively impact our business and financial results.

Our information technology systems, networks and infrastructure and technology embedded in certain of our control 
products have been and are vulnerable to cyber attacks and unauthorized security intrusions. From time to time, 
vulnerabilities in our products are discovered and updates are made available, but customers are vulnerable until those 
updates are applied or other mitigating actions are taken by customers to protect their systems and networks. Like other 
large companies, certain of our information technology systems and the systems of our vendors have been subject to 
computer viruses, malicious code, unauthorized access, phishing attempts, denial-of-service attacks and other cyber 
attacks and we expect that we and our vendors will be subject to similar attacks in the future. For example, in the fourth 
quarter of 2021 a third-party provider that we use for time and attendance tracking experienced a ransomware event 
that affected our access to this software solution. We activated our crisis management team and business continuity 
processes and were able to employ alternate methods for tracking time and attendance. While the issue did not 
directly affect our operations or IT systems, the issue caused and continues to cause disruption and a reallocation of 
management’s time and attention to address the problem.

The methods used to obtain unauthorized access, disable or degrade service, or sabotage information technology 
systems are constantly changing and evolving. Despite having instituted security policies and business continuity plans, 
and implementing and regularly reviewing and updating 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, 
software 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 has in the past contained vulnerabilities and others may be discovered 
in the future. Such vulnerabilities can expose our systems to malware or allow third party access to data. While 
these issues are not specific to our Company, we are required to take action when such vulnerabilities are identified 
including patching and modification to certain of our products and enterprise systems. To date, there has been no 
material business impact from such vulnerabilities, but we continue to monitor these issues and our responses are 
ongoing. Our systems, networks and certain of our control products and those of our vendors are vulnerable to system 
damage, malicious attacks from hackers, employee errors or misconduct, viruses, power and utility outages, and other 
catastrophic events. Any of these incidents could cause significant harm to our business by negatively impacting our 
business operations, compromising the security of our proprietary information or the personally identifiable information 
of our customers, employees and business partners, exposing us to litigation or other legal actions against us or 
the imposition of penalties, fines, fees or liabilities. Such events could have a material adverse impact on our results 
of operations, financial condition and cash flows and could damage our reputation which could adversely affect our 
business. Our insurance coverage may not be adequate to cover all the costs related to a cybersecurity attack or 
disruptions resulting from such attacks. Customers are increasingly requiring cybersecurity protections and mandating 
cybersecurity standards in our products, and we may incur additional costs to comply with such demands. 

20

2021 ANNUAL REPORTPART I

Data privacy and protection laws are evolving and present increasing compliance challenges.

The regulatory environment surrounding data privacy and protection is increasingly demanding, with the frequent 
imposition of new and changing requirements across businesses and geographic areas. We are required to comply 
with complex regulations when collecting, transferring and using personal data, which increases our costs, affects our 
competitiveness and can expose us to substantial fines or other penalties. 

Intellectual property infringement claims of others and the inability to protect our intellectual property rights could 
harm our competitive position. 

Our intellectual property (IP) rights are important to our business and include numerous patents, trademarks, copyrights, 
trade secrets, proprietary technology, technical data, business processes, and other confidential information. Although 
in 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 patents and/or licenses.

Nonetheless, this intellectual property may be subject to challenge, infringement, invalidation or circumvention by third 
parties. Despite extensive security measures, our intellectual property may be subject to misappropriation through 
unauthorized access of our information technology systems, employee theft, or theft by private parties or foreign actors, 
including those affiliated with or controlled by state actors. Our business and competitive position could be harmed 
by such events. Our ability to protect our intellectual property rights by legal recourse or otherwise may be limited, 
particularly in countries where laws or enforcement practices are inadequate or undeveloped. Our inability to enforce our 
IP rights under any of these circumstances could have an impact on our competitive position and business.

RISKS RELATED TO REGULATORY MATTERS
Our reputation, ability to do business and results of operations could be impaired by improper conduct by any of 
our employees, agents or business partners.

We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, 
including laws related to anti-corruption, anti-human trafficking, anti-bribery, export and import compliance, anti-trust and 
money laundering, due to our global operations. We cannot provide assurance our internal controls will always protect us 
from the improper conduct of our employees, agents and business partners. Any violations of law or improper conduct 
could damage our reputation and, depending on the circumstances, subject us to, among other things, civil and criminal 
penalties, material fines, equitable remedies (including profit disgorgement and injunctions on future conduct), securities 
litigation and a general loss of investor confidence, any one of which could have a material adverse impact on our 
business prospects, financial condition, results of operations, cash flows, and the market value of our stock.

Our operations are subject to regulatory risks.

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 and health and safety. We have made, and will be required to continue to make, significant expenditures 
to comply with these laws and regulations. Any violations of applicable laws and regulations could lead to significant 
penalties, fines or other sanctions. Changes in current laws and regulations could require us to increase our compliance 
expenditures, cause us to significantly alter or discontinue offering existing products and services or cause us to develop 
new products and services. Altering current products and services or developing new products and services to comply 
with changes in the applicable laws and regulations could require significant research and development investments, 
increase the cost of providing the products and services and adversely affect the demand for our products and services. 
The U.S. federal government and various states and municipalities have enacted or may enact legislation intended to 
deny government contracts to U.S. companies that reincorporate outside of the U.S. or have reincorporated outside of the 
U.S or may take other actions negatively impacting such companies. If we are unable to effectively respond to changes 
to applicable laws and regulations, interpretations of applicable laws and regulations, or comply with existing and future 
laws and regulations, our competitive position, results of operations, financial condition and cash flows could be materially 
adversely impacted.

21

2021 Annual Report2021 ANNUAL REPORTPART I

Global climate change and related regulations could negatively affect our business.

Climate change presents immediate and long-term risks to our Company and to our customers, with the risks expected 
to increase over time. Our products and operations are subject to and affected by environmental regulation by federal, 
state and local authorities in the U.S. and regulatory authorities with jurisdiction over our international operations, 
including with respect to the use, storage, and dependence upon refrigerants which are considered greenhouse gases. 
Refrigerants are essential to many of our products and there is concern regarding the global warming potential of such 
materials. As such, national, regional and international regulations and policies are being implemented to curtail their 
use. Some of these regulations could have a negative competitive impact on our company by requiring us to make 
costly changes to our products. As regulations reduce the use of the current class of widely used refrigerants, we are 
developing and selling our next generation products that utilize lower global warming potential solutions. There can be no 
assurance that climate change or environmental regulation or deregulation will not have a negative competitive impact on 
our ability to sell these products or that economic returns will match the investment that we are making in new product 
development. We face increasing complexity related to product design, the use of regulated materials, the associated 
energy consumption and efficiency related to the use of products, the transportation and shipping of products, climate 
change regulations, and the reuse, recycling and/or disposal of products and their components at end-of-use or useful 
life as we adjust to new and future requirements relating to our transition to a more circular economy. There continues 
to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty. Such regulatory 
uncertainty extends to future incentives for energy efficient buildings and vehicles and costs of compliance, which may 
impact the demand for our products, obsolescence of our products and our results of operations.

Our climate commitment requires us to offer a full line of next generation products by 2030 without compromising safety 
or energy efficiency. Additionally, in 2019, we announced our 2030 commitment which targets reducing one gigaton – 
one billion metric tons – of carbon emissions (CO2e) from our customers’ footprint by 2030. While we are committed to 
pursuing these sustainability objectives, there can be no assurance that we will successfully achieve our commitments. 
Failure to meet these commitments could result in reputational harm to our company. Changes regarding climate risk 
management and practices may result in higher regulatory, compliance risks and costs. 

RISKS RELATED TO OUR BUSINESS OPERATIONS
Our business strategy includes acquiring businesses, product lines, technologies and capabilities, plants and 
other assets, entering into joint ventures and making investments that complement our existing businesses. We 
also occasionally divest businesses that we own. We may not identify acquisition or joint venture candidates or 
investment opportunities at the same rate as the past. Acquisitions, dispositions, joint ventures and investments 
that we identify could be unsuccessful or consume significant resources, which could adversely affect our 
operating results.

We continue to analyze and evaluate the acquisition and divestiture of strategic businesses and product lines, 
technologies and capabilities, plants and other assets, joint ventures and investments with the potential to, among 
other things, strengthen our industry position, to enhance our existing set of product and services offerings, to increase 
productivity and efficiencies, to grow revenues, earnings and cash flow, to help us stay competitive or to reduce costs. 
There can be no assurance that we will identify or successfully complete transactions with suitable candidates in the 
future, that we will consummate these transactions at rates similar to the past or that completed transactions will be 
successful. Strategic transactions may involve significant cash expenditures, debt incurrence, operating losses and 
expenses that could have a material adverse effect on our business, financial condition, results of operations and cash 
flows. Such transactions involve numerous other risks, including:

•  diversion of management time and attention from daily operations; 

•  difficulties integrating acquired businesses, technologies and personnel into our business, including doing so without 

high costs; 

•  difficulties in obtaining and verifying the financial statements and other business and other due diligence information 

of acquired businesses; 

•  inability to obtain required regulatory approvals and/or required financing on favorable terms; 

•  potential loss of key employees, key contractual relationships or key customers of either acquired businesses or 

our business; 

22

2021 ANNUAL REPORTPART I

•  assumption of the liabilities and exposure to unforeseen or undisclosed liabilities of acquired businesses and 

exposure to regulatory sanctions; 

•  inheriting internal control deficiencies;

•  dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked 

securities; and

•  in the case of joint ventures and other investments, interests that diverge from those of our partners without the 

ability to direct the management and operations of the joint venture or investment in the manner we believe most 
appropriate to achieve the expected value.

Any acquisitions, divestitures, joint ventures or investments may ultimately harm our business, financial condition, results 
of operations and cash flows. There are additional risks related to our Reverse Morris Trust transaction, see “Risks Related 
to the Transactions” for more information.

Natural disasters, epidemics or other unexpected events may disrupt our operations, adversely affect our results of 
operations and financial condition, and may not be fully covered by insurance.

The occurrence of one or more catastrophic events including hurricanes, fires, earthquakes, floods and other forms of 
severe weather, health epidemics or pandemics or other contagious outbreaks or other catastrophic events in the U.S. 
or in other countries in which we operate or are located could adversely affect our operations and financial performance. 
Natural disasters, power outages, health epidemics or pandemics or other contagious outbreaks or other unexpected 
events could result in physical damage to and complete or partial closure of one or more of our plants, temporary or 
long-term disruption of our operations by causing business interruptions, material scarcity, price volatility or supply 
chain disruptions. Climate change is a risk multiplier with respect to these physical disasters in both frequency and 
severity and may affect our global business operations as a result. Existing insurance arrangements may not provide full 
protection for the costs that may arise from such events, particularly if such events are catastrophic in nature or occur 
in combination. The occurrence of any of these events could increase our insurance and other operating costs or harm 
our sales in affected areas.

Our business may be adversely affected by temporary work stoppages, union negotiations, labor disputes and 
other matters associated with our labor force.

Certain of our employees are covered by collective bargaining agreements or works councils. We experience from 
time-to-time temporary work stoppages, union negotiations, labor disputes and other matters associated with our labor 
force and some of these events could result in significant increases in our cost of labor, impact our productivity or 
damage our reputation. Additionally, a work stoppage at one of our suppliers could materially and adversely affect our 
operations if an alternative source of supply were not readily available. Stoppages by employees of our customers could 
also result in reduced demand for our products. Some of these issues have been and may in the future be exacerbated 
by effects of the COVID-19 global pandemic as described in our risk factor - “The COVID-19 global pandemic and 
resulting adverse economic conditions have already adversely impacted our business and could have a more material 
adverse impact on our business, financial condition and results of operations”.

RISKS RELATING TO TAX MATTERS
Changes in tax or other laws, regulations or treaties, changes in our status under U.S. or non-U.S. laws or adverse 
determinations by taxing or other governmental authorities could increase our tax burden or otherwise affect our 
financial condition or operating results, as well as subject our shareholders to additional taxes.

The taxes associated with our operations and corporate structure could be impacted by changes in tax or other laws, 
treaties or regulations or the interpretation or enforcement thereof by the U.S. or non-U.S. tax or other governmental 
authorities. While the Tax Cuts and Jobs Act (TCJA) was passed in the U.S. in 2017, further guidance, regulations, 
and technical corrections pertaining to TCJA continue to be issued by the tax authorities, some of which may have 
retroactive application. We continue to monitor and review new guidance and regulations as they are issued, as any 
changes could have a material adverse effect on our financial statements. In addition, the U.S. Congress is actively 
engaged in formulating new legislative proposals. Any future legislative changes to the tax laws and judicial or regulatory 
interpretation thereof, the geographic mix of earnings, changes in overall profitability, and other factors could also 
materially impact our effective tax rate.

23

2021 Annual Report2021 ANNUAL REPORTPART I

We continue to monitor for other tax changes, U.S. (including state and local) and non-U.S. related, which can also 
adversely impact our overall tax burden. From time to time, proposals have been made and/or legislation has been 
introduced to change the tax laws, regulations or interpretations thereof of various jurisdictions or limit tax treaty 
benefits that if enacted or implemented could materially increase our tax burden and/or effective tax rate and could 
have a material adverse impact on our financial condition and results of operations. Moreover, the Organisation for 
Economic Co-operation and Development (OECD) has released proposals to create an agreed set of international 
rules for fighting base erosion and profit shifting, including Pillar One and Pillar Two, such that tax laws in countries in 
which we do business could change on a prospective or retroactive basis, and any such changes could adversely 
impact us. The OECD (and the European Commission) have also committed to implementing a global minimum 
tax rate (proposed 15% minimum tax rate, agreed upon by over 135 jurisdictions, including Ireland). Full details are 
uncertain and timing is currently proposed to be January 1, 2023. As a consequence, our global effective tax rate 
could be materially impacted by such legislation, or any resulting local country legislation enacted in response to any 
potential global minimum tax rates.

Finally, the European Commission has been very active in investigating whether various tax regimes or private tax rulings 
provided by a country to particular taxpayers may constitute State Aid. We cannot predict the outcome of any of these 
potential changes or investigations in any of the jurisdictions, but if any of the above occurs and impacts us, this could 
materially increase our tax burden and/or effective tax rate and could have a material adverse impact on our financial 
condition and results of operations.

While we monitor proposals and other developments that would materially impact our tax burden and/or effective tax 
rate and investigate our options, we could still be subject to increased taxation on a going forward basis no matter what 
action we undertake if certain legislative proposals or regulatory changes are enacted, certain tax treaties are amended 
and/or our interpretation of applicable tax or other laws is challenged and determined to be incorrect. In particular, any 
changes and/or differing interpretations of applicable tax law that have the effect of disregarding the shareholders’ 
decision to reorganize in Ireland, limiting our ability to take advantage of tax treaties between jurisdictions, modifying or 
eliminating the deductibility of various currently deductible payments, or increasing the tax burden of operating or being 
resident in a particular country could subject us to increased taxation.

In addition, tax authorities periodically review tax returns filed by us and can raise issues regarding our filing positions, 
timing and amount of income or deductions, and the allocation of income among the jurisdictions in which we operate. 
These examinations on their own, or any subsequent litigation related to the examinations, may result in additional taxes 
or penalties against us. If the ultimate result of these audits differs from our original or adjusted estimates, they could 
have a material impact on our tax provision.

RISKS RELATED TO OUR REVERSE MORRIS TRUST TRANSACTION
On the Distribution Date, we completed the Transaction with Gardner Denver, which changed its name to Ingersoll 
Rand after the Transaction whereby we distributed Ingersoll-Rand U.S. Holdco, Inc., which contained Ingersoll Rand 
Industrial, through the Distribution to our shareholders of record as of February 24, 2020. Ingersoll Rand Industrial then 
merged with a wholly-owned subsidiary of Ingersoll Rand. Upon close of the Transaction, our existing shareholders 
received approximately 50.1% of the shares of Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver 
stockholders retained approximately 49.9% of the shares of Ingersoll Rand on a fully diluted basis. As a result, our 
shareholders received 0.8824 shares of Ingersoll Rand common stock with respect to each share of our stock owned as 
of February 24, 2020. In connection with the Transaction, we received a special cash payment of $1.9 billion.

If the Distribution as part of our Reverse Morris Trust Transaction is determined to be taxable for Irish tax purposes, 
significant Irish tax liabilities may arise for our shareholders.

We received an opinion from Irish Revenue regarding certain tax matters associated with the Distribution, as well as 
a legal opinion from our Irish counsel Arthur Cox, regarding certain Irish tax consequences for shareholders of the 
Distribution. For our shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and that do 
not hold their shares in connection with a trade or business carried on by such shareholders through an Irish branch 
or agency, we consider, based on both opinions taken together, that no adverse Irish tax consequences for such 
shareholders should have arisen. These opinions relied on certain facts and assumptions and certain representations. 
Notwithstanding the opinion from Irish Revenue, Irish Revenue could ultimately determine on audit that the Distribution is 

24

2021 ANNUAL REPORTPART I

taxable for Irish tax purposes, for example, if it determines that any of these facts, assumptions or representations are not 
correct or have been violated. A legal opinion represents the tax adviser’s best legal judgment and is not binding on Irish 
Revenue or the courts and Irish Revenue or the courts may not agree with the legal opinion. In addition, the legal opinion 
is based on current law and cannot be relied upon if current law changes with retroactive effect. If the Distribution 
ultimately is determined to be taxable for Irish tax purposes, certain of our shareholders and we could have significant 
Irish tax liabilities as a result of the Distribution, and there could be a material adverse impact on our business, financial 
condition, results of operations and cash flows in future reporting periods.

If the Distribution together with certain related transactions do not qualify as tax-free under Sections 355 and 368(a) 
of the Code, including as a result of subsequent acquisitions of stock of the Company or Ingersoll Rand Inc., then 
the Company and our shareholders may be required to pay substantial U.S. federal income taxes, and Ingersoll 
Rand Inc. may be obligated to indemnify the Company for such taxes imposed on the Company.

We received an opinion from our U.S. tax counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP (Paul Weiss) substantially to 
the effect that, for U.S. federal income tax purposes, the Distribution together with certain related transactions undertaken 
in anticipation of the Distribution and taking into account the merger of Ingersoll Rand Industrial with the wholly-owned 
subsidiary of Ingersoll Rand will qualify as a tax-free transaction under Sections 368(a), 361 and 355 of the Code, with the 
result that we and our shareholders will not recognize any gain or loss for U.S. federal income tax purposes as a result 
of the spin-off. The opinion of our counsel was based on, among other things, certain representations and assumptions 
as to factual matters made by Ingersoll Rand, Ingersoll Rand Industrial and the Company. The failure of any factual 
representation or assumption to be true, correct and complete in all material respects could adversely affect the validity 
of the opinion of counsel. An opinion of counsel represents counsel’s best legal judgment, is not binding on the Internal 
Revenue Service (IRS) or the courts, and the IRS or the courts may not agree with the opinion. In addition, the opinion 
will be based on current law, and cannot be relied upon if current law changes with retroactive effect. If the Distribution, 
and/or related internal transactions in anticipation of the Distribution ultimately are determined to be taxable, we could 
incur significant U.S. federal income tax liabilities, which could cause a material adverse impact on our business, financial 
condition, results of operations and cash flows in future reporting periods, although if this determination resulted from 
certain actions taken by Ingersoll Rand Industrial or Ingersoll Rand Inc., Ingersoll Rand Inc. would be required to bear the 
cost of any resultant tax liability pursuant to the terms of the Tax Matters Agreement.

The Distribution will be taxable to the Company pursuant to Section 355(e) of the Code if there is a 50% or greater 
change in ownership of either the Company or Ingersoll Rand Industrial, directly or indirectly (including through such a 
change in ownership of Ingersoll Rand Inc.), as part of a plan or series of related transactions that include the Distribution. 
A Section 355(e) change of ownership would not make the Distribution taxable to our shareholders, but instead may 
result in corporate-level taxable gain to certain of our subsidiaries. Because our shareholders will collectively be treated 
as owning more than 50% of the Ingersoll Rand Inc. common stock following the merger, the merger alone should not 
cause the Distribution to be taxable to our subsidiaries under Section 355(e). However, Section 355(e) might apply if other 
acquisitions of stock of the Company before or after the merger, or of Ingersoll Rand Inc. before or after the merger, are 
considered to be part of a plan or series of related transactions that include the Distribution together with certain related 
transactions. If Section 355(e) applied, certain of our subsidiaries might recognize a very substantial amount of taxable 
gain, although if this applied as a result of certain actions taken by Ingersoll Rand Industrial, Ingersoll Rand Inc. or certain 
specified Ingersoll Rand Inc. stockholders, Ingersoll Rand Inc. would be required to bear the cost of any resultant tax 
liability under Section 355(e) pursuant to the terms of the Tax Matters Agreement.

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

We have received an opinion from Paul Weiss, and Ingersoll Rand Inc. has received an opinion from their counsel 
Simpson Thacher & Bartlett LLP, substantially to the effect that the merger will qualify as a reorganization within the 
meaning of Section 368(a) of the Code with the result that U.S. holders of Ingersoll Rand Industrial common stock who 
received Ingersoll Rand common stock in the merger will not recognize any gain or loss for U.S. federal income tax 
purposes (except with respect to cash received in lieu of fractional shares of Ingersoll Rand common stock). These 
opinions were based upon, among other things, certain representations and assumptions as to factual matters made 
by Ingersoll Rand Inc., the Company, Ingersoll Rand Industrial and the merger subsidiary used by Ingersoll Rand Inc. 
The failure of any factual representation or assumption to be true, correct and complete in all material respects could 

25

2021 Annual Report2021 ANNUAL REPORTPART I

adversely affect the validity of the opinions. An opinion of counsel represents counsel’s best legal judgment, is not 
binding on the IRS or the courts, and the IRS or the courts may not agree with the opinion. In addition, the opinions will 
be based on current law, and cannot be relied upon if current law changes with retroactive effect. If the merger were 
taxable, U.S. holders of Ingersoll Rand Industrial would be considered to have made a taxable sale of their Ingersoll 
Rand Industrial common stock to Ingersoll Rand Inc., and such U.S. holders of Ingersoll Rand Industrial would generally 
recognize taxable gain or loss on their receipt of Ingersoll Rand Inc. common stock in the merger.

RISKS RELATED TO OUR IRISH DOMICILE
Irish law differs from the laws in effect in the United States and may afford less protection to holders of 
our securities.

The United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement 
of judgments in civil and commercial matters. As such, there is some uncertainty as to whether the courts of Ireland 
would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on U.S. 
federal or state civil liability laws, including the civil liability provisions of the U.S. federal or state securities laws, or hear 
actions against us or those persons based on those laws.

As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws 
generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested 
director and officer transactions, indemnification of directors and shareholder lawsuits. Likewise, the duties of directors 
and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally 
do not have a personal right of action against directors or officers of the company and may exercise such rights of 
action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more 
difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the 
United States. In addition, Irish law does not allow for any form of legal proceedings directly equivalent to the class action 
available in the United States.

Irish law allows shareholders to authorize share capital which then can be issued by a board of directors without 
shareholder approval. Also, subject to specified exceptions, Irish law grants statutory pre-emptive rights to existing 
shareholders to subscribe for new issuances of shares for cash but allows shareholders to authorize the waiver of the 
statutory pre-emptive rights with respect to any particular allotment of shares. Under Irish law, we must have authority 
from our shareholders to issue any shares, including shares that are part of the Company’s authorized but unissued 
share capital. In addition, unless otherwise authorized by its shareholders, when an Irish company issues shares for cash 
to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders 
on a pro-rata basis. If we are unable to obtain these authorizations from our shareholders or are otherwise limited by the 
terms of our authorizations, our ability to issue shares or otherwise raise capital could be adversely affected.

Dividends received by our shareholders may be subject to Irish dividend withholding tax. 

In certain circumstances, we are required to deduct Irish dividend withholding tax (currently at the rate of 25%) from 
dividends paid to our shareholders. In the majority of cases, shareholders resident in the United States will not be subject 
to Irish withholding tax, and shareholders resident in a number of other countries will not be subject to Irish withholding 
tax provided that they complete certain Irish dividend withholding tax forms. However, some shareholders may be subject 
to withholding tax, which could have an adverse impact on the price of our shares.

Dividends received by our shareholders could be subject to Irish income tax. 

Dividends paid in respect of our shares will generally not be subject to Irish income tax where the beneficial owner 
of these dividends is exempt from dividend withholding tax, unless the beneficial owner of the dividend has some 
connection with Ireland other than his or her shareholding in Trane Technologies plc.

Our shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further 
liability to Irish income tax on the dividends unless the beneficial owner of the dividend has some connection with Ireland 
other than his or her shareholding in Trane Technologies plc.

26

2021 ANNUAL REPORTPART I

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

As of December 31, 2021, we owned or leased approximately 27 million square feet of space worldwide. Manufacturing 
and assembly operations are conducted in 35 plants across the world. We also maintain various warehouses, offices and 
repair centers throughout the world. The majority of our plant facilities are owned by us with the remainder under long-
term lease arrangements. We believe that our plants have been well maintained, are generally in good condition and are 
suitable for conducting our business.

The locations by segment of our principal plant facilities at December 31, 2021 were as follows:

EMEA

ASIA PACIFIC

Bangkok, Thailand

Taicang, China

Wujiang, China

Zhongshan, China

Barcelona, Spain

Bari, Italy

Charmes, France

Essen, Germany

Galway, Ireland

Golbey, France

King Abdullah Economic City, Saudi Arabia

Kolin, Czech Republic

AMERICAS

Arecibo, Puerto Rico

Brampton, Ontario

Charlotte, North Carolina

Clarksville, Tennessee

Columbia, South Carolina

Curitiba, Brazil

Fairlawn, New Jersey

Fort Smith, Arkansas

Fremont, Ohio

Grand Rapids, Michigan

Hastings, Nebraska

La Crosse, Wisconsin

Lynn Haven, Florida

Marietta, Ohio

Monterrey, Mexico

Newberry, South Carolina

Pueblo, Colorado

Rushville, Indiana

St. Paul, Minnesota

Trenton, New Jersey

Tyler, Texas

Vidalia, Georgia

Waco, Texas

Item 3. LEGAL PROCEEDINGS

In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, including those 
related to the bankruptcy proceedings for Aldrich and Murray, commercial and contract disputes, employment matters, 
product liability and product defect claims, asbestos-related claims, environmental liabilities, intellectual property disputes, 
and tax-related matters. In our opinion, pending legal matters are not expected to have a material adverse impact on our 
results of operations, financial condition, liquidity or cash flows.

27

2021 Annual Report2021 ANNUAL REPORTPART I

ASBESTOS-RELATED MATTERS
On the Petition Date, Aldrich and Murray each filed a voluntary petition for reorganization under Chapter 11 of the 
Bankruptcy Code. As a result of the Chapter 11 filings, all asbestos-related lawsuits against Aldrich and Murray have been 
stayed. Only Aldrich and Murray have filed for Chapter 11 relief. Neither Aldrich’s wholly-owned subsidiary, 200 Park, Murray’s 
wholly-owned subsidiary, ClimateLabs, Trane Technologies plc nor the Trane Companies are part of the Chapter 11 filings.

The goal of these Chapter 11 filings is to resolve equitably and permanently all current and future asbestos-related claims 
in a manner beneficial to claimants, Aldrich and Murray through court approval of a plan of reorganization that would 
create a trust pursuant to section 524(g) of the Bankruptcy Code, establish claims resolution procedures for all current 
and future asbestos-related claims against Aldrich and Murray and channel such claims to the trust for resolution in 
accordance with those procedures. Such a resolution, if achieved, would likely include a channeling injunction to enjoin 
asbestos claims resolved in the Chapter 11 cases from being filed or pursued against us or our affiliates. 

On August 26, 2021, we announced that Aldrich and Murray reached an agreement in principle with the FCR in the 
bankruptcy proceedings. The agreement includes the key terms for the permanent resolution of all current and future 
asbestos claims against Aldrich and Murray pursuant to the Plan. Under the agreed terms, the Plan would create a 
trust pursuant to section 524(g) of the Bankruptcy Code and establish claims resolution procedures for the Asbestos 
Claims. On the effective date of the Plan, Aldrich and Murray would fund the trust with $545.0 million, comprised of 
$540.0 million in cash and a promissory note to be issued by Aldrich and Murray to the trust in the principal amount 
of $5.0 million, and the Asbestos Claims would be channeled to the trust for resolution in accordance with the claims 
resolution procedures. Following the effective date of the Plan, Aldrich and Murray, would have no further obligations with 
respect to the Asbestos Claims. The FCR has agreed to support such Plan. The agreement in principle with the FCR is 
subject to final documentation and is conditioned on arrangements acceptable to Aldrich and Murray with respect to 
their asbestos insurance assets. It is currently contemplated that the asbestos insurance assets of Aldrich and Murray 
would be contributed to the trust, and that, in consideration of their cash contribution to the trust, Aldrich and Murray 
would have the exclusive right to pursue, collect and retain all insurance reimbursements available in connection with 
the resolution of Asbestos Claims by the trust. The ACC is not a party to the agreement in principle. Any settlement and 
its implementation in a plan of reorganization is subject to the approval of the Bankruptcy Court, and there can be no 
assurance that the Bankruptcy Court will approve the agreement on the terms proposed. 

On September 24, 2021, Aldrich and Murray filed the Plan with the Bankruptcy Court. The Plan is supported by, and 
reflects the agreement in principle reached with the FCR. In connection with the Plan, Aldrich and Murray filed a motion 
with the Bankruptcy Court to create a $270.0 million trust intended to constitute a QSF. The funds held in the QSF would 
be available to provide funding for the Section 524(g) Trust upon effectiveness of the Plan. 

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF. The QSF is expected to be funded in the 
first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes 
final and non-appealable. At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to predict whether 
the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the 
Chapter 11 cases will last. The Chapter 11 cases remain pending as of February 7, 2022.

Prior to the Petition Date, certain of our wholly-owned subsidiaries and former companies were named as defendants 
in asbestos-related lawsuits in state and federal courts. In virtually all of the suits, a large number of other companies 
have also been named as defendants. The vast majority of those claims allege injury caused by exposure to asbestos 
contained in certain historical products, primarily pumps, boilers and railroad brake shoes. None of our existing or 
previously-owned businesses were a producer or manufacturer of asbestos.

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

Item 4. MINE SAFETY DISCLOSURES

None.

28

2021 ANNUAL REPORTPart II

Item 5.  Market for Registrant’s Common Equity, Related 

Stockholder Matters and Issuer Purchases of 
Equity Securities

Information regarding the principal market for our ordinary shares and related shareholder matters is as follows:

Our ordinary shares are traded on the New York Stock Exchange under the symbol TT. As of February 1, 2022, the 
approximate number of record holders of ordinary shares was 2,533. 

ISSUER PURCHASES OF EQUITY SECURITIES
The following table provides information with respect to purchases by us of our ordinary shares during the quarter ended 
December 31, 2021:

PERIOD

October 1 - October 31

November 1 - November 30

December 1 - December 31

Total

TOTAL NUMBER 
OF SHARES 
PURCHASED 
(000’S)(a)(b)

AVERAGE 
PRICE PAID PER 
SHARE(a)(b)

TOTAL NUMBER OF 
SHARES PURCHASED 
AS PART OF PROGRAM 
(000’S)(a)

APPROXIMATE DOLLAR 
VALUE OF SHARES 
STILL AVAILABLE TO BE 
PURCHASED UNDER THE 
PROGRAM ($000’S)(a)

0.7

$ 174.74

1,195.8

1,384.3

2,580.8

191.14

196.32

$ 193.91

—

1,195.8

1,382.6

2,578.4

$ 1,899,788

1,671,215

1,399,785

(a)  Share repurchases are made from time to time in accordance with management’s capital allocation strategy, subject to market 

conditions and regulatory requirements. In February 2021, our Board of Directors authorized the repurchase of up to $2.0 billion of 
our ordinary shares under a new share repurchase program (2021 Authorization) upon completion of the prior share repurchase 
program. During the fourth quarter of 2021, we repurchased and canceled $500.0 million of our ordinary shares leaving approximately 
$1.4 billion remaining under the 2021 Authorization as of December 31, 2021. 

(b)  We may also reacquire shares outside of the repurchase program from time to time in connection with the surrender of shares to 
cover taxes on vesting of share based awards. We reacquired 681 shares in October and 1,686 shares in December in transactions 
outside the repurchase programs.

29

2021 Annual Report2021 ANNUAL REPORTPART II

PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on our ordinary shares with the cumulative total 
return on (i) the Standard & Poor’s 500 Stock Index and (ii) the Standard & Poor’s 500 Industrial Index for the five years 
ended December 31, 2021. The graph assumes an investment of $100 in our ordinary shares (adjusted for the Transaction), 
the Standard & Poor’s 500 Stock Index and the Standard & Poor’s 500 Industrial Index on December 31, 2016 and 
assumes the reinvestment of dividends.

l

e
u
a
V
x
e
d
n

I

$400

$350

$300

$250

$200

$150

$100

$50

2016

2017

2018

2019

2020

2021

Trane Technologies

S&P 500

S&P 500 Industrials Index

COMPANY/INDEX
Trane Technologies
S&P 500
S&P 500 Industrials Index

Item 6. [Reserved]

2016

100
100
100

2017

121
122
121

2018

127
116
105

2019

2020

188
153
136

269
181
151

2021

380
233
182

Item 7. Management’s Discussion and Analysis of Financial 
Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains 
forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results 
discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those 
discussed under Item 1A. Risk Factors in this Annual Report on Form 10-K. The following section is qualified in its entirety 
by the more detailed information, including our financial statements and the notes thereto, which appears elsewhere in 
this Annual Report.

This section discusses 2021 and 2020 significant items affecting our consolidated operating results, financial condition 
and liquidity and provides a year-to-year comparison between 2021 and 2020. Discussions of 2019 significant items 
and year-to-year comparisons between 2020 and 2019 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, 2020.

OVERVIEW

ORGANIZATIONAL

Trane Technologies, plc, is a global climate innovator. We bring sustainable and efficient solutions to buildings, homes 
and transportation through our strategic brands, Trane® and Thermo King®, and our environmentally responsible portfolio 
of products, services and connected intelligent controls. 

30

2021 ANNUAL REPORT 
PART II

2030 SUSTAINABILITY COMMITMENTS

Our commitment to sustainability extends to the environmental and social impacts of our people, operations, products 
and services. Our 2030 Sustainability Commitments have been verified by the SBTi and include our pledge to reduce 
customer greenhouse gas emissions by one gigaton (one billion metric tons). We are also ‘Leading by Example’ as we 
make progress toward carbon-neutral operations and zero waste-to-landfill across our global footprint and net positive 
water use in water-stressed locations. Our ‘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.

SEPARATION OF INDUSTRIAL SEGMENT BUSINESS

On the Distribution Date, we completed the Transaction with Gardner Denver, which changed its name to Ingersoll Rand 
after the Transaction, whereby we distributed Ingersoll-Rand U.S. HoldCo, Inc., which contained Ingersoll Rand Industrial, 
through the Distribution to our shareholders of record as of February 24, 2020. Ingersoll Rand Industrial then merged into 
a wholly-owned subsidiary of Ingersoll Rand. Upon close of the Transaction, our existing shareholders received 50.1% of 
the shares of Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver stockholders retained 49.9% 
of the shares of Ingersoll Rand on a fully diluted basis. As a result, our shareholders received .8824 shares of Ingersoll 
Rand common stock with respect to each share owned as of February 24, 2020. In connection with the Transaction, we 
received a special cash payment of $1.9 billion. 

During the year ended December 31, 2021, we paid Ingersoll Rand $49.5 million to settle certain items related to the 
Transaction. This payment was related to working capital, cash and indebtedness amounts as of the Distribution Date, as 
well as funding levels related to pension plans, non-qualified deferred compensation plans and retiree health benefits. 
We recorded the settlement as a reduction to Retained earnings during the first quarter of 2021. 

After the Distribution Date, we do not beneficially own any Ingersoll Rand Industrial shares of common stock and no 
longer consolidate Ingersoll Rand Industrial in our financial statements. The historical results of Ingersoll Rand Industrial 
are presented as a discontinued operation in the Consolidated Statements of Earnings and Consolidated Statements of 
Cash Flows.

SIGNIFICANT EVENTS

COVID-19 GLOBAL PANDEMIC

In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment 
and mitigation measures worldwide. During the first half of 2020, the COVID-19 global pandemic adversely impacted our 
business globally including, but not limited to, lower end customer demand, certain supply chain delays, temporary facility 
closures and limitations of our workforce to essential crews only. In response, we proactively initiated cost cutting actions 
and actively managed our supply chain in an effort to mitigate the impact of the global pandemic on our business. Despite 
the challenges set forth by the COVID-19 global pandemic, we continued to sell, install and service our products, invest in 
our businesses, develop and launch new products and deliver innovative customer solutions for electrification of heating, 
cooling and transport, enhanced indoor air quality, and precise temperature control along the full vaccine cold chain. 

During the year ended December 31, 2021, we experienced significant increases in end market demand, executed price 
increases to cover rapidly increasing material, component and logistics costs and realized strong earnings growth as a 
result of strong execution across our organization. In addition, to meet our increased customer demand, we are proactively 
managing industry-wide supply chain and resource constraints and are working closely with our suppliers, customers and 
logistics providers to mitigate the impacts on our business as we continue to sell, install and service our products.

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

REORGANIZATION OF ALDRICH AND MURRAY

On the Petition Date, our indirect wholly-owned subsidiaries, Aldrich and Murray each filed a voluntary petition for 
reorganization under the Bankruptcy Code. As a result of the Chapter 11 filings, all asbestos-related lawsuits against 
Aldrich and Murray have been stayed due to the imposition of a statutory automatic stay applicable in Chapter 11 
bankruptcy cases. Only Aldrich and Murray have filed for Chapter 11 relief. Neither Aldrich’s wholly-owned subsidiary, 200 
Park, Murray’s wholly-owned subsidiary, ClimateLabs, nor the Trane Companies are part of the Chapter 11 filings. 

31

2021 Annual Report2021 ANNUAL REPORTPART II

The goal of these Chapter 11 filings is to resolve equitably and permanently all current and future asbestos-related claims 
in a manner beneficial to claimants, Aldrich and Murray through court approval of a plan of reorganization that would 
create a trust pursuant to section 524(g) of the Bankruptcy Code, establish claims resolution procedures for all current 
and future asbestos-related claims against Aldrich and Murray and channel such claims to the trust for resolution in 
accordance with those procedures.

Aldrich and its wholly-owned subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs were 
deconsolidated as of the Petition Date and their respective assets and liabilities were derecognized from our 
Consolidated Financial Statements. Amounts derecognized in 2020 primarily related to the legacy asbestos-related 
liabilities and asbestos-related insurance recoveries and $41.7 million of cash.

As a result of the deconsolidation, we recognized an aggregate loss of $24.9 million in our Consolidated Statements 
of Earnings during the year ended December 31, 2020. A gain of $0.9 million related to Murray and its wholly-owned 
subsidiary ClimateLabs was recorded within Other income/ (expense), net and a loss of $25.8 million related to Aldrich 
and its wholly-owned subsidiary 200 Park was recorded within Discontinued operations, net of tax. Additionally, the 
deconsolidation resulted in an investing cash outflow of $41.7 million in our Consolidated Statements of Cash Flows, of 
which $10.8 million was recorded within continuing operations during the year ended December 31, 2020.

During the year ended December 31, 2021, in connection with the agreement in principle reached by Aldrich and Murray 
with the FCR and the motion to create a $270.0 million QSF, we recorded a charge of $21.2 million to increase our Funding 
Agreement liability to $270.0 million. The corresponding charge was bifurcated between Other income/ (expense), net of 
$7.2 million relating to Murray and discontinued operations of $14.0 million relating to Aldrich.

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF, which is expected to be funded in the 
first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes 
final and non-appealable. Therefore, as we expect to fund the QSF shortly after the Bankruptcy Court enters the order 
reflecting its approval, we reclassified our $270.0 million Funding Agreement liability to Accrued expenses and other 
current liabilities at December 31, 2021. At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to 
predict whether the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or 
how long the Chapter 11 cases will last. The Chapter 11 cases remain pending as of February 7, 2022.

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

TRENDS AND ECONOMIC EVENTS

We are a global corporation with worldwide operations. As a global business, our operations are affected by worldwide, 
regional and industry-specific economic factors as well as political and social factors wherever we operate or do 
business. Our geographic diversity and the breadth of our product and services portfolios have helped mitigate the 
impact of any one industry or the economy of any single country on our consolidated operating results. 

Given our broad range of products manufactured and geographic markets served, management uses a variety of 
factors to predict the outlook for our company. We monitor key competitors and customers in order to gauge relative 
performance and the outlook for the future. We regularly perform detailed evaluations of the different market segments 
we are serving to proactively detect trends and to adapt our strategies accordingly. In addition, we believe our order rates 
are indicative of future revenue and thus are a key measure of anticipated performance.

Current economic conditions have shown improvement but remain mixed across our end markets. The COVID-19 global 
pandemic continues to impact both the global HVAC and Transport end markets as industry-wide supply chain and 
resource constraints exist. As vaccine distribution and administration expands, we expect market conditions to continue 
improving across the geographies where we serve our customers.

We believe we have a solid foundation of global brands that are highly differentiated in all of our major product lines. Our 
geographic and product diversity coupled with our large installed product base provides growth opportunities within our 
service and corresponding parts and replacement revenue streams. In addition, we are investing substantial resources 
to innovate and develop new products and services which we expect will drive our future growth.

32

2021 ANNUAL REPORTRESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2021 COMPARED TO THE YEAR ENDED DECEMBER 31, 2020 - CONSOLIDATED RESULTS

PART II

DOLLAR AMOUNTS IN MILLIONS

Net revenues

Cost of goods sold

Gross profit

Selling and administrative expenses

Operating income

Interest expense

Other income/(expense), net

Earnings before income taxes

Provision for income taxes

Earnings from continuing operations

Discontinued operations, net of tax

Net earnings

NET REVENUES

2021

2020

PERIOD
CHANGE

2021% OF
REVENUES

2020% OF 
REVENUES

$ 14,136.4

$ 12,454.7

$ 1,681.7

(9,666.8)

(8,651.3)

(1,015.5)

4,469.6

3,803.4

666.2

(2,446.3)

(2,270.6)

(175.7)

2,023.3

1,532.8

490.5

68.4%

31.6%

17.3%

14.3%

69.5%

30.5%

18.2%

12.3%

(233.7)

(248.7)

1.1

4.1

1,790.7

1,288.2

(333.5)

1,457.2

(20.6)

(296.8)

991.4

(121.4)

15.0

(3.0)

502.5

(36.7)

465.8

100.8

$ 1,436.6

$

870.0

$

566.6

Net revenues for the year ended December 31, 2021 increased by 13.5%, or $1,681.7 million, compared with the same period 
of 2020. The components of the period change were as follows:

Volume

Pricing

Acquisitions

Currency translation

Total

7.5%

3.6%

1.6%

0.8%

13.5%

The increase in Net revenues was primarily driven by increased end customer demand as a result of improved economic 
conditions as it relates to the COVID-19 global pandemic compared to the full year of 2020, coupled with pricing 
increases within all of our segments to offset significant material and freight inflation, and a favorable impact from foreign 
currency translation. Also, during the fourth quarter of 2020 and the first quarter of 2021, we completed three channel 
acquisitions, two were completed in the Americas segment and the third was completed within the EMEA segment, 
further driving an increase in Net revenues as compared to the prior year. Refer to “Results by Segment” below for a 
discussion of Net revenues by segment.

GROSS PROFIT MARGIN

Gross profit margin for the year ended December 31, 2021 increased 110 basis points to 31.6% compared to 30.5% for 
the same period of 2020 primarily due to price realization and productivity benefits, partially offset by increased direct 
material, freight and other inflation.

SELLING AND ADMINISTRATIVE EXPENSES

Selling and administrative expenses for the year ended December 31, 2021 increased by 7.7%, or $175.7 million, compared 
with the same period of 2020. The increase in Selling and administrative expenses was primarily driven by higher 
compensation and employee benefits due to headcount growth, higher incentive compensation and lower cost in the 
prior year due to delays in merit increases and employee furloughs in certain regions, partially offset by lower spending 
on restructuring and transformation initiatives. However, Selling and administrative expenses as a percentage of Net 
revenues for the year ended December 31, 2021 decreased 90 basis points from 18.2% to 17.3% primarily due to higher 
revenues year-over-year.

33

2021 Annual Report2021 ANNUAL REPORTPART II

INTEREST EXPENSE

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

OTHER INCOME/(EXPENSE), NET

The components of Other income/(expense), net, for the years ended December 31 were as follows:

IN MILLIONS

Interest income

Foreign currency exchange loss

Other components of net periodic benefit credit/(cost)

Other activity, net

Other income/(expense), net

2021

2020

$

4.0

$

4.5

(10.7)

(1.6)

9.4

1.1

$

(10.0)

(14.7)

24.3

$

4.1

Other income /(expense), net includes the results from activities other than normal business operations such as interest 
income and foreign currency gains and losses on transactions that are denominated in a currency other than an entity’s 
functional currency. In addition, we include the components of net periodic benefit credit/(cost) for pension and post 
retirement obligations other than the service cost component. During the year ended December 31, 2021, other activity, 
net primarily includes a gain of $12.8 million related to the release of a pension indemnification liability, partially offset by a 
charge of $7.2 million to increase our Funding Agreement liability from asbestos-related activities of Murray. Other activity, 
net for the year ended December 31, 2020, primarily includes a $17.4 million adjustment to correct an overstatement of a 
legacy legal liability that originated in prior years and a gain of $0.9 million related to the deconsolidation of Murray and its 
wholly-owned subsidiary ClimateLabs within other activity, net. 

PROVISION FOR INCOME TAXES

The 2021 effective tax rate was 18.6% which was lower than the U.S. Statutory rate of 21% due to a $21.4 million reduction 
in valuation allowances on deferred tax assets primarily related to foreign tax credits as a result of an increase in current 
year foreign source income, 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 the recognition 
of a net $11.6 million tax expense related to a prepayment of an intercompany obligation, U.S. state and local taxes and 
certain non-deductible employee expenses. Revenues from non-U.S. jurisdictions accounted for approximately 29% 
of our total 2021 revenues, such that a material portion of our pretax income was earned and taxed outside the U.S. at 
rates ranging from 0% to 38%. 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.

The 2020 effective tax rate was 23.0% which was higher than the U.S. Statutory rate of 21% due to a $36.5 million non-cash 
charge related to the establishment of valuation allowances on net deferred tax assets, primarily net operating losses in 
certain tax jurisdictions and the write-off of a carryforward tax attribute as a result of the completion of the Transaction, 
U.S. state and local taxes and certain non-deductible employee expenses. These amounts were partially offset by excess 
tax benefits from employee share-based payments, a $14.0 million benefit primarily related to a reduction in valuation 
allowances on deferred taxes related to net operating losses as a result of a planned restructuring in a non-U.S. tax 
jurisdiction and foreign tax credits as a result of revised projections of future foreign source income and earnings in 
non-U.S. jurisdictions, which in aggregate have a lower effective tax rate. The impact of the changes in the valuation 
allowances and the write-off of the carryforward tax attribute increased the effective tax rate by 1.7%.  Revenues from 
non-U.S. jurisdictions accounted for approximately 28% of our total 2020 revenues, such that a material portion of our 
pretax income was earned and taxed outside the U.S. at rates ranging from 0% to 38%. 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.

34

2021 ANNUAL REPORTPART II

DISCONTINUED OPERATIONS

The components of Discontinued operations, net of tax for the years ended December 31 were as follows:

IN MILLIONS

Net revenues

Pre-tax earnings (loss) from discontinued operations

Tax benefit (expense)

Discontinued operations, net of tax

2021

2020

$

— $ 469.8

(39.3)

18.7

(136.3)

14.9

$ (20.6)

$ (121.4)

Discontinued operations are retained obligations from previously sold businesses, including amounts related to 
Ingersoll Rand Industrial as part of the completion of the Transaction and asbestos-related activities of Aldrich. During 
the year ended December 31, 2021, we recorded a charge of $14.0 million to increase our Funding Agreement liability 
from asbestos-related activities of Aldrich as well as pension and post retirement obligations and environmental costs 
related to our formerly owned businesses. The year ended December 31, 2020 includes pre-tax Ingersoll Rand Industrial 
separation costs primarily related to legal, consulting and advisory fees of $114.2 million and a loss of $25.8 million related 
to the deconsolidation of Aldrich and its wholly-owned subsidiary 200 Park. 

The components of Discontinued operations, net of tax for the years ended December 31 were as follows:

IN MILLIONS

Ingersoll Rand Industrial, net of tax

Asbestos-related activities of Aldrich (post-Petition Date)

Other discontinued operations, net of tax

Discontinued operations, net of tax

2021

2020

$

0.1

$

(84.9)

(13.3)

(7.4)

(19.1)

(17.4)

$ (20.6)

$ (121.4)

YEAR ENDED DECEMBER 31, 2021 COMPARED TO THE YEAR ENDED DECEMBER 31, 2020 - SEGMENT RESULTS

We operate under three regional operating segments designed to create deep customer focus and relevance in 
markets around the world.

•  Our Americas segment innovates for customers in North America and Latin America. The Americas segment 

encompasses commercial heating and cooling systems, building controls, and energy services and solutions; 
residential heating and cooling; and transport refrigeration systems and solutions.

•  Our EMEA segment innovates for customers in the Europe, Middle East and Africa region. The EMEA segment 
encompasses heating and cooling systems, services and solutions for commercial buildings, and transport 
refrigeration systems and solutions. 

•  Our Asia Pacific segment innovates for customers throughout the Asia Pacific region. The Asia Pacific segment 
encompasses heating and cooling systems, services and solutions for commercial buildings and transport 
refrigeration systems and solutions.

Management measures operating performance based on net earnings excluding interest expense, income taxes, 
depreciation and amortization, restructuring, unallocated corporate expenses and discontinued operations (Segment 
Adjusted EBITDA). Segment Adjusted EBITDA is not defined under accounting principles generally accepted in the United 
States of America (GAAP) and may not be comparable to similarly-titled measures used by other companies and should 
not be considered a substitute for net earnings or other results reported in accordance with GAAP. 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. Segment Adjusted EBITDA also provides a useful tool for assessing the comparability between periods and 
our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures 
because it eliminates non-cash charges such as depreciation and amortization expense. 

35

2021 Annual Report2021 ANNUAL REPORTPART II

The following discussion compares our results for each of our three reportable segments for the year ended 
December 31, 2021 compared to the year ended December 31, 2020.

DOLLAR AMOUNTS IN MILLIONS

2021

2020

Americas

Net revenues

Segment Adjusted EBITDA

Segment Adjusted EBITDA as a percentage of net revenues

EMEA

Net revenues

Segment Adjusted EBITDA

Segment Adjusted EBITDA as a percentage of net revenues

Asia Pacific

Net revenues

Segment Adjusted EBITDA

Segment Adjusted EBITDA as a percentage of net revenues

Total Net revenues

Total Segment Adjusted EBITDA

AMERICAS

$ 10,957.1

$

9,685.9

2,008.8

1,677.7

18.3%

17.3%

$

1,944.9

$

1,648.1

359.2

18.5%

265.7

16.1%

$

1,234.4

$

1,120.7

228.5

18.5%

188.8

16.8%

$ 14,136.4

$ 12,454.7

2,596.5

2,132.2

% 
CHANGE

13.1%

19.7%

18.0%

35.2%

10.1%

21.0%

13.5%

21.8%

Net revenues for the year ended December 31, 2021 increased by 13.1% or $1,271.2 million, compared with the same period 
of 2020. The components of the period change were as follows:

Volume

Pricing

Acquisitions

Total

7.0%

4.3%

1.8%

13.1%

The increase in Net revenues was primarily driven by increased end customer demand in all of our businesses as a 
result of improved economic conditions as it relates to the COVID-19 global pandemic compared to the full year of 2020, 
favorable pricing to offset significant material and freight inflation and the completion of two channel acquisitions during 
the fourth quarter of 2020. 

Segment Adjusted EBITDA margin for the year ended December 31, 2021 increased by 100 basis points to 18.3% 
compared to 17.3% for the same period of 2020 primarily due to price realization, productivity benefits and higher volumes, 
which outpaced direct material, freight and other costs driven by inflation and inefficiencies from strained supply chains.

EMEA

Net revenues for the year ended December 31, 2021 increased by 18.0% or $296.8 million, compared with the same period 
of 2020. The components of the period change were as follows:

Volume

Currency translation

Acquisitions

Pricing

Transfer of sales from Asia Pacific segment

Total

36

11.6%

3.1%

1.6%

1.1%

0.6%

18.0%

2021 ANNUAL REPORTPART II

The increase in Net revenues was primarily driven by increased end customer demand as a result of improved 
economic conditions as it relates to the COVID-19 global pandemic compared to the full year of 2020, a favorable 
impact from foreign currency translation and favorable pricing to offset significant material and freight inflation. Also, 
during the first quarter of 2021, we completed a channel acquisition, which is managed in our EMEA segment, and 
includes sales formerly reported under our Asia Pacific segment, further driving an increase in Net revenues as 
compared to the prior year. 

Segment Adjusted EBITDA margin for the year ended December 31, 2021 increased by 240 basis points to 18.5% 
compared to 16.1% for the same period of 2020 primarily due to productivity benefits, higher volumes, favorable pricing 
and favorable product mix, which outpaced direct material, freight and other costs driven by inflation and inefficiencies 
from strained supply chains.

ASIA PACIFIC

Net revenues for the year ended December 31, 2021 increased by 10.1% or $113.7 million, compared with the same period 
of 2020. The components of the period change were as follows:

Volume

Currency translation

Pricing

Transfer of sales to EMEA segment

Total

5.5%

3.6%

2.0%

(1.0)%

10.1%

The increase in Net revenues was primarily driven by increased end customer demand as a result of improved economic 
conditions as it relates to the COVID-19 global pandemic compared to the full year of 2020, a favorable impact from 
foreign currency translation and favorable pricing to offset significant material and freight inflation, partially offset by the 
transfer of sales to the EMEA segment related to the channel acquisition.

Segment Adjusted EBITDA margin for the year ended December 31, 2021 increased by 170 basis points to 18.5% 
compared to 16.8% for the same period of 2020. The increase was primarily driven by productivity benefits, favorable 
pricing and higher volumes as a result of increased customer demand from improved economic conditions driven by 
the COVID-19 global pandemic, partially offset by increased direct material, freight and other costs driven by inflation and 
inefficiencies from strained supply chains, and unfavorable product mix.

LIQUIDITY AND CAPITAL RESOURCES
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. 
In doing so, we review and analyze our current cash on hand, the number of days our sales are outstanding, inventory 
turns, capital expenditure commitments and income tax payments. Our cash requirements primarily consist of the 
following:

•  Funding of working capital

•  Debt service requirements

•  Funding of capital expenditures

•  Dividend payments

•  Funding of acquisitions, joint ventures and equity investments

•  Share repurchases

Our primary sources of liquidity include cash balances on hand, cash flows from operations, proceeds from debt 
offerings, commercial paper, and borrowing availability under our existing credit facilities. We earn a significant amount of 
our operating income in jurisdictions where it is deemed to be permanently reinvested. Our most prominent jurisdiction 
of operation is the U.S. We expect existing cash and cash equivalents available to the U.S. operations, the cash generated 
by our U.S. operations, our committed credit lines as well as our expected ability to access the capital and debt markets 
will be sufficient to fund our U.S. operating and capital needs for at least the next twelve months and thereafter for the 
foreseeable future. In addition, we expect existing non-U.S. cash and cash equivalents and the cash generated by our 

37

2021 Annual Report2021 ANNUAL REPORTPART II

non-U.S. operations will be sufficient to fund our non-U.S. operating and capital needs for at least the next twelve months 
and thereafter for the foreseeable future. The maximum aggregate amount of unsecured commercial paper notes 
available to be issued, on a private placement basis, under the commercial paper program is $2.0 billion, of which we 
had no outstanding balance as of December 31, 2021.

As of December 31, 2021, we had $2,159.2 million of cash and cash equivalents on hand, of which $1,461.8 million was 
held by non-U.S. subsidiaries. Cash and cash equivalents held by our non-U.S. subsidiaries are generally available for 
use in our U.S. operations via intercompany loans, equity infusions or via distributions from direct or indirectly owned 
non-U.S. subsidiaries for which we do not assert permanent reinvestment. As a result of the Tax Cuts and Jobs Act in 
2017, additional repatriation opportunities to access cash and cash equivalents held by non-U.S. subsidiaries have been 
created. In general, repatriation of cash to the U.S. can be completed with no significant incremental U.S. tax. However, to 
the extent that we repatriate funds from non-U.S. subsidiaries for which we assert permanent reinvestment to fund our 
U.S. operations, we would be required to accrue and pay applicable non-U.S. taxes. As of December 31, 2021, we currently 
have no plans to repatriate funds from subsidiaries for which we assert permanent reinvestment.

Share repurchases are made from time to time in accordance with management’s balanced capital allocation strategy, 
subject to market conditions and regulatory requirements. In February 2021, our Board of Directors authorized the 
repurchase of up to $2.0 billion of our ordinary shares under the 2021 Authorization upon completion of the prior share 
repurchase program which authorized the repurchase of up to $1.5 billion of our ordinary shares (2018 Authorization). 
During the year ended December 31, 2021, we repurchased and canceled $1.1 billion of our ordinary shares thus 
completing the 2018 Authorization and initiated repurchases under the 2021 Authorization of $600.2 million of our ordinary 
shares leaving approximately $1.4 billion remaining under the 2021 Authorization. Additionally, through January 31, 2022, we 
repurchased approximately $350 million of our ordinary shares under the 2021 Authorization. In February 2022, our Board 
of Directors authorized the repurchase of up to $3.0 billion of our ordinary shares under a new share repurchase program 
(2022 Authorization) upon completion of the 2021 Authorization.

We expect to pay a competitive and growing dividend. In February 2021, we announced an 11% increase in our quarterly 
share dividend from $0.53 to $0.59 per ordinary share, or $2.36 per share annualized. All four 2021 quarterly dividends were 
paid during the year ended December 31, 2021. In February 2022, our Board of Directors declared an increase in our 
quarterly share dividend by 14%, from $0.59 to $0.67 per ordinary share, or $2.36 to $2.68 per share annualized starting in 
the first quarter of 2022.

We continue to actively manage and strengthen our business portfolio to meet the current and future needs of our 
customers. We achieve this partly through engaging in research and development and sustaining activities and 
partly through acquisitions.  Sustaining activities include costs incurred to reduce production costs, improve existing 
products, create custom solutions for customers and provide support to our manufacturing facilities. Our research 
and development and sustaining costs account for approximately two percent of annual Net revenues. Each year, we 
make investments in new product development and new technology innovation as they are key factors in achieving our 
strategic objectives as a leader in the climate sector. In addition, we make investments in renewable energy production. 
For example, we invested in on-site solar energy generation at three of our facilities - Trenton, NJ, Columbia, SC, and 
Taicang, China - to benefit from operational and cost consistency, which is especially important in parts of the world with 
uncertain electricity prices and availability. During the fourth quarter of 2021, we completed installation of a photovoltaic 
(PV) system at our Zhongshan, China facility, which will begin generating solar electricity in 2022. These projects did 
not result in material expenditures for the year ended December 31, 2021. We continue to look for similar improvement 
opportunities including, but not limited to, 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. All 
NPD programs must complete a Design for Sustainability module within our NPD process to ensure that every program 
has a positive impact on sustainability. We also focus on partnering with our suppliers and technology providers to align 
their investment decisions with our technical requirements.

In pursuing our business strategy, we routinely conduct discussions, evaluate targets and enter into agreements 
regarding possible acquisitions, divestitures, joint ventures and equity investments. Since 2019, we have acquired several 
businesses, entered into joint ventures and invested in companies that complement existing products and services 
further enhancing our product portfolio. During the year ended December 31, 2021, we deployed capital of approximately 
$340 million attributable to acquisitions and equity investments. In addition, during the year ended December 31, 2020, we 

38

2021 ANNUAL REPORTPART II

completed a Reverse Morris Trust transaction with Ingersoll Rand whereby we separated Ingersoll Rand Industrial from 
our business portfolio, transforming the Company into a global climate innovator. We recognized separation-related costs 
of $114.2 million during the year ended December 31, 2020. These expenditures were incurred in order to facilitate the 
transaction and are included within Discontinued operations, net of tax.

We incur ongoing costs associated with restructuring initiatives intended to result in improved operating performance, 
profitability and working capital levels. Actions associated with these initiatives may include workforce reductions, 
improving manufacturing productivity, realignment of management structures and rationalizing certain assets. Post 
separation, we committed to reduce costs by $190 million through 2021 and an additional $110 million by 2023 for a 
total of $300 million in total annual savings under our transformation initiatives. In order to achieve these cost savings, 
we anticipate to incur costs up to $150 million through 2022. We currently have incurred approximately $126 million 
cumulatively through December 31, 2021. We believe that our existing cash flow, committed credit lines and access to the 
capital markets will be sufficient to fund share repurchases, dividends, research and development, sustaining activities, 
business portfolio changes and ongoing restructuring actions.

Certain of our subsidiaries entered into Funding Agreements with Aldrich and Murray 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. During the 
third quarter of 2021, Aldrich and Murray filed a motion with the Bankruptcy Court to create a $270 million QSF. The funds 
held in the QSF would be available to provide funding for the Section 524(g) Trust upon effectiveness of the Plan. On 
January 27, 2022, the Bankruptcy Court granted the request to fund the QSF. The QSF is expected to be funded in the 
first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes 
final and non-appealable. At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to predict whether 
the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the 
Chapter 11 cases will last. 

As the COVID-19 global pandemic impacts both the broader economy and our operations, we will continue to assess 
our liquidity needs and our ability to access capital markets. A continued worldwide disruption could materially affect 
economies and financial markets worldwide, resulting in an economic downturn that could affect demand for our 
products, our ability to obtain financing on favorable terms and otherwise adversely impact our business, financial 
condition and results of operations. See Part I, Item 1A Risk Factors for more information.

LIQUIDITY

The following table contains several key measures of our financial condition and liquidity at the periods ended 
December 31:

IN MILLIONS

Cash and cash equivalents

Short-term borrowings and current maturities of long-term debt(1)

Long-term debt

Total debt

Total Trane Technologies plc shareholders’ equity

Total equity

Debt-to-total capital ratio

2021

2020

$ 2,159.2

$ 3,289.9

350.4

4,491.7

4,842.1

6,255.9

6,273.1

775.6

4,496.5

5,272.1

6,407.7

6,427.1

43.6%

45.1 %

(1) 

The $300.0 million of 2.900% Senior notes were repaid in February 2021. The $125.0 million of 9.000% Debentures were repaid in 
August 2021. 

39

2021 Annual Report2021 ANNUAL REPORTPART II

DEBT AND CREDIT FACILITIES

Our short-term obligations primarily consist of debentures with put features and current maturities of long-term debt. 
We have outstanding $342.9 million of fixed rate debentures that contain a put feature that the holders may exercise 
on each anniversary of the issuance date. If exercised, we are obligated to repay in whole or in part, at the holder’s 
option, the outstanding principal amount (plus accrued and unpaid interest) of the debentures held by the holder. We 
also maintain a commercial paper program which is used for general corporate purposes. Under the program, the 
maximum aggregate amount of unsecured commercial paper notes available to be issued, on a private placement 
basis, is $2.0 billion as of December 31, 2021. We had no commercial paper outstanding at December 31, 2021 and 
December 31, 2020. See Note 7 to the Consolidated Financial Statements for additional information regarding the terms 
of our short-term obligations.

Our long-term obligations primarily consist of long-term debt with final maturity dates ranging between 2023 and 2049. 
In addition, we maintain two $1.0 billion senior unsecured revolving credit facilities, one of which matures in April 2023 and 
the other in June 2026. The facilities provide support for our commercial paper program and can be used for working 
capital and other general corporate purposes. Total commitments of $2.0 billion were unused at December 31, 2021 and 
December 31, 2020. See Note 7 to the Consolidated Financial Statements and further below in Supplemental Guarantor 
Financial Information for additional information regarding the terms of our long-term obligations and their related 
guarantees.

CASH FLOWS

The following table reflects the major categories of cash flows for the years ended December 31, respectively. For 
additional details, please see the Consolidated Statements of Cash Flows in the Consolidated Financial Statements.

IN MILLIONS

Net cash provided by (used in) continuing operating activities

Net cash provided by (used in) continuing investing activities

Net cash provided by (used in) continuing financing activities

Operating Activities

2021

2020

$

1,594.4

$

1,766.2

(545.7)

(2,127.6)

(338.5)

884.3

Net cash provided by continuing operating activities for the year ended December 31, 2021 was $1,594.4 million, of 
which net income provided $1,837.5 million after adjusting for non-cash transactions. Net cash provided by continuing 
operating activities for the year ended December 31, 2020 was $1,766.2 million, of which net income provided 
$1,422.5 million after adjusting for non-cash transactions. The year-over-year decrease in net cash provided by 
continuing operating activities was primarily due to higher working capital balances in the current year, partially offset 
by higher net earnings.

Investing Activities

Cash flows from investing activities represents inflows and outflows regarding the purchase and sale of assets. 
Primary activities associated with these items include capital expenditures, proceeds from the sale of property, plant 
and equipment, acquisitions, investments in joint ventures and divestitures. During the year ended December 31, 2021, 
net cash used in investing activities from continuing operations was $545.7 million. The primary drivers of the usage 
was attributable to the acquisition of businesses, which totaled $269.2 million, net of cash acquired, $223.0 million of 
capital expenditures and other investing activities of $68.6 million primarily related to investment in several companies 
that complement existing products and services further enhancing our product portfolio. During the year ended 
December 31, 2020, net cash used in investing activities from continuing operations was $338.5 million. The primary 
drivers of the usage was attributable to the acquisition of businesses, which totaled $182.8 million, net of cash acquired 
and $146.2 million of capital expenditures. In addition, as a result of the deconsolidation of Murray and its wholly-owned 
subsidiary ClimateLabs under the Chapter 11 bankruptcy filing, the assets and liabilities of these entities were 
derecognized, which resulted in a cash outflow of $10.8 million.

40

2021 ANNUAL REPORTPART II

Financing Activities

Cash flows from financing activities represent inflows and outflows that account for external activities affecting equity and 
debt. Primary activities associated with these actions include paying dividends to shareholders, repurchasing our own 
shares, issuing our stock and debt transactions. During the year ended December 31, 2021, net cash used in financing 
activities from continuing operations was $2,127.6 million. The primary drivers of the outflow related to the the repurchase 
of $1,100.3 million in ordinary shares, dividends paid to ordinary shareholders of $561.1 million and the repayment of 
long-term debt of $432.5 million. During the year ended December 31, 2020, net cash provided by financing activities 
from continuing operations was $884.3 million. The primary driver of the inflow related to the receipt of a special cash 
payment of $1,900.0 million pursuant to the completion of the Transaction. This amount was partially offset by dividends 
paid to ordinary shareholders of $507.3 million, the repayment of long-term debt of $307.5 million and the repurchase of 
$250.0 million in ordinary shares.

Free Cash Flow

Free cash flow is a non-GAAP measure and defined as Net cash provided by (used in) continuing operating activities, 
less capital expenditures, plus cash payments for restructuring and transformation costs. This measure is useful to 
management and investors because it is consistent with management’s assessment of our operating cash flow 
performance. The most comparable GAAP measure to free cash flow is Net cash provided by (used in) continuing 
operating activities. Free cash flow may not be comparable to similarly-titled measures used by other companies and 
should not be considered a substitute for Net cash provided by (used in) continuing operating activities in accordance 
with GAAP.

A reconciliation of Net cash provided by (used in) continuing operating activities to free cash flow the years ended 
December 31 is as follows:

IN MILLIONS

Net cash provided by (used in) continuing operating activities

Capital expenditures

Cash payments for restructuring

Transformation costs paid

Free cash flow(1)

(1)  Represents a non-GAAP measure.

PENSION PLANS

2021

2020

$

1,594.4

$

1,766.2

(223.0)

(146.2)

38.1

21.4

68.9

25.4

$

1,430.9

$

1,714.3

Our investment objective in managing defined benefit plan assets is to ensure that all present and future benefit 
obligations are met as they come due. We seek to achieve this goal while trying to mitigate volatility in plan funded status, 
contribution and expense by better matching the characteristics of the plan assets to that of the plan liabilities. Our 
approach to asset allocation is to increase fixed income assets as the plan’s funded status improves. We monitor plan 
funded status and asset allocation regularly in addition to investment manager performance. In addition, we monitor the 
impact of market conditions on our defined benefit plans on a regular basis. None of our defined benefit pension plans 
have experienced a significant impact on their liquidity due to market volatility. See Note 11 to the Consolidated Financial 
Statements for additional information regarding pensions.

CAPITAL RESOURCES
Based on historical performance and current expectations, we believe our cash and cash equivalents balance, the cash 
generated from our operations, our committed credit lines and our expected ability to access capital markets will satisfy 
our working capital needs, capital expenditures, dividends, share repurchases, upcoming debt maturities, and other 
liquidity requirements associated with our operations for the foreseeable future.

Capital expenditures were $223.0 million, $146.2 million and $205.4 million for the years ended December 31, 2021, 2020 and 
2019, respectively. Our investments continue to improve manufacturing productivity, reduce costs, provide environmental 
enhancements, upgrade information technology infrastructure and security and advanced technologies for existing 
facilities. The capital expenditure program for 2022 is estimated to be approximately two percent of revenues, including 
amounts approved in prior periods. Many of these projects are subject to review and cancellation at our option without 
incurring substantial charges.

41

2021 Annual Report2021 ANNUAL REPORTPART II

For financial market risk impacting the Company, see Item 7A. “Quantitative and Qualitative Disclosure About Market Risk.”

CAPITALIZATION

In addition to cash on hand and operating cash flow, we maintain significant credit availability under our Commercial 
Paper Program. Our ability to borrow at a cost-effective rate under the Commercial Paper Program is contingent upon 
maintaining an investment-grade credit rating. As of December 31, 2021, our credit ratings were as follows, remaining 
unchanged from 2020:

Moody’s

Standard and Poor’s

SHORT-TERM

LONG-TERM

P-2

A-2

Baa2

BBB

The credit ratings set forth above are not a recommendation to buy, sell or hold securities and may be subject to revision 
or withdrawal by the assigning rating organization. Each rating should be evaluated independently of any other rating.

Our public debt does not contain financial covenants and our revolving credit lines have a debt-to-total capital covenant 
of 65%. As of December 31, 2021, our debt-to-total capital ratio was significantly beneath this limit.

CONTRACTUAL OBLIGATIONS
Our contractual cash obligations include required payments of long-term debt principal and interest, purchase 
obligations and expected obligations under our pension and postretirement benefit plans. In addition, we have required 
payments of operating leases, income taxes and expected obligations under the Funding agreement, environmental and 
product liability matters. For additional information regarding leases, income taxes, including unrecognized tax benefits, 
and contingent liabilities, see Note 10, Note 17 and Note 21, respectively, to the Consolidated Financial Statements. Our 
material cash requirements include the following contractual and other obligations.

DEBT

At December 31, 2021, we had outstanding aggregate long-term debt principal payments of $4,872.6 million, with 
$350.4 million payable within 12 months. The amount payable within 12 months includes $342.9 million of debt redeemable 
at the option of the holder. The scheduled maturities of these bonds range between 2027 and 2028. Future interest 
payments on long-term debt total $2,402.4 million, with $215.2 million payable within 12 months. See Note 7 to the 
Consolidated Financial Statements for additional information regarding debt.

PURCHASE OBLIGATIONS

Purchase obligations include commitments under legally enforceable contracts or purchase orders. At December 31, 
2021, we had purchase obligations of $1,225.0 million, which are primarily payable within 12 months.

PENSIONS

It is our objective to contribute to the pension plans to ensure adequate funds are available in the plans to make benefit 
payments to plan participants and beneficiaries when required. We currently expect that we will contribute approximately 
$82 million to our enterprise plans worldwide in 2022. The timing and amounts of future contributions are dependent 
upon the funding status of the plan, which is expected to vary as a result of changes in interest rates, returns on 
underlying assets, and other factors. See Note 11 to the Consolidated Financial Statements for additional information 
regarding pensions.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

We fund postretirement benefit costs principally on a pay-as-you-go basis as medical costs are incurred by covered 
retiree populations. Benefit payments, which are net of expected plan participant contributions and Medicare Part D 
subsidy, are expected to be approximately $34 million in 2022. See Note 11 to the Consolidated Financial Statements for 
additional information regarding postretirement benefits other than pensions.

42

2021 ANNUAL REPORTPART II

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

Trane Technologies plc (Plc or Parent Company) and certain of its 100% directly or indirectly owned subsidiaries provide 
guarantees of public debt issued by other 100% directly or indirectly owned subsidiaries of Plc. The following table shows 
our guarantor relationships as of December 31, 2021:

PARENT, ISSUER OR GUARANTORS

Trane Technologies plc (Plc)

Trane Technologies Irish Holdings 
Unlimited Company (TT Holdings)

Trane Technologies Lux International 
Holding Company S.à.r.l.  
(TT International)

Trane Technologies Global Holding 
Company Limited (TT Global)

Trane Technologies Financing Limited 
(TTFL)(1)

Trane Technologies HoldCo Inc. 
(TTC HoldCo)

NOTES ISSUED

NOTES GUARANTEED

None

None

None

None

3.550% Senior notes due 2024
3.500% Senior notes due 2026
3.800% Senior notes due 2029
4.650% Senior notes due 2044
4.500% Senior notes due 2049

4.250% Senior notes due 2023
3.750% Senior notes due 2028
5.750% Senior notes due 2043
4.300% Senior notes due 2048

All registered notes and debentures

All notes issued by TTFL and TTC 
HoldCo

All notes issued by TTFL and TTC 
HoldCo

All notes issued by TTFL and TTC 
HoldCo

All notes and debentures issued by TTC 
HoldCo and TTC

All notes issued by TTFL

Trane Technologies Company LLC 
(TTC)

7.200% Debentures due 2022-2025
6.480% Debentures due 2025
Puttable debentures due 2027-2028

All notes issued by TTFL and TTC 
HoldCo

(1)  On April 30, 2021, Trane Technologies Luxembourg Finance S.A. (TT Lux) merged into TTFL, an Irish private limited company, and TTFL 

became the successor issuer of certain notes and assumed the guarantees and other obligations previously held by TT Lux.

Each subsidiary debt issuer and guarantor is owned 100% directly or indirectly by the Parent Company. Each guarantee 
is full and unconditional, and provided on a joint and several basis. There are no significant restrictions of the Parent 
Company, or any guarantor, to obtain funds from its subsidiaries, such as provisions in debt agreements that prohibit 
dividend payments, loans or advances to the parent by a subsidiary. The following tables present summarized financial 
information for the Parent Company and subsidiary debt issuers and guarantors on a combined basis (together, “obligor 
group”) after elimination of intercompany transactions and balances based on the Company’s legal entity ownerships 
and guarantees outstanding at December 31, 2021. Our obligor groups as of December 31, 2021 were as follows: obligor 
group 1 consists of Plc, TT Holdings, TT International, TT Global, TTFL, TTC HoldCo and TTC; obligor group 2 consists of 
Plc, TTFL and TTC.

SUMMARIZED STATEMENTS OF EARNINGS

IN MILLIONS

Net revenues

Gross profit (loss)

Intercompany interest and fees

Earnings (loss) from continuing operations

Discontinued operations, net of tax

Net earnings (loss)

Less: Net earnings attributable to noncontrolling interests

Net earnings (loss) attributable to Trane Technologies plc

YEAR ENDED DECEMBER 31, 2021

OBLIGOR GROUP 1

OBLIGOR GROUP 2

$

— 

— 

27.0

(269.3)

(18.1)

(287.4)

— 

$

— 

— 

270.5

(29.7)

(30.6)

(60.3)

— 

$ (287.4)

$ (60.3)

43

2021 Annual Report2021 ANNUAL REPORTPART II

SUMMARIZED BALANCE SHEET

IN MILLIONS

ASSETS

Intercompany receivables

Current assets

Intercompany notes receivable

Noncurrent assets

LIABILITIES

Intercompany payables

Current liabilities

Intercompany notes payable

Noncurrent liabilities

DECEMBER 31, 2021

OBLIGOR GROUP 1

OBLIGOR GROUP 2

$

128.9

$

494.0

1,348.3

1,831.9

2,662.9

4,160.1

5,045.6

2,400.7

7,758.7

1,623.4

5,531.6

6,135.7

2,452.0

3,288.8

2,400.7

5,712.6

CRITICAL ACCOUNTING ESTIMATES
Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our 
Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally 
accepted in the United States (GAAP). The preparation of financial statements in conformity with those accounting 
principles requires management to use judgment in making estimates and assumptions based on the relevant 
information available at the end of each period. These estimates and assumptions have a significant effect on reported 
amounts of assets and liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities 
because they result primarily from the need to make estimates and assumptions on matters that are inherently uncertain. 
Actual results may differ from these estimates. If updated information or actual amounts are different from previous 
estimates, the revisions are included in our results for the period in which they become known.

The following is a summary of certain accounting estimates and assumptions made by management that we consider 
critical.

•  Goodwill and indefinite-lived intangible assets – We have significant goodwill and indefinite-lived intangible assets on 

our balance sheet related to acquisitions. These assets are tested and reviewed annually during the fourth quarter for 
impairment or when there is a significant change in events or circumstances that indicate that the fair value of an asset is 
more likely than not less than the carrying amount of the asset. In addition, an interim impairment test is completed upon 
a triggering event or when there is a reorganization of reporting structure or disposal of all or a portion of a reporting unit.

  The determination of estimated fair value requires us to make assumptions about estimated cash flows, including 

profit margins, long-term forecasts, discount rates and terminal growth rates. We developed these assumptions based 
on the market and geographic risks unique to each reporting unit. The estimates of fair value are based on the best 
information available as of the date of the assessment, which primarily incorporates management assumptions about 
expected future cash flows.

Annual Goodwill Impairment Test

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

44

2021 ANNUAL REPORTPART II

As quoted market prices are not available for our 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 and revenues (a market approach), and a similar transactions method (also a market approach). 
The discounted cash flow approach relies on our estimates of future cash flows and explicitly addresses factors such 
as timing, growth and margins, with due consideration given to forecasting risk. The multiple of earnings and 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 subject reporting units. The similar transactions method 
considers prices paid in transactions that have recently occurred in our industry or in related industries. These 
valuation techniques are weighted 50%, 40% and 10%, respectively.

OTHER INDEFINITE-LIVED INTANGIBLE ASSETS

Impairment of other intangible assets with indefinite useful lives is first assessed using a qualitative assessment to 
determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. This assessment is 
used as a basis for determining whether it is necessary to calculate the fair value of an indefinite-lived intangible asset. 
For those indefinite-lived assets where it is required, a fair value is determined on a relief from royalty methodology 
(income approach) which is based on the implied royalty paid, at an appropriate discount rate, to license the use of 
an asset rather than owning the asset. The present value of the after-tax cost savings (i.e., royalty relief) indicates the 
estimated fair value of the asset. Any excess of the carrying value over the estimated fair value would be recognized as 
an impairment loss equal to that excess. 

•  Business combinations – Acquisitions that meet the definition of a business combination are recorded using the 

acquisition method of accounting. We include the operating results of acquired entities from their respective dates 
of acquisition. We recognize and measure the identifiable assets acquired, liabilities assumed, including contingent 
consideration relating to potential earnout provisions. and any non-controlling interest as of the acquisition date fair 
value. The valuation of intangible assets is determined using an income approach methodology. We use assumptions 
to value the intangible assets including projected future revenues, customer attrition rates, royalty rates, tax rates and 
discount rates. The excess, if any, of total consideration transferred in a business combination over the fair value of 
identifiable assets acquired, liabilities assumed, and any non-controlling interest is recognized as goodwill. Costs 
incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are 
recorded in the period the costs are incurred.

Contingent consideration

We assess any contingent consideration included in the consideration paid of a business combination. The value 
recorded is based on estimates of future financial projections on revenue under various potential scenarios, in which 
a Monte Carlo simulation model runs many iterations based on comparable companies’ revenue growth rates and 
their implied revenue volatilities. These cash flow projections are discounted with a risk adjusted rate. Each quarter until 
such contingent amounts are earned, the fair value of the liability is remeasured at each reporting period and adjusted 
as a component of operating expenses based on changes to the underlying assumptions. The estimates used to 
determine the fair value of the contingent consideration liability are subject to significant judgment, specifically revenue 
growth rates, implied revenue volatilities and discount rates. 

•  Asbestos matters – Prior to the Petition Date, certain of our wholly-owned subsidiaries and former companies were 

named as defendants in asbestos-related lawsuits in state and federal courts. We recorded a liability for our actual and 
anticipated future claims as well as an asset for anticipated insurance settlements. We performed a detailed analysis 
and projected an estimated range of the total liability for pending and unasserted future asbestos-related claims. We 
recorded the liability at the low end of the range as we believed that no amount within the range is a better estimate 
than any other amount. Our key assumptions underlying the estimated asbestos-related liabilities included the number 
of people occupationally exposed and likely to develop asbestos-related diseases such as mesothelioma and lung 
cancer, the number of people likely to file an asbestos-related personal injury claim against us, the average settlement 
and resolution of each claim and the percentage of claims resolved with no payment. Asbestos-related defense costs 
were excluded from the asbestos claims liability and were recorded separately as services were incurred. None of our 
existing or previously-owned businesses were a producer or manufacturer of asbestos. We recorded certain income and 
expenses associated with our asbestos liabilities and corresponding insurance recoveries within Discontinued operations, 
net of tax, as they related to previously divested businesses, except for amounts associated with asbestos liabilities and 
corresponding insurance recoveries of Murray and its predecessors, which were recorded within continuing operations. 

45

2021 Annual Report2021 ANNUAL REPORTPART II

•  Revenue recognition – Revenue is recognized when control of a good or service promised in a contract 

(i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct 
the use of and obtain substantially all of the remaining benefits from that good or service. A majority of our revenues 
are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract. 
However, a portion of our revenues are recognized over time as the customer simultaneously receives control as we 
perform work under a contract. For these arrangements, the cost-to-cost input method is used as it best depicts the 
transfer of control to the customer that occurs as we incur costs.

  The transaction price allocated to performance obligations reflects our expectations about the consideration we 

will be entitled to receive from a customer. To determine the transaction price, variable and noncash consideration 
are assessed as well as whether a significant financing component exists. We include variable consideration in 
the estimated transaction price when it is probable that significant reversal of revenue recognized would not occur 
when the uncertainty associated with variable consideration is subsequently resolved. We consider historical data in 
determining our best estimates of variable consideration, and the related accruals are recorded using the expected 
value method.

  We enter into sales arrangements that contain multiple goods and services. For these arrangements, each good or 

service is evaluated to determine whether it represents a distinct performance obligation and whether the sales price 
for each obligation is representative of standalone selling price. If available, we utilize observable prices for goods or 
services sold separately to similar customers in similar circumstances to evaluate relative standalone selling price. List 
prices are used if they are determined to be representative of standalone selling prices. Where necessary, we ensure 
that the total transaction price is then allocated to the distinct performance obligations based on the determination of 
their relative standalone selling price at the inception of the arrangement.

  We recognize revenue for delivered goods or services when the delivered good or service is distinct, control of the  
good or service has transferred to the customer, and only customary refund or return rights related to the goods or 
services exist. For extended warranties and long-term service agreements, revenue for these distinct performance 
obligations are recognized over time on a straight-line basis over the respective contract term. 

•  Income taxes – Deferred tax assets and liabilities are determined based on temporary differences between financial 
reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in 
which the differences are expected to reverse. We recognize future tax benefits, such as net operating losses and tax 
credits, to the extent that realizing these benefits is considered in our judgment to be more likely than not. We regularly 
review the recoverability of our deferred tax assets considering our historic profitability, projected future taxable income, 
timing of the reversals of existing temporary differences and the feasibility of our tax planning strategies. Where 
appropriate, we record a valuation allowance with respect to a future tax benefit.

  The provision for income taxes involves a significant amount of management judgment regarding interpretation of 

relevant facts and laws in the jurisdictions in which we operate. Future changes in applicable laws, projected levels of 
taxable income, and tax planning could change the effective tax rate and tax balances recorded by us. In addition, 
tax authorities periodically review income tax returns filed by us and can raise issues regarding our filing positions, 
timing and amount of income or deductions, and the allocation of income among the jurisdictions in which we 
operate. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution 
of an issue raised by a revenue authority with respect to that return. We believe that we have adequately provided 
for any reasonably foreseeable resolution of these matters. We will adjust our estimate if significant events so dictate. 
To the extent that the ultimate results differ from our original or adjusted estimates, the effect will be recorded in the 
provision for income taxes in the period that the matter is finally resolved.

•  Employee benefit plans – We provide a range of benefits to eligible employees and retirees, including pensions, 

postretirement and postemployment benefits. Determining the cost associated with such benefits is dependent on 
various actuarial assumptions including discount rates, expected return on plan assets, compensation increases, 
mortality, turnover rates and healthcare cost trend rates. Actuarial valuations are performed to determine expense 
in accordance with GAAP. Actual results may differ from the actuarial assumptions and are generally accumulated 
and amortized into earnings over future periods. We review our actuarial assumptions at each measurement date 
and make modifications to the assumptions based on current rates and trends, if appropriate. The discount rate, 

46

2021 ANNUAL REPORTPART II

the rate of compensation increase and the expected long-term rates of return on plan assets are determined as of 
each measurement date. We believe that the assumptions utilized in recording our obligations under our plans are 
reasonable based on input from our actuaries, outside investment advisors and information as to assumptions used 
by plan sponsors.

  Changes in any of the assumptions can have an impact on the net periodic pension cost or postretirement benefit 
cost. Estimated sensitivities to the expected 2022 net periodic pension cost of a 0.25% rate decline in the two basic 
assumptions are as follows: the decline in the discount rate would increase expense by approximately $4.2 million 
and the decline in the estimated return on assets would increase expense by approximately $7.2 million. A 0.25% rate 
decrease in the discount rate for postretirement benefits would increase expected 2022 net periodic postretirement 
benefit cost by $0.5 million.

RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 to the Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk

We are exposed to fluctuations in currency exchange rates, interest rates and commodity prices which could impact our 
results of operations and financial condition. 

FOREIGN CURRENCY EXPOSURES
We have operations throughout the world that manufacture and sell products in various international markets. As a result, 
we are exposed to movements in exchange rates of various currencies against the U.S. dollar as well as against other 
currencies throughout the world. 

Many of our non-U.S. operations have a functional currency other than the U.S. dollar, and their results are translated into 
U.S. dollars for reporting purposes. Therefore, our reported results will be higher or lower depending on the weakening 
or strengthening of the U.S. dollar against the respective foreign currency. Our largest concentration of revenues from 
non-U.S. operations as of December 31, 2021 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, 2021 from either Euros or Chinese 
Yuan-based operations into U.S. dollars would result in a decline of approximately $135 million and $70 million, respectively. 

We use derivative instruments to hedge those material exposures that cannot be naturally offset. The instruments utilized 
are viewed as risk management tools, primarily involve little complexity and are not used for trading or speculative 
purposes. To minimize the risk of counterparty non-performance, derivative instrument agreements are made only 
through major financial institutions with significant experience in such derivative instruments.

We evaluate our exposure to changes in currency exchange rates on our foreign currency derivatives using a sensitivity 
analysis. The sensitivity analysis is a measurement of the potential loss in fair value based on a percentage change in 
exchange rates. Based on the currency derivative instruments in place at December 31, 2021, a hypothetical change 
in fair value of those derivative instruments assuming a 10% adverse change in exchange rates would result in an 
unrealized loss of approximately $18.1 million, as compared with $22.3 million at December 31, 2020. These amounts, when 
realized, would be offset by changes in the fair value of the underlying transactions.

COMMODITY PRICE EXPOSURES
We are exposed to volatility in the prices of commodities used in some of our products and we use commodity hedge 
contracts in the financial derivatives market and fixed price purchase contracts to manage this exposure. Commodity 
risks are systematically managed pursuant to policy guidelines. As a cash flow hedge, gains and losses resulting from 
the hedging instruments mitigate a portion of our exposures to changes in commodity prices. The maturities of the 
commodity hedge contracts coincide with the expected purchase of the commodities. Based on the commodity 
derivative instruments in place at December 31, 2021, a hypothetical change in fair value of those derivative instruments 
assuming a 10% decrease in commodity prices would result in an unrealized loss of approximately $7.5 million. These 
amounts, when realized, would be offset by changes in the fair value of the underlying commodity purchases.

47

2021 Annual Report2021 ANNUAL REPORTPART II

INTEREST RATE EXPOSURE
Our debt portfolio mainly consists of fixed-rate instruments, and therefore any fluctuation in market interest rates is not 
expected to have a material effect on our results of operations.

Item 8. Financial Statements

(a)  The following Consolidated Financial Statements and the report thereon of PricewaterhouseCoopers LLP dated 

February 7, 2022, are presented in this Annual Report on Form 10-K beginning on page F-1.

Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019 
Consolidated Balance Sheets at December 31, 2021 and 2020
Consolidated Statements of Equity for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements

Item 9.  Changes in and Disagreements with Accountants on 

Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have conducted an 
evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the 
period covered by this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief 
Financial Officer concluded as of December 31, 2021, that the Company’s disclosure controls and procedures were 
effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under 
the Exchange Act has been recorded, processed, summarized and reported, within the time periods specified in the 
Commission’s rules and forms, and that such information has been accumulated and communicated to the Company’s 
management including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions 
regarding required disclosure.

(b)  Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial 
reporting as such term is defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting 
is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and 
effected by the Company’s Board of Directors to provide reasonable assurance regarding the reliability of financial 
reporting and the preparation of financial statements for external purposes in accordance with generally accepted 
accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become 
inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may 
deteriorate.

48

2021 ANNUAL REPORTPART II

Management has assessed the effectiveness of internal control over financial reporting as of December 31, 2021. In 
making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations 
(COSO) of the Treadway Commission in Internal Control - Integrated Framework (2013). Management concluded that 
based on its assessment, the Company’s internal control over financial reporting was effective as of December 31, 2021.

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

(c)  Changes in Internal Control Over Financial Reporting

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, 2021 that have materially affected, or are reasonably 
likely to materially affect, the Company’s internal control over financial reporting. 

Item 9B. Other Information

None.

Item 9C.  Disclosure Regarding Foreign Jurisdictions that Prevent 

Inspections

Not Applicable.

49

2021 Annual Report2021 ANNUAL REPORTPart III

Item 10. Directors, Executive Officers and Corporate Governance

The information regarding our executive officers is included in Part I under the caption “Executive Officers of Registrant.”

The other information required by this item is incorporated herein by reference to the information contained under the 
headings “Item 1. Election of Directors”, “Delinquent Section 16(a) Reports” and “Corporate Governance” in our definitive 
proxy statement for the 2022 annual general meeting of shareholders (2022 Proxy Statement).

Item 11. Executive Compensation

The other information required by this item is incorporated herein by reference to the information contained under 
the headings “Compensation Discussion and Analysis,” “Compensation of Directors,” “Executive Compensation,” 
“Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in our 2022 Proxy 
Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and 
Management and Related Stockholder Matters

The other information required by this item is incorporated herein by reference to the information contained under 
the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan 
Information” in our 2022 Proxy Statement.

Item 13.  Certain Relationships and Related Transactions, and 

Director Independence

The other information required by this item is incorporated herein by reference to the information contained under 
the headings “Corporate Governance” and “Certain Relationships and Related Person Transactions” in our 2022 Proxy 
Statement.

Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the information contained under the caption 
“Fees of the Independent Auditors” in our 2022 Proxy Statement.

50

2021 ANNUAL REPORTPart IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1.

2.

3.

Financial Statements
See Item 8.

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.

Exhibits

The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report 
on Form 10-K.

51

2021 Annual Report2021 ANNUAL REPORTPart IV

PART IV

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

Separation and Distribution Agreement between 
Ingersoll-Rand plc and Allegion plc, dated 
November 29, 2013.

   Incorporated by reference to Exhibit 3.1 to the 

Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on December 2, 2013.

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.

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).

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.

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.

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.

   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.

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.

2.1

2.2

2.3

3.1

3.2

4.1

52

2021 ANNUAL REPORTEXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

PART IV

4.2

4.3

4.4

4.5

4.6

4.7

4.8

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.

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.

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.

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.

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.

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. 

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.

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.

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.

Incorporated by reference to Exhibit 4.4 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on June 26, 2013.

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.

Incorporated by reference to Exhibit 4.5 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on October 29, 2014.

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.

Incorporated by reference to Exhibit 4.19 to the 
Company’s Form 10-K for the fiscal year ended
2016 (File No. 001-34400) filed with the SEC on 
February 13, 2017.

53

2021 Annual Report2021 ANNUAL REPORTPART IV

EXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

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.

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.

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.

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.

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. 

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.

Incorporated by reference to Exhibit 4.9 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Incorporated by reference to Exhibit 4.10 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Incorporated by reference to Exhibit 4.11 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Incorporated by reference to Exhibit 4.12 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Filed herewith.

Incorporated by reference to Exhibit 4.1 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on October 29, 2014

4.9

4.10

4.11

4.12

4.13

4.14

54

2021 ANNUAL REPORTPART IV

EXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

4.15

4.16

4.17

4.18

4.19

4.20

4.21

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.

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.

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.

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.

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.

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. 

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.

Incorporated by reference to Exhibit 4.2 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on October 29, 2014.

Incorporated by reference to Exhibit 4.3 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on October 29, 2014.

Incorporated by reference to Exhibit 4.4 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on October 29, 2014.

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.

Incorporated by reference to Exhibit 4.25 to the 
Company’s Form 10-K for the fiscal year ended 
2016 (File No. 001-34400) filed with the SEC on 
February 13, 2017.

Incorporated by reference to Exhibit 4.19 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Incorporated by reference to Exhibit 4.20 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

55

2021 Annual Report2021 ANNUAL REPORTPART IV

EXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

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.

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.
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. 
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.
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.
Second Supplemental Indenture, dated as of 
February 21, 2018, by and among Ingersoll-Rand Global 
Holding Company Limited, as issuer, Ingersoll-Rand 
plc, Ingersoll-Rand Luxembourg Finance S.A., 
Ingersoll-Rand Lux International Holding Company 
S.à r.l., Ingersoll-Rand Irish Holdings Unlimited 
Company and Ingersoll-Rand Company, as guarantors, 
and Wells Fargo Bank, National Association, as Trustee, 
relating to the 3.750% Senior Notes due 2028.

Incorporated by reference to Exhibit 4.21 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Incorporated by reference to Exhibit 4.22 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Filed herewith.

Incorporated by reference to Exhibit 4.1 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on February 26, 2018. 

Incorporated by reference to Exhibit 4.2 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on February 26, 2018.

Incorporated by reference to Exhibit 4.4 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on February 26, 2018.

4.22

4.23

4.24

4.25

4.26

4.27

56

2021 ANNUAL REPORTPART IV

EXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

4.28

4.29

4.30

4.31

4.32

4.33

Third Supplemental Indenture, dated as of February 21, 
2018, by and among Ingersoll-Rand Global Holding 
Company Limited, as issuer, Ingersoll-Rand plc, 
Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-
Rand Lux International Holding Company S.à r.l., 
Ingersoll-Rand Irish Holdings Unlimited Company and 
Ingersoll-Rand Company, as guarantors, and Wells 
Fargo Bank, National Association, as Trustee, relating 
to the 4.300% Senior Notes due 2048.
Fourth Supplemental Indenture, dated as of March 21, 
2019, by and among Ingersoll-Rand Global Holding 
Company Limited, as issuer, Ingersoll-Rand plc, 
Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-
Rand Lux International Holding Company S.à r.l., 
Ingersoll-Rand Irish Holdings Unlimited Company and 
Ingersoll-Rand Company, as guarantors, and Wells 
Fargo Bank, National Association, as Trustee, relating 
to the 3.500% Senior Notes due 2026.

Fifth Supplemental Indenture, dated as of March 21, 
2019, by and among Ingersoll-Rand Global Holding 
Company Limited, as issuer, Ingersoll-Rand plc, 
Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-
Rand Lux International Holding Company S.à r.l., 
Ingersoll-Rand Irish Holdings Unlimited Company and 
Ingersoll-Rand Company, as guarantors, and Wells 
Fargo Bank, National Association, as Trustee, relating 
to the 3.800% Senior Notes due 2029.

Sixth Supplemental Indenture, dated as of March 21, 
2019, by and among Ingersoll-Rand Global Holding 
Company Limited, as issuer, Ingersoll-Rand plc, 
Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-
Rand Lux International Holding Company S.à r.l., 
Ingersoll-Rand Irish Holdings Unlimited Company and 
Ingersoll-Rand Company, as guarantors, and Wells 
Fargo Bank, National Association, as Trustee, relating 
to the 4.500% Senior Notes due 2049.

Seventh Supplemental Indenture, dated as of May 1, 
2020, by and among Ingersoll-Rand Global Holding 
Company Limited, Trane Technologies Luxembourg 
Finance S.A., Trane Technologies plc, Ingersoll-Rand 
Company, Trane Technologies Lux International 
Holding Company S.à r.l., Trane Technologies Irish 
Holdings Unlimited Company, Trane Technologies 
HoldCo Inc. and Wells Fargo Bank, National 
Association, as Trustee. 

Eighth Supplemental Indenture, dated as of May 1, 
2020, by and among Ingersoll-Rand Global Holding 
Company Limited, Trane Technologies Luxembourg 
Finance S.A., Trane Technologies plc, Trane 
Technologies Lux International Holding Company 
S.à r.l., Trane Technologies Irish Holdings Unlimited 
Company, Trane Technologies HoldCo Inc., Trane 
Technologies Company LLC and Wells Fargo Bank, 
National Association, as Trustee.

Incorporated by reference to Exhibit 4.6 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on February 26, 2018.

Incorporated by reference to Exhibit 4.1 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on March 26, 2019.

Incorporated by reference to Exhibit 4.3 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on March 26, 2019.

Incorporated by reference to Exhibit 4.5 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on March 26, 2019.

Incorporated by reference to Exhibit 4.30 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Incorporated by reference to Exhibit 4.31 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

57

2021 Annual Report2021 ANNUAL REPORTPART IV

EXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

Ninth Supplemental Indenture, dated as of May 1, 
2020, by and among Ingersoll-Rand Global Holding 
Company Limited, Trane Technologies Luxembourg 
Finance S.A., Trane Technologies plc, Trane 
Technologies Lux International Holding Company 
S.à r.l., Trane Technologies Irish Holdings Unlimited 
Company, Trane Technologies HoldCo Inc., Trane 
Technologies Company LLC and Wells Fargo Bank, 
National Association, as Trustee.

Tenth Supplemental Indenture, dated as of May 1, 
2020, by and among Ingersoll-Rand Global Holding 
Company Limited, Trane Technologies Luxembourg 
Finance S.A., Trane Technologies plc, Trane 
Technologies Lux International Holding Company 
S.à r.l., Trane Technologies Irish Holdings Unlimited 
Company, Trane Technologies HoldCo Inc., Trane 
Technologies Company LLC and Wells Fargo Bank, 
National Association, as Trustee.

Eleventh Supplemental Indenture dated as of April 30, 
2021, by and among Trane Technologies Financing 
Limited, Trane Technologies Global Holding Company 
Limited, Trane Technologies plc, Trane Technologies 
Lux International Holding Company S.à r.l., Trane 
Technologies Irish Holdings Unlimited Company, Trane 
Technologies HoldCo Inc. and Trane Technologies 
Company LLC and Wells Fargo Bank, National 
Association.

Form of Ordinary Share Certificate of Ingersoll-
Rand plc.

   Incorporated by reference to Exhibit 4.32 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Incorporated by reference to Exhibit 4.33 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Filed herewith.

Incorporated by reference to Exhibit 4.6 to the 
Company’s Form S-3 (File No. 333-161334) filed with 
the SEC on August 13, 2009.

Description of Registrant’s Securities 

Filed herewith.

Form of Global Stock Option Award Agreement 
(February 2021).

Form of Global Restricted Stock Unit Award 
Agreement (February 2021).

Form of Global Performance Stock Unit Award 
Agreement (February 2021).

   Incorporated by reference to Exhibit 10.1 to the 

Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

   Incorporated by reference to Exhibit 10.2 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

   Incorporated by reference to Exhibit 10.3 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Incorporated by reference to Exhibit 10.1 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on June 24, 2021.

Credit Agreement dated June 18, 2021 among Trane 
Technologies Holdco Inc., Trane Technologies Global 
Holding Company Limited and Trane Technologies 
Financing Limited, Trane Technologies plc, Trane 
Technologies Lux International Holding Company S.à r.l., 
Trane Technologies Irish Holdings Unlimited Company, 
Trane Technologies Company LLC, JPMorgan Chase 
Bank, N.A., as Administrative Agent, Citibank, N.A., as 
Syndication Agent, J.P. Morgan Securities LLC and BNP 
Paribas, as Sustainability Structuring Agents, Deutsche 
Bank Securities Inc., Goldman Sachs Bank USA, MUFG 
Bank, Ltd. and U.S. Bank National Association as 
Documentation Agents, and JPMorgan Chase Bank, 
N.A., Citibank, N.A., BofA Securities, Inc., BNP Securities 
Corp. and Mizuho Bank, Ltd., as joint lead arrangers 
and joint bookrunners, and certain lending institutions 
from time to time parties thereto.

4.34

4.35

4.36

4.37

4.38

10.1*

10.2*

10.3*

10.4

58

2021 ANNUAL REPORTEXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

PART IV

10.5

10.6

10.7

10.8

10.9

10.10*

10.11*

10.12*

10.13*

10.14*

10.15*

10.16*

Credit Agreement dated June 4, 2020 among Trane 
Technologies Holdco Inc., Trane Technologies Global 
Holding Company Limited and Trane Technologies 
Luxembourg Finance S.A., Trane Technologies 
plc, Trane Technologies Lux International Holding 
Company S.à r.l. (“TT Lux Holding Company”), Trane 
Technologies Irish Holdings Unlimited Company (“Irish 
Holdings”), Trane Technologies Company LLC (“TTC” 
and, together with TT Parent, Irish Holdings and TT 
Lux Holding Company, the “Guarantors”), JPMorgan 
Chase Bank, N.A., as Administrative Agent, Citibank, 
N.A., as Syndication Agent, Deutsche Bank Securities 
Inc., Goldman Sachs Bank USA and MUFG Bank, Ltd., 
as Documentation Agents, and JPMorgan Chase Bank, 
N.A., Citibank, N.A., BofA Securities, Inc., BNP Securities 
Corp. and Mizuho Bank, Ltd., as joint lead arrangers 
and joint bookrunners, and certain lending institutions 
from time to time parties thereto.

First Amendment to 2020 Credit Agreement dated 
September 24, 2021.

Deed Poll Indemnity of Ingersoll-Rand plc, an Irish 
public limited company, as to the directors, secretary 
and officers and senior executives of Ingersoll-Rand 
plc and the directors and officers of Ingersoll-Rand 
plc’s subsidiaries.

Tax Sharing Agreement, dated as of July 16, 2007, by 
and among American Standard Companies Inc. and 
certain of its subsidiaries and WABCO Holdings Inc. 
and certain of its subsidiaries.

Tax Matters Agreement between Ingersoll-Rand plc 
and Allegion plc, dated November 30, 2013.

Trane Technologies Incentive Stock Plan of 2013 
(amended and restated as of March 2, 2020).

Trane Technologies Incentive Stock Plan of 2018 
(amended and restated as of March 2, 2020).

Trane Technologies Executive Deferred Compensation 
Plan (as amended and restated effective May 4, 2020).

Incorporated by reference to Exhibit 10.1 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on June 10, 2020. 

Incorporated by reference to Exhibit 10.1 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on September 30, 2021.

Incorporated by reference to Exhibit 10.5 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on July 1, 2009.

   Incorporated by reference to Exhibit 10.1 to Trane 

Inc.’s Form 8-K (File No. 001-11415) filed with the SEC 
on July 20, 2007.

   Incorporated by reference to Exhibit 10.2 to the 

Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on December 2, 2013.

Incorporated by reference to Exhibit 10.9 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Incorporated by reference to Exhibit 10.10 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

   Incorporated by reference to Exhibit 10.11 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Trane Technologies Executive Deferred Compensation 
Plan II (as amended and restated effective May 4, 
2020).

Filed herewith.

Trane Technologies Director Deferred Compensation 
and Stock Award Plan (as amended and restated 
effective March 2, 2020).

Incorporated by reference to Exhibit 10.13 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

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.

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.

59

2021 Annual Report2021 ANNUAL REPORTPART IV

EXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

10.17*

10.18*

10.19*

10.20*

10.21*

10.22*

10.23*

10.24*

10.25*

10.26*

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.

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.

Trane Technologies Supplemental Pension Plan 
(Amended and Restated Effective May 4, 2020).

Trane Technologies Supplemental Pension Plan II 
(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.

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.

Trane Technologies Elected Officers Supplemental 
Plan (Effective January 1, 2005 and Amended and 
Restated effective May 4, 2020).

Incorporated by reference to Exhibit 10.20 to the 
Company’s 2020 Form 10-K (File No. 001-34400) 
filed with the SEC on February 9, 2021.

Trane Technologies Key Management Supplemental 
Program (Effective January 1, 2005 and Amended and 
Restated effective May 4, 2020).

Filed herewith.

Description of Annual Incentive Matrix Program.

Filed herewith.

Form of Tier 1 Change in Control Agreement (Officers 
before May 19, 2009).

Form of Tier 2 Change in Control Agreement 
(Officers before May 19, 2009).

Form of Tier 1 Change in Control Agreement (New 
Officers on or after May 19, 2009).

10.27*

Form of Tier 2 Change in Control Agreement (New 
Officers on or after May 19, 2009).

Incorporated by reference to Exhibit 99.1 to the 
Company’s Form 8-K (File No. 001-16831) filed with 
the SEC on December 4, 2006.

Incorporated by reference to Exhibit 99.2 to the 
Company’s Form 8-K (File No. 001-16831) filed with 
the SEC on December 4, 2006.

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.

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.

10.28*

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.

10.29*

Michael W. Lamach Letter, dated December 24, 2003.

10.30*

Michael W. Lamach Letter, dated June 4, 2008.

10.31*

Michael W. Lamach Letter, dated February 4, 2009.

10.32*

Michael W. Lamach Letter, dated February 3, 2010.

Incorporated by reference to Exhibit 10.35 to the 
Company’s Form 10-K for the fiscal year ended 
2003 (File No. 001-16831) filed with the SEC on 
February 27, 2004.

Incorporated by reference to Exhibit 10.2 to the 
Company’s Form 8-K (File No. 001-16831) filed with 
the SEC on June 10, 2008.

Incorporated by reference to Exhibit 10.43 to the 
Company’s Form 10-K for the fiscal year ended 
2008 (File No. 001-16831) filed with the SEC on 
March 2, 2009.

Incorporated by reference to Exhibit 10.1 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on February 5, 2010.

60

2021 ANNUAL REPORTEXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

PART IV

10.33*

Michael W. Lamach Letter, dated December 23, 2012.

10.34

Michael W. Lamach Letter, dated June 3, 2021.

10.35*

Marcia J. Avedon Letter, dated January 8, 2007.

10.36*

Marcia J. Avedon Letter, dated December 20, 2012.

10.37*

Marcia J. Avedon Letter, dated January 5, 2022. 

10.38*

David S. Regnery Letter, dated as of September 1, 2017.

10.39*

David S. Regnery Letter, dated as of December 9, 2019.

10.40*

David S. Regnery Letter, dated as of June 3, 2021.

Christopher J. Kuehn Letter, dated as of 
December 10, 2019.

Incorporated by reference to Exhibit 10.48 to the 
Company’s Form 10-K for the fiscal year ended 
2012 (File No. 001-34400) filed with the SEC on 
February 14, 2013.

Incorporated by reference to Exhibit 10.2 to the 
Company’s Form 8-K filed with the SEC on 
June 4, 2021.

Incorporated by reference to Exhibit 10.45 to the 
Company’s Form 10-K for the fiscal year ended 
December 31, 2006 (File No. 001-16831) filed with the 
SEC on March 1, 2007.

Incorporated by reference to Exhibit 10.53 to the 
Company’s Form 10-K for the fiscal year ended 
2012 (File No. 001-34400) filed with the SEC on 
February 14, 2013.

Incorporated by reference to Exhibit 10.1 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on January 6, 2022.

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. 

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. 

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.

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.

Paul A. Camuti Letter, dated December 5, 2019.

Filed herewith.

Employee Matters Agreement between Ingersoll-Rand 
plc and Allegion plc, dated November 30, 2013.

Incorporated by reference to Exhibit 10.1 to the 
Company’s Form 8-K (File No. 001-34400) filed with 
the SEC on December 2, 2013.

List of Subsidiaries of Trane Technologies plc.

List of Guarantors and Subsidiary Issuers of 
Guaranteed Securities.

Consent of Independent Registered Public 
Accounting Firm.

Filed herewith.

Filed herewith.

Filed herewith.

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.

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.

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.

61

10.41*

10.42*

10.43*

21

22.1

23.1

31.1

31.2

32

2021 Annual Report2021 ANNUAL REPORTPART IV

EXHIBIT NO.

DESCRIPTION

   METHOD OF FILING

101

   Furnished herewith.

The following materials from the Company’s Annual 
Report on Form 10-K for the year ended December 31, 
2021, 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.

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.

Item 16. Form 10-K Summary

Not applicable.

62

2021 ANNUAL REPORTSignatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused 
this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PART IV

TRANE TECHNOLOGIES PLC 
(Registrant)

By:

/s/ David S. Regnery
David S. Regnery
Chair of the Board and Chief Executive Officer 
(Principal Executive Officer)

Date: February 7, 2022

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed by the following persons 
on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

/s/ David S. Regnery
(David S. Regnery)

Chair of the Board and Chief Executive Officer 
(Principal Executive Officer)

/s/ Christopher J. Kuehn
(Christopher J. Kuehn)

Executive Vice President and Chief Financial Officer 
(Principal Financial Officer)

/s/ Heather R. Howlett
(Heather R. Howlett)

Vice President and Chief Accounting Officer 
(Principal Accounting Officer)

/s/ Kirk E. Arnold
(Kirk E. Arnold)

/s/ Ann C. Berzin
(Ann C. Berzin)

/s/ April Miller Boise
(April Miller Boise)

/s/ John Bruton
(John Bruton)

/s/ Jared L. Cohon
(Jared L. Cohon)

/s/ Gary D. Forsee
(Gary D. Forsee)

/s/ Linda P. Hudson 
(Linda P. Hudson)

/s/ Myles P. Lee
(Myles P. Lee)

/s/ Karen B. Peetz
(Karen B. Peetz)

/s/ John P. Surma
 (John P. Surma)

/s/ Tony L. White
(Tony L. White)

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Date

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

February 7, 2022

63

2021 Annual Report2021 ANNUAL REPORTPart IV

PART IV

TRANE TECHNOLOGIES PLC

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

F-2
F-4
F-5
F-6
F-7
F-8
F-9

F-1

2021 ANNUAL REPORTPART IV

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Trane Technologies plc

OPINIONS ON THE FINANCIAL STATEMENTS AND INTERNAL CONTROL OVER 
FINANCIAL REPORTING
We have audited the accompanying consolidated balance sheets of Trane Technologies plc and its subsidiaries 
(the “Company”) as of December 31, 2021 and 2020, 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, 2021, 
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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each 
of the three years in the period ended December 31, 2021 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, 2021, based on criteria established in Internal Control - Integrated 
Framework (2013) issued by the COSO.

BASIS FOR OPINIONS
The Company’s management is responsible for these consolidated financial statements, for maintaining effective 
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial 
reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our 
responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal 
control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company 
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in 
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange 
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and 
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of 
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was 
maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material 
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that 
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and 
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used 
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial 
statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over 
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating 
effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as 
we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

DEFINITION AND LIMITATIONS OF INTERNAL CONTROL OVER FINANCIAL REPORTING
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding 
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies 
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the 
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are 
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting 
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations 

F-2

2021 Annual Report2021 ANNUAL REPORTPART IV

of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely 
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the 
financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become 
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may 
deteriorate.

CRITICAL AUDIT MATTERS
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial 
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts 
or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, 
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on 
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, 
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

FAIR VALUE MEASUREMENTS OF THE CONTINGENT CONSIDERATION FOR FARRAR SCIENTIFIC CORPORATION 
ACQUISITION

As described in Note 18 to the consolidated financial statements, the Company acquired 100% of Farrar Scientific 
Corporation’s (Farrar Scientific) assets. The purchase price for the acquisition was expected to be $349.9 million, 
comprised of the upfront cash consideration of $251.2 million and the fair value of the contingent consideration relating to 
an earnout payment at the time of closing the acquisition of $98.7 million. The contingent consideration is payable in 2025 
based on the achievement of certain revenue targets by Farrar Scientific from January 1, 2022 through December 31, 
2024. Management determines the estimated fair value of the contingent consideration liability using a Monte Carlo 
simulation model, which runs many iterations based on comparable companies’ revenue growth rates and their implied 
revenue volatilities. The estimates used to determine the fair value of the contingent consideration liability are subject to 
significant judgment, specifically revenue growth rates and implied revenue volatilities. 

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming 
our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of 
controls relating to management’s fair value of the contingent consideration, including controls over the development 
of significant assumptions related to revenue growth rates and implied revenue volatilities. These procedures also 
included, among others, (i) reading the purchase agreement, (ii) testing management’s process for developing the fair 
value estimate of the contingent consideration, (iii) evaluating the appropriateness of the Monte Carlo simulation model, 
(iv) testing the completeness and accuracy of underlying data used in the model, and (v) evaluating the significant 
assumptions used by management related to revenue growth rates and implied revenue volatilities. Evaluating 
management’s assumptions related to revenue growth rates involved assessing whether the assumptions used by 
management were reasonable considering current and past performance of the acquired business, consistency with 
external market data, and whether these assumptions were consistent with evidence obtained in other areas of the audit. 
Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Monte 
Carlo simulation model and evaluating the appropriateness of the implied revenue volatilities assumption.

/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina 
February 7, 2022 

We have served as the Company’s auditor since at least 1906. We have not been able to determine the specific year we 
began serving as auditor of the Company.

F-3

2021 ANNUAL REPORTTrane Technologies plc
Consolidated Statements of Earnings
In millions, except per share amounts

FOR THE YEARS ENDED DECEMBER 31,

2021

2020

2019

PART IV

Net revenues

Products

Services

Costs and expenses

Cost of products sold

Cost of services sold

Selling and administrative expenses

Operating income

Interest expense

Other income/(expense), net

Earnings before income taxes

Provision for income taxes

Earnings from continuing operations

Discontinued operations, net of tax

Net earnings

Less: Net earnings from continuing operations attributable to 
noncontrolling interests

Less: Net earnings from discontinuing operations attributable to 
noncontrolling interests

$

9,498.8 $

8,372.5 $

8,968.1

4,637.6

4,082.2

4,107.8

14,136.4

12,454.7

13,075.9

(6,843.1)

(6,146.3)

(6,541.7)

(2,823.7)

(2,505.0)

(2,543.8)

(2,446.3)

(2,270.6)

(2,320.3)

2,023.3

1,532.8

1,670.1

(233.7)

(248.7)

1.1

4.1

(242.8)

(28.4)

1,790.7

1,288.2

1,398.9

(333.5)

1,457.2

(20.6)

1,436.6

(296.8)

991.4

(121.4)

870.0

(238.6)

1,160.3

268.2

1,428.5

(13.2)

(14.2)

(15.2)

—

(0.9)

(2.4)

Net earnings attributable to Trane Technologies plc

$

1,423.4

$

854.9

$

1,410.9

Amounts attributable to Trane Technologies plc ordinary shareholders:

Continuing operations

Discontinued operations

Net earnings

Earnings (loss) per share attributable to Trane Technologies plc ordinary 
shareholders:

Basic:

Continuing operations

Discontinued operations

Net earnings

Diluted:

Continuing operations

Discontinued operations

Net earnings

See accompanying notes to Consolidated Financial Statements.

$

1,444.0

$

977.2

$

1,145.1

(20.6)

(122.3)

265.8

$

1,423.4

$

854.9

$

1,410.9

$

$

$

$

6.05

$

4.07

$

(0.09)

(0.51)

5.96

$

3.56

$

5.96

$

4.02

$

(0.09)

(0.50)

5.87

$

3.52

$

4.74

1.10

5.84

4.69

1.08

5.77

F-4

2021 Annual Report2021 ANNUAL REPORTPART IV

Trane Technologies plc
Consolidated Statements of Comprehensive Income
In millions

FOR THE YEARS ENDED DECEMBER 31,

Net earnings

Other comprehensive income (loss):

Currency translation

Cash flow hedges

Unrealized net gains (losses) arising during period

Net (gains) losses reclassified into earnings

Tax (expense) benefit

Total cash flow hedges, net of tax

Pension and OPEB adjustments:

Prior service costs for the period

Net actuarial gains (losses) for the period

Amortization reclassified into earnings

Net curtailment and settlement (gains) losses reclassified to earnings

Currency translation and other

Tax (expense) benefit

Total pension and OPEB adjustments, net of tax

Other comprehensive income (loss), net of tax

2021

2020

2019

$

1,436.6

$

870.0

$

1,428.5

(122.7)

261.5

(37.1)

1.6

(6.4)

1.1

(3.7)

0.3

111.4

38.6

8.0

5.2

(43.7)

119.8

(6.6)

3.3

1.9

—

5.2

(1.9)

(52.5)

43.4

(1.8)

(10.4)

(0.7)

(23.9)

(2.7)

0.7

0.9

(1.1)

(5.7)

(41.9)

48.1

2.2

(1.4)

(4.7)

(3.4)

242.8

(41.6)

Comprehensive income, net of tax

$

1,430.0

$

1,112.8

$

1,386.9

Less: Comprehensive income attributable to noncontrolling interests

(12.7)

(17.8)

(18.5)

Comprehensive income attributable to Trane Technologies plc

$

1,417.3

$

1,095.0

$

1,368.4

See accompanying notes to Consolidated Financial Statements.

F-5

2021 ANNUAL REPORTTrane Technologies plc
Consolidated Balance Sheets
In millions, except share amounts

DECEMBER 31,

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

Accounts and notes receivable, net

Inventories

Other current assets

Total current assets

Property, plant and equipment, net

Goodwill

Intangible assets, net

Other noncurrent assets

Total assets

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

Accrued compensation and benefits

Accrued expenses and other current liabilities

Short-term borrowings and current maturities of long-term debt

Total current liabilities

Long-term debt

Postemployment and other benefit liabilities

Deferred and noncurrent income taxes

Other noncurrent liabilities

Total liabilities

Equity:

Trane Technologies plc shareholders’ equity

Ordinary shares, $1.00 par value (259,695,768 and 263,309,250 shares issued at 
December 31, 2021 and 2020, respectively)

Ordinary shares held in treasury, at cost (24,500,935 and 24,500,862 shares at 
December 31, 2021 and 2020, respectively)

Retained earnings

Accumulated other comprehensive income (loss)

Total Trane Technologies plc shareholders’ equity

Noncontrolling interest

Total equity

Total liabilities and equity

See accompanying notes to Consolidated Financial Statements.

PART IV

2021

2020

$ 2,159.2

$ 3,289.9

2,429.4

1,530.8

351.5

6,470.9

1,398.8

5,504.8

3,305.6

1,379.7

2,202.1

1,189.2

224.4

6,905.6

1,349.5

5,342.8

3,286.4

1,272.4

$ 18,059.8

$ 18,156.7

$ 1,787.3

$ 1,520.2

544.8

2,069.9

350.4

4,752.4

4,491.7

810.9

581.5

1,150.2

11,786.7

451.1

1,592.0

775.6

4,338.9

4,496.5

1,024.6

578.5

1,291.1

11,729.6

259.7

263.3

(1,719.4)

(1,719.4)

8,353.2

(637.6)

6,255.9

17.2

6,273.1

8,495.3

(631.5)

6,407.7

19.4

6,427.1

$ 18,059.8

$ 18,156.7

F-6

2021 Annual Report2021 ANNUAL REPORTPART IV

Trane Technologies plc
Consolidated Statements of Equity

IN MILLIONS, EXCEPT PER SHARE 
AMOUNTS

TOTAL
EQUITY

TRANE TECHNOLOGIES PLC SHAREHOLDERS’ EQUITY

ORDINARY SHARES ORDINARY 
SHARES 
HELD IN 
TREASURY, 
AT COST

AMOUNT 
AT PAR 
VALUE SHARES

CAPITAL IN
EXCESS OF
PAR VALUE

RETAINED
EARNINGS

ACCUMULATED  

OTHER
COMPREHENSIVE
INCOME (LOSS)

NONCONTROLLING 
INTEREST

Balance at December 31, 2018

$ 7,064.8 $ 266.4

266.4 $ (1,719.4) $

— $ 9,439.8 $

(964.1) $

Net earnings

1,428.5

Other comprehensive income 
(loss)

Shares issued under incentive 
stock plans

Repurchase of ordinary shares

Share-based compensation

Dividends declared to 
noncontrolling interest

Cash dividends declared 
($2.12 per share)

Other

(41.6)

72.5

(750.1)

63.5

(15.8)

(509.5)

0.1

—

—

—

—

2.8

(6.4)

2.8

(6.4)

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

— 1,410.9

—

69.7

—

—

(136.1)

(607.6)

66.4

(2.9)

—

—

—

—

(509.5)

0.1

—

(42.5)

—

—

—

—

—

—

Balance at December 31, 2019

$ 7,312.4 $ 262.8

262.8 $ (1,719.4) $

— $ 9,730.8 $

(1,006.6) $

Net earnings

Other comprehensive income 
(loss)

Shares issued under incentive 
stock plans

Repurchase of ordinary shares

Share-based compensation

Dividends declared to 
noncontrolling interest

Investment by joint venture 
partner

Cash dividends declared 
($2.12 per share)

Separation of Ingersoll Rand 
Industrial

870.0

242.8

64.5

(250.0)

66.3

(18.3)

7.0

(507.7)

(1,359.9)

—

—

—

—

2.3

(1.8)

2.3

(1.8)

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

62.2

854.9

—

—

(135.6)

(112.6)

69.5

(3.2)

—

3.9

—

—

—

(507.7)

—

240.1

—

—

—

—

—

—

— (1,466.9)

135.0

Balance at December 31, 2020

$ 6,427.1 $ 263.3

263.3 $ (1,719.4) $

— $ 8,495.3 $

(631.5) $

Net earnings

Other comprehensive income 
(loss)

Shares issued under incentive 
stock plans

1,436.6

(6.6)

78.3

Repurchase of ordinary shares

(1,100.3)

—

—

—

—

2.3

(5.9)

2.3

(5.9)

Share-based compensation

Dividends declared to 
noncontrolling interest

Cash dividends declared 
($2.36 per share)

Separation of Ingersoll Rand 
Industrial

Other

63.6

(14.9)

(561.8)

(49.0)

0.1

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

— 1,423.4

—

76.0

—

—

(142.5)

(951.9)

66.4

(2.8)

—

—

—

0.1

—

(561.8)

(49.0)

—

—

(6.1)

—

—

—

—

—

—

—

42.1

17.6

0.9

—

—

—

(15.8)

—

—

44.8

15.1

2.7

—

—

—

(18.3)

3.1

—

(28.0)

19.4

13.2

(0.5)

—

—

—

(14.9)

—

—

—

Balance at December 31, 2021

$ 6,273.1 $ 259.7

259.7 $ (1,719.4) $

— $ 8,353.2 $

(637.6) $

17.2

See accompanying notes to Consolidated Financial Statements.

F-7

2021 ANNUAL REPORTTrane Technologies plc
Consolidated Statements of Cash Flows
In millions

FOR THE YEARS ENDED DECEMBER 31,
Cash flows from operating activities:

Net earnings
Discontinued operations, net of tax
Adjustments for non-cash transactions:
Depreciation and amortization
Pension and other postretirement benefits
Stock settled share-based compensation
Other non-cash items, net
Changes in other assets and liabilities, net of the effects of acquisitions:

Accounts and notes receivable
Inventories
Other current and noncurrent assets
Accounts payable
Other current and noncurrent liabilities

Net cash provided by (used in) continuing operating activities
Net cash provided by (used in) discontinued operating activities
Net cash provided by (used in) operating activities
Cash flows from investing activities:

Capital expenditures
Acquisitions and equity method investments, net of cash acquired
Proceeds from sale of property, plant and equipment
Deconsolidation of certain entities under Chapter 11
Other investing activities, net
Net cash provided by (used in) continuing investing activities
Net cash provided by (used in) discontinued investing activities
Net cash provided by (used in) investing activities

Cash flows from financing activities:
Proceeds from long-term debt
Payments of long-term debt

Net proceeds from (payments of) debt

Debt issuance costs
Dividends paid to ordinary shareholders
Dividends paid to noncontrolling interests
Proceeds (payments) from shares issued under incentive plans, net
Repurchase of ordinary shares
Receipt of / (Settlement related to) special cash payment
Other financing activities, net
Net cash provided by (used in) continuing financing activities
Net cash provided by (used in) discontinued financing activities
Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents – beginning of period
Cash and cash equivalents – end of period
Cash paid during the year for:

Interest
Income taxes, net of refunds

See accompanying notes to Consolidated Financial Statements.

PART IV

2021

2020

2019

$ 1,436.6
20.6

$

870.0
121.4

$ 1,428.5
(268.2)

299.4
50.8
66.5
(36.4)

(265.4)
(348.8)
(153.8)
275.3
249.6
1,594.4
(6.1)
1,588.3

(223.0)
(269.2)
15.1
—
(68.6)
(545.7)
—
(545.7)

294.3
68.8
69.5
(1.5)

5.9
109.0
29.7
75.8
123.3
1,766.2
(331.2)
1,435.0

(146.2)
(182.8)
0.1
(10.8)
1.2
(338.5)
(37.7)
(376.2)

288.8
96.3
66.4
(17.8)

(77.8)
3.9
(245.8)
93.2
156.2
1,523.7
395.8
1,919.5

(205.4)
(83.4)
2.2
—
4.8
(281.8)
(1,498.2)
(1,780.0)

—
(432.5)
(432.5)
(2.7)
(561.1)
(14.9)
78.3
(1,100.3)
(49.5)
(44.9)
(2,127.6)
—
(2,127.6)
(45.7)
(1,130.7)
3,289.9
$ 2,159.2

—
(307.5)
(307.5)
(3.6)
(507.3)
(18.3)
64.5
(250.0)
1,900.0
6.5
884.3
—
884.3
68.2
2,011.3
1,278.6
$ 3,289.9

1,497.9
(7.5)
1,490.4
(13.1)
(510.1)
(15.8)
72.5
(750.1)
—
(1.8)
272.0
(1.5)
270.5
(9.8)
400.2
878.4
$ 1,278.6

$
$

234.9
356.9

$
$

243.5
151.6

$
$

220.9
425.3

F-8

2021 Annual Report2021 ANNUAL REPORTPART IV

Notes to Consolidated Financial Statements

NOTE 1. DESCRIPTION OF COMPANY
Trane Technologies, public limited company (plc), incorporated in Ireland in 2009, and its consolidated subsidiaries 
(collectively we, our, the Company) is a global climate innovator. The Company brings sustainable and efficient solutions 
to buildings, homes and transportation through the Company’s strategic brands, Trane® and Thermo King®, and its 
environmentally responsible portfolio of products, services and connected intelligent controls. The Company generates 
revenue and cash primarily through the design, manufacture, sales and service of solutions for Heating, Ventilation 
and Air Conditioning (HVAC) and transport refrigeration. As an industry leader with an extensive global install base, the 
Company’s growth strategy includes expanding recurring revenue through services and rental options.

COVID-19 GLOBAL PANDEMIC

In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment 
and mitigation measures worldwide. During the first half of 2020, the COVID-19 global pandemic adversely impacted the 
Company’s business globally including, but not limited to, lower end customer demand, certain supply chain delays, 
temporary facility closures and limitations of the Company’s workforce to essential crews only. In response, the Company 
proactively initiated cost cutting actions and actively managed its supply chain in an effort to mitigate the impact of 
the global pandemic on its business. Despite the challenges set forth by the COVID-19 global pandemic, the Company 
continued to sell, install and service its products, invest in its businesses, develop and launch new products and deliver 
innovative customer solutions for electrification of heating, cooling and transport, enhanced indoor air quality, and 
precise temperature control along the full vaccine cold chain. 

During the year ended December 31, 2021, the Company experienced significant increases in end market demand, 
executed price increases to cover rapidly increasing material, component and logistics costs and realized strong 
earnings growth as a result of strong execution across its organization. In addition, to meet the Company’s increased 
customer demand, the Company is proactively managing industry-wide supply chain and resource constraints and 
is working closely with its suppliers, customers and logistics providers to mitigate the impacts on its business as the 
Company continues to sell, install and service its products.

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

COMPLETION OF REVERSE MORRIS TRUST TRANSACTION

On February 29, 2020 (Distribution Date), the Company completed its Reverse Morris Trust transaction (the Transaction) 
with Gardner Denver Holdings, Inc. (Gardner Denver) whereby the Company separated its former Industrial segment 
(Ingersoll Rand Industrial) through a pro rata distribution to shareholders of record as of February 24, 2020. Ingersoll Rand 
Industrial then merged into a wholly-owned subsidiary of Gardner Denver, which changed its name to Ingersoll Rand 
Inc. (Ingersoll Rand). Upon close of the Transaction, the Company’s existing shareholders received 50.1% of the shares 
of Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver stockholders retained 49.9% of the shares 
of Ingersoll Rand on a fully diluted basis. As a result, the Company’s shareholders received .8824 shares of Ingersoll 
Rand common stock with respect to each share owned as of February 24, 2020. In connection with the Transaction, the 
Company received a special cash payment of $1.9 billion. 

During the year ended December 31, 2021, the the Company paid Ingersoll Rand $49.5 million to settle certain items 
related to the Transaction. This payment was related to working capital, cash and indebtedness amounts as of the 
Distribution Date, as well as funding levels related to pension plans, non-qualified deferred compensation plans and 
retiree health benefits. The Company recorded the settlement as a reduction to Retained earnings during the first 
quarter of 2021. 

DISCONTINUED OPERATIONS

After the Distribution Date, the Company does not beneficially own any Ingersoll Rand Industrial shares of common stock 
and no longer consolidates Ingersoll Rand Industrial in its financial statements. The historical results of Ingersoll Rand 
Industrial are presented as a discontinued operation in the Consolidated Statements of Earnings and Consolidated 
Statements of Cash Flows. 

F-9

2021 ANNUAL REPORTPART IV

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. Refer to Note 21, “Commitments and Contingencies,” for more information regarding the Chapter 11 
bankruptcy and asbestos-related matters. 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies used in the preparation of the accompanying Consolidated Financial 
Statements follows:

Basis of Presentation: The accompanying Consolidated Financial Statements reflect the consolidated operations 
of the Company and have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) 
as defined by the Financial Accounting Standards Board (FASB) within the FASB Accounting Standards Codification 
(ASC). Intercompany accounts and transactions have been eliminated. The results of operations and cash flows of 
all discontinued operations have been separately reported as discontinued operations for all periods presented. Net 
revenues and cost of goods sold reported on the Consolidated Statements of Earnings have been revised for the years 
ended December 31, 2020 and 2019 to separately present net revenues of products and services and cost of products 
and services. These presentation adjustments had no impact on Earnings from continuing operations or Net earnings.

The Consolidated Financial Statements include all majority-owned subsidiaries of the Company. A noncontrolling interest 
in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. 
The Company includes Noncontrolling interest as a component of Total equity in the Consolidated Balance Sheets and 
the Net earnings attributable to noncontrolling interests are presented as an adjustment from Net earnings used to arrive 
at Net earnings attributable to Trane Technologies plc in the Consolidated Statements of Earnings. 

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make 
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent 
assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses 
during the reporting period. Estimates are based on several factors including the facts and circumstances available at 
the time the estimates are made, historical experience, risk of loss, general economic conditions and trends, and the 
assessment of the probable future outcome. Actual results could differ from those estimates. Estimates and assumptions 
are reviewed periodically, and the effects of changes, if any, are reflected in the Consolidated Statements of Earnings in 
the period that they are determined.

F-10

2021 Annual Report2021 ANNUAL REPORTPART IV

Currency Translation: Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, 
have been translated at year-end exchange rates, and income and expense accounts have been translated using average 
exchange rates throughout the year. Adjustments resulting from the process of translating an entity’s financial statements 
into the U.S. dollar have been recorded in the equity section of the Consolidated Balance Sheets within Accumulated other 
comprehensive income (loss). Transactions that are denominated in a currency other than an entity’s functional currency 
are subject to changes in exchange rates with the resulting gains and losses recorded within Other income/(expense), net.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand, demand deposits and all highly liquid 
investments with original maturities at the time of purchase of three months or less. The Company maintains amounts 
on deposit at various financial institutions, which may at times exceed federally insured limits. However, management 
periodically evaluates the credit-worthiness of those institutions and has not experienced any losses on such deposits.

Allowance for Credit Losses: The Company maintains an allowance for credit losses which represents the best 
estimate of expected loss inherent in the Company’s accounts receivable portfolio. This estimate is based upon 
a two-step policy that results in the total recorded allowance for credit losses. The first step is to record a portfolio 
reserve based on the aging of the outstanding accounts receivable portfolio and the Company’s historical experience 
with the Company’s end markets, customer base and products. The second step is to create a specific reserve for 
significant accounts as to which the customer’s ability to satisfy their financial obligation to the Company is in doubt 
due to circumstances such as bankruptcy, deteriorating operating results or financial position. In these circumstances, 
management uses its judgment to record an allowance based on the best estimate of expected loss, factoring in such 
considerations as the market value of collateral, if applicable. Actual results could differ from those estimates. These 
estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the Consolidated 
Statements of Earnings in the period that they are determined. The Company’s allowance for credit losses was 
$39.9 million and $40.0 million as of December 31, 2021 and 2020, respectively.

Inventories: Depending on the business, U.S. inventories are stated at the lower of cost or market using the last-in, 
first-out (LIFO) method or the lower of cost and net realizable value (NRV) using the first-in, first-out (FIFO) method. Non-U.S. 
inventories are stated at the lower of cost and NRV using the FIFO method. At December 31, 2021 and 2020, approximately 
54% and 60%, respectively, of all inventory utilized the LIFO method.

Property, Plant and Equipment: Property, plant and equipment are stated at cost, less accumulated depreciation. 
Assets placed in service are recorded at cost and depreciated using the straight-line method over the estimated useful 
life of the asset except for leasehold improvements, which are depreciated over the shorter of their economic useful life 
or their lease term. The range of useful lives used to depreciate property, plant and equipment is as follows:

Buildings

Machinery and equipment

Software

10 to 50 years

2 to 12 years

2 to 7 years

Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are 
also capitalized. Capitalized costs are amortized over their estimated useful lives using the straight-line method. Repairs 
and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. The 
carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the 
accounts in the year of disposal, and any resulting gain or loss is reflected within current earnings.

The Company assesses the recoverability of the carrying value of its property, plant and equipment whenever events or 
changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. Recoverability 
is measured by a comparison of the carrying amount of an asset group to the future net undiscounted cash flows 
expected to be generated by the asset group. If the undiscounted cash flows are less than the carrying amount of the 
asset group, an impairment loss is recognized for the amount by which the carrying value of the asset group exceeds 
the fair value of the asset group.

Goodwill and Intangible Assets: The Company records as goodwill the excess of the purchase price over the fair value 
of the net assets acquired in a business combination. Measurement period adjustments may be recorded once a final 
valuation has been performed. Goodwill and other indefinite-lived intangible assets are tested and reviewed annually for 

F-11

2021 ANNUAL REPORTPART IV

impairment 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. In addition, an interim 
impairment test is completed upon a triggering event or when there is a reorganization of reporting structure or disposal 
of all or a portion of a reporting unit. 

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

Intangible assets such as customer-related intangible assets and other intangible assets with finite useful lives are amortized 
on a straight-line basis over their estimated economic lives. The weighted-average useful lives approximate the following:

Customer relationships

Other

16 years

8 years

The Company assesses the recoverability of the carrying value of its intangible assets with finite useful lives whenever 
events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. 
Recoverability is measured by a comparison of the carrying amount of an asset group to the future net undiscounted 
cash flows expected to be generated by the asset group. If the undiscounted cash flows are less than the carrying 
amount of the asset group, an impairment loss is recognized for the amount by which the carrying value of the asset 
group exceeds the fair value of the asset group.

Business Combinations: Acquisitions that meet the definition of a business combination are recorded using the 
acquisition method of accounting. The Company includes the operating results of acquired entities from their respective 
dates of acquisition. The Company recognizes and measures the identifiable assets acquired, liabilities assumed, 
including contingent consideration relating to earnout provisions, and any non-controlling interest as of the acquisition 
date fair value. The excess, if any, of total consideration transferred in a business combination over the fair value of 
identifiable assets acquired, liabilities assumed and any non-controlling interest is recognized as goodwill. Costs incurred 
as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded 
in the period the costs are incurred. Additionally, at each reporting period, contingent consideration is remeasured to fair 
value, with changes recorded in Selling and administrative expenses in the Consolidated Statements of Earnings. 

Equity Investments: Partially-owned equity affiliates generally represent 20-50% ownership interests in equity investments 
where the Company demonstrates significant influence, but does not have a controlling financial interest. Partially-owned 
equity affiliates are accounted for under the equity method. 

The Company invests in companies that complement existing products and services further enhancing its product 
portfolio. The Company records equity investments for which it does not have significant influence and without a readily 
determinable fair value at cost with adjustments for observable changes in price or impairment as permitted by the 
measurement alternative. Investments for which the measurement alternative has been elected are assessed for 
impairment upon a triggering event. Equity investments without a readily determinable fair value were $115.6 million and 
$54.1 million for the years ended December 31, 2021 and December 31, 2020, respectively.

Employee Benefit Plans: The Company provides a range of benefits, including pensions, postretirement and 
postemployment benefits to eligible current and former employees. Determining the cost associated with such benefits 
is dependent on various actuarial assumptions, including discount rates, expected return on plan assets, compensation 
increases, mortality, turnover rates, and healthcare cost trend rates. Actuaries perform the required calculations to 
determine expense in accordance with GAAP. Actual results may differ from the actuarial assumptions and are generally 
accumulated into Accumulated other comprehensive income (loss) and amortized into Net earnings over future 
periods. The Company reviews its actuarial assumptions at each measurement date and makes modifications to the 
assumptions based on current rates and trends, if appropriate.

F-12

2021 Annual Report2021 ANNUAL REPORTPART IV

Loss Contingencies: Liabilities are recorded for various contingencies arising in the normal course of business. The 
Company has recorded reserves in the financial statements related to these matters, which are developed using input 
derived from actuarial estimates and historical and anticipated experience data depending on the nature of the reserve, 
and in certain instances with consultation of legal counsel, internal and external consultants and engineers. Subject 
to the uncertainties inherent in estimating future costs for these types of liabilities, the Company believes its estimated 
reserves are reasonable and does not believe the final determination of the liabilities with respect to these matters would 
have a material effect on the financial condition, results of operations, liquidity or cash flows of the Company for any year. 

Environmental Costs:  The Company is subject to laws and regulations relating to protecting the environment. 
Environmental expenditures relating to current operations are expensed or capitalized as appropriate. Expenditures 
relating to existing conditions caused by past operations, which do not contribute to current or future revenues, are 
expensed. Liabilities for remediation costs are recorded when they are probable and can be reasonably estimated, 
generally no later than the completion of feasibility studies or the Company’s commitment to a plan of action. The 
assessment of this liability, which is calculated based on existing remediation technology, does not reflect any offset for 
possible recoveries from insurance companies, and is not discounted. 

Asbestos Matters:  Prior to the Petition Date, certain of the Company’s wholly-owned subsidiaries and former companies 
were named as defendants in asbestos-related lawsuits in state and federal courts. 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. The Company 
recorded certain income and expenses associated with asbestos liabilities and corresponding insurance recoveries 
within Discontinued operations, net of tax, as they related to previously divested businesses, except for amounts 
associated with the predecessor of Murray’s asbestos liabilities and corresponding insurance recoveries, which were 
recorded within continuing operations.

Product Warranties:  Standard product warranty accruals are recorded at the time of sale and are estimated based 
upon product warranty terms and historical experience. The Company assesses the adequacy of its liabilities and will 
make adjustments as necessary based on known or anticipated warranty claims, or as new information becomes 
available. The Company’s extended warranty liability represents the deferred revenue associated with its extended 
warranty contracts and is amortized into revenue on a straight-line basis over the life of the contract, unless another 
method is more representative of the costs incurred. The Company assesses the adequacy of its liability by evaluating the 
expected costs under its existing contracts to ensure these expected costs do not exceed the extended warranty liability.

Income Taxes:  Deferred tax assets and liabilities are determined based on temporary differences between financial 
reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which 
the differences are expected to reverse. The Company recognizes future tax benefits, such as net operating losses 
and tax credits, to the extent that realizing these benefits is considered in its judgment to be more likely than not. The 
Company regularly reviews the recoverability of its deferred tax assets considering its historic profitability, projected future 
taxable income, timing of the reversals of existing temporary differences and the feasibility of its tax planning strategies. 
Where appropriate, the Company records a valuation allowance with respect to a future tax benefit.  

Revenue Recognition:  Revenue is recognized when control of a good or service promised in a contract (i.e., 
performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the 
use of and obtain substantially all of the remaining benefits from that good or service. A majority of the Company’s 
revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract. 
However, a portion of the Company’s revenues are recognized over time as the customer simultaneously receives control 
as the Company performs work under a contract. For these arrangements, the cost-to-cost input method is used as 
it best depicts the transfer of control to the customer that occurs as the Company incurs costs. See Note 12 to the 
Consolidated Financial Statements for additional information regarding revenue recognition.

Research and Development Costs: The Company conducts research and development activities 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. 
These expenditures are expensed when incurred. For the years ended December 31, 2021, 2020 and 2019, these 
expenditures amounted to $193.5 million, $165.0 million and $174.2 million, respectively.

F-13

2021 ANNUAL REPORTPART IV

RECENT ACCOUNTING PRONOUNCEMENTS
The FASB ASC is the sole source of authoritative GAAP other than the Securities and Exchange Commission (SEC) 
issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standard Update (ASU) 
to communicate changes to the codification. The Company considers the applicability and impact of all ASU’s. ASU’s not 
listed below were assessed and determined to be either not applicable or are not expected to have a material impact on 
the consolidated financial statements.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

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). ASU 2021-08 is effective for fiscal years 
beginning after December 15, 2022 including interim periods therein with early adoption permitted. 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 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 financial statements.

In October 2020, the FASB issued ASU 2020-09, “Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release 
No. 33-10762” (ASU 2020-09), which amends Topic 470 and certain other topics to conform to disclosure rules on guaranteed 
debt offerings in SEC Release No.33-10762. The SEC adopted amendments to the financial disclosure requirements for 
guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulations S-X, and affiliates 
whose securities registered or being registered in Rule 3-16 of Regulation S-X. The amended rules aim to improve disclosure, 
reduce compliance burdens for issuers and increase investor protection. ASU 2020-09 is effective on January 4, 2021, 
pursuant to SEC Release No. 33-10762 with early application permitted. The Company early adopted this standard during the 
first quarter of 2020 and elected to disclose summarized financial information of the issuers and guarantors on a combined 
basis within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud 
Computing Arrangement that is a Service Contract” (ASU 2018-15), which aligns the requirements for capitalizing 
implementation costs in a cloud-computing arrangement service contract with the requirements for capitalizing 
implementation costs incurred to develop or obtain internal-use software. In addition, the guidance also clarifies the 
presentation requirements for reporting such costs in the financial statements. ASU 2018-15 is effective for annual 
reporting periods beginning after December 15, 2019 with early adoption permitted. The Company adopted this standard 
on January 1, 2020 on a prospective basis with no material impact on its financial statements.

In June 2016, the FASB issued ASU 2016-13, which changes the impairment model for most financial assets and certain 
other instruments from an incurred loss model to an expected loss model. In addition, the guidance also requires 
incremental disclosures regarding allowances and credit quality indicators. ASU 2016-13 was adopted using the modified-
retrospective approach and is effective in fiscal years beginning after December 15, 2019, including interim periods within 
those fiscal years, with early adoption permitted. The Company adopted this standard on January 1, 2020 with no material 
impact on its financial statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities 
about Government Assistance” (ASU 2021-10), which requires additional disclosures regarding government grants and 
cash contributions. The additional disclosures required by this update include information about the nature of the 
transactions and the related accounting policy used to account for the transaction, the financial statement line items 
affected by the transactions and the amounts applicable to each financial statement line item and significant terms and 
conditions of the transactions, including commitments and contingencies. ASU 2021-10 is effective for annual periods 
beginning after December 15, 2021 with early adoption permitted. The Company does not expect this ASU to have a 
material impact on its financial statements.

F-14

2021 Annual Report2021 ANNUAL REPORTPART IV

NOTE 3.  INVENTORIES
At December 31, the major classes of inventory were as follows:

IN MILLIONS

Raw materials

Work-in-process

Finished goods

LIFO reserve

Total

2021

2020

$

$

404.6

215.9

982.9

305.0

163.9

761.4

1,603.4

1,230.3

(72.6)

(41.1)

$ 1,530.8

$ 1,189.2

The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable 
inventories and records necessary provisions to reduce such inventories to the lower of cost and NRV. Reserve balances, 
primarily related to obsolete and slow-moving inventories, were $79.0 million and $85.6 million at December 31, 2021 and 
December 31, 2020, respectively.

NOTE 4.  PROPERTY, PLANT AND EQUIPMENT
At December 31, the major classes of property, plant and equipment were as follows:

IN MILLIONS

Land

Buildings

Machinery and equipment

Software

Accumulated depreciation

Total

2021

2020

$

35.1

$

708.0

1,824.9

648.1

3,216.1

40.7

676.7

1,749.3

638.0

3,104.7

(1,817.3)

(1,755.2)

$

1,398.8

$

1,349.5

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $170.5 million, $172.8 million and $167.2 
million, which include amounts for software amortization of $45.7 million, $50.2 million and $55.4 million, respectively. 

NOTE 5.  GOODWILL
The changes in the carrying amount of goodwill are as follows: 

IN MILLIONS

Net balance as of December 31, 2019

Acquisitions(1)

Deconsolidation of certain entities under Chapter 11(2)

Currency translation

Net balance as of December 31, 2020

Acquisitions(1)

Currency translation

AMERICAS

EMEA

ASIA PACIFIC

TOTAL

$

3,858.8

$

731.1

$

535.8

$ 5,125.7

130.1

(9.2)

0.3

3,980.0

206.3

(1.1)

—

—

62.4

793.5

4.6

(57.3)

—

—

33.5

569.3

—

9.5

130.1

(9.2)

96.2

5,342.8

210.9

(48.9)

Net balance as of December 31, 2021

$

4,185.2

$

740.8

$

578.8

$ 5,504.8

(1)  Refer to Note 18, “Acquisitions and Divestitures” for more information regarding acquisitions.

(2)  Refer to Note 21, “Commitments and Contingencies” for more information regarding the Chapter 11 bankruptcy and asbestos-

related matters. 

The net goodwill balances at December 31, 2021, 2020 and 2019 include $2,496.0 million of accumulated impairment, 
primarily related to the Americas segment. The accumulated impairment relates entirely to a charge recorded in 2008.

F-15

2021 ANNUAL REPORTPART IV

NOTE 6.  INTANGIBLE ASSETS
The following table sets forth the gross amount and related accumulated amortization of the Company’s intangible 
assets at December 31:

IN MILLIONS

2021

2020

GROSS 
CARRYING 
AMOUNT

ACCUMULATED 
AMORTIZATION

NET 
CARRYING 
AMOUNT

GROSS 
CARRYING 
AMOUNT

ACCUMULATED 
AMORTIZATION

NET 
CARRYING 
AMOUNT

Customer relationships

$

2,110.8

$ (1,475.3) $

635.5 $

2,010.2

$ (1,362.4) $

647.8

Other

245.5

(201.3)

44.2

210.7

(199.4)

11.3

Total finite-lived intangible assets

$

2,356.3

$ (1,676.6) $

679.7 $

2,220.9

$ (1,561.8) $

659.1

Trademarks (indefinite-lived)

2,625.9

—

2,625.9

2,627.3

—

2,627.3

Total

$

4,982.2

$ (1,676.6) $ 3,305.6 $

4,848.2

$ (1,561.8) $ 3,286.4

Intangible asset amortization expense for 2021, 2020 and 2019 was $123.6 million, $115.7 million and $116.7 million, respectively. 

Future estimated amortization expense on existing intangible assets in the next five years as of December 31, 2021 
amounts to approximately:

IN MILLIONS

2022

2023

2024

2025

2026

$

137.0

135.0

134.0

103.0

49.0

NOTE 7.  DEBT AND CREDIT FACILITIES
At December 31, Short-term borrowings and current maturities of long-term debt consisted of the following:

IN MILLIONS

Debentures with put feature

2.900% Senior notes due 2021(1)

9.000% Debentures due 2021(2)

Other current maturities of long-term debt

Total

(1) 

The 2.900% Senior notes were repaid in February 2021.

(2)  The 9.000% Debentures were repaid in August 2021.

2021

2020

$

342.9 $

342.9

—

—

7.5

299.9

125.0

7.8

$

350.4 $

775.6

The Company’s short-term obligations primarily consist of debentures with put features and current maturities of 
long-term debt. The weighted-average interest rate for Short-term borrowings and current maturities of long-term debt at 
December 31, 2021 and 2020 was 6.3% and 5.4%, respectively.

COMMERCIAL PAPER PROGRAM

The Company uses borrowings under its commercial paper program for general corporate purposes. The maximum 
aggregate amount of unsecured commercial paper notes available to be issued, on a private placement basis, under 
the commercial paper program is $2.0 billion as of December 31, 2021. Under the commercial paper program, the 
Company may issue notes from time to time through Trane Technologies HoldCo Inc. or Trane Technologies Financing 
Limited. Each of Trane Technologies plc, Trane Technologies Irish Holdings Unlimited Company, Trane Technologies 
Lux International Holding Company S.à.r.l., Trane Technologies Global Holding Company Limited, Trane Technologies 
Company LLC, Trane Technologies HoldCo Inc. and Trane Technologies Financing Limited provided irrevocable and 
unconditional guarantees for any notes issued under the commercial paper program. The Company had no outstanding 
balance under its commercial paper program as of December 31, 2021 and December 31, 2020.

F-16

2021 Annual Report2021 ANNUAL REPORTPART IV

DEBENTURES WITH PUT FEATURE

At December 31, 2021 and December 31, 2020, the Company had $342.9 million of fixed rate debentures outstanding 
which contain a put feature that the holders may exercise on each anniversary of the issuance date. If exercised, 
the Company is obligated to repay in whole or in part, at the holder’s option, the outstanding principal amount of 
the debentures plus accrued interest. If these options are not exercised, the final contractual maturity dates would 
range between 2027 and 2028. Holders of these debentures had the option to exercise the put feature on each of the 
outstanding debentures in 2021, subject to the notice requirement. No material exercises were made in 2021 or 2020.

At December 31, long-term debt excluding current maturities consisted of:

IN MILLIONS

4.250% Senior notes due 2023

7.200% Debentures due 2022-2025

3.550% Senior notes due 2024

6.480% Debentures due 2025

3.500% Senior notes due 2026

3.750% Senior notes due 2028

3.800% Senior notes due 2029

5.750% Senior notes due 2043

4.650% Senior notes due 2044

4.300% Senior notes due 2048

4.500% Senior notes due 2049

Other loans and notes

Total

2021

2020

699.1

22.4

498.0

149.7

397.8

546.2

745.0

495.0

296.3

296.3

345.9

—

698.4

29.9

497.3

149.7

397.3

545.6

744.4

494.7

296.1

296.2

345.7

1.2

$

4,491.7 $ 4,496.5

Scheduled maturities of long-term debt, including current maturities, as of December 31, 2021 are as follows:

IN MILLIONS

2022

2023

2024

2025

2026

Thereafter

Total

$

350.4

706.6

505.5

157.1

397.8

2,724.7

$ 4,842.1

OTHER CREDIT FACILITIES

On June 18, 2021, the Company entered into a new $1.0 billion senior unsecured revolving credit facility which matures 
in June 2026 (2026 Credit Facility) and terminated its $1.0 billion facility set to expire in March 2022. On September 24, 
2021, the Company amended its other $1.0 billion senior unsecured revolving credit facility which matures in April 2023 
(2023 Credit Facility) primarily to conform the interest rate provisions in the 2023 Credit Facility to the terms included in 
the 2026 Credit Facility. As a result, the Company maintains two $1.0 billion senior unsecured revolving credit facilities 
(collectively, the Facilities) through its wholly-owned subsidiaries, Trane Technologies HoldCo Inc., Trane Technologies 
Global Holding Company Limited and Trane Technologies Financing Limited (collectively, the Borrowers). The covenants 
under the 2026 Credit Facility are substantially the same as the covenants under the 2023 Credit Facility. The terms of 
the 2026 Credit Facility include Environmental, Social, and Governance (ESG) metrics related to two of the Company’s 
sustainability commitments: a reduction in greenhouse gas intensity and an increase in the percentage of women in 
management. The Company’s annual performance against these ESG metrics may result in price adjustments to the 
commitment fee and applicable interest rate. 

F-17

2021 ANNUAL REPORTPART IV

Each senior unsecured credit facility provides support for the Company’s commercial paper program and can be used 
for working capital and other general corporate purposes. Trane Technologies plc, Trane Technologies Irish Holdings 
Unlimited Company, Trane Technologies Lux International Holding Company S.à.r.l. and Trane Technologies Company LLC 
each provide irrevocable and unconditional guarantees for these Facilities. In addition, each Borrower will guarantee the 
obligations under the Facilities of the other Borrower. Total commitments of $2.0 billion were unused at December 31, 2021 
and December 31, 2020. 

FAIR VALUE OF DEBT

The fair value of the Company’s debt instruments at December 31, 2021 and December 31, 2020 was $5.6 billion and 
$6.3 billion, respectively. The Company measures the fair value of its long-term debt instruments for disclosure purposes 
based upon observable market prices quoted on public exchanges for similar assets. These fair value inputs are 
considered Level 2 within the fair value hierarchy. 

NOTE 8.  FINANCIAL INSTRUMENTS
In the normal course of business, the Company is exposed to certain risks arising from business operations and 
economic factors. These fluctuations can increase the cost of financing, investing and operating the business. 
The Company uses various financial instruments, including derivative instruments, to manage the risks associated with 
interest rate, commodity price and foreign currency exposures. These financial instruments are not used for trading or 
speculative purposes. The Company recognizes all derivatives on the Consolidated Balance Sheets at their fair value as 
either assets or liabilities.

On the date a derivative contract is entered into, the Company designates the derivative instrument as a cash flow 
hedge of a forecasted transaction or as an undesignated derivative. The Company formally documents its hedge 
relationships, including identification of the derivative instruments and the hedged items, as well as its risk management 
objectives and strategies for undertaking the hedge transaction. This process includes linking derivative instruments that 
are designated as hedges to specific assets, liabilities or forecasted transactions.

The Company assesses at inception and at least quarterly thereafter, whether the derivatives used in cash flow 
hedging transactions are highly effective in offsetting the changes in the cash flows of the hedged item. To the extent 
the derivative is deemed to be a highly effective hedge, the fair market value changes of the instrument are recorded 
to Accumulated other comprehensive income (loss) (AOCI). If the hedging relationship ceases to be highly effective, 
or it becomes probable that a forecasted transaction is no longer expected to occur, the hedging relationship will be 
undesignated and any future gains and losses on the derivative instrument will be recorded in Net earnings.

The fair values of derivative instruments included within the Consolidated Balance Sheets as of December 31 were as follows:

IN MILLIONS

Derivatives designated as hedges:

Currency derivatives

Commodity derivatives

Derivatives not designated as hedges:

Currency derivatives

Total derivatives

DERIVATIVE 
ASSETS

DERIVATIVE 
LIABILITIES

2021

2020

2021

2020

$ 0.1 $ 0.7 $ 2.7 $ 1.7

4.9

—

0.2

—

10.5

1.5

14.0

4.8

$ 15.5 $ 2.2 $ 16.9 $ 6.5

Asset and liability derivatives included in the table above are recorded within Other current assets and Accrued expenses 
and other current liabilities, respectively.

F-18

2021 Annual Report2021 ANNUAL REPORTPART IV

CURRENCY DERIVATIVE INSTRUMENTS

The notional amount of the Company’s currency derivatives was $0.5 billion at both December 31, 2021 and 2020. 
At December 31, 2021 and 2020, a net loss of $2.2 million and $0.7 million, net of tax, respectively, was included in AOCI 
related to the fair value of the Company’s currency derivatives designated as accounting hedges. The amount expected 
to be reclassified into Net earnings over the next twelve months is a loss of $2.2 million. The actual amounts that will 
be reclassified to Net earnings may vary from this amount as a result of changes in market conditions. Gains and 
losses associated with the Company’s currency derivatives not designated as hedges are recorded in Net earnings 
as changes in fair value occur. At December 31, 2021, the maximum term of the Company’s currency derivatives was 
approximately 12 months.

COMMODITY DERIVATIVE INSTRUMENTS

At December 31, 2021, a net gain of $3.5 million, net of tax, was included in AOCI related to the fair market value of the 
Company’s commodity derivatives designated as accounting hedges. A change in fair value of commodity derivative 
instruments deemed highly effective is included in AOCI and is reclassified to Cost of goods sold in the period the 
purchase of the commodity impacts Net earnings. The amount expected to be reclassified into Net earnings over the 
next twelve months is a gain of $3.5 million. The actual amounts that will be reclassified to Net earnings may vary from this 
amount as a result of changes in market conditions. At December 31, 2021, the Company has commodity contracts to 
hedge certain forecasted purchases over the next 12 months.

The Company had the following outstanding contracts to hedge forecasted commodity purchases:

COMMODITY

Aluminum

Copper

OTHER DERIVATIVE INSTRUMENTS

VOLUME OUTSTANDING AS OF

DECEMBER 31, 2021

DECEMBER 31, 2020

16,488 metric tons

4,035,000 pounds

—

—

Prior to 2015, the Company utilized forward-starting interest rate swaps and interest rate locks to manage interest rate 
exposure in periods prior to the anticipated issuance of certain fixed-rate debt. These instruments were designated as 
cash flow hedges and had a notional amount of $1.3 billion. Consequently, when the contracts were settled upon the 
issuance of the underlying debt, any realized gains or losses in the fair values of the instruments were deferred into AOCI. 
These deferred gains or losses are subsequently recognized in Interest expense over the term of the related notes. The 
net unrecognized gain in AOCI was $4.7 million and $5.3 million at December 31, 2021 and at December 31, 2020. The net 
deferred gain at December 31, 2021 will continue to be amortized over the term of notes with maturities ranging from 2023 
to 2044. The amount expected to be amortized over the next twelve months is a net gain of $0.7 million. The Company 
has no forward-starting interest rate swaps or interest rate lock contracts outstanding at December 31, 2021 or 2020.

The following table represents the amounts associated with derivatives designated as hedges affecting Net earnings 
and AOCI for the years ended December 31:

IN MILLIONS

AMOUNT OF GAIN (LOSS)
RECOGNIZED IN AOCI

2021

2020

2019

LOCATION OF GAIN  
(LOSS) RECLASSIFIED  
FROM AOCI AND 
RECOGNIZED INTO NET 
EARNINGS

AMOUNT OF GAIN (LOSS) 
RECLASSIFIED FROM AOCI 
AND RECOGNIZED INTO 
NET EARNINGS

2021

2020

2019

Currency derivatives - continuing(1)

$ (4.1) $ 3.3 $ (2.5) Cost of goods sold

$

3.7

$ (2.6) $ (1.5)

Currency derivatives - discontinued

Commodity derivatives

Interest rate swaps & locks

—

5.7

—

—

—

—

(0.2) Discontinued operations

— Cost of goods sold

— Interest expense

Total

$

1.6

$ 3.3 $ (2.7)

—

2.0

0.7

6.4

$

—

—

0.7

0.1

—

0.7

$ (1.9) $ (0.7)

(1)  Amounts excluded from effectiveness testing and recognized into Cost of goods sold based on changes in fair value and 

amortization was a loss of $0.7 million,  $2.1 million and $3.0 million  for the years ended December 31, 2021, 2020 and 2019, respectively.

F-19

2021 ANNUAL REPORTPART IV

The following table represents the amounts associated with derivatives not designated as hedges affecting Net earnings 
for the years ended December 31:

IN MILLIONS

LOCATION OF GAIN (LOSS) RECOGNIZED 
IN NET EARNINGS

Currency derivatives - continuing

Other income (expense), net

Currency derivatives - discontinued

Discontinued operations

Total

AMOUNT OF GAIN (LOSS) 
RECOGNIZED IN NET EARNINGS

2021

2020

2019

$

$

7.9

—

7.9

$

$

7.5

$

(5.2)

(0.4)

(1.2)

7.1

$

(6.4)

The gains and losses associated with the Company’s undesignated currency derivatives are materially offset in Net 
earnings by changes in the fair value of the underlying transactions.

CONCENTRATION OF CREDIT RISK

The counterparties to the Company’s forward contracts consist of a number of investment grade major international 
financial institutions. The Company could be exposed to losses in the event of nonperformance by the counterparties. 
However, the credit ratings and the concentration of risk in these financial institutions are monitored on a continuous 
basis and present no significant credit risk to the Company.

NOTE 9. FAIR VALUE MEASUREMENTS
ASC 820, “Fair Value Measurement,” (ASC 820) defines fair value as the price that would be received to sell an asset or 
paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also 
establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an 
asset or liability as follows:

•  Level 1: Observable inputs such as quoted prices in active markets;

•  Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•  Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its 

own assumptions.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs 
used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is 
categorized is based on the lowest level input that is significant to the fair value measurement.

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a 
recurring basis as of December 31, 2021:

IN MILLIONS

Assets:

Derivative instruments

Liabilities:

Derivative instruments

Earnout payment

FAIR VALUE MEASUREMENTS

FAIR VALUE

LEVEL 1

LEVEL 2

LEVEL 3

$ 15.5

$ —

$ 15.5

$ —

$ 16.9

$ —

$ 16.9

$ —

96.2

—

—

96.2

F-20

2021 Annual Report2021 ANNUAL REPORTPART IV

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a 
recurring basis as of December 31, 2020:

IN MILLIONS

Assets:

Derivative instruments

Liabilities:

Derivative instruments

FAIR VALUE MEASUREMENTS

FAIR VALUE

LEVEL 1

LEVEL 2

LEVEL 3

$ 2.2

$ —

$ 2.2

$ —

$ 6.5

$ —

$ 6.5

$ —

Derivative instruments include forward foreign currency contracts and instruments related to non-functional currency 
balance sheet exposures. The fair value of the derivative instruments are determined based on a pricing model that uses 
spot rates and forward prices from actively quoted currency markets that are readily accessible and observable. The 
fair value of the commodity derivatives is valued under a market approach using publicized prices, where applicable, or 
dealer quotes. 

Earnout payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable 
inputs. The changes in the fair value of the Company’s Level 3 liabilities during the year ended December 31, 2021 are 
as follows:

IN MILLIONS

Balance at beginning of period

Fair value of earnout payment recorded in connection with acquisition

Change in fair value of earnout

Balance at end of period

$

2021

—

98.7

(2.5)

$

96.2

The fair value of the earnout payment is measured on a recurring basis at each reporting date. The following inputs 
and assumptions were used in the Monte Carlo simulation model to estimate the fair value of the earnout payment at 
December 31, 2021:

Discount rate

Volatility

2021

8.00 %

20.00 %

Refer to Note 18, “Acquisitions and Divestitures” for more information regarding the earnout payment.

The carrying values of cash and cash equivalents, accounts receivable and accounts payable are a reasonable estimate 
of their fair value due to the short-term nature of these instruments. There have been no transfers between levels of the 
fair value hierarchy.

NOTE 10. LEASES
The Company’s lease portfolio includes various contracts for real estate, vehicles, information technology and other 
equipment. At contract inception, the Company determines a lease exists if the contract conveys the right to control an 
identified asset for a period of time in exchange for consideration. Control is considered to exist when the lessee has 
the right to obtain substantially all of the economic benefits from the use of an identified asset as well as the right to 
direct the use of that asset. If a contract is considered to be a lease, the Company recognizes a lease liability based 
on the present value of the future lease payments, with an offsetting entry to recognize a right-of-use asset. Options to 
extend or terminate a lease are included when it is reasonably certain an option will be exercised. As a majority of the 
Company’s leases do not provide an implicit rate within the lease, an incremental borrowing rate is used which is based 
on information available at the commencement date.

F-21

2021 ANNUAL REPORTPART IV

The following table includes a summary of the Company’s lease portfolio and Balance Sheet classification:

IN MILLIONS

Assets

CLASSIFICATION

DECEMBER 31, 2021

DECEMBER 31, 2020

Operating lease right-of-use assets(1)

Other noncurrent assets

$

436.8

$

409.0

Liabilities

Operating lease current

Other current liabilities

Operating lease noncurrent

Other noncurrent liabilities

Weighted average remaining lease term

Weighted average discount rate

147.3

296.0

138.8

276.5

3.9 years

4.0 years

2.3%

3.3%

(1)  Prepaid lease payments and lease incentives are recorded as part of the right-of-use asset. The net impact was $6.5 million and $6.3 

million at December 31, 2021 and December 31, 2020, respectively.

The Company accounts for each separate lease component of a contract and its associated non-lease component as 
a single lease component. In addition, the Company utilizes a portfolio approach for the vehicle, information technology 
and equipment asset classes as the application of the lease model to the portfolio would not differ materially from the 
application of the lease model to the individual leases within the portfolio.

The following table includes lease costs and related cash flow information for the year ended December 31:

IN MILLIONS

Operating lease expense

Variable lease expense

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for new operating lease liabilities

2021

2020

$ 168.3

$ 173.0

24.5

24.9

167.9

163.2

172.2

114.6

Operating lease expense is recognized on a straight-line basis over the lease term. In addition, the Company has certain 
leases that contain variable lease payments which are based on an index, a rate referenced in the lease or on the actual 
usage of the leased asset. These payments are not included in the right-of-use asset or lease liability and are expensed 
as incurred as variable lease expense.

Maturities of lease obligations were as follows:

IN MILLIONS

Operating leases:

2022

2023

2024

2025

2026

After 2026

Total lease payments

Less: Interest

Present value of lease liabilities

DECEMBER 31, 2021

$ 159.2

125.2

87.9

53.7

33.9

35.3

$ 495.2

(51.9)

$ 443.3

NOTE 11. PENSIONS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Company sponsors several U.S. defined benefit and defined contribution plans covering substantially all of the 
Company’s U.S. employees. Additionally, the Company has many non-U.S. defined benefit and defined contribution plans 
covering eligible non-U.S. employees. Postretirement benefits other than pensions (OPEB) provide healthcare benefits, 
and in some instances, life insurance benefits for certain eligible employees.

F-22

2021 Annual Report2021 ANNUAL REPORTPART IV

PENSION PLANS

The noncontributory defined benefit pension plans covering non-collectively bargained U.S. employees provide benefits 
on a final average pay formula while plans for most collectively bargained U.S. employees provide benefits on a flat dollar 
benefit formula or a percentage of pay formula. The non-U.S. pension plans generally provide benefits based on earnings 
and years of service. The Company also maintains additional other supplemental plans for officers and other key or 
highly compensated employees.

In connection with completion of the Transaction, the Company transferred certain pension obligations for current and 
former employees of Ingersoll Rand Industrial to Ingersoll Rand. The transfer of these obligations reduced pension 
liabilities by $486.2 million, pension assets by $351.7 million and AOCI by $111.3 million.

The following table details information regarding the Company’s pension plans at December 31:

IN MILLIONS

Change in benefit obligations:

2021

2020

Benefit obligation at beginning of year

$ 3,662.8

$ 3,851.2

Service cost

Interest cost

Employee contributions

Amendments

Actuarial (gains) losses(1)

Benefits paid

Currency translation

Curtailments, settlements and special termination benefits

Impact of the Transaction

Other, including expenses paid

Benefit obligation at end of year

Change in plan assets:

Fair value at beginning of year

Actual return on assets

Company contributions

Employee contributions

Benefits paid

Currency translation

Settlements

Impact of the Transaction

Other, including expenses paid

Fair value of assets end of year

Net unfunded liability

Amounts included in the balance sheet:

Other noncurrent assets

Accrued compensation and benefits

Postemployment and other benefit liabilities

Net amount recognized

(1)  Actuarial (gains) losses primarily resulted from changes in discount rates

F-23

50.9

58.6

0.9

(0.3)

(121.9)

(200.6)

(28.4 )

(20.0)

—

(7.5)

58.3

83.8

1.0

1.9

317.7

(189.2)

43.8

(7.8)

(486.2)

(11.7)

$ 3,394.5

$ 3,662.8

$ 3,114.6

$ 3,136.8

73.5

55.9

0.9

395.6

99.7

1.0

(200.6)

(189.2)

(21.8)

(20.5)

—

(8.2)

39.5

(7.8)

(351.7)

(9.3)

$ 2,993.8

$ 3,114.6

$

$

(400.7)

$

(548.2)

82.2

$

72.8

(56.4)

(426.5)

(22.9)

(598.1)

$

(400.7)

$

(548.2)

2021 ANNUAL REPORTPART IV

It is the Company’s objective to contribute to the pension plans to ensure adequate funds, and no less than required by 
law, are available in the plans to make benefit payments to plan participants and beneficiaries when required. However, 
certain plans are not or cannot be funded due to either legal, accounting, or tax requirements in certain jurisdictions. As 
of December 31, 2021, approximately seven percent of the Company’s projected benefit obligation relates to plans that 
cannot be funded.

The pretax amounts recognized in Accumulated other comprehensive income (loss) were as follows:

IN MILLIONS

December 31, 2020

Current year changes recorded to AOCI

Amortization reclassified to earnings

Settlements/curtailments reclassified to earnings

Currency translation and other

December 31, 2021

PRIOR SERVICE 
BENEFIT (COST)

NET ACTUARIAL 
GAINS (LOSSES)

TOTAL

$ (28.3)

$ (701.3)

$ (729.6)

0.3

5.0

(0.2)

(3.1)

89.2

35.6

8.2

8.5

89.5

40.6

8.0

5.4

$ (26.3)

$ (559.8)

$ (586.1)

Weighted-average assumptions used to determine the benefit obligation at December 31 were as follows:

Discount rate:

U.S. plans

Non-U.S. plans

Rate of compensation increase:

U.S. plans

Non-U.S. plans

2021

2020

2.88 % 2.52 %

1.74 % 1.27 %

4.00 % 4.00 %

4.00 % 3.75 %

The accumulated benefit obligation for all defined benefit pension plans was $3,311.0 million and $3,566.4 million at 
December 31, 2021 and 2020, respectively. The projected benefit obligation, accumulated benefit obligation, and fair value 
of plan assets for pension plans with accumulated benefit obligations more than plan assets were $2,906.5 million, $2,831.5 
million and $2,424.6 million, respectively, as of December 31, 2021, and $3,128.7 million, $3,043.9 million and $2,510.9 million, 
respectively, as of December 31, 2020.

Pension benefit payments are expected to be paid as follows:

IN MILLIONS

2022

2023

2024

2025

2026

2027-2031

$

243.3

213.3

203.8

193.9

193.3

949.5

F-24

2021 Annual Report2021 ANNUAL REPORTPART IV

The components of the Company’s net periodic pension benefit costs for the years ended December 31 include the following:

IN MILLIONS

Service cost

Interest cost

Expected return on plan assets

Net amortization of:

Prior service costs (benefits)

Plan net actuarial (gains) losses

Net periodic pension benefit cost

Net curtailment, settlement, and special termination benefits (gains) losses

Net periodic pension benefit cost after net curtailment and settlement (gains) losses

Amounts recorded in continuing operations:

Operating income

Other income/(expense), net

Amounts recorded in discontinued operations

Total

2021

2020

2019

$

50.9

$

58.3

$

73.6

58.6

83.8

119.1

(106.2)

(121.1)

(138.5)

5.0

35.6

43.9

8.0

51.9

47.1

(0.9)

5.7

$

$

5.3

43.7

70.0

(1.8)

5.0

54.3

113.5

4.5

68.2

$ 118.0

51.7

$

58.8

11.7

4.8

31.8

27.4

$

$

$

51.9

$

68.2

$ 118.0

Pension benefit cost for 2022 is projected to be approximately $57 million.

Weighted-average assumptions used to determine net periodic pension cost for the years ended December 31 were as follows:

Discount rate:

U.S. plans

Service cost

Interest cost

Non-U.S. plans

Service cost

Interest cost

Rate of compensation increase:

U.S. plans

Non-U.S. plans

Expected return on plan assets:

U.S. plans

Non-U.S. plans

2021

2020

2019

2.75% 3.36% 4.24%

1.82% 2.78% 3.88%

1.56% 1.87% 2.81%

1.09% 1.51% 2.83%

4.00% 4.00% 4.00%

4.00% 3.75% 4.00%

4.00% 4.75% 5.75%

2.25% 2.75% 3.25%

The expected long-term rate of return on plan assets reflects the average rate of returns expected on the funds invested 
or to be invested to provide for the benefits included in the projected benefit obligation. The expected long-term rate 
of return on plan assets is based on what is achievable given the plan’s investment policy, the types of assets held and 
target asset allocations. The expected long-term rate of return is determined as of the measurement date. The Company 
reviews each plan and its historical returns and target asset allocations to determine the appropriate expected long-term 
rate of return on plan assets to be used.

The Company’s objective in managing its defined benefit plan assets is to ensure that all present and future benefit 
obligations are met as they come due. It seeks to achieve this goal while trying to mitigate volatility in plan funded status, 
contribution, and expense by better matching the characteristics of the plan assets to that of the plan liabilities. The 
Company utilizes a dynamic approach to asset allocation whereby a plan’s allocation to fixed income assets increases as 
the plan’s funded status improves. The Company monitors plan funded status and asset allocation regularly in addition to 
investment manager performance.

F-25

2021 ANNUAL REPORTPart IV

PART IV

The fair values of the Company’s pension plan assets at December 31, 2021 by asset category were as follows:

IN MILLIONS

Cash and cash equivalents

Equity investments:

Registered mutual funds – equity specialty

Commingled funds – equity specialty

Fixed income investments:

U.S. government and agency obligations

Corporate and non-U.S. bonds(a)

Asset-backed and mortgage-backed securities

Registered mutual funds – fixed income specialty

Commingled funds – fixed income specialty

Other fixed income(b)

Derivatives

Real estate(c)

Other(d)

Total assets at fair value

Receivables and payables, net

Net assets available for benefits

FAIR VALUE MEASUREMENTS

LEVEL 1

LEVEL 2

LEVEL 3

NET 
ASSET 
VALUE

TOTAL
FAIR VALUE

$ 1.6

$

50.5

$

— $

— $

52.1

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

551.4

1,453.6

63.7

— 

— 

— 

2,068.7

(0.5)

— 

— 

—

—

—

— 

— 

— 

— 

— 

32.0

32.0

— 

2.1

106.1

107.5

362.5

470.0

— 

— 

— 

191.4

77.7

— 

107.5

362.5

470.0

551.4

1,453.6

63.7

191.4

77.7

32.0

269.1

2,369.8

— 

— 

— 

(0.5)

2.1

106.1

$ 1.6

$ 2,118.7

$ 140.2

$ 739.1

$ 2,999.6

(5.8)

$ 2,993.8

The fair values of the Company’s pension plan assets at December 31, 2020 by asset category were as follows:

IN MILLIONS

Cash and cash equivalents

Equity investments:

Registered mutual funds – equity specialty

Commingled funds – equity specialty

Fixed income investments:

U.S. government and agency obligations

Corporate and non-U.S. bonds(a)

Asset-backed and mortgage-backed securities

Registered mutual funds – fixed income specialty

Commingled funds – fixed income specialty

Other fixed income(b)

Derivatives

Real estate(c)

Other(d)

Total assets at fair value

Receivables and payables, net

Net assets available for benefits

FAIR VALUE MEASUREMENTS

LEVEL 1

LEVEL 2

LEVEL 3

NET 
ASSET 
VALUE

TOTAL
FAIR 
VALUE

$ 3.1

$

34.2

$

— $

— $

37.3

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

504.7

1,424.2

48.4

— 

— 

— 

1,977.3

0.3

— 

— 

—

—

—

— 

—

— 

— 

— 

28.3

28.3

— 

2.8

112.3

65.1

622.0

687.1

— 

— 

— 

118.3

153.3

— 

65.1

622.0

687.1

504.7

1,424.2

48.4

118.3

153.3

28.3

271.6

2,277.2

— 

— 

— 

0.3

2.8

112.3

$ 3.1

$ 2,011.8

$ 143.4  $ 958.7

$ 3,117.0

(2.4)

$ 3,114.6

F-26

2021 Annual Report2021 ANNUAL REPORTPART IV

(a)  This class includes state and municipal bonds.

(b)  This class includes group annuity and guaranteed interest contracts.

(c)  This class includes a private equity fund that invests in real estate. 

(d)  This investment comprises the Company’s non-significant, non-US pension plan assets. It primarily includes insurance contracts.

Cash equivalents are valued using a market approach with inputs including quoted market prices for either identical or 
similar instruments. Fixed income securities are valued through a market approach with inputs including, but not limited 
to, benchmark yields, reported trades, broker quotes and issuer spreads. Commingled funds are valued at their daily 
net asset value (NAV) per share or the equivalent. NAV per share or the equivalent is used for fair value purposes as a 
practical expedient. NAVs are calculated by the investment manager or sponsor of the fund. Private real estate fund 
values are reported by the fund manager and are based on valuation or appraisal of the underlying investments. Refer to 
Note 9, “Fair Value Measurements” for additional information related to the fair value hierarchy defined by ASC 820. There 
have been no significant transfers between levels of the fair value hierarchy.

The Company made required and discretionary contributions to its pension plans of $55.9 million in 2021, $99.7 million in 
2020, and $83.1 million in 2019 and currently projects that it will contribute approximately $82 million to its plans worldwide 
in 2022. The contribution in 2020 included $24.4 million to fund Ingersoll Rand Industrial plans prior to the completion of 
the Transaction. The Company’s policy allows it to fund an amount, which could be in excess of or less than the pension 
cost expensed, subject to the limitations imposed by current tax regulations. However, the Company anticipates funding 
the plans in 2022 in accordance with contributions required by funding regulations or the laws of each jurisdiction. 

Most of the Company’s U.S. employees are covered by defined contribution plans. Employer contributions are 
determined based on criteria specific to the individual plans and amounted to approximately $125.8 million, $111.0 million 
and $140.2 million in 2021, 2020 and 2019, respectively. The Company’s contributions relating to non-U.S. defined 
contribution plans and other non-U.S. benefit plans were $34.9 million, $19.2 million and $56.7 million in 2021, 2020 and 2019, 
respectively.

MULTIEMPLOYER PENSION PLANS

The Company also participates in a number of multiemployer defined benefit pension plans related to collectively 
bargained U.S. employees of Trane. The Company’s contributions, and the administration of the fixed retirement 
payments, are determined by the terms of the related collective-bargaining agreements. These multiemployer plans pose 
different risks to the Company than single-employer plans, including:

1.  The Company’s contributions to multiemployer plans may be used to provide benefits to all participating employees 

of the program, including employees of other employers.

2. 

3. 

In the event that another participating employer ceases contributions to a plan, the Company may be responsible for 
any unfunded obligations along with the remaining participating employers.

If the Company chooses to withdraw from any of the multiemployer plans, the Company may be required to pay a 
withdrawal liability, based on the underfunded status of the plan.

As of December 31, 2021, the Company does not participate in any plans that are individually significant, nor is the 
Company an individually significant participant to any of these plans.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company sponsors several postretirement plans that provide for healthcare benefits, and in some instances, 
life insurance benefits that cover certain eligible employees. These plans are unfunded and have no plan assets, 
but are instead funded by the Company on a pay-as-you-go basis in the form of direct benefit payments. Generally, 
postretirement health benefits are contributory with contributions adjusted annually. Life insurance plans for retirees are 
primarily noncontributory.

In connection with the completion of the Transaction, the Company transferred certain postretirement benefit obligations 
for current and former employees of Ingersoll Rand Industrial to Ingersoll Rand. The transfer of these obligations reduced 
postretirement plan liabilities by $28.7 million and increased AOCI by $5.5 million.

F-27

2021 ANNUAL REPORTThe following table details changes in the Company’s postretirement plan benefit obligations for the years ended 
December 31:

PART IV

IN MILLIONS

Benefit obligation at beginning of year

Service cost

Interest cost

Plan participants’ contributions

Actuarial (gains) losses(1)

Benefits paid, net of Medicare Part D subsidy(2)

Impact of the Transaction

Other

Benefit obligations at end of year

2021

2020

$ 389.1

$ 428.8

2.1

5.5

5.6

(22.2)

(37.8)

—

(0.1)

2.4

9.7

8.2

9.3

(39.9)

(28.7)

(0.7)

$ 342.2

$ 389.1

(1)  Net actuarial losses primarily resulted from losses driven by changes in discount rates offset by gains driven by changes in per 

capita cost assumptions. 

(2)  Amounts are net of Medicare Part D subsidy of $0.5 million and $0.7 million in 2021 and 2020, respectively.

The benefit plan obligations are reflected in the Consolidated Balance Sheets as follows: 

IN MILLIONS

Accrued compensation and benefits

Postemployment and other benefit liabilities

Total

DECEMBER 31, 
2021

DECEMBER 31, 
2020

$

(33.8)

$

(37.1)

(308.4)

(352.0)

$ (342.2)

$ (389.1)

The pre-tax amounts recognized in Accumulated other comprehensive income (loss) were as follows:

IN MILLIONS

Balance at December 31, 2020

Gain (loss) in current period

Amortization reclassified to earnings

Currency translation and other

Balance at December 31, 2021

NET ACTUARIAL  
GAINS (LOSSES)

$ 52.4

22.2

(2.0)

(0.2)

$ 72.4

The components of net periodic postretirement benefit (income) cost for the years ended December 31 were as follows:

IN MILLIONS

Service cost

Interest cost

Net amortization of:

Prior service costs (benefits)

Net actuarial (gains) losses

Net periodic postretirement benefit cost

Amounts recorded in continuing operations:

Operating income

Other income/(expense), net

Amounts recorded in discontinued operations

Total

2021

2020

2019

2.1

5.5

$

2.4

9.7

$

2.6

14.8

—

(2.0)

—

(0.3)

(5.6)

(10.9)

5.6

$

6.5 

$

6.2

2.1

2.5

1.0

5.6

$

$

2.4

3.0

1.1

6.5

$

$

2.5

3.1

0.6

6.2

$

$

$

$

F-28

2021 Annual Report2021 ANNUAL REPORTPART IV

Postretirement cost for 2022 is projected to be approximately $3 million. The amount expected to be recognized in net 
periodic postretirement benefits cost in 2022 for net actuarial gains is approximately $6 million.

Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31 were as 
follows:

Discount rate:

Benefit obligations at December 31

Net periodic benefit cost

Service cost

Interest cost

Assumed health-care cost trend rates at December 31:

Current year medical inflation

Ultimate inflation rate

Year that the rate reaches the ultimate trend rate

2021

2020

2019

2.73% 2.25%

2.99%

2.40% 3.18%

1.84% 2.73%

4.13%

3.67%

6.25% 6.50%

4.75% 4.75%

6.75%

4.75%

2028

2028

2028

Benefit payments for postretirement benefits, which are net of expected plan participant contributions and Medicare Part 
D subsidy, are expected to be paid as follows:

IN MILLIONS

2022

2023

2024

2025

2026

2027 — 2031

$

33.9

32.5

30.8

29.1

27.5

112.1

NOTE 12. REVENUE
The Company recognizes revenue when control of a good or service promised in a contract (i.e., performance obligation) 
is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain 
substantially all of the remaining benefits from that good or service. A majority of the Company’s revenues are recognized 
at a point-in-time as control is transferred at a distinct point in time per the terms of a contract. However, a portion of 
the Company’s revenues are recognized over time as the customer simultaneously receives control as the Company 
performs work under a contract. For these arrangements, the cost-to-cost input method is used as it best depicts the 
transfer of control to the customer that occurs as the Company incurs costs.

PERFORMANCE OBLIGATIONS

A performance obligation is a distinct good, service or a bundle of goods and services promised in a contract. The 
Company identifies performance obligations at the inception of a contract and allocates the transaction price to 
individual performance obligations to faithfully depict the Company’s performance in transferring control of the promised 
goods or services to the customer. 

The following are the primary performance obligations identified by the Company:

Equipment. The Company principally generates revenue from the sale of equipment to customers and recognizes 
revenue at a point in time when control transfers to the customer. Transfer of control is generally determined based on 
the shipping terms of the contract. 

F-29

2021 ANNUAL REPORTPART IV

Contracting and Installation. The Company enters into various construction-type contracts to design, deliver and 
build integrated solutions to meet customer specifications. These transactions provide services that range from the 
development and installation of new HVAC systems to the design and integration of critical building systems to optimize 
energy efficiency and overall performance. These contracts have a typical term of less than one year and are considered 
a single performance obligation as multiple combined goods and services promised in the contract represent a single 
output delivered to the customer. Revenues associated with contracting and installation contracts are recognized over 
time with progress towards completion measured using an input method as the basis to recognize revenue and an 
estimated profit. To-date efforts for work performed corresponds with and faithfully depicts transfer of control to the 
customer. 

Services and Maintenance. The Company provides various levels of preventative and/or repair and maintenance type 
service agreements for its customers. The typical length of a contract is 12 months but can be as long as 60 months. 
Revenues associated with these performance obligations are primarily recognized over time on a straight-line basis 
over the life of the contract as the customer simultaneously receives and consumes the benefit provided by the 
Company. However, if historical evidence indicates that the cost of providing these services on a straight-line basis 
is not appropriate, revenue is recognized over the contract period in proportion to the costs expected to be incurred 
while performing the service. Revenues for certain repair services that do not meet the criteria for over time revenue 
recognition and sales of parts are recognized at a point in time.

Extended warranties. The Company enters into various warranty contracts with customers related to its products. 
A standard warranty generally warrants that a product is free from defects in workmanship and materials under 
normal use and conditions for a certain period of time. The Company’s standard warranty is not considered a distinct 
performance obligation as it does not provide services to customers beyond assurance that the covered product is free 
of initial defects. An extended warranty provides a customer with additional time that the Company is liable for covered 
incidents associated with its products. Extended warranties are purchased separately and can last up to five years. 
As a result, they are considered separate performance obligations for the Company. Revenue associated with these 
performance obligations is primarily recognized over time on a straight-line basis over the life of the contract as the 
customer simultaneously receives and consumes the benefit provided by the Company. However, if historical evidence 
indicates that the cost of providing these services on a straight-line basis is not appropriate, revenue is recognized over 
the contract period in proportion to the costs expected to be incurred while performing the service. Refer to Note 21, 
“Commitments and Contingencies,” for more information related to product warranties.

The transaction price allocated to performance obligations reflects the Company’s expectations about the consideration 
it will be entitled to receive from a customer. To determine the transaction price, variable and noncash consideration are 
assessed as well as whether a significant financing component exists. The Company includes variable consideration in 
the estimated transaction price when it is probable that significant reversal of revenue recognized would not occur when 
the uncertainty associated with variable consideration is subsequently resolved. The Company considers historical data 
in determining its best estimates of variable consideration, and the related accruals are recorded using the expected 
value method. The Company has performance guarantees related to energy savings contracts that are provided under 
the maintenance portion of contracting and installation agreements extending from 2022-2048. These performance 
guarantees represent variable consideration and are estimated as part of the overall transaction price. The Company has 
not recognized any significant adjustments to the transaction price due to variable consideration.

The Company enters into sales arrangements that contain multiple goods and services. For these arrangements, each 
good or service is evaluated to determine whether it represents a distinct performance obligation and whether the sales 
price for each obligation is representative of standalone selling price. If available, the Company utilizes observable prices 
for goods or services sold separately to similar customers in similar circumstances to evaluate relative standalone selling 
price. List prices are used if they are determined to be representative of standalone selling prices. Where necessary, the 
Company ensures that the total transaction price is then allocated to the distinct performance obligations based on the 
determination of their relative standalone selling price at the inception of the arrangement. 

The Company recognizes revenue for delivered goods or services when the delivered good or service is distinct, 
control of the good or service has transferred to the customer, and only customary refund or return rights related to the 
goods or services exist. The Company excludes from revenues taxes it collects from a customer that are assessed by a 
government authority. 

F-30

2021 Annual Report2021 ANNUAL REPORTPART IV

DISAGGREGATED REVENUE

Net revenues by geography and major type of good or service for the year ended at December 31 were as follows:

IN MILLIONS

Americas

Equipment

Services

Total Americas

EMEA

Equipment

Services

Total EMEA

Asia Pacific

Equipment

Services

Total Asia Pacific

Total Net revenues

2021

2020

2019

$

7,319.8

$

6,479.0

$

6,880.4

3,637.3

3,206.9

3,179.1

$ 10,957.1

$

9,685.9

$ 10,059.5

$

1,328.0

$

1,119.9

$

1,208.0

616.9

528.2

554.6

$

1,944.9

$

1,648.1

$

1,762.6

$

851.0

$

773.6

$

383.4

347.1

879.7

374.1

$

1,234.4

$

1,120.7

$

1,253.8

$ 14,136.4

$ 12,454.7

$ 13,075.9

Revenue from goods and services transferred to customers at a point in time accounted for approximately 82%, 81% and 
82% of the Company’s revenue for the years ended December 31, 2021, 2020 and 2019, respectively.

CONTRACT BALANCES

The opening and closing balances of contract assets and contract liabilities arising from contracts with customers for 
the period ended December 31, 2021 and December 31, 2020 were as follows:

IN MILLIONS

LOCATION ON CONSOLIDATED BALANCE SHEET

2021

2020

Contract assets – current

Other current assets

Contract assets – noncurrent

Other noncurrent assets

Contract liabilities – current

Accrued expenses and other current liabilities

Contract liabilities – noncurrent

Other noncurrent liabilities

$

164.8

$

92.5

218.5

805.4

446.6

162.9

643.0

434.0

The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets, and 
customer advances and deposits (contract liabilities) on the Consolidated Balance Sheet. In general, the Company 
receives payments from customers based on a billing schedule established in its contracts. Contract assets relate to 
the conditional right to consideration for any completed performance under the contract when costs are incurred in 
excess of billings under the percentage-of-completion methodology. Accounts receivable are recorded when the right to 
consideration becomes unconditional. Contract liabilities relate to payments received in advance of performance under 
the contract or when the Company has a right to consideration that is unconditional before it transfers a good or service 
to the customer. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. 
During the years ended December 31, 2021 and 2020, changes in contract asset and liability balances were not materially 
impacted by any other factors. 

Approximately 49% of the contract liability balance at December 31, 2020 was recognized as revenue during the year 
ended December 31, 2021. Additionally, approximately 36% of the contract liability balance at December 31, 2021 was 
classified as noncurrent and not expected to be recognized as revenue in the next 12 months.

F-31

2021 ANNUAL REPORTPART IV

NOTE 13. EQUITY
The authorized share capital of Trane Technologies plc is 1,185,040,000 shares, consisting of (1) 1,175,000,000 ordinary 
shares, par value $1.00 per share, (2) 40,000 ordinary shares, par value EUR 1.00 and (3) 10,000,000 preference shares, 
par value $0.001 per share. There were no preference shares or Euro-denominated ordinary shares outstanding at 
December 31, 2021 or 2020.

The changes in ordinary shares and treasury shares for the year ended December 31, 2021 were as follows:

IN MILLIONS

December 31, 2020

Shares issued under incentive plans

Repurchase of ordinary shares

December 31, 2021

ORDINARY 
SHARES ISSUED

ORDINARY 
SHARES HELD IN 
TREASURY

263.3

2.3

(5.9)

259.7

24.5 

— 

— 

24.5 

Share repurchases are made from time to time in accordance with management’s capital allocation strategy, subject to 
market conditions and regulatory requirements. Shares acquired and canceled upon repurchase are accounted for as 
a reduction of Ordinary Shares and Capital in excess of par value, or Retained earnings to the extent Capital in excess 
of par value is exhausted. Shares acquired and held in treasury are presented separately on the balance sheet as a 
reduction to Equity and recognized at cost. 

In February 2021, the Company’s Board of Directors authorized the repurchase of up to $2.0 billion of its ordinary shares 
under a new share repurchase program (2021 Authorization) upon completion of the prior share repurchase program 
which authorized the repurchase of up to $1.5 billion of its ordinary shares (2018 Authorization). During the year ended 
December 31, 2021, the Company repurchased and canceled $1.1 billion of its ordinary shares thus completing the 
2018 Authorization and initiated repurchases under the 2021 Authorization of $600.2 million of its ordinary shares leaving 
approximately $1.4 billion remaining under the 2021 Authorization as of December 31, 2021. Additionally, through January 31, 
2022, we repurchased approximately $350 million of our ordinary shares under the 2021 Authorization. In February 2022, 
the Company’s Board of Directors authorized the repurchase of up to $3.0 billion of its ordinary shares under a new share 
repurchase program (2022 Authorization) upon completion of the 2021 Authorization.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in Accumulated other comprehensive income (loss) were as follows:

IN MILLIONS

December 31, 2019

Separation of Ingersoll Rand Industrial, net of tax

Other comprehensive income (loss) attributable to Trane 
Technologies plc

December 31, 2020

Other comprehensive income (loss) attributable to Trane 
Technologies plc

December 31, 2021

DERIVATIVE 
INSTRUMENTS

PENSION AND 
OPEB ITEMS

FOREIGN 
CURRENCY 
TRANSLATION

TOTAL

$ 5.6

$ (457.4)

$ (554.8) $ (1,006.6)

—

5.2

64.8

70.2

135.0

(23.9)

258.8

240.1

$10.8

$ (416.5)

$ (225.8) $

(631.5)

(3.7)

118.6

(121.0)

(6.1)

$ 7.1

$ (297.9)

$ (346.8) $

(637.6)

The amounts of Other comprehensive income (loss) attributable to noncontrolling interests for 2021, 2020 and 2019 were 
$(1.7) million, $2.7 million and $0.9 million, respectively, related to currency translation. Additionally, Other comprehensive 
income (loss) attributable to noncontrolling interests for 2021 includes $1.2 million related to pension and postretirement 
obligation adjustments.

F-32

2021 Annual Report2021 ANNUAL REPORTPART IV

NOTE 14. SHARE-BASED COMPENSATION
The Company accounts for stock-based compensation plans under the fair-value based method. Fair value is measured 
once at the date of grant and is not adjusted for subsequent changes. The Company’s share-based compensation 
plans include programs for stock options, restricted stock units (RSUs), performance share units (PSUs), and deferred 
compensation. Under the Company’s incentive stock plan, the total number of ordinary shares authorized by the 
shareholders is 23.0 million, of which 13.7 million remains available as of December 31, 2021 for future incentive awards.

In connection with the completion of the Transaction, the provisions of the Company’s existing share-based 
compensation plans required adjustment to the terms of outstanding awards in order to preserve the intrinsic value of 
the awards immediately before and after the separation. The outstanding awards will continue to vest over the original 
vesting period, which is generally three years from the grant date. At the Distribution Date, the Company incurred less 
than $0.1 million of incremental compensation costs related to the preservation of the stock-based compensation intrinsic 
value post-separation.

COMPENSATION EXPENSE

Share-based compensation expense related to continuing operations is included in Selling and administrative expenses. 
The following table summarizes the expenses recognized:

IN MILLIONS

Stock options

RSUs

PSUs

Deferred compensation

Other(1)

Pre-tax expense

Tax benefit

After-tax expense

Amounts recorded in continuing operations

Amounts recorded in discontinued operations

Total

(1) 

Includes certain plans that have a market-based component.

Grants issued during the year ended December 31 were as follows:

2021

2020

2019

$

16.7

$ 17.9

$ 20.2

21.9

26.1

3.0

4.4

72.1

23.3

26.7

3.9

3.3

75.1

26.5

17.9

3.1

3.5

71.2

(17.4)

(18.2)

(17.3)

$

54.7

$ 56.9

$ 53.9

54.7

—

55.2

1.7

46.5

7.4

$

54.7

$ 56.9

$ 53.9

2021

2020

2019

WEIGHTED-
AVERAGE FAIR 
VALUE PER AWARD

NUMBER 
GRANTED

WEIGHTED-
AVERAGE FAIR 
VALUE PER AWARD

NUMBER 
GRANTED

WEIGHTED-
AVERAGE FAIR 
VALUE PER AWARD

$

29.62

1,021,628

$

16.75

1,286,857

$ 154.33

213,142

$ 104.76

268,465

$ 181.84

278,468

$ 140.72

312,362

$ 17.17

$ 102.98

$ 111.12

NUMBER 
GRANTED

589,417

153,806

284,300

Stock options

RSUs

Performance shares(1)

(1) 

The number of performance shares represents the maximum award level. 

F-33

2021 ANNUAL REPORTPART IV

STOCK OPTIONS / RSUs

Eligible participants may receive (i) stock options, (ii) RSUs or (iii) a combination of both stock options and RSUs. The fair 
value of each of the Company’s stock option and RSU awards is expensed on a straight-line basis over the required 
service period, which is generally the 3-year vesting period. However, for stock options and RSUs granted to retirement 
eligible employees, the Company recognizes expense for the fair value at the grant date. 

The average fair value of the stock options granted is determined using the Black Scholes option pricing model. The 
following assumptions were used during the year ended December 31:

Dividend yield

Volatility

Risk-free rate of return

Expected life in years

2021

2020

2019

1.60%

2.01%

2.06%

27.90% 24.33% 21.46%

0.45%

0.56%

2.46%

4.8

4.8

4.8

A description of the significant assumptions used to estimate the fair value of the stock option awards is as follows:

•  Dividend yield - The Company determines the dividend yield based upon the expected quarterly dividend payments 

as of the grant date and the current fair market value of the Company’s stock. 

•  Volatility - The expected volatility is based on a weighted average of the Company’s implied volatility and the most 

recent historical volatility of the Company’s stock commensurate with the expected life. 

•  Risk-free rate of return -The Company applies a yield curve of continuous risk-free rates based upon the published US 

Treasury spot rates on the grant date. 

•  Expected life in years - The expected life of the Company’s stock option awards represents the weighted-average of 

the actual period since the grant date for all exercised or canceled options and an expected period for all outstanding 
options. 

Changes in options outstanding under the plans for the years 2021, 2020 and 2019 were as follows:

December 31, 2018

Granted

Exercised

Cancelled

December 31, 2019

Granted

Exercised

Cancelled

Adjustment due to the Transaction

December 31, 2020

Granted

Exercised

Cancelled

Outstanding December 31, 2021

Exercisable December 31, 2021

SHARES 
SUBJECT TO 
OPTION

WEIGHTED- 
AVERAGE 
EXERCISE 
PRICE

AGGREGATE 
INTRINSIC 
VALUE 
(MILLIONS)

WEIGHTED-
AVERAGE 
REMAINING 
LIFE (YEARS)

6,285,351

$

66.95

1,286,857

101.42

(2,076,338)

(76,624)

5,419,246

1,021,628

(1,767,782)

(49,539)

1,095,805

5,719,358

589,417

(1,872,069)

(25,706)

4,411,000

2,748,061

56.17

92.38

78.91

105.29

58.27

88.12

n/a

70.53

150.34

64.74

115.33

$

$

83.39

64.86

$ 523.3

$ 377.0

5.7

4.5

F-34

2021 Annual Report2021 ANNUAL REPORTPART IV

The following table summarizes information concerning currently outstanding and exercisable options:

OPTIONS OUTSTANDING

OPTIONS EXERCISABLE

RANGE OF EXERCISE PRICE

$

25.01 — $

50.00

50.01 —

75.01 —

100.01 —

125.01 —

150.01 —

175.01 —

75.00

100.00

125.00

150.00

175.00

200.00

639,441

1,434,031

897,717

858,516

554,261

3,900

23,134

NUMBER 
OUTSTANDING AT 
DECEMBER 31, 
2021

WEIGHTED- 
AVERAGE 
REMAINING 
LIFE (YEARS)

NUMBER 
EXERCISABLE AT 
DECEMBER 31, 
2021

WEIGHTED- 
AVERAGE 
REMAINING 
LIFE (YEARS)

WEIGHTED- 
AVERAGE 
EXERCISE 
PRICE

$ 39.56

65.24

79.32

105.25

148.71

166.50

186.90

2.8

4.5

6.0

7.5

8.4

9.3

9.6

5.7

639,441

1,380,815

513,773

213,475

557

—

—

WEIGHTED- 
AVERAGE 
EXERCISE 
PRICE

$ 39.56

65.01

79.04

105.28

145.95

—

—

$ 64.86

2.8

4.4

5.9

7.3

6.8

0.0

0.0

4.5

$

25.28 — $ 190.56

4,411,000

$ 83.39

2,748,061

At December 31, 2021, there was $8.5 million of total unrecognized compensation cost from stock option arrangements 
granted under the plan, which is primarily related to unvested shares of non-retirement eligible employees. The 
aggregate intrinsic value of options exercised during the year ended December 31, 2021 and 2020 was $212.6 million and 
$120.5 million, respectively. Generally, stock options expire ten years from their date of grant. 

The following table summarizes RSU activity for the years 2021, 2020 and 2019:

Outstanding and unvested at December 31, 2018

Granted

Vested

Cancelled

Outstanding and unvested at December 31, 2019

Granted

Vested

Cancelled

Adjustment due to the Transaction

Outstanding and unvested at December 31, 2020

Granted

Vested

Cancelled

Outstanding and unvested at December 31, 2021

WEIGHTED- 
AVERAGE 
GRANT DATE 
FAIR VALUE

RSUs

721,639

$

78.40

268,465

102.98

(364,817)

(20,947)

70.26

89.64

604,340

$

93.56

213,142

104.76

(338,952)

(11,356)

22,348

86.62

84.38

n/a

489,522

$

87.75

153,806

(266,041)

(6,257)

154.33

82.18

115.11

371,030

$ 118.88

At December 31, 2021, there was $12.5 million of total unrecognized compensation cost from RSU arrangements granted 
under the plan, which is related to unvested shares of non-retirement eligible employees. 

F-35

2021 ANNUAL REPORTPART IV

PERFORMANCE SHARES

The Company has a Performance Share Program (PSP) for key employees. The program provides awards in the form 
of PSUs based on performance against pre-established objectives. The annual target award level is expressed as a 
number of the Company’s ordinary shares based on the fair market value of the Company’s stock on the date of grant. 
All PSUs are settled in the form of ordinary shares.

Beginning with the 2018 grant year, PSU awards are earned based 50% upon a performance condition, measured by 
relative Cash Flow Return on Invested Capital (CROIC) to the S&P 500 Industrials Index over a 3-year performance period, 
and 50% upon a market condition, measured by the Company’s relative total shareholder return (TSR) as compared 
to the TSR of the S&P 500 Industrials Index over a 3-year performance period. The fair value of the market condition is 
estimated using a Monte Carlo simulation model in a risk-neutral framework based upon historical volatility, risk-free rates 
and correlation matrix. Awards granted prior to 2018 were earned based 50% upon a performance condition, measured 
by relative earnings-per-share (EPS) growth to the S&P 500 Industrials Index over a 3-year performance period, and 50% 
upon a market condition measured by the Company’s relative TSR as compared to the TSR of the S&P 500 Industrials 
Index over a 3-year performance period. 

The following table summarizes PSU activity for the maximum number of shares that may be issued for the years 2021, 
2020 and 2019:

Outstanding and unvested at December 31, 2018

Granted

Vested

Forfeited

Outstanding and unvested at December 31, 2019

Granted

Vested

Forfeited

Adjustment due to the Transaction

Outstanding and unvested at December 31, 2020

Granted

Vested

Forfeited

Outstanding and unvested at December 31, 2021

WEIGHTED-
AVERAGE GRANT 
DATE FAIR VALUE

PSUs

1,246,164

$

79.83

312,362

(539,402)

(34,194)

984,930

278,468

(340,400)

(56,430)

151,904

111.12

53.76

106.14

$ 103.12

140.72

93.63

89.94

n/a

1,018,472

$

99.53

284,300

(419,088)

(81,728)

801,956

181.84

82.93

160.86

$ 131.14

At December 31, 2021, there was $17.4 million of total unrecognized compensation cost from PSU arrangements based 
on current performance, which is related to unvested shares. This compensation will be recognized over the required 
service period, which is generally the three-year vesting period. 

DEFERRED COMPENSATION

The Company allows key employees to defer a portion of their eligible compensation into a number of investment 
choices, including its ordinary share equivalents. Any amounts invested in ordinary share equivalents will be settled in 
ordinary shares of the Company at the time of distribution.

F-36

2021 Annual Report2021 ANNUAL REPORTPART IV

NOTE 15. RESTRUCTURING ACTIVITIES
The Company incurs costs associated with restructuring initiatives intended to result in improved operating performance, 
profitability and working capital levels. Actions associated with these initiatives include workforce reduction, improving 
manufacturing productivity, realignment of management structures and rationalizing certain assets. Restructuring 
charges recorded during the years ended December 31 were as follows:

IN MILLIONS

Americas

EMEA

Asia Pacific

Corporate and Other

Total

Cost of goods sold

Selling and administrative expenses

Total 

The changes in the restructuring reserve were as follows:

2021

2020

2019

$

6.8 $ 35.3 $ 39.0

2.6

1.4

7.4

5.1

16.2

27.9

5.1

6.7

1.8

$ 27.0 $ 75.7 $ 52.6

$

7.5 $ 24.1 $ 37.3

19.5

51.6

15.3

$ 27.0 $ 75.7 $ 52.6

IN MILLIONS

December 31, 2019
Additions, net of reversals(1)

Cash paid/Other

December 31, 2020
Additions, net of reversals(2)
Cash paid/Other

December 31, 2021

AMERICAS

EMEA

ASIA 
PACIFIC

CORPORATE
AND OTHER

TOTAL

$

11.9

31.3

(30.6)

12.6

6.2

(12.2)

$

2.8

7.4

$

9.1

5.1

(5.9)

(12.2)

4.3

1.9

(3.1)

2.0

1.4

(2.4)

$

1.6

$ 25.4

27.9

(18.9)

10.6

16.2

71.7

(67.6)

29.5

25.7

(20.8)

(38.5)

$

6.6

$

3.1

$

1.0

$

6.0

$ 16.7

(1)  Excludes the accelerated depreciation on equipment ($4.0 million).

(2)  Excludes the accelerated depreciation on buildings and equipment and other non-cash charges ($1.3 million).

During the year ended December 31, 2021, costs associated with announced restructuring actions primarily included the 
following:

•  costs related to workforce reductions and the reorganization of resources in an effort to improve the Company’s cost 

structure and other functional transformation initiatives;

•  the plan to close a U.S. manufacturing facility and relocate production to another existing U.S. facility announced in 

2018; and

•  costs related to the reorganization of resources and facilities in response to the completion of the Transaction and 

separation of Ingersoll Rand Industrial.

Amounts recognized primarily relate to severance and exit costs. In addition, the Company also includes costs that 
are directly attributable to the restructuring activity but do not fall into the severance, exit or disposal categories. As of 
December 31, 2021, the Company had $16.7 million accrued for costs associated with its ongoing restructuring actions, of 
which a majority is expected to be paid within one year.

F-37

2021 ANNUAL REPORTPART IV

NOTE 16. OTHER INCOME/(EXPENSE), NET
The components of Other income/(expense), net for the years ended December 31, 2021, 2020 and 2019 were as follows:

IN MILLIONS

Interest income

Foreign currency exchange loss

Other components of net periodic benefit credit/(cost)

Other activity, net

Other income/(expense), net

2021

2020

2019

$

4.0

$

4.5

$

0.6

(10.7)

(1.6)

9.4

1.1

$

(10.0)

(14.7)

24.3

(9.5)

(34.9)

15.4

$

4.1

$ (28.4)

Other income/(expense), net includes the results from activities other than normal business operations such as interest 
income and foreign currency gains and losses on transactions that are denominated in a currency other than an entity’s 
functional currency. In addition, the Company includes the components of net periodic benefit credit/(cost) for pension 
and post retirement obligations other than the service cost component. Other activity, net primarily includes items 
associated with certain legal matters, as well as asbestos-related activities. During the year ended December 31, 2021, 
the Company recorded a gain of $12.8 million related to the release of a pension indemnification liability, partially offset 
by a charge of $7.2 million to increase its Funding Agreement liability from asbestos-related activities of Murray within 
other activity, net. Other activity, net for the year ended December 31, 2020, primarily includes a $17.4 million adjustment 
to correct an overstatement of a legacy legal liability that originated in prior years and a gain of $0.9 million related to 
the deconsolidation of Murray and its wholly-owned subsidiary ClimateLabs within other activity, net. Refer to Note 21, 
“Commitments and Contingencies,” for more information regarding asbestos-related matters.

NOTE 17.  INCOME TAXES

CURRENT AND DEFERRED PROVISION FOR INCOME TAXES

Earnings before income taxes for the years ended December 31 were taxed within the following jurisdictions:

IN MILLIONS

United States

Non-U.S.

Total

2021

2020

2019

$

995.5 $

653.9 $

795.2

634.3

837.4

561.5

$ 1,790.7 $ 1,288.2 $ 1,398.9

The components of the Provision for income taxes for the years ended December 31 were as follows:

IN MILLIONS

Current tax expense (benefit):

United States

Non-U.S.

Total

Deferred tax expense (benefit):

United States

Non-U.S.

Total

Total tax expense (benefit):

United States

Non-U.S.

Total

2021

2020

2019

$ 247.0

$ 168.3 $

181.8

111.7

358.7

106.3

274.6

77.4

259.2

(42.5)

17.3

(25.2)

11.2

11.0

22.2

2.2

(22.8)

(20.6)

204.5

129.0

179.5

117.3

184.0

54.6

$ 333.5

$ 296.8 $

238.6

F-38

2021 Annual Report2021 ANNUAL REPORTPART IV

The Provision for income taxes differs from the amount of income taxes determined by applying the applicable U.S. 
statutory income tax rate to pretax income, as a result of the following differences:

Statutory U.S. rate

Increase (decrease) in rates resulting from:
Non-U.S. tax rate differential
Tax on U.S. subsidiaries on non-U.S. earnings(a)
State and local income taxes(b)
Valuation allowances(c)
Stock based compensation
Expiration of carryforward tax attributes
Reserves for uncertain tax positions
Provision to return and other true-up adjustments
Other adjustments
Effective tax rate

(a) 

 Net of foreign tax credits

(b)  Net of changes in state valuation allowances

(c)  Primarily federal and non-U.S., excludes state valuation allowances

PERCENT OF PRETAX INCOME

2021

2020

2019

21.0 % 21.0 %

21.0 %

(2.8)
(0.3)
2.0
(1.1)
(1.8)
—
0.1
(0.2)
1.7

(1.1)
0.3
4.3
(1.1)
(1.7)
1.1
(0.1)
(0.2)
0.5

18.6% 23.0%

(2.8)
(0.2)
3.0
(2.9)
(1.7)
—
(0.5)
0.1
1.1
17.1%

Tax incentives, in the form of tax holidays, have been granted to the Company in certain jurisdictions to encourage 
industrial development. The expiration of these tax holidays varies by country. The tax holidays are conditional on the 
Company meeting certain employment and investment thresholds. The most significant tax holidays relate to the 
Company’s qualifying locations in China, Puerto Rico and Panama. The benefit for the tax holidays for the years ended 
December 31, 2021, 2020 and 2019 was $32.6 million, $24.6 million and $28.3 million, respectively.

DEFERRED TAX ASSETS AND LIABILITIES

A summary of the deferred tax accounts at December 31 were as follows:

IN MILLIONS
Deferred tax assets:

Inventory and accounts receivable
Fixed assets and intangibles
Operating lease liabilities
Postemployment and other benefit liabilities
Product liability
Funding liability
Other reserves and accruals
Net operating losses and credit carryforwards
Other

Gross deferred tax assets

Less: deferred tax valuation allowances
Deferred tax assets net of valuation allowances
Deferred tax liabilities:

Inventory and accounts receivable
Fixed assets and intangibles
Operating lease right-of-use assets
Postemployment and other benefit liabilities
Other reserves and accruals
Product liability
Undistributed earnings of foreign subsidiaries
Other

Gross deferred tax liabilities
Net deferred tax assets (liabilities)

F-39

2021

2020

$

$

$

$

11.0
5.6
106.0
285.7
4.6
73.7
171.2
453.3
29.0
1,140.1
(258.6)
881.5

(18.6)
(1,135.4)
(104.4)
(21.3)
(5.2)
—
(27.8)
(6.9)
(1,319.6)
(438.1)

$

$

$

$

11.7
9.5
101.0
323.5
4.8
71.8
164.8
509.0
58.5
1,254.6
(320.5)
934.1

(22.3)
(1,186.0)
(99.5)
(14.1)
(7.2)
(0.2)
(22.4)
(3.2)
(1,354.9)
(420.8)

2021 ANNUAL REPORTPART IV

At December 31, 2021, no deferred taxes have been provided for earnings of certain of the Company’s subsidiaries, 
since these earnings have been and under current plans will continue to be permanently reinvested in these 
subsidiaries. These earnings amount to approximately $2.5 billion which if distributed would result in additional taxes, 
which may be payable upon distribution, of approximately $300.0 million.

At December 31, 2021, the Company had the following operating loss, capital loss and tax credit carryforwards available to 
offset taxable income in prior and future years:

IN MILLIONS

U.S. Federal net operating loss carryforwards

U.S. Federal credit carryforwards

U.S. State net operating loss carryforwards

U.S. State credit carryforwards

Non-U.S. net operating loss carryforwards

Non-U.S. credit carryforwards

AMOUNT

EXPIRATION
PERIOD

$

611.0 2022-2036

119.8 2022-2030

2,776.3 2022-Unlimited

29.4 2022-Unlimited

530.7 2022-Unlimited

11.0 Unlimited

The U.S. state net operating loss carryforwards were incurred in various jurisdictions. The non-U.S. net operating loss 
carryforwards were incurred in various jurisdictions, predominantly in Belgium, Brazil, India, Luxembourg, Spain and the 
United Kingdom.

Activity associated with the Company’s valuation allowance is as follows:

IN MILLIONS

Beginning balance

Increase to valuation allowance

Decrease to valuation allowance

Other deductions

Write off against valuation allowance

Accumulated other comprehensive income (loss)

Ending balance

2021

2020

2019

$ 320.5

$ 309.4

$ 310.3

86.5

38.9

44.0

(113.5)

(22.8)

(43.6)

—

(33.0)

(1.9)

(0.1)

(3.7)

(1.2)

—

—

(1.3)

$ 258.6

$ 320.5

$ 309.4

During 2021, the Company recorded a $21.4 million reduction in valuation allowance on deferred tax assets primarily 
related to foreign tax credits as a result of an increase in current year foreign source income.

During 2020, the Company recorded a $22.3 million increase in valuation allowance on deferred tax assets primarily 
related to certain state net deferred tax assets as a result of the Transaction. In addition, the Company recorded a 
$16.0 million reduction in valuation allowances related to non-U.S. net operating losses, primarily as a result of a planned 
restructuring in a non-U.S. tax jurisdiction, and foreign tax credits as a result of revised projections of future foreign source 
income.

During 2019, the Company recorded a $43.6 million reduction in valuation allowance on deferred tax assets primarily 
related to non-U.S. net operating losses. In addition, the Company recorded a $19.3 million increase in a valuation 
allowance for certain state net deferred tax assets as a result of revised projections of future state taxable income during 
the carryforward period.

F-40

2021 Annual Report2021 ANNUAL REPORTPART IV

UNRECOGNIZED TAX BENEFITS

The Company has total unrecognized tax benefits of $65.2 million and $65.4 million as of December 31, 2021, and 
December 31, 2020, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the continuing 
operations effective tax rate are $39.1 million as of December 31, 2021. A reconciliation of the beginning and ending 
amount of unrecognized tax benefits is as follows:

IN MILLIONS

Beginning balance

Additions based on tax positions related to the current year

Additions based on tax positions related to prior years

Reductions based on tax positions related to prior years

Reductions related to settlements with tax authorities

Reductions related to lapses of statute of limitations

Translation (gain) loss

Ending balance

2021

2020

2019

$ 65.4

$

63.7

$

68.7

1.0

5.1

(2.4)

(0.1)

(1.0)

(2.8)

1.0

2.1

(1.5)

(0.7)

(1.7)

2.5

1.2

9.3

(13.1)

(0.9)

(0.6)

(0.9)

$ 65.2

$

65.4

$

63.7

The Company records interest and penalties associated with the uncertain tax positions within its Provision for income 
taxes. The Company had reserves associated with interest and penalties, net of tax, of $7.1 million and $14.6 million at 
December 31, 2021 and December 31, 2020, respectively. For the year ended December 31, 2021 and December 31, 2020, 
the Company recognized a $0.7 million and $0.1 million tax expense, respectively, in interest and penalties, net of tax in 
continuing operations related to these uncertain tax positions.

The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on 
future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes 
of limitations. Although the outcomes and timing of such events are highly uncertain, it is reasonably possible that the 
balance of gross unrecognized tax benefits, excluding interest and penalties, could potentially be reduced by up to 
approximately $3.2 million during the next 12 months.

The provision for income taxes involves a significant amount of management judgment regarding interpretation of 
relevant facts and laws in the jurisdictions in which the Company operates. Future changes in applicable laws, projected 
levels of taxable income and tax planning could change the effective tax rate and tax balances recorded by the 
Company. In addition, tax authorities periodically review income tax returns filed by the Company and can raise issues 
regarding its filing positions, timing and amount of income or deductions, and the allocation of income among the 
jurisdictions in which the Company operates. A significant period of time may elapse between the filing of an income 
tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. In the normal 
course of business the Company is subject to examination by taxing authorities throughout the world, including such 
major jurisdictions as Belgium, Brazil, Canada, China, France, Germany, Ireland, Italy, Mexico, Spain, the Netherlands, the 
United Kingdom and the United States. These examinations on their own, or any subsequent litigation related to the 
examinations, may result in additional taxes or penalties against the Company. If the ultimate result of these audits differ 
from original or adjusted estimates, they could have a material impact on the Company’s tax provision. In general, the 
examination of the Company’s U.S. federal tax returns is complete or effectively settled for years prior to 2016. In general, 
the examination of the Company’s material non-U.S. tax returns is complete or effectively settled for the years prior to 
2013, with certain matters prior to 2013 being resolved through appeals and litigation and also unilateral procedures as 
provided for under double tax treaties. 

In connection with the Transaction, the Company and Ingersoll Rand entered into a tax sharing agreement for the 
allocation of taxes. The Company has an indemnity payable to Ingersoll Rand, included within other non-current liabilities, 
in the amount of $8.0 million of tax and interest primarily related to open audit years in non-U.S. tax jurisdictions.

F-41

2021 ANNUAL REPORTPART IV

NOTE 18.  ACQUISITIONS AND DIVESTITURES

ACQUISITIONS 

On October 15, 2021, the Company acquired 100% of Farrar Scientific Corporation’s (Farrar Scientific) assets, including 
its patented ultra-low temperature control technologies, a development and assembly operation in Marietta, Ohio, and 
a specialized team of engineers, sales engineers, operators, and technicians. Farrar Scientific is a leader in ultra-low 
temperature control for biopharmaceutical and other life science applications. The results of Farrar Scientific are reported 
within the Americas segment from the date of acquisition.

The Company paid $251.2 million in initial cash consideration, financed through cash on hand, and agreed to contingent 
consideration relating to an earnout payment of up to $115.0 million to be paid in 2025, tied to the attainment of key 
revenue targets during the period of January 1, 2022 through December 31, 2024. This additional payment, to the extent 
earned, will be payable in cash. The purchase price for the acquisition was expected to be $349.9 million, comprised of 
the upfront cash consideration of $251.2 million paid on October 15, 2021 and the fair value of the earnout payment at the 
time of closing the acquisition of $98.7 million. The fair value of the earnout payment is determined using the Monte Carlo 
simulation model based on projections of revenues for Farrar Scientific during the period of January 1, 2022 through 
December 31, 2024, implied revenue volatility and a risk adjusted discount rate. Each quarter the Company is required 
to remeasure the fair value of the liability as assumptions change and such adjustments will be recorded in Selling 
and administrative expenses in the Consolidated Statements of Earnings. As of December 31, 2021, the fair value of the 
earnout payment was $96.2 million.

The aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on the 
estimate of fair market value of such assets and liabilities at the date of acquisition. Intangible assets associated with 
the acquisition totaled $140.7 million and primarily relate to customer relationships. The excess purchase price over the 
estimated fair value of net assets acquired was recognized as goodwill and totaled $203.6 million.

The Company recorded intangible assets based on their preliminary estimate of fair value, which consisted of the 
following: 

IN MILLIONS

Customer relationships

Other

Total intangible assets

WEIGHTED-AVERAGE 

USEFUL LIFE (IN YEARS)  OCTOBER 15, 2021

14

6

$ 105.2

35.5

$ 140.7

The valuation of intangible assets was determined using an income approach methodology. The fair values of the 
customer relationship intangible assets were determined using the multi-period excess earnings method based 
on discounted projected net cash flows associated with the net earnings attributable to the acquired customer 
relationships. These projected cash flows are estimated over the remaining economic life of the intangible asset and 
are considered from a market participant perspective. Key assumptions used in estimating future cash flows included 
projected revenue growth rates and customer attrition rates. The projected future cash flows are discounted to present 
value using an appropriate discount rate. Any excess of the purchase price over the estimated fair value of net assets 
was recognized as goodwill. The goodwill is primarily attributable to the fair value of market share and revenue growth 
from Farrar Scientific. The benefit of access to the workforce is an additional element of goodwill. For income tax 
purposes, the acquisition was an asset purchase and the goodwill will be deductible for tax purposes. The Company has 
not included pro forma financial information as the pro forma impact was deemed not material. 

F-42

2021 Annual Report2021 ANNUAL REPORTPART IV

During 2020, the Company acquired two independent dealers, reported within the Americas segment, to support the 
Company’s ongoing strategy to expand its distribution network and service area. The aggregate cash paid, net of 
cash acquired, totaled $182.8 million and was financed through cash on hand. Intangible assets associated with these 
acquisitions totaled $76.9 million and primarily relate to customer relationships. The excess purchase price over the 
estimated fair value of net assets acquired was recognized as goodwill and totaled $131.8 million. 

The fair values of the customer relationship intangible assets were determined using the multi-period excess earnings 
method based on discounted projected net cash flows associated with the net earnings attributable to the acquired 
customer relationships. These projected cash flows are estimated over the remaining economic life of the intangible 
asset and are considered from a market participant perspective. Key assumptions used in estimating future cash flows 
included projected revenue growth rates and customer attrition rates. The projected future cash flows are discounted 
to present value using an appropriate discount rate. The customer relationships had a weighted-average useful life of 16 
years. The Company has not included pro forma financial information as the pro forma impact was deemed not material. 

During 2019, the Company acquired several businesses including independent dealers to support its ongoing strategy 
to expand its distribution network and service area as well as other businesses that strengthen the Company’s product 
portfolios. The aggregate cash paid, net of cash acquired, totaled $83.4 million and was funded through cash on hand. 
Intangible assets associated with these acquisitions totaled $25.5 million and primarily relate to trademarks and customer 
relationships. The excess purchase price over the estimated fair value of net assets acquired was recognized as goodwill 
and totaled $45.3 million. These acquisitions were not material to the Company’s financial statements and were reported 
in the Americas segment.

DIVESTITURES

The components of Discontinued operations, net of tax for the years ended December 31 were as follows:

IN MILLIONS

Net revenues

Cost of goods sold

Selling and administrative expenses

Operating income (loss)

Other income/ (expense), net

Pre-tax earnings (loss) from discontinued operations

Tax benefit (expense)

Discontinued operations, net of tax

2021

2020

2019

$

—

—

(3.0)

(3.0)

(36.3)

(39.3)

18.7

$

469.8

$ 3,523.0

(315.8)

(234.4)

(80.4)

(55.9)

(136.3)

14.9

(2,366.0)

(809.5)

347.5

50.0

397.5

(129.3)

$

(20.6)

$

(121.4)

$

268.2

The table above presents the financial statement line items that support amounts included in Discontinued operations, 
net of tax. For the year ended December 31, 2021, Other income/(expense), net included a charge of $14.0 million to 
increase the Company’s Funding Agreement liability from asbestos-related activities of Aldrich as well as pension and 
post retirement obligations and environmental costs related to businesses formerly owned by the Company. For the year 
ended December 31, 2020, Selling and administrative expenses included pre-tax Ingersoll Rand Industrial separation 
costs of $114.2 million, which are primarily related to legal, consulting and advisory fees. In addition, for the year ended 
December 31, 2020, Other income/(expense), net included a loss of $25.8 million related to the deconsolidation of Aldrich 
and its wholly-owned subsidiary 200 Park. The year ended December 31, 2019 included $94.6 million of pre-tax Ingersoll 
Rand Industrial separation costs within Selling and administrative expenses. 

SEPARATION OF INDUSTRIAL SEGMENT BUSINESSES

On February 29, 2020, the Company completed the Transaction with Ingersoll Rand whereby the Company separated 
Ingersoll Rand Industrial which then merged with a wholly-owned subsidiary of Ingersoll Rand. In accordance with 
GAAP, the historical results of Ingersoll Rand Industrial are presented as a discontinued operation in the Consolidated 
Statements of Earnings and Consolidated Statements of Cash Flows.

F-43

2021 ANNUAL REPORTPART IV

Net revenues and earnings from operations, net of tax of Ingersoll Rand Industrial for the years ended December 31 were 
as follows:

IN MILLIONS

Net revenues

Earnings (loss) attributable to Trane Technologies plc 

Earnings (loss) attributable to noncontrolling interests

Earnings (loss) from operations, net of tax 

2021

2020

2019

$

— $ 469.8

$ 3,523.0

0.1

—

0.1

$

(85.8)

225.2

0.9

2.4

$

(84.9) $ 227.6

Earnings (loss) attributable to Trane Technologies plc includes Ingersoll Rand Industrial separation costs, net of tax 
primarily related to legal, consulting and advisory fees of $96.2 million during the year ended December 31, 2020. In 
addition, the year ended December 31, 2019 includes $89.4 million of Ingersoll Rand Industrial separation costs, net of tax. 

OTHER DISCONTINUED OPERATIONS

Other discontinued operations, net of tax related to retained obligations from previously sold businesses that primarily 
include ongoing expenses for postretirement benefits, product liability and legal costs. In addition, the Company includes 
asbestos-related activities of Aldrich. 

The components of Discontinued operations, net of tax for the years ended December 31 were as follows:

IN MILLIONS

Ingersoll Rand Industrial, net of tax

Asbestos-related activities of Aldrich (post-Petition Date)

Other discontinued operations, net of tax

Discontinued operations, net of tax

2021

2020

2019

$

0.1 $ (84.9) $ 227.6

(13.3)

(19.1)

—

(7.4)

(17.4)

40.6

$ (20.6) $ (121.4) $ 268.2

Refer to Note 21, “Commitments and Contingencies,” for more information regarding the deconsolidation and asbestos-
related matters.

NOTE 19.  EARNINGS PER SHARE (EPS)
Basic EPS is calculated by dividing Net earnings attributable to Trane Technologies plc by the weighted-average number 
of ordinary shares outstanding for the applicable period. Diluted EPS is calculated after adjusting the denominator of 
the basic EPS calculation for the effect of all potentially dilutive ordinary shares, which in the Company’s case, includes 
shares issuable under share-based compensation plans. The following table summarizes the weighted-average number 
of ordinary shares outstanding for basic and diluted earnings per share calculations:

IN MILLIONS

Weighted-average number of basic shares outstanding

Shares issuable under incentive stock plans

Weighted-average number of diluted shares outstanding

Anti-dilutive shares

Dividends declared per ordinary share

2021

2020

2019

238.7

240.1

241.6

3.6

3.0

2.8

242.3

243.1

244.4

—

0.6

—

$ 2.36 $ 2.12 $ 2.12

F-44

2021 Annual Report2021 ANNUAL REPORTPART IV

NOTE 20.  BUSINESS SEGMENT INFORMATION
The Company operates under three regional operating segments designed to create deep customer focus and 
relevance in markets around the world. Intercompany sales between segments are immaterial.

•  The Company’s Americas segment innovates for customers in North America and Latin America. The Americas 
segment encompasses commercial heating and cooling systems, building controls, and energy services and 
solutions; residential heating and cooling; and transport refrigeration systems and solutions. 

•  The Company’s EMEA segment innovates for customers in the Europe, Middle East and Africa region. The EMEA 

segment encompasses heating and cooling systems, services and solutions for commercial buildings and industrial 
processing, and transport refrigeration systems and solutions. 

•  The Company’s Asia Pacific segment innovates for customers throughout the Asia Pacific region. The Asia Pacific 

segment encompasses heating and cooling systems, services and solutions for commercial buildings and transport 
refrigeration systems and solutions.

Management measures operating performance based on net earnings excluding interest expense, income taxes, 
depreciation and amortization, restructuring, unallocated corporate expenses and discontinued operations (Segment 
Adjusted EBITDA). 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 
reported in accordance with GAAP. The Company believes 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 the Company’s operating performance from period to period by excluding certain items that it believes 
are not representative of its core business and the Company uses this measure for business planning purposes. 
Segment Adjusted EBITDA also provides a useful tool for assessing the comparability between periods and the 
Company’s ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital 
expenditures because it eliminates non-cash charges such as depreciation and amortization expense. 

F-45

2021 ANNUAL REPORTA summary of operations by reportable segment for the years ended December 31 were as follows:

PART IV

IN MILLIONS

Net revenues

Americas

EMEA

Asia Pacific

Total Net revenues

Segment Adjusted EBITDA

Americas

EMEA

Asia Pacific

Total Segment Adjusted EBITDA

Reconciliation of Segment Adjusted EBITDA to earnings before income taxes

Total Segment Adjusted EBITDA

Interest expense

Depreciation and amortization

Restructuring costs

Unallocated corporate expenses

Earnings before income taxes

Depreciation and Amortization

Americas

EMEA

Asia Pacific

Depreciation and amortization from reportable segments

Unallocated depreciation and amortization

Total depreciation and amortization

Capital Expenditures

Americas

EMEA

Asia Pacific

Capital expenditures from reportable segments

Corporate capital expenditures

Total capital expenditures

2021

2020

2019

$ 10,957.1

$ 9,685.9

$ 10,059.5

1,944.9

1,234.4

1,648.1

1,120.7

1,762.6

1,253.8

$ 14,136.4

$ 12,454.7

$ 13,075.9

$ 2,008.8

$ 1,677.7

$

1,742.1

359.2

228.5

265.7

188.8

267.7

182.8

$ 2,596.5

$ 2,132.2

$

2,192.6

$ 2,596.5

$ 2,132.2

$

2,192.6

(233.7)

(299.4)

(27.0)

(245.7)

(248.7)

(294.3)

(75.7)

(225.3)

(242.8)

(288.8)

(52.6)

(209.5)

$ 1,790.7

$ 1,288.2

$

1,398.9

$

227.6

$

224.0

$

213.6

33.3

16.5

277.4

22.0

299.4

148.7

23.6

20.6

192.9

30.1

223.0

$

$

$

$

$

32.6

11.6

268.2

26.1

294.3

98.2

24.7

7.7

130.6

15.6

146.2

$

$

$

$

$

$

$

$

$

$

31.0

13.4

258.0

30.8

288.8

146.8

30.0

11.3

188.1

17.3

205.4

At December 31, a summary of long-lived assets by geographic area were as follows:

IN MILLIONS

United States

Non-U.S.

Total

2021

2020

$ 1,287.5

$ 1,219.4

548.1

539.1

$ 1,835.6

$ 1,758.5

F-46

2021 Annual Report2021 ANNUAL REPORTPART IV

NOTE 21.  COMMITMENTS AND CONTINGENCIES
The Company is involved in various litigation, claims and administrative proceedings, including those related to the 
bankruptcy proceedings for Aldrich and Murray and environmental and product liability matters. The Company records 
accruals for loss contingencies when it is both probable that a liability will be incurred and the amount of the loss 
can be reasonably estimated. Amounts recorded for identified contingent liabilities are estimates, which are reviewed 
periodically and adjusted to reflect additional information when it becomes available. Subject to the uncertainties inherent 
in estimating future costs for contingent liabilities, except as expressly set forth in this note, management believes that 
any liability which may result from these legal matters would not have a material adverse effect on the financial condition, 
results of operations, liquidity or cash flows of the Company.

ASBESTOS-RELATED MATTERS

Certain wholly-owned subsidiaries and former companies of the Company were named as defendants in asbestos-
related lawsuits in state and federal courts. In virtually all of the suits, a large number of other companies have also been 
named as defendants. The vast majority of those claims were filed against predecessors of Aldrich and Murray and 
generally allege injury caused by exposure to asbestos contained in certain historical products sold by predecessors of 
Aldrich or Murray, primarily pumps, boilers and railroad brake shoes. None of the Company’s existing or previously-owned 
businesses were a producer or manufacturer of asbestos.

On June 18, 2020, Aldrich and Murray filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code 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. In addition, at the request 
of Aldrich and Murray, the Bankruptcy Court has entered an order temporarily staying all asbestos-related claims against 
the Trane Companies that relate to claims against Aldrich or Murray (except for asbestos-related claims for which the 
exclusive remedy is provided under workers’ compensation statutes or similar laws). On August 23, 2021, the Bankruptcy 
Court entered its findings of facts and conclusions of law and order declaring that the automatic stay applies to certain 
asbestos related claims against the Trane Companies and enjoining such actions. As a result, all asbestos-related 
lawsuits against Aldrich, Murray and the Trane Companies remain stayed. 

The goal of these Chapter 11 filings is to resolve equitably and permanently all current and future asbestos-related claims 
in a manner beneficial to claimants, Aldrich and Murray through court approval of a plan of reorganization that would 
create a trust pursuant to section 524(g) of the Bankruptcy Code, establish claims resolution procedures for all current 
and future asbestos-related claims against Aldrich and Murray and channel such claims to the trust for resolution 
in accordance with those procedures. Aldrich and Murray intend to seek an agreement with representatives of the 
asbestos claimants on the terms of a plan for the establishment of such a trust. 

Prior to the Petition Date, predecessors of each of Aldrich and Murray had been litigating asbestos-related claims 
brought against them. No such claims have been paid since the Petition Date, and it is not contemplated that any such 
claims will be paid until the end of the Chapter 11 cases. 

From an accounting perspective, the Company no longer has control over Aldrich and Murray as of the Petition Date 
as their activities are subject to review and oversight by the Bankruptcy Court. Therefore, Aldrich and its wholly-owned 
subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs were deconsolidated as of the Petition Date 
and their respective assets and liabilities were derecognized from the Company’s Consolidated Financial Statements. 
Amounts derecognized in 2020 primarily related to the legacy asbestos-related liabilities and asbestos-related insurance 
recoveries and $41.7 million of cash.

F-47

2021 ANNUAL REPORTPART IV

ACCOUNTING TREATMENT PRIOR TO THE PETITION DATE

Historically, the Company performed a detailed analysis and projected an estimated range of the Company’s total liability 
for pending and unasserted future asbestos-related claims. The Company recorded the liability at the low end of the 
range as it believed that no amount within the range was a better estimate than any other amount. Asbestos-related 
defense costs were excluded from the liability and were recorded separately as services were incurred. The 
methodology used to prepare estimates relied upon and included the following factors, among others:

•  the interpretation of a widely accepted forecast of the population likely to have been occupationally exposed to asbestos;

•  epidemiological studies estimating the number of people likely to develop asbestos-related diseases such as 

mesothelioma and lung cancer;

•  the Company’s historical experience with the filing of non-malignancy claims and claims alleging other types of malignant 

diseases filed against the Company relative to the number of lung cancer claims filed against the Company;

•  the analysis of the number of people likely to file an asbestos-related personal injury claim against the Company based on 

such epidemiological and historical data and the Company’s claims history;

•  an analysis of the Company’s pending cases, by type of disease claimed and by year filed;

•  an analysis of the Company’s history to determine the average settlement and resolution value of claims, by type of 

disease claimed;

•  an adjustment for inflation in the future average settlement value of claims, at a 2.5% annual inflation rate, adjusted downward 

to 1.0% to take account of the declining value of claims resulting from the aging of the claimant population; and

•  an analysis of the period over which the Company has and is likely to resolve asbestos-related claims against it in the future 

(currently projected through 2053).

Prior to the Petition Date, over 73 percent of the open and active claims against the Company were non-malignant or 
unspecified disease claims. In addition, the Company had a number of claims which had been placed on inactive or 
deferred dockets and expected to have little or no settlement value against the Company.

Prior to the Petition Date, the costs associated with the settlement and defense of asbestos-related claims, insurance 
settlements on asbestos-related matters and the revaluation of the Company’s liability for potential future claims and 
recoveries were included in the Consolidated Statements of Earnings within continuing operations or discontinued 
operations depending on the business to which they relate. Income and expenses associated with asbestos-related 
matters of Aldrich and its predecessors were recorded within discontinued operations as they related to previously 
divested businesses, primarily Ingersoll-Dresser Pump, which was sold by the Company in 2000. Income and expenses 
associated with asbestos-related matters for Murray and its predecessors were recorded within continuing operations. 
The year ended December 31, 2020 includes a $17.4 million adjustment to correct an overstatement of a legacy legal 
liability that originated in prior years. 

The net income (expense) associated with these pre-Petition Date transactions for the years ended December 31, 2020 
and 2019 were as follows:

IN MILLIONS

Continuing operations

Discontinued operations

Total

2020

2019

$ 14.8

$

7.0

(11.2)

68.2

$

3.6

$ 75.2

The amounts recorded by the Company for asbestos-related liabilities and insurance-related assets are based on 
currently available information. Key assumptions underlying the estimated asbestos-related liabilities include the 
number of people occupationally exposed and likely to develop asbestos-related diseases such as mesothelioma and 
lung cancer, the number of people likely to file an asbestos-related personal injury claim against the Company, the 
average settlement and resolution of each claim and the percentage of claims resolved with no payment. Furthermore, 
predictions with respect to estimates of the liability are subject to greater uncertainty as the projection period lengthens. 

F-48

2021 Annual Report2021 ANNUAL REPORTPART IV

Other factors that may affect the Company’s liability include uncertainties surrounding the litigation process from 
jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the 
passage of state or federal tort reform legislation.

The aggregate amount of the stated limits in insurance policies available to Aldrich and Murray for asbestos-related 
claims acquired, over many years and from many different carriers, is substantial. However, as a result of limitations in that 
coverage, the projected total liability to claimants substantially exceeds the probable insurance recovery. 

ACCOUNTING TREATMENT AFTER THE PETITION DATE 

Upon deconsolidation in 2020, the Company recorded its retained interest in Aldrich and Murray at fair value within Other 
noncurrent assets in the Consolidated Balance Sheet. In determining the fair value of its equity investment, the Company 
used a market-adjusted multiple of earnings valuation technique. As a result, the Company recorded an aggregate equity 
investment of $53.6 million as of the Petition Date.

Simultaneously, the Company recognized a liability of $248.8 million within Other noncurrent liabilities in the Consolidated 
Balance Sheet related to its obligation under the Funding Agreements. The liability was based on asbestos-related 
liabilities and insurance-related assets balances previously recorded by the Company prior to the Petition Date. 

As a result of the deconsolidation, the Company recognized an aggregate loss of $24.9 million in its Consolidated 
Statements of Earnings during the year ended December 31, 2020. A gain of $0.9 million related to Murray and its 
wholly-owned subsidiary ClimateLabs was recorded within Other income/(expense), net and a loss of $25.8 million related 
to Aldrich and its wholly-owned subsidiary 200 Park was recorded within Discontinued operations, net of tax. Additionally, 
the deconsolidation resulted in an investing cash outflow of $41.7 million in the Company’s Consolidated Statements of 
Cash Flows, of which $10.8 million was recorded within continuing operations during the year ended December 31, 2020. 

On August 26, 2021, the Company announced that Aldrich and Murray reached an agreement in principle with the 
court-appointed legal representative of future asbestos claimants (the FCR) in the bankruptcy proceedings. The 
agreement in principle includes the key terms for the permanent resolution of all current and future asbestos claims 
against Aldrich and Murray pursuant to a plan of reorganization (the Plan). Under the agreed terms, the Plan would create 
a trust pursuant to section 524(g) of the Bankruptcy Code and establish claims resolution procedures for all current and 
future claims against Aldrich and Murray (Asbestos Claims). On the effective date of the Plan, Aldrich and Murray would 
fund the trust with $545.0 million, comprised of $540.0 million in cash and a promissory note to be issued by Aldrich and 
Murray to the trust in the principal amount of $5.0 million, and the Asbestos Claims would be channeled to the trust for 
resolution in accordance with the claims resolution procedures. Following the effective date of the Plan, Aldrich and 
Murray, would have no further obligations with respect to the Asbestos Claims. The FCR has agreed to support such 
Plan. The agreement in principle with the FCR is subject to final documentation and is conditioned on arrangements 
acceptable to Aldrich and Murray with respect to their asbestos insurance assets. It is currently contemplated that the 
asbestos insurance assets of Aldrich and Murray would be contributed to the trust, and that, in consideration of their 
cash contribution to the trust, Aldrich and Murray would have the exclusive right to pursue, collect and retain all insurance 
reimbursements available in connection with the resolution of Asbestos Claims by the trust. The committee representing 
current asbestos claimants (the ACC) is not a party to the agreement in principle. Any settlement and its implementation 
in a plan of reorganization is subject to the approval of the Bankruptcy Court, and there can be no assurance that the 
Bankruptcy Court will approve the agreement on the terms proposed.

On September 24, 2021, Aldrich and Murray filed the Plan with the Bankruptcy Court. The Plan is supported by, and 
reflects the agreement in principle reached with the FCR. In connection with the Plan, Aldrich and Murray filed a motion 
with the Bankruptcy Court to create a $270.0 million trust intended to constitute a “qualified settlement fund” within the 
meaning of the Treasury Regulations under Section 468B of the Internal Revenue Code (QSF). The funds held in the QSF 
would be available to provide funding for the Section 524(g) Trust upon effectiveness of the Plan. 

During the year ended December 31, 2021, in connection with the agreement in principle reached by Aldrich and 
Murray with the FCR and the motion to create a $270.0 million QSF, the Company recorded a charge of $21.2 million 
to increase its Funding Agreement liability to $270.0 million. The corresponding charge was bifurcated between Other 
income/(expense), net of $7.2 million relating to Murray and discontinued operations of $14.0 million relating to Aldrich.

F-49

2021 ANNUAL REPORTPART IV

On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF. The QSF is expected to be funded in the 
first quarter of 2022 shortly after the Bankruptcy Court enters an order reflecting such approval and such order becomes 
final and non-appealable. Therefore, as the Company expects to fund the QSF shortly after the Bankruptcy Court enters 
the order reflecting its approval, the Company reclassified its $270.0 million Funding Agreement liability to Accrued 
expenses and other current liabilities at December 31, 2021. At this point in the Chapter 11 cases of Aldrich and Murray, it is 
not possible to predict whether the Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos 
liability will be or how long the Chapter 11 cases will last. The Chapter 11 cases remain pending as of February 7, 2022.

Furthermore, in connection with the 2020 Corporate Restructuring, Aldrich, Murray and their respective subsidiaries 
entered into several agreements with subsidiaries of the Company to ensure they each have access to services 
necessary for the effective operation of their respective businesses and access to capital to address any liquidity needs 
that arise as a result of working capital requirements or timing issues. In addition, the Company regularly transacts 
business with Aldrich and its wholly-owned subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs. 
As of the Petition Date, these entities are considered related parties and post deconsolidation activity between the 
Company and them are reported as third party transactions and are reflected within the Company’s Consolidated 
Statements of Earnings. Since the Petition Date, there were no material transactions between the Company and 
these entities. 

ENVIRONMENTAL MATTERS

The Company continues to be dedicated to environmental and sustainability programs to minimize the use of natural 
resources, and reduce the utilization and generation of hazardous materials from our manufacturing processes and to 
remediate identified environmental concerns. As to the latter, the Company is currently engaged in site investigations 
and remediation activities to address environmental cleanup from past operations at current and former manufacturing 
facilities and off-site waste disposal facilities.

It is the Company’s policy to establish environmental reserves for investigation and remediation activities when it is 
probable that a liability has been incurred and a reasonable estimate of the liability can be made. Estimated liabilities 
are determined based upon existing remediation laws and technologies. Inherent uncertainties exist in such evaluations 
due to unknown environmental conditions, changes in government laws and regulations, and changes in cleanup 
technologies. The environmental reserves are updated on a routine basis as remediation efforts progress and new 
information becomes available. 

The Company is sometimes a party to environmental lawsuits and claims and has received notices of potential violations 
of environmental laws and regulations from the Environmental Protection Agency and similar state and international 
authorities. It has also been identified as a potentially responsible party (PRP) for cleanup costs associated with off-site 
waste disposal at federal Superfund and state remediation sites. In most instances at multi-party sites, the Company’s 
share of the liability is not material.

In estimating its liability at multi-party sites, the Company has assumed it will not bear the entire cost of remediation of 
any site to the exclusion of other PRPs who may be jointly and severally liable. The ability of other PRPs to participate 
has been taken into account, based on the Company’s understanding of the parties’ financial condition and probable 
contributions on a per site basis. 

Reserves for environmental matters are classified as Accrued expenses and other current liabilities or Other noncurrent 
liabilities based on their expected term. As of December 31, 2021 and 2020, the Company has recorded reserves for 
environmental matters of $39.6 million and $39.9 million, respectively. Of these amounts, $36.3 million and $37.5 million, 
respectively, relate to investigation and remediation of properties and multi-waste disposal sites related to businesses 
formerly owned by the Company.

F-50

2021 Annual Report2021 ANNUAL REPORTPART IV

WARRANTY LIABILITY

Standard product warranty accruals are recorded at the time of sale and are estimated based upon product warranty 
terms and historical experience. The Company assesses the adequacy of its liabilities and will make adjustments as 
necessary based on known or anticipated warranty claims, or as new information becomes available. 

The changes in the standard product warranty liability for the year ended December 31, were as follows:

IN MILLIONS

Balance at beginning of period

Reductions for payments

Accruals for warranties issued during the current period

Changes to accruals related to preexisting warranties

Translation

Balance at end of period

2021

2020

$ 282.7

$ 251.4

(119.7)

(130.5)

133.7

144.6

1.3

(1.8)

14.9

2.3

$ 296.2

$ 282.7

Standard product warranty liabilities are classified as Accrued expenses and other current liabilities, or Other noncurrent 
liabilities based on their expected term. The Company’s total current standard product warranty reserve at December 31, 
2021 and December 31, 2020 was $106.6 million and $127.7 million, respectively.

WARRANTY DEFERRED REVENUE

The Company’s extended warranty liability represents the deferred revenue associated with its extended warranty 
contracts and is amortized into Net revenues on a straight-line basis over the life of the contract, unless another method 
is more representative of the costs incurred. The Company assesses the adequacy of its liability by evaluating the 
expected costs under its existing contracts to ensure these expected costs do not exceed the extended warranty liability.

The changes in the extended warranty liability for the year ended December 31, were as follows:

IN MILLIONS

Balance at beginning of period

Amortization of deferred revenue for the period

Additions for extended warranties issued during the period

Changes to accruals related to preexisting warranties

Translation

Balance at end of period

2021

2020

$

304.4

$ 302.8

(121.5)

(123.6)

119.4

10.7

(1.3)

123.7

—

1.5

$

311.7

$ 304.4

The extended warranty liability is classified as Accrued expenses and other current liabilities or Other noncurrent liabilities 
based on the timing of when the deferred revenue is expected to be amortized into Net revenues. The Company’s total 
current extended warranty liability at December 31, 2021 and December 31, 2020 was $115.4 million and $108.6 million, 
respectively. For the years ended December 31, 2021, 2020 and 2019, the Company incurred costs of $58.5 million, 
$61.0 million and $62.8 million, respectively, related to extended warranties.

F-51

2021 ANNUAL REPORTThis integrated annual report and the 2021 online ESG 
Report at www.tranetechnologies.com/sustainability-reports 
is produced in accordance with the G4 framework 
established by the Global Reporting Initiative (GRI) and 
reports on our financial and non-financial performance 
for the 2021 fiscal year. For more information on GRI, 
please visit www.globalreporting.org. To ensure the quality 
of our environmental, health and safety data, we assure 
selected data with a third-party provider. The results of 
this assurance can be found in our 2021 ESG Report at 
www.tranetechnologies.com/sustainability-reports. At 
the time of publication, assurance of our environmental 
and safety data from operations was not yet complete 
and the data presented in this document is subject 
to change. This annual report, including the letter to 
shareholders, contains “forward-looking statements,” which 
are statements that are not historical facts, including our 
ability to address environmental and social challenges, 
the future success of our operational excellence initiatives, 
our future financial performance, our growth, market 
opportunities and our positioning in and the performance 
of the markets in which we operate. These statements 
are based on currently available information and our 
current assumptions, expectations and projections about 
future events. While we believe that our assumptions, 
expectations and projections are reasonable in view of 
the currently available information, you are cautioned 
not to place undue dependence on our forward-looking 
statements. Forward-looking statements speak only as 
of the date they are made and are not guarantees of 
future performance. They are subject to future events, 
risks and uncertainties—many of which are beyond our 
control— as well as potentially inaccurate assumptions 
that could cause actual results to differ materially from our 
expectations and projections. You are advised to review 
the factors described under the captions “Risk Factors” 
and “Management’s Discussion and Analysis of Financial 
Conditions and Results of Operations” in our Form 10-K for 
the fiscal year ended December 31, 2021, and any further 
disclosures we make on related subjects in materials we 
file with or furnish to the SEC. We do not undertake any 
obligation to update any forward-looking statements.

Annual General Meeting

The company’s 2021 Annual Report on Form 10-K as 
filed with the United States Securities and Exchange 
Commission, and other company information, is 
available through Trane Technologies’ website, 
www.tranetechnologies.com. Securities analysts, 
portfolio managers and representatives of institutional 
investors seeking information about the company 
should contact:

Zac Nagle
Vice President - Investor Relations 
1-704-990-3913

DATE AND TIME
Thursday, June 2, 2022 at 2:30 p.m. local time

LOCATION
Adare Manor Hotel,  
Adare, County  
Limerick, Ireland

See “Information Concerning Voting and Solicitation” 
of the proxy statement for further information on 
participating in the Annual General Meeting. 

TRANSFER AGENT AND REGISTRAR

Computershare 
Telephone Inquiries: 866-229-8405  
Website: www.computershare.com/Investor

Address shareholder inquiries with standard priority: 

Computershare 
PO BOX 505000 
Louisville, KY 40233-5000

Address shareholder inquiries with overnight priority:

Computershare 
462 South 4th Street Suite 1600 
Louisville, KY 40202

Trane Technologies   2020 Annual Report  2021 Notice and Proxy Statement     Bold Action for a  Sustainable Future2020 Annual Report2021 Notice and Proxy Statement          We are committed to using environmentally conscious print practices.©2021 Trane TechnologiesAbout Trane TechnologiesTrane Technologies is a global climate innovator. Through our strategic brands Trane and  Thermo King, and our environmentally responsible portfolio of products and services, we bring  efficient and sustainable climate solutions to buildings, homes and transportation.www.tranetechnologies.com381892_TT_2020AR_Cover_8.25x10.75_FINAL2_040621.indd 1-34/7/21 3:13 AMTrane Technologies   2021 Annual Report  2022 Notice and Proxy Statement